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.)


                              4218 WOODLAND AVENUE
                               BURBANK, CA 91505,
                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 818 260-9772


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

                For the quarterly period ended October 31,  2001



Indicate the number of shares outstanding of each of the registrant's classes of
                common stock, as of the latest practicable date.

     Class                             Outstanding  as  of  October  31,  2001
     -------                          ---------------------------------------
 $2.00 Par Value Class A Common Stock            11,817,250 Shares




TABLE  OF  CONTENTS


PART  1

ITEM  1.  FINANCIAL  STATEMENT                                                3

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  PLAN  OF  OPERATION   13

ITEM  3.  EVENTS  SUBSEQUENT  TO  THE  SECOND  QUARTER                       13

ITEM  4.  RESULTS  OF  OPERATIONS                                            14

                                     PART II

ITEM  6.  SIGNATURES                                                         15


                         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 October 31, 2001, are not necessarily
indicative  of  the results that can be expected for the fiscal year ending July
31,  2002.


                                     Page 2.

<PAGE>


                              FINANCIAL STATEMENTS


                  FOR THE THREE ENDED OCTOBER 31, 2001 AND 2000
                                   (UNAUDITED)


                                     Page 3.
                         THE VERMONT WITCH HAZEL COMPANY

                              FINANCIAL STATEMENTS


              FOR THE THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                   (UNAUDITED)


FINANCIAL  STATEMENTS:

BALANCE  SHEET                                                  1

STATEMENTS  OF  OPERATIONS                                      2

STATEMENT  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)                 3

STATEMENTS  OF  CASH  FLOWS                                     4

NOTES  TO  FINANCIAL  STATEMENTS                              5-8



                                     Page 4.




<TABLE>
<CAPTION>


                            THE VERMONT WITCH HAZEL COMPANY
                                    BALANCE SHEETS



ASSETS

                                                              OCTOBER                       JULY
                                                              31, 2001                     31, 2001
                                                             (Unaudited)                  (Audited)
<S>                                                              <C>                         <C>

Current Assets:
  Cash                                                          $6,649                       $96
  Accounts receivable                                              185                       557
  Inventory                                                     84,649                    85,692

  Total current assets                                         $91,483                   $86,345

  Fixed Assets:
  Furniture and equipment                                        6,141                     6,141
  Less: accumulated depreciation                                 6,141                     6,141

  TOTAL ASSETS                                                 $91,483                   $86,345

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


Current Liabilities:
  Accounts payable                                              23,882                    19,194
  Accrued liabilities                                           18,817                    13,113
  Advances due stockholders                                     11,050                     9,800
  Notes payable                                                 20,000                         0

  Total current liabilities                                     73,749                    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                                              (650,308)                 (623,804)

  Total Stockholders' Equity                                    17,734                    44,238

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $91,483                   $86,345

The accompanying notes are an integral part of these statements.
Page 5.

</TABLE>




<TABLE>
<CAPTION>


                                     THE  VERMONT  WITCH  HAZEL  COMPANY
                                         STATEMENT  OF  OPERATIONS
                        FOR  THE  THREE  MONTHS  ENDED  OCTOBER  31,  2001  AND  2000
                                              (UNAUDITED)



                                                         OCTOBER 31, 2001                      OCTOBER 31, 2000
<S>                                                           <C>                                      <C>

  Sales                                                      $4,942                                 $30,958
  Cost of sales                                               2,313                                  17,914


  Gross profit (loss)                                         2,629                                  13,044
  Selling, general and administrative expenses               29,133                                  23,663

Net Loss                                                    (26,504)                                (10,619)


Weighted average number of common
shares outstanding:                                        11,817,250                               1,149,850


Net loss per common share                                      NIL                                    $(0.09)


The accompanying notes are an integral part of these statements
Page 6.
</TABLE>




<TABLE>
<CAPTION>


                                       THE  VERMONT  WITCH  HAZEL  COMPANY
                               STATEMENTS  OF  STOCKHOLDERS'  EQUITY  (DEFICIT)
                                             OCTOBER  31,  2001
                                                 (UNAUDITED)


                                                                                                         TOTAL
                                          COMMON STOCK                ACCUMULATED                     STOCKHOLDERS
                                      SHARES       AMOUNT               DEFICIT                      EQUITY (DEFICIT)
<S>                                     <C>          <C>                 <C>                              <C>

Balance July 31,2001                11,817,250     $668,042           $(623,804)                        $44,238
Net Loss for Period                                                     (26,504)                       (26,504)

                                    _________      _______            _________                        ________
                                    11,817,250     $668,042           $(650,308)                        $17,734


The accompanying notes are an integral part of these statements

Page 7.
</TABLE>




<TABLE>
<CAPTION>


                                                        THE  VERMONT  WITCH  HAZEL  COMPANY
                                                            STATEMENTS  OF  CASH  FLOW
                                            FOR  THE  THREE  MONTHS  ENDED  OCTOBER  31,  2001  AND  2000
                                                                  (UNAUDITED)

                                                                       OCTOBER 31, 2001                 OCTOBER 31, 2000
<S>                                                                         <C>                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss for the periods                                               $(26,504)                          $(10,619)
  Adjustments to reconcile net
  loss to net cash used by
  operating activities:                                                      -                                  -

