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

                             FORM 10 K SB/A

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

               For the fiscal year ended December 31, 2001

                     Commission File No.   333-32564

                            XUNANTUNICH INC.


NEVADA                                            76-0602960
(State or other jurisdiction of                 (IRS Employer
incorporation or organization)                    ID Number)

3215 MATHERS AVENUE, WEST VANCOUVER, BC, CANADA   V7V 2K6
   (Address of principal executive office)       (Zip code)

             Issuer's telephone number:      (604) 913-8355

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

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

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registration was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.  Yes X   No____

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

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

State the aggregate market value of the voting stock held by non-
affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock, as of a specific
date within the past 60 days.  As of December 31 2001: $ 12,000

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

The number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.  5,250,000 shares
common stock.  This Form 10K SB consists of 18 pages.


                            TABLE OF CONTENTS

                        FORM 10K SB ANNUAL REPORT

                             XUANTUNICH INC.

PART I
          ITEM                                                            PAGE

               Item   1       Description of Business  ....................1
               Item   2       Description of Property......................5
               Item   3       Legal Proceedings............................6
               Item   4       Submission of Matters to a Vote of Security
                              Shareholders.................................6

PART II

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

PART III

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

          Signatures.......................................................17
PART I

          ITEM 1.  DESCRIPTION OF BUSINESS.

General Description of Registrant

Xunantunich Inc. is a corporation formed under the laws of the State of
Nevada on April 2, 1999 whose principal executive offices are located in
Vancouver, British Columbia, Canada.

The primary objective of the business is 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.  Our license covers the distribution rights for the Province of
Alberta, Canada.  Xunantunich Inc. is in the development stage and has had
no revenues.

Narrative Description of Business

On April 5, 1999 Xunantunich Inc. received from David R. Mortenson &
Associates of Alvin, Texas, the rights to distribute and produce, in the
states of Arizona and Nevada, an oxygen enriched water product for fish
farming, aquaculture, mariculture, poultry raising, and for treating animal
waste from dairies, feedlots of all kinds, and for other similar uses.
These production and distribution rights were received from Mortenson in
exchange for 2,000,000 shares of common stock.  Mortenson acquired these
rights from the inventors of the product, N. W. Technologies, Inc. under a
distribution agreement.  Several months later the contract granting David
R. Mortenson & Associates rights to the technology was withdrawn.
Mortenson sued N.W. Technologies Inc. in Harris County Court, Houston
Texas.

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

The License.

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

Vitamineralherb.com Inc. is a Nevada corporation formed on April 2,1999.
It is a privately held company that was formed specifically to act as a
clearing facility that would distribute health and nutrition products
through distributors in exclusive, defined territories.  The President of
Vitamineralherb.com is David R. Mortenson.

Vitamineralherb.com entered into an agreement with Alta Natural Herbs and
Supplements Ltd. on July 10, 2001 to manufacture and distribute products
produced by Alta Natural Herbs and Supplements Ltd.  Vitamineralherb.com
Inc. will have no inventory and will drop ship all orders via the
manufacturer(s).
On July 10, 2001, Vitamineralherb.com entered into a manufacturing
agreement with Alta Natural Herbs and Supplements Ltd., a publicly held
nutraceuticals-manufacturing firm, located in Richmond, British Columbia,
Canada listed on the Canadian Venture Exchange under the symbol AHS. Alta
Natural Herbs and Supplements Ltd. has been a contract manufacturer of
vitamin, mineral, nutritional supplement, and alternative health products
for various marketing organizations for approximately eight years.  Alta
Natural Herbs and Supplements Ltd. incurred a net loss of $270,566 for the
six-month period ended April 30, 2001 and incurred a loss of $244,536 over
the same six-month period in 2000.  Alta Natural Herbs and Supplements Ltd.
has never operated at a profit since its inception in 1993.

As of April 30, 2001, Alta Natural Herbs and Supplements Ltd. had total
assets of $1,019,204 and current assets of $590,797, total liabilities and
current liabilities of $309,432 and a net worth of $709,672.

In addition to a line of standard products, Alta Natural Herbs and
Supplements Ltd. is able to manufacture custom blended products for
customers. Alta Natural Herbs and Supplements Ltd.  also has the capability
to supply privately labeled products for Xunantunich Inc. customers at a
minimal added cost. Vitamineralherb.com has just begun developing its
vitamin marketing and distributorship business.

