VERMONT WITCH HAZEL CO, SB-2/A, 2000-09-22

VERMONT WITCH HAZEL CO
SB-2/A, 2000-09-22
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2000
REGISTRATION NO. 333-42036

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

FORM SB-2

AMENDMENT NO. 1.

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE VERMONT WITCH HAZEL CO.

VERMONT 6770 95-40272
(State of (Primary Standard Industrial (I.R.S. Employer
incorporation) Classification Code Number) Identification
No.)

4415 PONCA AVENUE, TOLUCA LAKE, CA 91602, 818 766-4640
(Address and telephone number of principal executive offices and principal place
of business)
DEBORAH DUFFY, 4415 PONCA AVENUE, TOLUCA LAKE, CA 91602, 818 766-4640
(Name, address and telephone number of agent for service)

Copies to:
Law Offices of Lance Kerr, Esq.
8833 Sunset Boulevard #200
West Hollywood, CA 90069
(310) 289-4947

Approximate date of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE
Title of Each Class of Dollar Amount Proposed Maximum Proposed Maximum
Securities to be Securities to be Offering Dollar
Registered Registered Amount

Common Stock, par value $2.00 250,000 shares $500,000

Proposed Minimum Offering $250
(Shares may only be purchased in increments of 125 shares)

Amount of Registration Fee $132

<PAGE>
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD READ "RISK
FACTORS", BEGINNING ON PAGE 6, WHICH DESCRIBES CERTAIN FACTORS WHICH SHOULD BE
CAREFULLY CONSIDERED BEFORE YOU PURCHASE ANY SHARES.
YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS.
INITIAL PUBLIC OFFERING
PROSPECTUS

The Vermont Witch Hazel Co.
250,000 SHARES OF COMMON STOCK
$2.00 PER SHARE

We manufacture and distribute all natural skin care products for people and all
natural pet care products for horses, dogs and cats.
We, The Vermont Witch Hazel Company, present this prospectus for
the offer and sale of up to 250,000 shares of our common stock.
We currently have no public market for our shares. We expect our common
stock will be traded on the over-the-counter market maintained by members of the
National Association of Securities Dealers, Inc. after this registration
statement is declared effective.
After our shares are registered we may offer and sell the shares directly.
No broker-dealers are anticipated to be involved in the sale of the securities.
We reserve the right to accept or reject, in whole or in part, any proposed
purchase of the shares.
We will be self underwriting this offer. The offering will end 90 days
from the effective date of registration.
We anticipate further expenses related to the offering including
registration fees, federal taxes, state taxes and fees, trustees' and transfer
agents' fees, legal, accounting, printing and or listing fees not yet
determined.

THE OFFERING

There will be a maximum of 250,000 shares offered for sale in minimum increments
of 125 shares at the price of $2.00 per share which is $250.00 per increment.
PER SHARE TOTAL
---------- -----
Public Price $2.00 per share $500,000
Commissions 0
Proceeds to
The Vermont
Witch Hazel Co $250 per increment $500,000

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Date of the prospectus is September 21, 2000

<PAGE>
AVAILABLE INFORMATION
Once this registration statement becomes effective we will file annual,
quarterly and special reports, proxy statements, and other information with the
Securities and Exchange Commission (SEC).
We will send reports and financial statements to security holders on an annual
basis within 90 days of our fiscal year end.
If you have received a prospectus and would like a copy of any of the
information the prospectus referred to, we will provide you with the address
(including title or department) and telephone number of the person to contact
for a free copy of the information.

<PAGE>

Page 2.

<PAGE>

TABLE OF CONTENTS
PART I

250,000 Shares of Common Stock 1
Summary of Information 4
Risk Factors 6
Use of Proceeds 8
Determination of Offering Price 10
Dilution 10
Selling Security Holders 11
Plan of Distribution 11
Legal Proceedings 12
Directors, Executive Officers, Promoters and Control Persons 12
Security Ownership of Certain Beneficial Owners and Management 13
Description of Securities 14
Interest of Named Experts and Counsel 14
Disclosure of Commission's Position of
Indemnification for Securities Act Liabilities 14
Organization Within Last Five Years 15
Description of Business 15
Management's Discussion and Analysis or Plan of Operation 18
Illustrations I-1 to I -3
Description of Property 19
Certain Relationships and Related Transactions 19
Market for Common Equity and Related Stockholder Matters 20
Executive Compensation 20
Index to Consolidated Financial Statements 20
Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 21

PART II
Indemnification of Directors and Officers 22
Other Expenses of Issuance and Distribution 22
Recent Sales of Unregistered Securities 22
Exhibits 24
Undertakings 24
Signatures 26

Page 3

<PAGE>

SUMMARY INFORMATION AND RISK FACTORS

SUMMARY

You should read the following summary together with the more detailed
information regarding our company. The proposed shares we are selling by
this registration are common stock. Our current financial statements and
accompanying notes appear elsewhere in this Prospectus.

We are a Vermont corporation that manufactures all natural (human) skin
care and natural pet care products. We have two web sites:
www.vermontwitchhazel.com and www.veterinarywitchhazel.com. We were
incorporated in 1994 for the purpose of manufacturing all natural, witch
hazel-based skin care products. In March of 1999 we added a line of all
natural pet care products with the brand name of Tested on Humans. Both lines
were designed for natural foods and health stores and Internet sales. Our
current expansion plans requires us to change both front and back labels on all
products, increase inventory and begin a new strategic marketing plan that will
help place our products in mass market chains. The estimated cost of all phases
of this strategy is approximately $500,000. We hope to raise this through a
public offering of our stock.

Two hundred fifty thousand (250,000) shares of our unissued common stock
are being registered and offered for sale in this initial public offering. The
250,000 shares will represent twenty-one point seven percent (21.7%) of the
number of issued and outstanding shares of our common stock as of the date of
this prospectus. Our company is not profitable as of the date of this
prospectus. There is no guarantee that even if all the monies are raised and
all phases of the strategy are completed that we will become financially
profitable.

