U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  Form 10-KSB/A


 Annual report under section 13 or 15(d) of the Securities Exchange Act of 1934
                    for the fiscal year ended July 31, 2002.

                         The Vermont Witch Hazel Company
                         ------------------------------
                            (Exact name of Registrant
                            as specified in charter)

         Vermont                       333-42036                  95-4502724
(State or other jurisdiction          (Commission             (I.R.S. Employee
    of incorporation)                  File Number)          Identification No.)


                         2591 Dallas Parkway, Suite 102
                                Frisco, TX 75034
                    (Address of principal executive offices)


        Registrant's telephone number, including area code: 469-633-0100

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

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

                          Common Stock, par value $.00
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days. Yes [X]
No [ ]

Check if 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]

The Registrant's revenues for its most recent fiscal year were: $10,572.

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and ask price of such common  equity,  as of August 23,
2002 was $868,350.00.

Transitional Small Business Disclosure Format:
Yes [ ]  No  [X]

<PAGE>

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

Plan of Operation

         Our current business plan is to seek,  investigate,  and, if warranted,
acquire  one or more  properties  or  businesses,  and to pursue  other  related
activities  intended to enhance our stockholder's  value for their investment in
our common stock.  The  acquisition of a business entity may be made by purchase
of stock,  merger,  exchange of stock,  or purchase of assets.  We have  nominal
capital,  and it is unlikely that we will be able to take advantage of more than
one such business opportunity. We intend to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.  We can give no
assurance  that we will be  successful  in finding  or  acquiring  any  business
entity,  or that any acquisition that occurs will be on terms that are favorable
to us or our stockholders.

         We have in the  past  engaged  in  preliminary  negotiations  with  the
principals  of small  business  enterprises,  but have been unable to obtain any
agreements or commitments from such parties.

         We do not propose to restrict our search for  investment  opportunities
to any particular  geographical area or industry, and may, therefore,  engage in
essentially any business, to the extent of our limited resources.  This includes
industries such as service,  finance,  natural  resources,  manufacturing,  high
technology,  product  development,   medical,  communications  and  others.  Our
management's   discretion  in  the  selection  of  business   opportunities   is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions,  and other  factors,  including  our ability to raise  capital  from
private investors in the future.

Investigation and Selection of Business Opportunities

         Our  management  believes  that various  types of  potential  merger or
acquisition  candidates  might  find  a  business  combination  with  us  to  be
attractive. These include acquisition candidates (1) desiring to create a public
market  for  their  shares  in order to  enhance  liquidity  for  their  current
stockholders,  (2) which have long-term  plans for raising  capital  through the
public sale of securities and which believe that the possible prior existence of
a public  market for their  securities  would be  beneficial,  (3) which plan to
acquire  additional  assets through issuance of securities rather than for cash,
and which believe that the  possibility  of  development  of a public market for
their securities will be of assistance in that process.  Acquisition  candidates
that  have a need  for an  immediate  cash  infusion  are not  likely  to find a
potential business combination with us to be an attractive alternative.

         The analysis of business  opportunities  will be undertaken by or under
the supervision of our president,  Kevin Halter,  Jr. We anticipate that he will
consider,  among other things, the following factors in the analysis of business
opportunities:

         o        Potential  for  growth  and  profitability,  indicated  by new
         technology, anticipated market expansion, or new products;

         o        His perception of how any particular business opportunity will
         be received by the investment community and by our stockholders;

         o        Whether,  following  the business  combination,  the financial
         condition  of the  business  opportunity  would  be,  or  would  have a


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<PAGE>

         significant  prospect in the foreseeable future of becoming  sufficient
         to enable our  securities to qualify for listing on an exchange or on a
         national automated securities quotation system, such as NASDAQ SmallCap
         Market;

         o        Capital requirements and anticipated  availability of required
         funds,   to  be  provided   through  the  private  sale  of  additional
         securities;

         o        The extent to which the business opportunity can be advanced;

         o        Competitive position as compared to other companies of similar
         size and experience  within the industry  segment as well as within the
         industry as a whole;

         o        Strength and diversity of existing  management,  or management
         prospects that are scheduled for recruitment;

         o        The cost of our  participation  as compared  to the  perceived
         tangible and intangible values and potential; and

         o        The accessibility of required management expertise, personnel,
         raw materials,  services,  professional assistance,  and other required
         items as such factors relate to the target company.

         No one of the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available data. Potential investors must
recognize that, because of our lack of capital for investigation and our lack of
management  for business  analysis,  we may not discover or adequately  evaluate
adverse facts about the target company, its business and management.

         We are  unable to  predict  when we may be able to  acquire a  business
entity.  We expect,  however,  that the analysis of specific  proposals  and the
selection of a business opportunity may take several months or more.

Possible Business Transactions

         We can not predict the manner in which we may participate in a business
transaction with an acquisition target.  Specific business opportunities will be
reviewed as well as the respective  needs and desires of our  stockholders  and,
upon the basis of that review and our relative negotiating  strength,  the legal
structure or method deemed by  management to be suitable will be selected.  Such
structure  may  include,  but may not be limited to,  leases,  purchase and sale
agreements,  licenses, joint ventures and other contractual arrangements. We may
act directly or indirectly through an interest in a partnership,  corporation or
other form of organization.  Implementing such structure may require our merger,
consolidation  or  reorganization  with  other  corporations  or other  forms of
business organization,  and although it is likely, we can give no assurance that
we would be the  surviving  entity.  In  addition,  our present  management  and
stockholders  most  likely  will not have  control of a  majority  of the voting
shares of the company following a reorganization  transaction. As part of such a
transaction,  our current officers and directors may resign and new officers and
directors may be appointed without any vote by stockholders.

