UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

                          FORM 10K-SB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                     EXCHANGE ACT OF 1934
            For the fiscal year ended June 30, 2001

               Commission file Number: 000-32803

                  Savannah River Group, Inc.
        (Name of small business issuer in its charter)

     Nevada                                  76-0616474
(State of Incorporation)           (I.R.S. Employer Identification Number)

                   688 West Hastings Street
                           Suite 910
          Vancouver, British Columbia Canada V6B 1P1
           (Address of principal executive offices)

                        (604) 632-3820
                  (Issuer's telephone number)

  Securities registered pursuant to Section 12(b) of the Act:
                             None

  Securities registered pursuant to Section 12(g) of the Act:
                Common Stock ($0.001 par value)
                       (Title of class)

Check whether the issuer (1) filed all reports 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 registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes___ No   x  .

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

The issuer's revenues for the Fiscal Year ended June 30, 2001
were $0.00($Nil).

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. N/A

As of April 5, 2002, there were 4,500,000 shares of the
issuer's common stock ($0.001 par value) outstanding.

Transitional Small Business Disclosure Format (check one)
Yes___ No  x  .




                       TABLE OF CONTENTS

PART I

Item 1:     Description of Business                 3

Item 2:     Description of Property                12

Item 3:     Legal proceedings                      12

Item 4:  Submission of Matters to a Vote of
         Security Holders                          13


PART II

Item 5:  Market for Common Equity and Related
         Stockholder Matters                       14

Item 6:    Management's Discussion and Analysis    14

Item 7:    Financial Statements
15

Item 8:    Changes In and Disagreements With
           Accountants                             15

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
16

Item 11:Security Ownership of Certain Beneficial Owners and
Management                                                        17

Item 12:  Certain Relationships and Related Transactions          17

Item 13:Exhibits (Financial Statements attached as Exhibit A)     F1

                              PART I

ITEM 1:   DESCRIPTION OF BUSINESS

  Savannah River Group, Inc. was incorporated under the laws of
the State of Nevada on August 19, 1999, and is in its early
developmental and promotional stages.  To date, Savannah River
Group, Inc.'s only activities have been organizational, directed
at acquiring its principal asset, raising its initial capital and
developing its business plan.  Savannah River Group, Inc. has not
commenced commercial operations.  Savannah River Group, Inc. has
no full time employees and owns no real estate.  Savannah River
Group, Inc.'s business plan is the marketing of
Vitamineralherb.com products to specific markets in the state of
Georgia.  Savannah River Group, Inc. intends to market high-
quality, low-cost 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.

Acquisition of the license

On February 14, 2000, Savannah River Group, Inc. acquired a sub-
license agreement with David R. Mortenson & Associates.  The
License Agreement grants an exclusive right to distribute
Vitamineralherb.com products to health and fitness professionals
in the state of Georgia via the Internet. Savannah River Group,
Inc. acquired the license under the terms of a settlement
agreement by and between Savannah River Group, Inc. and Mortenson
& Associates. Mortenson & Associates had granted Savannah River
Group, Inc. 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 sub-license
Biocatalyst to Savannah River Group, Inc. from NW Technologies
Inc.  As a result of a legal dispute between David R. Mortenson,
Mortenson & Associates and NW Technologies, Mortenson & Associates
was unable to fulfill its obligations to Savannah River Group,
Inc. under the license.  Northwest Technologies, Inc. informed
Mortenson & Associates that it was canceling all rights under its
license agreement with Mortenson & Associates.  Mortenson &
Associates may decide to pursue litigation against Northwest
Technologies, Inc.  Under the terms of the settlement agreement,
Mortenson & Associates, granted to Savannah River Group, Inc. the
license to distribute Vitamineralherb.com products in part for its
agreement not to pursue its claims against Mortenson & Associates.
Savannah River Group, Inc. paid a total consideration of $2,000.00
for the original "Biocatalyst" license.  The $2,000.00 was paid in
the form of 2 million shares of Savannah River Group, Inc. stock,
which was issued to the 10 members of Mortenson & Associates at
20000 shares each.  Savannah River Group, Inc. paid no additional
consideration for the Vitamineralherb.com license.
Vitamineralherb.com has granted a total of 43 licenses in the
United States, Canada and England.

The license

Savannah River Group, Inc. 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.  Savannah
River Group, Inc.'s territory is the state of Georgia.  The
license will be automatically renewed unless Savannah River Group,
Inc. or Vitamineralherb.com gives the other notice of its intent
not to renew.