  (Increase)/Decrease in accounts
  receivable                                                                  372                            (24,651)
  (Increase)/Decrease in inventory                                          1,043                              17,675
  Increase/(Decrease) in accounts
  payable                                                                   4,688                               1,102
  Increase/(Decrease) in accrued
  liabilities                                                               5,704                                 294

NET CASH USED IN OPERATING                                                (14,697)                           (16,199)
ACTIVITIES

CASH FLOWS FROM INVESTING
ACTIVITIES:                                                                  none                               none

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from borrowings                                                   21,250                              10,000

Net cash provided by financing activities                                  21,250                              10,000


NET INCREASE (DECREASE) IN CASH                                             6,553                               6,199
CASH BALANCE, BEGINNING OF PERIOD                                              96                               6,768


CASH BALANCE, END OF PERIOD                                                $6,649                                $569


The accompanying notes are an integral part of these statements
Page 8.

</TABLE>




                         THE VERMONT WITCH HAZEL COMPANY
                          NOTES TO FINANCIAL STATEMENTS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                   (UNAUDITED)



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


A.      Organization  and  Business:
       ----------------------------

The Vermont Witch Hazel Company (VWHC or the "Company") creates and markets skin
care  and pet care products.  The Company manufactures and distributes a line of
witch  hazel based natural, hypo-allergenic soaps, cleansers and other skin aids
for  people  who  prefer  natural  and  environmentally  friendly products.  The
Company  presently  maintains two Internet web sites to advertise and market its
products.

VWHC  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.


     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 months ended October 31, 2001 and 2000 was:
none


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

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


     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.



                                     Page 9.


                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                   (UNAUDITED)



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

Supplemental  disclosure  of  cash  flow  information  is  as  follows:

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


 Interest                                  0
 Income  and  franchise  taxes          $400


 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

 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 three months ended
October  31, 2001, Stockholders advanced funds for working capital of $9,800 and
$1,200 respectively.   The company has agreed to pay interest of 8% interest per
annum.   Accrued  interest of $553 appears in accrued liabilities on the balance
sheet  at  October  31,  2001.

                                    Page 10.


<PAGE>
                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                   (UNAUDITED)


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 has issued a note bearing
no  interest  for  the  first  year  and  7%  thereafter.


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.


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.

The  Company  has  approximately  $650,000  of  loss carry forwards available to
reduce  future  tax  liability  through  the  year  2021.


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 October 31, 2001
the  fair value of cash, accounts receivable, notes payable and accounts payable
approximated  carrying  values  because  of  the  short-term  nature  of  these
instruments.


                                    Page 11.

                         THE VERMONT WITCH HAZEL COMPANY
                     NOTES TO FINANCIAL STATEMENTS CONTINUED
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2001 AND 2000
                                   (UNAUDITED)



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

 A  Leases:
    ------

For  the  period August 1 - October 31, 2001, the Company leased its main office
facilities  from its major stockholder on a month to month basis of $2,000.  The
Company  presently leases 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.  There  is  no determinable future costs, except on a month to month
basis.

Rent expense for the three months ended October 31, 2001 and 2000 was $7,500 and
$3,056.

The  Company  is  not  presently  involved  in  any  litigation.


8.  GOING  CONCERN
    --------------

The Company has experienced operating losses since inception primarily caused by
its  continued  development  and  marketing costs.  As shown in the accompanying
financial  statements, the Company incurred a net loss of $26,504 and $10,619 on
sales of $4,942 and $30,958 for the three months ended October 31, 2001 and 2000
respectively.  As  of  October  31,  2001  the  Company's  current  liabilities
exceeded its current assets (excluding inventory of $84,649 for which sales must
be  generated in order to properly expense) by $66,915.  These factors create an
uncertainty  about  the  Company's  ability to continue as a going concern.  The
management of the Company intend to pursue various means of obtaining additional
capital.  The  financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  Continuation
of  the  Company  as  a  going concern is dependent on the Company continuing to
raise  capital,  develop significant revenue and ultimately attaining profitable
operations.


                                    Page 12.

            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.

     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.


                                    Page 13.
EVENTS  SUBSEQUENT  TO  THE  THIRD  QUARTER

     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 October 31, 2001 decreased to
$4,942  from revenues of  $30,958 for the three months ended October 31, 2000, a
decrease  of  $26,016.

 GENERAL  AND  ADMINISTRATIVE  EXPENSES:
               General  and administrative expenses increased to $29,133 for the
three  months  ended  October  31,  2001 from $23,663 for the three months ended
October 31, 2000 , an increase  of $5,470.  The increase was due primarily to an
increase  in  rent.

Loss  from  Operations
             We had a loss from operations of $26,504 for the three months ended
October 31, 2001 versus a loss of $10,619 for the three months ended October 31,
2000, an increase of $15,885.  The increased loss was primarily due to decreased
sales.


                                    Page 14.


                                   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 Los Angeles,  State of California,  on
the  29  of  November  ,  2001



               /S/_____________________________________
               Deborah  Duffy,
               PRESIDENT  THE  VERMONT  WITCH  HAZEL  CO.



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.

November  29,  2001



              /S/________________________________________
              DEBORAH  DUFFY,  President,  Director  and  Chief Financial Office

              /S/_________________________________
              RACHEL  BRAUN,  Secretary,  Director


              /S/_________________________________
              PETER  C.  CULLEN,  Director


Page  15