         It is likely  that we will  acquire  our  participation  in a  business
transaction  through  the  issuance  of our  common  stock or other  securities.
Although the terms of any such  transaction  cannot be  predicted,  it should be
noted that in certain  circumstances the criteria for determining whether or not
an  acquisition  is a so-called  "tax free"  reorganization  under the  Internal
Revenue  Code of 1986,  depends  upon the  issuance to the  stockholders  of the
acquired company of a controlling  interest  (usually 80% or more) of the common
stock of the combined entities  immediately  following the reorganization.  If a


                                       3
<PAGE>

transaction  is structured  to take  advantage of these  provisions  rather than
other "tax free"  provisions  provided  under the  Internal  Revenue  Code,  our
current  stockholders will retain in the aggregate 20% or less of the issued and
outstanding shares. This could result in substantial  additional dilution in the
equity of our stockholders  prior to such  reorganization.  Any such issuance of
additional shares might also be done  simultaneously  with a sale or transfer of
shares  representing  a  controlling  interest of our company by our  president,
director and principal  stockholder.  Additionally,  upon a business combination
with an operating company,  we will be required to report the transaction to the
Commission on a Current Report on Form 8-K with disclosure as required  pursuant
to a  registration  statement  on Form 10-SB.  This could  result in  additional
expense to us as well as delaying the consummation of an acquisition.

Our History

The Vermont Witch Hazel Company was  incorporated on August 3, 1994 in the State
of  Vermont.  On October 4, 1994 it was renamed  Vermont  Witch Hazel Co. and on
September 16, 1996 it was renamed The Vermont Witch Hazel  Company.  On November
1, 1994 the Company registered to conduct business in the State of California.

For over seven years,  the Company  created and marketed  skin care and pet care
products.  The Company  manufactured and distributed a line of witch hazel based
natural,  hypoallergenic  soaps,  cleansers  and other  skin aids for people who
prefer natural and environmentally friendly products.

Effective  December  3, 2001,  the  Company  transferred  all its net assets and
business to its wholly owned  subsidiary,  The Vermont  Witch Hazel Co.,  LLC, a
California  limited  liability  company  which had been formed in October  2001.
Also,  the  Company's  board of  directors  declared  a  dividend  of all of the
Company's interest in the LLC to be distributed to the Company's shareholders of
record on December 10, 2001.  Each  shareholder  received one member unit in the
LLC for each share of common stock held of record by the shareholder.

On December 27, 2001 pursuant to a stock purchase  agreement  dated December 27,
2001, Kevin Halter Jr. purchased  6,027,000 shares of the Company's common stock
from Deborah Duffy  representing  approximately  51% of the Company's issued and
outstanding  shares of  common  stock.  Simultaneously  with the  purchase,  the
current  officers and  directors of the  Registrant  resigned and the  following
three  persons were elected to replace  them:  Kevin.  Halter Jr.  President and
Director,  Kevin B. Halter  Secretary,  Treasurer & Director  and Pam Halter,  a
Director.  Deborah Duffy,  Rachel Braun and Peter C. Cullen the directors of the
Company resigned their respective positions and the following three persons were
elected to replace them: Kevin Halter Jr., Kevin B. Halter and Pam Halter


Employees

         We  have  no  employees.  Our  officers  and  directors  and  principal
shareholders  receive no compensation,  and none is being accrued.  They devotes
only as much of his time to our business as necessary.

ITEM 2.     DESCRIPTION OF PROPERTY.

         We  currently  maintain  an office at no cost at 2591  Dallas  Parkway,
Suite 102, Frisco, TX 75034,  which is the office address of Kevin Halter,  Jr.,
our  president.  We do not  believe  that we will  need to  maintain  an  office


                                       4
<PAGE>

elsewhere at anytime in the foreseeable future in order to develop and implement
our business plan. Our telephone  number is  469-633-0100  and our fax number is
(469) 633-0088.

ITEM 3.  LEGAL PROCEEDINGS.

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

         None of our directors,  officers or affiliates,  and no owner of record
or beneficial owner of more than 5% of our securities or any associate of any of
our  directors,  officers or security  holders is a party adverse to us or has a
material interest adverse to us in reference to pending litigation.

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

         No matters were submitted to a vote of our security  holders during the
fourth quarter of the fiscal year which ended July 31, 2002.

                                     Part II

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

MARKET INFORMATION


         Our common stock is traded on the OTC  Bulletin  Board under the symbol
"VWHZ"  since  December  7, 2001.  The price  range of our common  stock for the
respective quarters were as follows:

                              High Bid     Low Bid

Dec 31, 2001                   $0.40        $0.12

March 31, 2002                 $0.34        $0.15

June 30, 2002                  $0.35        $0.15

The prices reflect  inter-dealer  prices,  without retail mark-up,  mark-down or
commission and may not represent actual transaction.


HOLDERS

As of August 23,  2002,  there were 77 record  holders of the  Company's  Common
Stock.

DIVIDENDS
---------

The Company does not anticipate paying any cash Dividends on its Common Stock in
the foreseeable future.



