U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10Q-SB
                   General Form for Registration of Securities
                            of Small Business Issuers

                          Under Section 12(b) or (g) of
                       the Securities Exchange Act of 1934

                         The Vermont Witch Hazel Company
                         ------------------------------
                            (Exact name of Registrant
                            as specified in charter)

          Vermont                       6770                      95-40272
(State or other jurisdiction        (Commission              (I.R.S. Employee
     of incorporation)              File Number)             Identification No.)


                         2591 Dallas Parkway, Suite 102
                                Frisco, TX 75034
                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 469-633-0100


     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                 For the quarterly period ended January 31, 2002



  Indicate the number of shares outstanding of each of the registrant's classes
 of common stock, as of the latest practicable date: March 14, 2002: 11,817,250

<PAGE>

                                TABLE OF CONTENTS

Part I - Financial Information

         Item 1 Financial Statements

         Item 2 Management's Discussion & Analysis of Plan of Operations


Part II - Other Information

         Item 6 Exhibits and Reports on Form 8-K

Signatures

<PAGE>



                          PART 1. FINANCIAL INFORMATION

                          Item 1. Financial Statement.

The accompanying  unaudited financial statements,  set forth herein under PART I
have been prepared by management in  accordance  with the  instructions  to Form
10-Q. In the opinion of management,  all adjustments  considered necessary for a
fair presentation of the results of operations and financial  position have been
included and all such  adjustments are of a normal recurring  nature.  Operating
results for the quarter ended January 31, 2002, are not  necessarily  indicative
of the results that can be expected for the fiscal year ending July 31, 2002.

<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY





                              FINANCIAL STATEMENTS




          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)


<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY


                              FINANCIAL STATEMENTS

          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)







Financial Statements:

Balance Sheets................................................................1

Statements of Operations......................................................2

Statement of Stockholders' Equity (Deficit)...................................3

Statements of Cash Flows......................................................4

Notes to Financial Statements................................................5-8


<PAGE>
<TABLE>
<CAPTION>

                         THE VERMONT WITCH HAZEL COMPANY

                                 BALANCE SHEETS

                                     ASSETS
                                     ------

                                                                  January 31,      July 31,
                                                                      2002           2001
                                                                  (Unaudited)     (Audited)
                                                                  -----------    -----------
<S>                                                               <C>            <C>
Current Assets:
    Cash                                                          $         0    $        96
    Accounts receivable                                                     0            557
    Inventory                                                               0         85,692
                                                                  -----------    -----------
    Total current assets                                          $         0    $    86,345

Fixed Assets:
    Furniture and equipment                                                 0          6,141
    Less:  accumulated depreciation                                         0          6,141
                                                                  -----------    -----------
                                                                            0              0
                                                                  -----------    -----------
         Total Assets                                             $         0    $    86,345
                                                                  ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

Current Liabilities:
    Accounts payable                                                        0         19,194
    Accrued liabilities                                                     0         13,113
    Advances due stockholders                                               0          9,800
    Notes payable                                                           0              0
                                                                  -----------    -----------
    Total current liabilities                                               0         42,107

Commitments and Contingencies:
Stockholders' Equity (Deficit)
    Preferred stock - no par value
         Authorized 1,000,000
         Issued and outstanding - none
    Common stock - no par value
         Authorized 75,000,000 shares
         Issued and outstanding - 11,817,250 shares
                                                                      668,042        668,042

Retained deficit                                                     (668,042)      (623,804)
                                                                  -----------    -----------

         Total Stockholders' Equity (Deficit)                               0         44,238
                                                                  -----------    -----------
         Total Liabilities and Stockholders' Equity               $         0    $    86,345
                                                                  ===========    ===========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                      1

<PAGE>
<TABLE>
<CAPTION>

                         THE VERMONT WITCH HAZEL COMPANY


                            STATEMENTS OF OPERATIONS

          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)



