U.S. Securities and Exchange Commission
                        Washington, DC 20549

                           FORM 10 K SB/A

   [ X ] ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES
                              EXCHANGE
                             ACT OF 1934

               For the fiscal year ended June 30, 2002

                     Commission File No. 0-32281

                       OYSTER CREEK GROUP INC.

  Nevada                                     98-0219157
     (State or other jurisdiction of       (IRS Employer
     incorporation or organization)     Identification Number)

                      5577 CR 203, Liverpool TX           77577
               (Address of principal executive office)  (Zip code)

           Issuer's telephone number:      (281) 331-5580

Securities registered under Section 12(b) of the Exchange Act:   NONE

Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registration 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 10K SB or any amendment to this
Form 10K SB. [ X ]

State issuer's revenues for its most current fiscal year.     $-0-

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a
specific date within the past 60 days.  As of JUNE 30, 2002:   $0.02

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after
distribution of securities under a plan confirmed by a court.
Yes______    No______ Not applicable.

The number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  4,500,000 SHARES
COMMON STOCK

This Form 10K SB consists of 21 pages.
                          TABLE OF CONTENTS

                      FORM 10K SB ANNUAL REPORT

                       OYSTER CREEK GROUP INC.

Page
PART I

Item   1  Description of Business ...................................1

Item   2       Description of
          Property...................................................4
Item   3       Legal
          Proceedings................................................4
Item   4       Submission of Matters to a Vote of Security
          Shareholders...............................................5

PART II

Item   5       Market for the Registrant's Common Equity and
               related Stockholder Matters...........................6
Item   6       Management's Discussion and Analysis of
          Financial Condition and Results of Operations..............6
Item   7       Financial
          Statements.................................................7
Item   8       Changes in and Disagreements on Accounting
          and Financial Disclosure..................................16

PART III

Item   9       Directors, Executive Officers, Promoters and Control
               persons, Compliance with Section 16(a) of the Exchange Act..16
Item 10        Executive Compensation......................................17
Item 11        Security Ownership of Certain Beneficial Owners and
               Management..................................................17
Item 12        Certain Relationships and Related Transactions..............18
Item 13        Exhibits and Reports on Form 8-K............................18

Signatures.................................................................19




PART I

          ITEM 1.  DESCRIPTION OF BUSINESS.

General Description of Registrant

The Company was incorporated under the laws of the State of Nevada on
August  19,  1999, and is in the early developmental and  promotional
stages.    To   date,  the  Company's  only  activities   have   been
organizational,  directed at acquiring its principal  asset,  raising
its  initial  capital and developing its business plan.  The  Company
has  not  commenced commercial operations.  The Company has  no  full
time employees and owns no real estate.

On August 20, 1999 Oyster Creek received from David R. Mortenson &
Associates, a Texas General Partnership, the rights to distribute and
produce, in the state of Michigan, an oxygen enriched water product
for fish farming, aquaculture, mariculture, poultry raising, and for
treating animal waste from dairies, feedlots of all kinds, and for
other similar uses.  These production and distribution rights were
received from Mortenson in exchange for 2,000,000 shares of common
stock.  Mortenson acquired these rights from the inventors of the
product, N. W. Technologies, Inc. under a distribution agreement.
Several months later the contract granting David R. Mortenson &
Associates rights to the technology was withdrawn.  Mortenson sued
N.W. Technologies Inc. in Harris County Court, Houston Texas.

To compensate for the possibility that we could lose our principal
asset and the obvious delay that this dispute and court action has
caused, David R. Mortenson & Associates has agreed to suspend all
financial requirements that are due or will be due in the future
until the dispute with NW is resolved.  They have also agreed to
grant an alternative license to Oyster Creek Group Inc. for the
distribution of vitamin and herbal supplements for the states of
Arkansas and Tennessee.  This license will enable us to create a
business plan and start the process of getting into business.

The License.
Oyster Creek 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.   All of these
individuals and organizations will order their products via the
Internet for sale to their clients. The license will be automatically
renewed unless Oyster Creek  or VitaMineralHerb.com gives the other
notice of its intent not to renew.

