SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   __________________________________________
                                   FORM 10-KSB
                                   (Mark one)
[X]  Annual  report  under section 13 or 15(d) of the Securities Exchange Act of
     1934
For  the  fiscal  year  ended  December 31, 2000
                              ---------------------
OR
[_]  Transition report under section 13 or 15(d) of the Securities Exchange Act
     of  1934
For  the  transition  Period  from          to
                                   ---------  ----------

Commission  file  number:      333-40528
                         --------------------

                              Dynamic Ventures Inc.
                              ---------------------
                 (Name of small business issuer in its charter)


          Washington                                       91-2023525
          ----------                                       ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

           1820 Fulton Avenue
        West Vancouver, BC CANADA                             V7V1S9
----------------------------------------                     --------
(Address of principal executive offices)                    (Zip Code)

Issuer's telephone number:  (360) 392-3950

Securities registered under Section 12(b) of the Act:
            (Title  of  Class)                         Name of exchange on which
                                                       registered

                 None                                           None
---------------------------------------                -------------------------

Securities registered under Section 12(g) of the Act:  Common Stock, $0.0001 par
                                                      --------------------------
                                                                value
                                                      --------------------------
                                                           (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been  subject  to  such  filing  requirements  for  the  past 90 days.
     Yes            No    X
         -------       -------

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [_]


<PAGE>
Registrant's  revenues  for  its  most  recent  fiscal  year:  $Nil
                                                               ----

The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant on March 23, 2001, computed at which the stock was sold, was $40,000,
assuming  solely  for  purposes  of  this  calculation  that  all  directors and
executive  officers  of  the  issuer  are  "affiliates."  This  determination of
affiliate  status  is  not  necessarily  a  conclusive  determination  for other
purposes.

On  March 23, 2001, the registrant had 8,600,000 shares of Common Stock, $0.0001
par  value  per  share,  issued  and  outstanding.


TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT:  Yes  [_]   No  [X]


                                   2
<PAGE>
<TABLE>
<CAPTION>
                              DYNAMIC VENTURES INC.

INDEX  TO
ANNUAL  REPORT  ON  FORM  10-KSB
FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2000

<S>     <C>                                                                             <C>
PART I                                                                                  PAGE
Item 1  Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
Item 2  Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Item 4  Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . 14

PART II
Item 5  Market for Common Equity and Related Stockholder Matters . . . . . . . . . . . .15
Item 6  Management's Discussion & Analysis . . . . . . . . . . . . . . . . . . . . . . .15
Item 7  Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

PART III
Item 9  Directors, Executive Officers, Promoters and Control Persons; Compliance With
        Section 16(a) of the Exchange Act . . . . . . . . . . . . . . . . . . . . . . . 17
Item 10 Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 11 Security Ownership of Certain Beneficial Owners and Management . . . . . . . .  19
Item 12 Certain Relationships and Related Transactions . . . . . . . . . . . . . . . .  20

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>


                                       3
<PAGE>
                                    PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

Certain  statements  contained  in  this  Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words  of  similar  import,  constitute  "forward-looking statements" within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities Exchange Act of 1934, as amended.  Such forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  the  actual  results,  performance or achievements of Dynamic
Ventures,  Inc. to be materially different from any future results, performance,
or  achievements  expressed or implied by such forward-looking statements. Given
these  uncertainties,  readers are cautioned not to place undue reliance on such
forward-looking  statements.  Dynamic Ventures, Inc. disclaims any obligation to
update  any  such factors or to announce publicly the results of any revision of
the  forward-looking statements contained or incorporated by reference herein to
reflect  future  events  or  developments.

THE COMPANY

     GENERAL

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

     ACQUISITION  OF  THE  LICENSE

On  April  10,  2000,  Dynamic  Ventures' majority shareholder, Eric Boehnke, in
return  for  4,600,000  shares of Dynamic Ventures' common stock, transferred to
Dynamic  Ventures  his  rights  under  that  certain  License  Agreement  with
Vitamineralherb.com.  The  License  Agreement  grants  an  exclusive  right  to
distribute  Vitamineralherb.com  products to health and fitness professionals in
Nevada  and  Utah  via the Internet.  Mr. Boehnke acquired the license under the
terms  of  a  settlement agreement by and between Mr. Boehnke, K-2 Logistics.com
Inc.,  a  company in which he is the sole shareholder, officer and director, and
Mortenson  & Associates.  Mortenson & Associates had granted K-2 Logistics.com a
license  to  distribute  and  produce  an  oxygen enriched water product, called
"Biocatalyst,"  for  remediation  of  sewage and waste water in septic tanks and
waste  water treatment facilities.  Mortenson & Associates acquired its right to
sublicense  Biocatalyst  to  K-2  Logisitics.com  from NW Technologies Inc. As a
result  of  a  legal  dispute  between  Mortenson & Associates' principal and NW
Technologies,  Mortenson  &  Associates was unable to fulfill its obligations to
K-2  Logistics.com  under  the  license.  Under  the  terms  of  the  settlement
agreement,  Vitamineralherb.com, an affiliate of Mortenson & Associates, granted
to  Mr.  Boehnke  the license to distribute Vitamineralherb.com products in part
for  his  agreement  not  to  pursue  his  individual claims against Mortenson &
Associates.