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

Xunantunich Inc. (and its customers) will have access to all products
offered on the Vitamineralherb.com website, as well as the ability to order
custom-formulated and custom-labeled products.  Vitamineralherb.com sets
the price for products based on the manufacturer's price, plus a markup,
which provides a 10% commission to Vitamineralherb.com and a profit for
Xunantunich Inc.

Three different labeling options are available to customers:

     -    products may be ordered with the manufacturer's standard label with no
       customization.
     -    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.
     -    labels may be completely customized for the health or fitness
       professional.

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

Xunantunich Inc. is not obliged to purchase and maintain a large inventory,
an order desk or shipping department.  This method of doing business, which
only a short time ago would be unthinkable is now a preferred way of
shopping (whether wholesale or retail) for a large segment of the
population of North America.

The website is maintained by Vitamineralherb.com and each licensee pays an
annual website maintenance fee of $500. All financial transactions will be
handled by Vitamineralherb.com's Internet clearing bank. The
Vitamineralherb.com Webmaster will download e-mail orders several times a
day, check with the clearing bank for payment and then submit the product
order and electronic payment to Alta Natural Herbs and Supplements Ltd.
Vitamineralherb.com then forwards the money due Xunantunich Inc. via
electronic funds transfer.

Vitamineralherb.com's software tracks all sales through the customer's
identification number, and at month end, e-mails to Xunantunich Inc. a
detailed report including sales commissions. Vitamineralherb.com has
indicated that it will use e-commerce advertising such as banner ads on
major servers and websites, as well as attempting to insure that all major
search engines pick Vitamineralherb.com first. All sales originating from
the website to customers located in Alberta will automatically be assigned
to Xunantunich Inc.

The Territory.

The Province of Alberta, Canada reached a population of 3,000,000 this year
and is considered to be one of the most prosperous jurisdictions in the
country.  The two major cities, Calgary and Edmonton, the provincial
capital have populations of 950,000 and 850,000 respectively.  The Province
of Alberta has had a balanced budget for several years and recently a law
was passed that required the province to be debt free by the year 2005.
They have also announced that provincial income taxes will be eliminated in
the next several years.

The principal industries in Alberta are agriculture, producing grain, oil
seeds and cattle, oil and gas, coal mining and tourism.  Alberta produces a
large majority of fossil fuels in Canada and is large exporters to the USA
of oil and natural gas.  High quality smelting coal is shipped to Japan and
Korea.  The province is the home of two famous national parks, Banff and
Jasper.

Our research has indicated that there are nearly 6,000 health
professionals, martial arts instructors, fitness centers and personal
trainers in Alberta

Implementation of the business plan.

Xunantunich Inc.'s business plan is to sell Vitamineralherb.com products to
targeted markets.   If we are unable to sell 1,000,000 shares we will not
be able to fully implement the business plan shown in the milestones below
and your investment may become worthless.  Xunantunich Inc. shall employ
salespeople to call on medical professionals, alternative health
professionals, martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and other fund
raising programs and other similar types of customers to interest these
professionals in selling to their clients high-quality, low-cost vitamins,
minerals, nutritional supplements, and other health and fitness products.
These professionals would sell the products to their clients and order them
through the Internet.

Milestones:

1.   Establishment of an office.  One administration office is planned for
     the whole province.  Sales people would office in their own homes.  The one
     office that we would establish would act as a coordinating and business
     office, looking after sales support, bookkeeping and payroll.  We estimate
     that office space will cost in the neighborhood of $16 per square foot
     including taxes and insurance.  We estimate that we will require about
     1,000 square feet initially.  We will be unable to obtain this milestone
     unless we are able to arrange for a minimum capital base of $100,000.  If
     we are unable to raise sufficient funds for office space, we will consider
     other options such as having sales persons operating out of their homes,
     but we currently have no contingency plan for this.

2.   Recruiting of sales people.  We estimate that we will require two
     sales people to cover the Province of Alberta; one headquartered in the
     city of Calgary covering the south half of the province and the other in
     Edmonton, the Provincial Capitol.  Sales people will be provided with a
     basic draw against commissions of $1,000 per month.  Our plan is have them
     initially cover the two major cites, thereby keeping expenses to a minimum.
     From Calgary and Edmonton, the secondary cities of Red Deer, Lethbridge,
     Peace River and Lloydminster will be covered.  Potential customers in rural
     Alberta, with its' hundreds of small towns and villages will be pre-
     qualified by telephone and then paid a sales call.  Cost of recruiting is
     estimated at $3,000.  The sale of at least 500,000 common shares by us
     would raise approximately enough money to obtain this milestone.