Shares Eligible For Future Sale

         We currently  have  11,817,250  shares of common stock  outstanding  of
which  5,789,000  shares  are  freely  tradable  on the OTC  Bulletin  Board and
6,028,250 shares of our common stock owned by Kevin Halter,  Jr., our President,
a director and our principle shareholder, are deemed "restricted securities," as


                                       5
<PAGE>

that term is  defined  under  Rule 144  promulgated  under the  Securities  Act.
Subject  to the  applicable  affiliate  rules  and  volume  and  holding  period
limitations of Rule 144, 1,250 of Mr. Halter's shares are currently eligible for
sale under Rule 144 and  6,027,000  shares will be eligible  for sale under Rule
144 after December 27. 2002.

         Under  Rule  144,  and  subject  to   satisfaction   of  certain  other
conditions,  a person,  including  an  affiliate  of the our company (or persons
whose  shares are  aggregated  into such  affiliate),  who has owned  restricted
shares of common stock  beneficially  for at least one year is entitled to sell,
within  any  three-month  period,  a number of shares  that does not  exceed the
greater of one  percent of the total  number of  outstanding  shares of the same
class or the average  weekly  trading volume of our common stock during the four
calendar weeks preceding the sale. A person who has not been an affiliate of our
company for at least the three months immediately preceding the sale and who has
beneficially owned shares of our common stock for at least two years is entitled
to sell such shares under Rule 144(k) without  regard to any of the  limitations
described above.

         The  possibility  that  substantial  amounts of our common stock may be
sold in the  public  market in the future may  adversely  affect the  prevailing
market  price for our common stock and could impair our ability in the future to
raise capital through the sale of our equity securities.

Transfer Agent and Registrar

         The transfer  agent and  registrar  for our common stock is  Securities
Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas 75034.

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

         The following  discussion  and analysis  should be read in  conjunction
with the  financial  statements  and notes thereto  appearing  elsewhere in this
report. This discussion contains  forward-looking  statements that involve risks
and uncertainties.

                                PLAN OF OPERATION

         Our present plan of operations for the next twelve months is to seek to
complete  a merger or  acquisition  transaction  with a small-  or  medium-sized
operating  enterprise which may allow our stockholders an opportunity to achieve
appreciative  value for their  investment  in our common  stock.  In selecting a
potential  merger or acquisition  candidate,  our management  will consider many
factors,  including, but not limited to, potential for growth and profitability,
quality and experience of management,  capital requirements,  and the ability of
the acquired company to qualify its shares for trading on NASDAQ SmallCap Market
or on a national exchange.

         The types of business enterprises that we believe might find a business
combination with us to be attractive include (1) candidates desiring to create a
public market for their shares to enhance  liquidity  for current  stockholders,
(2)  acquisition  candidates  which have  long-term  plans for  raising  capital
through  the public  sale of  securities  and believe  that the  possible  prior
existence  of a public  market for their  securities  would be  beneficial,  (3)
foreign companies  desiring to obtain access to U.S.  customers and U.S. capital
markets, and (4) acquisition  candidates which plan to acquire additional assets
through issuance of securities rather than for cash.


                                       6
<PAGE>

         We have engaged in preliminary  negotiations  with  principals of small
business   enterprises  but  have  been  unable  to  obtain  any  agreements  or
commitments from such parties.  We are also unable to predict when we may effect
a business opportunity. We have not established any deadline for completion of a
transaction,  and anticipate that the process could continue throughout the next
twelve months.

         Our balance  sheet at July 31, 2002 reflects  current  assets of $0 and
current  liabilities  in the amount of $0.  Accordingly,  we may be  required to
raise additional funds from private investors,  or our principal stockholder may
be required to advance  funds,  in order to pay our current  liabilities  and to
satisfy our cash requirements for the next twelve months.

The  Company  was  incorporated  in August of 1994 and began  manufacturing  all
natural skin care products in 1995. We manufactured  and marketed 14 all natural
skin care  products and 4 all natural pet care  products.,  all of which contain
witch hazel as a base ingredient.  Originally,  we marketed our products only to
health food stores. Our first three years in business were moderately successful
showing  average  gross  incomes  for  fiscal  years  1996,  1997  and  1998  of
approximately $250,000.

Because we were  dealing with a very small  percent of the market,  natural food
and health stores, we felt we were limiting our income  capabilities and decided
to change our  marketing  strategy to focus on Internet  sales and mass  market.
This decision required our changing all our labels which we estimated would cost
us $150,000.  We knew our income would drop  substantially  while we were making
the transition  from natural  health and food stores to mass market chains,  and
that we would need capital to maintain  overhead  during the transition  period.
The Company decided to raise the money with a public offering.  The offering was
approved by the  Securities  & Exchange  Commission  and we became  effective on
February  15,  2001.  The  offering  was  closed  May 14,  2001  when  we  began
negotiating with Dickinson Brands regarding a license agreement and/or a merger.

Dickinson  Brands is the largest witch hazel  manufacturer in the United States,
and had  expressed  a desire to license our brand and  formulas  for sale in the
natural market place. At a meeting held in Las Vegas in July, 2001, the owner of
Dickinson  Brands  also  suggested  a possible  buyout or merger  and  requested
projections through 2004. However no agreement was ever reached.

The Company was also approached  regarding entering into a business  combination
with an ongoing business,  Swabplus. Swapblus manufactures a delivery system for
make-up removal, first aid, nail polish remover, cuticle conditioning, etc., and
felt the two companies could complement each other. After careful  consideration
by management, this avenue was deemed to not be of benefit to the Company and no
negotiations  were  initiated.  September  11, 2001 the World  Trade  Center was
destroyed and the market for penny stocks virtually disappeared.