As a licensee of VitaMineralHerb.com, Oyster Creek eliminates the
need to develop products, store inventory, build and maintain a
website, establish banking liaisons, and develop a fulfillment
system, thereby enabling us to focus strictly on marketing and sales.
Oyster Creek plans to target health and fitness professionals in
Tennessee and Arkansas who wish to offer health and fitness products
to their customers.

Oyster Creek  (and its customers) will have access to all products
offered on the VitaMineralHerb.com 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 markup which provides a 10% commission
to VitaMineralHerb.com and a profit for Oyster Creek

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 $434 million in the year 2003, up from $1 million in 1998.
Oyster Creek believes that several factors are driving this growth,
including a rapidly growing segment of the population that is
concerned with aging and disease.  There is also 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.

The electronic commerce industry is new, rapidly evolving and
intensely competitive, and Oyster Creek 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.

Our 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 our potential competitors have longer operating histories,
larger customer or user base, greater brand recognition and
significantly greater financial, marketing and other resources than
we have.  Even if we sell all of the 1,000,000 common shares being
offered by us in this offering, we would only have a maximum of
$50,000 in working capital and therefore would probably continue at a
competitive advantage with respect to established companies.  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 have aggressive pricing policies
and devote substantially more resources to website and systems
development than Oyster Creek does. Increased competition may result
in reduced operating margins and loss of market share.

We believe that the principal competitive factors in its market are:

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

We believe that we can compete favorably on these points.  However,
we will have no control over how successful our competitors are in
addressing these factors. In addition Oyster Creek online competitors
can duplicate many of the products or services offered on the
VitaMineralHerb.com site.

We believe 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 attracted to the name brands, but
  find the products too expensive.
-    the multilevel structure of some marketing organizations
  mandates high prices.

As a result we believe there is significant unmet demand for a
shopping channel like that of VitaMineralHerb.com 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.

We hope to attract and retain consumers through the following key
attributes of our business:

-    Broad Expandable Product Assortment.  Oyster Creek 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 Oyster Creek's affiliation with
  VitaMineralHerb.com and other licensees.   Having no inventory,
  warehouse space and the need for limited administration will also
  make our prices lower. All products are shipped from Alta Natural
  herbs & Supplements Ltd. inventory.
-    Accessibility to Customized Products. At minimal cost, health
  and fitness practitioners may offer their customers customized
  products.
-    Access to Personalized Programs. Health or fitness professional
  can tailor vitamin and dietary supplement regimes to their clients.

Regulatory Environment

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Oyster Creek sells will 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
affect 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 non-compliant, the
seizure of such products and criminal prosecution.

The Food and Drug Administration has indicated that claims or
statements made on a company's website about dietary supplements may
constitute "labeling" and thus be subject to regulation by the Food
and Drug Administration. With respect to labeling, the Dietary
Supplement Health and Education Act amends, for dietary supplements,
the Nutrition Labeling and Education Act by providing that
"statements of nutritional support" also referred to as
"structure/function claims" may be used in dietary supplement
labeling without Food and Drug Administration pre-approval, provided
certain requirements are met.

These statements may describe how particular dietary ingredients
affect the structure or function of the body, or how a dietary
ingredient may affect body structure or function, but may not state a
drug claim.  Here is an example: 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 VitaMineralHerb.com 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
our 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
some statements or products from its site or modify these statements,
names or labels, in order to comply with Food and Drug Administration
regulations. Such changes could interfere with Oyster Creek marketing
of products and could cause us to incur significant additional
expenses such as for repackaging and reformulation.

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 we cannot assure you that all pieces of "third
party literature" that may be put out in connection with the products
Oyster Creek offers for sale will be determined to be lawful by the
Food and Drug Administration. Any such failure could make that
product an unapproved drug or a "misbranded" product, and may be
exposing us to enforcement action by the Food and Drug
Administration.  This could require the removal of the non-compliant
literature from the VitaMineralHerb.com website or the modification
of Oyster Creek selling methods.  This could interfere with the
marketing of that product and cause 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 that 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 risks are the
limits on claims implying some benefit or relationship with a disease
or related condition and the application of the physical separation
requirement for "third party literature" as applied to Internet
sales.

In addition to the regulatory situation 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 it 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.

