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, 2001
                            -----------------
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:  000-32217
                         ---------

                             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    x     No
                   -------     -------

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. [X]

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


                                        1
<PAGE>
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on March 15, 2002, computed by the average bid and asked price as of
February  21,  2002  is  at  which the stock was sold, was $6,9000,000, 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 15, 2002, 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  [ ]


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

INDEX TO
ANNUAL REPORT ON FORM 10-KSB
FOR THE TWELVE MONTH PERIOD ENDED DECEMBER 31, 2001

<S>                                                                         <C>
PART I                                                                      PAGE
Item 1     Description of Business . . . . . . . . . . . . . . . . . . . .     4
Item 2     Description of Property . . . . . . . . . . . . . . . . . . . .    13
Item 3     Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . .    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. . . .    14
Item 6     Plan of Operation . . . . . . . . . . . . . . . . . . . . . . .    15
Item 7     Financial Statements. . . . . . . . . . . . . . . . . . . . . .    16
Item 8     Changes In And Disagreement With Accountants. . . . . . . . . .    16

PART III
Item 9     Directors, Executive Officers, Promoters and Control Persons. .    16
Item 10    Executive Compensation  . . . . . . . . . . . . . . . . . . . .    17
Item 11    Security Ownership of Certain Beneficial Owners and Management     18
Item 12    Certain Relationships and Related Transactions  . . . . . . . .    19
Item 13    Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . .    19

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . .    20

INDEX  TO  FINANCIAL  STATEMENTS . . . . . . . . . . . . . . . . . . . . .   F-1
</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,  Inc. ("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 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.


                                        5
<PAGE>
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 42 other entities for
territories  in  various  states,  Canadian  provinces,  and countries.  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  has  two  suppliers: Alta Natural Herbs & Supplements Ltd.,
and  Gaia  Garden  Herbal  Dispensary.  Vitamineralherb.com  entered  into  a
Manufacturing  Agreement,  dated  July  18,  2001  with  Alta Natural, a company
incorporated  on  August  18, 1993 in British Columbia, Canada and listed on the
Canadian  Stock  Exchange  (trading symbol "AHS"). The Alta Natural product line
includes  over  100  herbal,  organic  products,  and  food  supplements.

Vitamineralherb.com also has an agreement dated July 5, 2001 with Gaia Garden, a
company  which  manufactures  and  distributes  a  full  line of herbs, oils and
ointments,  teas, and vitamins, minerals and herbal supplements.  Gaia Garden is
located  in  Vancouver,  British  Columbia,  Canada.

Both  suppliers  are  able to manufacture custom blended products for customers,
and  to  supply  privately  labeled  products  for  Corporate  Development  and
Innovation's  customers  at  a  minimal added cost. Vitamineralherb.com has just
begun  developing  its  vitamin  marketing  and  distributorship  business.

     IMPLEMENTATION  OF  BUSINESS  PLAN:  MILESTONES

Dynamic  Ventures'  business  plan  is  to  determine the feasibility of selling
Vitamineralherb.com  products  to  targeted  markets.  Should  Dynamic  Ventures
determine  that  its business plan is feasible, it intends to employ salespeople
to call on medical professionals, alternative health professionals, martial arts
studios  and instructors, sports and fitness trainers, other  health and fitness
professionals, school and other fund raising programs and other similar types of
customers  to  interest  these  professionals  in  selling  to  their  clients
high-quality,  low-cost  vitamins,  minerals, nutritional supplements, and other
health  and  fitness  products.  These  professionals would sell the products to
their clients via the Internet.  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  conducted  research  into  the  various
     potential target markets. Dynamic Ventures has engaged DealBuzz.com, a firm
     which  specializes  in  market  research for Internet-related companies, to
     perform  the  market  research. Dealbuzz compiled information regarding 200
     potential  clients  in  Utah  and Nevada, and compiled statistics as to the
     feasibility  of  exploitation  of  the  license.


                                        6
<PAGE>
-    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. 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. 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.  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.  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.

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.


                                        7
<PAGE>
     THE VITAMIN, SUPPLEMENT, MINERAL AND ALTERNATIVE HEALTH PRODUCT MARKET.

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

     COMPETITION

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.

     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.