   Vitamineralherb.com has agreed to provide certain business
administrative services to Savannah River Group, Inc., including
product development, store inventory, website creation and
maintenance, establishment of banking liaisons, and development
and maintenance of an order fulfillment system, thereby enabling
Savannah River Group, Inc. to focus strictly on marketing and
sales.  Vitamineralherb.com's website is operational and it is
able to accept payment by check, money order, wire transfer or
credit card (Visa and Master Card).  Vitamineralherb.com's website
address is: www.vitamineralherb.com. Vitamineralherb.com has a
third party clearing bank that clears Visa and MasterCard payments
and immediately forwards the payments to Vitamineralherb.com's
bank.  Some services, such as development of the website and the
order fulfillment system will be provided by Vitamineralherb.com,
while others, such as product development and store inventory,
will be provided by the product supplier.  Vitamineralherb.com
sets the price for products based on the manufacturer's price,
plus a mark up which provides a 10% commission to
Vitamineralherb.com and a profit to Savannah River Group, Inc.

   Savannah River Group, Inc. and its customers will also be able
to request quotes for and order custom-formulated and custom-
labeled products via the website.  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,
Savannah River Group, Inc.'s 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.  It is anticipated that the customer will pay for the
purchase with a credit card, electronic check ("e-check"), or
debit card.  All products will be 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 International Formulation and Manufacturing.
Vitamineralherb.com then forwards the money due Savannah River
Group, Inc. via electronic funds transfer, Vitamineralherb's
software tracks all sales through the customer's identification
number, and at month end, e-mails to Savannah River Group, Inc.
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 the state of Georgia will automatically be
assigned to Savannah River Group, Inc.

Background on the manufacturer and distributor

  On June 9, 1999, Vitamineralherb.com entered into a
manufacturing agreement with International Formulation and
Manufacturing, Inc., a nutraceuticals manufacturing firm, located
in San Diego, California, USA. International Formulation and
Manufacturing was recently acquired by Ives Formulation Company
and is a contract manufacturer of vitamin, mineral, nutritional
supplement, and alternative health products for various marketing
organizations.  In addition to a line of standard products, Ives
Formulation is able to manufacture custom blended products for
customers. Ives Formulation Company also has the capability to
supply privately labeled products for Savannah River Group, Inc.'s
customers at a minimal added cost. Ives Formulation Company is a
wholly-owned subsidiary of Ives Health Company, Inc. a public
company traded on the NASD Bulletin Board under the symbol "IVER".
Ives Formulation was acquired by Ives Health in 2000.

  The  following  financial information is based on Ives  Health's
Form  10-QSB  for  the period ended September 2000.   Ives  Health
Company is a manufacturing firm that owns the formula to a line of
high  quality,  all  natural health products which  are  currently
distributed  through pharmacies in 43 states.  Ives  Health  began
operations  in  1992.   Ives  Health's  current  management   team
includes  :  M. Keith Ives, President and Founder: Mick  Harrison,
Chief   Executive  Officer:  Joetta  J.  Hughes,  Chief  Operating
Officer:   Patrick  H.  Storms,  President/NutraRight:  and   Bill
Johnson,  Senior  Vice President/NutraRight.  For  the  six  month
period  ending  September 30, 2000, Ives Health posted  comparable
sales to the same period in calendar year 1999.  The net sales for
the  six  month period ending September 30, 2000, was $457,536.00.
Earnings   for  the  quarter  ending  September  30,   2000   were
($869,033.00) as compared to ($204,977.00) for the same period  in
1999.  Ives  stated  that  earnings were  lower  due  to  cost  of
supporting  Ives Formulation Company and NutraRight International,
Inc.  For the quarter ending September 30, 2000 gross profits were
$264,061.00 which was a 15% increase for the same quarter in 1999.
The  cost  of sales decreased during the quarter ending  September
30,  2000 to 42.3% of sales compared to the same period for  1999,
which was 49.6% of sales. Operating expense ratios as compared  to
sales  were significantly higher for the quarter ending  September
30,  2000  as  compared of the same period  in  1999  due  to  the
continued  operation of Ives Formulation Company without  adequate
business  to  support  it, and associated startup  costs  and  the
operation of NutraRight International, which has not yet generated
revenues.   Ives Formulation recorded a net loss of  ($265,931.00)
for operations through September 30, 2000.

  Vitamineralherb.com was incorporated as a Nevada corporation on
April 2, 1999, for the main purpose of creating a virtual store
that would provide customers the convenience of purchasing health-
related products from any location for direct shipment to a home
or business through the Internet.  It is a private company and is
not registered with the SEC.  Its business is to market high-
quality, low-cost vitamins, herbs and health supplements to health
and fitness professionals that they then resell to their patients
and clients.  Vitamineralherb.com does not sell directly to the
general public.  Its website is fully functional at ww-
w.vitamineralherb.com, and is receiving and processing orders from
some of its 43 licensees or clients throughout the United States,
Canada and Europe.  Vitamineralherb.com has no significant sales
or revenue generating activity.  It's President and CEO is Ms.
Judy Taylor.

