SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
   [X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the fiscal year ended December 31, 2000

   [ ] Transition  report under Section 13 or 15(d) of the  Securities  Exchange
Act of 1934 (No fee required) for the transition period from ______ to ______.

         Commission file number: 000-32253
                                 ---------

                                 EnterNet, Inc.
                                 --------------
                 (Name of Small Business Issuer in Its Charter)



                 Nevada                                   87-0650264
                 ------                                   ----------
    (State or Other Jurisdiction of                    (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)

                 1403 East 900 South Salt Lake City, Utah 84105
                 ----------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (801) 582-9609
                                 --------------
                (Issuer's Telephone Number, Including Area Code)


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

      Title of Each Class             Name of each Exchange on Which Registered
      -------------------             ------------------------------------------
Common Stock ($0.001 Par Value)                          None

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

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

The issuer's  total  consolidated  revenues for the year ended December 31, 2000
were $ 0.

At January 31, 2000, the number of shares outstanding of the registrant's Common
Stock, $0.001 par value (the only class of voting stock), was 10,500,000.


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                                TABLE OF CONTENTS

                                     PART I
                                                                            Page


Item 1.           Description of Business......................................3

Item 2.           Description of Property.....................................14

Item 3.           Legal Proceedings...........................................14

Item 4.           Submission of Matters to a Vote of Security-Holders.........14


                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters....15

Item 6.           Management's Discussion and Analysis or Plan of Operation....6

Item 7.           Financial Statements........................................18

Item 8.           Changes in and Disagreements With Accountants on
                  Accounting and Financial Disclosure.........................19

                                    PART III

Item 9.           Directors and Executive Officers............................19

Item 10.          Executive Compensation......................................19

Item 11.          Security Ownership of Certain Beneficial
                       Owners and Management..................................20

Item 12.          Certain Relationships and Related Transactions..............21

Item 13.          Exhibits, List and Reports on Form 8-K......................21

                  Signatures..................................................22

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                                     PART I


ITEM 1.  DESCRIPTION OF BUSINESS


History

Our Business

EnterNet,  Inc. is a corporation formed under the laws of the State of Nevada on
March 16, 2000. Our executive offices are located at 1403 East 900 South in Salt
Lake  City,  Utah,  84105  and our  telephone  number  is  (801)  582-9609.  Our
registered  statutory  office is located at 920 Sierra Vista Drive in Las Vegas,
Nevada 89109. We intend to market high quality, low cost vitamins,  minerals and
supplements for purchase through the internet.

The  nutritional  health product market is expected to grow as the "baby boomer"
population  ages and becomes  increasingly  concerned with  preventative  health
care.  We believe that this  concern  combined  with a growing  awareness of the
benefits of vitamins, minerals and supplements will lead to increased demand for
health  related   products.   The  increased  demand  will  offer  a  tremendous
opportunity  to those  involved in the effective  sale and  distribution  of low
cost, high quality  products.  Since the new medium for cost effective sales and
distribution is the internet, we will market health related products through the
internet.

We  recently  acquired  a license  to  market  VitaMineralHerb.com  products  to
customers in Oklahoma and New Mexico.  VitaMineralHerb.com hosts an Internet web
site where health  related  products can be purchased  for resale;  the web site
then automatically credits the licensee with purchases from their customers (the
site  is  accessed  by a User  ID and  password).  Each  sale  generated  on the
VitaMineralHerb.com  web site is  identified  by the location of the  particular
customer.  Sales derived from within  Oklahoma and New Mexico are credited to us
minus VitaMineralHerb.com's cost to the manufacturer of the health products plus
a ten percent  commission  for  handling  the  transaction.  Our revenue will be
driven by the number of customers and the type of  transactions  that  originate
within our licensed territory.

We have focused on health  professionals  and those involved in fitness  related
businesses as our target  customers.  We have included  physicians,  alternative
health care providers,  martial arts studio owners and  instructors,  sports and
fitness  trainers,  other  health and  fitness  professionals,  schools and fund
raising  programs as the intended market for the  VitaMineralHerb.com  products.
The  marketing  concept is for us to direct  health  care  professionals  to the
VitaMineralHerb.com  web site to purchase health related  products for resale to
their clients.

EnterNet is a "start-up" company in the early stages of development and we could
certainly  fail before fully  implementing  our  business  plan.  Our  company's
prospects  for  success  are  controlled  by a  single  individual  who  has  no
experience in marketing  health related  products.  We have had no operations to
date, have generated no revenue and currently have no employees. We are a "start
up" venture that will incur net losses for the foreseeable future.




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General

The License

On June 22, 2000, we entered into a license agreement with VitaMineralHerb.com.,
Inc.  The  license  agreement  grants  us  the  exclusive  right  to  distribute
VitaMineralHerb.com.  products to health and fitness professionals in New Mexico
and Oklahoma via the  Internet.  The license  agreement  allows us to market and
sell vitamins,  minerals,  nutritional supplements, and other health and fitness
products to medical  professionals,  alternative health  professionals,  martial
arts  studios and  instructors,  sports and fitness  trainers,  other health and
fitness professionals,  school and other fund raising programs and other similar
types of customers  via the Internet  for resale to their  clients.  The license
agreement  grants  us the  right to market  VitaMineralHerb.com  products  for a
three-year  period.  The  license  will  automatically  renew at the end of each
three-year period unless either the licensor or licensee provides written notice
of  termination  90 days  before the end of the term.  The  licence  may also be
terminated  by either  party in the event of a material  breach of the  license.
Notice of breach  provides 14 days for the breaching  party to cure the default;
otherwise the license automatically terminates.

Under the terms of the license agreement  VitaMineralHerb.com  warrants that all
products  purchased  on the  VitaMineralHerb.com  web  site  will be fit for the
purpose for which they were produced,  labeled and  manufactured by the supplier
in full compliance with local,  state and federal  regulations.  Orders received
requesting the  manufacture of product  according to custom  specifications  are
warranted   to  be   in   accordance   with   those   specifications.   Further,
VitaMineralHerb.com.  has  agreed to  indemnify  us and hold us  harmless,  as a
licensee, as well as our customers, directors and officers, from any loss, claim
or expense  incurred as the result of its breach of the  warranties  detailed in
the licence.

As a licensee of VitaMineralHerb.com, we have no need to develop products, store
inventory, build and maintain a website, establish banking liaisons, and develop
a fulfilment  system,  thereby  enabling us to focus  strictly on marketing  and
sales.  We plan to target  health and  fitness  professionals  in New Mexico and
Oklahoma who wish to offer health and fitness products to their customers.

We  (and  our  customers)  will  have  access  to all  products  offered  on the
VitaMineralHerb.com  website, as well as the ability to order  custom-formulated
and custom-labeled  products.  When a fitness or health  professional  becomes a
client, a salesperson will show the client how to access the VitaMineralHerb.com
website.  The client is assigned an identification  number that identifies it by
territory,   salesperson,  and  business  name,  address,  and  other  pertinent
information.  The health or fitness  professional may then order the products it
desires  directly  through  the  VitaMineralHerb.com.  website,  paying  for the
purchase with a credit card,  electronic check  ("e-check"),  or debit card. All
products are shipped by the  manufacturer  directly to the  professional  or its
clients.  VitaMineralHerb.com  maintains  and oversees  the payment  system from
customers and then disburses funds to us, reflecting our profit from any sale.

VitaMineralHerb.com  sets the price  for  products  based on the  manufacturer's
price, plus a markup which includes a 10% commission to VitaMineralHerb.com  and
a  profit   to  us.   For   example,   when  a   customer   places   an   order,
VitaMineralHerb.com  takes 10% of the sales price as their commission,  then the
remaining funds are first used to pay the  manufacturer  the amount owed for the
product purchased and then we receive the remaining  difference  between the 10%
commission  and the  manufacturer's  cost.  Although  the profit to us will vary
according to the specific product purchased,  an average profit margin of 20% is
a reliable indicator of our prospective profit margin going forward.