                                        8
<PAGE>
Dynamic  Ventures  believes that the principal competitive factors in its market
are:

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

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

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

     -    Lack  of  convenience  and personalized service. Traditional retailers
          have limited store hours and locations. Traditional retailers are also
          unable  to  provide  consumers  with  product advice tailored to their
          particular  situation.
     -    Limited  product  assortment.  The  capital  and real estate intensive
          nature  of  store-based retailers limit the product selection that can
          be  economically  offered  in  each  store  location.
     -    Lack  of  Customer  Loyalty. Although the larger traditional retailers
          often  attract  customers,  many  of these customers are only one-time
          users.  People  are  often attractive to the name brands, but find the
          products  too  expensive.  It  is  understood  that  these are quality
          products  and  have  value,  but the multilevel structure of marketing
          often  employed  by  large  retailers  mandate  high  prices.

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

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

     -    Broad  Expandable  Product  Assortment.  Dynamic  Ventures'  product
          selection  is  substantially  larger  than that offered by store-based
          retailers.
     -    Low  Product  Prices.  Product  prices  can  be kept low due to volume
          purchases  through  Dynamic  Ventures'  affiliation  with
          Vitamineralherb.com  and  other licensees. Product prices will also be
          lower due to Dynamic Ventures' lack of need of inventory and warehouse
          space.  All  products  are  shipped from International Formulation and
          Manufacturing's  inventory.
     -    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.


                                        9
<PAGE>
     REGULATORY ENVIRONMENT

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

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

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

The  Food, Drug, and Cosmetic Act has been amended several times with respect to
dietary  supplements,  most recently by the Nutrition Labeling and Education Act
of  1990  and  the  Dietary  Supplement  Health  and Education Act of 1994.  The
Dietary  Supplement  Health  and Education Act created a new statutory framework
governing  the definition, regulation and labeling of dietary supplements.  With
respect to definition, the Dietary Supplement Health and Education Act created a
new class of dietary supplements, consisting of vitamins, minerals, herbs, amino
acids and other dietary substances for human use to supplement the diet, as well
as  concentrates,  metabolites,  extracts  or  combinations  of  such  dietary
ingredients.  Generally,  under the Dietary Supplement Health and Education Act,
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.


                                       10
<PAGE>
The Food and Drug Administration has indicated that claims or statements made on
a company's website about dietary supplements may constitute "labeling" and thus
be  subject  to regulation by the Food and Drug Administration.  With respect to
labeling,  the  Dietary  Supplement Health and Education Act amends, for dietary
supplements,  the  Nutrition  Labeling  and  Education  Act  by  providing  that
"statements  of  nutritional  support,"  also referred to as "structure/function
claims,"  may  be  used  in  dietary  supplement  labeling without Food and Drug
Administration  pre-approval,  provided  certain  requirements  are  met.  These
statements  may describe how particular dietary ingredients affect the structure
or  function  of  the  body,  or  the  mechanism  of  action  by which a dietary
ingredient  may  affect  body  structure  or  function, but may not state a drug
claim,  i.e.,  a claim that a dietary supplement will diagnose, mitigate, treat,
cure  or  prevent  a  disease.  A  company  making  a  "statement of nutritional
support" must possess substantiating evidence for the statement, disclose on the
label  that  the Food and Drug Administration has not reviewed the statement and
that  the  product is not intended for use for a disease and notify the Food and
Drug  Administration  of the statement within 30 days after its initial use.  It
is  possible  that  the  statements  presented  in  connection  with  product
descriptions  on  Dynamic  Ventures' site may be determined by the Food and Drug
Administration  to  be  drug  claims  rather  than  acceptable  statements  of
nutritional  support.  In  addition,  some  of  Dynamic  Ventures' suppliers may
incorporate objectionable statements directly in their product names or on their
products'  labels,  or  otherwise  fail to comply with applicable manufacturing,
labeling and registration requirements for over-the-counter or homeopathic drugs
or  dietary  supplements.  As  a  result, Vitamineralherb.com may have to remove
objectionable  statements  or products from its site or modify these statements,
or product names or labels, in order to comply with Food and Drug Administration
regulations.  Such  changes  could interfere with Dynamic Ventures' marketing of
products  and  could  cause  us  to  incur  significant  additional  expenses.

