AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON  July  2,  2004



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                                H-Net.Net, Inc.
                                ---------------
             (Exact name of Registrant as specified in its charter)

           Colorado                                84-1064958
           --------                                ----------
(State or other jurisdiction of                  (IRS  Employer
incorporation  or  organization)                Identification  No.)

                               3256 Chico Way, NW
                               ------------------
                              Bremerton, WA 98312
          (Address of Principal Executive Offices, including ZIP Code)

                   2004 Non-Qualified Stock Compensation Plan
                   ------------------------------------------
                            (Full title of the plan)

                              William M.Wright, III
                              ---------------------
                               3256 Chico Way, NW
                              Bremerton, WA 98312
                    (Name and address of agent for service)

                                 (360) 782-4477
                                 --------------
          (Telephone number, including area code, of agent for service)

<PAGE>

                        CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>

TITLE OF                             PROPOSED       PROPOSED
SECURITIES           AMOUNT OF       MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                  SHARES        OFFERING       AGGREGATE     REGISTRATION
REGISTERED        TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                     SHARE          PRICE(1)
----------        ----------------   ---------      ---------     ------------
<S>               <C>                <C>            <C>           <C>

$.001 par
value
common stock             1,000,000     $0.65        $ 650,000       $ 82.36
----------        ----------------   ---------      ---------     ------------

TOTALS                   1,000,000     $0.65        $ 650,000       $ 82.36

(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
     registration  fee  pursuant  to  the  provisions  of  Rule 457(c) under the
     Securities  Act  of 1933, as amended, and is calculated on the basis of the
     average of the high and low prices reported on the OTC Bulletin Board as of
     July  2,  2004.


</TABLE>


<PAGE>

                                   PROSPECTUS

                                H-Net.Net, Inc.

                        1,000,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by H-Net.Net, Inc. a Colorado
corporation("H-Net"),  of  1,000,000  shares  of  its  $.001 par value per share
common  stock  to  certain  employees,  officers, directors and consultants (the
"consultants")  pursuant  to  consulting  agreements  and the 2004 Non-Qualified
Stock  Compensation Plan (the "Stock Plan").  Pursuant to the Stock Plan and the
consulting  agreements,  in  payment for services rendered, H-Net is registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
the  consultants  and  persons  covered  by  the Stock Plan, 1,000,000 shares of
common  stock.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of H-Net within the
meaning  of  the  Securities Act of 1933 (the "Act") may sell all or part of the
shares  in  any  way  permitted  by law, including sales in the over-the-counter
market  at  prices  prevailing  at  the  time  of such sale.  H-Net is currently
registering  250,000  shares  for  affiliates  of  the company.  An affiliate is
summarily,  any  director, executive officer or controlling shareholder of H-Net
or  any  one of its subsidiaries.  An "affiliate" of H-Net is subject to Section
16(b)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act").
If a consultant who is not now an "affiliate" becomes an "affiliate" of H-Net in
the  future,  he/she would then be subject to Section 16(b) of the Exchange Act.
The  common  stock  is traded on the OTC Bulletin Board under the symbol "HNNT."

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this prospectus is July 2, 2004.


<PAGE>
This  prospectus  is part of a registration statement which was filed and became
effective  under  the Securities Act of 1933, as amended (the "Securities Act"),
and  does  not  contain  all  of  the  information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  registration  statement  or  other filings by H-Net with the Commission are
qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests should be addressed to:  H-Net, 3256 Chico
Way,  NW,  Bremerton,  WA  98312.  H-Net's  telephone  number is (360) 782-4497.

     H-Net  is  subject to the reporting requirements of the Exchange Act and in
accordance  therewith  files  reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by H-Net under the Exchange Act may be inspected and copied at
the  public  reference  facilities  maintained  by  the  Commission at 450 Fifth
Street,  N.W.,  Washington  D.C.  20549.

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been  authorized  by  H-Net  This  prospectus  does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

     Neither  the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in  the  affairs  of  H-Net  since  the  date  hereof.