3.   Advertising.  We envision advertising of our products and services as
     a very low-keyed approach.  We believe that direct mail is the best and
     most cost effective method of reaching our potential clients.  Due to the
     fact that we are targeting a fairly narrow segment of the population as
     potential retailers, a well-designed mail piece and cover letter with
     follow up by telephone should be adequate to introduce us to our potential
     clients.  Design and production of a mailing piece is estimated at $7,000


4.   Generation of Revenues.  Management of Xunantunich believes that a
     planned, slow-but-steady growth pattern will serve the organization in
     the best fashion.  By keeping costs low and concentrating first on the
     major centers, we believe that we can generate revenues in a fairly
     short time but there can be no assurance of this.  We hope that each
     initial order will provide a comparatively large purchase by the
     retailer.  After that the distributors will order product as they
     require it.  We hope that the initial surge of orders will provide
     enough cash flow to keep from using our working capital too rapidly
     and that we will be able to reach a break-even point or a small profit
     position before our capital is used up.

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

The vitamin, supplement, mineral and alternative health product market.

In recent years, a growing awareness of vitamins, herbs, and other dietary
supplements by the general public has created a whole new segment in the
field of medicine and health care products. According to Jupiter
Communications, online sales of such products are expected to be US $434
million in the year 2003, up from $1 million in 1998. We believe 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.

The removal of most, if not all import duties, under the NAFTA accord
enables Xunantunich Inc. to import its goods without undue trouble or
delay.  Some of sources relied upon for product will undoubtedly be located
in Canada and will be easily available to Canadian customers as well as
being exported to the United States.

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

Our competitors can be divided into several groups including:

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

Many of our potential competitors have longer operating histories, larger
customer or user base, greater brand recognition and significantly greater
financial, marketing and other resources than we have.  Even if we were
able to raise $200,000 on terms acceptable to management, we would only
have a maximum of $50,000 in working capital and therefore would probably
continue at a competitive advantage with respect to established companies.
In addition, an online retailer may be acquired by, receive investments
from, or enter into other commercial relationships with, larger, well-
established and well-financed companies as use of the Internet and other
electronic services increases.

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

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

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

Xunantunich 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, our online competitors can duplicate
many of the products or services offered on the Vitamineralherb.com site.

We believe that traditional retailers of vitamins, supplements, minerals
and other alternative health products face several challenges in
succeeding:

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

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

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

-    Broad Expandable Product Assortment. Xunantunich Inc.'s product
  selection is substantially larger than that offered by store-based
  retailers.
-    Low Product Prices. Product prices can be kept low due to volume
  purchases through Xunantunich Inc.'s affiliation with Vitamineralherb.com
  and other licensees.  Our not having an inventory, warehouse space and need
  for limited administration will also help us to maintain lower prices. All
  products are shipped from Alta Natural Herbs and Supplements Ltd.
  inventory.
-    Accessibility to Customized Products. At minimal cost, health and
  fitness practitioners may offer their customers customized products.
-    Access to Personalized Programs. Health or fitness professional can
  tailor vitamin and dietary supplement regimes to their clients.

Regulatory Environment.

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products we intend to sell in Canada are or may be
subject to regulation by Health Canada which administers the Food and Drugs
Act along with relevant regulation thereto. Regulated products include
herbal remedies, natural health remedies, functional foods and
nutraceuticals. Health Canada regulates the Alta Natural Herbs and
Supplements Ltd., manufacture, labeling and distribution of foods,
including dietary supplements, cosmetics and over-the-counter or
homeopathic drugs. Under the Food and Drugs Act, a variety of enforcement
actions are available to Health Canada against marketers of unapproved
drugs or "adulterated" or "misbranded" products. These include: criminal
prosecution; injunctions to stop the sale of a company's products; seizure
of products; adverse publicity, "voluntary" recalls and labeling changes.

The Consumer Packaging and Labeling Act, as administered by Industry
Canada, requires that certain information labeling be presented in a
prescribed manner on all foods, drugs, dietary supplements and cosmetics. A
product may be deemed an unapproved drug and "misbranded" if it bears
improper claims or improper labeling.

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Xunantunich 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 Alta Natural
Herbs and Supplements Ltd., manufacture, labeling and distribution of
foods, including dietary supplements, cosmetics and over-the- counter or
homeopathic drugs.

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

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.

It is possible that the statements presented in connection with product
descriptions on Xunantunich Inc.'s site may be determined by the Food and
Drug Administration to be drug claims rather than nutritional statements.
Some of Xunantunich 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 or
modify some statements, products or labeling from its website.

