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

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2001

[ ]  TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934

                   For the transition period from               to
                                                  -------------    -------------

                         Commission file number
                                                --------------------------------


                            XIT SOLUTIONS.COM, INC.
               --------------------------------------------------
                 (Name of small business issuer in its charter)

                Nevada                                   6-0609457
--------------------------------------      (I.R.S. Employer Identification No.)
   (State or other jurisdiction of
    incorporation or organization)

            12 - 4855, 57th St                             V4K 3E7
            Delta, B.C. Canada                ----------------------------------
(Address of principal executive offices)                 (Zip Code)


Issuer's telephone number (604) 940-0382
                          --------------

Securities registered under Section 12(b) of the Exchange Act:

        Title of each class                   Name of each exchange on which
                                                        Registered


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

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


<PAGE>
Securities registered under Section 12(g) of the Exchange Act:

                            Common Stock, par value $0.001
--------------------------------------------------------------------------------
                                (Title of class)


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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

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

Revenues  for  2000  were  $0.00.

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 2001, computed at which the stock was sold, was
$45,000, assuming solely for purposes of this calculation that all directors and
executive officers of the issuer are "affiliates". This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.

The number of shares of the issuer's Common Stock outstanding as of December 31,
2001  is  9,000,000.

Transitional  Small  Business  Disclosure Format (Check one): Yes    ; No  X
                                                                  ---     ---


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

     XIT SOLUTIONS.COM, INC. was incorporated under the laws of the State of
Nevada on June 1, 1999, and is in its early developmental and promotional
stages.  To date, XIT SOLUTIONS.COM's only activities have been organizational,
directed at acquiring and developing its principal asset, raising its initial
capital and developing its business plan.  XIT SOLUTIONS.COM has not commenced
commercial operations.  XIT SOLUTIONS.COM has no full time employees and owns no
real estate.  XIT SOLUTIONS.COM's business plan is to determine the feasibility
of selling Vitamineralherb.com products to specific markets.  Should XIT
SOLUTIONS.COM determine that the plan is feasible it 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


                                       2
<PAGE>
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.

     XIT SOLUTIONS.COM currently intends to focus its efforts on the development
and operation of internet marketing of Vitamineralherb products in it's licensed
area of Spain.

CORPORATE ORGANIZATION AND HISTORY

XIT SOLUTIONS.COM, INC. was incorporated pursuant to the laws of the State of
Nevada on June 1, 1999.

XIT SOLUTIONS.COM, INC. does not have any subsidiaries.

XIT SOLUTIONS.COM, INC. was granted a permit, license or certificate for
business activities conducted within the State of Nevada on June 1, 1999.

ACQUISITION OF THE LICENSE

     On February 14, 2000, XIT SOLUTIONS.COM acquired a sub-license agreement
with David R. Mortenson & Associates (the "license").  The License grants an
exclusive right to distribute Vitamineralherb.com products to health and fitness
professionals in Spain via the Internet.  XIT SOLUTIONS.COM acquired the license
under the terms of a settlement agreement by and between XIT SOLUTIONS.COM and
Mortenson & Associates, an affiliate of Vitamineralherb.com.  Mortenson &
Associates had granted XIT SOLUTIONS.COM a license to distribute and produce an
oxygen enriched water product, called "Biocatalyst," for remediation of sewage
and wastewater in septic tanks and wastewater treatment facilities.  Mortenson
Associates was unable to fulfill its obligations to XIT SOLUTIONS.COM under the
license.  Under the terms of the settlement agreement,  Vitamineralherb.com, an
affiliate of Mortenson & Associates, granted to XIT SOLUTIONS.COM the license to
distribute VITAMINERALHERB.COM products in part for its agreement not to pursue
its claims against Mortenson & Associates.

THE LICENSE

     XIT SOLUTIONS.COM 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.  XIT SOLUTIONS.COM's
territory is the country of Spain.   The license will automatically be renewed
unless XIT SOLUTIONS.COM or Vitamineralherb.com gives the other notice of its
intent not to renew.

