U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                         THE VERMONT WITCH HAZEL COMPANY



            VERMONT                                     95--402724
 (State  or Other Jurisdiction of          I.R.S. Employer Identification Number
  Incorporation  or  Organization)


                     4218 WOODLAND AVENUE, BURBANK, CA 91505


                                  818 260-9772

SECURITIES  REGISTERED  PURSUANT TO SECTION 12(B) OF THE SECURITIES EXCHANGE ACT
OF  1934:

    Title  of  Each  Class      Name  of Each Stock Exchange on Which Registered
    ----------------------      ------------------------------------------------
     Common  Stock,                    Not  Applicable
     Par  Value  $0.000  Per  Share

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein and will not 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]

Indicate  by check mark whether the Registrant (1)has filed all reports required
to  be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during
the  preceding  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  ___
                                             --

The  aggregate  market  value  of the voting stock held by non-affiliates of the
Registrant  at  July  31,  2001,  was  approximately  $2,065,000.

The  number  of  shares  of  Registrant's  Common  Stock outstanding on July 31,
2001,was  11,817,250.

The  Registrant's  total  revenues  for  the  year  ended  July  31,  2001, were
$43,845.00



<PAGE>


                                TABLE OF CONTENTS

PART  I                                                                     PAGE
                                                                            ----

ITEM  1.     DESCRIPTION  OF  BUSINESS                                         3

ITEM  2.     DESCRIPTION  OF  PROPERTY                                         3

ITEM  3.     LEGAL  PROCEEDINGS                                                3

ITEM  4.     SUBMISSION  OF  MATTERS
     TO  A  VOTE  OF  SECURITY  HOLDERS                                        3

PART  II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED
     STOCKHOLDER  MATTERS                                                      3

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

ITEM  7.     FINANCIAL  STATEMENTS                                             5

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH
     ACCOUNTANTS                                                              13

PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS
     AND  CONTROL  PERSONS                                                    13

ITEM  10.     EXECUTIVE  COMPENSATION

ITEM  11.     SECURITY  OWNERSHIP  OF  BENEFICIAL OWNERS                      13

ITEM  12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                  13

ITEM  13.     EXHIBITS AND REPORTS ON FORM 8-K                                14

SIGNATURES                                                                    15



<PAGE>
PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS.

The Vermont Witch Hazel Company  was incorporated on August 3, 1994 in the State
of  Vermont.  The  Company  manufactures  and  distributes a line of all natural
witch hazel-based (human) skin care and all natural veterinary witch hazel-based
pet  care  products.    Our  Cleanser/Toner  is  pure, pharmaceutical grad witch
hazel,  manufactured  to  FDA  standards.   We  use  this  Witch  Hazel
as  the  base  for all our products.  Our one-of-a-kind, proprietary formula for
Witch  Hazel  Protective  Gel  is  used  to  help reduce the appearance of acne,
blemishes,  cold  sores,  etc.  and help protect cuts and bites by laying down a
water  soluble  barrier.  Our  proprietary formula for All Purpose Skin & Beauty
Gel  gently  removes  make-up,  soothes  itching  of insect bites, cleanses, and
soothes  itching  and burning of hemorrhoids.   Our 4 soaps are hand made, aged,
and are filled with moisturizers.  Our Witch Hazel & Aloe Face Pads soothe tired
eyes,  remove  make-up  and  cleanse  and  tone  skin.  Our  Witch  Hazel & Aloe
Towelettes  cleanse, cool and soothe skin and our proprietary formula for 3-in-1
Shave  Foam and Refill contains shave foam, moisturizer and after shave combined
in  a  non-aerosol,  refillable  canister  and  refill  for  the  canister.

We  send  every  product  we manufacture to an independent accredited laboratory
where  it is tested for biological contamination  Tests are conducted during and
after  manufacturing  to  be sure the ingredients, fillers, vats and end product
have  not come into contact with any biological contamination that could degrade
the  final  product.  No  products  are released for sale until we have received
passing  results  on  every test.   In 1997 a batch of our cleansing gel did not
pass  and  the  products  were  promptly  discarded  and  remade.