Xunantunich Inc. cannot predict the nature of any future Canadian or U.S.
laws and regulations nor can it determine what effect additional
governmental regulations or administrative orders would have on our
business in the future. Although the regulation of dietary supplements is
less restrictive than that of drugs and food additives Xunantunich Inc.
cannot assure you that the current statutory scheme and regulations
applicable to dietary supplements will remain less restrictive.

Any laws, regulations, enforcement policies, interpretations or
applications applicable to Xunantunich Inc.'s business could require the
repackaging or reformulation of certain products to meet new standards, the
recall or dropping of certain products, additional record keeping, expanded
documentation of the properties of certain products, expanded or different
labeling.

Regulation of the Internet.

In general, existing laws and regulations apply to the Internet.  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 Internet and do not address the unique issues of the Internet or
electronic commerce.

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

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

Employees.

Xunantunich Inc. is a development stage company and currently has no
employees. Xunantunich Inc. is currently managed by Mark, Florence, Michael
and Grant Cramer, its officers and directors. Xunantunich Inc. looks to the
Cramers for their management and financial skills and talents. For a
complete discussion of the Cramer family'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 other than sales people to set up
accounts.


Item      2.   Description Of Property

Xunantunich Inc. maintains a mailing address at the office of one of its
shareholders, but otherwise does not maintain an office.  We pay no rent
and own no real estate.

Item      3.   Legal Proceedings

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

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

There have been no matters submitted to a vote of the security holders
during the fourth quarter of the fiscal year ended December 31, 2001.


PART II

Item      5.   Market for Common Equity and Related Stockholder Matters

Xunantunich Inc. is a development stage company that is still in the
beginning stages of implementing its business plan.  No market currently
exists for the common stock.  It is the intention of Xunantunich Inc. to
apply for a trading symbol and a listing to have its shares quoted on the
Over-the-Counter Bulletin Board.  There can be no assurance that the
request of Xunantunich Inc. to have the price of its stock quoted on the
Over-the-Counter Bulletin Board will be granted.

We have 25 stockholders as at December 31, 2001.

On April 2, 1999, Xunantunich Inc. issued 500,000 shares of common stock to
the officers and directors as founders' shares in return for the time,
effort and expenditures to organize and form the corporation.  On April 28,
1999 Xunantunich Inc. issued 200,000 shares of common stock each to ten
individuals for a total of 2,000,000 shares in return for the water
treatment rights for the states of Arizona and Nevada and the development
of the business plan.  These securities were issued in reliance upon the
exemption contained in Section 4(2) of the Securities Act of 1933 and in
reliance upon Regulation S.  These securities were issued to the promoters
of the company, bear a restrictive legend and were issued solely to
citizens of Canada.  In addition, the 200,000 shares issued for the water
treatment rights were issued in reliance on Section 3(b) of the Securities
Act of 1933 and Rule 504 of regulation D promulgated thereunder.

On August 17, 1999, the Board of Directors of Xunantunich Inc. filed an
amendment to its Articles of Incorporation with the state of Nevada
increasing the authorized capital to 100,000,000 shares of common stock.

On November 24, 1999 all 2,500,000 shares of common stock of Xunantunich
Inc. were purchased by the present shareholders.  They immediately affected
a two - to - one forward split for a total of 5,000,000 issued and
outstanding shares

On April 30, 2000 100,000 shares of common stock at a price of $0.10 per
share were issued for cash.  This capital was spent on preparation and
amending this registrations statement and updating of financial statements.

On October 10, 2001 150,000 shares of common stock were issued at a price
  of $0.01 per share.

Rule 144 Shares

Of the shares issued and described above, all 5,250,000 shares are
available to be sold to the public in accordance with the volume and
trading limitations of Rule 144.  In general, under Rule 144, as currently
in effect, a person who has beneficially owned shares of a company's common
stock for a least one year is entitled to sell within every three month
period a number of shares that does not exceed the greater of:

  a)   1% of the number of shares of the company's common stock then
     outstanding, which in our case will equal 52,500 shares as of the date of
     this report; or

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

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

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

As of the date of this report persons who are affiliates hold 4,490,000 of
the 5,250,000 shares that may be sold pursuant to Rule 144.


Item     6    Management Discussion and Analysis or Plan of Operation

Subject to adequate financing being available, Xunantunich Inc. intends to
proceed as quickly as possible to hire one or more sales representatives to
present its service to potential customers.  Geography is an obstacle that
must be dealt with.  The Province of Alberta is very large, making adequate
coverage by one salesperson virtually impossible.  A minimum of two
representatives will be necessary.  After opening accounts, these
representatives will be necessary to service existing customers.  Research
has indicated that this servicing or detailing of already established
accounts results in larger increases in reorders of product.