     Vitamineralher.com has agreed to provide certain business administrative
services to XIT SOLUTIONS.COM, including product development, store inventory,
website creation and maintenance, establishment of banking liaisons, and
development and maintenance of an order fulfillment system, thereby enabling XIT
SOLUTIONS.COM 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.  Vitamineralherb.com sets
the price for products based on the manufacturer's price, plus a mark up, which
Vitamineralherb.com and XIT SOLUTIONS.COM share equally.


                                       3
<PAGE>
     XIT SOLUTIONS.COM 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 professionals.

     When a fitness or health professional becomes a client, XIT SOLUTIONS.COM'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 the
manufacture.  Vitanmineralherb.com then forwards the money due XIT SOLUTIONS.COM
via electronic funds transfer, Vitamineralherb's software tracks all sales
through the customer's identification number, and at month end, e-mails to XIT
SOLUTIONS.COM 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.

BACKGROUND ON MANUFACTURER

     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 pre-determined 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 XIT SOLUTIONS individual clients and customers.

     XIT SOLUTIONS.COM anticipates that Vitamineralher.com will enter into an
agreement to supply Rain Forest products, which will enhance and broaden the
product line available.

INDUSTRY BACKGROUND

     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 25.5 million Internet users
worldwide.  At the IDC Internet Executive Forum held on September 28-29, 1999,
IDC stated that in 1999 US $109 billion in purchases involved the Internet.
IDC's vice president, Sean Kaldor, indicated that figure is expected to increase
more than ten-fold over the next five years to US $1.3 trillion in 2003, with
$842 million completed directly over the world-wide web.  XIT SOLUTIONS.COM
believes that this dramatic growth presents significant opportunities for online
retailers.


                                       4
<PAGE>
     In recent years, a growing awareness of vitamins, herbs, and other dietary
supplements by the general public has created a whole new segment in the field
of medicine and health care products.  According to Jupiter Communications,
online sales of such products are expected to be US $434 million in the year
2003, up from $1 million in 1998.  XIT SOLUTIONS.COM believes that several
factors are driving this growth, including a rapidly growing segment of the
population that is concerned with aging and disease, a growing interest in
preventative health care, favorable consumer attitudes toward alternative health
products and a favorable regulatory statute, the Dietary Supplement Health and
Education Act of 1994.


COMPETITION

     The electronic commerce industry is new, rapidly evolving and intensely
competitive, and XIT SOLUTIONS.COM 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.

     XIT SOLUTIONS.COM's 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 product
          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 manufactures of
          alternative health products.

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


                                       5
<PAGE>
     XIT SOLUTIONS.COM 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.


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

          XIT SOLUTIONS.COM believes that traditional retailers of vitamins,
     supplements, minerals and other alternative health products face several
     challenges in succeeding:

     -    Lack of convenience and personalized service. Traditional retailers
          have limited store hours and locations. Traditional retailers are also
          unable to provide consumers with product advice tailored to their
          particular situation.

     -    Limited product assortment. The capital and real estate intensive
          nature of store-based retailers limit the product selection that can
          be economically offered in each store location.

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

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

     XIT SOLUTIONS.COM hopes to attract and retain consumers through the
following key attributes of its business:

     -    Broad Expandable Product Assortment. XIT SOLUTIONS.COM's product
          selection is substantially larger than that offered by store-based
          retailers.


                                       6
<PAGE>
     -    Low Product Prices. Product prices can be kept low due to volume
          purchases through XIT SOLUTIONS.COM's affiliation with
          Vitamineralherb.com and other licensees. Product prices will also be
          lower due to XIT SOLUTIONS.COM's lack of need of inventory and
          warehouse space. All products are shipped from the manufacturer.

     -    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 XIT SOLUTIONS.COM sells may be subject to regulation
by one or more U.S. federal agencies, including the Food and Drug
Administration, the Federal Trade Commission, the United States Department of
Agriculture and the Environmental Protection Agency.  These activities also may
be regulated by various agencies of the states, localities and foreign countries
in which consumers reside.