Because  we make no medical claims, our products are considered cosmetics and do
not require FDA approval or further governmental testing.   As long as we do not
make  any medical claims we are not required to test our products for government
approval.  Our labels only claim to soothe, relieve or cleanse, and do not claim
to  cure  any  condition.

Although  we  distribute  most  of  the  products  ourselves,  we  also  use  an
independent  all  natural  distributor, Ginseng Co., to distribute our skin care
line  throughout the Southwest to both chain and independent health food stores.
We  have  no  contract  or  written  agreement  with Ginseng, but they have been
distributing  our products for five years.  If we become dissatisfied with their
services  at  any  time,  we  may  hire  a  new  distributor.

 Our  pet  brand  name is "TESTED ON HUMANS."   We chose the brand  name for two
 reasons:
     All  four of the products were derived from formulas initially manufactured
for  our  (human)  skincare  line.
<PAGE>
     Most  natural  products  are not tested on animals and declare that fact in
bold  letters  on  their  labels.

We  also  make  the  same claim on our labels.  We thought it was an interesting
turn  of  phrase  and  the  reaction  to  the  name  has  been  very  positive.

The  pet  products  are  Veterinary  Witch  Hazel,  a natural fly spray and coat
cleanser; Veterinary Skin & Coat Gel a proprietary formula used to to soothe and
relieve itching from insect bites and flea allergies; Veterinary Protective Gel,
proprietary,  for  minor  first-aid;  and Veterinary Skin & Ear Pads, large soft
pads  to  cleanse  and  soothe  ears  and  deep  wrinkles.

Our  president,  Deborah  Duffy,  has been in charge of research and development
since we were incorporated.  She does not have a degree in Chemistry.  Ms. Duffy
first  tested the products on herself and then put them in the company store for
customer  comments.    The  total  cost  of  research  and  development  has
consistently  remained under 2% of our gross  revenues for the past three fiscal
years.

Customers  were  asked  to  rate each product's efficiency, consistency, and eye
appeal.  Only  the  products  that  had  "good"  or "excellent" ratings in every
category  were  chosen  to  become  a  permanent  part  of  the  line.


ITEM  2.     DESCRIPTION  OF  PROPERTY

The  Company  offices  are  located  at 4218 Woodland Avenue, Burbank, CA 91505.
The  warehouse  is located at 640 Western Avenue, Glendale, CA 91201.   Rent for
the  offices  is $1600 per month.   Rent for the warehouse is $500.00 per month.

ITEM  3.     LEGAL  PROCEEDINGS

There  are  no  known legal actions on-going or pending involving the Company to
the  best  of  its  knowledge.

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

None.


PART  II

ITEM  5.     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  Company  does  not  trade  on  any  stock  exchange.  The  Company  has  75
shareholders  of  record as of July 31, 2001.  The Company has never declared or
paid  any dividends, and although there are no restrictions limiting its ability
to  do  so,  it  is  unlikely  to  pay  any dividends in the foreseeable future.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS

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 are
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 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  and  they asked us not to sell any more stock until the negotiations had
terminated.

Dickinson  Brands is the largest witch hazel manufacturers in the United States,
and 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.   Those were provided to him in August and we are now
waiting  for  his  financial  analysts  to  finish  their  review.

The  Company  has  also  been  approached  regarding  entering  into  a business
combination  with  an  ongoing  business,  Swabplus.  Swabplus  manufactures  a
delivery  system  for  make-up  removal,  first aid, nail plish remover, cuticle
conditioning,  etc.,  and  feels  the two companies could compliment each other.

ITEM  7.     FINANCIAL  STATEMENTS

The  Financial  Statements  of  the  Company  for  the year ended July 31, 2001,
together  with  Independent Auditor's Report thereon, are contained on pages F-1
through  F-12,  attached  and  are  incorporated  herein  by  this  reference.