  On July 5, 2001, Vitamineralherb.com entered into a Letter of
Agreement with Gaia Garden Herbal Dispensary, located in
Vancouver, British Columbia, Canada.  Gaia Garden has agreed to
provide, at a predetermined wholesale price, vitamin and herbal
products to Vitamineralherb.com, its license holders and clients.
Gaia Garden Herbal Dispensary also has the capability to supply
privately-labeled products for Savannah River Group's individual
clients and customers.

Implementation of business plan: Milestones

Savannah River Group, Inc.'s business plan is to determine the
feasibility of selling Vitamineralherb.com products to targeted
markets. Should Savannah River Group, Inc. determine that its
business plan is feasible, it intends to employ salespeople to call
on medical professionals, alternative health 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.  Savannah River Group, Inc. will achieve
implementation of its business plan by meeting the following
milestones:

     Milestone 1:   Market Survey.  Management of Savannah River
     Group, Inc. has retained a company to perform a marketing
     survey of the State of Georgia.  The survey was conducted by
     DealBuzz.com Corp. during the third week of July, 2001.  The
     survey consisted of contacting over 200 chiropractors, health
     and fitness facilities and alternative medical practitioners.
     The results were very encouraging with 55% of the prospective
     customers responding favorably.  The cost of the survey was
     $1,500.00 and was paid for by the President of the company.

     Milestone 2:   Hire Salespeople. Should Savannah River Group,
     Inc. determine that the exploitation of the license is
     feasible, it will then have to engage salespeople to market
     the products.  Savannah River Group, Inc. expects that it may
     hire two salespeople during its first year of operation.  The
     hiring process would include running advertisements in the
     local newspaper and conducting interviews.  It is anticipated
     that hiring the salespeople may take four to eight weeks.
     The cost of recruiting salespeople, not including
     compensation, is estimated at $3,000.00.

     Our plan is to have them initially cover the major cities,
     thereby keeping expenses to a minimum.  The more rural areas
     and smaller towns will be pre-qualified by telephone
     marketing prior to making actual sales calls. We plan to pay
     our sales people with a basic draw against commissions of
     approximately $1,500 per month. The management of Savannah
     River Group, Inc. plans to move forward with the recruitment
     and hiring of an initial sales staff within the next nine
     months.  The company has received no commitment for the funds
     required to accomplish the hiring of a sales staff.

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

     Milestone 4:   Development of Advertising Campaign.  The next
     step would be to develop an advertising campaign, including
     establishing a list of prospects based on potential clients
     identified in the market survey, and designing and printing
     sales materials.  It is anticipated that it would take
     approximately six to ten weeks to develop the advertising
     campaign, although, depending on the availability of
     resources, Savannah River Group, Inc. will attempt to develop
     its advertising campaign concurrently with establishing an
     office.  The cost of developing the campaign is estimated at
     approximately $12,000 per year.


     Milestone 5.   Implementation of Advertising Campaign.  We
     believe that direct mail is the best and most effective
     method of reaching our potential clients/customers.  Since
     we are targeting a fairly narrow segment of the population
     as potential retailers, we believe a well-designed mail
     piece and cover letter with follow up by telephone should be
     adequate to introduce us to our potential clients.  The
     design and production of a mailing piece is estimated at
     $6,000.

     Milestone 6:   Generation of Revenues.  The management of
     Savannah River Group, Inc. believes that a planned, steady
     growth pattern will best serve the company.  By keeping costs
     low and concentrating first on the major population centers,
     we believe that we can generate revenues in a short period of
     time.  We hope that clients would begin placing orders within
     weeks of a sales call, but it may take several months before
     people begin to purchase products.


     No commitment 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 Savannah River Group, Inc.

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 were impacted by 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.  Savannah River Group, Inc. believes that this dramatic growth
presents significant opportunities for online retailers.

The vitamin 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 of the field of medicine and health care products.
According to Juniper Communications, online sales of such products
are expected to be $434 million US in the calendar year 2003, up
from $1 million in 1998.

   The electronic commerce industry is new, rapidly evolving and
intensely competitive, and Savannah River Group, Inc. expects
competition to intensify in the future.  Barriers to entry into
the electronic commerce business are minimal and current or 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
dominant leader.

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
       direct sales organizations, retail drugstore chains, health food
       store merchants, mass market retail chains and various
       manufacturers of alternative health products.

   Many of Savannah River Group, Inc. 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. 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 increase.

   Competitors have and may continue to have aggressive pricing
policies and devote substantially more resources to website and
systems development than Savannah River Group, Inc. does.
Increased competition may result in reduced operating margins and
loss of market share.

Savannah River Group, Inc. 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.

   Savannah River Group, Inc. believes that it can compete
favorably on these factors.  However, we will have no control over
how successful our competitors are in addressing these factors.
In addition, Savannah River Group, Inc's online competitors can
duplicate many of the products or services offered on the
VitaMineralHerb.com site.