     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 was 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 XIT SOLUTIONS.COM's sales.

EMPLOYEES

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


                                       7
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTY.

     XIT SOLUTIONS.COM owns no real property.  XIT SOLUTIONS.COM rents office
space on a month-to-month basis at 12-4855, 57th St., Delta, British Columbia
V4K 3E7.

ITEM 3. LEGAL PROCEEDINGS.

     XIT SOLUTIONS.COM is not a party to any legal proceedings and to XIT
SOLUTIONS.COM's knowledge, no such proceedings are threatened or contemplated.
At this time, XIT SOLUTIONS.COM has no bankruptcy, receivership, or similar
proceedings pending.

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

     No matters were submitted to a vote of the security holders of XIT
SOLUTIONS.COM during the fourth quarter of the fiscal year.  XIT SOLUTIONS.COM
intends to hold its annual general meeting during the second quarter of the
current fiscal year.



                                    PART II

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

MARKET INFORMATION

     No established public trading market exists for XIT SOLUTIONS.COM's
securities.  XIT SOLUTIONS.COM has no common equity subject to outstanding
purchase options or warrants.  XIT SOLUTIONS.COM 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 of 1933, as amended, or that XIT
SOLUTIONS.COM has agreed to register under the Securities Act of 1933, as
amended, for sale by shareholders.

     As of December 31, 2001 there were 16 shareholders of record.

     All share issuances by XIT SOLUTIONS.COM have been previously included in
its Form 10-SB, filed with the Commission on April 12, 2001.

     XIT SOLUTIONS.COM has not previously declared or paid any dividends on its
Common Stock and does not anticipate declaring any dividends in the foreseeable
future.

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

The following discussion and analysis of XIT SOLUTIONS.COM 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 10-QSB.

During the year ending December 31, 2001, XIT SOLUTIONS.COM Inc. has engaged in
no significant operations other than organizational activities, working on the
milestones to advance the business plan to market Vitamineralherb products, and
exploration of additional business opportunities.  No revenues were received by
XIT SOLUTIONS.COM Inc. during this period.


                                       8
<PAGE>
For the current fiscal year, XIT SOLUTIONS.COM Inc. anticipates incurring a loss
as a result of organizational expenses, expenses associated with filings under
the Securities Exchange Act of 1934, as amended, and expenses associated with
setting up a company structure to begin implementing its business plan.  XIT
SOLUTIONS.COM Inc. anticipates that until these procedures are completed, it
will not generate revenues, and may continue to operate at a loss thereafter,
depending upon the performance of business.

Plan of Operation
-----------------

XIT SOLUTIONS.COM Inc.'s business plan is to determine the feasibility of
marketing the Vitamineralherb products in various markets, and, if the products
prove to be in demand, begin marketing and selling Vitamineralherb products.

XIT SOLUTIONS.COM Inc. has taken the following steps toward meeting the
milestones set out in the Form 10SB:

     Milestone 1: Market Survey. XIT SOLUTIONS.COM Inc. has retained an
     independent consultant to carry out the market survey. The market survey is
     now in progress.

     Milestone 2: Hire Salespeople. XIT SOLUTIONS.COM Inc., through it's
     consultants has taken initial steps toward hiring two sales people to
     handle initial marketing of the Vitamineralherb products. Finalization of
     hiring sales people awaits completion of the market survey,

     Milestone 3: Establish an office. XIT SOLUTIONS.COM Inc. has identified two
     potential office locations in Spain. Finalization of the office location
     awaits completion of the market survey.

     Milestone 4: Development of Advertising Campaign. XIT SOLUTIONS.COM Inc.
     has begun laying out its advertising campaign. Included in this is
     translating the Vitamineralherb product list into Spanish and creating a
     website in Spanish, both of which are now underway. Development of a
     Spanish web-site is being done cooperatively with Vitamineralherb.com. It
     is anticipated that the translations and website creation will be complete
     by the time the market survey is finished.

     Milestone 5: Implementation of Advertising Campaign/Sales Calls. This would
     begin after completion of Milestones 1-4.

