DYNAMIC VENTURES INC/CANADA, SB-2, 2000-06-30

DYNAMIC VENTURES INC/CANADA
SB-2, 2000-06-30

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As filed with the Securities and Exchange Commission on June 29, 2000

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________

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

DYNAMIC VENTURES INC.
(Exact name of small business issuer in its charter)

WASHINGTON 5499 91-2023525
(State or other jurisdiction of (primary standard (I.R.S. Employer
Incorporation or organization) industrial code) Identification
Number)

1820 FULTON AVENUE
WEST VANCOUVER, BRITISH COLUMBIA V7V 1S9 CANADA
(604) 970-0999
(Address and telephone number of principal executive offices)

AGENT FOR SERVICE: WITH A COPY TO:
ERIC BOEHNKE, PRESIDENT JAMES L. VANDEBERG
DYNAMIC VENTURES INC. OGDEN MURPHY WALLACE, P.L.L.C.
1820 FULTON AVENUE 1601 FIFTH AVENUE, SUITE 2100
WEST VANCOUVER, BRITISH COLUMBIA V7V 1S9 SEATTLE, WASHINGTON 98101
CANADA
(604) 970-0999 (206) 447-7000

(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. [ ]

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

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
---------------------- ------------ --------------- --------------- -----------------
Class A
Common Stock 4,000,000 $ .01 $ 40,000 $ 10.56
---------------------- ------------ --------------- --------------- -----------------
</TABLE>

NOTE: Specific details relating to the fee calculation shall be furnished in
notes to the table, including references to provisions of Rule 457 ( 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.

--------------------------------------------------------------------------------
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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<PAGE>
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

JUNE ____ 2000

DYNAMIC VENTURES INC.

1820 FULTON AVENUE
WEST VANCOUVER, BRITISH COLUMBIA V7V 1S9 CANADA
(604) 970-0999

4,000,000 Shares of Common Stock

This is the initial public offering of common stock of Dynamic Ventures
Inc., and no public market currently exists for shares of Dynamic Ventures
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.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.

SEE "RISK FACTORS" BEGINNING ON PAGE 2.

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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<PAGE>
TABLE OF CONTENTS
Page
----
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . 3

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Determination of Offering Price . . . . . . . . . . . . . . . . . 14

Selling Security Holders . . . . . . . . . . . . . . . . . . . . . 14

Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . 14

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . 15

Directors, Executive Officers, Promoters and Control Persons . . . . 15

Security Ownership of Certain Beneficial Owners and Management . . . 15

Description of Securities . . . . . . . . . . . . . . . . . . . . . 16

Interest of Named Experts and Counsel . . . . . . . . . . . . . 16

Disclosure of Commission Position on Indemnification for Securities Act 17

Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

Description of Business . . . . . . . . . . . . . . . . . . . . . . 26

Management's Discussion and Analysis or Plan of Operation . . . . . . 28

Description of Property . . . . . . . . . . . . . . . . . . . . . . 28

Certain Relationships and Related Transactions . . . . . . . . . . . 28

Market for Common Equity and Related Stockholder Matters . . . . . . 28

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . 29

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

Changes In and Disagreements With Accountants on Accounting And Financial
Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

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<PAGE>
PROSPECTUS SUMMARY

DYNAMIC VENTURES INC.

Dynamic Ventures Inc. is a corporation formed under the laws of the State
of Washington, whose principal executive offices are located in West 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

Dynamic Ventures Inc.
1820 Fulton Avenue
West Vancouver, British Columbia V7V 1S9 Canada
(604) 970-0999

THE OFFERING

- Price per share Offered: $0.01
- Common Stock Offered by Dynamic Ventures: 4,000,000 shares
- Common Stock Outstanding Prior to Offering: 4,600,000 shares
- Common Stock Outstanding After Offering*: 8,600,000 shares
*Assumes sale of all shares offered

Dynamic Ventures expects to use the net proceeds for organizational
purposes and to determine the feasibility of selling Vitamineralherb.com
products to specific markets. Dynamic Ventures is simultaneously applying to
the OTC Bulletin Board along with filing with the SEC.

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<PAGE>
RISK FACTORS

You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing the common stock of
Dynamic Ventures. Investing in Dynamic Ventures' common stock involves a high
degree of risk. Any of the following risks could adversely affect Dynamic
Ventures' 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. Dynamic Ventures' actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by Dynamic Ventures described in "Risk Factors" and elsewhere in
this prospectus.

