SLW ENTERPRISES INC, SB-2, 2000-06-02

SLW ENTERPRISES INC
SB-2, 2000-06-02

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As filed with the Securities and Exchange Commission on June 2, 2000
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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SLW Enterprises Inc.
(Exact name of small business issuer in its charter)

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Washington 5499 91-2022980
(State or other (primary standard (I.R.S. Employer
jurisdiction of industrial code) Identification Number)
incorporation or
organization)

Suite 210, 580 Hornby Street
Vancouver, British Columbia V6C 3B6, CANADA
(604) 687-6991
(Address and telephone number of principal executive offices)

Agent for Service: With a Copy to:
Suzanne Wood, President James L. Vandeberg
SLW Enterprises Inc. Ogden Murphy Wallace, PLLC
Suite 210, 580 Hornby Street 1601 Fifth Avenue, Suite 2100
Vancouver, British Columbia V6C 3B6, Seattle, Washington 98101
CANADA (206) 447-7000
(604) 687-6991
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

CALCULATION OF REGISTRATION FEE

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<TABLE>
<CAPTION>
Proposed Proposed
Amount maximum maximum Amount of
Title of each class of To be offering price aggregate registration
securities to be registered Registered per unit offering price fee
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<S> <C> <C> <C> <C>
Class A Common Stock............ 1,000,000 $.01 $10,000.00 $2.64
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</TABLE>
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Note: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions of Rule 457 ((S)
230.457 of this chapter) relied upon, if the basis of the calculation is not
otherwise evident from the information presented in the table. If the filing
fee is calculated pursuant to Rule 457(o) under the Securities Act, only the
title of the class of securities to be registered, the proposed maximum
aggregate offering price for that class of securities and the amount of
registration fee needed to appear in the Calculation of Registration Fee
table. Any difference between the dollar amount of securities registered for
such offerings and the dollar amount of securities sold may be carried forward
on a future registration statement pursuant to Rule 429 under the Securities
Act.

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The registration hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+We will amend and complete the information in this prospectus. The +
+information in this prospectus is not complete and may be changed. We may not +
+sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION--[enter date, 2000]

PROSPECTUS

SLW Enterprises Inc.

Suite 210, 580 Hornby Street
Vancouver, British Columbia V6C 3B6, CANADA
(604) 662-7000

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1,000,000 Shares of Common Stock

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This is the initial public offering of common stock of SLW Enterprises Inc.,
and no public market currently exists for shares of SLW Enterprises Inc's
common stock. The initial public offering price is $0.01 per share of common
stock. The offering is on a best efforts--no minimum basis. There is no date
certain for closing the offering, no minimum purchase requirement, and no
arrangement to place funds in an escrow, trust, or similar account.

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This investment involves a high degree of risk.
See "Risk Factors" beginning on page 2.

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Neither the Securities and Exchange Commission nor any State Securities
Commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
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PART I--PROSPECTUS

<S> <C>
Prospectus Summary....................................................... 1

Risk Factors............................................................. 2

Use of Proceeds.......................................................... 8

Determination of Offering Price.......................................... 8

Selling Security Holders................................................. 8

Plan of Distribution..................................................... 9

Legal Proceedings........................................................ 9

Directors, Executive Officers, Promoters and Control Persons............. 9

Security Ownership of Certain Beneficial Owners and Management........... 10

Description of Securities................................................ 10

Interest of Named Experts and Counsel.................................... 10

Disclosure of Commission Position on Indemnification for Securities Act
Liabilities............................................................. 11

Description of Business.................................................. 11

Management's Discussion and Analysis or Plan of Operation................ 18

Description of Property.................................................. 20

Certain Relationships and Related Transactions........................... 20

Market for Common Equity and Related Stockholder Matters................. 20

Executive Compensation................................................... 20

Financial Statements..................................................... F-1

Changes In and Disagreements With Accountants on Accounting And Financial
Disclosure.............................................................. II-1
</TABLE>

You should rely only on the information contained in this document. SLW
Enterprises Inc. has not authorized anyone to provide you with information that
is different. This document may only be used where it is legal to sell these
securities. The information in this document may only be accurate on the date
of this document.
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PROSPECTUS SUMMARY

SLW ENTERPRISES INC.

SLW Enterprises Inc. is a corporation formed under the laws of the State of
Washington, whose principal executive offices are located in Vancouver, British
Columbia, Canada.

The primary objective of the business is designed to market high-quality,
low-cost vitamins, minerals, nutritional supplements, and other health and
fitness products to medical professionals, alternative health professionals,
martial arts studios and instructors, sports and fitness trainers, other health
and fitness professionals, school and other fund raising programs and other
similar types of customers via the Internet for sale to their clients.

NAME, ADDRESS, AND TELEPHONE NUMBER OF REGISTRANT

SLW Enterprises Inc.
Suite 210, 580 Hornby Street
Vancouver, British Columbia V6C 3B6, CANADA
(604) 687-6991

THE OFFERING

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<S> <C>
Price per share Offered..................................... $0.01
Common Stock Offered by SLW................................. 1,000,000 shares
Common Stock Outstanding Prior to Offering.................. 1,600,000 shares
Common Stock Outstanding After Offering*.................... 2,600,000 shares
</TABLE>
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* Assumes sale of all shares offered

SLW Enterprises expects to use the net proceeds for organizational purposes
and to determine the feasibility of selling Vitamineralherb.com products to
specific markets.

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RISK FACTORS

You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing the common stock of
SLW Enterprises Inc. Investing in SLW Enterprises' common stock involves a high
degree of risk. Any of the following risks could adversely affect SLW
Enterprises' business, financial condition and results of operations and could
result in a complete loss of your investment.

You Should Not Rely on Forward-Looking Statements Because They Are Inherently
Uncertain

You should not rely on forward-looking statements in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates", "believes", "plans",
"expects", "future", "intends" and similar expressions to identify these
forward-looking statements. Prospective investors should not place undue
reliance on forward-looking statements, which apply only as of the date of this
prospectus. SLW Enterprises' actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by SLW Enterprises described in "Risk Factors" and elsewhere in
this prospectus.

Risks Related to SLW Enterprises' Business

SLW Enterprises Has Incurred Losses Since Its Inception March 24, 2000 and
Expects Losses to Continue For the Foreseeable Future

SLW Enterprises is in the extreme early stages of development and could fail
before implementing its business plan. It is a "start up" venture that will
incur net losses for the foreseeable future. SLW Enterprises has only recently
acquired its principal asset. SLW Enterprises will incur additional expenses
before becoming profitable, if it ever becomes profitable. It is a relatively
young company that has no history of earnings or profit. There is no assurance
that it will operate profitably in the future or provide a return on investment
in the future.