     Milestone 6: Achieve Revenues. This will not be accomplished until after
     completion of Milestones 1-4, and implementation of Milestone 5.

     XIT SOLUTIONS.COM Inc. is now in negotiations to acquire the rights to
patented technology that holds the potential of being adaptable to a lower cost,
higher efficiency turbine or engine that can be adapted to many different types
of fuels.

Liquidity and Capital Resources
-------------------------------

XIT SOLUTIONS.COM Inc. remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources or
shareholders equity other than as reflected in the December 31, 2001 audited
financial statements.  Consequently XIT SOLUTIONS.COM Inc.'s balance sheet as of
December 31, 2001, reflects total assets of $12,000, and current liabilities of
$37,666.


                                       9
<PAGE>
XIT SOLUTIONS.COM Inc. expects to carry out its plan of business as discussed
above.  XIT Sollutions.com Inc. has no immediate expenses, other than
organizational expenses, milestone implementation expenses, and expenses
associated with identifying further business opportunities.  Payment of these
expenses will be made by the directors or major shareholders until such time as
suitable financing is arranged.

XIT SOLUTIONS.COM Inc.'s business plan is to determine the feasibility of
selling Vitamineralherb.com products to targeted markets.  Should XIT
SOLUTIONS.COM Inc. determine that its business plan is feasible it intends to
employ sales people to call on medical professionals, alternative health
professionals, martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and arts studios and
instructors, sports and fitness trainers, 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.

In order to determine the feasibility of its business plan, XIT SOLUTIONS.COM
Inc. has been conducting research into these various potential target markets.
This research is ongoing.  Should XIT SOLUTIONS.COM Inc. determine that the
exploitation of the license is feasible, it will engage salespeople to market
the products.  Based primarily on discussions with the licensor, XIT
SOLUTIONS.COM Inc. believes that during its first operational quarter, it will
need a capital infusion of approximately $90,000. to achieve a sustainable sales
level where ongoing operations can be funded out of revenues.  This capital
infusion is intended to cover costs of advertising, hiring and paying two
salespeople, and administrative expenses.  In addition, XIT SOLUTIONS.COM Inc.
will need approximately $260,000. in the event it determines that its market
will not pay in advance and it will have to extend credit.

In addition, XIT SOLUTIONS.COM Inc may engage in a combination with another
business.  XIT SOLUTIONS.COM 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 XIT SOLUTIONS.COM
Inc. may eventually combine.  XIT SOLUTIONS.COM Inc. has been engaged in
confidential discussions concerning potential business combinations, but has not
entered into any agreement for such a combination (see Plan of Operation).

XIT SOLUTIONS.COM Inc. will need additional capital to carry out its business
plan or to engage in a combination with another business.  No additional
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 XIT SOLUTIONS.COM Inc. or at all.  XIT
SOLUTIONS.COM Inc. has no commitments for capital expenditures.

ITEM 7. FINANCIAL STATEMENTS.

The information requested by this item is set forth in Item 13 of this Report.


                                       10
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

XIT SOLUTIONS.COM has had no disagreements with Accountants on Accounting and
Financial Disclosure.

                                    PART III

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



     The following table sets forth the name, age and position of each director
and executive officer of XIT SOLUTIONS.COM


     NAME                    AGE     POSITION
     ----                    ---     --------

     Peter Merry              55     CEO, President, Treasurer, and Director

     Douglas Levell           48     Secretary

Peter Merry.  In the last five years Peter Merry has engaged in various
commercial activities concentrated in the water and food industry.  During 1996
and 1997 he was president of Lucky Break Gold Inc., a mineral exploration
company, which traded on the Vancouver Stock Exchange.  From 1998 to 1999 he
practiced law as a sole practitioner in Vancouver, British Columbia, primarily
in the areas of corporate and commercial law.  In 2000, Mr. Merry was an
independent business consultant focusing on the water and food industry.  Since
February 2001 he has been president of XIT SOLUTIONS.COM.