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The website is  maintained  by  VitaMineralHerb.com,  and each  licensee pays an
annual website  maintenance fee of $500. All financial  transactions are handled
by   VitaMineralHerb.com's   internet  clearing  bank.  The  VitaMineralHerb.com
webmaster is designed to download  e-mail orders several times a day, check with
the clearing bank for payment and then submit the product  order and  electronic
payment to Ives Formulation Co.  VitaMineralHerb.com then forwards the money due
EnterNet via electronic  funds transfer.  VitaMineralHerb.com's  software tracks
all sales  through  the  customer's  identification  number,  and at month  end,
e-mails to us and the customer a detailed report  including  sales  commissions.
VitaMineralHerb.com  has indicated that it will use e-commerce  advertising such
as banner ads on major  servers and  websites,  as well as trying to insure that
all major search engines pick VitaMineralHerb.com  first. Sales originating from
the website to customers  located in New Mexico and Oklahoma will  automatically
be assigned to EnterNet.

Background on the Manufacturer and Licensor

VitaMineralHerb.com  was  incorporated as a Nevada  corporation on April 2, 1999
for the purpose of creating a virtual  store that would  provide  customers  the
convenience of purchasing  health related  products from any location for direct
shipment to a home or business  through the Internet.  It is a private  company,
and is not registered with the SEC.  VitaMineralHerb.com's business is to market
high  quality  low cost  vitamins,  herbs and health  supplements  to health and
fitness professionals that are then resold to their clients. VitaMineralHerb.com
does not sell to the general public.  VitaMineralHerb.com  is a relatively young
company and has just begun developing its vitamin marketing and  distributorship
business.  It currently  offers 61 products for sale on its web site,  including
kava kava, St. John's Wort, Saw Palmetto,  Gingko  Biloba,  Echinacea,  Siberian
Ginseng, Chromium Picolinate, Glucosamine Chondroitin, and Vitamin C, as well as
many others.

On June 9, 1999, VitaMineralHerb.com entered into a manufacturing agreement with
International Formulation and Manufacturing Inc., a nutraceuticals manufacturing
firm  located  in  San  Diego,   California.   International   Formulation   and
Manufacturing  Inc. was recently  acquired by Ives  Formulation  Co. On June 22,
2000,  VitaMineralHerb.com  entered into a new manufacturing agreement with Ives
Formulation Co. that  incorporated  the same terms and provisions of the June 9,
1999  agreement  with  International  Formulation  and  Manufacturing  Inc. Ives
Formulation  is a  wholly-owned  subsidiary  of Ives  Health  Company,  a public
company traded on the OTC:BB under the symbol "IVEH." Ives  Formulation has been
a  contract  manufacturer  of  vitamin,  mineral,  nutritional  supplement,  and
alternative   health  products  for  various   marketing   organizations.   Ives
Formulation  does  no  retail  marketing.  In  addition  to a line  of  standard
products,  Ives  Formulation is able to manufacture  custom blended products and
also has the capability to supply  privately  labeled products for our customers
at a minimal added cost.

VitaMineralHerb.com's  web  site  is  currently  operational,  but  is  not  yet
complete.  VitaMineralHerb.com  is finalizing the product list and the automated
ordering function;  however,  manual ordering via e-mail is currently available.
VitaMineralHerb.com  has  established a banking liaison and is in the process of
setting up an internet processing facility through this bank.

Implementation of Business Plan: Milestones

The  implementation  of our business plan  involves an initial  market survey to
determine the most likely markets in which to sell VitaMineralHerb.com  products
to health professionals within territories  designated by our license agreement.
Once we have  completed our market  survey,  we will  establish an office,  from
which a list of prospective  clients will be generated from contacts  identified
in the marketing survey.  Marketing  materials (a printed circular) will then be
produced as part of a low-cost advertising campaign that will detail the health

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products  available  on  the  VitaMineralHerb.com  web  site,  provide  ordering
instructions  and describe the  advantages  of  purchasing  health  products for
resale  through the  Internet.  A sales person will then be hired to solicit and
respond to prospective purchasers of the VitaMineralHerb.com products. The sales
person's activities will be integrated into our mailing of circulars to our list
of prospects.  The circular will be followed up by a telephone call initiated by
the   sales   person,   who   will   direct   prospective   purchasers   to  the
VitaMineralHerb.com  web site and  interest  them in  selling  to their  clients
high-quality,  low-cost vitamins,  minerals,  nutritional  supplements and other
health   and   fitness   products.   Health   professionals   will  then   order
VitaMineralHerb.com  products on the  Internet  using a customer  identification
that will  credit  any  purchases  to our  business.  Income  realized  from the
Internet purchases of  VitaMineralHerb.com  products will then form the basis of
our  revenue.  Implementation  of our  business  plan  will be  accomplished  by
achieving the following objective milestones:

Milestone 1- Conduct Market Survey. The first step in our business plan requires
that we conduct  research to  identify  and contact  prospective  customers  and
introduce  them to the  concept of  purchasing  low cost,  high  quality  health
products on the Internet for resale to clients.  The concept  introduction  will
include a survey to  determine  product  preferences  and  potential  purchasing
patterns.  Once  prospective  customers  are  identified,  we  will  contact  by
telephone  500 to 1,000  of them in New  Mexico  and  Oklahoma  to  gauge  their
interest in our marketing concept and get their responses to our survey. We have
already begun our marketing survey,  and we expect it will continue into the 1st
quarter (January) of 2001, and will involve approximately three months of active
research and initial contact with potential customers.  The cost to achieve this
milestone of our business plan is anticipated to be $5,000 -$10,000.

Milestone 2- Establish  Office.  Once the market  survey is  completed,  we will
establish a formal office from which to solicit prospective customers and direct
salespeople in the field. We will initially use this office to produce sales and
information  materials  to be used in our  marketing  campaign  and as a storage
space for sample  inventory  that can be used by  salespeople  in the  marketing
process.  Establishing our office will involve  identifying  appropriate  office
space,  purchasing  office  equipment and connecting our business to a toll free
telephone service. We expect this process to begin in the 2nd quarter (April) of
2001,  and we expect it to take up to eight weeks.  The expense of office rental
and the purchase of equipment and  inventory  samples is estimated at a total of
between $10,000 and $15,000 for the 2nd through 4th quarters of 2001.

Milestone 3- Develop  Marketing  Campaign.  The establishment of a formal office
will coincide with the production of marketing  materials during the 2nd quarter
of 2001. We expect the marketing  materials to detail information related to the
products  available  for purchase on the  VitaMineralHerb.com  web site,  how to
visit the  VitaMineralHerb.com web site address, the advantages of buying health
products  through  the  Internet  for resale to clients and the process by which
each customer can purchase the VitaMineralHerb.com  products. We will also start
to place small  advertisements in local papers directing potential purchasers of
health  care  product  for resale to our toll free phone  number.  The extent to
which direct advertising can be implemented will depend on resources.  We expect
our  development of a marketing  campaign to take eight to ten weeks,  including
the printing of written materials, and to cost approximately $5,000.

Milestone  4- Hire  Salesperson.  Once we have the  sales  materials  ready  for
distribution  to prospects  identified as part of the initial market survey,  we
will be ready to engage a salesperson.  We expect to hire one salesperson during
the first year of marketing  VitaMineralHerb.com  products, at an estimated cost
of $5,000 per month,  plus a 10%  commission  of the net income from sales.  The
hiring  process is expected to take between  four and eight weeks.  Based on the
current time frames made part of these objective milestones, we do not expect to
hire a salesperson before the 3rd quarter (July) of 2001.

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Milestone 5- Initiate Marketing Campaign.  We expect to start a formal marketing
campaign by the 3rd quarter (July) of 2001. The salesperson  will be responsible
for mailing our marketing materials to prospective  customers  identified in the
initial  market  survey,  and for  making  telephone  follow  ups on the  mailed
marketing  materials.  The  salesperson  will  also be  responsible  for  making
appointments   for   on-location   marketing  and  instruction  for  prospective
customers.  We will  continue to place  small  advertisements  in local  papers,
responses to which will be directed to our salesperson for personal contact.  We
expect the initial phase of this marketing campaign to take approximately  three
months.