In  addition,  the  Dietary  Supplement  Health  and  Education  Act  allows the
dissemination of "third party literature" in connection with the sale of dietary
supplements  to  consumers  at  retail  if  the  publication  meets  statutory
requirements.  Under  the  Dietary  Supplement  Health and Education Act, "third
party  literature" may be distributed if, among other things, it is not false or
misleading,  no  particular  manufacturer  or  brand  of  dietary  supplement is
promoted,  a  balanced  view  of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements in
stores.  The  extent  to which this provision may be used by online retailers is
not  yet clear, and Dynamic Ventures cannot assure you that all pieces of "third
party  literature"  that  may  be  disseminated  in connection with the products
Dynamic Ventures offers for sale will be determined to be lawful by the Food and
Drug  Administration.  Any  such  failure  could  render the involved product an
unapproved  drug  or  a  "misbranded"  product,  potentially  subjecting  us  to
enforcement  action  by  the Food and Drug Administration, and could require the
removal of the noncompliant literature from Vitamineralherb.com's website or the
modification  of  Dynamic  Ventures'  selling  methods, interfering with Dynamic
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


                                       11
<PAGE>
benefit  or relationship with a disease or related condition and the application
of  the  physical separation requirement for "third party literature" as applied
to  Internet  sales.

In  addition to the regulatory scheme under the Food, Drug and Cosmetic Act, the
advertising  and promotion of dietary supplements, foods, over-the-counter drugs
and  cosmetics  is  subject  to  scrutiny  by the Federal Trade Commission.  The
Federal  Trade  Commission  Act  prohibits  "unfair or deceptive" advertising or
marketing  practices, and the Federal Trade Commission has pursued numerous food
and  dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made  via  the  Internet.  The  Federal  Trade  Commission has the power to seek
administrative  or  judicial  relief  prohibiting  a  wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent  order and seek monetary penalties for the violation of a consent order.
In  general, existing laws and regulations apply fully to transactions and other
activity  on  the  Internet.  The  Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic media.  The Federal Trade
Commission  has  already undertaken a new monitoring and enforcement initiative,
"Operation  Cure-All,"  targeting allegedly bogus health claims for products and
treatments  offered  for  sale  on  the  Internet.  Many states impose their own
labeling  or  safety  requirements  that  differ from or add to existing federal
requirements.

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

     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


                                       12
<PAGE>
adoption  of such laws or regulations and the applicability of existing laws and
regulations  to the Internet may impair the growth of Internet use and result in
a  decline  in  Dynamic  Ventures'  sales.

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

     EMPLOYEES

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

     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  on Forms 10-QSB and 10-KSB, proxy statements and other information with
the Securities and Exchange Commission.  Such periodic reports, proxy statements
and other information will not be sent to shareholders but 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 and pays rent on a
monthly  basis.  Dynamic  Ventures' Canadian phone number is (604) 970-0999, and
its  Washington  phone  number  is  (360)  392-3950.


                                       13
<PAGE>
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  3.  LEGAL  PROCEEDINGS
----------------------------

Dynamic  Ventures  is  not  a  party  to  any  pending  legal  proceedings.


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,  2001.

Our  last  annual  meeting  was  undertaken  by  virtue of a written shareholder
consent action executed by Mr. Eric Boehnke to be effective as of June 25, 2001.
At  that  time,  Mr.  Eric  Boehnke  constituted  our  majority  shareholder.

                                     PART II

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

     MARKET  INFORMATION
     -------------------

Effective  May  16,  2001, Dynamic Ventures' shares of common stock was accepted
for quotation on the National Association of Securities Dealers Over-the-Counter
Bulletin  Board  ("OTC-BB")  quotation  service  under  the  symbol  "DYVW".

The  quotations shown below reflect inter-dealer prices, without retail mark-up,
mark-down  or  commission and may not necessarily represent actual transactions.

Per  share common stock bid prices by quarter for the fiscal year ended December
31,  2001:

     Quarter Ended       High (1)   Low (1))

     December 31, 2001       7.75      1.20
     September 30, 2001      1.01      0.33
     June 30, 2001           0.30      0.01
     March 31, 2001         N/A(2)    N/A(2)


     (1)  Source  of  Information:  Bloomberg  Professional
     (2)  No  information  is  available  for  this  quarter as the first day of
          trading  was  June  8,  2001

     HOLDERS  OF  COMMON  EQUITY
     ---------------------------

As  of  March 15, 2002, there were 8,600,000 shares of common stock outstanding,
held  by  21  shareholders  of  record.