Douglas Levell.  Since 1992, Douglas Levell has been employed as Treasurer and
Director of Administrative Services of the Islands Trust, a government agency
having jurisdiction in the Georgia Basin region of British Columbia.  Prior to
that Mr. Levell was comptroller of Cedar Creek Winery, or British Columbia.

TERMS OF OFFICE

Directors of XIT SOLUTIONS.COM are appointed for one-year terms to hold office
until the next annual general meeting of the shareholders or until removed from
office in accordance with the company's by-laws.  Officers are appointed by the
Board of Directors and hold office until removed by the board.

SIGNIFICANT EMPLOYEES

XIT SOLUTIONS.COM does not have any employees who are not executive officers
that are expected to make a significant contribution to the business.



                                       11
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth certain information as to XIT SOLUTIONS.COM.s
Chief Executive Officer and the highest paid officers and directors for our last
fiscal year ended December 31, 2001.  No other compensation was paid to any such
officers or directors during this time period.

<TABLE>
<CAPTION>
                                 Annual Compensation Table

          Annual Compensation                         Long Term Compensation
          -------------------                         ----------------------
                                         Other
                                         Annual                                      All
                                          Com-   Restricted                        Other
                                          Pen-     Stock     Options      LTIP     Compen-
Name       Title    Year  Salary  Bonus  sation   Awarded    SARs(#)   payouts($)  sation
-------  ---------  ----  ------  -----  ------  ----------  --------  ----------  -------
<S>      <C>        <C>   <C>     <C>    <C>     <C>         <C>       <C>         <C>
Peter    Director,  2001  25,000      0       0           0         0           0        0
Merry    CEO,
         President
         And
         Treasurer

Douglas  Director   2001       0      0       0           0         0           0        0
Levell   and
         Secretary
</TABLE>


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The table below provides the beneficial ownership of our common stock by each
person known by XIT SOLUTIONS.COM to beneficially own more than 5% of XIT
SOLUTION.s common stock outstanding as of December 31, 2000 and by the officers
and directors of XIT SOLUTIONS.COM as a group.  Except as otherwise indicated,
all shares are owned directly.

<TABLE>
<CAPTION>
                                      Amount of
                  Name and Address    beneficial   Percent
Title of class  of beneficial owner   ownership   of class
--------------  --------------------  ----------  ---------
<S>             <C>                   <C>         <C>

Common Stock    Global Warming
                Solutions Corp.       See table         50%
                (Beneficial Owner
                Peter Merry
                #12 -4855, 57 St.     below
                Delta, BC, Canada
                V4K 3E7)
</TABLE>

Other than management listed below, XIT SOLLUTIONS.COM knows of no other person
who is the beneficial owner of more than five percent of XIT SOLUTIONS.COM's
common stock.


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                       Amount of
                  Name and Address     beneficial  Percent
Title of class   of beneficial owner   ownership   of class
--------------  ---------------------  ---------  ----------
<S>             <C>                    <C>        <C>

Common Stock    Global Warming         4,500,000          50
                Solutions Corp.
                (Beneficial Owner,
                Peter Merry
                #12 - 4855, 57th St.
                Delta, BC, Canada
                V4K 3E7)
</TABLE>

Stock ownership of officers, directors and more than 5% shareholders

<TABLE>
<CAPTION>
                                                            12/31/2001
                    COMMON    OPTIONS  WARRANTS    TOTAL    PERCENTAGE
                  ----------  -------  --------  ---------  ----------
<S>               <C>         <C>      <C>       <C>        <C>

Global Warming
Solutions Corp.    4,500,000        0         0  4,500,000          50
(Peter Merry)
Douglas Levell             0        0         0          0           0
ALL OFFICERS/
DIRECTORS          4,500,000        0         0  4,500,000          50
</TABLE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     No director, executive officer or nominee for election as a director of XIT
SOLUTIONS.COM, and no owner of five percent or more of XIT SOLUTIONS.COM'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.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
                                 --------
(a)  Financial Statements

XIT SOLUTIONS.COM's audited Financial Statements, as described below, are
attached hereto.