Changes or Interruptions to SLW Enterprises' Arrangements with Its Supplier
May Have an Adverse Effect on Its Ability to Operate

If SLW Enterprises' licensor defaults under its agreement with its supplier,
SLW Enterprises could lose access to its manufacturing source, and SLW
Enterprises' distribution rights would become meaningless. Similarly, any
dispute between the supplier and licensor could prevent SLW Enterprises from
selling or delivering product to its customers. Any termination or impairment
of SLW Enterprises' license rights and access to products could prevent SLW
Enterprises from implementing its business plan, thereby limiting its
profitability and decreasing the value of its stock.

SLW Enterprises Will Compete With Other Internet Retailers and May Not
Achieve the Customer Base Necessary to Become or Remain Profitable

SLW Enterprises' future revenues and profits, if any, substantially depend
upon the widespread acceptance and use of the Internet as an effective medium
of business by target consumers. Consumers may not choose to do business over
the Internet in sufficient number to establish the customer base necessary to
obtain revenues and achieve profitable operations. Even if use of the Internet
and electronic commerce continues to increase, the online vitamins market may
not develop. SLW Enterprises may therefore be unable to successfully market and
sell its product, in which case it would not become profitable.

SLW Enterprises Must Rely On Its Licensor to Provide Critical Services.
Failure of the Licensor to Supply a Service Will Hamper SLW Enterprises'
Ability to Do Business

As part of its license, SLW Enterprises' licensor has agreed to provide and
maintain (1) a website through which orders are placed and (2) a payment system
for receipt of payments from customers and disbursement of

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funds to SLW Enterprises and its supplier. If the licensor fails to provide
these services, SLW Enterprises may be unable to conduct its business. If SLW
Enterprises is unable to conduct its business, it may lose customers and
revenues. SLW Enterprises' future success will depend, in part, on the
licensor's use of leading technologies to provide seamless access to and
services through its website. The licensor's network infrastructure may be
vulnerable to computer viruses, hacking or similar disruptive problems caused
by users, other connected Internet sites, instabilities in the Internet,
interconnecting networks and various telephone networks. Computer viruses or
problems caused by third parties could lead to interruptions, delays or
cessation in service to SLW Enterprises. If the licensor does not maintain an
up-to-date, effective website, SLW Enterprises may not be effective in its
online sales.

SLW Enterprises Relies On Third Parties to Supply Telecommunications
Services And Any Interruption of These Services May Have An Adverse Effect
On Its Ability to Operate

SLW Enterprises will rely on its licensor's providers such as the local
telephone companies and other companies to provide data-communications via
local telecommunications lines and leased long-distance lines. The means of
ordering and paying for products may be disrupted or eliminated if the licensor
experiences disruptions or capacity constraints in its telecommunications
services. SLW Enterprises or its licensor may be unable to replace these
services on a timely basis or at all. If customer sales are disrupted, SLW
Enterprises will lose customers and profitability.

Government Regulation of the Internet Could Adversely Affect SLW
Enterprises' Profitability

Existing or future legislation could limit growth in use of the Internet,
which would curtail SLW Enterprises' revenue growth. Any new regulation of
Internet commerce could damage SLW Enterprises' business, affect the
profitability and perhaps the viability of its business plan, and cause the
price of its common stock to decline. Regulation could prove to be burdensome,
and impose significant additional costs on SLW Enterprises' business or subject
it to additional liabilities. Regulation is likely in the areas of user
privacy, pricing, content, and quality of products and services. Laws and
regulations applying to the solicitation, collection, or processing of personal
or consumer information could limit SLW Enterprises' activities. In addition,
any regulation imposing fees for Internet use could result in a decline in the
use of the Internet and the viability of Internet commerce, which could have a
material adverse effect on SLW Enterprises' business, results of operations,
and financial condition.

New Taxation Could Adversely Affect SLW Enterprises' Profitability

The United States or other local or foreign jurisdictions may seek to impose
sales tax collection obligations on SLW Enterprises for its sales over the
Internet. If one or more states or any foreign country successfully asserts
that SLW Enterprises should collect sales or other taxes on the sale of its
products, it could also prevent SLW Enterprises' business from growing or
expose it to unanticipated liabilities. Taxation of Internet use, or other
charges imposed by government agencies or by private organizations for
accessing the Internet, may also be imposed. Customers may not be willing to
pay the higher prices necessitated by a tax, or may choose to purchase products
from a company that is not subject to the tax. Any taxation could cause loss of
customers and a decrease in SLW Enterprises' profitability.

Government Regulation of Products Could Adversely Affect Viability of
Dietary Supplements

Extensive U.S. federal, state and local government regulations may restrict
the way SLW Enterprises sells its products, resulting in restrictions on the
products and content SLW Enterprises offers its customers and significant
additional expenses. The manufacture, packaging, labeling, advertising,
promotion, distribution and sale of SLW Enterprises' products are subject to
regulation by numerous governmental agencies, the most active of which is the
U.S. Food and Drug Administration, which regulates SLW Enterprises' products
under the Federal Food, Drug and Cosmetic Act and regulations promulgated
thereunder. SLW Enterprises' products are also subject to regulation by, among
other regulatory entities, the Consumer Product Safety Commission,

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the U.S. Department of Agriculture, and the Environmental Protection Agency.
Advertising and other forms of promotion and methods of marketing of SLW
Enterprises' products are subject to regulation by the U.S. Federal Trade
Commission, which regulates these activities under the Federal Trade Commission
Act. The manufacture, labeling and advertising of SLW Enterprises' products are
also regulated by various state and local agencies as well as those of each
foreign country to which it distributes its products.

SLW Enterprises cannot be certain that its attempts, or those of its
suppliers, to comply with laws and regulations in this area are or will be
deemed sufficient by the appropriate regulatory agencies. Enforcement actions
by any of these regulatory agencies can result in civil and criminal penalties,
an injunction to stop or modify certain selling methods, seizure of SLW
Enterprises' products, adverse publicity or voluntary recalls and labeling
changes. If any governmental agency were to undertake an enforcement action
against SLW Enterprises, it could cause an immediate decrease in its revenues,
cause it to incur significant additional expenses and result in a decrease in
its stock price. SLW Enterprises' efforts to comply with existing laws and
regulations may be costly, may force it to change its selling strategy and may
not be successful. SLW Enterprises cannot promise that it will be able to
comply with any existing or future laws, regulations, interpretations or
applications without incurring significant costs or adjusting its business
model.