Milestone 6- Achieve Revenues.  We are a "start-up"  company and cannot quantify
with any  certainty  at what point our  marketing  efforts will result in actual
sales on the  VitaMineralHerb.com  web site,  resulting in revenues to us. We do
not  expect  to begin  receiving  revenues  until our  salesperson  successfully
markets the VitaMineralHerb.com products to potential customers.  Customers must
then purchase product through the  VitaMineralHerb.com  web site in order for us
to receive  revenues.  We hope that  customers  will begin placing orders within
days of  receiving a phone call from our  salesperson,  but it may take  several
months with numerous  follow-up  conversations  after the initial contact before
customers  purchase  from  the  VitaMineralHerb.com  web  site.  Since we do not
anticipate  hiring a salesperson until July of 2001, we do not expect to realize
any  revenues  before  that  time.  Indeed,  a more  realistic  expectation  for
realizing our first  revenues will be the start of the 4th quarter  (October) of
2001.

As  discussed  more  fully  in the  "Management's  Discussion  and  Analysis  of
Financial  Condition  and Results of  Operations"  section,  we believe that the
expenses of implementing our business plan may exceed available capital,  and we
may have to obtain  additional  financing  through  a new  offering  or  through
capital  contributions from current  shareholders.  The determination of whether
additional  funding will be required can only be assessed in view of whether the
time frames  involved in realizing  the  milestones  made part of this  business
plan, and the time period in which we must operate without  revenues  sufficient
to fund  operations.  Should we require  additional  funding,  no commitments to
provide   additional  funds  have  been  made  by  management  or  shareholders.
Accordingly,  there can be no  assurance  that any  additional  funding  will be
available on terms acceptable to us or at all.

Industry Background

Growth of the Internet and Electronic Commerce

The internet has become an increasingly  significant  medium for  communication,
information and commerce.  According to NUA Internet  Surveys,  a leading online
source for Internet  demographics  and trends,  there were  approximately  359.8
million  Internet  users, worldwide,  as of  July 2000-157  million of  whom are
located in Canada and the United States. (This information comes from NUA Inter-
net S urvey's web site at http://www.nua.net/surveys/how_many_online/index.html)
http://www.nua.net/surveys/how_many_online/index.html).  As  reported  by NUA on
4/21/00 at  http://www.nua.net/surveys/index.cgi?f=VS&art_id=905355736&rel=true,
Forrester Research estimated that global e-commerce will be worth USD6.9  trill-
ion by 2004, and online buyers in North America will account for just over  half
of this total, or USD3.5 trillion. Another study  by Gartner Group,  reported by
NUA on 6/30/00 at http://www.nua.net/surveys/index.cgi?f=VS&art_id=905355877&rel
=true, estimates  that  online B2C [business  to consumer]  sales in the US this
year are up 75 percent on 1999 and are  expected  to  surpass  USD29.3  billion.
Total  revenues in this sector last year were USD 16.8  billion,  an increase of
157 percent  over 1998.  Online sales  represented  less than 1 percent of total
retail  activity in the US last year,  but Gartner Group predicts this will rise
to 5 to 7 percent  by 2004.  We  believe  that  this  dramatic  growth  presents
significant opportunities for online retailers.

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The Vitamin, Supplement, Mineral and Alternative Health Products Market

In recent  years,  a growing  awareness of vitamins,  herbs,  and other  dietary
supplements  by the general  public has created a whole new segment in the field
of medicine and health care products.  This segment is sometimes  referred to as
the VSM (vitamin,  supplements,  and  minerals)  market,  or the  nutraceuticals
market. According to Jupiter Communications, as reported by NUA Internet Surveys
on May 26,1999, at http://www.nua.ie/surveys/index.cgi?f=VS&art_id=905354928&rel
=true , the nutraceutical market is expected to be worth USD434 million by 2003,
up from a mere USD1 million in 1998. Jupiter  Communications  estimated that the
online  consumer  healthcare  market  will be  worth  USD 1.7  billion  by 2003,
accounting  for less than one  percent  of its  estimated  total  205.2  billion
combined (online and offline) consumer  healthcare market by 2003. A more recent
report by Jupiter Communications,  reported by NUA Internet Surveys on 2/2/00 at
http://www.nua.ie/surveys/index.cgi?f=VS&art_id=905355567&rel=true,    estimates
that in 2004 the  nutraceuticals  sector will  represent  17 percent,  or USD1.7
billion,  of the online health sales market. We believe that several factors are
driving this growth,  including a rapidly growing segment of the population that
is concerned with aging and disease,  a growing interest in preventative  health
care and favorable consumer attitudes toward alternative health products.

Competition

The vitamin,  supplement,  and mineral ("VSM") market is highly competitive.  In
addition,  the  online  commerce  market  in which we  operate  is new,  rapidly
evolving  and highly  competitive.  We expect  competition  to  intensify in the
future because  current and new competitors can launch web sites at a relatively
low cost.

Our competitors operate in one or more distribution  channels,  including retail
stores, direct selling, catalog operations or online commerce. We compete with a
variety of companies, including health/natural specialty retailers,  drugstores,
supermarkets and grocery stores,  and mass merchant  retailers.  We discuss each
briefly below:

     1.   Health/natural  specialty  retailers.  This category  includes  local,
          regional and national chains,  as well as catalog marketers and online
          retailers.   The  largest   participant  in  this  sector  is  General
          Nutritional  Centers,  which has a  nationwide  presence  and recently
          launched a web site.  Another large  competitor  is NBTY,  which sells
          exclusively  private-label  products  through its Puritan's  Pride and
          Nutrition  Headquarters  mail order  catalogs  and its  Vitamin  World
          retail  stores.  NBTY also sells  through  separate  Vitamin World and
          Puritan's  Pride web sites. In addition,  Rexall Sundown,  a large VSM
          manufacturer,  sells  directly to  consumers  through both catalog and
          direct mail  operations.  Competitors  focusing  exclusively on online
          operations  include   www.MotherNature.com,   www.GreenTree.com,   and
          www.VitaminShoppe.com.

     2.   Drugstores.  This  category is dominated by national  chains,  such as
          Walgreen's,  CVS and  RiteAid.  Most  national  chains  have a limited
          online  presence,  if any.  Others  have  recently  acquired an online
          presence,  as CVS did when it  acquired  www.soma.com  and RiteAid did
          when it invested in www.drugstore.com.  Recent online entrants include
          www.drugstore.com and www.planetRx.com. This category currently offers
          a  moderate   selection   of  VSM   products,   focusing   instead  on
          prescriptions and over-the-counter products.



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     3.   Supermarkets and grocery stores.  This category  includes  traditional
          supermarkets  (such as Safeway and Kroger)  and natural  food  markets
          (such as Whole  Foods and Wild Oats),  some of which have  entered the
          online market with a limited offering of VSM products.  Online grocery
          stores (such as  www.Peapod.com  and  www.netgrocer.com)  also compete
          against us. This category  generally offers a limited selection of VSM
          products and infrequent discounts.

     4.   Mass merchant retailers.  This category is dominated by companies such
          as Wal-Mart,  Kmart and Target,  which have extensive retail locations
          but limited online presence.  These chains offer attractive pricing on
          VSM  products but have  limited  selection at retail  stores and offer
          little product information.

Our competitive position in this industry is that of a small, unproven newcomer.
Many of our current and potential  competitors have longer operating  histories,
larger  customer bases,  greater brand  recognition  and  significantly  greater
financial, marketing and other resources than we do. Our competitors may develop
products or  services  that are equal or  superior  to our  solutions,  and many
achieve   greater   market   acceptance   than  we  do.  In  addition,   larger,
well-established and well-financed entities may acquire, invest in or form joint
ventures  with  online  competitors  or  suppliers  as the  use of the  Internet
increases.