1.   Audited  Financial  Statements for year ended December 31, 2001, including;
     (a)  Independent Auditors Report
     (b)  Balance Sheets
     (c)  Statements of Operations
     (d)  Statements of Cash Flows
     (e)  Statement of Stockholders' equity
     (f)  Notes to the Financial Statements

(b)  Reports on Form 8-K

     No Reports on Form 8-K were filed were filed during the last quarter of the
period covered by this report.


                                       13
<PAGE>
(c)  Exhibits

Exhibit 3.1:     Articles of Incorporation*

Exhibit 3.2     Bylaws*

Exhibit 4.1     Specimen Common Stock Certificate*

Exhibit 4.2     License Agreement Between Vitamineralherb.com, Inc. and XIT
                SOLUTIONS.COM, INC.*


*  AS PREVIOUSLY FILED AS AN EXHIBIT TO XIT SOLUTIONS.COM'S FORM 10-SB FILED
WITH THE COMMISSION ON APRIL 12, 2001.


XIT Solutions.com Inc.
(A Development Stage Company)


Independent Auditors' Report. . . . . . . . . . . . . . . . . . . . . . .    F-1

Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    F-2

Statements of Operations. . . . . . . . . . . . . . . . . . . . . . . . .    F-3

Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . .    F-4

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

Notes to the Financial Statements . . . . . . . . . . . . . . . . .   F-6 to F-7


                                       14
<PAGE>
                                [GRAPHIC OMITTED]


M A N N I N G  E L L I O T                11th floor, 1050 West Pender Street,
                                          Vancouver, BC, Canada V6E 357
CHARTERED ACOUNTANTS                      Phone: 604.714.3600  Fax: 604.714.3669
                                          Web:  manningelliott.com



                          Independent Auditors' Report
                          ----------------------------

To the Stockholders and Directors
of XIT Solutions.com Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of XIT Solutions.com Inc. (A
Development Stage Company) as of December 31, 2001 and 2000 and the related
statements of operations, stockholders' deficit and cash flows for the period
from June 1, 1999 (Date of Inception) to December 31, 2001 and the years ended
December 31, 2001 and 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of XIT Solutions.com Inc. (A
Development Stage Company), as of December 31, 2001 and 2000, and the results of
its operations and its cash flows for the period from June 1, 1999 (Date of
Inception) to December 31, 2001, and the years ended December 31, 2001 and 2000,
in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues and has incurred start-up
losses to date. 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.


CHARTERED ACCOUNTANTS
Vancouver, Canada
January 31, 2002


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
XIT Solutions.com Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)

                                                          December 31,    December 31,
                                                              2001            2000
                                                               $               $
<S>                                                      <C>             <C>
ASSETS

Current Asset

   Note receivable (Note 4)                                     12,000               -
---------------------------------------------------------------------------------------
Total Assets                                                    12,000               -
=======================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

  Bank overdraft                                                     8               -
  Accounts payable                                               1,209           1,200
  Accrued liabilities                                            1,000               -
  Due to related parties (Note 4)                               35,449               -
---------------------------------------------------------------------------------------
Total Current Liabilities                                       37,666           1,200
---------------------------------------------------------------------------------------

Contingent Liability (Note 1)

Stockholders' Deficit

Common Stock, 25,000,000 shares authorized with a par
value of $0.001; 9,000,000 and 4,500,000 shares issued
and outstanding respectively                                     9,000           4,500

Additional Paid-in Capital                                      40,575              75
---------------------------------------------------------------------------------------
                                                                49,575           4,575

Donated Capital (Note 4)                                         5,100               -

Deficit Accumulated During the Development Stage               (80,341)         (5,775)
---------------------------------------------------------------------------------------
Total Stockholders' Deficit                                    (25,666)         (1,200)
---------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                     12,000               -
=======================================================================================
</TABLE>


                                      F-2
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
XIT Solutions.com Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
<TABLE>
<CAPTION>