<PAGE>

                                TABLE OF CONTENTS


INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     6

Item  1.  The  Plan  Information                                               6

Item  2.  Registrant Information and Employee Plan Annual Information          8

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        8

Item  3.  Incorporation  of  Documents  by  Reference                          8

Item  4.  Description  of  Securities                                          8

Item  5.  Interests  of  Named  Experts  and  Counsel                          8

Item  6.  Indemnification of Officers, Directors,
          Employees and Agents; Insurance                                      9

Item  7.  Exemption  from  Registration  Claimed                               9

Item  8.  Exhibits                                                             9

Item  9.  Undertakings                                                        10

SIGNATURES                                                                    12


<PAGE>

                                     PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS

ITEM  1.  THE  PLAN  INFORMATION.

THE  COMPANY

     H-Net has its principal executive offices at 3256 Chico Way, NW, Bremerton,
WA  98312.  H-Net's  telephone  number  is  (360)  782-4477.

PURPOSE

     H-Net will issue common stock to certain employees, officers, directors and
consultants pursuant to consulting agreements and the Stock Plan, which has been
approved  by  the Board of Directors of H-Net. The agreements and the Stock Plan
are intended to provide a method whereby H-Net may be stimulated by the personal
involvement  of  such  employees, officers, directors and consultants in H-Net's
future  prosperity,  thereby  advancing  the  interests  of H-Net and all of its
shareholders.  The  Stock Plan has been filed as an exhibit to this registration
statement.

COMMON  STOCK

     The  Board  has  authorized  the  issuance of up to 1,000,000 shares of the
common  stock to the certain employees, officers, directors and consultants upon
effectiveness  of  this  registration  statement.

THE  CONSULTANTS

     The  consultants have agreed to provide their expertise and advice to H-Net
for  the  purposes  set  forth  in  the  consulting  agreements.

NO  RESTRICTIONS  ON  TRANSFER

     The  employees,  officers, directors and consultants will become the record
and  beneficial  owners of the shares of common stock upon issuance and delivery
and  are entitled to all of the rights of ownership, including the right to vote
any  shares  awarded and to receive ordinary cash dividends on the common stock.

TAX  TREATMENT  TO  THE  RECIPIENTS

     The  common  stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  The  employees,  officers, directors and consultants, therefore,
will  be  required  for  federal  income  tax purposes to recognize compensation
during  the  taxable  year  of  issuance  unless  the  shares  are  subject to a
substantial  risk  of  forfeiture.  Accordingly,  absent  a specific contractual
provision  to  the contrary, the recipients will receive compensation taxable at
ordinary  rates  equal  to  the  fair  market value of the shares on the date of
receipt  since  there  will  be  no  substantial  risk  of  forfeiture  or other
restrictions  on  transfer. If, however, the recipients receive shares of common
stock  pursuant  to  the  exercise  of an option or options at an exercise price
below  the  fair  market  value  of  the  shares  on  the  date of exercise, the
difference  between the exercise price and the fair market value of the stock on
the  date  of  exercise  will  be  deemed  compensation  for  federal income tax
purposes. The recipients are urged to consult each of their tax advisors on this
matter.  Further,  if  any  recipient  is  an  "affiliate," Section 16(b) of the
Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.

TAX  TREATMENT  TO  THE  COMPANY

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the  foregoing  discussion  will  be a tax deductible expense by H-Net for
federal  income  tax  purposes  in  the  taxable  year of H-Net during which the
recipient  recognizes  income.

RESTRICTIONS  ON  RESALES

     In  the  event  that  an affiliate of H-Net acquires shares of common stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of common stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to H-Net.  Services rendered have been recognized as valid consideration for the
"purchase"  of  shares in connection with the "profit" computation under Section
16(b)  of  the  Exchange  Act.  H-Net  has  agreed  that  for the purpose of any
"profit"  computation under 16(b), the price paid for the common stock issued to
affiliates  is  equal to the value of services rendered.  Shares of common stock
acquired  hereunder  by persons other than affiliates are not subject to Section
16(b)  of  the  Exchange  Act.