                                       4
<PAGE>
     THE  LICENSE

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

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

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

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

The  website  is  maintained  by  Vitamineralherb.com, and each licensee pays an
annual  website maintenance fee of $500.  All financial transactions are handled
by  Vitamineralherb.com's Internet clearing bank.  The Vitamineralherb webmaster
downloads  e-mail  orders  several  times  a  day, checks with clearing bank for
payment  and  then  submits  the  product  order  and  electronic payment to the
supplier.  Vitamineralherb.com  will then forward the money due Dynamic Ventures
via  electronic funds transfer.  Vitamineralherb's software will track all sales
through  the  customer's  identification  number,  and  at  month end, e-mail to
Dynamic  Ventures  and  customer  a detailed report including sales commissions.
Vitamineralherb  has  indicated  that it will use e-commerce advertising such as
banner  ads  on  major  servers  and  websites,  as  well  as


                                       5
<PAGE>
trying  to  insure that all major search engines pick Vitamineralherb.com first.
Sales  originating from the website to customers located in Nevada and Utah will
automatically  be  assigned  to  Dynamic  Ventures, whether or not originated by
Dynamic  Ventures'  marketing  efforts.

Vitamineralherb.com warrants that the products are fit for the purpose for which
produced  (except  for  custom  formulated  products,  which Vitamineralherb.com
warrants  will  be  manufactured  in  accordance  with  Dynamic  Ventures'
specifications)  and  comply with all applicable laws; that all labels correctly
and  accurately  describe  the  product and comply with all applicable laws; and
that  all  suppliers'  manufacturing facilities comply with all applicable laws.
Vitamineralherb.com has agreed under the license to indemnify, hold harmless and
defend  Dynamic  Ventures  and  its  related parties from and against any loss,
claim,  and  expense  incurred  as  a  consequence  of  breach  of  the  product
warranties.

Vitamineralherb.com  has  granted  distribution  rights to 25 other entities for
territories in 32 states and 6 Canadian provinces. Dynamic Ventures has no plans
to  acquire  the  rights  to  distribute  Vitamineralherb.com  products in other
territories.

     BACKGROUND  ON  THE  MANUFACTURER  AND  DISTRIBUTOR

Vitamineralherb.com  entered into a Manufacturing Agreement, dated June 9, 2000,
with  Ives  Formulation  Co.,  of  San  Diego, California. Ives Formulation is a
wholly-owned subsidiary of Ives Health Company, Inc., a public company traded on
the Bulletin Board under the symbol "IVEH". Ives Formulation has been a contract
manufacturer of vitamin, mineral, nutritional supplement, and alternative health
products  for various marketing organizations. In addition to a line of standard
products,  Ives  Formulation  is able to manufacture custom blended products for
customers,  and  to  supply  privately  labeled  products  for Dynamic Ventures'
customers at a minimal added cost. Vitamineralherb.com has just begun developing
its  vitamin  marketing  and  distributorship  business.

Vitamineralherb.com  currently  offers  over  60  products  through its website,
through its current supplier, Ives Formulation. Vitamineralherb.com plans to add
other  suppliers  in  the  future.

     IMPLEMENTATION  OF  BUSINESS  PLAN:  MILESTONES

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

-    MILESTONE  1 - MARKET SURVEY. In order to determine the feasibility of its
     business plan, Dynamic Ventures must conduct  research  into  the  various
     potential target  markets.  The


                                       6
<PAGE>
     market  analysis  research  will likely consist of a telephone  survey  to
     100-200 potential clients, focusing on three or four of  the  core  target
     markets, such  as  chiropractors,  health  clubs, and alternative medicine
     practitioners.  The survey would  likely  contain  questions  which  would
     determine the marketing approach and acceptability  of specific  products.
     Dynamic Ventures has engaged DealBuzz.com, a  firm  which  specializes  in
     market research for  Internet-related  companies, to  perform  the  market
     research.  Dealbuzz  will  compile  information  regarding  200  potential
     clients  in  Utah and Nevada, and compile statistics as to the feasibility
     of  exploitation  of  the  license.

-    MILESTONE 2: - HIRE SALESPEOPLE. Should Dynamic Ventures determine that the
     exploitation  of  the  license  is  feasible,  it  will then have to engage
     salespeople  to  market  the products. Dynamic Ventures expects that it may
     hire two salespeople during its first year of operation. The hiring process
     would  include running advertisements in the local newspaper and conducting
     interviews.  It is anticipated that hiring the salespeople may take four to
     eight  weeks.  The  cost  of  hiring  the  salespeople,  not  including
     compensation,  is  estimated  at  $20,000.

-    MILESTONE  3:  ESTABLISH  AN  OFFICE.  Dynamic  Ventures would then have to
     establish  an  office  or  offices  for  the sales force in the appropriate
     market  or  markets.  This  would  include  an  office,  equipment  such as
     computers  and  telephones, and sample inventory for the salespeople. It is
     anticipated  that  it  may  take eight to twelve weeks to locate acceptable
     office  space  and  select  and  purchase  equipment. The expense of office
     rental,  equipment  and  inventory  samples  is estimated to be $45,000 per
     year.

-    MILESTONE 4: DEVELOPMENT OF ADVERTISING CAMPAIGN. The next step would be to
     develop an advertising campaign, including establishing a list of prospects
     based  on  potential clients identified in the market survey, and designing
     and  printing  sales  materials.  It  is  anticipated  that  it  would take
     approximately  six  to  ten  weeks  to  develop  the  advertising campaign,
     although, depending on the availability of resources, Dynamic Ventures will
     attempt  to develop its advertising campaign concurrently with establishing
     an  office.  The  cost  of  developing  the  campaign  is  estimated  at
     approximately  $12,000  per  year.