Oyster Creek cannot predict the nature of any future laws,
regulations, interpretations or applications, nor can it say what
effect additional governmental regulations or administrative orders
would have on its business in the future. Although the regulation of
dietary supplements is less restrictive than that of drugs and food
additives, we cannot be sure that the current laws and regulations
concerning dietary supplements will remain less restrictive.

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Oyster Creek sells may also 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.


Regulation of the Internet.

In general, existing laws and regulations apply to the Internet.  The
exact manner in which these laws and regulations affect the Internet
is sometimes uncertain.  Most of these laws were adopted prior to the
Internet and do not address the unique issues of the Internet or
electronic commerce.

Numerous federal and state government agencies have already
demonstrated significant activity in promoting consumer protection on
the Internet.  Due to the increasing use of the Internet as a medium
for commerce and communication, it is possible that new laws and
regulations could be passed.  These new laws and regulations could
cover issues such as user privacy, freedom of expression,
advertising, pricing, content and quality of products and services,
taxation, intellectual property rights and information security. The
adoption of such laws or regulations and the way existing laws and
regulations apply to the Internet may slow the growth of Internet use
and result in a decline in Oyster Creek 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 some 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.  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 affect growth and have a
negative affect on our business.

Employees

Oyster Creek is a development stage company and currently has no
employees. Oyster Creek is currently managed by Robert Foo and Samuel
Lau, its officers and directors. We look to  them for their
management and financial skills and talents.  Management plans to use
consultants, attorneys and accountants as necessary and does not plan
to engage any full-time employees in the near future other than sales
people to set up accounts.


ITEM 2.  DESCRIPTION OF PROPERTY

An officer of the Registrant provides office facilities at 5577 CR
203, Liverpool, TX 77577.  There is no charge for the use of these
facilities.  The Company maintains no other office and owns no real
estate.

ITEM 3.  LEGAL PROCEEDINGS

There are no legal proceedings in which the Company is involved.

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

There have been no matters submitted to a vote of the security
holders during the fourth quarter of the fiscal year ended June 30,
2002.


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Oyster Creek Group Inc. is a development stage company that is still
in the beginning stages of implementing its business plan.  No market
currently exists for the common stock.  Upon completion of all or
part of the offering of common shares contained in the registration
statement currently underway, it is the intention of the Company  to
apply for a trading symbol and a listing to have its shares quoted on
the Over-the-Counter Bulletin Board.  There can be no assurance that
any part of this offering will be subscribed to and if all or part of
the offering is subscribed to, that the request of Oyster Creek Group
Inc. to have the price of its stock quoted on the Over-the-Counter
Bulletin Board will be granted.

Oyster Creek Group Inc. has paid no dividends to date and management
does not anticipate the declaring of dividends in the foreseeable
future.

On August 19, 1999, Oyster Creek issued 2,500,000 shares of common
stock to J. P. Beehner and Dorothy Mortenson, our officers and
directors, as founders' shares in return for the time, effort and
expenditures to organize and form the corporation.  These shares were
issued pursuant to Section 4(2) of the Securities Act of 1933.  On
August 20, 1999 Oyster Creek issued 200,000 shares of common stock
each to ten individuals: David R. Mortenson, Roy Donovan Hinton, Jr.,
Marie M. Charles, George R. Quan, Joshua D. Smetzer, William J.
Pierson, Gail Gessert, Gregory L. Bauska, Russell Linnell, and Joshua
J. Mortenson  - for a total of 2,000,000 shares in return for the
water treatment rights for that portion of the state of Florida lying
south of State Highway 70 and the development of the business plan.
These shares were issued pursuant to Section 4(2) of the Securities
Act of 1933.  All of the shares described in this paragraph were
issued to a small number of sophisticated or accredited investors who
were active in our business and had thorough knowledge concerning us.
All issued shares bear a restrictive legend and were sold pursuant to
a letter of intent.

Rule 144 Shares

Of  the  shares  issued  and described above,  2,045,000  shares  are
available to be sold to the public in accordance with the volume  and
trading  limitations of Rule 144.  In general,  under  Rule  144,  as
currently in effect, a person who has beneficially owned shares of  a
company's  common  stock for at least one year is  entitled  to  sell
within any three month period a number of shares that does not exceed
the greater of:

1.   1%  of  the number of shares of the company's common stock  then
     outstanding which, in our case, will equal approximately  45,000
     shares as of the date of this report; or

2.   the  average weekly trading volume of the company's common stock
     during  the four calendar weeks preceding the filing of a notice
     on form 144 with respect to the sale.