<PAGE>

ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     A  copy  of  any document or part thereof incorporated by reference in this
registration  statement  but  not delivered with this prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request. Requests should be
addressed  to:  H-Net,  3256  Chico  Way,  NW,  Bremerton,  WA  98312, where its
telephone  number  is  (360)  782-4477


                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  H-Net,  a  Colorado  corporation  (the  "Company"), are
incorporated  herein  by  reference:

(a)  The  Company's  latest  Annual  Report  on  Form  10-KSB for the year ended
     January  31,  2004,  filed  with  the  Securities  and Exchange Commission;
(b)  The  reports of the Company filed pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934, as amended (the "Exchange Act") since the
     fiscal  year  ended  January  31,  2004;
(c)  A  description  of  the  Company's  common  stock  as contained in its Form
     10-KSB, as amended, filed April 30, 2004, including any amendment or report
     filed  for  the  purpose  of  updating  such  description;  and
(d)  All  other  documents  filed  by  the  Company  after  the  date  of  this
     registration  statement  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act, prior to the filing of a post-effective amendment to this
     registration  statement  which  indicates  that all securities offered have
     been sold or which de-registers all securities then remaining unsold, shall
     be  deemed  to  be incorporated by reference in this registration statement
     and  to  be  a  part  hereof  from  the  date  of  filing  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     The  financial  statements  of  H-Net are incorporated by reference in this
prospectus  as  of and for the year ended January 31, 2004 and have been audited
by  Bongiovanni & Associates, P.A., independent certified public accountants, as
set forth in their report incorporated herein by reference, and are incorporated
herein  in  reliance  upon the authority of said firm as experts in auditing and
accounting.

ITEM  6.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES  AND  AGENTS;
          INSURANCE.

     Under  the  Colorado  Corporations  and  Associations  Act  (the "CCAA"), a
corporation  is  permitted  to  indemnify  its  directors  and  officers against
expenses,  judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably  incurred  in  connection  with  a  third-party  action, other than a
derivative  action, and against expenses actually and reasonably incurred in the
defense  or  settlement  of  a derivative action.  There must be a determination
that  the  individual acted in good faith and in a manner reasonably believed to
be  in  or not opposed to the best interests of the corporation.  However, under
the CCAA, this provision may not eliminate or limit the liability of a director:
(a)  In  connection  with  a proceeding by or in the right of the corporation in
which  the director was adjudged liable to the corporation; or (b) In connection
with  any  other  proceeding  charging  that  the  director  derived an improper
personal  benefit,  whether  or not involving action in an official capacity, in
which  proceeding  the  director was adjudged liable on the basis that he or she
derived  an  improper  personal  benefit.

     That  determination  must  be  made,  in the case of an individual who is a
director  or  officer  at  the  time of the determination:  By a majority of the
disinterested  directors,  even  though less than a quorum; by independent legal
counsel, regardless of whether a quorum of disinterested directors exists; or by
a  majority  vote of the shareholders at a meeting at which a quorum is present.
Finally,  directors  and  officers  are entitled to indemnification for expenses
relating  to  a successful defense on the merits or otherwise of a derivative or
third-party  action.

     A  true  and  correct copy of Title 7, Article 109, Section 102 of the CCCA
that  addresses  indemnification of officers and directors is attached hereto as
Exhibit  99.1.

     The  effect of these provisions may be to eliminate the rights of H-Net and
its  stockholders  (through stockholders' derivative suit on behalf of H-Net) to
recover  monetary  damages against a director of officer for breach of fiduciary
duty  as  such  director  or  officer, except in the situations described in the
preceding  paragraphs.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

(a)  The  following  exhibits  are  filed as part of this registration statement
     pursuant  to  Item  601  of  the  Regulation  S-K  and  are  specifically
     incorporated  herein  by  this  reference:


Exhibit  No.        Title
------------        -----

5.1                 Legal  opinion  of  Law  Offices  of  Harold H. Martin, P.A.

10.1                2004  Non-Qualified  Stock  Plan

23.1                Consent  of  Law Offices of Harold H. Martin, P.A. (included
                    in  Exhibit  5.1)

23.2                Consent  of  Bongiovanni  &  Associates,  P.A.

99.1                Title  7,  Article  109,  Section  102  of  the  Colorado
                    Corporations  and  Associations  Act.

ITEM  9.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
     post-effective  amendment  to  this  registration  statement  to:
(I)  include  any  prospectus required by Section 10(a)(3) of the Securities Act
     of  1933;
(II) reflect  in  the prospectus any facts or events arising after the effective
     date  of  the  registration  statement  (or  the most recent post-effective
     amendment  thereof)  which,  individually or in the aggregate, represents a
     fundamental  change  in  the  information  set  forth  in  the registration
     statement;
(III)include any material  information  with respect to the plan of distribution
     not  previously  disclosed  in  this registration statement or any material
     change  to  such  information  in  this  registration  statement. Provided,
     however,  that  paragraphs  (1)(i)  and  (1)(ii)  shall  not  apply  if the
     registration  statement  is  on  Form  S-3,  Form  S-8 or Form F-3, and the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by  the registrant
     pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of
     1934  that  are  incorporated  by  reference in the registration statement.