                                                         Accumulated
                                                            From
                                                        June 1, 1999
                                                          (Date of               Year
                                                         Inception)              Ended
                                                       to December 31,         December 31,
                                                            2001            2001         2000
                                                              $               $           $
<S>                                                   <C>                <C>          <C>
Revenue                                                              -            -            -
-------------------------------------------------------------------------------------------------
Expenses

  Amortization of license                                          833            -            -
  Audit and accounting                                           3,550        3,550            -
  Bank charges and interest                                        287          287            -
  Consulting (Note 4(e))                                        37,825       37,825            -
  Legal                                                          1,000        1,000            -
  License written-off                                            1,167            -            -
  Office                                                         5,651        5,651            -
  Organizational expenses                                        7,475        4,900            -
  Telephone                                                      2,763        2,763            -
  Transfer agent and regulatory                                  4,379        3,179            -
  Travel                                                        10,311       10,311            -
  Value of rent donated by a related party (Note 4(d))           5,100        5,100            -
-------------------------------------------------------------------------------------------------
                                                                80,341       74,566            -
-------------------------------------------------------------------------------------------------
Net Loss For The Period                                        (80,341)     (74,566)           -
=================================================================================================
Net Loss Per Share                                                             (.01)           -
=================================================================================================
Weighted Average Shares Outstanding                                       7,750,000    4,500,000
=================================================================================================
</TABLE>

(Diluted loss per share has not been presented as the result is anti-dilutive)


                                      F-3
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
XIT Solutions.com Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
                                                          Accumulated
                                                             from
                                                         June 1, 1999
                                                           (Date of
                                                          Inception)             Years ended
                                                        to December 31,          December 31,
                                                             2001              2001        2000
                                                               $                $           $
<S>                                                    <C>                <C>             <C>
Cash Flows to Operating Activities

   Net loss                                                     (80,341)        (74,566)       -

Non-cash Items

  Value of rent donated by a related party                        5,100           5,100        -

Non-cash working capital items

   Expenses not paid with cash                                    2,575               -        -
   Amortization of license                                          833               -        -
   License written off                                            1,167               -        -
   Increase in accounts payable and accrued liabilities           9,697           8,497
-------------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities                           (60,969)        (60,969)       -
-------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities

  Issuance of share capital                                      20,000          20,000        -
  Advances from related parties                                  52,961          52,961        -
-------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                        72,961          72,961        -
-------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities

  Loan to a related party                                       (12,000)        (12,000)       -
-------------------------------------------------------------------------------------------------
Net Cash Provided by Investing Activities                       (12,000)        (12,000)       -
-------------------------------------------------------------------------------------------------
Change In Cash                                                       (8)             (8)       -

Cash - Beginning of Year                                              -               -        -
-------------------------------------------------------------------------------------------------
Cash - End of Year                                                   (8)             (8)       -
=================================================================================================

Non-Cash Financing Activities

 A total of 2,000,000 shares were issued for the
 acquisition of a License (Note 3)                                2,000               -        -

 Organization costs paid for by a director for no
 consideration treated as additional paid in capital                 75               -        -

 2,500,000 common shares issued at $0.01 per share
 for settlement of debt to a related party                       25,000          25,000        -
-------------------------------------------------------------------------------------------------
                                                                 27,075          25,000        -
=================================================================================================

Supplemental Disclosures

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


                                      F-4
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
<TABLE>
<CAPTION>
XIT Solutions.com Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From June 1, 1999 (Date of Inception) to December 31, 2001
(expressed in U.S. dollars)

                                                                                Deficit
                                                                              Accumulated
                                                       Additional             During the
                                                         Paid-in              Development
                                    Shares    Amount     Capital     Total       Stage
                                       #         $          $          $           $
<S>                                <C>        <C>      <C>          <C>      <C>
Balance - June 1, 1999 (Date of
Inception)                                 -        -            -        -             -

 Stock issued for $2,500 of
 organizational expenses           2,500,000    2,500            -    2,500             -

 Additional paid in capital for
 organizational expenses incurred
 by a director on behalf of the
 Company                                   -        -           75       75             -

 Stock issued for License          2,000,000    2,000            -    2,000             -