Sales  under  Rule 144 are also subject to manner of sale  provisions
and  notice  requirements and to the availability of  current  public
information about the company.

Under  Rule  144(k),  a  person  who is  not  one  of  the  company's
affiliates at any time during the three months preceding a sale,  and
who  has  beneficially owned the shares proposed to be  sold  for  at
least  two  years, is entitled to sell shares without complying  with
the  manner of sale, public information, volume limitation or  notice
provisions of Rule 144.

As  of  the date of this report, persons who are our affiliates  hold
45,000 of the 2,045,000 shares that may be sold pursuant to Rule 144.


     ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.

Liquidity and Capital Resources.

     The Company remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital
resources or stockholders' equity other than the receipt of net cash
proceeds in the amount of $4,575 from its inside capitalization funds
and a $6,750 loan from a related party.  Consequently, the Company's
balance sheet for the years ended June 30, 2002 and 2001 and for the
period of August 18, 1999 (inception) through June 30, 2002 reflects
current assets of  $ 0.00 in the form of cash, and total assets of $
0.00.

     The Company will carry out its plan of business as discussed above.
The Company cannot predict to what extent its liquidity and capital
resources will be diminished prior to the consummation of a business
combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity which the Company
may eventually acquire.

Results of Operations

     During the period from August 19, 1999 (inception) through June 30,
2002 the Company has engaged in no significant operations other than
organizational activities, acquisition of it principal assets and
preparation for registration of its securities under the Securities
Exchange Act of 1934, as amended.  No revenues were received by the
Company during this period.

     For the current fiscal year, the Company anticipates incurring a loss
as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with setting up a company structure to begin implementing
the Company's business plan.  The Company anticipates that until
these procedures are completed, it will not generate revenues other
than interest income, and may continue to operate at a loss
thereafter, depending upon the performance of the business.

     Need for Additional Financing.

If sufficient capital is not available to accomplish those things we
will have to obtain additional financing through an additional
offering, private or public, bank borrowing or through capital
contributions by current shareholders.  No commitments to provide
additional funds have been made by management or shareholders.  You
cannot be sure that any additional funds will be available on terms
acceptable to Oyster Creek Group Inc. or at all.   We expect to begin
earning revenues shortly after a sales force is in place but there
can be no assurance of this.


ITEM 7.  FINANCIAL STATEMENTS

Audited financial statements for the years ended June 30, 2002 and
2001 and for the period August 19, 1999 (Inception)through  June 30,
2002  follow.
                       OYSTER CREEK GROUP INC.

                  (A DEVELOPMENT STAGE ENTERPRISE)















                            AUDIT REPORT

                            JUNE 30, 2002

















                      Janet Loss, C.P.A., P.C.
                     Certified Public Accountant
                 1780 S. Bellaire Street, Suite 500
                       Denver, Colorado 80222
                       OYSTER CREEK GROUP INC.
                  (A DEVELOPMENT STAGE ENTERPRISE)

     INDEX TO FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS


                          TABLE OF CONTENTS


ITEM                                                                  PAGE

Report of Certified Public Accountant..................................   8

Balance Sheets, June 30, 2002 and 2001..................................  9

Statements of Operations, for the years ended June 30, 2002 and 2001
And for the period August 19, 1999 (Inception) Through June 30, 2002.....10

Statement of Stockholders' Equity (Deficit), August 19, 1999
(Inception) Through June 30,2002........................................ 11

Statements of Cash Flows for the years ended June 30, 2002 and 2001
And the period From August 19, 1999 (Inception) to June 30, 2002........ 12
Through December 31, 2000 ................................
Notes to Financial Statements..... ..................................... 13

                      Janet Loss, C.P.A., P.C.
                     Certified Public Accountant
                 1780 S. Bellaire Street, Suite 500
                       Denver, Colorado 80210
                           (303) 782-0878

                     INDEPENDENT AUDITORS REPORT

Board of Directors
Oyster Creek Group Inc.
5577 C.R. 203
Liverpool, Texas 77577

Sirs:

I have audited the accompanying Balance Sheets of Oyster Creek Group
Inc. (A Development Stage Enterprise) as at June 30, 2002 and 2001
and the Statements of Operations and Cash Flows for the years ending
June 30, 2002 and 2001 and for the period from August 19, 1999
(inception through June 30, 2002 and the Statement of Stockholders'
Equity for the period August 19, 1999 (Inception) through June 30,
2002.  These financial statements are the responsibility of the
Company's management.  My responsibility is to express an opinion on
these financial statements based on my audits.