Estimated expenses for the next twelve months are as follows:
                                                US Dollars    CN Dollars
Two sales persons (draw against commissions)
     @ $1000 per month*
                                                  $ 36,000       $54,000
     Administration                               $ 12,000       $18,000
     Employee benefits                            $ 16,000    $ 24,000
     Office rent                                  $ 12,000    $ 18,000
     Office supplies ( including furniture)       $ 10,000    $ 15,000
     Development stage costs (including
     recruiting costs)                           $   1,000    $  1,500
     Website maintenance                         $     500    $    750
     Contingency (10%)                           $   8,750    $ 13,125

Total first year expenses                        $  96,250    $144,375

* All figures shown are in United States and Canadian dollars.  A
conversion rate of 1.5 was used.

If the adequate capital is not made available management would be forced to
decide whether or not to proceed with the business and either delay
starting or cancel the project completely.


If less than the optimum amount of capital is available, operations would
be scaled down.  One sales person would be hired instead of two; an officer
and director at no cost would handle administration.  The same officer and
director would supply office space during the start-up process.  Growth
would be much slower and Xunantunich Inc. would not be able to rent office
space and hire administrative help until sales volumes and gross profits
were large enough


Item 7.   Financial Statements

Audited financial statements for the year ended December 31, 2001 follow.








                             XUNANTUNICH INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)






                               AUDIT REPORT

                             DECEMBER 31, 2001























                         Janet Loss, C.P.A., P.C.
                        Certified Public Accountant
                      1780 South Bellaire, Suite 500
                          Denver, Colorado 80222
                             XUNANTUNICH INC.
                      (A DEVELOPMENT STAGE ENTERPRISE)

                       INDEX TO FINANCIAL STATEMENTS

                             TABLE OF CONTENTS



ITEM                                                           PAGE

Report of Certified Public Accountant.............................9

Balance Sheets, December 31, 2001 and 2000.......................10

Statement of Operations, the years ended September 30, 2001 and
2000 And the period, April 2, 1999 (Inception) through December
31, 2001.........................................................11

Statement of Stockholders' Equity  (Deficit) for the period
April 2, 1999 (Inception) through December 31, 2001..............12

 Statement of Cash Flows for the years ended December 31, 2001
and 2000 and for  the period from April 2, 1999 (Inception)
through December 31, 2001........................................13

Notes to Financial Statements...............................14 & 15



















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

                       INDEPENDENT AUDITOR'S REPORT

Board of Directors
XUNANTUNICH INC.
3215 Mathers Avenue
West Vancouver, BC V7V 2K6
Canada

I have audited the accompanying Balance Sheet of Xunantunich Inc. (A
development stage enterprise) as of December 31, 2001 and 2000, the
Statements of Operations, Stockholders' Equity, and Cash Flows for the
years ended December 31, 2001 and 2000 and for the period April 2, 1999
(Inception) through December 31, 2001.  These financial statements are the
responsibility of the Company's management.  My responsibility is to
express an opinion on these financial statements based on my audits.

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

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Xunantunich Inc. (a
development stage enterprise) as of December 31, 2001 and 2000; the results
of its operations and changes in its cash flows for the years ended
December 31, 2001 and for the period from April 2, 1999 (Inception) through
December 31, 2001, in conformity with generally accepted accounting
principles.


Janet Loss, C.P.A., P.C.
March 16, 2002

                             XUNANTUNICH INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                              BALANCE SHEETS
                     AS AT DECEMBER 31, 2001 AND 2000
                                                        2001         2000
                                  ASSETS

CURRENT ASSETS:                                     $     0         $     0

OTHER ASSETS

          LICENSE     RIGHTS                              0               0

TOTAL      ASSETS                                         0               0

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:                                  7,500               0

STOCKHOLDERS' EQUITY:
     COMMON STOCK, $0.001 PAR
     VALUE; 100,000,000 SHARES
     AUTHORIZED AND 5,250,000 SHARES
     ISSUED AND OUTSTANDING                           2,750           2,750

     ADDITIONAL PAID-IN CAPITAL                      11,284          11,284

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

     (DEFICIT) ACCUMULATED DURING
     THE DEVELOPMENT STAGE                          (19,534)        (12,034)