                                       14
<PAGE>
     DIVIDENDS
     ---------

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.


ITEM  6.  PLAN  OF  OPERATION
-----------------------------

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

During  the  period  from  April 10, 2000 (inception) through December 31, 2001,
Dynamic  Ventures  has  engaged  in  no  significant  operations  other  than
organizational  activities  and  acquisition  of  the  rights  to  market
Vitamineralherb.  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  expenses  associated  with  setting  up a company structure to begin
implementing  its business plan.  Dynamic Ventures anticipates that until it has
implemented  its business plan and achieved the milestones, it will not generate
revenues,  and  may continue to operate at a loss thereafter, depending upon the
performance  of the business.  Please see "Item 1. Description of Business - The
License  -  Implementation  of  Business  Plan:  Milestones"  for details of the
milestones.

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,  2001,  reflects  total  assets  of  $80,802, in the form of cash.

On  January 29, 2001, the Company issued a note payable in exchange for $100,000
in  cash, secured by all corporate property.  The note bears interest at 12% and
was  due  on January 29, 2002.   It has not been repaid.  Proceeds from the note
were  used  to  pay  off  previous  notes  totaling $15,000.  The balance of the
proceeds  were  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.  Should  Dynamic  Ventures
determine  that  the  exploitation  of the license is feasible, Dynamic Ventures
plans  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.


                                       15
<PAGE>
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.

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
-------------------------------

Financial  statements  and supplementary data are set forth on pages F-1 through
F-9.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENT  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

None.

                                    PART III

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

All  of  our  directors are elected annually by our shareholders and hold office
until  the next annual general meeting of shareholders or until their successors
are  duly  elected  and  qualified,  unless  they  sooner  resign or cease to be
directors  in  accordance  with  our  Articles  and  Bylaws.

We  held  an  annual meeting by written consent action on June 25, 2001, wherein
our  current  director  was  elected to serve for terms of one year or until his
replacement  is  duly  elected  by  our  shareholders.

On June 25, 2001, Mr. Eric Boehnke, was elected as the sole Director, President,
Secretary  and  Treasurer.

NAME AND PRESENT OFFICE HELD               AGE  DIRECTOR SINCE  OFFICER SINCE
-------------------------------------------------------------------------------
Eric Boehnke                                37  April 10, 2000  April 10, 2000
President, Secretary, Treasurer, Director
-------------------------------------------------------------------------------

We  currently  have  no  employees.  The  following  constitutes  certain  brief
biographical  information  for  the  sole  officer/director  as  listed  above:


                                       16
<PAGE>
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.

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.

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

For  the  last fiscal year recently ended December 31, 2001, no compensation was
paid  to  the  executive  officer  serving at the fiscal year ended December 31,
2001.  For  the  fiscal  year  ended  December  31,  2001, Dynamic Ventures only


                                       17
<PAGE>
executive officer was Mr. Eric Boehnke.  See "Item 12. Certain Relationships and
Related  Transactions"  for  transactions  with  third  parties.

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."


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  March  15,  2002, 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.  The
following  table also sets forth the shareholdings of all Executive Officers and
Directors  as  a  group.  Each  person  set  forth  below  has  sole  voting and
investment  power  with  respect  to  the  shares  shown.

<TABLE>
<CAPTION>
TITLE OF CLASS          NAME AND ADDRESS OF BENEFICIAL OWNER            AMOUNT AND    PERCENT OF
                                                                         NATURE OF       CLASS
                                                                        BENEFICIAL
                                                                         OWNERSHIP
--------------  -----------------------------------------------------  -------------  -----------
<S>             <C>                                                    <C>            <C>
Common stock    ERIC BOEHNKE
                                                   1820 Fulton Avenue     4,600,000       54.49 %
                West Vancouver, British Columbia
                V7V 1S2 Canada
--------------  -----------------------------------------------------  -------------  -----------
Common stock    DISTINCT HOLDINGS LTD.                                 1,000,000 (1)      11.63 %
                                                      3081 3rd Avenue
                Whitehourse, Yukon Territory
                Y1A 4Z7 Canada
--------------  -----------------------------------------------------  -------------  -----------
Common stock    KET INVESTMENTS
                                                    980 - 13th Street    680,000 (2)       7.91 %
                Kamloops, British Columbia
                V2B 3C9 Canada
--------------  -----------------------------------------------------  -------------  -----------
Common stock    All Directors and Named Executive Officers as a group     4,600,000        54.49%
--------------  -----------------------------------------------------  -------------  -----------
<FN>
     (1)  Mr. John Meyer is the sole shareholder of Distinct Holdings Ltd.
     (2)  Mrs. Karen Repka is the sole shareholder of KET Investments Ltd.
</TABLE>