                                                         Three Months                    Six Months
                                                         ------------                   ------------
                                                    2002            2001            2002            2001
                                               ------------    ------------    ------------    ------------
<S>                                            <C>             <C>             <C>             <C>
Sales                                          $      5,630    $      3,349    $     10,572    $     34,307

Cost of sales                                         1,838          12,326           4,151          30,240
                                               ------------    ------------    ------------    ------------

Gross profit (loss)                                   3,792          (8,977)          6,421           4,067

Selling, general and administrative expenses         21,526          21,106          50,659          44,769
                                               ------------    ------------    ------------    ------------

Net loss                                       $    (17,734)   $    (30,083)   $    (44,238)   $    (40,702)
                                               ============    ============    ============    ============
Weighted average number of common shares
outstanding:                                     11,817,250       1,149,850      11,817,250       1,149,850
                                               ------------    ------------    ------------    ------------

Net loss per common share                      $     (0.015)   $     (0.026)   $     (0.037)   $     (0.035)
                                               ============    ============    ============    ============
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       2

<PAGE>
<TABLE>
<CAPTION>


                         THE VERMONT WITCH HAZEL COMPANY


                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                January 31, 2002
                                   (Unaudited)



                                                                                                                Total
                                                                              Stockholders'
                                    Common Stock              Accumulated        Equity
                               Shares          Amount           Deficit         (Deficit)
                            -------------   -------------    -------------    -------------
<S>                         <C>             <C>              <C>              <C>
Balance July 31, 2001         11,817,250    $     668,042    $    (623,804)   $      44,238

Net loss for period              (44,238)         (44,238)
                           -------------    -------------    -------------    -------------

Balance January 31, 2002      11,817,250    $     668,042    $    (668,042)   $           0
                           =============    =============    =============    =============
</TABLE>





        The accompanying notes are an integral part of these statements.

                                       3

<PAGE>
<TABLE>
<CAPTION>

                         THE VERMONT WITCH HAZEL COMPANY


                             STATEMENTS OF CASH FLOW

          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)




                                                        Three Months            Six Months
                                                        ------------           ------------
                                                     2002        2001        2002        2001
                                                    --------    --------    --------    --------
<S>                                                 <C>         <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

    Net loss for the periods                        $(17,734)   $(30,083)   $(44,238)   $(40,702)

    Adjustments to reconcile net loss to net cash
    used by operating activities:

    (Increase)/Decrease in accounts receivable           185      25,291         557         640
    (Increase)/Decrease in inventory                  84,649       8,795      85,692      26,470
    Increase/(Decrease) in accounts payable          (23,882)       (358)    (19,194)        744
    Increase/(Decrease) in accrued liabilities       (18,817)       (118)    (13,113)        176
                                                    --------    --------    --------    --------

NET CASH PROVIDED (USED) IN OPERATING ACTIVITIES
                                                      24,401       3,527       9,704     (12,672)
                                                    --------    --------    --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES:  None

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from borrowings
    Payment of advances                                    0      (2,500)     21,250       7,500
    Reclassify to working capital                    (11,050)          0     (11,050)          0
    Net cash provided by financing activities        (20,000)          0     (20,000)          0
                                                    --------    --------    --------    --------
                                                     (31,050)     (2,500)     (9,800)      7,500
                                                    --------    --------    --------    --------

NET INCREASE (DECREASED) IN CASH                      (6,649)      1,027         (96)     (5,172)

CASH BALANCE, BEGINNING OF PERIOD                      6,649         569          96       6,768
                                                    --------    --------    --------    --------

CASH BALANCE, END OF PERIOD                         $      0    $  1,596    $      0    $  1,596
                                                    ========    ========    ========    ========
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       4

<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                          NOTES TO FINANCIAL STATEMENTS

          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)

1.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
     -------------------------------------------------------------------

     A.  Organization and Business:
         -------------------------
         The  Vermont  Witch  Hazel  Company  was  incorporated  in the State of
         Vermont on August 3, 1994 as Witch Hazel Company. On October 4, 1994 it
         was renamed  Vermont  Witch Hazel Co. and on September  16, 1996 it was
         renamed  The  Vermont  Witch  Hazel  Company.  On  November 1, 1994 the
         Company registered to conduct business in the State of California.