On October 17, 2001 the Company filed Articles of  Organization  for The Vermont
Witch  Hazel  Co.,  LLC.,  which the board of  directors  felt  would be of more
benefit as an entity for the  shareholders  than a  corporation.  On November 7,
2001 the  board of  directors  of The  Vermont  Witch  Hazel  Company  adopted a
resolution to transfer all assets and liabilities  from the Corporation into the
LLC in exchange for 100% of the outstanding  membership interest in the LLC, and
to declare a 100% dividend of the LLC to each  shareholder of record.  The board
of directors  unanimously voted to distribute the dividend on December 10, 2001.
A letter to NASDAQ was sent  November  28,  2001  advising  them of the  board's
decision, pursuant to Rule 10b-17.


                                       7
<PAGE>

                              RESULTS OF OPERATIONS

                                    REVENUES

For the twelve  months  ended July 31,  2002 the  company  had sales of $10,572,
which is a $33,273  decrease  from  sales for the twelve  months  ended July 31,
2001.  This  resulted  from the  transfer  all assets and  liabilities  from the
Corporation  into  the  LLC and  the  resulting  cessation  of  active  business
operations in December 2001.

                                  COST OF SALES

For the twelve  months  ended July 31,  2002,  the  company had cost of sales of
$4,151,  which is a decrease of $10,318 from cost of sales for the twelve months
ended July 31, 2001.  This resulted from the transfer all assets and liabilities
from the Corporation into the LLC and the resulting cessation of active business
operations in December 2001.


                       GENERAL AND ADMINISTRATIVE EXPENSES

For the  twelve  months  period  ended  July  31,  2002,  selling,  general  and
administrative  expenses  decreased to $50,659 from $113,402 for the  comparable
period ended July 31, 2002,  for a decrease of $62,743.  This  resulted from the
transfer all assets and liabilities  from the  Corporation  into the LLC and the
resulting cessation of active business operations in December 2001.

                              NET LOSS

For the twelve  months  period ended July 31, 2002, we had a net loss of $44,238
versus a loss of $121,393  for the  comparable  period  ended July 31,  2001,  a
decrease of $77,155.  This resulted from the transfer all assets and liabilities
from the Corporation into the LLC and the resulting cessation of active business
operations in December 2001.


Our Liquidity and Capital Resources

The Company is fully  dependent on either future sales of securities or upon its
current  management  and/or advances or loans from  significant  stockholders or
corporate  officers  to  provide  sufficient  working  capital to  preserve  the
integrity of the corporate entity.

There is no assurance that the Company will be able to obtain additional funding
through the sales of additional  securities or, that such funding, if available,
will be obtained on terms favorable to or affordable by the Company.

It  is  the  intent  of  management  and  significant  stockholders  to  provide
sufficient  working  capital  necessary to support and preserve the integrity of
the  corporate  entity.  However,  there  is  no  legal  obligation  for  either
management or significant stockholders to provide additional future funding.


                                       8
<PAGE>

ITEM 7.      FINANCIAL STATEMENTS.

See following pages.















                                       9
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY





                              FINANCIAL STATEMENTS




                   For the Years Ended July 31, 2002 and 2001
                        with Independent Auditor's Report



                                       10
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY


                              FINANCIAL STATEMENTS

                   For The Years Ended July 31, 2002 and 2001



Independent Auditor's Report..................................................12

Financial Statements:

Balance Sheets................................................................13

Statements of Operations......................................................14

Statement of Stockholders' Equity (Deficit)...................................15

Statements of Cash Flows......................................................16

Notes to Financial Statements..............................................17-21















                                       11
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

Board of Directors
THE VERMONT WITCH HAZEL COMPANY
Frisco, Texas

I have  audited  the  accompanying  balance  sheets of THE  VERMONT  WITCH HAZEL
COMPANY as of July 31, 2002 and 2001, and the related  statements of operations,
stockholders'  equity,  and cash flows for the years then ended. 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 audit.

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

In my opinion, the financial statements referred to above present fairly, in all
material respects,  the financial position of THE VERMONT WITCH HAZEL COMPANY as
of July 31,  2002 and 2001,  and the  results of its  operations,  stockholders'
equity  and cash flows for the years then  ended in  conformity  with  generally
accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the  Company has no viable  operations  or assets and is
dependent upon significant stockholders to provide sufficient working capital to
maintain the integrity of the corporate entity.  Management's plans in regard to
these matters are  described in Note 1. The financial  statements do not include
any adjustments that might result from the outcome of these uncertainties.



/s/ Gerald R. Perlstein
-----------------------
Los Angeles, California
August 20, 2002



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<PAGE>
<TABLE>
<CAPTION>

                         THE VERMONT WITCH HAZEL COMPANY

                                 BALANCE SHEETS

                                     ASSETS

                                                           July 31, 2002    July 31, 2001
                                                           -------------    -------------
<S>                                                        <C>              <C>

Current Assets:
    Cash                                                   $           0    $          96
    Accounts receivable                                                0              557
    Inventory                                                          0           85,692
                                                           -------------    -------------
    Total current assets                                               0           86,345

Fixed Assets:
    Land and building                                                  0            6,141
    Furniture and equipment                                            0            6,141
                                                           -------------    -------------
    Less:  accumulated depreciation                                    0                0
                                                           -------------    -------------

         Total Assets                                                  0           86,345
                                                           =============    =============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
    Accounts payable                                                   0           19,194
    Accrued liabilities                                                0           13,113
    Advances due stockholders                                          0            9,800
                                                           -------------    -------------
    Total current liabilities                                          0           42,107

Commitments and Contingencies:

Stockholders' Equity (Deficit)
    Preferred stock - no par value
         Authorized 1,000,000 shares
         Issued and outstanding - none
    Common stock - no par value
         Authorized 75,000,000 shares
         Issued and outstanding - 11,817,250 shares
         in 2002 and 2001                                        668,042          668,042

Retained deficit                                                (668,042)        (623,804)
                                                           -------------    -------------

         Total Stockholders' Equity                                    0           44,238
                                                           -------------    -------------

         Total Liabilities and Stockholders' Equity        $           0    $      86,345
                                                           =============    =============
</TABLE>


        The accompanying notes are an integral part of these statements.