                                       18
<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

Other  than  set forth below, during the past two years, there have not been any
transactions  that  have  occurred  between  Dynamic  Ventures and its officers,
directors,  and  five  percent  or  greater  shareholders.

     i)   On  January  29,  2001,  Dynamic Ventures issued a $100,000 promissory
          note  to  Big  Sky  Management Ltd. The note bears interest at 12% per
          annum  on  the  unpaid  balance  beginning from the date the funds are
          advanced  until  fully  paid.  The  repayment  of the note is in on or
          before January 29, 2002. The holder of the note was granted a security
          interest  in any and all corporate property, including but not limited
          to,  real  property,  inventory,  receivables  and office equipment of
          Dynamic  Ventures. Mr. Eric Boehnke is the sole shareholder of Big Sky
          Management  Ltd.

     ii)  During the period January 1, 2001 to June 30, 2001, Big Sky Management
          Ltd.  received  approximately  $19,350  as compensation for consulting
          services rendered to June 30, 2001. The services were provided by Eric
          Boehnke who is the sole director/officer and a majority shareholder of
          Dynamic  Ventures. Mr. Eric Boehnke is the sole shareholder of Big Sky
          Management  Ltd.


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

(a)  EXHIBITS
-------------

Exhibits included or incorporated by reference in this document are set forth in
--------------------------------------------------------------------------------
the  Exhibit  Index.
--------------------


                                INDEX TO EXHIBITS

       Exhibit Number   Description
       ------------------------------------------------------

          3.1 (1)       Articles of Incorporation
          3.2 (1)       Bylaws
          4.1 (1)       Specimen Stock Certificate
          4.2 (1)       Stock Subscription Agreement
          4.4           100,000 Promissory Note
          5.1 (1)       Opinion re:  legality
          10.1 (1)      License Agreement
          10.2 (1)      Assignment of License Agreement
          23.1 (1)      Consent of Independent Auditors
          23.2 (1)      Consent of Counsel (see exhibit 5.1)

          (1)  Previously filed as an exhibit to the registrant's registration
               statement on Form SB-2 on June 30, 2000 and as amended on
               September 19, 2000, November 3, 2000 and December 22, 2000.

(b)  Reports  on  Form  8-K


                                       19
<PAGE>
There  were  no  reports on Form 8-K filed during the last quarter of the fiscal
year  covered  by  this  report.


SIGNATURES
----------

In  accordance  with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

                             DYNAMIC VENTURES, INC.

                             By:     /s/  Eric  Boehnke
                                  -------------------------------
                                  Eric  Boehnke
                                  President, Secretary, Treasurer
                                  and  Director

                            Date:      March 28, 2002
                                  -------------------------------


                                       20
<PAGE>
Dynamic Ventures Inc.

(A Development Stage Company)

                                                                           Index

Independent Auditor's Report. . . . . . . . . . . . . . . . . . . . . . .   F-1

Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-2

Statement of Operations . . . . . . . . . . . . . . . . . . . . . . . . .   F-3

Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . .   F-4

Statement of Stockholders' Equity . . . . . . . . . . . . . . . . . . . .   F-5

Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . .   F-6


<PAGE>
[GRAPHIC OMITTED]



                          Independent Auditor's Report
                         ------------------------------


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


We  have  audited  the  accompanying  balance sheets of Dynamic Ventures Inc. (A
Development  Stage  Company)  as  of  December 31, 2001 and 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, 2001. 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  audits.