Regulatory environment

   The manufacturing, processing, formulating, packaging, labeling
and advertising of the products Savannah River Group, Inc. sells
in Colorado are or may be subject to regulation by the Food & Drug
Administration which administers the Federal Food, Drug, &
Cosmetics Act along with relevant regulation thereto.  Regulated
products include herbal remedies, natural health remedies,
functional foods and nutraceuticals.

  The manufacturing, processing, formulating, packaging, labeling
and advertising of the products Savannah River Group, Inc. 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.

  The Food and Drug Administration, in particular, regulates the
formulation, manufacture, labeling and distribution of foods,
including dietary supplements, cosmetics and over-the-counter
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 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 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 Savannah River Group, Inc. 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 Savannah River Group, Inc.'s 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
Savannah River Group, Inc.'s marketing or 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 Savannah River Group, Inc. cannot assure you that all
pieces of "third party literature" that may be disseminated in
connection with the products Savannah River Group, Inc. 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 non-compliant
literature from Vitarmineralherb.com's website or the modification
of Savannah River Group, Inc.'s selling methods, interfering with
Savannah River Group, Inc.'s continued marketing of that product
and causing us to incur significant additional expenses.  Given
the fact that the Dietary Supplement Health and Education Act was
enacted only five years ago, the Food and Drug Administration's
regulatory policy and enforcement positions on certain aspects of
the new law are still evolving. Moreover, ongoing and future
litigation between dietary supplement companies and the Food and
Drug Administration will likely further refine the legal
interpretations of the Dietary Supplement Health and Education
Act.  As a result, the regulatory status of certain types of
dietary supplement products, as well as the nature and extent of
permissible claims will remain unclear for the foreseeable future.
Two areas in particular that pose potential regulatory risk are
the limits on claims implying some benefit or relationship with a
disease or related condition and the application of the physical
separation requirement for "third party literature" as applied to
Internet sales.

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

  Savannah River Group, Inc. cannot predict the nature of any
future state or Federal 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, Savannah River Group, Inc.
cannot assure you that the current statutory scheme and
regulations applicable to dietary supplements will remain less
restrictive. Further, Savannah River Group, Inc. 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 Savannah River
Group, Inc.'s business could require the reformulation of certain
products to meet new standards, the recall or discontinuance of
certain products not capable of reformulation, additional record
keeping, expanded documentation of the properties of certain
products, expanded or different labeling or scientific
substantiation.

Regulation of the Internet.

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

Item 2.  Description of property

  The Company has no properties and, at this time, has no
arrangements to acquire any properties.  The officers of the
Company currently work out of space they already maintain for
their other business interests.  The Company's main office will be
at 688 West Hastings Street, Suite 910, Vancouver, British
Columbia, Canada, V6B 1P1.  The Company pays no rent for the use
of the offices and has no lease agreement regarding their use.

Item 3.  Legal proceedings

  Savannah River Group, Inc. is not a party to any pending legal
proceeding or litigation and none of its property is the subject
of a pending legal proceeding. Further, the officer and director
knows of no legal proceedings against Savannah River Group. Inc.
or its property contemplated by any governmental authority.

  The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.

  No director, officer, or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities
of the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a
material interest adverse to the Company in reference to pending
litigation.

Item 4.     Submission of Matters to a Vote of Security Holders

  No matters were submitted to the shareholders during the twelve
month period ended June 30, 2001.
                              PART II

Item 5.  Market for common equity and related stockholder matters

  No established public trading market exists fur Savannah River
Group, Inc.'s securities. Savannah River Group, Inc. has no common
equity subject to outstanding purchase options or warrants.
Savannah River Group. Inc. has no securities convertible into its
common equity. There is no common equity that could be sold
pursuant to Rule 144 under the Securities Act or that Savannah
River Group, Inc. has agreed to register under the Securities Act
for sale by shareholders.  Except for this offering, there is no
common equity that is being, or has been, publicly proposed to be,
publicly offered by Savannah River Group, Inc.  As of June 30,
2001, there were twelve record holders of Savannah River Group,
Inc., common stock.

Item 6.  Management's discussion and analysis or plan of operation

  The following discussion and analysis of Savannah River Group.
Inc.'s 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 Form 10Q-SB.  This Form 10Q-SB contains, in addition to
historical information, forward-looking statements that involve
risks and uncertainties.  Savannah River Group, Inc.'s actual
results could differ materially from the results discussed in the
forward-looking statements.  Factors that could cause or
contribute to such differences include those discussed below, as
well as those discussed elsewhere in this Form 10Q-SB.

  Savannah River Group. Inc. is in the early stages of
development and could fail before implementing its business plan.
It is a "start up'' venture that will incur net losses for the
foreseeable future.  In its Independent Auditor's Report, Savannah
River Group's accountants state that Savannah River Group, Inc.
failure to generate revenues since its inception raise doubts
about its ability to continue as a going concern.