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<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY


                            STATEMENTS OF OPERATIONS

                   For The Years Ended July 31, 2002 and 2001




                                                 July 31, 2002    July 31, 2001
                                                 -------------    -------------

Sales                                            $      10,572    $      43,845

Cost of sales:
    Cost of sales                                        4,151           14,469
    Write-off of obsolete merchandise                        0           37,367
                                                 -------------    -------------
                                                         4,151           51,836
                                                 -------------    -------------

Gross profit (loss)                                      6,421           (7,991)

Selling, general and administrative expenses           (50,659)        (113,402)
                                                 -------------    -------------

Net loss                                               (44,238)        (121,393)

Other Comprehensive income                                   0                0
                                                 -------------    -------------

Comprehensive loss                               $     (44,238)   $    (121,393)
                                                 =============    =============

Weighted average number of common shares
  outstanding:                                      11,817,250        1,945,636
                                                 -------------    -------------

Net loss per common share                        $      (0.037)   $       (0.06)
                                                 =============    =============











        The accompanying notes are an integral part of these statements.

                                       14
<PAGE>
<TABLE>
<CAPTION>

                         THE VERMONT WITCH HAZEL COMPANY


                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                   For The Years Ended July 31, 2002 and 2001






                                                                                                       Total
                                                 Common Stock                   Accumulated        Stockholders'
                                          Shares              Amount              Deficit        Equity (Deficit)
                                     ----------------    ----------------    ----------------    ----------------
<S>                                  <C>                 <C>                 <C>                 <C>
Balance July 31, 2000                       1,149,850    $        604,292    $       (502,411)   $        101,881

Issuance of common shares for cash             11,375              22,750                                  22,750

Issuance of common shares for
  Services                                     11,000              22,000                                  22,000

Issuance of common shares upon
  Conversion of demand notes                    9,500              19,000                                  19,000

Net loss for period                                                                  (121,393)

Ten for one forward stock split            10,635,525
                                     ----------------    ----------------    ----------------    ----------------

Balance July 31, 2001                      11,817,250             668,042            (623,804)             44,238

Net loss for period                                                                   (44,238)            (44,238)
                                     ----------------    ----------------    ----------------    ----------------

Balance July 31, 2002                      11,817,250    $        668,042    $       (668,042)   $              0
                                     ================    ================    ================    ================
</TABLE>










        The accompanying notes are an integral part of these statements.

                                       15
<PAGE>
<TABLE>
<CAPTION>


                         THE VERMONT WITCH HAZEL COMPANY


                             STATEMENTS OF CASH FLOW

                   For The Years Ended July 31, 2002 and 2001



                                                    July 31, 2002    July 31, 2001
                                                    -------------    -------------
<S>                                                 <C>              <C>

CASH FLOWS FROM OPERATING ACTIVITIES:

    Net loss for the periods                        $     (44,238)   $    (121,393)

    Adjustments to reconcile net loss to net cash
    used by operating activities:

    Issuance of stock for services                              0           22,000
    (Increase)/Decrease in accounts receivable                557              976
    (Increase)/Decrease in inventory                       85,692           44,696
    Increase/(Decrease) in accounts payable               (19,194)               3
    Increase/(Decrease) in accrued liabilities            (13,113)          12,496
                                                    -------------    -------------

NET CASH USED IN OPERATING ACTIVITIES                       9,704          (41,222)
                                                    -------------    -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    None

CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of common stock                      0           22,750
    Proceeds from borrowings                               21,250           11,800
    Repayment of borrowings                               (31,050)               0
                                                    -------------    -------------
    Net cash provided by financing activities              (9,800)          34,550
                                                    -------------    -------------

NET INCREASE (DECREASED) IN CASH                              (96)          (6,672)

CASH BALANCE, BEGINNING OF PERIOD                              96            6,768
                                                    -------------    -------------

CASH BALANCE, END OF PERIOD                         $           0    $          96
                                                    =============    =============
</TABLE>




        The accompanying notes are an integral part of these statements.

                                       16
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                          NOTES TO FINANCIAL STATEMENTS

                   For The Years Ended July 31, 2002 and 2001



1.   NATURE OF BUSINESS
     ------------------

     The Vermont Witch Hazel Company was incorporated in the State of Vermont on
     August 3, 1994 as Witch  Hazel  Company.  On October 4, 1994 it was renamed
     Vermont  Witch  Hazel Co. and on  September  16,  1996 it was  renamed  The
     Vermont Witch Hazel Company.  On November 1, 1994 the Company registered to
     conduct business in the State of California.

     For over seven years,  the Company  created and marketed  skin care and pet
     care products.  The Company  manufactured  and  distributed a line of witch
     hazel based natural,  hypoallergenic  soaps,  cleansers and other skin aids
     for people who prefer natural and environmentally friendly products.