RISKS RELATED TO DYNAMIC VENTURES INC.'S BUSINESS

Dynamic Ventures Has Incurred Losses Since Its Inception April 10, 2000 and
Expects Losses to Continue For the Foreseeable Future

Dynamic Ventures 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. Dynamic Ventures has only recently
acquired its principal asset. Dynamic Ventures 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 Dynamic Ventures' Arrangements with Its
Supplier May Have an Adverse Effect on Its Ability to Operate

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

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

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<PAGE>
Dynamic Ventures' 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. Dynamic Ventures may therefore be unable to successfully market and
sell its product, in which case it would not become profitable.

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

As part of its license, Dynamic Ventures' 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 funds to
Dynamic Ventures and its supplier. If the licensor fails to provide these
services, Dynamic Ventures may be unable to conduct its business. If Dynamic
Ventures unable to conduct its business, it may lose customers and revenues.
Dynamic Ventures' 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 Dynamic Ventures.
If the licensor does not maintain an up-to-date, effective website, Dynamic
Ventures may not be effective in its online sales.

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

Dynamic Ventures 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. Dynamic Ventures or its licensor may be unable to replace these
services on a timely basis or at all. If customer sales are disrupted, Dynamic
Ventures will lose customers and profitability.

Government Regulation of the Internet Could Adversely Affect Dynamic
Ventures' Profitability

Existing or future legislation could limit growth in use of the Internet,
which would curtail Dynamic Ventures' revenue growth. Any new regulation of
Internet commerce could damage Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures' business, results of operations,
and financial condition.

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<PAGE>
New Taxation Could Adversely Affect Dynamic Ventures' Profitability

The United States or other local or foreign jurisdictions may seek to
impose sales tax collection obligations on Dynamic Ventures for its sales over
the Internet. If one or more states or any foreign country successfully asserts
that Dynamic Ventures should collect sales or other taxes on the sale of its
products, it could also prevent Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures sells its products, resulting in restrictions on the
products and content Dynamic Ventures offers its customers and significant
additional expenses. The manufacture, packaging, labeling, advertising,
promotion, distribution and sale of Dynamic Ventures' products are subject to
regulation by numerous governmental agencies, the most active of which is the
U.S. Food and Drug Administration, which regulates Dynamic Ventures' products
under the Federal Food, Drug and Cosmetic Act and regulations promulgated
thereunder. Dynamic Ventures' products are also subject to regulation by, among
other regulatory entities, the Consumer Product Safety Commission, the U.S.
Department of Agriculture, and the Environmental Protection Agency. Advertising
and other forms of promotion and methods of marketing of Dynamic Ventures'
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 Dynamic Ventures' products are also
regulated by various state and local agencies as well as those of each foreign
country to which it distributes its products.

Dynamic Ventures 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 Dynamic
Ventures' products, adverse publicity or voluntary recalls and labeling changes.
If any governmental agency were to undertake an enforcement action against
Dynamic Ventures, 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. Dynamic Ventures' efforts to comply with existing laws and regulations
may be costly, may force it to change its selling strategy and may not be
successful. Dynamic Ventures 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.

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<PAGE>
Purchasers Must Rely on Mr. Boehnke's Abilities For All Decisions As He
Will Control the Majority of the Stock After the Offering. Dynamic
Ventures Has No Employment Agreement With Mr. Boehnke and He Spends
Only Part-time On Its Business. His Leaving May Adversely Effect Dynamic
Ventures' Ability To Operate

Mr. Boehnke is serving as Dynamic Ventures' sole officer and director.
Dynamic Ventures will be heavily dependent upon Mr. Boehnke's entrepreneurial
skills and experience to implement its business plan and may, from time to time,
find that his 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, Dynamic Ventures does
not have an employment agreement with Mr. Boehnke and as a result, there is no
assurance that he will continue to manage its affairs in the future. Nor has
Dynamic Ventures obtained a key man life insurance policy on Mr. Boehnke.
Dynamic Ventures could lose the services of Mr. Boehnke, or Mr. Boehnke could
decide to join a competitor or otherwise compete directly or indirectly with
Dynamic Ventures, which would have a significant adverse effect on its business
and could cause the price of its stock to be worthless. The services of Mr.
Boehnke would be difficult to replace.