Purchasers Must Rely on Ms. Wood's Abilities For All Decisions As She Will
Control the Majority of the Stock After the Offering. SLW Enterprises Has
No Employment Agreement With Ms. Wood and She Spends Only Part-time On Its
Business. Her Leaving May Adversely Effect SLW Enterprises' Ability To
Operate

Ms. Wood is serving as SLW Enterprises' sole officer and director. SLW
Enterprises will be heavily dependent upon Ms. Wood's entrepreneurial skills
and experience to implement its business plan and may, from time to time, find
that her inability to devote full time and attention to its affairs will result
in delay(s) in progress towards the implementation of its business plan or in a
failure to implement its business plan. Moreover, SLW Enterprises does not have
an employment agreement with Ms. Wood and as a result, there is no assurance
that she will continue to manage its affairs in the future. Nor has SLW
Enterprises obtained a key person life insurance policy on Ms. Wood. SLW
Enterprises could lose the services of Ms. Wood, or Ms. Wood could decide to
join a competitor or otherwise compete directly or indirectly with SLW
Enterprises, which would have a significant adverse effect on its business and
could cause the price of its stock to be worthless. The services of Ms. Wood
would be difficult to replace.

Ms. Wood Has No Experience in SLW Enterprises' Line of Business and May
Make Poor Business Decisions Which May Adversely Effect Its Business

Ms. Wood has no experience in marketing and retail sale of vitamins and
other nutritional supplements, or the sale of products over the Internet. Ms.
Wood is not a doctor, nutritionist, or health professional by trade. As a
result, SLW Enterprises will likely need to rely on others who understand the
sale and marketing of nutritional supplements. Because of lack of experience in
this line of business, SLW Enterprises may overestimate the marketability of
the Vitamineralherb.com products and may underestimate the costs and
difficulties associated with selling and distributing of the products. Any such
unanticipated costs or difficulties could prevent SLW Enterprises from
implementing its business plan, thereby limiting its profitability and
decreasing the value of its stock.

SLW Enterprises May Be Subject to Product Liability Suits Which Could
Adversely Effect Its Financial Condition

SLW Enterprises may be subject to product liability claims if any of the
products it sells results in injury. SLW Enterprises may be subjected to
various product liability claims, including, among others, that its products
include inadequate instructions for use or inadequate warnings concerning
possible side effects and interactions with other substances. SLW Enterprises
relies on third party manufacturers for its products and product disclosures.
SLW Enterprises has no product liability insurance coverage. Although its
licensor

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warrants the products and provides indemnification to SLW Enterprises for
losses, claims, and expenses arising from a breach of the product warranties,
any such indemnification is limited by its terms and, as a practical matter, is
limited to the creditworthiness of the indemnifying party. In the event that
SLW Enterprises does not have adequate indemnification, product liability
claims could be costly and divert management's attention from business.

Unfavorable Publicity May Curtail the Market for SLW Enterprises' Products

The dietary supplement market is affected by national media attention
regarding the consumption of dietary supplements. SLW Enterprises is highly
dependent upon consumers' perceptions of the safety and quality of its products
as well as dietary supplements distributed by other companies. Any negative
publicity asserting that these products may be harmful or questioning their
efficacy could have a material adverse effect on SLW Enterprises' business,
regardless of whether these reports are scientifically supported or whether the
claimed harmful effects would be present at the dosages recommended for these
products. Because of SLW Enterprises' dependence on consumers' perceptions,
adverse publicity associated with illness or other adverse effects resulting
from the consumption of its products or any similar products distributed by
other companies and future reports of research that are perceived as less
favorable or that question earlier research could have a material adverse
effect on SLW Enterprises' sales and therefore its profitability.

SLW Enterprises Will Compete With Other Vitamin Retailers and May Not
Achieve the Customer Base Necessary to Become or Remain Profitable

The electronic commerce industry is new, rapidly evolving and intensely
competitive, and SLW Enterprises expects competition to intensify in the
future. Barriers to entry are minimal and current and new competitors can
launch sites at a relatively low cost. In addition, the vitamin market is very
competitive and highly fragmented, with no clear dominant leader and increasing
public and commercial attention. SLW Enterprises competes with a variety of
other companies, including traditional vitamin retailers, the online retail
initiatives of several traditional retailers and other Vitamineralherb.com
licensees. Many of SLW Enterprises' potential competitors have longer operating
histories, larger customer or user bases, greater brand recognition and
significantly greater financial, marketing and other resources than SLW
Enterprises has. In addition, an online retailer may be acquired by, receive
investments from, or enter into other commercial relationships with, larger,
well-established and well-financed companies as use of the Internet and other
electronic services increases. Competitors have and may continue to adopt
aggressive pricing or inventory availability policies and devote substantially
more resources to website and systems development than SLW Enterprises does.
Increased competition may result in reduced operating margins and loss of
market share.

Acquisition of or Combination with Another Company Could Dilute Stockholder
Value

Because SLW Enterprises may not be successful in developing a viable market
for the Vitamineralherb.com products, its management will spend a significant
portion of the time it devotes to evaluating other business opportunities that
may be available to SLW Enterprises. In the event of a business combination,
the ownership interests of holders of existing shares of SLW Enterprises' stock
will be diluted. Due to its limited financial resources, the only way SLW
Enterprises will be able to diversify its activities, should its business plan
prove to be impractical, would be to enter into a business combination.

Any asset acquisition or business combination would likely include the
issuance of a significant amount of SLW Enterprises' common stock, which would
dilute the ownership interest of holders of existing shares, and may result in
a majority of the voting power being transferred to new investors. Depending on
the nature of the transaction, SLW Enterprises' stockholders may not have an
opportunity to vote on whether to approve it. For example, SLW Enterprises'
board of directors may decide to issue a significant amount of stock to effect
a share exchange with another company. Such a transaction does not require
shareholder approval, but SLW Enterprises' officers and directors must exercise
their powers in good faith and with a view to the interests of the corporation.

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Acquisition of or Combination with Another Company Could Be Difficult To
Integrate and Disrupt Business

Any acquisition of or business combination with another company could
disrupt SLW Enterprises' ongoing business, distract management and employees
and increase its expenses. If SLW Enterprises acquires a company, it could face
difficulties in assimilating that company's personnel and operations. In
addition, the key personnel of the acquired company may decide not to work for
SLW Enterprises. Acquisitions also involve the need for integration into
existing administration, services, marketing, and support efforts. Any
amortization of goodwill or other assets, or other charges resulting from the
costs of these acquisitions, could limit SLW Enterprises' profitability and
decrease the value of its stock. In addition, SLW Enterprises' liquidity and
capital resources may be diminished prior to or as a result of consummation of
a business combination and its capital may be further depleted by the operating
losses (if any) of the business entity which SLW Enterprises may eventually
acquire.