-    MILESTONE  5:  IMPLEMENTATION  OF  ADVERTISING  CAMPAIGN/SALES  CALLS.
     Implementation  of  the  advertising  campaign would begin with mailing the
     sales  materials  to the identified list of prospects. Approximately two to
     four weeks thereafter, the salespeople would begin telephone follow ups and
     scheduling  of  sales  calls.  Although  it will be necessary to make sales
     calls  throughout  the  life of the company, it is estimated that the first
     round  of  sales  calls  will  take  approximately eight to twelve weeks to
     complete.  The cost of salary and expenses for two salespeople is estimated
     at  $248,000  per  year.

-    MILESTONE 6: ACHIEVE REVENUES. It is difficult to quantify how long it will
     take  to  convert  a  sales  call  into  actual sales and revenues. Dynamic
     Ventures  will  not begin receiving orders until its sales force is able to
     convince  potential  clients  to  begin  offering  such  products  to their
     customers,  or to convert from an existing supplier. Dynamic Ventures hopes
     that  clients  would begin placing orders within for weeks of a sales call,
     but  it  may  take several months before people begin to purchase products.
     Moreover, customers may not be willing to pay for products at the time they


                                       7
<PAGE>
     order, and may insist on buying on account, which delay receipt of revenues
     another month or two. Assuming the Vitamineralherb.com license proves to be
     feasible,  in  a  best case scenario Dynamic Ventures may receive its first
     revenues  as  early  as  July,  2001. However, a more realistic estimate of
     first  revenues  would  be  February,  2002  or  later.

As  discussed more fully in the Management's Discussion and Analysis - Liquidity
and  Capital  Resources section, Dynamic Ventures will have to obtain additional
financing  through  an  offering  or  through  capital  contributions by current
shareholders.  No  commitments  to  provide  additional  funds have been made by
management  or  shareholders.  Accordingly,  there  can be no assurance that any
additional funds will be available on terms acceptable to Dynamic Ventures or at
all.

     INDUSTRY  BACKGROUND

     GROWTH  OF  THE  INTERNET  AND  ELECTRONIC  COMMERCE

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

     THE  VITAMIN,  SUPPLEMENT,  MINERAL  AND ALTERNATIVE HEALTH PRODUCT MARKET.

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

     COMPETITION

The  electronic  commerce  industry  is  new,  rapidly  evolving  and  intensely
competitive,  and  Dynamic  Ventures  expects  competition  to  intensify in the
future.  Barriers  to  entry  are  minimal  and  current and new competitors can
launch  sites  at  a relatively low cost.  In addition, the vitamin, supplement,
mineral  and  alternative  health  product market is very competitive and highly
fragmented,  with  no clear dominant leader and increasing public and commercial
attention.


                                       8
<PAGE>
     Dynamic Ventures' competitors can be divided into several groups including:

     -    traditional  vitamins,  supplements,  minerals  and alternative health
          products  retailers;
     -    the  online  retail  initiatives  of  several  traditional  vitamins,
          supplements,  minerals  and  alternative  health  products  retailers;
     -    online  retailers  of pharmaceutical and other health-related products
          that also carry vitamins, supplements, minerals and alternative health
          products;
     -    independent  online  retailers  specializing in vitamins, supplements,
          minerals  and  alternative  health  products;
     -    mail-order  and  catalog  retailers of vitamins, supplements, minerals
          and  alternative health products, some of which have already developed
          online  retail  outlets;  and
     -    direct sales organizations, retail drugstore chains, health food store
          merchants,  mass  market  retail  chains  and various manufacturers of
          alternative  health  products.

Many of Dynamic Ventures' potential competitors have longer operating histories,
larger  customer  or  user  bases,  greater  brand recognition and significantly
greater  financial, marketing and other resources than Dynamic Ventures has.  In
addition,  an  online  retailer may be acquired by, receive investments from, or
enter  into  other  commercial  relationships with, larger, well-established and
well-financed  companies  as  use  of the Internet and other electronic services
increases.  Competitors  have  and  may  continue to adopt aggressive pricing or
inventory  availability  policies  and  devote  substantially  more resources to
website  and  systems  development  than  Dynamic  Ventures  does.  Increased
competition  may  result  in reduced operating margins and loss of market share.

Dynamic  Ventures  believes that the principal competitive factors in its market
are:

     -    ability  to  attract  and  retain  customers;
     -    breadth  of  product  selection;
     -    product  pricing;
     -    ability  to  customize  products  and  labeling;
     -    quality  and  responsiveness  of  customer  service.

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

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

     -    Lack  of  convenience  and personalized service. Traditional retailers
          have limited store hours and locations. Traditional retailers are also
          unable  to  provide  consumers  with  product advice tailored to their
          particular  situation.
     -    Limited  product  assortment.  The  capital  and real estate intensive
          nature  of  store-based retailers limit the product selection that can
          be  economically  offered  in  each  store  location.


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

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

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

     -    Broad  Expandable  Product  Assortment.  Dynamic  Ventures'  product
          selection  is  substantially  larger  than that offered by store-based
          retailers.
     -    Low  Product  Prices.  Product  prices  can  be kept low due to volume
          purchases  through  Dynamic  Ventures'  affiliation  with
          Vitamineralherb.com  and  other licensees. Product prices will also be
          lower due to Dynamic Ventures' lack of need of inventory and warehouse
          space.  All  products  are  shipped from International Formulation and
          Manufacturing's  inventory.
     -    Accessibility  to  Customized  Products.  At  minimal cost, health and
          fitness  practitioners  may offer their customers customized products.
     -    Access  to  Personalized  Programs. Health or fitness professional can
          tailor  vitamin  and  dietary  supplement  regimes  to  their clients.