Mr. Boehnke Has No Experience in Dynamic Ventures' Line of Business and May
Make Poor Business Decisions Which May Adversely Effect Its Business

Mr. Boehnke has no experience in marketing and retail sale of vitamins and
other nutritional supplements, or the sale of products over the Internet. Mr.
Boehnke is not a doctor, nutritionist, or health professional by trade. As a
result, Dynamic Ventures 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, Dynamic Ventures 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 Dynamic Ventures from
implementing its business plan, thereby limiting its profitability and
decreasing the value of its stock.

Dynamic Ventures May Be Subject to Product Liability Suits Which Could
Adversely Effect Its Financial Condition

Dynamic Ventures may be subject to product liability claims if any of the
products it sells results in injury. Dynamic Ventures 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. Dynamic Ventures
relies on third party manufacturers for its products and product disclosures.
Dynamic Ventures has no product liability insurance coverage. Although its
licensor warrants the products and provides indemnification to Dynamic Ventures
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 Dynamic Ventures does not have adequate indemnification, product
liability claims could be costly and divert management's attention from
business.

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<PAGE>
Unfavorable Publicity May Curtail the Market for Dynamic Ventures'
Products

The dietary supplement market is affected by national media attention
regarding the consumption of dietary supplements. Dynamic Ventures 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 Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures' sales and therefore its profitability.

Dynamic Ventures 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 Dynamic Ventures 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. Dynamic Ventures 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 Dynamic Ventures' potential competitors have longer operating
histories, larger customer or user bases, greater brand recognition and
significantly greater financial, marketing and other resources than Dynamic
Ventures 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 Dynamic Ventures 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 Dynamic Ventures 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 Dynamic Ventures. In the event of a
business combination, the ownership interests of holders of existing shares of
Dynamic Ventures' stock will be diluted. Due to its limited financial
resources, the only way Dynamic Ventures 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 Dynamic Ventures' 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, Dynamic Ventures' stockholders may not have an
opportunity to vote on whether to approve it. For example, Dynamic Ventures'
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 Dynamic Ventures' officers and directors must exercise
their powers in good faith and with a view to the interests of the corporation.

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<PAGE>
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 Dynamic Ventures' ongoing business, distract management and employees
and increase its expenses. If Dynamic Ventures 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
Dynamic Ventures. 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 Dynamic Ventures' profitability and
decrease the value of its stock. In addition, Dynamic Ventures' 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 Dynamic Ventures may eventually
acquire.

Dynamic Ventures 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, Dynamic Ventures 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. Dynamic Ventures 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 Dynamic Ventures'
common stock, which may result in a majority of the voting power being
transferred to new investors. New investors may replace Dynamic Ventures'
management. New management may decide not to continue to implement Dynamic
Ventures' 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 Dynamic Ventures.

FINANCIAL RISKS

Dynamic Ventures Has No Operating History and Financial Results Are
Uncertain

Dynamic Ventures 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 Dynamic Ventures' limited operating history, it is
difficult to accurately forecast its potential revenue. In order to become
profitable, Dynamic Ventures 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.

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Dynamic Ventures 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 to meet these challenges,
Dynamic Ventures will likely never become profitable.

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

Dynamic Ventures' 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. Dynamic Ventures has not 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 Dynamic Ventures. If not available, Dynamic Ventures'
operations would be severely limited, and it would be unable to implement its
business plan.

INVESTMENT RISKS

Dynamic Ventures' Common Stock Has No Prior Market, And Prices May Decline
After `the Offering

There is no public market for Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures'
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 Dynamic Ventures' 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 Dynamic Ventures stock.

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

Because Dynamic Ventures' 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 Dynamic Ventures'
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. Dynamic Ventures 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 Dynamic Ventures' stock.

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Accordingly, investors should consider the secondary market for Dynamic
Ventures' 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 Dynamic
Ventures 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 Dynamic Ventures' securities may constitute
"penny stock" within the meaning of the rules, the rules would apply to Dynamic
Ventures and its securities. The rules may further affect the ability of owners
of Dynamic Ventures' 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 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.