SLW Enterprises May Enter In To New Line of Business Which Investors Could
Not Evaluate

In the event of a business combination, acquisition, or change in
shareholder control, SLW Enterprises may enter in to a new line of business
which an investor did not anticipate and in which that investor may not want to
participate. SLW Enterprises may make investments in or acquire complementary
products, technologies and businesses, or businesses completely unrelated to
its current business plan. Similarly, an asset acquisition or business
combination would likely include the issuance of a significant amount of
SLW Enterprises' common stock, which may result in a majority of the voting
power being transferred to new investors. New investors may replace SLW
Enterprises' management. New management may decide not to continue to implement
SLW Enterprises' current business plan, and may decide to enter into a business
completely unrelated to the current business plan which an investor did not
anticipate and in which that investor may not want to participate. In such
case, an investor could lose its entire investment on a business decision it
did not get to evaluate at the time of investing in SLW Enterprises.

Financial Risks

SLW Enterprises Has No Operating History and Financial Results Are
Uncertain

SLW Enterprises is a young company with no history of earnings or profit and
there is no assurance that it will operate profitably in the future. There is
no meaningful historical financial data upon which to base planned operating
expenses. As a result of SLW Enterprises' limited operating history, it is
difficult to accurately forecast its potential revenue. In order to become
profitable, SLW Enterprises must:

. execute on its business model;

. create brand recognition;

. manage growth in its operations;

. create a customer base cost-effectively;

. retain customers;

. access additional capital when required; and

. attract and retain key personnel.

SLW Enterprises cannot be certain that its business model will be successful
or that it will successfully address these and other challenges, risks and
uncertainties. If it fails successfully meet these challenges, SLW Enterprises
will likely never become profitable.

SLW Enterprises May Need Additional Financing Which May Not Be Available,
or Which May Dilute the Ownership Interests of Investors

SLW Enterprises' ultimate success will depend on its ability to raise
additional capital. No commitments to provide additional funds have been made
by management or other shareholders. SLW Enterprises has not

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investigated the availability, source or terms that might govern the
acquisition of additional financing. When additional capital is needed, there
is no assurance that funds will be available from any source or, if available,
that they can be obtained on terms acceptable to SLW Enterprises. If not
available, SLW Enterprises' operations would be severely limited, and it would
be unable to implement its business plan.

Investment Risks

SLW Enterprises' Common Stock Has No Prior Market, And Prices May Decline
After the Offering

There is no public market for SLW Enterprises' common stock and no assurance
can be given that a market will develop or that any shareholder will be able to
liquidate its investment without considerable delay, if at all. The trading
market price of SLW Enterprises' common stock may decline below the offering
price. If a market should develop, the price may be highly volatile. In
addition, an active public market for SLW Enterprises' common stock may not
develop or be sustained. Factors such as those discussed in this "Risk Factors"
section may have a significant impact on the market price of SLW Enterprises'
securities. Owing to the low price of the securities, many brokerage firms may
not be willing to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in SLW Enterprises' common
stock, the combination of brokerage commissions, state transfer taxes, if any,
and other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of these securities as collateral for
loans. Thus, a purchaser may be unable to sell or otherwise realize the value
invested in SLW Enterprises stock.

Investors May Face Significant Restrictions on the Resale of SLW
Enterprises Stock Due to State Blue Sky Laws

Because SLW Enterprises' securities have not been registered for resale
under the blue sky laws of any state, the holders of shares and those persons
desiring to purchase them in any trading market that may develop in the future
should be aware that there may be significant state blue sky law restrictions
on the ability of investors to sell and on purchasers to buy SLW Enterprises'
securities. Each state has its own securities laws, often called "blue sky
laws", which limit sales of stock to a state's residents unless the stock is
registered in that state or qualifies for an exemption from registration, and
govern the reporting requirements for broker-dealers and stock brokers doing
business directly or indirectly in the state. Before a security is sold in a
state, there must be a registration in place to cover the transaction, and the
broker must be registered in that state, or otherwise be exempt from
registration. SLW Enterprises does not know whether its stock will be
registered under the laws of any states. A determination regarding registration
will be made by the broker-dealers, if any, who agree to serve as the market-
makers for SLW Enterprises' stock.

Accordingly, investors should consider the secondary market for SLW
Enterprises' securities to be a limited one. Investors may be unable to resell
their stock, or may be unable to resell it without the significant expense of
state registration or qualification.

Investors May Face Significant Restrictions on the Resale of SLW
Enterprises Stock Due To Federal Penny Stock Regulations

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." These rules include Rules 3a51-1, 15g-1, 15g-
2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act
of 1934, as amended. Because SLW Enterprises' securities may constitute "penny
stock" within the meaning of the rules, the rules would apply to SLW
Enterprises and its securities. The rules may further affect the ability of
owners of SLW Enterprises' shares to sell their securities in any market that
may develop for them. There may be a limited market for penny stocks, due to
the regulatory burdens on broker-dealers. The market among dealers may not be
active. Investors in penny stock often are unable to sell stock back to the
dealer that sold them the stock. The mark ups or commissions charged by the
broker-dealers may be greater than any profit a seller may make. Because of
large dealer spreads, investors may be unable to sell the stock immediately
back to the dealer at the same price the dealer sold the stock to the investor.
In some

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cases, the stock may fall quickly in value. Investors may be unable to reap any
profit from any sale of the stock, if they can sell it at all.

Shareholders should be aware that, according to the Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

. control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer;

. manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases;

. "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;

. excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and

. the wholesale dumping of the same securities by promoters and broker-
dealers after prices have been manipulated to a desired level, along
with the inevitable collapse of those prices with consequent investor
losses.

USE OF PROCEEDS

The net proceeds to SLW Enterprises from the sale of the 1,000,000 shares of
common stock offered by SLW Enterprises hereby at an assumed initial public
offering price of $.01 per share are estimated to be $10,000. SLW Enterprises
expects to use the net proceeds as follows:

<TABLE>
<CAPTION>
Purpose 50% Subscription* 100% Subscription**
------- ----------------- -------------------
<S> <C> <C>
Organizational Purposes............ $1,000 $1,000
Feasibility of License/Market
Research.......................... $4,000 $9,000
</TABLE>
--------
* Assumes sale of 50% of the stock being offered
** Assumes sale of 100% of the stock being offered

SLW Enterprises continually evaluates other business opportunities that may
be available to it, whether in the form of assets acquisitions or business
combinations. SLW Enterprises may use a portion of the proceeds for these
purposes. SLW Enterprises is not currently a party to any contracts, letters of
intent, commitments or agreements and is not currently engaged in active
negotiations with respect to any acquisitions.