     During  October,  2001, the Company  created a separate entity known as The
     Vermont Witch Hazel Co. LLC, a California  limited  liability  company (The
     "LLC") which the Company held as a wholly-owned subsidiary.

     On November 7, 2001 the Company's board of directors  approved the transfer
     of all assets and liabilities of the Company into "The LLC" for 100% of the
     outstanding  membership  interest  in "The LLC." This became  effective  on
     December 3, 2001.

     On November  20, 2001 the  Company's  board of  directors  declared of 100%
     dividend of "The LLC", to be  distributed,  on or before December 31, 2001,
     to each  shareholder  of record as of December 10,  2001.  The dividend was
     paid at a rate of one member unit of "The LLC" for each  outstanding  share
     of common stock of the Company.

     On December 3, 2001 a "Sale of Asset Agreement" was executed by which "The
     LLC" purchased the assets and assumed the liabilities of the Company for
     which it distributed 100% of its membership interests to the Company. Since
     December 3, 2001 the Company has been inactive.

     On  December  27,  2001 the  majority  shareholder,  as well as most of the
     remaining  shareholders  of the now assetless  Company agreed to sell their
     stock to other individuals at approximately $0.02 per share and to reinvest
     their proceeds into "The LLC".

     The new  Management,  located  in Frisco,  Texas,  is  currently  exploring
     various  avenues to  acquire  and/or  merge the  Company  with an  existing
     business.

     The Company is fully dependent either on future sales of securities or upon
     its  current   management   and/or  advances  or  loans  from   significant
     stockholders or corporate officers to provide sufficient working capital to
     preserve the integrity of the corporate entity.


                                       17
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS continued

                   For The Years Ended July 31, 2002 and 2001


2.   SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
     --------------------------------------------

     A.   Property and Equipment:
          ----------------------

          Furniture and equipment are stated at cost. The assets are depreciated
          using the  straight-line  method over their estimated useful lives. It
          is the policy of the Company to  capitalize  significant  improvements
          and to expense repairs and maintenance.

          Depreciation  expense  for the years ended July 31, 2002 and 2001 was:
          none.

     B.   Loss Per Share:
          --------------

          Loss per share of common stock is computed  using the weighted  number
          of common shares  outstanding  during the periods shown.  Common stock
          equivalents  are not  included in the  determination  of the  weighted
          average number of shares outstanding, as they would be antidilutive.

     C.   Impairments of Long Lived Assets
          --------------------------------

          The Company  evaluates its long-lived assets by measuring the carrying
          amount of the assets  against the estimated  undiscounted  future cash
          flows  associated with them. If such  evaluations  indicate the future
          undiscounted   cash  flows  of  certain   long-lived  assets  are  not
          sufficient  to recover the carrying  value of such assets;  the assets
          are  adjusted to their fair  values.  No  adjustment  to the  carrying
          values of the assets has been made.

     D.   Statement of Cash Flows
          -----------------------

          Supplemental disclosure of cash flow information is as follows:

          Cash paid  during  the period  August 1, 2001 to July 31,  2002 was as
          follows:

                  Interest                                0
                  Income and franchise taxes         $1,200


     E.   Use of Estimates:
          ----------------

          The  preparation  of  the  financial  statements  in  conformity  with
          generally accepted  accounting  principles requires management to make
          estimates and assumptions  that effect reported  amounts of assets and
          liabilities at the date of the financial statements,  and revenues and
          expenses during the reporting period. Actual results could differ from
          estimates and assumptions made.


                                       18
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS continued

                   For The Years Ended July 31, 2002 and 2001



     F.   Inventory:
          ---------

          Inventory is stated at lower of cost (first-in,  first-out  method) or
          market.

     G.   Revenue Recognition:
          -------------------

          The Company  recognizes  revenue  from the sale of its products at the
          date of sale.  The  buyer has the  right to  return  the  merchandise;
          however,  the returns have been remote and  insignificant,  and all of
          the conditions of FAS-48 are met,  thereby  precluding an accrual of a
          loss contingency under FAS-5.

     H.   Fiscal Year and Basis of Operation:
          ----------------------------------

          The  Company  operates  on a fiscal  year  ending July 31. The Company
          prepares  its  financial  statements  and Federal and State income tax
          returns on an accrual basis.

     I.   Management Representation
          -------------------------

          The financial statements and notes are representation of the Company's
          management,  which is responsible for their integrity and objectivity.
          They  include all  adjustments  deemed  necessary in order to make the
          financial statements not misleading.  Management represents that these
          financial statements conform to general accepted accounting principles
          and have been consistently applied in the preparation of the financial
          statements.


3.   ADVANCES DUE STOCKHOLDERS
     -------------------------

     During the  fiscal  year  ending  July 31,  2001 and for the  period  ended
     October 31, 2001, stockholders advanced funds for working capital of $9,800
     and $1,250, respectively. The company agreed to pay interest of 8% interest
     per annum.  The  advances and accrued  interest of $553 were repaid  during
     December, 2001.


4.   NOTES PAYABLE
     -------------

     During the period  August-October  2001, an individual advanced the Company
     $20,000 to be used for working  capital.  The Company issued a note bearing
     no  interest  for the first  year and 7%  thereafter.  The note was  repaid
     during December 2001.