(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to the
     Securities  Act, each such post-effective amendment shall be deemed to be a
     new  registration statement relating to the securities offered therein, and
     the  offering of such securities offered at that time shall be deemed to be
     the  initial  bona  fide  offering  thereof.

(3)  To  remove  from registration by means of a post-effective amendment any of
     the  securities  being registered which remain unsold at the termination of
     the  offering.

(4)  To  deliver or cause to be delivered with the prospectus, to each person to
     whom  the prospectus is sent or given, the latest annual report to security
     holders  that  is incorporated by reference in the prospectus and furnished
     pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
     the  Securities  Exchange  Act  of  1934;  and,  where  interim  financial
     information  required to be presented by Article 3 of Regulation S-X is not
     set  forth  in the prospectus, to deliver, or cause to be delivered to each
     person to whom the prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the prospectus to provide
     such  interim  financial  information.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     may  be  permitted  to  directors,  officers  and  controlling  persons  of
     registrant  pursuant  to the foregoing provisions, or otherwise, 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  registrant  of  expenses  incurred  or  paid  by a director, officer or
     controlling  person  of 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, 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 is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.

     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.

<PAGE>

                                   SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  city  of  Bremerton,  State of Washington, on July 2, 2004.
H-Net.Net, Inc.

                                      (Registrant)


                                       /s/  William  M.  Wright,  III
                                       ------------------------------
                                       William  Wright
                                       President


     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.


          SIGNATURES                       TITLE                       DATE

/s/  William  M.  Wright,  III     President, Chief Executive     July  2,  2004
------------------------------     Officer and Chairman
William  M.  Wright,  III


/s/  Terry  L.  Stein              Treasurer  and  Director       July  2,  2004
---------------------
Terry  L.  Stein
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 24328}]
{"company-data": {"conformed-name": "H NET NET", "cik": "0000831232", "assigned-sic": "7372", "irs-number": "841064958", "state-of-incorporation": "CO", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-117118", "film-number": "04899585"}, "business-address": {"street1": "SUITE 645 345 THIRD STREET", "city": "NIAGARA FALLS", "state": "NY", "zip": "14303", "phone": "7162842465"}, "mail-address": {"street1": "603-7030 WOODBINE AVE", "street2": "MARKHAM", "city": "ONTARIO CANADA", "state": "A6", "zip": "L3R 6G2"}, "former-company": [{"former-conformed-name": "HNET COM INC", "date-changed": "20000104"}, {"former-conformed-name": "ALPHA BYTES INC", "date-changed": "19950306"}]}
AS  FILED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON  July  2,  2004

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                H-Net.Net, Inc.
                                ---------------
             (Exact name of Registrant as specified in its charter)

           Colorado                                84-1064958
           --------                                ----------
(State or other jurisdiction of                  (IRS  Employer
incorporation  or  organization)                Identification  No.)

                               3256 Chico Way, NW
                               ------------------
                              Bremerton, WA 98312
          (Address of Principal Executive Offices, including ZIP Code)

                   2004 Non-Qualified Stock Compensation Plan
                   ------------------------------------------
                            (Full title of the plan)

                              William M.Wright, III
                              ---------------------
                               3256 Chico Way, NW
                              Bremerton, WA 98312
                    (Name and address of agent for service)

                                 (360) 782-4477
                                 --------------
          (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
TITLE OF                             PROPOSED       PROPOSED
SECURITIES           AMOUNT OF       MAXIMUM        MAXIMUM       AMOUNT OF
TO BE                  SHARES        OFFERING       AGGREGATE     REGISTRATION
REGISTERED        TO BE REGISTERED   PRICE PER      OFFERING      FEE
                                     SHARE          PRICE(1)
----------        ----------------   ---------      ---------     ------------
$.001 par
value
common stock             1,000,000     $0.65        $ 650,000       $ 82.36
----------        ----------------   ---------      ---------     ------------

TOTALS                   1,000,000     $0.65        $ 650,000       $ 82.36

(1)  This  calculation  is  made  solely  for  the  purposes  of determining the
     registration  fee  pursuant  to  the  provisions  of  Rule 457(c) under the
     Securities  Act  of 1933, as amended, and is calculated on the basis of the
     average of the high and low prices reported on the OTC Bulletin Board as of
     July  2,  2004.
PROSPECTUS

                                H-Net.Net, Inc.