          REGULATORY  ENVIRONMENT

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

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

Food  and  Drug  Administration  regulations  require that certain informational
labeling  be  presented  in  a  prescribed  manner  on all foods, drugs, dietary
supplements  and  cosmetics.  Specifically,  the  Food,  Drug,  and Cosmetic Act


                                      10
<PAGE>
requires  that  food, including dietary supplements, drugs and cosmetics, not be
"misbranded."  A product may be deemed an unapproved drug and "misbranded" if it
bears  improper  claims  or improper labeling.  The Food and Drug Administration
has  indicated  that  promotional statements made about dietary supplements on a
company's  website may constitute "labeling" for purposes of compliance with the
provisions  of  the Food, Drug, and Cosmetic Act.  A manufacturer or distributor
of  dietary  supplements  must  notify  the Food and Drug Administration when it
markets  a  product  with  labeling claims that the product has an effect on the
structure  or  function  of  the  body.  Noncompliance  with the Food, Drug, and
Cosmetic Act, and recently enacted amendments to that Act discussed below, could
result  in  enforcement  action  by  the  Food  and  Drug  Administration.

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

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


                                      11
<PAGE>
label  that  the Food and Drug Administration has not reviewed the statement and
that  the  product is not intended for use for a disease and notify the Food and
Drug  Administration  of the statement within 30 days after its initial use.  It
is  possible  that  the  statements  presented  in  connection  with  product
descriptions  on  Dynamic  Ventures' site may be determined by the Food and Drug
Administration  to  be  drug  claims  rather  than  acceptable  statements  of
nutritional  support.  In  addition,  some  of  Dynamic  Ventures' suppliers may
incorporate objectionable statements directly in their product names or on their
products'  labels,  or  otherwise  fail to comply with applicable manufacturing,
labeling and registration requirements for over-the-counter or homeopathic drugs
or  dietary  supplements.  As  a  result, Vitamineralherb.com may have to remove
objectionable  statements  or products from its site or modify these statements,
or product names or labels, in order to comply with Food and Drug Administration
regulations.  Such  changes  could interfere with Dynamic Ventures' marketing of
products  and  could  cause  us  to  incur  significant  additional  expenses.

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

In  addition to the regulatory scheme under the Food, Drug and Cosmetic Act, the
advertising  and promotion of dietary supplements, foods, over-the-counter drugs
and  cosmetics  is  subject  to  scrutiny  by the Federal Trade Commission.  The
Federal  Trade  Commission  Act  prohibits  "unfair or deceptive" advertising or
marketing  practices, and the Federal Trade Commission has pursued numerous food
and  dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made  via  the  Internet.  The  Federal  Trade  Commission has the power to seek
administrative  or  judicial  relief  prohibiting  a  wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent  order and seek monetary penalties for the violation of a consent order.
In  general, existing laws and regulations apply fully to transactions and other


                                      12
<PAGE>
activity  on  the  Internet.  The  Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic media.  The Federal Trade
Commission  has  already undertaken a new monitoring and enforcement initiative,
"Operation  Cure-All,"  targeting allegedly bogus health claims for products and
treatments  offered  for  sale  on  the  Internet.  Many states impose their own
labeling  or  safety  requirements  that  differ from or add to existing federal
requirements.

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

     REGULATION  OF  THE  INTERNET

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

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


                                      13
<PAGE>
     EMPLOYEES

Dynamic  Ventures is a development stage company and currently has no employees.
Dynamic  Ventures  is  currently  managed  by Eric Boehnke, its sole officer and
director.  Dynamic  Ventures looks to Mr. Boehnke for his entrepreneurial skills
and  talents.  For a complete discussion of Mr. Boehnke's experience, please see
"Directors  and  Executive  Officers."  Management  plans  to  use  consultants,
attorneys and accountants as necessary and does not plan to engage any full-time
employees  in  the  near  future.  Dynamic Ventures may hire marketing employees
based  on  the  projected  size  of the market and the compensation necessary to
retain qualified sales employees.  A portion of any employee compensation likely
would include the right to acquire stock in Dynamic Ventures, which would dilute
the  ownership  interest  of  holders  of  existing  shares of its common stock.

     AVAILABLE  INFORMATION  AND  REPORTS  TO  SECURITIES  HOLDERS

Dynamic  Ventures  is  subject  to  the  information  and  periodic  reporting
requirements of the Securities Exchange Act and, accordingly, will file periodic
reports, proxy statements and other information with the Securities and Exchange
Commission.  Such  periodic reports, proxy statements and other information will
be  available  for  inspection  and copying at the Commission's public reference
room, and the website of Commission's Public Reference Room located at 450 Fifth
Street  N.W.,  Washington  D.C.  20549.  Please  call  the  Commission  at
1-800-SEC-0330  for  further  information  about  the  public  reference  rooms.
Dynamic  Ventures'  filings with the Commission are also available to the public
from  the  Commission's  website  at  http://www.sec.gov.


ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

Dynamic  Ventures currently maintains an office space, occupied by Eric Boehnke,
at  1820  Fulton  Avenue,  West  Vancouver, British Columbia V7V 1S9, Canada for
which it pays no rent.  Dynamic Ventures also rents a shared office space at 114
Magnolia St., Suite 400-127, Bellingham, Washington  98225.  The office is a six
month  lease beginning July 1, 2000, at a monthly rental of $150, which includes
telephone,  fax  line,  and  conference  room.  Dynamic Ventures' Canadian phone
number  is  (604)  970-0999,  and its Washington phone number is (360) 392-3950.
Dynamic  Ventures does not believe that it will need to obtain additional office
space  at  any  time  in  the foreseeable future until its business plan is more
fully  implemented.


ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
---------------------------------------------------------------------

No  matters  were  submitted  to the shareholders during the twelve month period
ended  December  31,  2000.


                                      14
<PAGE>
                                    PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS
-------------------------------------------------------------------------

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

As  of  March 23, 2001, there were 8,600,000 shares of common stock outstanding,
held  by  36  shareholders  of  record.

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

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  April  10, 2000, Dynamic Ventures issued 4,600,000 shares of common stock to
Eric  Boehnke  in compensation for the license of Vitamineralherb.com rights and
organizational  expenses.  The  issuance  of  the  shares  was  exempt  from
registration  under Rule 506 of Regulation D, Regulation S and sections 3(b) and
4(2)  of  the Securities Act of 1933, as amended, due to Mr. Boehnke's status as
the  founder  and  initial  management of Dynamic Ventures, and his status as an
accredited  investor  and  his  foreign  nationality,  and the limited number of
investors  (36).

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

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

     PLAN  OF  OPERATION

During  the  period  from  April  10,  2000  through  December 31, 2000, Dynamic
Ventures  has  engaged  in  no  significant operations other than organizational
activities,  acquisition of the rights to market Vitamineralherb and preparation
for registration of its securities under the Securities Act of 1933, as amended.
No  revenues  were  received  by  Dynamic  Ventures  during  this  period.

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


                                      15
<PAGE>
Dynamic Ventures' business plan is to determine the feasibility of marketing the
Vitamineralherb products in various markets, and, if the products prove to be in
demand,  begin  marketing  and  selling  Vitamineralherb  products.

     MANAGEMENT'S  DISCUSSION  & ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
     OPERATIONS


Dynamic  Ventures  remains  in  the  development stage and, since inception, has
experienced  no  signigicant  change  in  liquidity  or  capital  resources  or
shareholders'  equity.  Consequently,  Dynamic  Venture's  balance  sheet  as of
December  31,  2000, reflects total assets of $996, in the form of a license and
capitalized  organizational costs.  Organizational expenses of $11,000 were paid
for  by  the  majority  shareholder  and  expensed  to  operations.

On  August  7,  2000,  Dynamic  Ventures  issued  a note payable in exchange for
$10,000  cash.  The  note  payable  is  secured by all corporate property, bears
interest  at  10%  and  is due on August 7, 2001.  The note was issued to Allied
Growth  Inc,  a  company  that  is  not  affiliated with Dynamic Ventures or its
principals.  The  proceeds  are being used to cover the cash requirements on the
day-to-day  operating  expenses  of  Dynamic  Ventures.

Dynamic  Ventures'  business  plan  is  to  determine the feasibility of selling
Vitamineralherb.com  products  to  targeted  markets.  In order to determine the
feasibility of its business plan, Dynamic Ventures plans, during the next six to
twelve  months, to conduct research into these various potential target markets.
Should  Dynamic  Ventures  determine  that  the  exploitation  of the license is
feasible,  it will engage salespeople to market the products. Based primarily on
discussions  with  the licensor, Dynamic Ventures believes that during its first
operational quarter, it will need a capital infusion of approximately $55,000 to
achieve  a sustainable sales level where ongoing operations can be funded out of
revenues.  This  capital  infusion  is  intended  to cover costs of advertising,
hiring  and  paying  two salespeople, and administrative expenses.  In addition,
Dynamic  Ventures  will  need  approximately $260,000 in the event it determines
that  its  market  will  not  pay  in advance and it will have to extend credit.
Dynamic Ventures will have to obtain additional financing through an offering or
capital  contributions  by  current  shareholders.

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

In addition, Dynamic Ventures may engage in a combination with another business.
Dynamic  Ventures  has  engaged  in  discussions  concerning  potential business
combinations,  but  has  not  entered into any agreement for such a combination.


                                      16
<PAGE>
In  its  Independent  Auditor's Report, Dynamic Ventures' accountants state that
Dynamic  Ventures' failure to generate revenues and conduct operations since its
inception raise substantial doubt about Dynamic Ventures' ability to continue as
a going concern.  Dynamic Ventures will require substantial working capital, and
currently  has inadequate capital to fund its business.  Dynamic Ventures may be
unable  to  raise  the funds necessary for implementing its business plan, which
could  severely  limit  its  operations  and  cause  its  stock to be worthless.

ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

                          INDEX TO FINANCIAL STATEMENTS

                              DYNAMIC VENTURES INC.
                          (A Development Stage Company)


Independent Auditor's Report                                                 F-1

Balance Sheet                                                                F-2

Statement of Operations                                                      F-4

Statement of Cash Flows                                                      F-5

Statement of Stockholders' Equity                                            F-7

Notes to the Financial Statements


                                      21
<PAGE>
                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------



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


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

We  conducted  our  audit  in  accordance  with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material  respects,  the  financial  position  of  Dynamic  Ventures  Inc.  (A
Development  Stage  Company),  as  of  December 31, 2000, and the results of its
operations  and  its  cash  flows  for  the  period from April 10, 2000 (Date of
Inception)  to  December  31,  2000,  in conformity with U.S. generally accepted
accounting  principles.