In addition, an online retailer may be acquired by, receive investments from, or
enter into other commercial  relationships  with,  larger,  well established and
well  financed  companies as use of the Internet and other  electronic  services
increases.  Competitors  have and may  continue to adopt  aggressive  pricing or
inventory  availability  policies  and devote  substantially  more  resources to
website and systems development than EnterNet.  Increased competition may result
in reduced operating margins and loss of market share.

We believe that the principal competitive factors in our market are:

         1.       ability to attract and retain customers;
         2.       breadth of product selection;
         3.       product pricing;
         4.       ability to customize products and labeling;
         5.       and quality and responsiveness of customer service.

We  believe  that we can  compete  favorably  on these  factors  because  of our
decision  to  target  health   professionals  such  as  medical   professionals,
alternative health professionals,  martial arts instructors, and others. We have
identified  these   professionals  as  "trusted   intermediaries"   whom  people
frequently consult on decisions of whether,  and which brand, to buy. We believe
that gaining the approval of these "trusted  intermediaries"  will bring with it
the trust of their clients,  and a stream of purchasers to follow, thus enabling
us to attract and retain customers, customize our products and labeling for each
"trusted  intermediary" and provide superior,  responsive  customer service.  We
also  believe that our  selection of a  salesperson  to contact  these  "trusted
intermediary"  health  professionals  provides an  additional  level of customer
service,  since both the health  professional  and their clients will be able to
contact our salesperson with questions directly, rather than relying only on the
comparatively   impersonal   internet  web  site  alone,  thus  allowing  us  to
"personalize" our internet  distribution with human personnel.  However, we will
have no control over how  successful  our  competitors  are in addressing  these
factors.  In  addition,  with  little  difficulty,  our online  competitors  can
duplicate  many of the products or services  offered on the  VitaMineralHerb.com
web site.



                                        9

<PAGE>



Moreover, we think that traditional retailers of vitamins, supplements, minerals
and other alternative health products face several challenges in succeeding:

     1.   Lack of convenience and personalized  service.  Traditional  retailers
          have limited store hours and locations. Traditional retailers are also
          unable to provide  consumers  with  product  advice  tailored to their
          particular situation.

     2.   Limited  Product  Assortment.  The capital  and real estate  intensive
          nature of store-based  retailers limit the product  selection that can
          be economically offered in each store location.

     3.   Lack of Customer Loyalty.  Although the larger  traditional  retailers
          often  attract  customers,  many of these  customers are only one-time
          users.  People are often  attracted to the name  brands,  but find the
          products  too  expensive.  It is  understood  that  these are  quality
          products  and have value,  but the  multilevel  structure of marketing
          often employed by large retailers mandate high prices.

As a result of the foregoing  limitations,  we feel there is significant  demand
for an  alternative  shopping  channel  that can provide  consumers of vitamins,
supplements,  minerals and other alternative  health products with a broad array
of products and a convenient and private shopping experience. We hope to attract
and retain consumers through the following key attributes of our business:

     1.   Low  Product  Prices.  Product  prices  can be kept low due to  volume
          purchases through our affiliation with  VitaMineralHerb.com  and other
          licensees.  Product prices will be kept lower because we will not need
          inventory and warehouse  space. All products are shipped directly from
          Ives Laboratories, Inc.'s inventory.

     2.   Accessibility  to Customized  Products.  At minimal  cost,  health and
          fitness practitioners may offer their customers customized products.

     3.   Access to Personalized  Programs.  Health or fitness professionals can
          tailor vitamin and dietary supplement regimes to their clients.

Regulatory Environment

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

The Food and Drug  Administration,  in  particular,  regulates the  formulation,
manufacture,  labeling and distribution of foods, including dietary supplements,
cosmetics and  over-the-counter  or homeopathic  drugs.  Under the Federal Food,
Drug,  and  Cosmetic  Act,  the  Food  and  Drug  Administration  may  undertake
enforcement   actions  against   companies   marketing   unapproved   drugs,  or
"adulterated" or "misbranded"  products.  The remedies available to the Food and
Drug Administration  include:  criminal  prosecution;  an injunction to stop the
sale of a  company's  products;  seizure of  products;  adverse  publicity;  and
"voluntary" recalls and labeling changes.

                                       10

<PAGE>



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

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

The Food and Drug Administration has indicated that claims or statements made on
a company's website about dietary supplements may constitute "labeling" and thus
be subject to  regulation by the Food and Drug  Administration.  With respect to
labeling,  the Dietary  Supplement Health and Education Act amends,  for dietary
supplements,  the  Nutrition  Labeling  and  Education  Act  by  providing  that
"statements  of nutritional  support,"  also referred to as  "structure/function
claims,"  may be used in  dietary  supplement  labeling  without  Food  and Drug
Administration  preapproval,   provided  certain  requirements  are  met.  These
statements may describe how particular dietary  ingredients affect the structure
or  function  of the  body,  or the  mechanism  of  action  by  which a  dietary
ingredient  may affect  body  structure  or  function,  but may not state a drug
claim, i.e., a claim that a dietary supplement will diagnose,  mitigate,  treat,
cure or prevent a disease. A company making a "statement of nutritional support"
must possess  substantiating  evidence for the statement,  disclose on the label
that the Food and Drug  Administration  has not reviewed the  statement and that
the product is not  intended  for use for a disease and notify the Food and Drug
Administration  of the  statement  within 30 days after its  initial  use. It is
possible that the statements  presented in connection with product  descriptions
on   VitaMineralHerb.com's   site  may  be  determined  by  the  Food  and  Drug
Administration   to  be  drug  claims  rather  than  acceptable   statements  of
nutritional support. In addition,  some of  VitaMineralHerb.com's  suppliers may
incorporate objectionable statements directly in their product names or on their
products'  labels,  or otherwise fail to comply with  applicable  manufacturing,
labeling and registration requirements for over-the-counter or homeopathic drugs
or  dietary  supplements.  As a result, VitaMineralHerb.com  may have  to remove

                                       11

<PAGE>



objectionable  statements or products from its site or modify these  statements,
or product names or labels, in order to comply with Food and Drug Administration
regulations.  Such changes  could  interfere  with our marketing of products and
could cause us to incur significant additional expenses.

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

In addition to the regulatory  scheme under the Food, Drug and Cosmetic Act, the
advertising and promotion of dietary supplements,  foods, over-the-counter drugs
and  cosmetics  is subject to  scrutiny  by the Federal  Trade  Commission.  The
Federal Trade  Commission  Act prohibits  "unfair or deceptive"  advertising  or
marketing practices,  and the Federal Trade Commission has pursued numerous food
and dietary supplement  manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made via the  Internet.  The  Federal  Trade  Commission  has the  power to seek
administrative  or judicial  relief  prohibiting  a wide  variety of claims,  to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent order and seek monetary  penalties for the violation of a consent order.
In general,  existing laws and regulations apply fully to transactions and other
activity on the  Internet.  The Federal  Trade  Commission  is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection  guides to the Internet and other electronic media. The Federal Trade
Commission has already  undertaken a new monitoring and enforcement  initiative,
"Operation  Cure-All,"  targeting allegedly false health claims for products and
treatments  offered  for sale on the  Internet.  Many  states  impose  their own
labeling or safety  requirements  that  differ  from or add to existing  federal
requirements.