My examination was made in accordance with generally accepted
auditing standards.  Those standards require that I plan and perform
the audits to obtain reasonable assurance as to 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.  I believe that my audit provides a
reasonable basis for our opinion.

In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Oyster
Creek Group Inc. as of June 30, 2002 and 2001; the results of its
operations and changes in its cash flows for the years ended 2002 and
2001 and for the period from August 19, 1999 through June 30, 2002
and the Statement of Stockholders' Equity for the period from August
19, 1999 (Inception) through June 30, 2002 in conformity with
generally accepted accounting principles.


/S/ Janet Loss, C.P.A.
Janet Loss, C.P.A., P.C.

September 3, 2002




                       OYSTER CREEK GROUP INC.
                  (A DEVELOPMENT STATE ENTERPRISE)

             BALANCE SHEETS AS AT JUNE 30, 2002 AND 2001


                               ASSETS


                                              JUNE 30, 2002     JUNE 30, 2001

CURRENT ASSETS                              $           0      $           0

TOTAL CURRENT ASSETS                                    0                  0

TOTAL ASSETS                                $           0      $           0


                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     DUE TO RELATED PARTY                           6,750              1,200

TOTAL CURRENT LIABILITIES                           6,750              1,200

STOCKHOLDERS' EQUITY
     COMMON STOCK $0.001 PAR VALUE
     25,000,000 AUTHORIZED, 6,500,000 ISSUED
     AND OUTSTANDING                                4,500              4,500
     ADDITIONAL PAID-IN CAPITAL                        75                 75
     DEEMED DIVIDEND RE:
       LICENSE RIGHTS                              (2,000)            (2,000)
     DEFICIT ACCUMULATED
     DURING THE DEVELOPMENT STAGE                  (9,325)        (    3,775)

TOTAL STOCKHOLDERS' EQUITY                       (  6,750)        (    1,200)

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                            $       0         $        0





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                             STATEMENTS
                       OYSTER CREEK GROUP INC.
                  (A DEVELOPMENT STAGE ENTERPRISE)

     STATEMENTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2002
       AND 2001 AND FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                        THROUGH JUNE 30, 2002


                                                       INCEPTION
                                                       THROUGH
                              JUNE 30, 2002    JUNE 30, 2001     JUNE 30, 2002


REVENUES                        $  0            $     0            $     0

OPERATING EXPENSES
  LEGAL AND PROFESSIONAL FEES    4,300                0              7,665
  OFFICE EXPENSES                1,250                0              1,660

TOTAL OPERATING EXPENSES         5,550                0              9,325

NET LOSS FOR THE PERIOD     $  ( 5,550)  $  (         0)          $ (9,325)

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING         4,500,000          4,500,000         4,500,000

NET LOSS PER SHARE         $ (     0.00)         $ (  0.00)        $ (  0.00)





   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                             STATEMENTS
                       OYSTER CREEK GROUP INC.
                  (A DEVELOPMENT STAGE ENTERPRISE)

                  STATEMENT OF STOCKHOLDER'S EQUITY
             FOR THE PERIOD AUGUST 19, 1999 (INCEPTION)
                        THROUGH JUNE 30, 2002


                                                  DEFICIT
                   COMMON STOCKS      ADDITIONAL
                                                  ACCUMULATED
                NUMBER OF  AMOUNT OF  PAID-IN     DURING THE    TOTAL
                SHARES     SHARES     CAPITAL     DEVELOPMENT   STOCKHOLDERS
                                                  STAGE         EQUITY
COMMON STOCK
ISSUED
FOR CASH,
AUGUST 20,      2,500,000  2,500      75          0             2,575
1999