We  conducted  our  audits  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, 2001 and 2000, and the results of
its  operations  and  its cash flows for the period from April 10, 2000 (Date of
Inception)  to  December  31,  2001,  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 and has suffered start-up
losses  of  $108,874 to December 31, 2001. 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"


CHARTERED ACCOUNTANTS
Vancouver, Canada
February 15, 2002


                                      F-1
<PAGE>
<TABLE>
<CAPTION>

Dynamic  Ventures  Inc.
(A  Development  Stage  Company)
Balance  Sheets
December  31,  2001  and  2000
(expressed  in  U.S.  dollars)

                                                                    2001       2000
                                                                     $           $
<S>                                                              <C>         <C>
                                 Assets
Current Assets
    Cash                                                            80,802        996
                                                                 ----------  ---------
Total Assets                                                        80,802        996
                                                                 ==========  =========

                               Liabilities
Current Liabilities
    Accounts payable                                                 1,426          -
Accrued liabilities (Note 5)                                        12,500        953
Notes payable (Note 4)                                             100,000     15,000
                                                                 ----------  ---------
Total Liabilities                                                  113,926     15,953
                                                                 ----------  ---------
                           Stockholders' Deficit

Stockholders' Deficit
Common Stock, 100,000,000 common shares authorized with a
  par value of $.0001; 8,600,000 and 4,600,000 common shares
  issued and outstanding                                               860        460
Additional Paid in Capital                                          85,140     45,540
                                                                 ----------  ---------
                                                                    86,000     46,000
                                                                 ----------  ---------
Preferred Stock, 20,000,000 preferred shares authorized with a
  par value of $.0001; none issued                                       -          -
                                                                 ----------  ---------

Deficit Accumulated During the Development Stage                  (119,124)   (60,957)
                                                                 ----------  ---------
Total Stockholders' Deficit                                        (33,124)   (14,957)
                                                                 ----------  ---------
Total Liabilities and Stockholders' Deficit                         80,802        996
                                                                 ==========  =========
Contingent Liability (Note 1)
Commitment (Note 3)
</TABLE>


                                      F-2
                    (The accompanying notes are an integral
                        part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>

Dynamic  Ventures  Inc.
(A  Development  Stage  Company)
Statements  of  Operations
(expressed  in  U.S.  dollars)

                                                    Accumulated From
                                                     April 10, 2000                              From April 10, 2000
                                                 (Date of Inception) to       Year Ended        (Date of Inception) to
                                                   December 31, 2001       December 31, 2001      December 31, 2000
                                                           $                       $                      $
<S>                                             <C>                       <C>                  <C>
Revenue                                                               -                    -                         -
                                                ------------------------  -------------------  ------------------------

Expenses
   Amortization of license                                        4,125                    -                     4,125
   Audit and accounting                                           6,200                5,100                     1,100
   Bank charges                                                     459                    -                       459
   Consulting (Note 5)                                           30,318               21,106                     9,212
   Foreign exchange loss                                          1,030                1,030                         -
   Interest - net of interest income                              9,606                9,153                       453
   Legal                                                         13,038               13,038                         -
   License written-off                                           20,625                    -                    20,625
   Market research                                                1,500                    -                     1,500
   Office and telephone                                           5,648                4,490                     1,158
   Organizational expenses and offering costs                    11,000                    -                    11,000
   Transfer agent and filing fees                                 4,825                3,750                     1,075
   Web site maintenance fee                                         500                  500                         -
                                                ------------------------  -------------------  ------------------------

Net Loss                                                       (108,874)             (58,167)                  (50,707)
                                                ========================  ===================  ========================


Net Loss Per Share - Basic                                                             (0.01)                    (0.01)
                                                                          ===================  ========================


Weighted Average Shares Outstanding                                                8,032,000                 4,600,000
                                                                          ===================  ========================

Diluted  loss  per share has not been presented separately as the result is anti dilutive.
</TABLE>


                                      F-3
                    (The accompanying notes are an integral
                        part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>

Dynamic  Ventures  Inc.
(A  Development  Stage  Company)
Statement  of  Cash  Flows
(expressed  in  U.S.  dollars)