We  cannot   predict   the  nature  of  any  future  U.S.   laws,   regulations,
interpretations  or  applications,  nor can we determine what effect  additional
governmental  regulations or  administrative  orders,  when and if  promulgated,
would have on our  business in the future.  Although the  regulation  of dietary
supplements is less  restrictive  than that of drugs and food additives,  we can
make no assurance that the current  statutory scheme and regulations  applicable
to dietary  supplements will remain less  restrictive.  Further,  we can make no


                                       12

<PAGE>


assurance  that,  under  existing  laws and  regulations  (or if more  stringent
statutes are enacted,  regulations are  promulgated or enforcement  policies are
adopted) we are or will be in  compliance  with these  existing or new statutes,
regulations or  enforcement  policies  without  incurring  material  expenses or
adjusting our business strategy.  Any laws,  regulations,  enforcement policies,
interpretations  or  applications  applicable to our business  could require the
reformulation  of  certain  products  to  meet  new  standards,  the  recall  or
discontinuance  of certain  products  not capable of  reformulation,  additional
record keeping,  expanded  documentation of the properties of certain  products,
expanded or different labeling or scientific substantiation.

Regulation of the Internet

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

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

Employees

We are a  development  stage company and  currently  have no  employees.  We are
currently managed by Ruairidh Campbell,  the sole officer and director.  We look
to Mr.  Campbell  for his  entrepreneurial  skills and  talents.  For a complete
discussion of Mr.  Campbell's  experience,  please see  "Directors and Executive
Officers."  Management  plans to use  consultants,  attorneys and accountants as
necessary  and does not  plan to  engage  any  full-time  employees  in the near
future.  Management plans to use independent  consultants and attorneys,  rather
than  in-house  counsel,  to prepare the reports  necessary  to keep the company
current  in  its  Exchange  Act  reporting.  Management  further  plans  to  use
independent  accountants,  rather than hire an in- house accountant,  to prepare
its financial  statements for inclusion in its Exchange Act reports,  as well as
for  dealing  with  the  accounting  to  keep  this  start-up  company  running.
Management's criteria for choosing such independent consultants,  attorneys, and
accountants will include the following  guidelines:  they should have at least 5
years of experience in law practice,  consulting, or accounting, and should have
previous experience  preparing reports and financial statements for small public
companies.  Management currently  anticipates that such outside advisors will be
hired for  approximately  one year,  though  extensions  may be necessary if the
company's  operations cannot justify hiring full-time,  in-house staff for these


                                       13

<PAGE>


functions.  We may hire marketing  employees  based on the projected size of the
market  and expect to base the  compensation  on what is  necessary  to hire and
retain  qualified sales employees.  We presently do not have personal  benefits,
pension,  health,  annuity,  insurance,  stock  options,  profit  sharing or any
similar benefit plan;  however, we may adopt such plans in the future. A portion
of any employee compensation may include the right to acquire stock in EnterNet,
which  would  naturally  dilute the  ownership  interest  of holders of existing
shares of our common stock.

Available Information and Reports to Securities Holders

The  Company's  annual report will contain  audited  financial  statements.  The
Company is not required to deliver an annual report to security holders and will
not voluntarily deliver a copy of the annual report to the security holders. The
Company  intends  to,  from  this  date  forward,  to file  all of its  required
information with the Securities and Exchange Commission ("SEC").

The public may read and copy any  materials  that are filed by the Company  with
the  SEC  at  the  SEC's  Public  Reference  Room  at 450  Fifth  Street,  N.W.,
Washington,  D.C. 20549.  The public may obtain  information on the operation of
the Public Reference Room by calling the SEC at  1-800-SEC-0330.  The statements
and forms filed by the Company with the SEC have also been filed  electronically
and are available for viewing or copy on the SEC  maintained  Internet site that
contains  reports,  proxy and  information  statements,  and  other  information
regarding  issuers that file  electronically  with the SEC. The Internet address
for this site can be found at http://www.sec.gov.

ITEM 2.           DESCRIPTION OF PROPERTY

We currently maintain limited office space,  occupied by Ruairidh Campbell,  for
which no rent is paid. Our address is 1403 East 900 South,  Salt Lake City, Utah
84105 and the phone  number is (801)  582-9609.  We do not believe  that we will
need to obtain  additional  office space at any time in the  foreseeable  future
until our business plan is implemented.

ITEM 3.           LEGAL PROCEEDINGS

We are not a party to any pending legal  proceeding or  litigation,  and none of
our property is the subject of a pending legal proceeding.  Further, the officer
and  director  knows  of  no  legal  proceedings  against  us  or  our  property
contemplated by any person, entity or governmental authority.

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

No matter was  submitted  during to fiscal year covered by this report to a vote
of security holders, therefore rendering this item inapplicable.




                                       14

<PAGE>



                                     PART II


ITEM 5.   MARKET  PRICE OF  AND DIVIDENDS ON  THE REGISTRANT'S COMMON EQUITY AND
          OTHER SHAREHOLDER MATTERS

The Company currently has no public trading market. The Company has filed a Form
15c-(2)(11)  in an  effort to  obtain a  listing  on the NASD  over the  counter
bulletin  board to create a public market.  However,  there is no guarantee that
the Company will obtain a listing on the NASD over-the-counter bulletin board or
that a public  market for the  Company's  securities  will develop or, if such a
market does develop,  that it will continue,  even if a listing on the NASD over
the counter bulletin board is obtained.

Recent Sales of Unregistered Securities

Set forth below is  information  regarding  the  issuance  and sales of EnterNet
securities without registration since its formation.  No such sales involved the
use of an underwriter  and no commissions  were paid in connection with the sale
of any securities.

On March 15, 2000 EnterNet  issued a total of 500,000  shares of common stock in
exchange  for a total of $5,000 in cash,  representing  a purchase  price of One
Cent  ($0.01) per share.  250,000  shares  were  issued to Ruairidh  Campbell in
exchange for $2,500 in cash,  and 250,000  shares were issued to Wolf Fiedler in
exchange for $2,500 in cash.  EnterNet relied on exemptions  provided by Section
4(2) of the Securities Act of 1933, as amended,  based on the following  factors
(1) the issuance was an isolated  private  transaction by EnterNet which did not
involve a public  offering;  (2) there were only two offerees who were  officers
and  directors  of  EnterNet,  (3) the stock  certificates  were  stamped with a
restrictive  legend which stated  substantially  the  following  language:  "The
shares  represented  by this  certificate  have not been  registered  under  the
Securities Act of 1933. The shares have been acquired for investment and may not
be offered,  sold,  or  otherwise  transferred  in the  absence of an  effective
registration  statement  for the shares under the  Securities  Act of 1933, or a
prior opinion of counsel  satisfactory to the issuer,  that  registration is not
required  under the Act";  (4) the  offerees  will not resell the stock but will
continue  to hold it for at least one  year;  (5) there  were no  subsequent  or
contemporaneous  public offering of the stock; (6) the stock was not broken down
into smaller denominations;  (7) the negotiations for the sale of the stock took
place directly between the offerees and EnterNet.

Recent Sales of Registered Securities

Set forth below is  information  regarding  the  issuance  and sales of EnterNet
registered securities since its formation.  No such sales involved the use of an
underwriter  and no  commissions  were paid in  connection  with the sale of any
securities.

On December  14, 2000 the SEC  declared  effective  the  offering of  10,000,000
shares of EnterNet  common  stock at an offering  price of One Cent  ($0.01) per
share pursuant to a Securities Act SB-2 Registration Statement. The offering was
fully subscribed and closed on January 16, 2001 on the receipt of gross proceeds
to EnterNet of One Hundred Thousand Dollars ($100,000).




                                       15

<PAGE>



Record Holders

As of January  31,  2001,  there were  eighty-two  (82)  shareholders  of record
holding a total of 10,500,000  shares of common stock. The holders of the common
stock are  entitled  to one vote for each  share  held of record on all  matters
submitted  to a vote  of  stockholders.  Holders  of the  common  stock  have no
preemptive  rights and no right to  convert  their  common  stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
common stock.