SLW Enterprises has not yet determined the amount of net proceeds to be used
specifically for any of the foregoing purposes. Accordingly, SLW Enterprises'
management will have significant flexibility in applying the net proceeds of
the offering.

DETERMINATION OF OFFERING PRICE

SLW Enterprises arbitrarily determined the price of the Units in this
Offering. The offering price is not an indication of and is not based upon the
actual value of SLW Enterprises. It bears no relationship to the book value,
assets or earnings of SLW Enterprises or any other recognized criteria of
value. The offering price should not be regarded as an indicator of the future
market price of the securities.

SELLING SECURITY HOLDERS

There are no selling security holders.

8
<PAGE>

PLAN OF DISTRIBUTION

SLW Enterprises will sell a maximum of 1,000,000 shares of its common stock
to the public on a "best efforts" basis. There can be no assurance that any of
these shares will be sold. This is not an underwritten offering. SLW
Enterprises has not committed to keep the registration statement effective for
any set period of time. The gross proceeds to SLW Enterprises will be $10,000
if all the shares offered are sold. No commissions or other fees will be paid,
directly or indirectly, by SLW Enterprises, or any of its principals, to any
person or firm in connection with solicitation of sales of the shares. No
public market currently exists for shares of SLW Enterprises' common stock. SLW
Enterprises intends to apply to have its shares traded on the OTC bulletin
board under the symbol "SLWE".

LEGAL PROCEEDINGS

SLW Enterprises is not a party to any pending legal proceeding or litigation
and none of its property is the subject of a pending legal proceeding. Further,
the officer and director knows of no legal proceedings against SLW Enterprises
or its property contemplated by any governmental authority.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

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

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Suzanne Wood................... 43 President, Secretary, Treasurer, Director
</TABLE>

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

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

9
<PAGE>

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of May 1, 2000, SLW Enterprises'
outstanding common stock owned of record or beneficially by each Executive
Officer and Director and by each person who owned of record, or was known by
SLW Enterprises to own beneficially, more than 5% of its common stock, and the
shareholdings of all Executive Officers and Directors as a group. Each person
has sole voting and investment power with respect to the shares shown.

<TABLE>
<CAPTION>
Shares Percentage of
Name Owned Shares Owned
---- --------- -------------
<S> <C> <C>
Suzanne Wood, President, Secretary, Treasurer, and 1,600,000 100%
Director...........................................
Suite 210, 580 Hornby Street
Vancouver, BC V6C 3B6 Canada
All executive officers & directors as a group
(1 individual)..................................... 1,600,000 100%
</TABLE>

DESCRIPTION OF SECURITIES

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

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

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

The holders of shares of common stock are entitled to dividends, out of
funds legally available therefor, when and as declared by the Board of
Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. Each outstanding share of common
stock entitles the holder thereof to one vote per share on all matters. The
holders of the shares of common stock have no preemptive or subscription
rights. In the event of liquidation, dissolution or winding up of the affairs
of SLW Enterprises holders are entitled to receive, ratably, the net assets of
SLW Enterprises Inc. available to shareholders after payment of all creditors.

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

INTEREST OF NAMED EXPERTS AND COUNSEL

Neither Elliott Tulk Pryce Anderson nor Ogden Murphy Wallace, PLLC was
employed on a contingent basis in connection with the registration or offering
of SLW Enterprises' common stock.

10
<PAGE>

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

SLW Enterprises' articles of incorporation provide that it will indemnify
its officers and directors to the full extent permitted by Washington state
law. SLW Enterprises' bylaws provide that it will indemnify and hold harmless
each person who was, is or is threatened to be made a party to or is otherwise
involved in any threatened proceedings by reason of the fact that he or she is
or was a director or officer of SLW Enterprises or is or was serving at the
request of SLW Enterprises as a director, officer, partner, trustee, employee,
or agent of another entity, against all losses, claims, damages, liabilities
and expenses actually and reasonably incurred or suffered in connection with
such proceeding.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of SLW
Enterprises pursuant to the forgoing provisions or otherwise, SLW Enterprises
has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable.

DESCRIPTION OF BUSINESS

General

SLW Enterprises was incorporated under the laws of the State of Washington
on March 22, 2000, and is in its early developmental and promotional stages. To
date, SLW Enterprises' only activities have been organizational, directed at
acquiring its principal asset, raising its initial capital and developing its
business plan. SLW Enterprises has not commenced commercial operations. SLW
Enterprises has no full time employees and owns no real estate.

Acquisition of The License

On April 13, 2000, SLW Enterprises' sole shareholder, Suzanne Wood,
transferred to SLW Enterprises her rights under that certain License Agreement
with Vitamineralherb.com. The License Agreement grants an exclusive right to
distribute Vitamineralherb.com products to health and fitness professionals in
Montana, North Dakota, South Dakota and Wyoming via the Internet. Ms. Wood
acquired the license from Vitamineralherb.com for $35,000, which will be paid
by SLW Enterprises upon the successful completion of the initial public
offering pursuant to this registration statement and sale of all registered
shares pursuant to the offering. The license fee is secured by a promissory
note by SLW Enterprises to Vitamineralherb.com. Pursuant to the license, SLW
Enterprises is required to use its best efforts to cause this registration
statement to become effective as soon as possible after filing.

The License

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

As a licensee of Vitamineralherb.com, SLW Enterprises eliminates the need to
develop products, store inventory, build and maintain a website, establish
banking liaisons, and develop a fulfillment system, thereby enabling SLW
Enterprises to focus strictly on marketing and sales. SLW Enterprises plans to
target health and fitness professionals in Montana, North Dakota, South Dakota
and Wyoming who wish to offer health and fitness products to their customers.

11
<PAGE>

SLW Enterprises (and its customers) will have access to all products offered
on the Vitamineralherb website, as well as the ability to order custom-
formulated and custom-labeled products. Vitamineralherb.com sets the price for
products based on the manufacturer's price, plus a mark up which provides a 10%
commission to Vitamineralherb.com and a profit for SLW Enterprises. Three
different labeling options are available to customers: First, products may be
ordered with the manufacturer's standard label with no customization. Second,
the fitness or health professional may customize the labels by adding its name,
address, and phone number to the standard label. In most cases, these labels
would be a standardized label with product information and a place on the label
for the wording "Distributed by." This gives these health and fitness
professionals a competitive edge. Third, labels may be completely customized
for the health or fitness professional.