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


     /s/  Manning  Elliott
                                          (formerly Elliott Tulk Pryce Anderson)


                                                           CHARTERED ACCOUNTANTS
Vancouver,  Canada
February 2, 2001


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                              DYNAMIC VENTURES INC.
                          (A Development Stage Company)
                                  Balance Sheet
                           (expressed in U.S. dollars)



                                                                     December 31,
                                                                         2000
                                                                           $
                                          Assets
<S>                                                                  <C>
Current Asset
     Cash                                                                   996
License (Notes 3 and 5)                                                       -
                                                                         ------
                                                                            996
                                                                         ======

                                       Liabilities
Current Liabilities
    Accrued liabilities                                                     953
Notes payable (Note 4)                                                   15,000
                                                                         ------
                                                                         15,953
                                                                         ======

                                    Stockholders' Equity

Stockholders' Equity

Common Stock, 100,000,000 common shares authorized with a par
     value of $.0001; 4,600,000 common shares issued and outstanding        460
Additional Paid in Capital                                               45,540
                                                                         ------
                                                                         46,000
                                                                         ------
</TABLE>


                                      F-2
                     (The accompanying notes are an integral
                       part  of  the  financial  statements)
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                  <C>
Preferred Stock, 20,000,000 preferred shares authorized with a
     par value of $.0001; none issued                                        -

Deficit Accumulated During the Development Stage                       (60,957)
                                                                       --------
                                                                       (14,957)
                                                                       --------
                                                                           996
                                                                       ========
</TABLE>

Contingent Liability (Note 1)
Commitment (Note 3)
Subsequent Event (Note 6)


                                      F-3
                     (The accompanying notes are an integral
                       part  of  the  financial  statements)
<PAGE>
<TABLE>
<CAPTION>
                              DYNAMIC VENTURES INC.
                          (A Development Stage Company)
                             Statement of Operations
                           (expressed in U.S. dollars)



                                                          From  April  10,  2000
                                                           (Date  of  Inception)
                                                          to  December  31,  2000
                                                                      $
<S>                                                              <C>
Revenue                                                                  -
                                                                 ---------

Expenses
     Amortization of license                                         4,125
     Audit and accounting                                            1,100
     Bank charges                                                      459
     Consulting (Note 4)                                             9,212
     Filing fees                                                     1,075
     Interest                                                          453
     License written-off                                            20,625
     Market research                                                 1,500
     Office and telephone                                            1,158
     Organizational expenses and offering costs                     11,000
                                                                 ---------

Net Loss                                                          (50,707)
                                                                 =========

Net Loss Per Share - Basic                                          (.011)
                                                                 =========

Weighted Average Shares Outstanding                              4,600,000
                                                                 =========
</TABLE>


                                      F-4
                     (The accompanying notes are an integral
                       part  of  the  financial  statements)
<PAGE>
<TABLE>
<CAPTION>
                              DYNAMIC VENTURES INC.
                          (A Development Stage Company)
                             Statement of Cash Flows
                           (expressed in U.S. dollars)



                                                              From April 10, 2000
                                                              (Date of Inception)
                                                              to December 31, 2000
                                                                       $
<S>                                                          <C>
Cash Flows to Operating Activities

     Net loss                                                             (50,707)

     Non-cash items

          Amortization of license                                           4,125
          License written-off                                              20,625
          Organizational expenses and offering costs                       11,000
          Accrued liabilities                                                 953
                                                                          --------

Net Cash Used by Operating Activities                                     (14,004)
                                                                          ========

Cash Flows from Financing Activities

     Note payable                                                          15,000
                                                                          --------

Net Cash Provided by Financing Activities                                  15,000
                                                                          --------
Change in cash                                                                996


Cash - beginning of period                                                      -
                                                                          --------
Cash - end of period                                                          996
                                                                          ========

Non-Cash Financing Activities

     A total of 3,500,000 shares were issued to a director
     at a fair market value of $0.01 per share for the
     acquisition of a License (Note 3)                                      35,000


                                      F-6
                     (The accompanying notes are an integral
                       part  of  the  financial  statements)


<PAGE>
     Less dividend deemed paid (Note 4)                                   (10,250)

     A total of 1,100,000 shares were issued to a director
     for organizational expenses and offering costs at a
     fair market value of $0.01 per share                                  11,000
                                                                          --------

                                                                           35,750
                                                                          ========

Supplemental Disclosures

     Interest paid                                                              -
     Income tax paid                                                            -
</TABLE>


                                      F-6
                     (The accompanying notes are an integral
                       part  of  the  financial  statements)
<PAGE>
<TABLE>
<CAPTION>
                              DYNAMIC VENTURES INC.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
          From April 10, 2000 (Date of Inception) to December 31, 2000
                           (expressed in U.S. dollars)



                                                                                                          Deficit
                                                                                                        Accumulated
                                                                                 Additional             During the
                                                                  Common Stock     Paid-in              Development
                                                      Shares         Amount        Capital     Total       Stage
                                                        #               $             $          $           $
<S>                                               <C>             <C>            <C>          <C>      <C>
Balance - April 10,2000 (Date of Inception)                    -             -             -        -             -
   Stock issued for a license at a fair market
     value of $0.01 per share                          3,500,000           350        34,650   35,000             -

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

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

   Net loss for the period                                     -             -             -        -       (50,707)
                                                       ---------       -------      --------  -------    -----------
Balance - December 31, 2000                            4,600,000           460        45,540   46,000       (60,957)
-                                                      =========       =======      ========  =======    ===========
</TABLE>


                                      F-7
                     (The accompanying notes are an integral
                       part  of  the  financial  statements)
<PAGE>
                              DYNAMIC VENTURES INC.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           (expressed in U.S. dollars)



1.   Development  Stage  Company

     Dynamic  Ventures Inc. herein (the "Company") was incorporated in the State
     of  Washington, U.S.A. on April 10, 2000. The Company acquired a license to
     market  and  distribute  vitamins,  minerals,  nutritional supplements, and
     other  health  and  fitness  products in the States of Nevada and Utah. The
     grantor  of  the  license  offers  these  products  for  sale  from various
     suppliers  on their Web Site.