         For over seven years,  the Company  created and marketed  skin care and
         pet care products.  The Company  manufactured and distributed a line of
         witch hazel based natural,  hypoallergenic  soaps,  cleansers and other
         skin aids for people who prefer  natural and  environmentally  friendly
         products.

         Effective December 3, 2001, the Company  transferred all its net assets
         and business to its wholly owned  subsidiary,  The Vermont  Witch Hazel
         Co., LLC, a California  limited liability company which had been formed
         in October  2001.  Also,  the Company's  board of directors  declared a
         dividend of all of the Company's  interest in the LLC to be distributed
         to the  Company's  shareholders  of record on December 10,  2001.  Each
         shareholder  received  one  member  unit in the LLC for  each  share of
         common stock held of record by the shareholder.


     B.  Property and Equipment:
         ----------------------

         Furniture and equipment are stated at cost. The assets are  depreciated
         using the straight-line method over their estimated useful lives. It is
         the policy of the Company to capitalize significant improvements and to
         expense repairs and maintenance.

         Depreciation  expense  for the three and six months  ended  January 31,
         2002 and 2001 was: none.

     C.  Loss Per Share:
         --------------

         Loss per share of common stock is computed using the weighted number of
         common  shares  outstanding  during the  periods  shown.  Common  stock
         equivalents  are not  included  in the  determination  of the  weighted
         average number of shares outstanding, as they would be antidilutive.

                                       5
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS continued

          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)


     D.  Impairments of Long Lived Assets
         --------------------------------

         The Company  evaluates its long-lived  assets by measuring the carrying
         amount of the assets  against the  estimated  undiscounted  future cash
         flows  associated  with them. If such  evaluations  indicate the future
         undiscounted cash flows of certain long-lived assets are not sufficient
         to recover the carrying  value of such assets;  the assets are adjusted
         to their fair  values.  No  adjustment  to the  carrying  values of the
         assets has been made.


     E.  Statement of Cash Flows
         -----------------------

         Supplemental disclosure of cash flow information is as follows:

         Cash paid  during the period  August 1, 2001 to January 31, 2002 was as
         follows:

           Interest                         0
           Income and franchise taxes       $1,200


     F.  Use of Estimates:
         ----------------

         The  preparation  of  the  financial   statements  in  conformity  with
         generally accepted  accounting  principles  requires management to make
         estimates and assumptions  that effect  reported  amounts of assets and
         liabilities at the date of the financial  statements,  and revenues and
         expenses during the reporting period.  Actual results could differ from
         estimates and assumptions made.


     G.  Inventory:
         ---------

         Inventory is stated at lower of cost  (first-in,  first-out  method) or
         market.

     H.  Revenue Recognition:
         -------------------

         The Company  recognizes  revenue  from the sale of its  products at the
         date of sale.  The  buyer  has the  right to  return  the  merchandise;
         however, the returns have been remote and insignificant, and all of the
         conditions of FAS-48 are met,  thereby  precluding an accrual of a loss
         contingency under FAS-5.

                                       6

<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS continued

          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)



     I.  Fiscal Year and Basis of Operation:
         ----------------------------------

         The  Company  operates  on a fiscal  year  ending  July 31. The Company
         prepares  its  financial  statements  and Federal and State  income tax
         returns on an accrual basis.


2.   ADVANCES DUE STOCKHOLDERS
     -------------------------

     During the fiscal year  ending  July 31, 2001 and for the six months  ended
     January 31, 2002, Stockholders advanced funds for working capital of $9,800
     and $1,250, respectively. The company agreed to pay interest of 8% interest
     per annum.  The  advances and accrued  interest of $553 were repaid  during
     December, 2001.