TOTAL STOCKHOLDERS'  EQUITY (DEFICIT)              (  7,500)              0

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $   0             $ 0



  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
                             XUNANTUNICH INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                         STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
              AND FOR THE PERIOD APRIL 2, 1999 (INCEPTION)
                         THROUGH JANUARY 31, 2001
                                                            INCEPTION
                                                             THROUGH
                                               DEC 31      DEC 31     DEC 31
                                                 2001        2000      2001

REVENUES:                                     $    0       $    0      $   0


OPERATING EXPENSES:

   LEGAL  AND  ACCOUNTING FEES                 6,300        9,500     15,960
  TAXES AND LICENSES                               0            0        320
      OFFICE EXPENSES AND FILING FEES          1,200        2,000      3,254

TOTAL    OPERATING   EXPENSES                 (7,500)      11,500     19,534

NET   (LOSS)  FOR  THE  PERIOD             $  (7,500)  $  (11,500) $ (19,534)


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


WEIGHTED AVERAGE NUMBER OF
COMMON     SHARES    OUTSTANDING           5,250,000    5,112,500    5,166,666







 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
                             XUNANTUNICH INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                  FOR THE PERIOD APRIL2, 1999 (INCEPTION)
                         THROUGH DECEMBER 31, 2001

<TABLE>
<CAPTION>

                                                         DEFICIT
                  COMMON                                 ACCUMULATED
                   STOCK   COMMON  ADDITIONAL            DURING THE   TOTAL
                  NUMBER   STOCK   PAID-IN     DEEMED    DEVELOPMENT  STOCKHOLDER
                    OF     AMOUNT  CAPITAL     DIVIDEND     STAGE     EQUITY
                  SHARES

<S>               <C>      <C>     <C>         <C>       <C>          <C>
APRIL 2, 1999
ISSUANCE OF
COMMON STOCK
FOR CASH          500000   500     34           0         0            534


APRIL 2, 1999
ISSUANCE OF
COMMON STOCK
FOR LICENSE       2000000  2000    0            (2,000)   0            0
RIGHTS

NOVEMBER 24,
1999 ISSUANCE
OF COMMON
STOCK 2-1         2500000  0       0             0        0            0
SPLIT

DEFICIT FOR
THE PERIOD
APRIL 2/99
(INCEPTION)       0        0       0             0         (534)        (534)
THRU DECEMBER
31, 1999


BALANCE
12/31/99          5000000   2500    34           (2000)     (534)        0

APRIL 30,2000
ISSUANCE OF
COMMON            100000    100      9,900        0          0             10000
STOCK FOR
CASH

OCTOBER 10,
2000 ISSUANCE     150000    150      1,350        0          0             1,500
OF COMMON
STOCK


DEFICIT FOR
THE PERIOD         0         0         0          0          (11,500)      (11,500)
ENDED DECEMBER
31, 2000


BALANCE
12/31/00           5250000   2,750     11,284     (2000)      (12,034)      0


DEFICIT FOR
THE YEAR
ENDED              0         0          0          0           (7,500)       (7,500)
DECEMBER
31, 2001

BALANCES
12/31/01           5250000   2,750       11,284     (2,000)     (19,534)      (7,500)


</TABLE>









  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS
                             XUNANTUNICH INC.
                     (A DEVELOPMENT STAGE ENTERPRISE)

                         STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
               AND FOR THE PERIOD APRIL 2, 1999 (INCEPTION)
                         THROUGH DECEMBER 31, 2001


                                                                 INCEPTION
                                                                 THROUGH
                                       DECEMBER 31  DECEMBER 31  DECEMBER 31
                                          2001         2000         2001
CASH FLOWS FROM (BY)
OPERATING ACTIVITIES:

   NET  (LOSS  FOR  THE PERIODS         (7,500)       (11,500)     (19,534)

  LESS INCREASE IN
  ACCOUNTS PAYABLE                       7,500           0           7,500

NET CASH FROM (BY)
OPERATING ACTIVITIES                         0        (11,500)     (12,034)

CASH FLOWS FROM
INVESTING ACTIVITIES:

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


CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:

   ISSUANCE OF COMMON STOCK                  0         11,500       14,034

INCREASE (DECREASE) IN CASH                  0            0            0
CASH, BEGINNING OF PERIOD                    0            0            0

CASH, END OF PERIOD                $         0            0            0



 THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
                             XUNANTUNICH INC.
                      (A DEVELOPMENT STAGE ENTERPRISE)

                       NOTES TO FINANCIAL STATEMENTS
                             DECEMBER 31, 2001


NOTE I - ORGANIZATION AND HISTORY

Xunantunich Inc. is a Nevada Corporation and the Company has been in the
development stage since its formation on April 2, 1999.