                        1,000,000 Shares Of Common Stock

     This prospectus relates to the offer and sale by H-Net.Net, Inc. a Colorado
corporation("H-Net"),  of  1,000,000  shares  of  its  $.001 par value per share
common  stock  to  certain  employees,  officers, directors and consultants (the
"consultants")  pursuant  to  consulting  agreements  and the 2004 Non-Qualified
Stock  Compensation Plan (the "Stock Plan").  Pursuant to the Stock Plan and the
consulting  agreements,  in  payment for services rendered, H-Net is registering
hereunder and then issuing, upon receipt of adequate consideration therefore, to
the  consultants  and  persons  covered  by  the Stock Plan, 1,000,000 shares of
common  stock.

     The  common  stock  is  not  subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of H-Net within the
meaning  of  the  Securities Act of 1933 (the "Act") may sell all or part of the
shares  in  any  way  permitted  by law, including sales in the over-the-counter
market  at  prices  prevailing  at  the  time  of such sale.  H-Net is currently
registering  250,000  shares  for  affiliates  of  the company.  An affiliate is
summarily,  any  director, executive officer or controlling shareholder of H-Net
or  any  one of its subsidiaries.  An "affiliate" of H-Net is subject to Section
16(b)  of  the Securities Exchange Act of 1934, as amended (the "Exchange Act").
If a consultant who is not now an "affiliate" becomes an "affiliate" of H-Net in
the  future,  he/she would then be subject to Section 16(b) of the Exchange Act.
The  common  stock  is traded on the OTC Bulletin Board under the symbol "HNNT."

THESE  SECURITIES  HAVE  NOT  BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF  THIS  PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                  The date of this prospectus is July 2, 2004.
This  prospectus  is part of a registration statement which was filed and became
effective  under  the Securities Act of 1933, as amended (the "Securities Act"),
and  does  not  contain  all  of  the  information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by  the  U.S.  Securities and Exchange Commission (the
"Commission") under the Securities Act.  The statements in this prospectus as to
the  contents  of any contracts or other documents filed as an exhibit to either
the  registration  statement  or  other filings by H-Net with the Commission are
qualified  in  their  entirety  by  the  reference  thereto.

     A  copy  of  any document or part thereof incorporated by reference in this
prospectus  but  not  delivered  herewith  will be furnished without charge upon
written  or  oral  request.  Requests should be addressed to:  H-Net, 3256 Chico
Way,  NW,  Bremerton,  WA  98312.  H-Net's  telephone  number is (360) 782-4497.

     H-Net  is  subject to the reporting requirements of the Exchange Act and in
accordance  therewith  files  reports and other information with the Commission.
These reports, as well as the proxy statements, information statements and other
information filed by H-Net under the Exchange Act may be inspected and copied at
the  public  reference  facilities  maintained  by  the  Commission at 450 Fifth
Street,  N.W.,  Washington  D.C.  20549.

     No  person  has  been  authorized  to  give  any information or to make any
representation,  other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been  authorized  by  H-Net  This  prospectus  does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the  person making such is not qualified or to any person to whom it is unlawful
to  make  an  offer  or  solicitation.

     Neither  the delivery of this prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in  the  affairs  of  H-Net  since  the  date  hereof.
TABLE OF CONTENTS

INFORMATION  REQUIRED  IN  THE  SECTION  10(A)  PROSPECTUS                     6

Item  1.  The  Plan  Information                                               6

Item  2.  Registrant Information and Employee Plan Annual Information          8

INFORMATION  REQUIRED  IN  THE  REGISTRATION  STATEMENT                        8

Item  3.  Incorporation  of  Documents  by  Reference                          8

Item  4.  Description  of  Securities                                          8

Item  5.  Interests  of  Named  Experts  and  Counsel                          8

Item  6.  Indemnification of Officers, Directors,
          Employees and Agents; Insurance                                      9

Item  7.  Exemption  from  Registration  Claimed                               9

Item  8.  Exhibits                                                             9

Item  9.  Undertakings                                                        10

SIGNATURES                                                                    12
PART 1
                    INFORMATION REQUIRED IN THE SECTION 10(A)
                                   PROSPECTUS

ITEM  1.  THE  PLAN  INFORMATION.