                      THE  VERMONT  WITCH  HAZEL  COMPANY





                               FINANCIAL  STATEMENTS



                   FOR  THE  YEARS  ENDED  JULY  31,  2001  AND  2000
                         WITH  INDEPENDENT  AUDITOR'S  REPORT


<PAGE>
                      THE  VERMONT  WITCH  HAZEL  COMPANY


                               FINANCIAL  STATEMENTS

                   FOR  THE  YEARS  ENDED  JULY  31,  2001  AND  2000




Independent  Auditor's  Report                                        1

Financial  Statements:

Balance  Sheets                                                       2

Statements  of  Operations                                            3

Statement  of  Stockholders'  Equity  (Deficit)                       4

Statements  of  Cash  Flows                                           5

Notes  to  Financial  Statements                                   6-10

<PAGE>


     INDEPENDENT  AUDITORS'  REPORT
     ------------------------------

Board  of  Directors
THE  VERMONT  WITCH  HAZEL  COMPANY
Burbank,  California

I  have  audited  the  accompanying  balance  sheets  of THE VERMONT WITCH HAZEL
COMPANY  as of July 31, 2001 and 2000, 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,  2001  and  2000, 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 8 to the
financial statements, the Company has experienced operating losses over the past
seven  years  (since inception), resulting in working capital deficiencies.  The
company's financial position and operating results raise substantial doubt about
its  ability  to  continue  as a going concern.  Management's plans in regard to
these  matters are described in Note 9.  The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  this uncertainty.




Los  Angeles,  California
August  20,  2001


<PAGE>


<TABLE>
<CAPTION>


                                           THE VERMONT WITCH HAZEL COMPANY

                                                    BALANCE SHEETS



ASSETS
-------

                                                                 JULY31, 2001       JULY 31, 2000

<S>                                                                   <C>               <C>
Current Assets:
  Cash                                                         $          96      $        6,768
  Accounts receivable                                                    557               1,533
  Inventory                                                           85,692             130,388
                                                               --------------     --------------
  Total current assets                                                86,345             138,689

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

          TOTAL ASSETS                                                86,345             138,689



LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current Liabilities:
  Accounts payable                                                    19,194              19,191
  Accrued liabilities                                                 13,113                 617
  Advances due stockholders                                            9,800              17,000
                                                               --------------     --------------
  Total current liabilities                                           42,107              36,808

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 2001, and 1,149,850 shares in 2000                            668,042             604,292

Retained deficit                                                    (623,804)           (502,411)
                                                               --------------     --------------

     Total Stockholders' Equity                                       44,238             101,881
                                                               --------------     --------------
                                                               $      86,345             138,689

                     The accompanying notes are an integral part of these statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                   THE VERMONT WITCH HAZEL COMPANY


                                      STATEMENTS OF OPERATIONS

                             FOR THE YEARS ENDED JULY 31, 2001 AND 2000



                                                                    JULY31, 2001    JULY   31, 2000
                                                                   --------------  -----------------
<S>                                                                      <C>             <C>
Sales                                                              $      43,845   $         30,309


Cost of sales:                                                            14,469             10,002
  Cost of sales                                                           37,367             16,586
                                                                   --------------  -----------------
  Write-off of obsolete merchandise                                       51,836             26,588
                                                                   --------------  -----------------

Gross profit (loss)                                                       (7,991)             3,721

Rent and other income                                                          0              8,390

Loss on sale of land and building                                              0             (1,460)

Selling, general and administrative expenses                            (113,402)          (199,532)
                                                                   --------------  -----------------

                                                                   $    (121,393)  $       (188,881)
Net loss

Weighted average number of common shares
  outstanding:                                                         1,945,636          1,025,059
                                                                   --------------  -----------------

  Net loss per common share                                        $      (0.06)  $          (0.18)




               The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                               THE VERMONT WITCH HAZEL COMPANY


                                        STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                                         FOR THE YEARS ENDED JULY 31, 2001 AND 2000