OFFERING OF SHARES
Shares Offered - 250,000 common shares sold only in increments of 125.
Minimum Number of Shares to be Sold - No Minimum
Maximum Number of Shares to be sold - 250,000
Share Sales consist of increments of 125 shares of common stock
Price - $2.00 per Share
Shares Outstanding Prior to Offering - 1,149,850

USE OF PROCEEDS:
Legal
Administrative Assistant & Secretarial
Marketing & Travel Expense
Facilitate Strategic Alliance Group
Design & Printing
Office Leasehold
Misc. Supplies
Shareholder Releases - Mail
General Mail - incl. Courier Services
Phones/Fax/Internet
Public/Investor Relations
Office Equipment; lease/purchase
Financial Conferences/Seminars
Advertising & Brochures
Web Site Design and Hosting
Accounting

ADDRESS AND PHONE NUMBER:
Our main office is located at 4415 Ponca Avenue, Toluca Lake, CA
91602. We also sublease warehouse space in Glendale, CA and Simi Valley, CA.
Telephone number is 818 766-4640.

<PAGE>

RISK FACTORS

In addition to the other information in this prospectus, you should
consider the following risk factors in evaluating our business and our potential
future prospects before purchasing any shares of our common stock.

HISTORY OF OUR OPERATIONS

<PAGE>
We were incorporated August 3, 1994 and have been operating a skin care
manufacturing business sinceApril, 1995. In October 1995 a 120+ store chain,
purchased our Face Pads to resell in their stores. Three more products were
added the following year. The relationship lasted three years.
Our products are currently in selected Longs Drugs in California and
Oregon, as well as independent health stores nationwide. The Longs stores are
considered "test stores" because the sales generated in them will determine
whether we will be placed in all 400 Longs Drugs.
In 1996 we opened two Vermont Witch Hazel Co. General Stores. The
Vermont store was company-owned. The California store was independently
licensed and owned by two of our shareholders. We used these stores to
introduce our products and test the response to new products. We continued to
manufacture the products that were well received. Those that were not well
received were discontinued. The stores were closed in 1999 when the lease on
the California store expired. At that time we felt we had enough products to
represent a well rounded, saleable line of skin care (eleven products) and a
marketable pet care line (four products).
In October, 1999 we launched a web site for both our skin care and pet care
products. We separated them into two sites in February, 2000. Both sites have
online stores so we can sell directly to the public. Although the web sites
themselves show a profit, the overall expenses of the company are far greater
than the income from the web sites. In order to grow our sales to the amount
necessary to show an overall profit, we will have to advertise the web sites
through print ads, direct mail and email campaigns.

MARKETING UNCERTAINTIES REGARDING FUTURE CONTRACTS
At this time we do not have a contract with any mass market chain to sell our
products. Contracts with chains like Longs Drugs are an essential part of our
growth plan. The buyers for Longs Drugs have told us they will not purchase
our products for chain-wide distribution until our test store sales improve, we
update our labels, and we agree to support our products with a minimal amount of
advertising. We need additional capital to do this. A portion of the proceeds
from this offering has been budgeted for these expenses (see #4 Use of
Proceeds), but there is no guaranty that even if we change our labels, replace
our inventory and advertise, Longs Drugs, or any other chain, will enter into a
contract with us to purchase our products for resale throughout their chain.

INCOMPLETE RESEARCH ON THE FEASIBILITY OF OUR EXPANSION
Our management has not yet done a feasibility study of this project. Our
management's expansion plan is based solely on our own limited experience with
the company to date. There is no guarantee that we have exercised good
judgement in the feasibility of this project and there is no data to support our
reliance on this form of advertising and expansion.

OUR KEY PERSONNEL IS IMPERATIVE FOR OUR SUCCESS
We are highly dependent upon the services of Deborah Duffy, President, CEO and
Director. The loss of her services from the management team would greatly
affect the conduct of our business and the quality of our proposed ventures.
Ms. Duffy has formulated the company's proprietary products, designed the labels
and the logos for all the company's products, and is the only full time
employee. Management presently maintains a $500,000 key man life insurance
policy on Ms. Duffy, but it would be extremely difficult to find a replacement
for her should she decide to leave the company.

COMPETITION IN OUR AREA OF SKIN CARE.
Witch hazel has been a medicine cabinet staple for decades, but lost favor
shortly after World War II. It became "old fashioned." There has been a
resurgence in its popularity in the last few years and it is now being used as
an ingredient in the random over-the-counter creams, lotions, and cleansers of
many different companies. We feel our company is unique in that we use witch
hazel as a base ingredient in every product we manufacture. The idea of having
one common ingredient make up an entire line of products is unusual but not
unheard of. There are skin care lines made with a base of aloe vera mixed with
other ingredients. At this time there are no other complete lines of (human)
skin care or natural pet care using witch hazel. There is no guarantee that
competitors from another segment of the industry, with considerable financial
holdings and influence, will not try to duplicate these products.

TENUOUS NATURE OF FUTURE CONTRACTS AND DISTRIBUTION OF OUR PRODUCTS.
We currently distribute our own products along with a small local distributor
for health food stores in Southern California, Arizona, Washington and Oregon.
As mentioned earlier, we are in a number of test stores for Longs Drugs, but
there is no assurance we will be chosen by the corporate office for distribution
in all 400 Longs Drug stores. It will be more difficult for us to reach our
projected goals and/or be picked up by other chains without full distribution in
Longs.
Part of our marketing plan relies on further distribution through companies and
product representatives who specialize in mass market chains. Reliance upon
distribution companies and/or retailers can subject us to a number of special
risks, including the inability of one or more distributors to properly remit
funds to us. Distribution companies tend to limit their lines of products to
those with a known sales history and are reluctant to carry new unproven
products. For this reason it may be difficult to place our products with a
national distribution company and we may have to continue to distribute our
products ourselves.