                                                               Accumulated From
                                                                April 10, 2000                             From April 10, 2000
                                                            (Date of Inception) to       Year Ended        (Date of Inception)
                                                              December 31, 2001       December 31, 2001    to December 31, 2000
                                                                      $                       $                     $
<S>                                                        <C>                       <C>                  <C>
Cash Flows to Operating Activities
   Net loss                                                               (108,874)             (58,167)                (50,707)
   Non-cash items
      Amortization of license                                                4,125                    -                   4,125
      License written-off                                                   20,625                    -                  20,625
      Organizational expenses and offering costs                            11,000                    -                  11,000
   Changes in non-cash working capital items
      Accounts payable and accrued liabilities                              13,926               12,973                     953
                                                           ------------------------  -------------------  ----------------------

Net Cash Used by Operating Activities                                      (59,198)             (45,194)                (14,004)
                                                           ------------------------  -------------------  ----------------------

Cash Flows from Financing Activities
   Proceeds from issuance of common shares                                  40,000               40,000                       -
   Proceeds from note payable (net)                                        100,000               85,000                  15,000
                                                           ------------------------  -------------------  ----------------------

Net Cash Provided by Financing Activities                                  140,000              125,000                  15,000
                                                           ------------------------  -------------------  ----------------------

Increase in cash during the period                                          80,802               79,806                     996
Cash - beginning of period                                                       -                  996                       -
                                                           ------------------------  -------------------  ----------------------

Cash - end of period                                                        80,802               80,802                     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                    -                  35,000
   Less dividend deemed paid (Note 5)                                      (10,250)                   -                 (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                    -                  11,000
                                                           ------------------------  -------------------  ----------------------

                                                                            35,750                    -                  35,750
                                                           ========================  ===================  ======================

 Supplemental Disclosures
   Interest paid                                                                 -                    -                       -
Income tax paid                                                                  -                    -                       -
</TABLE>



                                      F-5
                    (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, 2001
(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 5)                          -        -            -        -       (10,250)
   Net loss for the period                                -        -            -        -       (50,707)
                                                  ---------  -------  -----------  -------  -------------
Balance - December 31, 2000                       4,600,000      460       45,540   46,000       (60,957)
   Stock issued at $0.01 per share for cash       4,000,000      400       39,600   40,000             -
   Net loss for the year                                  -        -            -        -       (58,167)
                                                  ---------  -------  -----------  -------  -------------

Balance - December 31, 2001                       8,600,000      860       85,140   86,000      (119,124)
                                                  =========  =======  ===========  =======  =============
</TABLE>


                                      F-6
                    (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
     further  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  and  was  declared  effective on January 5, 2001. The
     Company  completed  an offering and issued 4,000,000 common shares at $0.01
     for  cash  proceeds  of  $40,000.

     The  Company  received  $100,000 from a company controlled by the President
     pursuant  to  a  note  payable  secured  by all corporate property, bearing
     interest at 12% and due on demand. Two notes, totalling $15,000 were repaid
     during  the  first  quarter  ended  March  31,  2001.


2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  end

          The  Company's  fiscal  year  end  is  December  31.

     (b)  License

          The  cost  to  acquire  the  License  was  capitalized.

          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 applications to market,
          related profitability projections and undiscounted cash flows relating
          to  each application which necessarily involves significant management
          judgment.  Where  an  impairment loss has been determined the carrying
          amount  is  written-down  to  fair  market value. Fair market value is
          determined  as  the  amount  at  which  the license could be sold in a
          current  transaction  between  willing  parties.  The License has been
          written-off  to  operations due to the lack of historical cash flow of
          the  license  and  lack  of  a  market  to  resell  the  license.

     (c)  Cash  and  Cash  Equivalents

          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.


                                      F-7
<PAGE>
Dynamic  Ventures  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)


2.   Summary  of  Significant  Accounting  Policies  (continued)

     (e)  Accounting  for  Stock-Based  Compensation

          SFAS No. 123, "Accounting for Stock-Based Compensation," requires that
          stock  awards  granted  be recognized as compensation expense based on
          fair values at the date of grant. Alternatively, a company may account
          for  stock  awards  granted  under Accounting Principles Board Opinion
          (APB) No. 25, "Accounting for Stock Issued to Employees," and disclose
          pro  forma  income  amounts which would have resulted from recognizing
          such  awards  at  their fair value. The Company has elected to account
          for  stock-based  compensation  for  employees and non-employees using
          SFAS  No.  123.