3.   NOTES PAYABLE
     -------------

     During the period  ending  October 31,  2001,  an  individual  advanced the
     Company $20,000 to be used for working  capital.  The Company issued a note
     bearing no interest for the first year and 7% thereafter.  During December,
     2001, the individual agreed to forgive the loan.


4.   CAPITAL STRUCTURE
     -----------------

     Upon incorporation the Company was authorized to issue 100 shares of common
     stock.  On  July  24,  1995  the   corporation   amended  its  Articles  of
     Incorporation to authorize the issuance of two classes of stock, common and
     preferred.  The authorized  common stock was increased to 1,000,000 shares,
     and the authorized  preferred stock is 100,000 shares. Each type retains no
     par value.

     On November  8, 1999 the Board of  Directors  agreed to increase  the total
     number of the Company's  authorized common shares to 10,000,000  shares. On
     February  20, 2000 the  Articles of  Incorporation  were amended to reflect
     this increase.

     On May 14, 2001 the Board of Directors  agreed to increase the total number
     of the Company's  authorized  common shares to 75,000,000  shares.  It also
     agreed to a ten for one forward stock split of the outstanding shares.


                                        7
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS continued

          For the Three and Six Months Ended January 31, 2002 and 2001
                                   (Unaudited)


5.   INCOME TAXES
     ------------

     Income taxes are provided  pursuant to SFAS NO. 109  Accounting  for Income
     Taxes.  The statement  requires the use of an asset and liability  approach
     for financial  reporting  for income  taxes.  If it is more likely than not
     that some portion or all of a deferred  tax asset will not be  realized,  a
     valuation  allowance is  recognized.  No tax benefit of the  Company's  net
     operating loss carryforward has been recorded as it is more likely than not
     that the carryforward will expire unused.  Accordingly,  the tax benefit of
     the loss carryforward has been offset by a valuation  allowance of the same
     amount.  Thus,  the  Company  has not  recorded  an asset or  liability  in
     accordance with SFAS No. 109.

     The  income  tax  expense  incurred  by the  Company  for  the  periods  is
     attributable to the California  minimum tax incurred by corporations  doing
     business in California.

     Due to a change in ownership effective December 3, 2001, net operation loss
     carry forwards may be limited.

6.   FAIR VALUE OF FINANCIAL INSTRUMENTS
     -----------------------------------

     The Company has used market information for similar instruments and applied
     judgment to estimate  fair value of financial  instruments.  At January 31,
     2002,  the fair  value of cash,  accounts  receivable,  notes  payable  and
     accounts  payable  approximated  carrying  values because of the short-term
     nature of these instruments.

7.   COMMITMENTS AND CONTINGENCIES
     -----------------------------

     A.  Leases:
         ------
         For the period August 1 - December 3, 2001, the Company leased its main
         office  facilities from its major stockholder on a month to month basis
         of $2,000.  The Company  leased its warehouse  facilities on a month to
         month basis,  at a cost of $500 per month.  Prior years rental  expense
         reflect the use of larger facilities.

         Rent  expense  for the six months  ended  January 31, 2002 and 2001 was
         $15,000 and $6,920, respectively.

         The Company is not presently involved in any litigation.


                                       8
<PAGE>


            MANAGEMENT'S DISCUSSION & ANALYSIS OF PLAN OF OPERATIONS

The following  discussion and analysis of the Company's  financial condition and
results of operations should be read in conjunction with the Company's financial
statements and the related notes thereto appearing elsewhere herein.

                                    OVERVIEW

The  Company  was  incorporated  in August of 1994 and began  manufacturing  all
natural skin care products in 1995. We now manufacture and market 14 all natural
skin care  products and 4 all natural pet care  products.,  all of which contain
witch hazel as a base ingredient.

Originally, we marketed our products only to health food stores. Our first three
years in business were moderately  successful  showing average gross incomes for
fiscal years 1996, 1997 and 1998 of approximately $250,000.