Results of operations

  During the period from August 19, 1999 (date of inception)
through June 30, 2001, Savannah River Group, Inc. has engaged in
no significant operations other than organizational activities,
acquisition of the rights to market Vitamineralherb products.  No
revenues were received by Savannah River Group, Inc. during this
period. As a result of operations Savannah River Group, Inc had a
net operating loss of $43393.00 for the fiscal year ending June
30, 2001, as compared to a net operating loss from the date of
inception (August 19, 1999) through June 30, 2000 of $17700.00.

  For the current fiscal year, Savannah River Group, Inc.,
anticipates incurring a loss as a result of organizational
expenses, expenses associated with registration under the
Securities Act of 1934, and expenses associated with setting up a
company structure to begin implementing its business plan.
Savannah River Group, Inc. has implemented its first Milestone in
its business plan and has determined that a viable market does
exist for its products in the state of Georgia.  Savannah River
Group, Inc. intends to initiate the steps needed to implement
Milestone #2 which is to hire two salespeople to market the
products.  The Company anticipates that until these procedures are
completed it will not generate revenues and may continue to
operate at a loss.

Liquidity and capital resources

  Savannah River Group, Inc. remains in the development stage
and, since inception, has experienced no significant change in
liquidity- or capital resources or shareholders ' equity.
Consequently, Savannah River Group, Inc.'s balance sheet as of
June 30, 2001, reflects total assets of $zero.

  Savannah River Group, Inc. expects to carry out its plan of
business as discussed above.  Savannah River Group, Inc. has no
immediate expenses, other than general office expenses which have
been paid by its President.  Mr. Dussault and Mr. Lowry will serve
in their capacity- as officers and directors of Savannah River
Group, Inc. without compensation until a market is developed for
the Vitamineralherb products.

  Savannah River Group, Inc. has determined that a market does
exist for its products, and its next step in the implementation of
its business plan is to hire two 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 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.

  In addition. Savannah River Group, Inc. may engage in a
combination with another business.  Savannah River Group, Inc.
cannot predict the extent to which 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
with which Savannah River Group, Inc. may eventually combine.
Savannah River Group, Inc. has engaged in no discussions
concerning potential business combinations and has not entered
into any agreement for such a combination.

  Savannah River Group, Inc. will need additional capital to
carry out its business plan and to hire two salespeople.
Management estimates that it will require approximately $50,000.00
to hire -two salespeople and pay other expenses for the next
twelve months.  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 Savannah River Group, Inc. or at all.
Savannah River Group, Inc. has no commitments for capital
expenditures.

Item 7.  Financial Statements

  The Financial Statements are contained in Exhibit A at the end
  of this Form 10KSB.

Item 8.  Changes in and Disagreements with Accountants

  None.  Not applicable.

                             PART III

Item 9.  Directors, executive officers, promoters and control
persons

  The following table sets forth the name, age and position of
each director and executive officer of Savannah River Group, Inc.

Name                       Age           Position

Jason Dussault             26            President, Director

Shane Lowry                30            Secretary/Treasurer,
                                         Director

  Mr. Jason Dussault has been president and director of Savannah
River Group, Inc. since July 14, 2000. Mr. Dussault also serves as
President of Olivia Communications Ltd. (September 2000 -
present), a company that specializes in corporate communications
for public companies. From 1997 through August 2000, Mr. Dussault
was the President of Liberty One Communications Ltd., an investor
relations service firm located in British Columbia, Canada.  From
1995 through 1997, Mr. Dussault worked for Cypango Ventures in an
investor relation's capacity.  Cypango Ventures is a publicly
traded company on the Canadian Dealers Network Exchange (CDNX).

  Mr. Shane Lowry currently serves as President of Icon Capital
Group, Inc., a company with which he has been employed since
October 1997.  Icon Capital is a consulting firm, which works with
emerging mining and technology companies.  Prior to his employment
with Icon Capital, Mr. Lowry was employed by Condor Goldfields,
Inc., a publicly listed company trading on the Toronto Stock
Exchange.  His duties included corporate development and investor
relations. Condor Goldfields, Inc. is a mining company with
operations in Canada. From July 1995 to May 1997 Mr. Lowery worked
in a similar capacity for Eaglecrest Explorations, Ltd., Cypango
Ventures, Ltd., and U.S. Diamond Corp., all of which are based in
Vancouver, B.C., Canada, and are listed on the Vancouver Stock
Exchange. Mr. Lowery became Secretary/Treasurer and a Director of
Savannah River Group on July 14, 2000.

  The directors named above are elected for one-year terms at the
annual shareholders' meeting.  Officers will hold their positions
at the pleasure of the board of directors, absent any employment
agreements.  No employment agreements currently exists or are
contemplated.