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

On April 2, 1999, Xunantunich Inc. issued 500,000 shares of common stock to
its officers and directors as founders' shares in return for the time,
effort and expenses to organize and form the corporation.  On April 2, 1999
the Company issued 2,000,000 shares of common stock to ten individuals in
exchange for certain license rights.  On November 24, 1999 the Company
forward split all of the issued and outstanding shares on a 2 - 1 basis.
On April 30, 2000 100,000 shares were issued for cash and in October 10,
2000 150,000 shares were issued for cash.

NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DEVELOPMENT STAGE ACTIVITIES

The Company has been in the development stage since inception.

ACCOUNTING METHOD

The Company records income and expenses on the accrual method.

REVENUE RECOGNITION POLICIES

Revenue will be recognized on a net commission basis.  The Company  has  no
research and development expenses.

CASH AND CASH EQUIVALENTS

Cash  and  cash  equivalents includes cash on hand, cash  on  deposit,  and
highly  liquid  investments with maturities generally of  three  months  or
less.  At December 31, 2001, there was $0 in cash equivalents.


YEAR END

The Company has elected to have a fiscal year ended December 31.

USE OF ESTIMATES

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


NOTE III - RELATED PARTY TRANSACTIONS

The Company has entered into an agreement made effective July 1,
1999 with David R. Mortenson & Associates (Grantor) to receive the
rights to distribute the water treatment products developed by NW
Technologies, Inc. for the States of Arizona and Nevada. Minimum
purchase requirements were $125,000 the first year and $175,000 the
second year.

On July 6, 1999 the Company filed a Form D pursuant to Section 3(b)
of the Securities Act and Rule 504 promulgated thereunder, with the
Securities and Exchange Commission registering the issuance of
200,000 shares of common stock to each of the ten general partners
of David R. Mortenson and Associates, a Texas general Partnership.
The shares were issued at a price of $0.001 per share being the par
value per share for a total of $2,000 in exchange for the water
remediation license. The water remediation license is recorded a
cost of $NIL, being the original cost of the license to David R.
Mortenson and Associates.  The difference between the issue price of
the shares and the cost of the license is recorded as a deemed
dividend.

The agreement with David R. Mortenson & Associates was entered into
by previous management.

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

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

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

Due to the dispute regarding the water remediation license, David R.
Mortenson and Associates gave and additional license to the Company
on January 20, 2000.  The license is to distribute vitamins,
minerals, herbs and other health products and supplements via the
Internet.  The license calls for a 10% add-on for all products
purchased and an annual $500 website maintenance fee.  The effective
date of the License Agreement was January 3, 2000.  The license is
for an initial three years from the effective date and is
automatically renewable unless either party to the license agreement
gives ninety days written notice of non-renewal prior to expiration
date.  No amounts have been recorded in these financial statements
regarding the granting of the license.
Dorothy Mortenson is the wife of David R. Mortenson.  She is an
original incorporator of the Company and served as Corporate
Secretary until January 17, 2000 when her shares were purchased by
present management. David R. Mortenson is a principal in both David
Mortenson & Associates and Vitamineralherb.com.  Neither Mr. nor
Mrs. Mortenson own or have owned any of the Company's securities
since November 24, 1999.  Outside of his association with
Vitamineralherb.com, Mr. Mortenson has no connection with
Xunantunich.  As a result, management considers that he is at arms
length with the Company.

Xunantunich Inc. has expended a total of $12,034 to date on legal
and accounting fees and office expenses to do with the preparation
and filing (Edgar) of this registration statement and amendments.


 NOTE IV - SUBSEQUENT EVENTS

On  August  27,  2001  the  United States  Securities  and  Exchange
Commission declared the Company's  SB2  registration statement
effective.  On  February  27, 2002  management allowed the offering
contained in the  registration statement  to  expire unsold,
determining to seek more  advantageous financing elsewhere.

Item 8.   Changes And Disagreements With Accountants On Accounting
And Financial Disclosures

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


PART III

ITEM  9.      Directors, Executive Officers, Promoters  And  Control
Persons; Compliance With Section 16(A) Of The Exchange Act

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

Name                      Age            Position    Period of Service

Mark Cramer               61             President
                                     and Director since November, 1999

Florence Cramer           61             Secretary/Treasurer and
                                         Director since November, 1999

Michael Cramer            36             Vice President and
                                         Director since December, 1999

Grant Cramer              30             Director since
                                         December, 1999


The  Directors  of  the Company hold office until  the  next  annual
meeting  of  the shareholders and until their successors  have  been
elected and have qualified.  There is no family relationship between
and executive officer and director of the Company.