                                                                                                                 TOTAL
                                                                        COMMON STOCK         ACCUMULATED     STOCKHOLDERS'
                                                                       SHARES AMOUNT           DEFICIT     EQUITY (DEFICIT)
                                                                  ------------------------  -------------  -----------------
<S>                                                                        <C>                   <C>               <C>
Balance July 31, 1999                                                     839,600 $265,800  $   (313,530)  $        (47,730)

Issuance of common shares
  for cash                                                                 116,250 116,250                          116,250

Issuance of common shares
  for services                                                               66,000 66,000                           66,000

Issuance of common shares
  upon conversion of demand
  notes                                                                    128,000 156,242                          156,242

Net loss for period                                                                             (188,881)          (188,881)
                                                                         ------------------   -------------   --------------

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


Ten for one forward stock split                                              11,817,250  $668,042  $   (623,804)  $  44,238


                        The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                 THE VERMONT WITCH HAZEL COMPANY


                                     STATEMENTS OF CASH FLOW

                            FOR THE YEARS ENDED JULY 31, 2001 AND 2000




                                                                   JULY31, 2001    JULY 31, 2000
                                                                  --------------  ---------------
<S>                                                                     <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss for the periods                                        $    (121,393)  $     (188,881)

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

  Depreciation                                                                0            2,392
  Issuance of stock for services                                         22,000           66,000
  (Increase)/Decrease in accounts receivable                                976             (455)
  (Increase)/Decrease in inventory                                       44,696           (3,004)
  Increase/(Decrease) in accounts payable                                     3          (17,171)
  Increase/(Decrease) in accrued liabilities                             12,496            1,306
                                                                  --------------  ---------------

NET CASH USED IN OPERATING ACTIVITIES                                   (41,222)        (139,813)
                                                                  --------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Sale of fixed assets, net
                                                                              0           84,438
                                                                                  ---------------
NET CASH USED IN INVESTING ACTIVITIES                                         0           84,438
                                                                                  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                 22,750          116,250
  Proceeds from borrowings                                               11,800           19,400
  Reduction of mortgage principal                                             0          (73,706)
                                                                  --------------  ---------------
  Net cash provided by financing activities                              34,550           61,944
                                                                  --------------  ---------------

NET INCREASE (DECREASED) IN CASH                                         (6,672)           6,569

CASH BALANCE, BEGINNING OF PERIOD                                         6,768              199
                                                                  --------------  ---------------

                                                                  $          96   $        6,768
CASH BALANCE, END OF PERIOD




             The accompanying notes are an integral part of these statements.
</TABLE>



                         THE VERMONT WITCH HAZEL COMPANY

                          NOTES TO FINANCIAL STATEMENTS

                   FOR THE YEARS ENDED JULY 31, 2001 AND 2000



1.     NATURE  OF  BUSINESS  AND  SUMMARY  OF  SIGNIFICANT ACCOUNTING PRINCIPLES
       -------------------------------------------------------------------------

     A.     Organization  and  Business:
            ---------------------------

          The  Vermont  Witch  Hazel Company (VWHC or the "Company") creates and
markets  skin  care  and  pet  care  products.  The  Company  manufactures  and
distributes a line of witch hazel based natural, hypoallergenic soaps, cleansers
and  other  skin aids for people who prefer natural and environmentally friendly
products.  The  Company  presently maintains two Internet web sites to advertise
and  market  its  products.

          VWHC  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.


     B.     Property  and  Equipment:
            ------------------------

          Property and equipment are stated at cost.  The assets are depreciated
using  the straight-line method over their estimated useful lives of forty years
for  non-residential real property, ten years for property improvements and five
years  for  furniture  and  equipment.  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, 2001 and 2000:

                                             2001            2000
                                             ----            ----

               Building                       $0          $   982
               Improvements                    0              642
               Furniture  and  equipment       0              768
                                               -              ---
                    Total                      0           $2,392



     C.     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.

<PAGE>
     THE  VERMONT  WITCH  HAZEL  COMPANY

     NOTES  TO  FINANCIAL  STATEMENTS  CONTINUED

     FOR  THE  YEARS  ENDED  JULY  31,  2001  AND  2000


     D.     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.


     E.     Statement  of  Cash  Flows
            --------------------------

          Supplemental  disclosure  of  cash  flow  information  is  as follows:

          Cash  paid  during  the  periods  for:

                                                  2,001          2000
                                                  -----          ----

               Interest                              0            0
               Income  and  franchise  taxes       $750          $0


     F.     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.


     G.     Inventory:
            ---------

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


     H.     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.

<PAGE>
     THE  VERMONT  WITCH  HAZEL  COMPANY

     NOTES  TO  FINANCIAL  STATEMENTS  CONTINUED

     FOR  THE  YEARS  ENDED  JULY  31,  2001  AND  2000




     I.     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.


2.     ADVANCES  DUE  STOCKHOLDERS
       ---------------------------

     During the fiscal years ending July 31, 2000 and 2001 Stockholders advanced
funds  for  working  capital  of  $17,000  and  $21,800, respectively.  Of these
advances,  $10,000  was  repaid  and  $19,000 was converted into 9,500 shares of
common stock.  The Company has agreed to pay interest on the remainder of $9,800
@  8%  interest  per  annum.  Accrued  interest  of  $349  appears  in  accrued
liabilities  on  the  balance  sheet  at  July  31,  2001.


3.     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.  On
February  20,  2000  the  Articles of Incorporation were amended to reflect this
increase.

     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.


4.     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.

<PAGE>
     THE  VERMONT  WITCH  HAZEL  COMPANY

     NOTES  TO  FINANCIAL  STATEMENTS  CONTINUED

     FOR  THE  YEARS  ENDED  JULY  31,  2001  AND  2000



     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.

     The  Company  has approximately $624,000 of loss carryforwards available to
reduce  future  tax  liability  through  the  year  2020.


5.     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, 2001 and
2000, the fair value of cash, accounts receivable, advances due stockholders and
accounts  payable  approximated carrying values because of the short-term nature
of  these  instruments.


6.     ACQUISITION  AND  SALE  OF  LAND  AND  BUILDING
       -----------------------------------------------

     In November 1997, the majority stockholder sold a small commercial building
in  Windsor, Vermont to the Company for $5,000 in cash and the assumption of the
existing  mortgage  of  approximately $79,000.  VWHC opened a company store in a
portion  of  that  building.  On January 28, 2000 the Company sold the structure
for  approximately  $92,000.  Upon  reflection  of closing expenses and the cost
basis  of the structure the Company incurred a loss on the sale of approximately
$1,460.


7.     COMMITMENTS  AND  CONTINGENCIES
       -------------------------------

     A.     Leases:
            ------

          For  the  period  May  1 through July 31, 2001, the Company leased its
main  office  facilities from its majority stockholder on a month to month basis
of  $1,600.  Prior to that date the rental cost charged was $500 per month.  The
Company  leases its warehouse facilities on a month to month basis, at a cost of
$500  per  month.  There  is  no determinable future costs, except on a month to
month  basis.

          Rent  expense  for the years ended July 31, 2001 and 2000, was $16,875
and  $15,639,  respectively.

          The  Company  is  not  presently  involved  in  any  litigation.

<PAGE>
     THE  VERMONT  WITCH  HAZEL  COMPANY

     NOTES  TO  FINANCIAL  STATEMENTS  CONTINUED

     FOR  THE  YEARS  ENDED  JULY  31,  2001  AND  2000



8.     GOING  CONCERN
       --------------

     The  Company  has  experienced  operating  losses since inception primarily
caused  by  its  continued  development  and  marketing  costs.  As shown in the
accompanying  financial  statements, the Company incurred a net loss of $121,393
and  $188,881  on sales of $43,845 and $30,309 for the years ended July 31, 2001
and  2000, respectively.  As of July 31, 2001, the Company's current liabilities
exceeded its current assets (excluding inventory of $85,692 for which sales must
be  generated in order to properly expense) by $41,454.  These factors create an
uncertainty  about  the  Company's  ability to continue as a going concern.  The
management of the Company intend to pursue various means of obtaining additional
capital.  The  financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.  Continuation
of  the  Company  as  a  going concern is dependent on the Company continuing to
raise  capital,  develop significant revenue and ultimately attaining profitable
operations.