                                       19
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS continued

                   For The Years Ended July 31, 2002 and 2001


5.   CAPITAL STRUCTURE
     -----------------

     Upon incorporation the Company was authorized to issue 100 shares of common
     stock.  On  July  24,  1995  the   corporation   amended  its  Articles  of
     Incorporation to authorize the issuance of two classes of stock, common and
     preferred.  The authorized  common stock was increased to 1,000,000 shares,
     and the authorized  preferred stock is 100,000 shares. Each type retains no
     par value.

     On November  8, 1999 the Board of  Directors  agreed to increase  the total
     number of the Company's  authorized  common shares to 10,000,000 shares and
     the authorized  preferred shares to 1,000,000  shares. On February 20, 2000
     the Articles of Incorporation were amended to reflect these increases.

     On May 14, 2001 the Board of Directors  agreed to increase the total number
     of the Company's  authorized  common shares to 75,000,000  shares.  It also
     agreed to a ten for one forward stock split of the outstanding shares.


6.   INCOME TAXES
     ------------

     Income taxes are provided  pursuant to SFAS NO. 109  Accounting  for Income
     Taxes.  The statement  requires the use of an asset and liability  approach
     for financial  reporting  for income  taxes.  If it is more likely than not
     that some portion or all of a deferred  tax asset will not be  realized,  a
     valuation  allowance is  recognized.  No tax benefit of the  Company's  net
     operating loss carryforward has been recorded as it is more likely than not
     that the carryforward will expire unused.  Accordingly,  the tax benefit of
     the loss carryforward has been offset by a valuation  allowance of the same
     amount.  Thus,  the  Company  has not  recorded  an asset or  liability  in
     accordance with SFAS No. 109.

     The  income  tax  expense  incurred  by the  Company  for  the  periods  is
     attributable to the California  minimum tax incurred by corporations  doing
     business in California.

     Due to a change in ownership effective December 3, 2001, net operation loss
     carry forwards may be limited.


7.   FAIR VALUE OF FINANCIAL INSTRUMENTS
     -----------------------------------

     The Company has used market information for similar instruments and applied
     judgment to estimate fair value of financial instruments. At July 31, 2002,
     the fair value of cash,  accounts  receivable,  notes  payable and accounts
     payable  approximated  carrying values because of the short-term  nature of
     these instruments.


                                       20
<PAGE>

                         THE VERMONT WITCH HAZEL COMPANY

                     NOTES TO FINANCIAL STATEMENTS continued

                   For The Years Ended July 31, 2002 and 2001


8.   COMMITMENTS AND CONTINGENCIES

     Leases:
     ------

     For the period  August 1 - December 3, 2001,  the  Company  leased its main
     office  facilities from its major  stockholder on a month to month basis of
     $2,000.  The Company  leased its  warehouse  facilities on a month to month
     basis, at a cost of $500 per month.  Prior years rental expense reflect the
     use of larger  facilities.  The Company currently  maintains an office with
     its majority stockholder at no cost.

     Rent  expense  for the years  ended July 31,  2002 and 2001 was $15,000 and
     $16,875, respectively.

     The Company is not presently involved in any litigation.















                                       21
<PAGE>

                                    Part III


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

Directors and Executive Officers

     The following persons are our current executive officers and directors:

            Name          Age                    Position
      -----------------  -----  ------------------------------------------------
      Kevin Halter, Jr.    43   President, Chief Executive Officer, and Director
      Kevin Halter         66   Chief Financial Officer, Secretary and Director
      Pam Halter           47   Director

Kevin Halter, Jr., has served as President, Director and Chief Executive Officer
of the Company since December 27, 2001. Mr. Halter is a Director,  Secretary and
Treasurer  of Lucas  Education  Systems,  Inc.  since June 19,  2001.  He is the
President  of  Securities  Transfer   Corporation,   a  stock  transfer  company
registered with the Securities and Exchange  Commission,  a position that he has
held since 1987. Mr. Halter has served as Vice President and Secretary of Halter
Capital  Corporation,  a privately held  investment and consulting  firm,  since
1987.  Mr.  Halter has served as Vice  President,  Secretary  and a director  of
Millennia,  Inc. and Digital  Communications  Technology Corporation since 1994.
Since 1998 he has also  served as Vice  President,  Secretary,  Treasurer  and a
director of Millennia Tea Masters, Inc. He is the son Kevin B. Halter.

Kevin B. Halter,  has served as Chief Financial Officer Secretary and a Director
of the Company  since  December  27,  2001.  Mr.  Halter has served as Chairman,
President,  CEO and Director of the Lucas Education Systems, Inc. since June 19,
2001. Mr. Halter has served as Chairman of the Board and Chief Executive Officer
of Halter Capital Corporation,  a privately held investment and consulting firm,
since 1987.  He has served as Chairman of the Board and  President of Millennia,
Inc. and Chairman of the Board of Digital Communications  Technology Corporation
since 1994.  He is also the Chairman of the Board and President of Millennia Tea
Masters,  Inc. a position  held since  1998.  Mr.  Halter is the father of Kevin
Halter, Jr.

Pam J. Halter has served as a Director of the Company  since  December 27, 2001.
Mrs.  Halter has served as  President,  Secretary and sole Director of Doblique,
Inc. a public company involved in the horse racing business since March 2000.

     Our board of directors is elected annually by our  stockholders.  Directors
receive no cash compensation for their services as directors, but are reimbursed
for expenses  actually  incurred in connection  with  attending  meetings of the
board of directors.

     We do not currently have an audit  committee,  a nominating  committee or a
compensation committee.

Compliance With Section 16(a) of the Exchange Act.