All  of  our directors have other business interests and as a result
will  spend  only  a  portion of their time on  an  as-needed  basis
conducting  the affairs of the Company.  Our president, Mark  Cramer
has  indicated that he will devote full time to the business  should
we  obtain the quotation of the shares on the OTC Bulletin Board and
the successful attraction of additional capital on terms suitable to
Xunantunich.

Business Experience.

Mark Cramer.  Mr. Cramer, Xunantunich Inc.'s President has served as
an officer and director since November 1999.  Since 1988, Mr. Cramer
has been actively involved as a Financial Consultant in the Province
of British Columbia, Canada.  He holds a Masters Degree from Simon
Fraser University.  He has a Chartered Financial Planning degree.  He
is also President and Chairman of River Ranch Resort Corp., a full
service facility catering to hunters, fishermen, snowmobilers and
nature lovers.

In 1987, Mr. Cramer retired after a twenty-five year career as
teacher, principal and Administrative Assistant to the Superintendent
of Schools, District #57, British Columbia.

Florence Cramer.  Mrs. Cramer, Xunantunich Inc.'s Secretary/Treasurer
has served as an officer and director since November 1999.  She has a
multi-year background as a Life Underwriter and Financial Planner.
Mrs. Cramer holds a diploma in Office Administration.

Michael Cramer.  Mr. Cramer, Xunantunich Inc.'s Vice President has
served as an officer and director since December 1999.  From 1985 to
2001he was involved in the financial services field holding Life
Insurance and Mutual Fund licenses as well as being registered to
sell securities in the Province of British Columbia through the
family-owned company, IDF Financial Services, Inc.

Grant Cramer.  Mr. Cramer has served as a director of Xunantunich
Inc. since December 1999.


Item 10.  Executive Compensation

During the year ended December 31, 2001, the officers of the Company
received no salary or benefits.  At the present time none of the
officers or directors receives any salaried compensation for their
services. The Company has no formal policy or plan regarding payment
of salaries, but should it pay them, it would be in conformance with
general business considerations as to the payment of same, such as
the desire to compensate officers and employees for time spent on
behalf of the Company.

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

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

Item      11. Security Ownership Of Certain Beneficial Owners And
Management

The following table sets forth information, as of the date of this
report, persons known to the Company as being the beneficial owner
of over 5% of the Company's Common Stock.

Name and Address of                  Amount and Nature     Percent of
Owner                                of Ownership          Ownership

Mark Cramer*
6822 Valleyview Drive
Prince George, BC V2K 4C6 Canada       1,915,000             38.30

Michael Cramer*
2408 Panorama Place
Prince George, BC V2K 4T9 Canada       1,350,000             27.00

Florence Cramer*
6822 Valleyview Drive
Prince George, BC V2K 4C6 Canada       1,000,000             20.00

Grant Cramer*
#202 - 8636 Laurel Street
Vancouver, BC V6P 3V6    Canada          225,000             04.50

All directors and executive
Officers as a group (4 persons)        4,490,000             89.80%


Item 12.  Certain Relationships and Related Transactions

All of the officers and directors of Xunantunich Inc. are related.
Florence Cramer, Xunantunich Inc.'s Secretary/Treasurer and a
director is the wife of Mark Cramer, Xunantunich Inc.'s President and
a director.  Both Michael Cramer, Vice President and director and
Grant Cramer, director are the adult sons of Mark and Florence
Cramer.  All of the officers and directors of Xunantunich Inc. have
independent means and incomes and state categorically that they are
not holding any shares beneficially for any other person.

Item 13   Exhibits and Reports for Form 8-K

     Exhibit

     3.1  Articles of Incorporation*
     3.2  Bylaws*
     10.1 License Agreement*
     10.2 Assignment of License Agreement*
     10.3 License Agreement - Water*
     10.4 Manufacturing Agreement between Vitmineralherb.com and Alta*

* Previously supplied.

There are no Exhibits or Reports on Form 8-K





SIGNATURES

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

XUNANTUNICH INC.         By:        /S/ Mark Cramer
                                        Mark Cramer,
                                        Director and President


                         By:  /S/  Florence Cramer
                                   Florence Cramer, Director and
                                   Secretary/Treasurer
May 25, 2002