9.     SALES  OF  COMMON  STOCK  TO  THE  PUBLIC
       -----------------------------------------

     The  Company  filed a Form SB-2 with the Securities and Exchange Commission
to  register  the sale of the Company's common stock to the public.  The Company
proposed  to  sell  250,000  shares of its common stock at $2.00 per share.  The
offer  produced  the  sale  of 11,375 shares for a cash receipt of $22,750.  The
offering  was halted due to the start of negotiations of a potential merger.  In
order to continue the business, the Company proposes to continue to borrow funds
from  current  shareholders  and  continue  the  merger  negotiations.


<PAGE>


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

The  Company  has  no  disagreements  with  accountants.


PART  III

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS

The  Company  has  three  Directors  and  two  Officers  as  follows:

       Name             Age   Positions  and  Offices  Held
  Deborah  Duffy        58      President       Director
  Rachel  Braun         30      Sec/Treasurer   Director
  Peter  C.  Cullen     60      Director


There  are  no  agreements  or  understandings  for the officers or directors to
resign  at  the  request  of  another  person  and  the above-named officers and
directors  are  not  acting  on  behalf  of nor will act at the direction of any
other  person.  Management  is not, nor has it been, an officer, director and/or
beneficial  shareholder  of  other  publicly  trading  companies.

ITEM  10.     EXECUTIVE  COMPENSATION

Compensation  of  $2100  per month has been paid or accrued to Deborah Duffy for
the  year ending July 31, 2001 for her work as a consultant, but no compensation
has  been  paid  to  her  in  her  capacity  as  an  officer  or  a  director.

Rachel  Braun  was paid $7,000 during the year ending July 31, 2001 for her work
as  an  independent  bookkeeper  but no compensation has been paid to her in her
capacity  as  an  officer  or  a  director.

No compensation was paid to Peter C. Cullen during the year ending July 31, 2001

ITEM  11.  SECURITY  OWNERSHIP  OF  BENEFICIAL  OWNERS

The  following  table  sets  forth  each  person  known by the Company to be the
beneficial  owner  of  five  percent  or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.

Each  person  has  sole voting and investment power with respect to  the  shares
shown.

Security  ownership  of  management.

<PAGE>
25



  Title of Class   Name and Address of Beneficial Owner   Amount Owned Percent

     Common         Deborah  Duffy   president,  CEO       7,016,500    59.4
                        4218  Woodland  Avenue
                        Burbank,  CA  91505

         Common         Peter  C.  Cullen  director        2,450,700    21.0
                        10421  Woodbridge  Street
                        Toluca  Lake,  CA  91602

         Common         Rachel  Braun  secretary              70,000   0.006
                        320  N.  Florence
                             Burbank,  CA  91505


     All  Officers  and  Directors  as  a  Group           9,537,200    80.4


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Deborah  Duffy is  the  controlling  shareholder,  a  director and officer , and
owns  7,016,500 shares of the Company's common stock or, 59.4% of the issued and
outstanding  shares.  Rachel  Braun, Deborah Duffy's daughter, a director and an
officer, Erin Braun, Deborah Duffy's daughter and Megan (Noiray) Morrow, Deborah
Duffy's daughter own a total of 170,000 shares of the Company's common stock, or
 .013%  of  the  issued  and  outstanding  shares.

ITEM  13.     EXHIBITS



<PAGE>

                                   SIGNATURES

     In  accordance  with Section 12 of the Securities Exchange Act of 1934, the
Registrant  caused this Registration Statement to be signed on its behalf by the
undersigned  thereunto  duly  authorized  this  7th  day  of  September,  2001.

THE  VERMONT  WITCH  HAZEL  COMPANY


By:  _/s/_  Deborah  Duffy
     ---------------------
    President  and  Director


    /s/  Rachel  Braun
    ------------------
    Secretary  Treasurer  and  Director


    /s/  Peter  C.  Cullen
    ----------------------
    Director