  Both Mr. Dussault and Mr. Lowry will devote their time to the
Company's affairs on an "as needed" basis. As a result, the actual
amount of time which they will devote to the Company's affairs is
unknown and is likely to vary substantially from month to month.

Item 10.  Executive compensation

  No officer or director has received any remuneration for
Savannah River Group, Inc. Although there is no current plan in
existence, it is possible that Savannah River Group, Inc. will
adopt a plan to pay or accrue compensation to its officers and
directors for services related to the implementation of Savannah
River Group, Inc.'s business plan.  Savannah River Group, Inc. 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.
Savannah River Group, Inc. has no employment contract or
compensatory plan or arrangement with any executive officer or
Savannah River Group, Inc.  The directors currently do no receive
any cash compensation from Savannah River Group, Inc. for their
services as members of the Board of Directors.  There is no
compensation committee, and no compensation policies have been
adopted.

Item 11.  Security ownership of certain beneficial owners and
management

  The following table sets forth, as of March 31, 2001 Savannah
River Group, Inc.'s 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 Texas E. Solutions,
Inc. to own beneficially, more than 5% of its common stock, and
the shareholdings of all Executive Officers and Directors as a
group.  Each person has sole voting and investment power with
respect to the shares shown.

Number of                        Percentage of
Name                             Shares Held      Shares Owned

J.P. Beehner                   1,250,000             28%
P.O. Box 2370
Alvin, TX 77512-2370

Dorothy A. Mortenson        1,450,000(1)          32.44%
P.O. Box 5034
Alvin, TX 77512-5034

All directors and executive
Officers as a group                 Zero             Zero

      (1) Dorothy Mortenson's shares include 200,000 shares owned
      by her husband, David R. Mortenson.

Item 12.  Certain relationships and related transactions

  No director, executive officer or nominee for election as a
director of Savannah River Group, Inc., and no owner of five
percent or more of Savannah River Group, Inc.'s outstanding shares
or any member of their immediate family has entered into or
proposed any transaction in which the amount received exceeds
$60,000.  Management services having a value of $18,750.00 and
rent and telephone having a value of $5,500.00 have been
contributed to the company by Mr. Jason Dussault, it's President,
and these have been charged to operations.  Savannah River Group,
Inc. shareholder David R. Mortenson is also a shareholder of
Vitamineralherb.com, Inc.

Item 13.  Exhibits

     The Company did not file any Current Reports on Form 8-K.

     Financial statements attached as Exhibit A.

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

Savannah Rive3r Group, Inc.
By:
      /s/ Jason Dussault              .
Jason Dussault, President
Dated: April 18, 2002

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons in the
capacities and on the date indicated:

     Signature                               Title

     /s/  Jason Dussault           President and Director


    /s/ Shane Lowry                Secretary/Treasurer, Director

Dated: April 18, 2002

                             Exhibit A

Savannah River Group Inc.
(A Development Stage Company)


                                                            Index

Independent Auditor's Report                                  F-2

Balance Sheets                                                F-3

Statements of Operations                                      F-4

Statements of Cash Flows                                      F-5

Statement of Shareholders' Equity                             F-6

Notes to the Financial Statements                             F-9
Independent Auditor's Report


To the Board of Directors
Savannah River Group Inc.
(A Development Stage Company)


We have audited the accompanying balance sheets of Savannah River
Group Inc. (A Development Stage Company) as of June 30, 2001 and
2000 and the related statements of operations, shareholders'
deficit and cash flows for the period from August 19, 1999 (Date
of Inception) to June 30, 2001 and the period from August 19, 1999
(Date of Inception) to June 30, 2000 and the year ended June 30,
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 audit.

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

In our opinion, the aforementioned financial statements present
fairly, in all material respects, the financial position of
Savannah River Group Inc. (A Development Stage Company), as of
June 30, 2001 and 2000 and the results of its operations and its
cash flows for the period from August 19, 1999 (Date of Inception)
to June 30, 2001 and the period from August 19, 1999 (Date of
Inception) to June 30, 2000 and the year ended June 30, 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 or conducted any operations since inception. These
factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these
matters are also discussed in Note 1. The financial statements do
not include any adjustments that might result from the outcome of
this uncertainty.