Because we were  dealing with a very small  percent of the market,  natural food
and health stores, we felt we were limiting our income  capabilities and decided
to change our  marketing  strategy to focus on Internet  sales and mass  market.
This decision required our changing all our labels which we estimated would cost
us  $150,000.  We knew our income would drop  substantially  while we making the
transition  from natural health and food stores to mass market chains,  and that
we would need capital to maintain  overhead  during the transition  period.  The
Company  decided to raise the money with a public  offering.  The  offering  was
approved by the  Securities  & Exchange  Commission  and we became  effective on
February  15,  2001.  The  offering  was  closed  May 14,  2001  when  we  began
negotiating with Dickinson Brands regarding a license agreement and/or a merger.
They asked us not to sell any more stock during the negotiation period.

Dickinson  Brands is the largest witch hazel  manufacturer in the United States,
and had  expressed  a desire to license our brand and  formulas  for sale in the
natural market place. At a meeting held in Las Vegas in July, 2001, the owner of
Dickinson  Brands  also  suggested  a possible  buyout or merger  and  requested
projections  through 2004. Those projections were provided to him in August 2001
and he is still reviewing them with his company advisors.

The Company was also approached  regarding entering into a business  combination
with an ongoing business,  Swabplus. Swapblus manufactures a delivery system for
make-up removal, first aid, nail polish remover, cuticle conditioning, etc., and
felt the two companies could compliment each other. After careful  consideration
by management, this avenue was deemed to not be of benefit to the Company and no
negotiations were initiated.

September 11, 2001 the World Trade Center was destroyed and the market for penny
stocks virtually disappeared.

On October 12, 2001 the Company was  approved to trade OTC Bulletin  Board,  but
there was no interest in our stock and none was purchased or sold.

                                       9

<PAGE>

On October 17, the Company filed Articles of Organization  for The Vermont Witch
Hazel Co.,  LLC.,  which the board of directors felt would be of more benefit as
an entity for the shareholders than a corporation.


On November 7, 2001 the board of  directors of The Vermont  Witch Hazel  Company
adopted a resolution to transfer all assets and liabilities from the Corporation
into the LLC in exchange for 100% of the outstanding  membership interest in the
LLC, and to declare a 100%  dividend of the LLC to each  shareholder  of record.
The board of directors  unanimously voted to distribute the dividend on December
10, 2001. A letter to NASDAQ was sent  November  28, 2001  advising  them of the
board's decision, pursuant to Rule 10b-17.


                             RESULTS OF OPERATIONS:

                                    REVENUES:
Revenues for the three months  ended  January 31, 2002  increased to $5,630 from
revenues of $3,349 for the three months ended  January 31, 2001,  an increase of
$2,281.  Revenue for the six months ended January 31, 2002  decreased to $10,572
from revenues of $34,307 for the six months ended January 31, 2001.

                      GENERAL AND ADMINISTRATIVE EXPENSES:
General and  administrative  expenses  increased to $21,526 for the three months
ended January 31, 2002 from $21,106 for the three months ended January 31, 2001,
an increase of $420.  For the six months period ended January 31, 2002,  general
and administrative expenses increased to $50,659 from $44,769 for the comparable
period ended January 31, 2002, for an increase of $5,890.

                              LOSS FROM OPERATIONS
We had a loss from  operations of $17,734 for the three months ended January 31,
2002 versus a loss of $30,083 for the three  months  ended  January 31,  2001, a
decrease of $12,349.  For the six months period ended January 31, 2002, we had a
loss from  operations  of $44,238  versus a loss of $40,702  for the  comparable
period ended January 31, 2001, an increase of $3,536.


Part II - Other Information

Item 6 - Exhibits and Reports on Form 8-K

         Exhibits - None
         Reports on Form 8-K - None


                                   SIGNATURES

In accordance with the requirements of the Securities  Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned,
thereunto  duly  authorized  in the City of  Frisco,  Texas,  on the 14th day of
March, 2002.



 /s/Kevin Halter Jr.
--------------------
President



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

March 14, 2002


 /s/ Kevin Halter,Jr.
---------------------
President, Director and Chief Financial Officer





                                       10