Dividends

EnterNet has not declared any dividends  since inception and does not anticipate
paying any  dividends  in the  foreseeable  future.  The payment of dividends is
within the discretion of the board of directors and will depend on our earnings,
capital requirements, financial condition, and other relevant factors. There are
no restrictions that currently limit EnterNet's  ability to pay dividends on its
common stock other than those generally imposed by applicable state law.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

General

Our business  plan for the next twelve months  involves 6 milestones,  which are
detailed  further in our  "Description of Business"  section,  above. We plan to
achieve these  milestones  during the following  quarters of the year 2001:  (1)
conducting  market  surveys to determine the most receptive  market  segments in
which to sell health-related products under the  VitaMineralHerb.com  license we
have purchased (1st quarter of 2001); (2) establishing an office (2nd quarter of
2001);  (3) developing a marketing  campaign (2nd quarter of 2001); (4) hiring a
salesperson  (3rd  quarter of 2001);  (5)  initiating  marketing  campaign  (3rd
quarter of 2001); and (6) achieving revenues (4th quarter of 2001).

Results of Operations

During the period from March 16, 2000 (date of inception)  through  December 31,
2000, we have engaged in no  significant  operations  other than  organizational
activities, acquisition of the rights to market VitaMineralHerb.com products and
registration of our securities under the Securities Act of 1933, as amended.  No
revenues were received by EnterNet during this period.

For  the  current  fiscal  year,  we  have  incurred  a  loss  as  a  result  of
organizational  expenses,   expenses  associated  with  registration  under  the
Securities  Act of 1933,  and  expenses  associated  with  setting  up a company
structure to begin  implementing  our business plan. We anticipate  that we will
complete our market survey,  organizational and implementation phases by the 3rd
quarter of 2001,  and that we will not generate  revenues  during this time.  We
anticipate  hiring a salesperson in the 3rd quarter of 2001, and expect to begin
generating  revenues during the 4th quarter of 2001. However, we may continue to
operate at a loss even  after  generating  some  revenue,  depending  on how our
business  performs,  as well as the other risk  factors  described  in the "Risk
Factors" section of this prospectus.



                                       16

<PAGE>



Losses

For the period from March 16, 2000 (inception) to December 31, 2000, we recorded
an operating loss of $39,182.  This lack of  profitability  is attributable to a
$35,000  expense to obtain our license with  VitaMineralHerb.com  and additional
expenses of $4,182 associated with starting up our business. We did not generate
any  revenues  during  this  period.  We expect to continue to operate at a loss
through  fiscal  2001.  Further,  there  can be no  assurance  that we will ever
achieve profitability or that a stream of revenue can be generated and sustained
in the future.

Capital Expenditures

We expended no amounts on capital  expenditures  for the period ending  December
31, 2000.

Capital Resources and Liquidity

At  December  31,  2000,  we had current  assets of $12,147 and total  assets of
$12,147. These assets consist of cash on hand of $818. Net stockholders' deficit
in EnterNet was $34,182 at December 31, 2000. We remain in the development stage
and, since  inception,  have  experienced  no  significant  change in liquidity,
capital resources or shareholders' equity.

Cash flow  provided  from the issuance of common stock was $5,000 for the period
from March 16, 2000  (inception) up to December 31, 2000. In March 2000, a total
of 500,000 shares of common stock were issued as the result of two  subscription
agreements.  The shares were issued at $0.01, and we received $5,000 as a result
of the  issuance.  Organizational  expenses  of  $4,182  were  funded  by  these
shareholder  subscriptions and expensed to operations. In addition, in June 2000
we received a cash advance from a major  shareholder of $35,000.  This amount is
unsecured,  non-interest  bearing and is due on June 15,  2001.  This amount was
used to acquire the distribution license for VitaMineralHerb.com products.

The first step in our business plan is to perform  market  research to determine
the  most  receptive  market  segments  in  which  to  sell  VitaMineralHerb.com
products.  After we  complete  our market  survey,  we will set up an office and
employ  a  salesperson  to call on  medical  professionals,  alternative  health
professionals,   martial  arts  studios  and  instructors,  sports  and  fitness
trainers, other health and fitness professionals,  school and other fund raising
programs and other similar types of customers to interest these professionals in
selling to their clients high-quality,  low-cost vitamins, minerals, nutritional
supplements,  and other health and fitness products.  These  professionals would
sell the products to their clients via the Internet.

We have already  begun,  and expect to complete  during the 1st quarter of 2001,
market  research  relating to our target  markets.  After  completing our market
survey, we will establish an office, develop marketing materials,  advertise and
hire a salesperson  to market the products.  We believe that during the calendar
year 2001, we will need a capital infusion of approximately  $100,000 to achieve
a  sustainable  sales  level  where  ongoing  operations  can be  funded  out of
revenues.  This  capital  infusion is  intended to cover costs of our  marketing
survey,  advertising,  hiring and paying one  salesperson,  repaying our $35,000
loan to obtain the VitaMineralHerb.com  license, and administrative expenses. We
believe  these costs can be borne out of the proceeds of our recently  completed
offering.  On  December  14, 2000 the SEC  declared  effective  the  offering of
10,000,000  shares of EnterNet  common  stock at an  offering  price of One Cent
($0.01) per share pursuant to a Securities Act SB-2 Registration Statement.  The
offering was fully  subscribed  and closed on January 16, 2001 on the receipt of
gross proceeds to EnterNet of One Hundred Thousand Dollars ($100,000).

                                       17

<PAGE>



We believe that the proceeds  obtain from the SB-2  registration  statement made
effective  by  the  SEC  will  be  sufficient  to  satisfy   contemplated   cash
requirements  for at least the next twelve (12) months.  In the event that plans
change,  assumptions prove to be inaccurate, or if the proceeds of that offering
prove to be  insufficient  to fund  operations and fully  implement our business
plan,  we could be  required  to seek  additional  financing  from  sources  not
currently  anticipated.  We have no current  commitments  or  arrangements  with
respect  to,  or  immediate  sources  of,  additional  financing  and  it is not
anticipated  that any existing  stockholders or lenders will provide any portion
of  future  financing.  Additionally,  no  assurances  can  be  given  that  any
additional financing,  when needed, will be available or available on acceptable
terms. Any inability to obtain  additional  financing when required could have a
material adverse effect on our operations, including requiring us to curtail our
marketing efforts.

ITEM 7.    FINANCIAL STATEMENTS

The Company's  audited  financial  statements for the fiscal year ended December
31, 2000 are attached hereto as F-1 through F-10.










                  [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]











                                       18

<PAGE>











                         ENTERNET, INC.
                         (A Development Stage Company)
                         Financial Statements
                         December 31, 2000













<PAGE>


                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)

--------------------------------------------------------------------------------
                                                   Index to Financial Statements


--------------------------------------------------------------------------------





                                                                            Page


Independent Auditors' Report                                                F-2


Balance Sheet                                                               F-3


Statement of Operations                                                     F-4


Statement of Stockholders' Deficit                                          F-5


Statement of Cash Flows                                                     F-6


Notes to Financial Statements                                               F-7



--------------------------------------------------------------------------------



                                                                             F-1

<PAGE>


                        [LETTERHEAD OF TANNER + COMPANY]


                          INDEPENDENT AUDITORS' REPORT



To the Stockholders' and
Board of Directors of
EnterNet, Inc.


We have audited the accompanying balance sheet of EnterNet,  Inc. (a development
stage company), as of December 31, 2000 and the related statements of operations
and  stockholders'  deficit,  and cash flows for the period  from March 16, 2000
(date of inception) to December 31, 2000.  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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of EnterNet,  Inc. (a development
stage  company),  as of December 31, 2000 and the results of its  operations and
its cash  flows for the  period  from  March 16,  2000  (date of  inception)  to
December 31, 2000, in conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company's revenue  generating  activities are not in
place and the Company has incurred a loss. These  conditions  raise  substantial
doubt  about its  ability to continue  as a going  concern.  Management's  plans
regarding  those matters also are described in Note 2. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


/s/   TANNER + CO.