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<PAGE>
USE OF PROCEEDS

The net proceeds to Dynamic Ventures from the sale of the 4,000,000 shares
of common stock offered by Dynamic Ventures hereby at an assumed initial public
offering price of $.01 per share are estimated to be $40,000. Dynamic Ventures
expects to use the net proceeds as follows:

PURPOSE 50% SUBSCRIPTION* 100% SUBSCRIPTION**
------------------------- ------------------ --------------------

Organizational Purposes $ 1,000 $ 1,000
------------------------- ------------------ --------------------
Feasibility of License /
Market Research $ 13,500 $ 13,500
------------------------- ------------------ --------------------
Operational Expenses $ 5,500 $ 25,500
------------------------- ------------------ --------------------

*Assumes sale of 50% of the stock being offered
**Assumes sale of 100% of the stock being offered

Dynamic Ventures continually evaluates other business opportunities that
may be available to it, whether in the form of assets acquisitions or business
combinations. Dynamic Ventures may use a portion of the proceeds for these
purposes. Dynamic Ventures 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.

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

DETERMINATION OF OFFERING PRICE

Dynamic Ventures 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 Dynamic Ventures. It bears no relationship to the book value,
assets or earnings of Dynamic Ventures 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.

PLAN OF DISTRIBUTION

Dynamic Ventures will sell a maximum of 4,000,000 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. Dynamic
Ventures has not committed to keep the registration statement effective for any
set period of time. The gross proceeds to Dynamic Ventures will be $40,000 if
all the shares offered are sold. No commissions or other fees will be paid,
directly or indirectly, by Dynamic Ventures, 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 Dynamic Ventures' common stock.
Dynamic Ventures intends to apply to have its shares traded on the OTC bulletin
board under the symbol "DVEN."

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<PAGE>
LEGAL PROCEEDINGS

Dynamic Ventures 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 Dynamic Ventures 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 Dynamic Ventures:

NAME AGE POSITION
---------------- ------ --------------------------------------------------
Eric Boehnke 35 President, Secretary, Treasurer, Director
---------------- ------ --------------------------------------------------

In April 2000, Mr. Boehnke was elected as the sole officer and director of
Dynamic Ventures, of which he is the sole stockholder. He will serve until the
first annual meeting of Dynamic Ventures' shareholders and his successors are
elected and qualified. Thereafter, directors will be elected for one-year terms
at the annual shareholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement.

During the past year, Mr. Boehnke has worked with a group of independent
investors who acquire private companies and conduct reverse takeovers. In a
reverse takeover, the shareholder of an acquired company generally ends up
owning all or most of the resulting combined company. Mr. Boehnke devotes
approximately 50 per cent of his time to his position in the group, overseeing
acquisitions, operations and financing. Currently, he is president and director
of Hiking Adventures Inc., an OTC bulletin board company under the symbol
"HKAD." Before his involvement in this group, Mr. Boehnke owned his own company
whose focus was to raise money for private and public companies.

There are no plans, arrangements, or understandings pending for Dynamic
Ventures to acquire any or to be acquired by any company. Dynamic Ventures has
engaged in discussions concerning potential business combinations, but has not
entered into any agreement for such a combination.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

The following table sets forth, as of June 15, 2000, Dynamic Ventures'
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
Dynamic Ventures 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.

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<PAGE>
NAME SHARES OWNED PERCENTAGE OF SHARES OWNED
--------------------------------- ------------ --------------------------

Eric Boehnke, 4,600,000 100%
President, Secretary,
Treasurer and Director
1820 Fulton Avenue
West Vancouver, BC V7V 1S9 Canada
--------------------------------- ------------ --------------------------
ALL EXECUTIVE OFFICERS & 4,600,000 100%
DIRECTORS AS A GROUP (1 Individual)
------------------------------------------------------------------------------

DESCRIPTION OF SECURITIES
The following description of Dynamic Ventures' capital stock is a summary
of the material terms of its capital stock. This summary is subject to and
qualified in its entirety by Dynamic Ventures' articles of incorporation and
bylaws, and by the applicable provisions of Washington law.

The authorized capital stock of Dynamic Ventures 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 Dynamic Ventures' common stock.
The holders of shares of common stock of Dynamic Ventures 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 Dynamic Ventures' 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 Dynamic
Ventures, holders are entitled to receive, ratably, the net assets of Dynamic
Ventures 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 Dynamic Ventures' 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 Dynamic Ventures' common stock.