THE  COMPANY

     H-Net has its principal executive offices at 3256 Chico Way, NW, Bremerton,
WA  98312.  H-Net's  telephone  number  is  (360)  782-4477.

PURPOSE

     H-Net will issue common stock to certain employees, officers, directors and
consultants pursuant to consulting agreements and the Stock Plan, which has been
approved  by  the Board of Directors of H-Net. The agreements and the Stock Plan
are intended to provide a method whereby H-Net may be stimulated by the personal
involvement  of  such  employees, officers, directors and consultants in H-Net's
future  prosperity,  thereby  advancing  the  interests  of H-Net and all of its
shareholders.  The  Stock Plan has been filed as an exhibit to this registration
statement.

COMMON  STOCK

     The  Board  has  authorized  the  issuance of up to 1,000,000 shares of the
common  stock to the certain employees, officers, directors and consultants upon
effectiveness  of  this  registration  statement.

THE  CONSULTANTS

     The  consultants have agreed to provide their expertise and advice to H-Net
for  the  purposes  set  forth  in  the  consulting  agreements.

NO  RESTRICTIONS  ON  TRANSFER

     The  employees,  officers, directors and consultants will become the record
and  beneficial  owners of the shares of common stock upon issuance and delivery
and  are entitled to all of the rights of ownership, including the right to vote
any  shares  awarded and to receive ordinary cash dividends on the common stock.

TAX  TREATMENT  TO  THE  RECIPIENTS

     The  common  stock  is  not  qualified under Section 401(a) of the Internal
Revenue  Code.  The  employees,  officers, directors and consultants, therefore,
will  be  required  for  federal  income  tax purposes to recognize compensation
during  the  taxable  year  of  issuance  unless  the  shares  are  subject to a
substantial  risk  of  forfeiture.  Accordingly,  absent  a specific contractual
provision  to  the contrary, the recipients will receive compensation taxable at
ordinary  rates  equal  to  the  fair  market value of the shares on the date of
receipt  since  there  will  be  no  substantial  risk  of  forfeiture  or other
restrictions  on  transfer. If, however, the recipients receive shares of common
stock  pursuant  to  the  exercise  of an option or options at an exercise price
below  the  fair  market  value  of  the  shares  on  the  date of exercise, the
difference  between the exercise price and the fair market value of the stock on
the  date  of  exercise  will  be  deemed  compensation  for  federal income tax
purposes. The recipients are urged to consult each of their tax advisors on this
matter.  Further,  if  any  recipient  is  an  "affiliate," Section 16(b) of the
Exchange  Act  is  applicable  and  will  affect  the  issue  of  taxation.

TAX  TREATMENT  TO  THE  COMPANY

     The  amount  of  income recognized by any recipient hereunder in accordance
with  the  foregoing  discussion  will  be a tax deductible expense by H-Net for
federal  income  tax  purposes  in  the  taxable  year of H-Net during which the
recipient  recognizes  income.

RESTRICTIONS  ON  RESALES

     In  the  event  that  an affiliate of H-Net acquires shares of common stock
hereunder,  the  affiliate will be subject to Section 16(b) of the Exchange Act.
Further,  in the event that any affiliate acquiring shares hereunder has sold or
sells  any  shares  of common stock in the six months preceding or following the
receipt  of  shares hereunder, any so called "profit," as computed under Section
16(b)  of the Exchange Act, would be required to be disgorged from the recipient
to H-Net.  Services rendered have been recognized as valid consideration for the
"purchase"  of  shares in connection with the "profit" computation under Section
16(b)  of  the  Exchange  Act.  H-Net  has  agreed  that  for the purpose of any
"profit"  computation under 16(b), the price paid for the common stock issued to
affiliates  is  equal to the value of services rendered.  Shares of common stock
acquired  hereunder  by persons other than affiliates are not subject to Section
16(b)  of  the  Exchange  Act.
ITEM  2.  REGISTRANT  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION

     A  copy  of  any document or part thereof incorporated by reference in this
registration  statement  but  not delivered with this prospectus or any document
required  to  be delivered pursuant to Rule 428(b) under the Securities Act will
be  furnished  without  charge  upon written or oral request. Requests should be
addressed  to:  H-Net,  3256  Chico  Way,  NW,  Bremerton,  WA  98312, where its
telephone  number  is  (360)  782-4477

                                    PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.  INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

     The  following  documents filed with the Securities and Exchange Commission
(the  "Commission")  by  H-Net,  a  Colorado  corporation  (the  "Company"), are
incorporated  herein  by  reference:

(a)  The  Company's  latest  Annual  Report  on  Form  10-KSB for the year ended
     January  31,  2004,  filed  with  the  Securities  and Exchange Commission;
(b)  The  reports of the Company filed pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934, as amended (the "Exchange Act") since the
     fiscal  year  ended  January  31,  2004;
(c)  A  description  of  the  Company's  common  stock  as contained in its Form
     10-KSB, as amended, filed April 30, 2004, including any amendment or report
     filed  for  the  purpose  of  updating  such  description;  and
(d)  All  other  documents  filed  by  the  Company  after  the  date  of  this
     registration  statement  pursuant to Sections 13(a), 13(c), 14 and 15(d) of
     the Exchange Act, prior to the filing of a post-effective amendment to this
     registration  statement  which  indicates  that all securities offered have
     been sold or which de-registers all securities then remaining unsold, shall
     be  deemed  to  be incorporated by reference in this registration statement
     and  to  be  a  part  hereof  from  the  date  of  filing  such  documents.

ITEM  4.  DESCRIPTION  OF  SECURITIES.

     Not  applicable.

ITEM  5.  INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

     The  financial  statements  of  H-Net are incorporated by reference in this
prospectus  as  of and for the year ended January 31, 2004 and have been audited
by  Bongiovanni & Associates, P.A., independent certified public accountants, as
set forth in their report incorporated herein by reference, and are incorporated
herein  in  reliance  upon the authority of said firm as experts in auditing and
accounting.

ITEM  6.  INDEMNIFICATION  OF  OFFICERS,  DIRECTORS,  EMPLOYEES  AND  AGENTS;
          INSURANCE.

     Under  the  Colorado  Corporations  and  Associations  Act  (the "CCAA"), a
corporation  is  permitted  to  indemnify  its  directors  and  officers against
expenses,  judgments,  fines  and  amounts  paid  in  settlement  actually  and
reasonably  incurred  in  connection  with  a  third-party  action, other than a
derivative  action, and against expenses actually and reasonably incurred in the
defense  or  settlement  of  a derivative action.  There must be a determination
that  the  individual acted in good faith and in a manner reasonably believed to
be  in  or not opposed to the best interests of the corporation.  However, under
the CCAA, this provision may not eliminate or limit the liability of a director:
(a)  In  connection  with  a proceeding by or in the right of the corporation in
which  the director was adjudged liable to the corporation; or (b) In connection
with  any  other  proceeding  charging  that  the  director  derived an improper
personal  benefit,  whether  or not involving action in an official capacity, in
which  proceeding  the  director was adjudged liable on the basis that he or she
derived  an  improper  personal  benefit.

     That  determination  must  be  made,  in the case of an individual who is a
director  or  officer  at  the  time of the determination:  By a majority of the
disinterested  directors,  even  though less than a quorum; by independent legal
counsel, regardless of whether a quorum of disinterested directors exists; or by
a  majority  vote of the shareholders at a meeting at which a quorum is present.
Finally,  directors  and  officers  are entitled to indemnification for expenses
relating  to  a successful defense on the merits or otherwise of a derivative or
third-party  action.

     A  true  and  correct copy of Title 7, Article 109, Section 102 of the CCCA
that  addresses  indemnification of officers and directors is attached hereto as
Exhibit  99.1.

     The  effect of these provisions may be to eliminate the rights of H-Net and
its  stockholders  (through stockholders' derivative suit on behalf of H-Net) to
recover  monetary  damages against a director of officer for breach of fiduciary
duty  as  such  director  or  officer, except in the situations described in the
preceding  paragraphs.

ITEM  7.  EXEMPTION  FROM  REGISTRATION  CLAIMED.

     Not  applicable.

ITEM  8.  EXHIBITS.