THE COMPANY IS SELF UNDERWRITING THE OFFERING.
We may not be able to sell all or even a significant portion of our shares
because we are self-underwriting this offering.

FORWARD LOOKING STATEMENTS.
The discussions and information in this registration statement contain both
historical and forward-looking statements. The forward-looking or projected
statements regarding our financial condition, operating results, business
prospects or any other aspect of the company may differ materially from actual
results.

We have attempted to identify, in context, certain of the factors we believe may
cause actual future experience and results to differ from our current
expectations. The differences may be caused by a variety of factors, including
adverse economic conditions, intense competition, entry of new competitors,
adverse federal, state and local government regulation, inadequate capital,
unexpected costs, lower revenues, net income prices, failure to obtain new
customers. There is further risk of litigation and administrative proceedings
involving ourselves, the possible acquisition of new businesses that do not
perform as anticipated, the possible fluctuation and volatility of our operating
results and financial condition, adverse publicity and news coverage, inability
to carry out marketing and sales plans, loss of key executives, changes in
interest rates, inflationary factors, and other specific risks that may be
alluded to in this registration statement or in other reports we may have
issued.

INDEPENDENT AUDITOR INDICATES DOUBT AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN
In our audited financials our independent auditor expresses doubt as to whether
we can continue as a going concern if we do not raise additional capital and
develop sufficient revenue to become profitable. Please review our audited
financials thoroughly for more information.

POSSIBILITY OF NOMINAL OR NO PROCEEDS FROM THIS OFFERING
There is a substantial possibility that little or no proceeds will be raised
from this offering. If we do not raise at least 10% of our offering, we would
be precluded from manufacturing new products and labels and our plans for
marketing and advertising campaigns would be seriously curtailed. We would
have to borrow the necessary working capital and advertising money to promote
our sales in the Longs Drugs test stores and the sales on our web site sales.
It is likely we would borrow from our current shareholders, as we have done in
the past, to procure the most advantageous interest rates and payment schedules.

USE OF PROCEEDS
Our shares have never been publicly traded. Our shares are considered
penny stock. The Securities and Exchange Commission defines a "penny stock" as
any stock with a market price of less than $5.009 per share or an exercise price
of less than $5.00 per share. If you purchase our stock from this offering, we
are required to give you a disclosure statement regarding the penny stock
market. The statement is prepared by the Commission. The Commission also
requires us to disclose the current price of our stock and any commissions
payable to Broker/Dealers or our registered representatives. You will be sent
monthly statements disclosing recent price information for any penny stock held
in your account as well as information on the limited market for penny stocks.
These penny stock restrictions will not apply to us if our securities are listed
on the National or regional NASDAQ Market System(s) and we continually provide
current price and buying information or meet certain minimum financial criteria.
If we are not listed we will continue to be subject to Section 15(b)(6) of the
Exchange Act which governs these penny stock restrictions and it may have an
adverse effect on the marketability of our stock.
The net proceeds, if the maximum shares are sold from this offering, are to be
prioritized in the following way.

LABELS:
Five 8 oz products will need front and back labels. The cost of both front and
back labels, in orders of a minimum of 25,000 each, will cost $6,440. Two
products require silk screening on tubes at a cost of forty-six cents each.
Twenty-five thousand of each product will cost $23,000. Four soap flavors
require four separate boxes at a cost of fourteen cents each. Twenty-five
thousand boxes of each flavor (scent) will cost a total of $15,000. Two
products require a wrap label at a cost of seven cents each. Twenty-five
thousand each of the wrap labels will cost $3,950. TOTAL COST FOR ALL LABELS
WILL BE $48,400.
INVENTORY:
We will require new inventory of at least ten thousand each of all items once
the new labels have been manufactured and delivered. APPROXIMATE TOTAL COST
FOR NEW INVENTORY IS $266,000.
ADVERTISING:
We are planning an extensive opt-in email and catalog campaign. We currently
furnish black and white catalogs per customer request. Using proceeds from the
offering, we will begin a new direct mail campaign for an updated color version
of the catalog. Opt-in email costs approximately two thousand five hundred
dollars ($2,500) per 10,000 names which includes tracking information, and shows
a return of 5 to 10%. Direct mail is cheaper but has a lesser return of
approximately 1 to 5%. COSTS OF NEW CATALOGS, EMAIL AND DIRECT MAIL WILL TOTAL
APPROXIMATELY $100,000.
Operating Capital:
Until we have finished our initial advertising campaigns, we will need
supplemental operating capital of approximately $6,000 per month. SIX MONTHS OF
SUPPLEMENTAL OPERATING CAPITAL WOULD BE $36,000.
In the event only 50% of the shares are sold there are certain expenses which
will remain the same. They are our filing fee, accounting fees and expenses,
legal fees and six months of operating capital. We would cut our advertising
and new inventory to less than half and only produce 15,000 labels for each
product. The budget for miscellaneous expenses, printing fees, and costs for
Transfer Agent, phones, fax, etc. would also be halved. The following two
tables illustrate our use of proceeds if all our shares are sold and if 50% of
our shares are sold.

USE OF PROCEEDS IF ALL SHARES ARE SOLD:
Securities and Exchange commission Filing Fee $ 132
Accounting Fees and Expenses $ 5,000
Legal Fees and Expenses $ 45,000
Printing and Engraving $ 3,868
Fees of Transfer Agent and Registrar $ 2,000
Phones, Fax, Internet $ 1,500
Miscellaneous $ 2,500
Labels $ 48,400
Inventory $255,600
Operating Capital $ 36,000
Advertising $100,000
--------
TOTAL $500,000

USE OF PROCEEDS IF 50% OF SHARES ARE SOLD
Securities and Exchange commission Filing Fee $ 132
Accounting Fees and Expenses . $ 5,000
Legal Fees and Expenses $ 45,00
Printing and engraving $ 1,868
Fees of Transfer Agent and Registrar $ 1,000
Phones, Fax, Internet $ 750
Miscellaneous $ 1,250
Labels $ 2,420
Inventory $105,330
Operating Capital $ 36,000
Advertising $ 50,000
-------
TOTAL $250,000