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

The website is maintained by Vitamineralherb.com, and each licensee pays an
annual website maintenance fee of $500. All financial transactions are handled
by Vitamineralherb.com's Internet clearing bank. The Vitamineralherb webmaster
downloads e-mail orders several times a day, checks with clearing bank for
payment and then submits the product order and electronic payment to
International Formulation and Manufacturing. Vitamineralherb.com then forwards
the money due SLW Enterprises via electronic funds transfer. Vitamineralherb's
software tracks all sales through the customer's identification number, and at
month end, e-mails to SLW Enterprises and customer a detailed report including
sales commissions. Vitamineralherb has indicated that it will use e-commerce
advertising such as banner ads on major servers and websites, as well as trying
to insure that all major search engines pick Vitamineralherb.com first. Sales
originating from the website to customers located in Montana, North Dakota,
South Dakota and Wyoming will automatically be assigned to SLW Enterprises.

Background on the Manufacturer and Distributor

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, USA. International
Formulation and Manufacturing has been a contract manufacturer of vitamin,
mineral, nutritional supplement, and alternative health products for various
marketing organizations for approximately six years; International Formulation
and Manufacturing does no retail marketing. In addition to a line of standard
products, International Formulation and Manufacturing is able to manufacture
custom blended products for customers. International Formulation and
Manufacturing also has the capability to supply privately labeled products for
SLW Enterprises' customers at a minimal added cost. Vitamineralherb.com has
just begun developing its vitamin marketing and distributorship business.

Implementation of Business Plan: Milestones

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

12
<PAGE>

In order to determine the feasibility of its business plan, SLW Enterprises
may, during the next six to twelve months, conduct research into the various
potential target markets. Should SLW Enterprises determine that the
exploitation of the license is feasible, it will engage salespeople to market
the products. The expenses of market research and obtaining salespeople will
likely exceed the funds raised by this offering, and SLW Enterprises will have
to obtain additional financing through an offering or through capital
contributions by current shareholders. No commitments to provide additional
funds have been made by management or shareholders. Accordingly, there can be
no assurance that any additional funds will be available on terms acceptable to
SLW Enterprises or at all. SLW Enterprises expects to begin earning revenues
shortly after a sales force is in place.

Industry Background

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

The vitamin, supplement, mineral and alternative health product market. In
recent years, a growing awareness of vitamins, herbs, and other dietary
supplements by the general public has created a whole new segment in the field
of medicine and health care products. According to Jupiter Communications,
online sales of such products are expected to be US $434 million in the year
2003, up from $1 million in 1998. SLW Enterprises believes that several factors
are driving this growth, including a rapidly growing segment of the population
that is concerned with aging and disease, a growing interest in preventative
health care, favorable consumer attitudes toward alternative health products
and a favorable regulatory statute, the Dietary Supplement Health and Education
Act of 1994.

Competition

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

. traditional vitamins, supplements, minerals and alternative health
products retailers;

. the online retail initiatives of several traditional vitamins,
supplements, minerals and alternative health products retailers;

. online retailers of pharmaceutical and other health-related products
that also carry vitamins, supplements, minerals and alternative health
products;

. independent online retailers specializing in vitamins, supplements,
minerals and alternative health products;

. mail-order and catalog retailers of vitamins, supplements, minerals and
alternative health products, some of which have already developed online
retail outlets; and

. direct sales organizations, retail drugstore chains, health food store
merchants, mass market retail chains and various manufacturers of
alternative health products.

Many of SLW Enterprises' potential competitors have longer operating
histories, larger customer or user bases, greater brand recognition and
significantly greater financial, marketing and other resources than SLW

13
<PAGE>

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

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

. ability to attract and retain customers;

. breadth of product selection;

. product pricing;

. ability to customize products and labeling;

. quality and responsiveness of customer service.

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

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

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

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

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

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

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

. Broad Expandable Product Assortment. SLW Enterprises' product selection
is substantially larger than that offered by store-based retailers.

. Low Product Prices. Product prices can be kept low due to volume
purchases through SLW Enterprises' affiliation with Vitamineralherb.com
and other licensees. Product prices will also be lower due to SLW
Enterprises' lack of need of inventory and warehouse space. All products
are shipped from International Formulation and Manufacturing's
inventory.

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

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

14
<PAGE>

Regulatory Environment

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

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

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

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

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

15
<PAGE>

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 SLW
Enterprises' site may be determined by the Food and Drug Administration to be
drug claims rather than acceptable statements of nutritional support. In
addition, some of SLW Enterprises' suppliers may incorporate objectionable
statements directly in their product names or on their products' labels, or
otherwise fail to comply with applicable manufacturing, labeling and
registration requirements for over-the-counter or homeopathic drugs or dietary
supplements. As a result, Vitamineralherb.com may have to remove objectionable
statements or products from its site or modify these statements, or product
names or labels, in order to comply with Food and Drug Administration
regulations. Such changes could interfere with SLW Enterprises' marketing of
products and could cause us to incur significant additional expenses.

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

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

16
<PAGE>

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

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

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

Employees

SLW Enterprises is a development stage company and currently has no
employees. SLW Enterprises is currently managed by Suzanne Wood, its sole
officer and director. SLW Enterprises looks to Ms. Wood for her entrepreneurial
skills and talents. For a complete discussion of Ms. Wood'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. SLW Enterprises may hire marketing employees
based on the projected size of the market and the compensation necessary to
retain qualified sales employees. A portion of any employee compensation likely
would include the right to acquire stock in SLW Enterprises, which would dilute
the ownership interest of holders of existing shares of its common stock.

Available Information and Reports to Securities Holders

SLW Enterprises has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 with respect to the common stock offered by
this prospectus. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the
registration statement

17
<PAGE>

or the exhibits and schedules which are part of the registration statement. For
further information with respect to SLW Enterprises and its common stock, see
the registration statement and the exhibits and schedules thereto. Any document
SLW Enterprises files may be read and copied at the Commission's Public
Reference Room located at 450 Fifth Street NW., Washington D.C. 20549, and the
public reference rooms in New York, New York, and Chicago, Illinois. Please
call the Commission at 1-800-SEC-0330 for further information about the public
reference rooms. SLW Enterprises' filings with the Commission are also
available to the public from the Commission's website at http://www.sec.gov.

Upon completion of this offering, SLW Enterprises will become subject to the
information and periodic reporting requirements of the Securities Exchange Act
and, accordingly, will file periodic reports, proxy statements and other
information with the Commission. Such periodic reports, proxy statements and
other information will be available for inspection and copying at the
Commission's public reference rooms, and the website of the Commission referred
to above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. Words such as "anticipates," "believes,"
"plans," "expects," "future," "intends" and similar expressions are used to
identify forward-looking statements. This prospectus also contains forward-
looking statements attributed to certain third parties relating to their
estimates regarding the potential markets for Vitamineralherb products.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. SLW
Enterprises' actual results could differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
SLW Enterprises described in "Risk Factors" and elsewhere in this prospectus.
The following discussion and analysis should be read in conjunction with SLW
Enterprises' Financial Statements and Notes thereto and other financial
information included elsewhere in this prospectus.