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<PAGE>
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Dynamic Ventures' articles of incorporation provide that it will indemnify
its officers and directors to the full extent permitted by Washington state law.
Dynamic Ventures' 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 Dynamic Ventures or is or was serving at the
request of Dynamic Ventures 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
Dynamic Ventures pursuant to the forgoing provisions or otherwise, Dynamic
Ventures 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

Dynamic Ventures was incorporated under the laws of the State of Washington
on April 10, 2000, and is in its early developmental and promotional stages. To
date, Dynamic Ventures' only activities have been organizational, directed at
acquiring its principal asset, raising its initial capital and developing its
business plan. Dynamic Ventures has not commenced commercial operations.
Dynamic Ventures has no full time employees and owns no real estate.

Acquisition of The License

On April 10, 2000, Dynamic Ventures' sole shareholder, Eric Boehnke, in
return for 4,600,00 shares of Dynamic Ventures' common stock, transferred to
Dynamic Ventures his 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
Nevada and Utah via the Internet. Mr. Boehnke acquired the license under the
terms of a settlement agreement by and between Mr. Boehnke, K-2 Logistics.com
Inc., a company in which he is the sole shareholder, officer and director, and
Mortenson & Associates, an affiliate of Vitamineralherb.com. Mortenson &
Associates had granted K-2 Logistics.com a license to distribute and produce an
oxygen enriched water product, called "Biocatalyst," for remediation of sewage
and waste water in septic tanks and waste water treatment facilities. Mortenson
& Associates acquired its right to sublicense Biocatalyst to K-2 Logisitics.com
from NW Technologies Inc. As a result of a legal dispute between Mortenson &
Associates' principal and NW Technologies, Mortenson & Associates was unable to
fulfill its obligations to K-2 Logistics.com under the license. Under the terms
of the settlement agreement, Vitamineralherb.com, an affiliate of Mortenson &
Associates, granted to Mr. Boehnke the license to distribute Vitamineralherb.com
products in part for his agreement not to pursue his individual claims against
Mortenson & Associates.

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<PAGE>
The License

Dynamic Ventures 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 Dynamic Ventures or Vitamineralherb.com gives the
other notice of its intent not to renew.

As a licensee of Vitamineralherb.com, Dynamic Ventures eliminates the need
to develop products, store inventory, build and maintain a website, establish
banking liaisons, and develop a fulfillment system, thereby enabling Dynamic
Ventures to focus strictly on marketing and sales. Dynamic Ventures plans to
target health and fitness professionals in Nevada and Utah who wish to offer
health and fitness products to their customers.

Dynamic Ventures (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 Dynamic
Ventures. 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, Dynamic Ventures'
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 Dynamic Ventures via electronic funds transfer. Vitamineralherb's
software tracks all sales through the customer's identification number, and at
month end, e-mails to Dynamic Ventures 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 Nevada and Utah will
automatically be assigned to Dynamic Ventures.

-18-
<PAGE>
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
Dynamic Ventures' customers at a minimal added cost. Vitamineralherb.com has
just begun developing its vitamin marketing and distributorship business.

Implementation of Business Plan: Milestones

Dynamic Ventures' business plan is to determine the feasibility of selling
Vitamineralherb.com products to targeted markets. Should Dynamic Ventures
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.

In order to determine the feasibility of its business plan, Dynamic
Ventures may, during the next six to twelve months, conduct research into the
various potential target markets. Should Dynamic Ventures 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 Dynamic Ventures 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
Dynamic Ventures or at all. Dynamic Ventures 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. Dynamic Ventures believes that this dramatic growth presents
significant opportunities for online retailers.

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<PAGE>
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. Dynamic Ventures 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

Dynamic Ventures' 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 Dynamic Ventures' potential competitors have longer operating histories,
larger customer or user bases, greater brand recognition and significantly
greater financial, marketing and other resources than Dynamic Ventures 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 Dynamic Ventures does. Increased
competition may result in reduced operating margins and loss of market share.

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<PAGE>
Dynamic Ventures 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.

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

Dynamic Ventures 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, Dynamic Ventures 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.

Dynamic Ventures hopes to attract and retain consumers through the
following key attributes of its business:

- Broad Expandable Product Assortment. Dynamic Ventures' 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 Dynamic Ventures' affiliation with
Vitamineralherb.com and other licensees. Product prices will also be
lower due to Dynamic Ventures' lack of need of inventory and warehouse
space. All products are shipped from International Formulation and
Manufacturing's inventory.