Should we sell only a nominal number of shares our first priority would be to
advertise our existing web sites in email campaigns and print ads such as
women's magazines and teen magazines. We would not manufacture any new labels
or new inventory. Focusing on the web sites, which only cost about $86.00 per
month to maintain, is the most cost effective way to increase our income to
cover expenses until we can raise the money to update our inventory. The
inventory we have (with the old labels) is fully paid and we can sell it at full
retail on the Internet rather than discounting to distributors or selling it
wholesale. We currently maintain over $100,000 (our cost) in inventory in our
warehouses which can be used for web site sales. The labels are not appropriate
for mass market, but they are appropriate for Internet sales. Our profit on
Internet sales is at least twice the profit of wholesale and three times the
profit of sales to distributors. There is enough inventory in the warehouses to
cover company expenses for approximately two years if it is sold at the rate of
$10,000 (retail) per month.
If the offering is unsuccessful and we sell no shares or only a few shares, we
will not be able to do any advertising until sales grow enough through word of
mouth, referrals and our own email list to make the company profitable. We may
have to borrow money from our stockholders to manage the expenses until then.

DETERMINATION OF OFFERING PRICE
In determining the price for our public offering we took many factors into
consideration. Although there is no public market for our stock, we have
privately sold stock to our shareholders at a price in excess of $2.00 per
share. Should all shares be sold in the public offering there will be less
than 1,400,000 shares outstanding. We have no long-term debt.

DILUTION
Any and all stock purchased by our management was purchased at the same
price as that offered to shareholders. The private offering and two of the
three amended offerings have sold at different prices, but whenever management
purchased their shares they did so at the same price as the shareholders were
paying.
This offering involves a dilution of net tangible value of $107,323 at, April
30, 2000, to the existing shareholders. Assuming the maximum amount of units
offered are sold the following table shows the dilution of pro forma, net
tangible book value of $607,323, at April 30, 2000, to persons who purchase to
this offering.

Assumed initial public offering price per share $2.00
Pro forma net tangible book value per share
as of April 30, 2000 $0.09
Pro forma increase attributable to new investors $0.34
Pro forma net tangible book value per
Share after the offering $0.43
Pro forma dilution per share to new investors $1.57

Total shares to be issued and outstanding when all units are sold: 1,399,850
Shares 100%

The following table summarizes the total number of shares of common stock
purchased from us, the total consideration paid to us and the average price per
share paid by existing stockholders and by new investors, in each case based
upon the number of shares of common stock outstanding as of April 30, 2000

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE PRICE
PER SHARE
Number Percent Amount Percent
--------------------------------------

Existing stockholders 1,149,850 82.1% $584,292 54.8% $0.51
New Investors 250,000 17.9% $500,000 45.2% $2.00
---------- ----- -------- -----
Total 1,399,850 100% $1,084,292 100%

SELLING SECURITY HOLDERS
There are no current shareholders of this company who are offering their
own shares up for sale. The shares being offered belong to our company and
have never been purchased, sold or offered before.

PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale of up to 250,000 shares of
our common stock. We have registered the shares for sale to provide us with
additional capital and freely tradeable securities. The shares have never been
offered before. None of the shares are owned by current shareholders. Our
company will receive any proceeds from the sale of these shares and we will use
these proceeds as outlined in ITEM 4., USE OF PROCEEDS. The shares are being
offered in minimum increments of 125 shares at $2.00 per share for a total
minimum investment of $250.00 per purchaser.
We plan to distribute the shares solely through our officers and directors,
Deborah Duffy, Peter C. Cullen and Rachel Braun. In doing so, we will rely on
Exchange Act Rule 3a 4-1 which permits officers and directors to sell securities
without registering as brokers/dealers under certain circumstances. This
offering is self underwritten. No company has been engaged as an underwriter.
No person who will be selling stock (Deborah Duffy, Rachel Braun and Peter
Cullen) will be receiving commissions and no person selling stock is a
disqualified person as defined in Rule 3a4-1 of the Securities Act of 1933.
We will use our email list to announce our public offering to customers who live
in states in which we have been approved to sell our stock.

LEGAL PROCEEDINGS
We are not a party to any pending litigation nor are we aware of any
threatened legal proceeding.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
DIRECTORS AND OFFICERS
The directors and officers of The Vermont Witch Hazel Company are as follows:

<PAGE>
NAME AGE POSITION
--------
Deborah Duffy 57 President, CEO, Dir

Rachel Braun 29 Secretary, Director

Peter C. Cullen 58 Director

Deborah Duffy Ms. Duffy has served as President, CEO and a director
since our incorporation in August of 1994. Ms. Duffy has been compensated for
her services to us during the fiscal years ended December 31, 1997, 1998, 1999
as revenues allowed. Directors are not paid for their services.

Rachel Braun Ms. Braun has served as a director since October of 1997. She
was Director of Copyrights at BUG Music from 1990 to May of 1998. In May of
1998 she started her own bookkeeping business and has been hired as an
independent bookkeeper for us from that date forward.

Peter C. Cullen Mr. Cullen is one of the premier voice-over specialists in
Hollywood. He has received an Emmy for his work as "Eeyore" in Disney's Winnie
the Pooh. He has also received recognition for his voices as Optimus Prime
(Transformers), and The Predator (film). Mr. Cullen currently narrates Places
of Mystery for the Travel Channel, and previews for NBC (Providence, Alice in
Wonderland, Mysterious Ways). His latest movie trailer is The Perfect Storm.
Mr. Cullen also serves on the National Advisory Council for the Autry Museum of
Western Heritage in Southern California. In September of 1996 he became one of
our directors and still serves as a director.