Salt Lake City, Utah
January 25, 2001




                                                                             F-2

<PAGE>


                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)

                                                                   Balance Sheet

                                                               December 31, 2000
--------------------------------------------------------------------------------







              Assets

Cash                                                              $         818
Deferred offering costs                                                  11,329
                                                                  -------------

                  Total current assets                            $      12,147
                                                                  ==============


-------------------------------------------------------------------------------

              Liabilities and Stockholders' Deficit

Accounts payable                                                  $      11,329
Related party payable                                                    35,000
                                                                  -------------

                  Total current liabilities                              46,329
                                                                  -------------

Stockholders' deficit:
     Preferred stock, $.001 par value, 5,000,000 shares
       authorized, no shares issued or outstanding                            -
     Common stock, $.001 par value, 45,000,000 shares
       authorized, 500,000 shares issued and outstanding                    500
     Additional paid-in capital                                           4,500
     Deficit accumulated during the development stage                   (39,182)
                                                                  -------------

                  Total stockholders' deficit                           (34,182)
                                                                  -------------

                                                                  $      12,147
                                                                  ==============









--------------------------------------------------------------------------------


See accompanying notes to financial statements.
                                                                             F-3

<PAGE>


                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)
                                                         Statement of Operations

                         March 16, 2000 (Date of Inception) to December 31, 2000
--------------------------------------------------------------------------------











Revenues                                                     $                -

General and administrative costs                                         39,182
                                                             ------------------

                  Loss before income taxes                              (39,182)

Provision for income taxes                                                    -
                                                             ------------------

                  Net loss                                              (39,182)
                                                             ===================

Loss per common share - basic and diluted                    $             (.08)
                                                             ===================

Weighted average common shares
  - basic and diluted                                                   500,000
                                                             ===================



--------------------------------------------------------------------------------


See accompanying notes to financial statements.
                                                                             F-4

<PAGE>




                                                                  ENTERNET, INC.
                                                 (A Developmental Stage Company)
                                              Statement of Stockholders' Deficit

                         March 16, 2000 (Date of Inception) to December 31, 2000
--------------------------------------------------------------------------------



<TABLE>
<CAPTION>


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

Balance at March 16, 2000 (date of inception)        -      $   -          -       $     -       $    -      $      -      $      -

Issuance of common stock for
  cash at $.01 per share                             -          -      500,000          500        4,500            -         5,000

Net loss                                             -          -          -             -            -       (39,182)      (39,182)
                                                ------------------------------------------------------------------------------------

Balance at December 31, 2000                         -$         -      500,000     $    500      $ 4,500     $(39,182)     $(34,182)
                                                ====================================================================================
</TABLE>





--------------------------------------------------------------------------------


See accompanying notes to financial statements.
                                                                             F-5

<PAGE>


                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)

                                                         Statement of Cash Flows

                         March 16, 2000 (Date of Inception) to December 31, 2000
--------------------------------------------------------------------------------













Cash flows from operating activities:
     Net loss                                                    $     (39,182)
     Increase in deferred offering costs                               (11,329)
     Increase in accounts payable                                       11,329
                                                                 -------------

                  Net cash used in
                  operating activities                                 (39,182)
                                                                 -------------

Cash flows from financing activities:
     Issuance of common stock                                            5,000
     Proceeds from related party payable                                35,000
                                                                 -------------

                  Net cash provided by
                  financing activities                                  40,000
                                                                 -------------

Net increase in cash                                                       818

Cash, beginning of period                                                    -
                                                                 -------------

Cash, end of period                                              $         818
                                                                  ============





--------------------------------------------------------------------------------
See accompanying notes to financial statements.
                                                                             F-6

<PAGE>


                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements

                                                               December 31, 2000
--------------------------------------------------------------------------------


1.   Organization
     and
     Summary of
     Significant
     Accounting
     Policies

Organization
The  Company  was  organized  under the laws of the State of Nevada on March 16,
2000  (date of  inception).  The  Company  plans to market  vitamins,  minerals,
nutritional supplements and other health and fitness products over the internet;
however,  the Company has not commenced planned principal  operations.  Further,
the Company is considered a  development  stage company as defined in SFAS No. 7
and has not, thus far,  engaged in business  activities of any kind. The Company
has, at the present time,  not paid any dividends and any dividends  that may be
paid in the future will depend upon the  financial  requirements  of the Company
and other relevant factors.


Cash and Cash Equivalents
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to be  cash
equivalents.


Deferred Offering Costs
Deferred offering costs consist of costs directly  attributable to the Company's
initial  public  offering of its common  stock (see Note 9). These costs will be
recognized as an offset to additional paid-in capital in the period in which the
common stock is sold.


Income Taxes
Deferred  income  taxes are  provided  in amounts  sufficient  to give effect to
temporary  differences between financial and tax reporting,  principally related
to net operating loss carryforwards.


Earnings Per Share
The  computation  of basic  earning  per common  share is based on the  weighted
average number of shares outstanding during each period.


The  computation  of diluted  earnings per common share is based on the weighted
average  number of shares  outstanding  during the period plus the common  stock
equivalents  which would arise from the  exercise of stock  options and warrants
outstanding  using the treasury  stock  method and the average  market price per
share during the period. The Company does not have any stock options or warrants
outstanding at December 31, 2000.

--------------------------------------------------------------------------------
                                                                            F-7

<PAGE>


                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                                                       Continued


1.   Organization
     and
     Summary of
     Significant
     Accounting
     Policies
     Continued

Concentration of Credit Risk
The Company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts and believes it is not exposed to any  significant  credit risk on
cash and cash equivalents.

Use of Estimates in the  Preparation of Financial  Statements
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.


2.   Going
     Concern

As of December 31, 2000, the Company's revenue generating  activities are not in
place,  and the  Company has  incurred a loss for the period  then ended.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.


Subsequent to year-end,  the Company  completed its initial  public  offering in
which  10,000,000  shares of common stock were sold for net proceeds of $88,533.
While such funds are  estimated  to be  sufficient  to sustain  the  Company for
twelve months based on the current status of the Company,  it is unknown if such
funds will be sufficient if the Company commences operations.


If such funds are not sufficient to support operations,  the Company will depend
heavily on its  ability  to raise  additional  funds  through  equity  financing
activities.  There can be no assurance  that such funds will be available to the
Company,  or available  on terms  acceptable  to the Company.  If the Company is
unable to raise  such  funds in  equity  markets,  it may be unable to  commence
fully, or continue, operations or generate revenues.



--------------------------------------------------------------------------------
                                                                             F-8

<PAGE>


                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                                                       Continued



3.   License
     Agreement

The  Company  purchased  a  license   agreement  to  sell  certain   nutritional
supplements and other health and fitness products in specific  territories.  Due
to the absence of revenues or  operations  and  uncertainty  about the Company's
ability to continue as a going  concern,  the cost of the license  agreement  of
$35,000 has been  expensed in the period it was  acquired.  The  agreement  also
requires an annual  maintenance fee (which will be expensed as incurred) of $500
beginning  in June of 2001 and  payments to the  licensor of 10% of gross sales.
The agreement expires in June 2003.


4.   Related Party
     Payable

The related party payable  consists of cash  advances  from a  shareholder.  The
amounts are unsecured, non-interest bearing and are due on June 15, 2001.


5.   Income
     Taxes

The difference  between income taxes at statutory rates and the amount presented
in the  financial  statements  is a  result  of an  increase  in  the  valuation
allowance  to offset the deferred tax asset  related to the net  operating  loss
carryforward.

The Company has net operating loss carryforwards of approximately $39,000, which
begin to expire in the year 2020. The amount of net operating loss  carryforward
that can be used in any one year will be limited by  significant  changes in the
ownership of the Company and by the  applicable  tax laws which are in effect at
the time such carryforwards can be utilized.


6.   Supplemental
     Cash Flow
     Information

No amounts  were paid for  interest or income  taxes during the period from June
12, 2000 (date of inception) to December 31, 2000.

7.   Preferred
     Stock

The Company has authorized up to 5,000,000  shares of preferred stock with a par
value of $.001 per share.  The preferred  stock can be issued in various  series
with varying dividend rates and  preferences.  At December 31, 2000 there are no
issued series or shares of preferred stock.