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<PAGE>
- 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.

Regulatory Environment

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Dynamic Ventures 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,

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<PAGE>
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 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 Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures' 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 Dynamic Ventures cannot assure you that all pieces of "third
party literature" that may be disseminated in connection with the products
Dynamic Ventures 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 Dynamic Ventures' selling methods, interfering with Dynamic

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<PAGE>
Ventures 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.

Dynamic Ventures 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, Dynamic Ventures cannot assure you that the current statutory scheme
and regulations applicable to dietary supplements will remain less restrictive.
Further, Dynamic Ventures 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
Dynamic Ventures' 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.

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<PAGE>
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 Dynamic Ventures' 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 Dynamic Ventures' opportunity to derive financial
benefit from such activities.

Employees

Dynamic Ventures is a development stage company and currently has no
employees. Dynamic Ventures is currently managed by Eric Boehnke, its sole
officer and director. Dynamic Ventures looks to Mr. Boehnke for his
entrepreneurial skills and talents. For a complete discussion of Mr. Boehnke'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. Dynamic Ventures 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 Dynamic

Ventures, which would dilute the ownership interest of holders of existing
shares of its common stock.

-25-
<PAGE>
Available Information and Reports to Securities Holders

Dynamic Ventures 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 or the exhibits and schedules which are part of the registration
statement. For further information with respect to Dynamic Ventures and its
common stock, see the registration statement and the exhibits and schedules
thereto. Any document Dynamic Ventures files may be read and copied at the
Commission's Public Reference Room located at 450 Fifth Street N.W., 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. Dynamic Ventures' 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, Dynamic Ventures 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 Dynamic Ventures' 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. Dynamic
Ventures' actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by
Dynamic Ventures described in "Risk Factors" and elsewhere in this prospectus.
The following discussion and analysis should be read in conjunction with Dynamic
Ventures' Financial Statements and Notes thereto and other financial information
included elsewhere in this prospectus.

Results of Operations

During the period from April 10, 2000 through May 31, 2000, Dynamic
Ventures 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 Dynamic Ventures during this period.

-26-
<PAGE>
For the current fiscal year, Dynamic Ventures 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. Dynamic Ventures
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.

Dynamic Ventures' 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

Dynamic Ventures remains in the development stage and, since inception, has
experienced no significant change in liquidity or captial resources or
shareholders' equity. Consequently, Dynamic Venture's balance sheet as of May
31, 2000, reflects total assets of $35,000, in the form of a license and
capitalized organizational costs. Organizational expenses of $11,000 were paid
for by the sole shareholder and expensed to operations.

In order to determine the feasibility of its business plan, Dynamic
Ventures plans, during the next six to twelve months, to conduct research into
these various potential target markets. Should Dynamic Ventures determine that
the exploitation of the license is feasible, it will engage salespeople to
market the products. Based primarily on discussions with the licensor, Dynamic
Ventures believes that during its first operational quarter, it will need a
capital infusion of approximately $55,000 to achieve a sustainable sales level
where ongoing operations can be funded out of revenues. This capital infusion
is intended to cover costs of advertising, hiring and paying two salespeople,
and administrative expenses. In addition, Dynamic Ventures 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 Dynamic Ventures will have to obtain
additional financing through an offering or capital contributions by current
shareholders.

Dynamic Ventures 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, Dynamic Ventures 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
Dynamic Ventures 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. Dynamic
Ventures 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 Dynamic
Ventures' management has general knowledge of an investor class interested in
investing in companies that can demonstrate a clear path to an early liquidity
event.

-27-
<PAGE>
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 Dynamic Ventures or at all. Dynamic
Ventures expects to begin earning revenues shortly after a sales force is in
place.

In addition, Dynamic Ventures may engage in a combination with another
business. Dynamic Ventures 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 Dynamic Ventures may
eventually combine. Dynamic Ventures has engaged in discussions concerning
potential business combinations, but has not entered into any agreement for such
a combination. Dynamic Ventures 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 Dynamic Ventures or at all. Dynamic Ventures
has no commitments for capital expenditures.