None of the directors of the Company serves as a director for any other
reporting company.
There are no other significant employees.
Ms Braun is the daughter of Deborah Duffy.
In the past five years no officer, director or major shareholder has been
involved with
. Any bankruptcy filed by or against any business which the person
was a general partner or officer.
. Any criminal conviction or proceeding or subject to a pending
criminal proceeding;
. Any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities; or A
finding that the person has violated a federal or state securities or
commodities law.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information as of March 15, 2000
with regard to the beneficial ownership of the common stock by (i) each person
known to us to be the beneficial owner of 5% or more of our outstanding
shares; (ii) by the officers and directors individually and (iii) by the
officers and directors as a group.
Security ownership of management.

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

Common Deborah Duffy President, CEO 696,900 60.6
4415 Ponca Avenue
Toluca Lake, CA 91602

Common Peter C. Cullen Director 232,450 20.2
10421 Woodbridge Street
Toluca Lake, CA 91602

Common Rachel Braun Secretary 7,000 0.006
320 N. Florence
Burbank, CA 91505

ALL OFFICERS AND DIRECTORS AS A GROUP 936,350 81.4%

<PAGE>

DESCRIPTION OF SECURITIES
Each increment offered consist of 125 shares of common stock.
We are authorized for 10,000,000 shares of common stock, $0.001 par value.
As of 3/20/00 1,149,850 shares were issued and outstanding.
Each share of common stock will be entitled to one vote, either in person
or by proxy, on all matters that may be voted upon by the owners at meetings of
the stockholders.
The holders of common stock
will have equal rights, based on the number of shares owned, to
dividends from funds legally available when, as and if declared by our Board of
Directors;
will be entitled to share in all the assets, based on the number of
shares owned, of
our company available for distribution to holders of common stock upon
liquidation, dissolution or winding up of the affairs of the company; and
will not be subject to preemptive or redemption provisions
All shares of common stock which are the subject of this offering, when
issued, will be fully paid and non-assessable, with no personal liability to
their ownership.
Our holders of shares of common stock do not have cumulative voting rights.
At the completion of this offering, if all shares are sold, affiliates,
officers and/or directors of our Company will own approximately 67% of the
outstanding common stock.

TRANSFER AGENT
Our transfer agent is Securities Transfer Corporation, a Texas corporation,
2591 Dallas Pkwy #102, Frisco, TX 75034. Tel: 469 633-0100. Fax: 469 63-0088

INTEREST OF NAMED EXPERTS AND COUNSEL
Auditor for the Company is Gerald R. Perlstein, CPA who owns no shares in
the Company

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our Bylaws provide that we will fully indemnify our officers as authorized
or permitted under Vermont law. We have been advised that in the opinion
of the Commission, indemnification for liabilities under the Securities Act
which may be permitted to directors, officers and controlling persons of
The Vermont Witch Hazel Company is against public policy and is unenforceable.
In the event that a claim for indemnification against liabilities is asserted by
a director, officer or controlling person in connection with the securities
being registered, we will ask a court of appropriate jurisdiction to decide
if indemnification is against public policy as expressed in the Securities Act
and we will be governed by their decision.

<PAGE>
ORGANIZATION WITHIN THE LAST FIVE YEARS
There have been no transactions during the last two years, nor are there
any proposed transactions, to which we were or will be a party.

DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT.
The Vermont Witch Hazel Company was incorporated on August 3, 1994 in the
State of Vermont. In 1995 we sold a portion of our authorized shares through a
private offering. The proceeds from the offering were used to expand the lines
of products and cover overhead while we were growing. In September 1995 a chain
of natural food stores, began purchasing a limited number of our products. Our
gross sales quickly increased from less than $10,000 for the first fiscal year
to slightly more than $200,000 for fiscal year ending July 31, 1997. In May of
1999 the relationship with the natural food store chain ended, and the result
has been a dramatic decrease in gross sales for fiscal year ending July 31,
1999. Our first three periods of fiscal year 1999/2000 are considerably less
than those of the same periods of the previous year.
Four of our products are currently being tested for customer appeal and
sales in ten Longs Drugs Stores throughout California. Corporate
headquarters reviews test products every six months to determine whether or not
they should be placed in all 400 stores of their chain. In order for our
products to be purchased by corporate headquarters we would have to satisfy
their minimum sales requirements. Their requirements are continuous sales of
two items of each product per day for six months. We will not meet these sales
figures without a minimal amount of advertising.
The four products on the shelves of the test stores at Longs are Witch
Hazel & Aloe Face Pads, Witch Hazel & Aloe Towelettes, Citrus Shave Foam and
Citrus Shave Refill. We chose these products because, they have been our best
selling items for the last four years. Since the minimum time frame for proving
our sales figures is six months, and we won't begin to make those sales until we
have begun advertising, we could not expect a commitment from Longs before the
spring review in 2001. The company does not produce enough revenue at this time
to pay for the advertising. A portion of the proceeds from the offering will
be used to cover the cost of advertising for Longs Drugs.
We have expanded our natural skin care line from six products in 1995 to
eleven as of the date of this prospectus. They include four bar soaps - Citrus,
Citrus Loofah, Lavender and Lavender Loofah; 8 oz bottle of liquid Citrus
Castile Soap; Witch Hazel & Aloe Face Pads - 60 per jar; Witch Hazel & Aloe
Towelettes - 20 per box; 8 oz Toner; Witch Hazel Protective Gel (proprietary
formula) in 2 sizes - 2 oz and 8 oz; Witch Hazel & Aloe Skin & Beauty Gel
(proprietary formula) in 2 sizes - 2 oz and 8 oz; 16 oz bottle of Personal
Cleansing Gel (proprietary formula); a 3.2 oz non-aerosol, refillable Citrus
Shave Foam (proprietary formula); and 8 oz bottle of Citrus Shave Refill
(proprietary formula).
The base ingredient in all our products, both skin care (human) and pet
care, is pharmaceutical grade witch hazel. Our formulas also include other
natural components such as aloe vera, grape seed oil vegetable glycerin, palm
oil, olive oil, and natural essence oils.
In April of 1999 we added a natural pet care line of four products. The
pet products include Skin & Ear Pads (50 per jar), Skin & Coat Gel for itching
(16 oz), Veterinary Witch Hazel as a non-drying shampoo alternative (16 oz), and
a first aid gel solution, Veterinary Protective Gel. These products are under
consideration by F. W. Young, manufacturers of Absorbine Jr., and other equine
products, to become part of their distribution and marketing campaign. If they
accept our pet line, F. W. Young will purchase the products directly from us at
a cost of 30% below wholesale cost. They will advertise and market our products
in print ads and on their web site.