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

     The  Company  filed an SB-2 Registration Statement with the U.S. Securities
     Exchange  Commission  which  was declared effective on January 4, 2001. The
     Company  has  closed its offering and has issued 4,000,000 common shares at
     $0.01  for  cash  proceeds  of  $40,000.


2.   Summary  of  Significant  Accounting  Policies

    (a)   Year  end

          The  Company's  fiscal  year  end  is  December  31.

    (b)   License

          The  cost  to  acquire  a  license  was capitalized. The costs will be
          amortized  on  a  straight-line  basis  over  three  years.

          The  carrying  value  of  the  License  is evaluated in each reporting
          period  to determine if there were events or circumstances which would
          indicate  a  possible  inability  to recover the carrying amount. Such
          evaluation  is  based  on  various  analyses  including  assessing the
          Company's  ability  to  bring  the  commercial  application to market,
          related profitability projections and undiscounted cash flows relating
          to  each application which necessarily involves significant management
          judgment.

    (c)   Cash  and  Cash  Equivalents



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

    (d)   Revenue  Recognition

          The  Company will receive from the Grantor of the license, commissions
          of  one-half of all the profit on all sales made through the Grantor's
          Web  Site. The commission revenue will be recognized in the period the
          sales have occurred. The Company will report the commission revenue on
          a  net  basis as the Company is acting as an Agent for the Grantor and
          does not assume any risks or rewards of the ownership of the products.
          This  policy  is  prospective  in  nature  as  the Company has not yet
          generated  any  revenue.

    (e)   Use  of  Estimates

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

3.   License

     The  Company's  only  asset  is  a  license  to  market vitamins, minerals,
     nutritional supplements and other health and fitness products in the States
     of  Nevada and Utah, through the Grantor's Web Site. The Company desires to
     market  these  products  to  medical  practitioners,  alternative  health
     professionals,  martial  arts  studios  and instructors, sports and fitness
     trainers,  other  health  and  fitness practitioners, school and other fund
     raising  programs  and  other  similar  types of customers. The license was
     acquired  on April 10, 2000 for a term of three years. The Company must pay
     an  annual fee of $500 for maintenance of the Grantor's Web Site commencing
     on  the  anniversary  date.  The  Grantor of the license retains 50% of the
     profits.

     See  Note 5 for consideration paid to a related party for the assignment of
     this  license.

     The  license  was  written-off to operations as at December 31, 2000 due to
     the lack of historical cash flow of vitamineralherb.com. However, it is the
     Company's  intention  to  determine  if  it  is  economically  feasible  to
     commercially  exploit  a  business  plan.


4.   Notes  Payable

     The  notes  payable are secured by all corporate property, bear interest at
     10%  and $10,000 is due on August 7, 2001 and $5,000 is due on November 21,
     2001.


5.   Related  Party  Transactions

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


<PAGE>
     The  Company  issued  1,100,000  shares having a fair market value of $0.01
     each  to  the  President  of  the  Company  for organizational expenses and
     offering  costs  in  the  amount  of  $11,000.

     The  Company  paid $9,000 in consulting fees to a Company controlled by the
     sole  director  and  President  of  the  Company.


<PAGE>
                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
-----------------------------------------------------------------------------
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT
--------------------------------------------------------

The  following  table sets forth the name, age and position of each director and
executive  officer  of  Dynamic  Ventures:

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

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

Mr.  Boehnke  is  the  president  and  a  director of Big Sky Management Ltd., a
private  company  principally  involved  with  providing  corporate  finance and
administrative management services to private and public companies.  He has held
these  offices  since  1997.  Projects  for  Big  Sky Management include Pacific
Mountain  Brewing  for  which he brokered a private placement in 1998 to finance
building  of  a  specialty  malt facility in the province of Alberta; City Light
Brewing  Company, for which he raised $1.4 million US through a merchant bank in
1999,  and in 2000 researched, developed and positioned key people in regards to
the  building  of  a  new  brewpub  in  the  International  Village complex; and
Wineshares  International  Ltd.,  for  which  he arranged $500,000 US in 1999, a
large  portion of which was in the form of a bridge loan. Since May 2000, he has
also  served  as  president  and director of Vendin One Capital Corp., a company
incorporated  in the Yukon Territories that is registering its securities on the
Canadian  Venture  exchange.

Since  April, 2000, Mr. Boehnke has also served as the sole director and officer
of K-2 Logistics.com Inc., a reporting company under the Securities Exchange Act
of  1934.  K-2 Logistics is a blank check company: its business plan is to merge
with  or  acquire  a  business  entity  in  exchange  for  its  securities.