"Manning Elliott"


CHARTERED ACCOUNTANTS
Vancouver, Canada
July 6, 2001
Savannah River Group Inc.
(A Development Stage Company)
Balance Sheets


                                                 June 30, June 30,
                                                   2001     2000
                                                    $        $

                                 Assets
License (Note 3)                                      -      -

Total Assets                                          -      -


                  Liabilities and Shareholders' Deficit
Current Liabilities
 Accounts payable                                  750     1,200
Accrued liabilities                              8,000    12,000

Total Liabilities                                8,750    13,200


Contingent Liability (Note 1)

Shareholders' Deficit
Common Stock, 25,000,000 shares authorized with a par value
 of $.001; 4,500,000 shares issued and outstanding respectively
                                                4,500      4,500
Additional Paid-in Capital (Note 4(c))         25,843          -
Donated Capital (Note 4(b))                    22,000          -
Deficit Accumulated During
the Development Stage                         (61,093)   (17,700)

Total Shareholders' Deficit                    (8,750)   (13,200)

Total Liabilities and Shareholders' Deficit         -      -



Savannah River Group Inc.
(A Development Stage Company)
Statements of Operations


                   From August 19, 1999 Year ended From August 19, 1999
                   (Date of Inception)  June 30,   (Date of Inception)
                     to June 30, 2001     2001     to June 30, 2000
                            $              $             $

Revenues                      -              -             -

Expenses
 Accounting and audit     2,750          2,750             -
 Amortization               667              -           667
 Legal and organization expenses
                         33,143         18,643        14,500
 License written-off      1,333              -         1,333
 Transfer agent           1,200              -         1,200
 Value of services
 donated by a related
 party (Note 4)          16,500         16,500             -
 Value of rent and
 telephone donated by a
 related party (Note 4)   5,500          5,500             -

                         61,093         43,393        17,700

Net Loss                (61,093)       (43,393)      (17,700)


Loss Per Share                          (.01)           (.01)


Weighted Average Shares Outstanding  4,500,000      4,500,000


Savannah River Group Inc.
(A Development Stage Company)
Statements of Cash Flows


                        From August 19, 1999 Year ended   From August 19, 1999
                         (Date of Inception)  June 30,     (Date of Inception)
                           to June 30, 2001     2001         to June 30, 2000
                                    $              $             $

Cash Flows to Operating
Activities
  Net loss                          (61,093)    (43,393)      (17,700)
 Non cash items
  Expenses paid by a related
  party on the Company's behalf      25,843      25,843             -
Expenses not paid with cash           2,500           -         2,500
Amortization                            667           -           667
License written-off                   1,333           -         1,333
Value of services and amenities
donated by a related party           22,000      22,000             -
 Change in non-cash working
 capital items
   Accounts payable                     750        (450)        1,200
Accrued offering costs                8,000      (4,000)       12,000

Net Cash Used by Operating Activities     -           -             -

Cash Flows from Financing Activities
    Increase in shares issued             -           -             -

Net Cash Provided by Financing Activities -           -             -

Change in cash                            -           -             -
Cash - beginning of period                -           -             -

Cash - end of period                      -           -             -

Non-Cash Financing Activities
 A total of 2,500,000 shares were
 issued to a former director at a fair
 market value of $0.001 per share
  for organization expenses           2,500           -         2,500

 A total of 2,000 shares were issued
 at a fair market value of $.001 per share
for the acquisition of a license (Note 3)
                                      2,000           -         2,000

Debt relating to Company expenses
paid by the President was forgiven
and treated as additional
paid-in capital                      25,843      25,843             -

                                     30,343      25,843         4,500

Supplemental Disclosures
 Interest paid                            -           -             -
 Income tax paid                          -           -             -



Savannah River Group Inc.
(A Development Stage Company)
Statement of Shareholders' Deficit
From August 19, 1999 (Date of Inception) to June 30, 2001


                                                          Deficit
                                                          Accumulated
                                     Additional           During the
                       Common Stock  Paid-in    Donated   Development
                       Shares Amount Capital    Capital   Stage
                          #      $     $           $       $

Balance-August
19, 1999
(Date of Inception)       -      -      -          -        -

Stock issued for
$2,500 of
organizational
expenses            2500000   2,500     -          -        -
 Stock issued for
 license            2000000   2,000     -          -        -
Net loss for the
period                    -       -     -          -        (17,700)

Balance - June
 30, 2000           4500000   4,500     -          -        (17,700)

Net loss for
 the year                 -       -     -          -        (43,393)

Expenses paid by
 shareholder on
behalf of the
Company                   -       -  25,843        -         -

Services and
amenities contributed
by a shareholder          -       -     -       22,000       -

Balance - June
30, 2001           4500000    4,500  25,843     22,000       (61,093)