BUSINESS OF ISSUER.
The Vermont Witch Hazel 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 grade
(manufactured to FDA standards) Witch Hazel. We use this Witch Hazel as the
base for all our products which include a unique, one-of-a-kind Witch Hazel
Protective Gel (proprietary) 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; an All Purpose Skin & Beauty Gel (proprietary) that
gently removes make-up, soothes itching of insect bites, cleanses, and soothes
itching and burning of hemorrhoids; 4 hand made moisturizing soaps - Citrus,
Lavender, Lavender Loofah and Citrus Loofah; Witch Hazel & Aloe Face Pads to
soothe tired eyes, remove make-up, tone skin; Witch Hazel & Aloe Towelettes to
cleanse skin, cool and soothe; 3-in-1 Shave Foam and Refill (proprietary), 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 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 with no penalty to our company.
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) skin
care line.
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 (proprietary), 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 the company was 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.
We have incurred no cost or suffered any ill effects from federal, state or
local environmental laws because we contract the manufacturing of all our
products to other, larger companies who specialize in manufacturing and are in
full compliance with all governmental regulations.
In order to cover our total expenses every month we must sell $10,000 every
month of products currently stored in our warehouses. To sell $10,000 at
wholesale prices would take twice as many sales as we would need on the Internet
where we sell our products retail. This is why our first priority is our web
sites. We are currently selling about $2000 to $3,000 through the Internet with
absolutely no advertising of any kind. Customers have to ask for witch hazel on
a search engine to find us. With a minimal amount of advertising of our web
site we feel we will be able to reach our goal of $10,000 per month. We will
continue to promote our web sites after we have reached the sales needed to
cover our expenses.
The major costs involved in promoting the web sites are purchasing the
email and direct mailing lists from companies who specialize in names and
addresses of customers who are actually looking to buy natural products. These
lists average about $2500 per 10,000 names. Our goal is to purchase 100,000
names to begin the campaign, but we can improve our sales with just one list if
we only receive nominal proceeds from the offering. The average return rate
(customers actually visiting the sites and making a purchase) on email is
between 5 and 10%. Average return on direct mail is 1%.
It is also imperative we make ourselves known to the general public. To do
this we intend to promote distribution of our products in selected retail stores
and chains. A large chain like Longs Drugs (400 stores) could provide us with
gross annual sales in excess of $500,000 if they only sell four of our products.
The key to growing our sales in mass market is to change our labels and
advertise the benefits of our products and the places in which they are
available for purchase. Advertising and changing our labels are completely
dependent on available funds but are an integral part of our marketing plan to
become profitable.
Our independent auditor has expressed doubt as to whether we will be able
to stay in business at our current rate of non-profitability. The marketing
plan outlined above and in Item 4, Use of Proceeds to advertise our web sites
and sell directly to the public will be a major factor in turning our company
into a profitable business. We make a much larger profit selling directly to
customers and the cost of maintaining the web sites is under $100 per month per
site.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
In September of 1996 we opened a general store in Windsor, Vermont. The
store was used to debut new products and obtain customers' reaction to those
products. It was located in a building we owned and we did not pay rent. The
income did not cover expenses. We maintained the store for three years, but
it was never profitable and it was closed in May of 1999.
In October of 1995 a west coast chain of natural food stores agreed to
carry our Witch Hazel & Aloe Face Pads and test two more of our products, Witch
Hazel & Aloe Towelettes and Citrus Shave Foam, for customer response. The
income from this chain was the main source of our revenue for three years. We
opened the store during the period we contracted with this chain and our gross
expenses rose higher than we had expected. Even with the income from the new
chain, which amounted to over $200,000, our net expenses greatly exceeded our
net revenues. Our fiscal year begins August 1 and ends July 31. Net loss for
fiscal year 1997/1998 was $116,171, and we were forced to sell shares of common
stock in order to remain viable. In May of 1999, at the same time operations
were shut down on our store, our relationship was terminated with the national
health food chain. The loss in revenues in fiscal year 1998/1999 from the
closure of the store and the loss of the health food chain resulted in our gross
sales dropping to $155,000. Net losses for that fiscal year were $165,047. We
were forced to sell more stock in order to survive. The majority of shares were
sold to Deborah Duffy, our President and CEO, and Peter C. Cullen, one of our
directors.
Our customers from the health food chain who were no longer able to
purchase our products, wrote, emailed and called us looking for other retailers
who carried our lines. These customers formed the beginning of our data base
which now exceeds 4,000 names and addresses. We will use this data base of
known purchasers for our new direct mail catalogs and our opt-in email campaign.
We have been reasonably successful in bringing these data base customers into
the Longs Drugs test stores via e-mail and a limited amount of direct mail.
Proceeds from the public offering will be used to finance a much broader e-mail
and direct mail campaign incorporating additional mailing lists we intend to
purchase from sources specializing in those lists.
Longs Drugs has requested a change in our labels if they are to carry us
chain-wide. The current labels were designed for natural stores and web
site/Internet sales. We are offering 250,000 shares of our stock in this public
offering to raise the funds to complete the labels and the new inventory. If
we successfully sell the entire offering, manufacture the new labels and
inventory and we are picked up by Longs Drugs for all 400 stores, there is still
no guarantee the products will sell to customers and we will receive a follow up
order.
The most difficult aspect of mass market is finding a chain that is willing
to take a new product from a new company with a very small advertising budget.
The second most difficult aspect of mass market is selling through to their
customers. Once we have been successful in one chain (Longs) it is reasonable,
but not assured, that other chains will follow suit. We intend to send our
customers discount coupons to be redeemed at Longs Drugs for our products.
It is an inexpensive but effective way of generating sales.
We will be very circumspect in the choice of chains we will apply to have
our products placed. Many chains charge "slotting fees." Slotting fees are a
charge to the manufacturer for the right to rent shelf space in their store.
The average slotting fee is $2500 for each size of each product (SKU). If we
do not meet the minimum sales for that chain in a reasonable amount of time,
they will pull the product off the shelf, return it to us at our expense, and
keep the slotting fee. Some chains do not pay on time and many actually take
up to 120 days to pay a 30 day invoice. There are also instances of chains
taking random deductions from invoices. We are very aware of problems in these
areas and will act accordingly.
INTERIM PERIODS.
Current fiscal year end is July 31, 2000. Gross sales for the
period of August 1, 1999 through the date of this prospectus are far less than
for the comparable interim period of the preceding year. This is mostly
attributable to losing our contract with the natural health food chain. During
this interim period we have reduced our overhead by closing the store, selling
the building and reducing our number of full time employees.
Our current monthly overhead is approximately $10,000. Income from Internet
sales averages $2,000 to $2,500. Income from wholesale sales varies between
$2,000 and $3,000 per month. Our monthly deficit can be $4,000 to $6,000
per month depending on sales.
Time frames for manufacturing new inventory and labels is
approximately six weeks from date of purchase order. It is far more cost
effective to order 50,000 of each label than it is to order 10,000 of each, but
the amount ordered will be completely dependent on the proceeds received from
the public offering. Our catalogs are ready to be printed and can be completed
in one week. Labeling and mailing would require one to two additional weeks.
Our email campaign is ready, and can be implemented in one week. Our print ads
are ready to be sent out. How soon they would actually appear would depend on
the magazine(s) we choose and the lead time they require before publication
date.
We will not place purchase orders for anything unless or until we have
raised sufficient capital through our public offering. A minimum of $5,000
to begin the email campaign and a minimum of $7,000, which includes the cost
of printing the catalogs would be required to implement a direct mail campaign,.
If our offering is not successful and we do not raise the proceeds to
implement any of our marketing strategies, we will have to rely on loans from
our current shareholders. Based on our current sales and financial condition,
we would require additional capital within the next 12 months.