--------------------------------------------------------------------------------
                                                                            F-9

<PAGE>



                                                                  ENTERNET, INC.
                                                   (A Development Stage Company)
                                                   Notes to Financial Statements
                                                                       Continued



8.   Recent
     Accounting
     Pronouncements

In June  1999,  the  FASB  issued  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and Hedging  Activities  - Deferral of the  Effective  date of FASB
Statements No. 133." SFAS 133 establishes  accounting and reporting standards of
all derivatives as assets or liabilities in the statement of financial  position
and  measurement of those  instruments at fair value.  SFAS 133 is now effective
for fiscal years  beginning  after June 15, 2000. The Company  believes that the
adoption  of SFAS  133  will  not have  any  material  effect  on the  financial
statements of the Company.


9.   Public
     Offering

On  December  14,  2000,  the  Company's  public  offering  of its common  stock
registered on Form SB-2 was declared  effective by the  Securities  and Exchange
Commission.  In  accordance  with this  offering,  subsequent  to year-end,  the
Company  sold  10,000,000  shares of its common  stock,  $.001 par value,  at an
offering price of $.01 per share,  with net proceeds of $88,533  received during
January 2001





















--------------------------------------------------------------------------------
                                                                            F-10







<PAGE>


ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

Since our inception,  there have been no changes in  accountants  nor have there
been any  disagreements  with our current  accountants  regarding  any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.


                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
                  PERSONS

The following  table sets forth the name,  age and position of the sole director
and executive officer of EnterNet:

     Name                   Age       Position
     Ruairidh Campbell      37        President, Secretary, Treasurer, Director

On March 15,  2000,  Mr.  Campbell  was  elected as an officer  and  director of
EnterNet.   He  will  serve  until  the  first  annual   meeting  of  EnterNet's
shareholders and his successors are elected and qualified. Thereafter, directors
will be elected for one-year terms at the annual shareholders meeting.  Officers
will hold their positions at the pleasure of the board of directors,  absent any
employment agreement

Ruairidh W. Campbell,  37, graduated from the University of Texas at Austin with
a Bachelor of Arts in History and then from the  University  of Utah  College of
Law  with a Juris  Doctorate  with  an  emphasis  in  corporate  law,  including
securities  and  taxation.  Over the past five years he has been an officer  and
director of several public companies that include: NovaMed, Inc., a manufacturer
of medical  devices  (president  and director  from 1995 to  present),  Bren-Mar
Minerals,  Ltd., a Canadian mineral resource  development company (president and
director 1995 to present),  Allied  Resources Inc., a Canadian based oil and gas
development  company  (president  and  director  1998 to  present)  and  Wichita
Development  Corporation,  a real  estate  holding  company  (director  2000  to
present).   Mr.  Campbell  is  also  the  president  and  a  director  of  Aswan
Investments, Inc., Cairo Acquisitions, Inc. and Alexandria Holdings, Inc., three
shell companies that are fully reporting with the SEC.


ITEM 10.  EXECUTIVE COMPENSATION

No officer or director has received any  remuneration  (whether cash,  stock, or
other non-cash payment) from us. Although there is no current plan in existence,
it is possible  that we will adopt a plan to pay or accrue  compensation  to our
officers  and  directors  for  services  related  to the  implementation  of our
business plan. We have no stock option, retirement,  incentive, defined benefit,
actuarial,  pension or  profit-sharing  programs  for the benefit of  directors,
officers or other employees,  but the board of directors may recommend  adoption
of one or more such programs in the future.  We have no  employment  contract or
compensatory  plan or arrangement  with any executive  officer of EnterNet.  The


                                        19

<PAGE>



director  currently does not receive any cash  compensation for his service as a
member of the board of directors.  There is no  compensation  committee,  and no
compensation policies have been adopted.

The following table and the accompanying  notes provide summary  information for
each of the last three fiscal years  concerning  cash and non-cash  compensation
paid or accrued by Mr. Campbell.

<TABLE>

                                            SUMMARY COMPENSATION TABLE
<CAPTION>

                                          Annual Compensation                               Long Term Compensation
                                                                                  Awards                         Payouts
                                                                                          Securities
                                                                         Restricted       Underlying
                                                        Other Annual        Stock          Options           LTIP        All Other
   Name and Principal              Salary     Bonus     Compensation      Award(s)           SARs          payouts     Compensation
        Position           Year      ($)       ($)           ($)             ($)             (#)             ($)           ($)
<S>                       <C>        <C>      <C>         <C>            <C>               <C>           <C>            <C>
Ruairidh Campbell,         2000       0         -              -               -                -              -             -
President, Secretary,      1999       0         -              -               -                -              -             -
Treasurer, Director        1998       0         -              -               -                -              -             -
</TABLE>

Compensation of Directors

The  company's  director  is not  compensated  for any  meeting  of the board of
directors which he attends.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 8, 2000,  EnterNet's  outstanding
common  stock  owned of record or  beneficially  by each  executive  officer and
director and by each person who owned of record, or was known by EnterNet to own
beneficially,  more than 5% of its common stock,  and the  shareholdings  of all
executive  officers and  directors  as a group.  Each person has sole voting and
investment power with respect to the shares shown.

<TABLE>
<CAPTION>

  Title of Class              Name And Address of               Nature of          Amount of        Percent of Class
                                Beneficial Owner                Ownership         Beneficial
                                                                                   Ownership
<S>                     <C>                                 <C>                  <C>                <C>

   Common Stock                Ruairidh Campbell               President,           250,000              50.00%
    ($0.01 par                 3310 Werner Avenue              Secretary,
      value)                  Austin, Texas 77822              Treasurer,
                                                                   and
                                                                Director

   Common Stock                   Wolf Fiedler                     50%              250,000              50.00%
    ($0.01 par             938 Howe Street, Suite 713          Beneficial
      value)              Vancouver, British Columbia,           Holder
                                 Canada V6Z lN9

                           All Executive Officers and                               250,000              50.00%
                              Directors as a Group

</TABLE>

                                       20

<PAGE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Other than as disclosed  below,  no  director,  executive  officer,  nominee for
election  as a  director  of  EnterNet,  or an owner of five  percent of more of
EnterNet's  outstanding  shares,  or any member of their immediate  family,  has
entered into any related transaction.

On March 15, 2000, EnterNet issued 500,000 shares of common stock at $0.01 for a
total of $5,000.  250,000  shares were issued to Wolf Fiedler and 250,000 shares
were issued to Ruairidh Campbell, both of whom were either officers or directors
at the time of issuance.

On June 16, 2000,  EnterNet  executed a Promissory Note in the amount of $35,000
to be paid no later than June 15,  2001 in favor of Wolf  Fiedler,  a  principal
shareholder.  This amount is unsecured and  non-interest  bearing.  Mr.  Fiedler
loaned the  company  this  $35,000 in order to enable the company to acquire the
license to market VitaMineralHerb.com products.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are
     listed in the Index to  Exhibits  on page 10 of this Form  10-KSB,  and are
     incorporated herein by this reference.

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the period
     covered by this Form 10-KSB.









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                                       21

<PAGE>



                                   SIGNATURES

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized, this 21st day of February, 2001.

                                             EnterNet, Inc.

                                               /s/ Ruairidh Campbell
                                             -----------------------------------
                                             Name: Ruairidh Campbell
                                             Title: President/CEO and Director



Signature                          Title                      Date


/s/ Ruairidh Campbell
----------------------
Ruairidh Campbell         President and Director            February 21, 2001












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                                       22

<PAGE>



                                INDEX TO EXHIBITS

Exhibit     Page
No.          No.       Description

3(i)          *        Articles  of Incorporation  of  EnterNet, Inc., a  Nevada
                       corporation, filed with the State of Nevada on March 16 ,
                       2000.

3(ii)         *        By-laws of the Company adopted on  March 16 , 2000.




* Incorporated by reference from Form SB-2 filed July 28, 2000.









                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]










                                       23