1.Development Stage Company
  Savannah River Group Inc. herein (the "Company") was
  incorporated in the State of Nevada, U.S.A. on August 19, 1999.
  On February 14, 2000, the Company acquired a sub-license
  agreement with David R. Mortenson & Associates (a related
  party). The License Agreement grants an exclusive right to
  distribute Vitamineralherb.com products to health and fitness
  professionals in the state of Georgia via the Internet. The
  Company acquired the license under the terms of a settlement
  agreement by and between the Company and Mortenson &
  Associates, an affiliate of Vitamineralherb.com. Mortenson &
  Associates had granted the Company a license to distribute and
  produce an oxygen enriched water product. Mortenson &
  Associates acquired its right to sublicense this water product
  to the Company from NW Technologies Inc. As a result of a legal
  dispute between David R. Mortenson, Mortenson & Associates and
  NW Technologies, Mortenson & Associates was unable to fulfill
  its obligations to the Company under the license. Under the
  terms of the settlement agreement, Vitamineralherb.com, an
  affiliate of Mortenson & Associates, granted to the Company the
  license to distribute Vitamineralherb.com products in part for
  its agreement not to pursue its claims against Mortenson &
  Associates.
  The Company 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 in Georgia. The license will be automatically renewed
  every three years unless the Company or Vitamineralherb.com
  gives the other notice of its intent not to renew.
  Vitamineralherb.com has agreed to provide certain business
  administrative services to the Company, including product
  development, store inventory, website creation and maintenance,
  establishment of banking liaisons, and development and
  maintenance of an order fulfillment system, thereby enabling
  the Company to focus strictly on marketing and sales. Some
  services, such as development of the website and the order
  fulfillment system will be provided by Vitamineralherb.com,
  while others, such as product development and store inventory,
  will be provided by the product supplier.
  In a development stage company, management devotes most of its
  activities in investigating business opportunities. Planned
  principal activities have not yet begun. The ability of the
  Company to emerge from the development stage with respect to
  any planned principal business activity is dependent upon its
  successful efforts to raise additional equity financing and/or
  attain profitable operations. There is no guarantee that the
  Company will be able to raise any equity financing or sell any
  of its products at a profit. There is substantial doubt
  regarding the Company's ability to continue as a going concern.
  The Company is filing a Registration Statement on Form 10-SB to
  register its common shares with the United States Securities
  Commission.

2.Summary of Significant Accounting Policies
  (a) Year end
     The Company's fiscal year end is June 30.
     (b)  Licenses
     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 as at December 31, 1999
     due to cancellation of the Biocatalyst License Agreement.
  (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 Licensor, commissions of
     10% on the gross sales made by the Company's customers
     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 Licensor and does
     not assume any risks or rewards of the ownership of the
     products. This policy is prospective in nature as the Company
     has not yet generated any revenue.
  (e) Use of Estimates
     The preparation of financial statements in conformity with
     generally accepted accounting principles requires management
     to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the
     financial statements and the reported amounts of revenues and
     expenses during the periods. Actual results could differ from
     those estimates.
  (f) Offering Costs
     In accordance with SEC staff accounting Bulletin No. 5
     offering costs may properly be deferred and charged against
     proceeds of the offering. The Company has elected to charge
     such offering costs to operations.
  (g) 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
     under APB No. 25 and make the required pro forma disclosures
     for compensation expense. Stock based compensation for non-
     employees are accounted for using SFAS No. 123.

3.   Licenses
  (a) The Company acquired a license to market and distribute a
     product in Virginia. The Company's right to use this license
     was in jeopardy due to a lawsuit between the vendor of the
     license and the original owner. As a result, the unamortized
     balance of $1,333 was written-off to operations. The Company
     and its shareholder have the right to sue for breach of
     contract. This license was cancelled and all financial
     obligations pursuant to the License Agreement were
     extinguished.
  (b) As a replacement for the above license, at no additional
     cost, the Company was granted additional rights to market
     vitamins, minerals, nutritional supplements and other health
     and fitness products through the Grantor's Web Site. The
     Company desires to market these products to medical
     practitioners, alternative health professionals, martial arts
     studios and instructors, sports and fitness trainers, other
     health and fitness practitioners, school and other fund
     raising programs and other similar types of customers in
     Georgia. The license was acquired on February 14, 2000 for a
     term of three years. The Company must pay an annual fee of
     $500 for maintenance of the Grantor's Web Site commencing on
     the anniversary date. The licensor retains 10% of the gross
     sales.
     The Company has conducted a marketing survey to determine its
     core target market from amongst the potential clients under
     its Vitamineralherb.com license. The results indicate a
     favorable marketing opportunity in the State of Georgia.
     Also see Note 1 for further details on the licenses.

4.   Related Party Transactions
  (a) Acquisition of License
     The License referred to in Note 3(a) was sold to the Company
     by a partnership whose general manager is the spouse of the
     former Secretary/Treasurer of the Company and a former
     director for consideration of 2,000,000 shares for total fair
     market consideration of $2,000, also being the transferor's
     cost of such license. These shares were paid evenly to the
     ten partners. The replacement license was granted by a
     company affiliated with the same partnership.
  (b) Donated services and amenities
     Management services having a value of $16,500 and rent and
     telephone having a value of $5,500 were contributed by the
     President of the Company and charged to operations.
  (c) Forgiveness of debt
     Expenses of the Company in the amount of $25,843 were paid by
     the President of the Company. The related debt was forgiven
     on June 30, 2001. The debt was treated as additional paid-in
     capital.