DESCRIPTION OF PROPERTY
We currently own no real property. We lease offices at 4415 Ponca Avenue,
Toluca Lake, CA, warehouse space at 1819 Dana Street in Glendale, CA, and
warehouse space at 3935 Heritage Oak Court, Simi Valley, CA. Office lease is
$500 per month. Warehouse rent in Glendale is $500 per month. Simi rent is $5.00
per pallet which currently amounts to about $350 per month. We have no
investments in real estate mortgages or securities.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We are currently studying the possibilities of entering into a
relationship to manufacture and distribute a line of fashion accessories which
convert business clothes to evening wear. The line was designed by our
President, Deborah Duffy. The Vermont Witch Hazel Company would be the
controlling partner with a 51% interest. Our prospective partner is a general
partner in a garment manufacturing company in Italy and will oversee production
and sales and advance any funds necessary for production of the first order(s).
We have received an order for 10,000 pair of anklets at a price of $1.00 per
pair to be delivered November 1, 2000. At the writing of this prospectus we are
awaiting quotes from China, Italy and Jamaica to see if we can manufacture this
order at a cost that will be profitable to the proposed partnership.

<PAGE>

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Under our Articles of Incorporation we are authorized for 10,000,000
shares. One million one hundred forty nine thousand eight hundred and fifty
(1,149,850) of those shares have been issued and are not part of this public
offering. Under Rule 144, 327,500 shares were issued less than one year ago
and are restricted from sale. The remainder, 822,300, may become freely trading,
but are not freely traded now.

We currently have 31 shareholders of record of our common stock. Of those
shareholders, four have received stock for services rendered which included
public relations , sample making, professional consulting regarding this
offering, and booking national sales representatives. Four shareholders,
including our president, Deborah Duffy, have received stock from converted loans
made to us during the past three years. Since our company's inception we have
never declared a cash dividend on any of our common equity stock. We have
never been a profitable company to date. We would only consider issuing
dividends, if and when we became profitable. Our first priority is to re-invest
in our corporation, focus on expansion and continue to successfully market our
products. Even if we are profitable, we intent to meet all of these objectives
before we consider issuing any dividends. There is currently no public market
for our stock.

EXECUTIVE COMPENSATION
We have only one employee, Deborah Duffy, President and CEO. Ms.
Duffy receives $1040.00 every two weeks. Ms. Duffy holds no options or
warrants for future shares.

SUMMARY COMPENSATION TABLE

Annual Compensation Awards Payouts
(a) (b) (c) (e)
Deborah Duffy 1997 $31,000 none none
(President) 1998 $21,667 none none
1999 $27,040 none none

Our directors are not, nor have they ever been, compensated for their duties as
directors.

FINANCIAL STATEMENTS
Please see attached audited financial statements for fiscal years ending
1999 and 1999 and interim period ending April 30, 2000

<PAGE>

THE VERMONT WITCH HAZEL COMPANY

FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

INDEPENDENT AUDITORS REPORT F-1A

Financial Statements:
----------------------

Balance Sheet F-1

Statement of Operations F-2

Statement of Cash Flow F-3

Notes to Financial Statements F-4-F-7

<PAGE>

GERALD R. PERLSTEIN

CERTIFIED PUBLIC ACCOUNTANT

1260 S. BEVERLY GLEN BLVD., SUITE 106

LOS ANGELES, CA 90024

TELEPHONE (310) 275-4650

INDEPNDENT AUDITORS' REPORT
---------------------------

Board Of Directors
THE VERMONT WITCH HAZEL COMPANY
Toluca lake, California

I have audited the accompanying balance sheets of THE VERMONT WITCH HAZEL
COMPANY as of January 31, 2000, July 31, 1999 and 1998 and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
six months ended January 31 2000 and for the years ended July 31, 1999 and 1998.
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 January 31, 2000, July 31, 1999 and 1998 and the results of its operations,
stockholders' equity (deficit) and cash flows for the six months ended January
31, 2000 and for the years ended July 31, 1999 and 1998, 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 9 to the
financial statements, the Company has experienced operating losses over the past
five and one-half year (since inception), resulting in a deficit equity
position. 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 10. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/S____________________
Gerald R. Perstein
Los Angeles, California
March 16, 2000