Net loss for the period                    -        -            -        -        (5,775)
------------------------------------------------------------------------------------------
Balance - December 31, 1999        4,500,000    4,500           75    4,575        (5,775)

Net loss for the year                                                                   -
------------------------------------------------------------------------------------------
Balance - December 31, 2000        4,500,000    4,500           75    4,575        (5,775)

 Stock issued for cash             2,000,000    2,000       18,000   20,000             -

 Stock issued for settlement of
 debt to a related party           2,500,000    2,500       22,500   25,000             -

Net loss for the year                                                             (74,566)
------------------------------------------------------------------------------------------
Balance - December 31, 2001        9,000,000    9,000       40,575   49,575       (80,341)
==========================================================================================
</TABLE>


                                      F-5
    (The accompanying notes are an integral part of the financial statements)
<PAGE>
XIT Solutions.com Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


1.   Development  Stage  Company

     XIT Solutions.com Inc. herein (the "Company") was incorporated in the State
     of Nevada, U.S.A. on June 1, 1999. The Company acquired a license to market
     and distribute a product in Ohio. As discussed in Note 3, this license was
     cancelled and the Company has retained the right to sue the vendor. As a
     replacement for this license, the Company was granted additional rights to
     market and distribute vitamins, minerals, nutritional supplements, and
     other health and fitness products in Spain. The grantor of the license
     offers these products for sale from various suppliers on their Web Site.
     See Note 4 regarding related party transactions.

     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 find
     an appropriate merger candidate. There is no guarantee that the Company
     will be able to raise any equity financing or find an appropriate merger
     candidate. There is substantial doubt regarding the Company's ability to
     continue as a going concern.

     A 10SB Registration Statement was filed on April 12, 2001 which became
     effective on June 12, 2001.


2.   Summary of Significant Accounting Policies

     (a)  Year end

          The Company's fiscal year end is December 31.

     (b)  Licenses

          Costs to acquire licenses are capitalized as incurred. 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. 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.


                                      F-6
<PAGE>
     (d)  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.

     (e)  Revenue Recognition

          The Company will receive from the Grantor of the License, commissions
          of 50% of the profit on all sales made through the Grantor's Web Site.
          The commission revenue will be recognized in the period the sales have
          occurred. The Company will report the commission revenue on a net
          basis as the Company is acting as an Agent for the Grantor and does
          not assume any risks or rewards of the ownership of the products. This
          policy is prospective in nature, as the Company has not yet generated
          any revenue.

3.   Licenses

(a)  The  Company acquired a license to market and distribute a product in Ohio.
     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  $1,167 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 Spain. 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  Grantor  of  the  license  retains  50%  of  the profit on sales made.


4.   Related Party Transactions

     (a)  The  License  referred  to  in  Note  3  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  also  owned  by  the  same  partnership.

     (b)  The  balance  owing  to  the  related parties is non-interest bearing,
          unsecured  and  due  on  demand.

     (c)  The Company advanced $12,000, bearing interest at 7% per annum and due
          on  demand,  to  Modern  Water  Technologies Inc. an operating company
          controlled  by  the  President  of the Company. This loan was provided
          ahead  of an agreement to merge with Modern Water Technologies Inc. to
          advance  its  business. The merger is unlikely to proceed and the loan
          will  be  repaid  by  December  31,  2002.

     (d)  Rent  of $5,100 contributed by the President was charged to operations
          and  treated  as  donated  capital.

     (e)  Consulting  fees  of $25,000 and $12,500 were paid to the President of
          the  Company  and  a  shareholder  respectively.


                                      F-7
<PAGE>
                                   SIGNATURES

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


                            XIT SOLUTIONS.COM, INC.
                        --------------------------------
                                  (Registrant)

               By
                  -----------------------------------------------
                             Peter Merry, President

              Date              March 27, 2002
                  -----------------------------------------------

               By
                  -----------------------------------------------

                            Douglas Levell, Secretary

               Date             March 27, 2002
                  -----------------------------------------------


     *    Print the name and title of each signing officer under his signature.


                                       15
<PAGE>