Results of Operations

During the period from March 22, 2000 through April 30, 2000, SLW
Enterprises has engaged in no significant operations other than organizational
activities, acquisition of the rights to market Vitamineralherb and preparation
for registration of its securities under the Securities Act of 1933, as
amended. No revenues were received by SLW Enterprises during this period.

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

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

Liquidity and Capital Resources

SLW Enterprises remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, SLW Enterprises' balance sheet

18
<PAGE>

as of April 30, 2000, reflects total assets of $35,000, in the form of a
license and capitalized organizational costs.

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

SLW Enterprises is conducting this offering, in part, because it believes
that an early registration of its equity securities will minimize some of the
impediments to capital formation that otherwise exist. By having a registration
statement in place, SLW Enterprises believes it will be in a better position,
either to conduct a future public offering of its securities or to undertake a
private placement with registration rights, than if it were a completely
private company. Registering its shares will help minimize the liquidity
discounts SLW Enterprises may otherwise have to take in a future private
placement of its equity securities, because investors will have a high degree
of confidence that the Rule 144(c)(1) public information requirement will be
satisfied, and a public market will exist to effect Rule 144(g) broker
transactions. SLW Enterprises believes that the cost of registering its
securities, and undertaking the affirmative disclosure obligations that such a
registration entails, will be more than offset by avoiding deep liquidity
discounts in future sales of securities. No specific private investors have
been identified, but SLW Enterprises' management has general knowledge of an
investor class interested in investing in companies that can demonstrate a
clear path to an early liquidity event.

No commitments to provide additional funds have been made by management or
shareholders. Accordingly, there can be no assurance that any additional funds
will be available on terms acceptable to SLW Enterprises or at all. SLW
Enterprises expects to begin earning revenues shortly after a sales force is in
place.

In addition, SLW Enterprises may engage in a combination with another
business. SLW Enterprises cannot predict the extent to which its liquidity and
capital resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the operating
losses (if any) of the business entity with which SLW Enterprises may
eventually combine. SLW Enterprises has engaged in discussions concerning
potential business combinations, but has not entered into any agreement for
such a combination.

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

19
<PAGE>

DESCRIPTION OF PROPERTY

SLW Enterprises currently maintains limited office space, occupied by
Suzanne Wood, for which it pays no rent. Its address is Suite 210, 580 Hornby
Street, Vancouver, British Columbia V6C 3B6, Canada and its phone number is
(604) 687-6991. SLW Enterprises does not believe that it will need to obtain
additional office space at any time in the foreseeable future until its
business plan is more fully implemented.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No established public trading market exists for SLW Enterprises' securities.
SLW Enterprises has no common equity subject to outstanding purchase options or
warrants. SLW Enterprises has no securities convertible into its common equity.
There is no common equity that could be sold pursuant to Rule 144 under the
Securities Act or that SLW Enterprises has agreed to register under the
Securities Act for sale by shareholders. Except for this offering, there is no
common equity that is being, or has been publicly proposed to be, publicly
offered by SLW Enterprises.

As of May 1, 2000, there were 1,600,000 shares of common stock outstanding,
held by 1 shareholder of record. Upon effectiveness of the registration
statement that includes this prospectus, all of SLW Enterprises' outstanding
shares will be eligible for sale.

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

EXECUTIVE COMPENSATION

No officer or director has received any remuneration from SLW Enterprises.
Although there is no current plan in existence, it is possible that SLW
Enterprises will adopt a plan to pay or accrue compensation to its officers and
directors for services related to the implementation of SLW Enterprises'
business plan. SLW Enterprises has no stock option, retirement, incentive,
defined benefit, actuarial, pension or profit-sharing programs for the benefit
of directors, officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future. SLW Enterprises
has no employment contract or compensatory plan or arrangement with any
executive officer of SLW Enterprises. The director currently does not receive
any cash compensation from SLW Enterprises for her service as a member of the
board of directors. There is no compensation committee, and no compensation
policies have been adopted. See "Certain Relationships and Related
Transactions."

20
<PAGE>

SLW ENTERPRISES INC.
(A Development Stage Company)

<TABLE>
<CAPTION>
Index
-----
<S> <C>
Independent Auditor's Report.............................................. F-1

Balance Sheet............................................................. F-2

Statement of Operations................................................... F-3

Statement of Cash Flows................................................... F-4

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

Notes to the Financial Statements......................................... F-6
</TABLE>
<PAGE>

INDEPENDENT AUDITOR'S REPORT

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

We have audited the accompanying balance sheet of SLW Enterprises Inc. (A
Development Stage Company) as of April 30, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from March 22,
2000 (Date of Inception) to April 30, 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 U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

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

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

/s/ Elliott Tulk Pryce Anderson

CHARTERED ACCOUNTANTS

Vancouver, Canada
May 1, 2000

F-1
<PAGE>

SLW ENTERPRISES INC.
(A Development Stage Company)

BALANCE SHEET

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
April 30,
2000
---------
ASSETS
------
<S> <C>
License (Notes 3 and 4).......................................... $35,000
=======
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<S> <C>
Current Liabilities
Note payable (Note 4).......................................... $35,000
-------
Stockholders' Equity
Common Stock, 100,000,000 common shares authorized with a par
value of $.0001; 20,000,000 preferred shares with a par value
of $.0001; 1,600,000 common shares issued and outstanding..... 160
Additional Paid in Capital..................................... 15,840
Preferred Stock, 20,000,000 preferred shares authorized with a
par value of $.0001; none issued.............................. --
Deficit Accumulated During the Development Stage............... (16,000)
-------
--
-------
$35,000
=======
Contingent Liability (Note 1)

Commitment (Note 3)
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-2
<PAGE>

SLW ENTERPRISES INC.
(A Development Stage Company)

STATEMENT OF OPERATIONS

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
From March 22, 2000
(Date of Inception)
to April 30, 2000
-------------------
<S> <C>
Revenue................................................ $ --
--------
Expenses
Legal and organizational............................. 16,000
--------
Net Loss............................................... (16,000)
========
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-3
<PAGE>

SLW ENTERPRISES INC.
(A Development Stage Company)