COMMON STOCK
ISSUED FOR
LICENSE
RIGHTS, AUGUST  2,000,000  2,000       0          0             2,000
20, 1999



DEEMED
DIVIDEND
RE: LICENSE        0          0        0          (2,000)       (2,000)
RIGHTS



NET (LOSS) FOR
THE PERIOD         0          0        0          (3,775)       (3,775)

_______________________________________________________________
BALANCES
JUNE 30,
2001         4,500,000     4,500       75          (5,775)      (1,200)




NET (LOSS)
FOR THE
PERIOD             0         0          0          (5,550)       (5,550)

_____________________________________________________________________

BALANCES
JUNE 30,
2002         4,500,000     4,500        75         (11,325)      (6,750)



   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                             STATEMENTS
                       OYSTER CREEK GROUP INC.
                  (A DEVELOPMENT STAGE ENTERPRISE)

            STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
              JUNE 30, 2002 AND 2001 AND FOR THE PERIOD
          AUGUST 19, 1999 (INCEPTION) THROUGH JUNE 30, 2002


                                                INCEPTION
                                   JUNE 30,2002  JUNE 30,2001  TO JUNE 30,2002
CASH FLOWS FROM (TO) OPERATIONS
  NET LOSS FOR THE PERIOD             (5,550)    (       0)          ( 9,325)
   NET INCREASE IN ACCOUNTS PAYABLE    5,550             0             6,750

TOTAL CASH FLOWS FROM (TO)
OPERATIONS                        (       0)          (  0)           (2,575)

CASH FLOWS FROM (TO)
INVESTMENT ACTIVITIES                      0             0                 0

CASH FLOWS FROM (TO)
FINANCING ACTIVITIES
 ISSUANCE OF COMMON STOCK                  0             0             4,575
  DEEMED DIVIDEND RE: PURCHASE
     OF LICENSE RIGHTS                     0             0            (2,000)

TOTAL CASH FLOWS FROM (TO)
FINANCING ACTIVITIES                       0             0             2,575

NET INCREASE (DECREASE)
IN CASH FOR THE PERIOD                     0             0             0

CASH BEGINNING OF THE PERIOD               0             0             0

CASH END OF THE PERIOD                     0             0             0






   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
                             STATEMENTS
                       OYSTER CREEK GROUP INC.
                   (A DEVELOPMENT STAGE ENTERPRISE)

                    NOTES TO FINANCIAL STATEMENTS


                            JUNE 30, 2002

NOTE I - ORGANIZATION AND HISTORY NOTE I - ORGANIZATION AND HISTORY

The  Company is a Nevada Corporation and the Company has been in  the
development stage since its formation on August 19, 1999.

The  Company's only activities have been organizational, directed  at
acquiring  its  principle  assets, raising its  initial  capital  and
developing its business plan.

NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESNOTE II B SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES

DEVELOPMENT STAGE ACTIVITIES
DEVELOPMENT STAGE ACTIVITIES
The Company has been in the development stage since inception.

ACCOUNTING METHOD

The Company records income and expenses on the accrual method.

CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash  on
hand,  cash on deposit, and highly liquid investments with maturities
generally of three months or less.  At June 30, 2002, there  were  no
cash equivalents.


YEAR END
The Company has elected to have a fiscal year ended June 30th.

USE OF ESTIMATES

The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates
and assumptions that effect the reported amounts of assets and
liabilities at the date of financial statements, as well as revenues
and expenses reported for the periods presented.  The Company
regularly assesses these estimates and, while actual results may
differ management believes that the estimates are reasonable.

NOTE III - RELATED PARTY TRANSACTIONS
Dorothy Mortenson is the wife of David R. Mortenson. David R.
Mortenson is a principal in both David R. Mortenson and Associates
and VitaMineralHerb.com.  The Company has entered into an agreement
made effective August 21, 1999 with David R. Mortenson & Associates
(Grantor) to receive the rights to distribute the water treatment
products developed by NW Technologies, Inc. for the State of Maryland
and the District of Columbia.  Minimum purchase requirements were
$125,000 the first year and $175,000 the second year.

On August 23, 1999 the Company filed a Form D pursuant to section
3(b) of the Securities Act of 1933 and Rule 504 promulgated
thereunder with the Securities and Exchange Commission registering
the issuance of 200,000 shares of common stock to each of the ten
general partners of David R. Mortenson and Associates, a Texas
general Partnership.  The shares were issued at a price of $0.001 per
share being the par value per share for a total of $2,000 in exchange
for the water remediation license. The water remediation license is
recorded a cost of $0, being the original cost of the license to
David R. Mortenson and Associates.  The difference between the issue
price of the shares and the cost of the license is recorded as a
deemed dividend.