DESCRIPTION OF PROPERTY

Dynamic Ventures currently maintains limited office space, occupied by Eric
Boehnke, for which it pays no rent. Its address is 1820 Fulton Avenue, West
Vancouver, British Columbia V7V 1S9, Canada and its phone number is (604)
970-0999. Dynamic Ventures 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
Dynamic Ventures, and no owner of five percent or more of Dynamic Ventures'
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 Dynamic Ventures'
securities. Dynamic Ventures has no common equity subject to outstanding
purchase options or warrants. Dynamic Ventures 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 Dynamic Ventures 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 Dynamic Ventures.

-28-
<PAGE>
As of June 15, 2000, there were 4,600,000 shares of common stock
outstanding, held by 1 shareholder of record.

To date Dynamic Ventures 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 Dynamic Ventures'
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 Dynamic Ventures
Although there is no current plan in existence, it is possible that Dynamic
Ventures will adopt a plan to pay or accrue compensation to its officers and
directors for services related to the implementation of Dynamic Ventures'
business plan. Dynamic Ventures 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. Dynamic Ventures
has no employment contract or compensatory plan or arrangement with any
executive officer of Dynamic Ventures. The director currently does not receive
any cash compensation from Dynamic Ventures for his 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."

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

-29-
<PAGE>
FINANCIAL STATEMENTS
Dynamic Ventures Inc.
(A Development Stage Company)

Index

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

<PAGE>
Independent Auditor's Report
----------------------------

To the Board of Directors
Dynamic Ventures Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Dynamic Ventures Inc. (A
Development Stage Company) as of May 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from April 10,
2000 (Date of Inception) to May 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with 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 Dynamic Ventures Inc. (A
Development Stage Company), as of May 31, 2000, and the results of its
operations and its cash flows for the period from April 10, 2000 (Date of
Inception) to May 31, 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
June 27, 2000

<PAGE>
<TABLE>
<CAPTION>
Dynamic Ventures Inc.
(A Development Stage Company)
Balance Sheet
(expressed in U.S. dollars)

May 31,
2000
$

Assets

<S> <C>
License (Notes 3 and 4). . . . . . . . . . . . . . . . . . . . . . 22,687
========

Stockholders' Equity

Stockholders' Equity
Common Stock, 100,000,000 common shares authorized with a par
value of $.0001; 4,600,000 common shares issued and outstanding. 460
Additional Paid in Capital . . . . . . . . . . . . . . . . . . . . 45,540
--------
46,000
--------
Preferred Stock, 20,000,000 preferred shares authorized with a
par value of $.0001; none issued . . . . . . . . . . . . . . . . -
--------
Deficit Accumulated During the Development Stage . . . . . . . . . (23,313)
--------

22,687
========
</TABLE>

Contingent Liability (Note 1)
Commitment (Note 3)

F-2

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

<PAGE>
Dynamic Ventures Inc.
(A Development Stage Company)
Statement of Operations
(expressed in U.S. dollars)

From April 10, 2000
(Date of Inception)
to May 31, 2000
$
Revenue -
-------------------
Expenses
Amortization of license 2,063
Organizational expenses and offering costs 11,000
-------------------
Net Loss (13,063)
===================

F-3

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

<PAGE>
<TABLE>
<CAPTION>
Dynamic Ventures Inc.
(A Development Stage Company)
Statement of Cash Flows
(expressed in U.S. dollars)

From April 10, 2000
(Date of Inception)
to May 31, 2000
$
<S> <C>
Cash Flows to Operating Activities
Net loss (13,063)
----------------------

Non-cash items
Amortization of license 2,063
Organizational expenses and offering costs 11,000
----------------------

13,063
----------------------

Net Cash Used by Operating Activities -
----------------------
Change in cash -
----------------------
Cash - beginning of period -
----------------------
Cash - end of period -
----------------------
Non-Cash Financing Activities
A total of 3,500,000 shares were issued to a director
at a fair market value of $0.01 per share for the
acquisition of a License (Note 3) 35,000
Less dividend deemed paid (Note 4) (10,250)
A total of 1,100,000 shares were issued to a director
for organizational expenses and offering costs at a
fair market value of $0.01 per share 11,000
----------------------
35,750
Supplemental Disclosures ======================
Interest paid -
Income tax paid -
</TABLE>

F-4

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

<PAGE>
<TABLE>
<CAPTION>
Dynamic Ventures Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From April 10, 2000 (Date of Inception) to May 31, 2000
(expressed in U.S. dollars)

Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Total Stage
# $ $ $ $
<S> <C> <C> <C> <C> <C>
Balance - April 10, 2000 (Date of Inception). - - - - -

Stock issued for a license at a fair market
value of $0.01 per share. . . . . . . . . 3,500,000 350 34,650 35,000 -

Stock issued for organizational expenses and
offering costs at a fair market value
of $0.01 per share. . . . . . . . . . . . 1,100,000 110 10,890 11,000 -

Dividend deemed paid (Note 4) . . . . . . . - - - - (10,250)

Net loss for the period . . . . . . . . . . - - - - (13,063)
--------- --- ------ ------ --------

Balance - May 31, 2000. . . . . . . . . . . . 4,600,000 460 45,540 46,000 (23,313)
========= === ====== ====== ========
</TABLE>

F-5

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

<PAGE>
Dynamic Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)

1. Development Stage Company

Dynamic Ventures Inc. herein (the "Company") was incorporated in the State
of Washington, U.S.A. on April 10, 2000. The Company acquired a license to
market and distribute vitamins, minerals, nutritional supplements, and
other health and fitness products in the States of Nevada and Utah. 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 December 31.

(b) License

The cost to acquire a license is capitalized as incurred. These
costs are being 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) Revenue Recognition

The Company recognizes revenue on a net profit basis after the
grantor of its license receives 50% of the profits.
Revenue will be recorded when the grantor of the license has
received cleared funds, made and paid for the order with the
supplies of the product, and net profit is determined by the
grantor.

(e) 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.

F-6

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

<PAGE>
3. License

The Company's only asset is a license to market vitamins, minerals,
nutritional supplements and other health and fitness products in the States
of Nevada and Utah, 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. The license was
acquired on April 10, 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. See Note 4 for consideration paid to a related party for the
assignment of this license.

4. Related Party Transactions

The License referred to in Note 3 was assigned to the Company by the sole
director and President of the Company for consideration of 3,500,000 shares
having a fair market value of $35,000. The Company has estimated the cost
of the license to its President at $24,750. The estimate is based on an
allocation of the President's cash outlay of $33,000 for common stock of
K-2 Logistics.com Inc., by virtue of which the President obtained the
license as well as his continued ownership of K-2 Logistics.com Inc. The
fair market value of $35,000, based on recent comparable transactions, was
allocated at a par value of $350 and additional paid in capital of $34,650.
The excess of fair market value over predecessor cost, being $10,250, is
treated as a dividend. The Grantor of the License is not related to the
Company. The Company issued 1,100,000 shares having a fair market value of
$0.01 each to the President of the Company for organizational expenses and
offering costs in the amount of $11,000.

F-7

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

<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
-------------------------------------------------------

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Dynamic Ventures' 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 Dynamic Ventures or a fiduciary of an employee benefit
plan, or is or was serving at the request of Dynamic Ventures 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 Dynamic
Ventures' 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 Dynamic Ventures. 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 Dynamic Ventures, 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 Dynamic Ventures,
absent a finding of negligence or misconduct in office. Dynamic Ventures'
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 Dynamic Ventures 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:

SEC registration fee $ 10
Printing and engraving expenses -0-
Attorneys' fees and expenses 11,000
Accountants' fees and expenses 1,500
Transfer agent's and registrar's fees and expenses 500
Miscellaneous 965

Total $ 13,975
The Registrant will bear all expenses shown above.

RECENT SALES OF UNREGISTERED SECURITIES

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

On April 10, 2000, Dynamic Ventures issued 4,600,000 shares of common stock
to Eric Boehnke in compensation for the license of Vitamineralherb.com rights
and organizational expenses. 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 Mr. Boehnke's status as the founder
and initial management of Dynamic Ventures, and his status as an accredited
investor, and the limited number of investors (one).

EXHIBITS

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

EXHIBIT
NUMBER DESCRIPTION
------ ------------

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
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule

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.

-31-
<PAGE>
(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.

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.

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 West Vancouver, British Columbia, Canada, on June 29,
2000.

DYNAMIC VENTURES INC.

By:
---------------------------------
Eric Boehnke, President

-32-
<PAGE>
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.

June 29, 2000
--------------- -----------------------------
Date Eric Boehnke
President

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<PAGE>