STATEMENT OF CASH FLOWS

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
From March 22, 2000
(Date of Inception)
to April 30, 2000
-------------------
<S> <C>
Cash Flows to Operating Activities......................... $
Net loss................................................. (16,000)
Non-cash item............................................ 16,000
--------
Net Cash Used by Operating Activities --
--------
Change in cash............................................. --
Cash--beginning of period.................................. --
--------
Cash--end of period........................................ --
========
Non-Cash Financing Activities
A total of 1,600,000 shares were issued to a director at
a fair market value of $0.01 per share for legal and
organizational expenses paid............................ 16,000
A note payable was assumed by the Company for the
acquisition of a License from a director (Notes 3 and
5)...................................................... 35,000
--------
51,000
========
Supplemental Disclosures --
Interest paid............................................ --
Income tax paid.......................................... --
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-4
<PAGE>

SLW ENTERPRISES INC.
(A Development Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY
From March 22, 2000 (Date of Inception) to April 30, 2000

(expressed in U.S. dollars)

<TABLE>
<CAPTION>
Deficit
Accumulated
Common Stock Additional During the
---------------- Paid-in Development
Shares Amount Capital Total Stage
--------- ------ ---------- ------- -----------
<S> <C> <C> <C> <C> <C>
Balance--March 22, 2000
(Date of Inception)........ -- $-- $ -- $ -- $ --
Stock issued for legal and
organizational expenses
at a fair market value of
$0.01 per share.......... 1,600,000 160 15,840 16,000 --
Net loss for the period... -- -- -- -- (16,000)
--------- ---- ------- ------- --------
Balance--April 30, 2000..... 1,600,000 160 15,840 16,000 (16,000)
========= ==== ======= ======= ========
</TABLE>

(The accompanying notes are an integral part of the financial statements)

F-5
<PAGE>

SLW ENTERPRISES INC.
(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

(expressed in U.S. dollars)

1. DEVELOPMENT STAGE COMPANY

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

The Company is in the development stage.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Year end

The Company's fiscal year end is April 30.

(b) License

The cost to acquire a license is capitalized as incurred. These costs
will be amortized on a straight-line basis over the next twelve months,
commencing May 1, 2000.

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

(d) Use of Estimates

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

3. LICENSE

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

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

F-6
<PAGE>

SLW ENTERPRISES, INC.
(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS--(Continued)

(expressed in U.S. dollars)

4. NOTE PAYABLE

The note payable is unsecured, non-interest bearing and is repayable upon
the successful completion of an Initial Public Offering of the common stock of
the Company and sale of all registered shares pursuant to such offering.

5. RELATED PARTY TRANSACTION

The License referred to in Note 3 was assigned to the Company by the sole
director and President of the Company for consideration of the assumption of a
note payable of $35,000.

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

F-7
<PAGE>

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

None.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

SLW Enterprises' Articles of Incorporation provide that it must indemnify
its directors and officers to the fullest extent permitted under Washington law
against all liabilities incurred by reason of the fact that the person is or
was a director or officer of SLW Enterprises or a fiduciary of an employee
benefit plan, or is or was serving at the request of SLW Enterprises as a
director or officer, or fiduciary of an employee benefit plan, of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise.

The effect of these provisions is potentially to indemnify SLW Enterprises'
directors and officers from all costs and expenses of liability incurred by
them in connection with any action, suit or proceeding in which they are
involved by reason of their affiliation with SLW Enterprises. Pursuant to
Washington law, a corporation may indemnify a director, provided that such
indemnity shall not apply on account of: (a) acts or omissions of the director
finally adjudged to be intentional misconduct or a knowing violation of law;
(b) unlawful distributions; or (c) any transaction with respect to which it was
finally adjudged that such director personally received a benefit in money,
property, or services to which the director was not legally entitled.

The bylaws of SLW Enterprises, filed as Exhibit 3.2, provide that it will
indemnify its officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings against them on
account of their being or having been directors or officers of SLW Enterprises,
absent a finding of negligence or misconduct in office. SLW Enterprises' Bylaws
also permit it to maintain insurance on behalf of its officers, directors,
employees and agents against any liability asserted against and incurred by
that person whether or not SLW Enterprises has the power to indemnify such
person against liability for any of those acts.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The securities are being registered for the account of selling shareholders,
and all of the following expenses will be borne by such shareholders. The
amounts set forth are estimates except for the SEC registration fee:

<TABLE>
<S> <C>
SEC registration fee................................................ $ 35
Printing and engraving expenses..................................... -0-
Attorneys' fees and expenses........................................ 16,000
Accountants' fees and expenses...................................... 1,500
Transfer agent's and registrar's fees and expenses.................. 500
Miscellaneous....................................................... 965
-------
Total............................................................... $19,000
=======
</TABLE>

The Registrant will bear all expenses shown above.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of SLW
Enterprises' 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.

II-1
<PAGE>

On April 13, 2000, SLW Enterprises issued 1,600,000 shares of common stock
to Suzanne Wood in satisfaction of legal expenses ($16,000). The issuance of
the shares was exempt from registration under Rule 506 of Regulation D, and
sections 3(b) and 4(2) of the Securities Act of 1933, as amended, due to
Ms. Woods' status as the founder and initial management of SLW Enterprises, and
her status as an accredited investor, and the limited number of investors
(one).

EXHIBITS

The following exhibits are filed as part of this Registration Statement:

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Stock Certificate
4.2 Stock Subscription Agreement
5.1 Opinion re: legality
10.1 License Agreement
10.2 Assignment of License Agreement
10.3 Promissory Note to Vitamineralherb.com Inc.
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule
</TABLE>

UNDERTAKINGS

The Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities
offered, and the Offering of the securities of the securities at that time
to be the initial bona fide Offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the Offering.

(4) Provide to the Underwriters at the closing specified in the
underwriting agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.

(5) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act as part of this registration statement as
of the time the Commission declared it effective.

(6) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and the offering of the securities at that time as the initial
bona fide Offering of those securities.

II-2
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, Canada, on June 2,
2000.

SLW Enterprises Inc.

/s/ Suzanne Wood
By: _________________________________
Suzanne Wood,
President

In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----

<S> <C> <C>
/s/ Suzanne Wood President, Secretary, June 2, 2000
______________________________________ Treasurer, and Director
Suzanne Wood
</TABLE>

II-4
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1 Articles of Incorporation

3.2 Bylaws

4.1 Specimen Stock Certificate

4.2 Stock Subscription Agreement

5.1 Opinion re: legality

10.1 License Agreement

10.2 Assignment of License Agreement

10.3 Promissory Note to Vitamineralherb.com Inc.

23.1 Consent of Independent Auditors

23.2 Consent of Counsel (see Exhibit 5.1)

27.1 Financial Data Schedule
</TABLE>