NOTE IV - SUBSEQUENT  EVENTS

In December, 1999 N.W. Technologies, Inc. unilaterally cancelled its
contract with David Mortenson & Associates.  Early in the year 2000
David Mortenson & Associates laid suit against N.W. Technologies,
Inc. in Harris County Court, Texas.

In the opinion of management, the Company has no direct or indirect
interest in the Texas lawsuit

In a letter dated January 5, 2000 David Mortenson & Associates
suspended all present and future payments under the License Agreement
until their dispute with N.W. Technologies is resolved.

Due to the dispute regarding the water remediation license, David R.
Mortenson and Associates gave an additional license to the Company on
February 14, 2000.  The license is to distribute vitamins, minerals,
herbs and other health products and supplements via the Internet.
The license calls for a 10% add-on for all products purchased and an
annual $500 website maintenance fee.  The effective date of the
License Agreement was February 14, 2000.  The license is for an
initial three years from the effective date and is automatically
renewable unless either party to the license agreement gives ninety
days written notice of non-renewal prior to expiration date.  No
amounts have been recorded in these financial statements regarding
the granting of the license.

In September 2001 David Mortenson and Associates reached an out-of-
court settlement with N.W. Technologies.  Terms of the settlement
were not disclosed.


ITEM 8.  CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURES

There  have  been  no  changes or disagreements  with  the  Company's
independent outside auditor.

Part III

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

The  Directors  and  Executive Officers  of  the  registrant  are  as
follows:

      Name                 Age            Position
Period of Service

J.P.  Beehner              52         President        President  and
                                                       director since
                                                       August 18,  1999
                                                       (Inception)

Dorothy P. Mortenson       50         Secretary        Secretary and
                                                       Director since
                                                       August 19, 1999
                                                       (inception).

The above directors will serve until the next annual meeting of
the  shareholders and until their successors have been  elected  and
have  qualified.   There  is  no  family  relationship  between  any
executive officer and director of the Company.

ITEM 10.  EXECUTIVE COMPENSATION

During the year ended June 30, 2002, the officers of the Company
received  no  salary or benefits.  At the present time  none  of  the
officers  or directors receives any salaried compensation  for  their
services. The Company has no formal policy or plan regarding  payment
of  salaries, but should it pay them, it would be in conformance with
general  business considerations as to the payment of same,  such  as
the  desire  to compensate officers and employees for time  spent  on
behalf of the Company.

No retirement, pension, profit sharing, stock option or
insurance  programs  or similar programs have  been  adopted  by  the
Registrant for the benefit of its employees.

No executive officer or director of the Company holds any option
to purchase any of the Company's securities.

ITEM      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
              OWNERS AND MANAGEMENT


  (a)            Security ownership of certain beneficial owners

The following table sets forth information, as of June 30,
2002;  persons known to the Company as being the beneficial owner of
over 5% of the Company's Common Stock.

                                  Number of            Percent of
    Name and Address              Shares Owned         Class Owned

     J.P. Beehner                  1,250,000           27.78
     PO Box 237
     Alvin, TX 77512-2370

     Dorothy  Mortenson
     PO Box 5034
     Alvin, TX 77512-5034          1,250,000           27.78

     David R. Mortenson*             200,000           04.45

     All directors and executive
  Officers as a group (2 persons)  2,700,000           60.01

  *Mr. Mortenson is the husband of Dorothy A. Mortenson. Mr.
  Mortenson Holds 200,000 shares of Common Stock representing 4.45%
  of the total shares issued and outstanding.  His holdings should
  be considered to be beneficially owned by his wife.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          None

ITEM 13.  EXHIBITS AND REPORTS FOR FORM 8-K

          NA

SIGNATURES

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

         By:    /S/   J.P. Beehner         Date:  September 5, 2002
      J.P. Beehner, Director and President

ATTEST:   /S/ Dorothy Mortenson            Date:  September 5, 2002
      Dorothy Mortenson, Director and Secretary