(a)  The  following  exhibits  are  filed as part of this registration statement
     pursuant  to  Item  601  of  the  Regulation  S-K  and  are  specifically
     incorporated  herein  by  this  reference:

Exhibit  No.        Title
------------        -----

5.1                 Legal  opinion  of  Law  Offices  of  Harold H. Martin, P.A.

10.1                2004  Non-Qualified  Stock  Plan

23.1                Consent  of  Law Offices of Harold H. Martin, P.A. (included
                    in  Exhibit  5.1)

23.2                Consent  of  Bongiovanni  &  Associates,  P.A.

99.1                Title  7,  Article  109,  Section  102  of  the  Colorado
                    Corporations  and  Associations  Act.

ITEM  9.  UNDERTAKINGS.

     The  undersigned  registrant  hereby  undertakes:

(1)  To  file,  during  any  period  in  which offers or sales are being made, a
     post-effective  amendment  to  this  registration  statement  to:
(I)  include  any  prospectus required by Section 10(a)(3) of the Securities Act
     of  1933;
(II) reflect  in  the prospectus any facts or events arising after the effective
     date  of  the  registration  statement  (or  the most recent post-effective
     amendment  thereof)  which,  individually or in the aggregate, represents a
     fundamental  change  in  the  information  set  forth  in  the registration
     statement;
(III)include any material  information  with respect to the plan of distribution
     not  previously  disclosed  in  this registration statement or any material
     change  to  such  information  in  this  registration  statement. Provided,
     however,  that  paragraphs  (1)(i)  and  (1)(ii)  shall  not  apply  if the
     registration  statement  is  on  Form  S-3,  Form  S-8 or Form F-3, and the
     information  required to be included in a post-effective amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by  the registrant
     pursuant  to  section 13 or section 15(d) of the Securities Exchange Act of
     1934  that  are  incorporated  by  reference in the registration statement.

(2)  That,  for  the  purpose  of  determining  any  liability  pursuant  to the
     Securities  Act, each such post-effective amendment shall be deemed to be a
     new  registration statement relating to the securities offered therein, and
     the  offering of such securities offered at that time shall be deemed to be
     the  initial  bona  fide  offering  thereof.

(3)  To  remove  from registration by means of a post-effective amendment any of
     the  securities  being registered which remain unsold at the termination of
     the  offering.

(4)  To  deliver or cause to be delivered with the prospectus, to each person to
     whom  the prospectus is sent or given, the latest annual report to security
     holders  that  is incorporated by reference in the prospectus and furnished
     pursuant  to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
     the  Securities  Exchange  Act  of  1934;  and,  where  interim  financial
     information  required to be presented by Article 3 of Regulation S-X is not
     set  forth  in the prospectus, to deliver, or cause to be delivered to each
     person to whom the prospectus is sent or given, the latest quarterly report
     that is specifically incorporated by reference in the prospectus to provide
     such  interim  financial  information.

(5)  Insofar as indemnification for liabilities arising under the Securities Act
     may  be  permitted  to  directors,  officers  and  controlling  persons  of
     registrant  pursuant  to the foregoing provisions, or otherwise, 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  registrant  of  expenses  incurred  or  paid  by a director, officer or
     controlling  person  of 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, 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 is against public policy as expressed
     in  the  Act  and will be governed by the final adjudication of such issue.

     The  undersigned  hereby  undertakes  that, for purposes of determining any
liability  under  the Securities Act of 1933, each filing of registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated  by reference in the registration statement shall be deemed to be a
new  registration  statement relating to the securities offered therein, and the
offering  of such securities at that time shall be deemed to be the initial bona
fide  offering  thereof.
SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Act of 1933, the Registrant
certifies  it  has  reasonable  grounds  to  believe  that  it  meets all of the
requirements  for  filing  on  Form  S-8  and  has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized  in  the  city  of  Bremerton,  State of Washington, on July 2, 2004.
H-Net.Net, Inc.

                                      (Registrant)

                                       /s/  William  M.  Wright,  III
                                       ------------------------------
                                       William  Wright
                                       President

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities  and  on  the  date  indicated.

          SIGNATURES                       TITLE                       DATE

/s/  William  M.  Wright,  III     President, Chief Executive     July  2,  2004
------------------------------     Officer and Chairman
William  M.  Wright,  III

/s/  Terry  L.  Stein              Treasurer  and  Director       July  2,  2004
---------------------
Terry  L.  Stein