                                      17
<PAGE>
From  February, 2000 through April 20, 2000, Mr. Boehnke served as the president
and  a  director  of Hiking Adventures Inc., an OTC bulletin board company under
the  symbol "HKAD", now known as IQROM Communications Inc. ("IQCO").  During his
tenure as president, Mr. Boehnke oversaw the acquisition by Hiking Adventures of
IQROM  Communications  Inc.,  a  high tech company focusing on the production of
multi-media  CD-Roms.  Hiking Adventures and IQROM merged in a transaction known
as  a  reverse  takeover. In a reverse takeover, the shareholders of an acquired
company  generally  end up owning all or most of the resulting combined company,
and  the  resulting  company is engaged in a business different from that of the
company  which  ceases  to  exist. IQROM is engaged in a different business than
Hiking  Adventures,  and  Hiking  Adventures  has  ceased  to exist.  During Mr.
Boehnke's  tenure, Hiking Adventures lacked any material operations or revenues.
As  part  of  the  acquisition,  IQROM  arranged  for  a  private  placement  of
US$12,000,000  to  help the company expand its existing operations in Europe and
into  the  North  American  market.  Mr. Boehnke's duties included review of the
private  placement  documents  and  share  issuances  for  compliance  with
applicability  laws  and  regulations.

From  March 2000 through June 2000, Mr. Boehnke served as president and director
of  Anthem  Recording West now Udate.com Ltd, an OTCBB company that trades under
the  symbol  "UDAT".  Anthem  and  Udate.com  also merged in a reverse takeover.
Udate.com  is engaged in a different business than Anthem, and Anthem has ceased
to exist.  During Mr. Boehnke's tenure, Anthem lacked any material operations or
revenues.  From  1996  through  1999,  Mr. Boehnke was the owner and operator of
Mescalero,  a  popular  Vancouver  restaurant.  His  responsibilities  included
managing  a staff of 25-35 people, developing capital budgets for expansion, new
marketing  plans,  formulating  systems  to control costs and structuring a core
management  team  to  oversee  the  business.  Over a period of three years, the
business developed a catering company that worked hand in hand with the business
and  increased sales from $1.1 million per annum to $1.4 million per annum. From
1992  through  1994,  Mr.  Boehnke  was employed by AMF Capital Corp., a venture
capital company whose mandate was to raise funds for public trading companies on
various  exchanges.  Mr.  Boehnke's responsibilities included selecting projects
for  the  company,  acting  as  liaison  between  the  executives  and potential
investors,  as  well  as  working  with  the  market  makers.

ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

Dynamic  Ventures  currently  pays its president, Eric Boehnke, $1,500 per month
for his management services.  Although there is no current plan in existence, it
is  possible  that  Dynamic  Ventures  will  adopt  a  plan  to  pay  or  accrue
compensation  to  its  officers  and  directors  for  services  related  to  the
implementation  of  Dynamic  Ventures'  business  plan.  Dynamic Ventures has no
stock  option,  retirement,  incentive,  defined  benefit, actuarial, pension or
profit-sharing  programs  for  the  benefit  of  directors,  officers  or  other
employees, but the Board of Directors may recommend adoption of one or more such
programs  in  the  future.  The  director  currently  does  not receive any cash
compensation  from  Dynamic Ventures for his service as a member of the board of
directors.  There  is  no  compensation  committee, and no compensation policies
have  been  adopted.  See  "Certain  Relationships  and  Related  Transactions."


                                      18
<PAGE>
ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
MANAGEMENT

The  following  table  sets  forth,  as  of December 31, 2000, Dynamic Ventures'
outstanding  common  stock  owned  of  record  or beneficially by each Executive
Officer  and  Director  and  by each person who owned of record, or was known by
Dynamic  Ventures to own beneficially, more than 5% of its common stock, and the
shareholdings  of  all Executive Officers and Directors as a group.  Each person
has  sole  voting  and  investment  power  with  respect  to  the  shares shown.

<TABLE>
<CAPTION>
NAME                                                         SHARES OWNED  PERCENTAGE OF SHARES OWNED
-----------------------------------------------------------  ------------  --------------------------
<S>                                                          <C>           <C>
Eric Boehnke, President, Secretary, Treasurer and Director      4,600,000                        100%
1820 Fulton Avenue
West Vancouver, BC V7V 1S9 Canada
-----------------------------------------------------------  ------------  --------------------------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A                         4,600,000                        100%
GROUP (1 Individual)
-----------------------------------------------------------  ------------  --------------------------
</TABLE>

DESCRIPTION  OF  SECURITIES

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

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

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


                                      19
<PAGE>
The  holders  of  shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors.  The
Board  of  Directors  has  never  declared  a  dividend  and does not anticipate
declaring  a  dividend  in  the  future.  Each outstanding share of common stock
entitles  the  holder thereof to one vote per share on all matters.  The holders
of  the shares of common stock have no preemptive or subscription rights. In the
event  of  liquidation,  dissolution  or  winding  up  of the affairs of Dynamic
Ventures,  holders  are  entitled to receive, ratably, the net assets of Dynamic
Ventures  available  to  shareholders  after  payment  of  all  creditors.

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

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

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

SIGNATURES
----------

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                             DYNAMIC  VENTURES  INC.

                                             By:  /s/
                                                ---------------------
                                                Eric  Boehnke
                                                President

                                             Date:  March 29, 2001
                                                  -------------------


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

                                 By:  /s/                Date:  March 29, 2001
                                    ------------------        -----------------
                                    Eric Boehnke, President,
                                    Director, Chief Financial
                                    and Accounting Officer


                                      20
<PAGE>