     To our best  knowledge  and belief,  all current  officers,  directors  and
principal shareholders have made and will make appropriate ownership reports.


                                       22
<PAGE>

ITEM 10.     EXECUTIVE COMPENSATION.

None of our officers, directors or principal shareholders currently receives any
compensation nor are we accruing any  compensation for their services.  They not
received any  compensation  since their  election as officers  and  directors in
December 2001. Until we acquire additional  capital, it is not intended that any
officer or director will receive  compensation from us other than  reimbursement
for  out-of-pocket  expenses  incurred on our behalf.  We have no stock  option,
retirement,  pension,  or profit-sharing  programs for the benefit of directors,
officers or other employees,  but the Board of Directors may recommend  adoption
of one or more of these programs in the future.

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


     The following table sets forth the beneficial ownership of our common stock
as of August 23, 2002, by (i) each person known by us to beneficially  own 5% or
more of our outstanding  common stock,  (ii) each of our executive  officers and
directors,  and (iii) all of our  executive  officers and  directors as a group.
Except as otherwise indicated, all shares are beneficially owned, and investment
and voting power is held by the persons named as owners.


                                         Beneficial Ownership
                                 --------------------------------------
                                   No. of Shares             %
                                 ------------------  ------------------
Kevin Halter, Jr. (1)                6,028,250            51.01%
Kevin Halter (1)                         0                   0
Pam Halter (1)                           0                   0
All officers and directors as
A group (3 persons)                  6,028,250            51.01%


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

     (1)  2591 Dallas Parkway, Ste 102, Frisco, Texas 75034.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Changes of Control

     On December 27, 2001 pursuant to a stock purchase  agreement dated December
27, 2001,  Kevin Halter Jr.  purchased  6,027,000 shares of the Company's common
stock from Deborah Duffy representing  approximately 51% of the Company's issued
and outstanding shares of common stock.  Simultaneously  with the purchase,  the
current  officers and  directors of the  Registrant  resigned and the  following


                                       23
<PAGE>

three  persons were elected to replace  them:  Kevin.  Halter Jr.  President and
Director,  Kevin B.  Halter  Secretary,  Treasurer &  Director,  Pam  Halter,  a
Director.  Deborah Duffy,  Rachel Braun and Peter C. Cullen the directors of the
Company resigned their respective positions and the following three persons were
elected to replace them: Kevin Halter Jr., Kevin B. Halter and Pam Halter



Conflicts of Interest

     Our officers and directors  will devote only a portion of their time to our
affairs.  There will be  occasions  when the time  requirements  of our business
conflict  with the demands of their other  business and  investment  activities.
These conflicts may require that we attempt to employ additional personnel.

     Although  management  has no  current  plans to  cause  us to do so,  it is
possible  that we may enter  into an  agreement  with an  acquisition  candidate
requiring  the sale of all or a  portion  of the  common  stock  held by the our
current  officers,  directors  or  principal  stockholders  to  the  acquisition
candidate or principals  thereof,  or to other individuals or business entities,
or  requiring  some other form of payment to the our  current  stockholders,  or
requiring the future employment of specified officers and payment of salaries to
them.  It is more  likely  than not that any sale of  securities  by our current
stockholders  to an  acquisition  candidate  would  be at a price  substantially
higher than that  originally paid by such  stockholders.  Any payment to current
stockholders  in the context of an acquisition  involving us would be determined
entirely  by the  largely  unforeseeable  terms  of a future  agreement  with an
unidentified business entity.

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

a. The Exhibits listed below are filed as part of this Annual Report.

Exhibit No.  Document

3.1          Articles of Incorporation (incorporated by reference to Exhibit No.
             3.1  to  Form  10-KSB  filed  with  the   Securities  and  Exchange
             Commission on our behalf on September 13, 2001)

3.2          Bylaws (incorporated by reference to Exhibit No. 3.2 to Form 10-KSB
             filed with the Securities and Exchange  Commission on our behalf on
             September 13, 2001)

4.2          Specimen  Stock  Certificate  (Incorporated  by  reference  to Form
             10-KSB filed with the  Securities  and Exchange  Commission  on our
             behalf on September 13, 2001)

10.1         Stock Purchase Agreement dated December 27, 2001.  (Incorporated by
             reference  to Form 8-K dated  December  31,  2001,  filed  with the
             Securities and Exchange Commission on our behalf).

10.2         Sale of Assets Agreement dated December 3, 2001.


                                       24
<PAGE>

99.1         Certification  Pursuant  to  18.U.S.C.  section  1350,  as  adopted
             pursuant  to section 906 of the  Sarbanes-Oxley  Act of 2002 of the
             Chief Executive Office of the Corporation.

99.2         Certification  Pursuant  to  18.U.S.C.  section  1350,  as  adopted
             pursuant  to section 906 of the  Sarbanes-Oxley  Act of 2002 of the
             Chief Financial Office of the Corporation.

     We filed no reports on Form 8-K during the last  quarter of our fiscal year
ending July 31, 2002.


Signatures

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


THE VERMONT WITCH HAZEL COMPANY


By:   /s/ KEVIN HALTER, JR.
     -----------------------------
     Kevin Halter, Jr.
     President, Chief Executive Officer and Director


     /s/  Kevin Halter, Sr.
    -----------------------------
    Kevin Halter, Sr.
    Chief Financial Officer, Secretary and Director


     /s/  Pam Halter
    -----------------------------
    Pam Halter
    Director


Date: August 26, 2002











                                       25