     (f)  Foreign  Exchange

          Current  monetary  assets  and  liabilities  of  the Company which are
          denominated  in foreign currencies are translated at the exchange rate
          in  effect  at  the  balance  sheet  dates.  Revenues and expenses are
          translated  at  rates of exchange prevailing on the transaction dates.
          Exchange gains or losses on the realization of current monetary assets
          and  the  settlement  of  current  monetary liabilities are recognized
          currently  to  operations.

     (g)  Income  Taxes

          The  Company  has  adopted  the  provisions  of  Financial  Accounting
          Standards  Board  Statement  No. 109 (SFAS 109), Accounting for Income
          Taxes.  Pursuant  to  SFAS  109 the Company is required to compute tax
          asset  benefits  for  net  operating losses carried forward. Potential
          benefit  of  net  operating  losses  has  not  been  recognized in the
          financial  statements because the Company cannot be assured that it is
          more likely than not that it will utilize the net operating loss carry
          forwards  in  future  years.

          The  Company  has  net  operating  losses of $109,000 to offset future
          years  taxable  income.  These  losses  expire  in  2015  and  2016.

     (h)  Basic  and  Diluted  Net  Income  (Loss)  per  Share

          The  Company  computes  net income (loss) per share in accordance with
          SFAS  No.  128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires
          presentation  of both basic an diluted earnings per share (EPS) on the
          face  of  the  income statement. Basic EPS is computed by dividing net
          income  (loss)  available  to  common  shareholders (numerator) by the
          weighted  average  number  of  common shares outstanding (denominator)
          during  the period. Diluted EPS gives effect to all dilutive potential
          common  shares  outstanding during the period including stock options,
          using  the  treasury  stock  method,  and convertible preferred stock,
          using  the  if-converted method. In computing Diluted EPS, the average
          stock price for the period is used in determining the number of shares
          assumed  to  be  purchased  from  the  exercise  of  stock  options or
          warrants. Diluted EPS excludes all dilutive potential common shares if
          their  effect  is  anti  dilutive.

     (i)  Use  of  Estimates

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


                                      F-8
<PAGE>
Dynamic Ventures Inc.
(A  Development  Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


3.   License

     The  Company's  only  asset  is a license acquired from Vitamineralherb.com
     Corp. The grantor to market vitamins, minerals, nutritional supplements and
     other  health  and  fitness  products  through  the Grantor's Web Site. The
     Company  will  market  and sell via the Internet, 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  in Nevada and Utah. The license was acquired on April
     10,  2000  for  a  term  of  three years. The license will be automatically
     renewed  unless  the  Company  or the Grantor gives the other notice not to
     renew.  The  minimum  order  quantity  is  100  bottles per formulation for
     standard  products  and  5,000 units for customer formulas. The Grantor has
     agreed  to provide certain business administrative services to the Company,
     including  product  development,  store  inventory,  Web  Site creation and
     maintenance  of an order fulfilment system, thereby enabling the Company to
     focus  strictly  on marketing and sales. Some services, such as development
     of  the  Web  Site and the order fulfilment system, will be provided by the
     Grantor,  while  others,  such  as product development and store inventory,
     will  be  provided  by the product supplier. The Grantor sets the price for
     products  based  on  the  manufacturer's  price,  plus  a mark up which the
     Grantor  and  the  Company share equally. The Company pays an annual fee of
     $500  for  maintenance  of  the  Grantor's  Web  Site  commencing  on  the
     anniversary  date  of  April  10th  of  each  year.

     See  Note  5  for  consideration  paid  for  the  license.

     The  License  has  been  written-off  to  operations  due  to  the  lack of
     historical  cash  flow  and  lack  of  a  market  to  resell  the  license.

4.   Notes  Payable

     The  Company  received  $100,000 from a company controlled by the President
     pursuant  to  a  note  payable  secured  by all corporate property, bearing
     interest  at  12% and due on January 29, 2002. Two notes, totalling $15,000
     were  repaid  during  the  first  quarter  ended  March  31,  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.

     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  $19,000 (2000 - $9,000) in consulting fees to a Company
     controlled  by  the  President  of  the  Company.

     The  Company  accrued  $11,000 of interest owing on the note payable to the
     President  of  the  Company.


                                      F-9
<PAGE>