THE VERMONT WITCH HAZEL COMPANY

BALANCE SHEET
APRIL 30, 2000
(UNAUDITED)

ASSETS
------
<S> <C> <C>
Current Assets:
Cash 1,862
Accounts receivable 1,489
Inventory 116,206
----------
Total current assets 119,557

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

TOTAL ASSETS $ 119,557
=========

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

Current Liabilities:
Accounts payable 9,208
Accrued liabilities 526
Note payable 2,500
----------
Total current liabilities 12,234

Commitments and Contingencies:

Stockholders' Equity (Deficit)
Preferred stock - no par value
Authorized 100,000 shares
Issued and outstanding - none
Common stock - no par value
Authorized 10,000,000 shares
Issued and outstanding - 1,149,850 shares 584,292

Retained deficit (476,969)
----------

Total Stockholders' Equity (Deficit) 107,323
- -------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 119,557

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

THE VERMONT WITCH HAZEL COMPANY

STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

<S> <C>
Sales 24,100

Cost of sales 21,418
----------

Gross profit 2,682

Rental income 8,390

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

Selling, general and administrative expenses (173,050)
----------

Net loss $(163,438)

Weighted average number of common shares outstanding: $ 994,725

Net loss per common share $ (0.16)

</TABLE>

The accompanying notes are an integral part of these statements.

THE VERMONT WITCH HAZEL COMPANY

STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss for the period (163,438)

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

Depreciation 2,392
Issuance of stock for services 68,000
(Increase)/Decrease in accounts receivable (411)
(Increase)/Decrease in inventory 11,178
Increase/(Decrease) in accounts payable (27,154)
Increase/(Decrease) in accrued liabilities (2,112)
---------

NET CASH USED IN OPERATING ACTIVITIES 111,545
---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of fixed assets, net 84,438
---------

NET CASH USED IN INVESTING ACTIVITIES 84,438
---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 96,250
Proceeds from borrowings 2,900
Reduction of mortgage principal (73,706)
---------
Net cash provided by financing activities 25,444
---------

NET INCREASE IN CASH 1,663

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

CASH BALANCE, END OF PERIOD $ 1,862
</TABLE>

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

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 nine months ended April 30, 2000 were:

Building $982
Improvements 642
Furniture and equipment 768
---
Total $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.

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE NINE MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

D. Recently Issued Accounting Pronouncements:
--------------------------------------------

In 1997, the Financial Accounting Standards Board (FASB) issued Statements No.
130, Reporting Comprehensive Income and No. 131, Disclosures about Segments of
an Enterprise and Related Information. The Company's adoption of these
statements had no material impact on the accompanying financial statements.

E. 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.

F. Statement of Cash Flows
--------------------------

Supplemental disclosure of cash flow information is as follows:

Conversion of debt to equity: $156,242

Cash paid during the periods for:

Interest 0
Income taxes 0

G. 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.

H. Inventory:
---------

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

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE NINE MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

I. Revenue Recognition:
--------------------

The Company recognizes revenue from the sale of its products at the date of
sale.

2. CONVERTIBLE NOTES PAYABLE
---------------------------

During March and April 2000, the holders of all the convertible notes payable
exercised their option to convert at the exercised price of $1.00 per share.
This resulted in the issuance of 128,000 shares of common stock.

The convertible notes payable were issued by the Company from November 1996
through October 1999. The initial conversion rate was $2.00. The conversion
rate was amended to $1.00 in September 1999 to coincide with the offering of
additional common stock for sale at that price. The holders of the notes waived
any accrued interest due to the reduction in the conversion rate.

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.

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.

The Company has approximately $477,000 of loss carryforwards available to reduce
future tax liability through the year 2019.
THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE NINE MONTHS ENDED APRIL 30, 2000
(UNAUDITED)

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 April 30, 2000,
the fair value of cash, accounts receivable, notes payable 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:
------

The Company presently leases its main office facilities from its majority
stockholder on a month to month basis, at a cost of $500 per month. The Company
presently 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 nine months ended April 30, 2000 was $11,025.

The Company is not presently involved in any litigation.

8. SUBSEQUENT EVENTS
------------------

A. Proposed sale to the Public:
-------------------------------

The Company has proposed to file a Form SB-2 with the Securities and Exchange
Commission so as to register the proposed sale of the Company's common stock to
the public. The Company proposes to sell 250,000 shares of its common stock at
$2.00 per share. If the proceeds from the offering are not sufficient to
continue the business, the Company proposes to borrow funds from current
shareholders.

THE VERMONT WITCH HAZEL COMPANY

FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999, AND 1998

Independent Auditor's Report F-9

Financial Statements:

Balance Sheets F-10-11

Statements of Operations F-12

Statement of Stockholders' Equity (Deficit) F-13

Statements of Cash Flows F-14

Notes to Financial Statements F-15-20

THE VERMONT WITCH HAZEL COMPANY

BALANCE SHEETS
ASSETS
---------------
<S> <C> <C> <C>

JANUARY JULY JULY
31, 2000 31, 1999 31, 1998
--------- --------- ---------
Current Assets:
Cash $ 5,209 $ 199 $ 4,165
Accounts receivable 1,833 1,078 496
Prepaid expenses 0 0 15,740
Inventory 116,253 127,384 148,623
--------- --------- ---------
Total current assets 123,295 128,661 169,024

Fixed Assets: 0 96,447 96,447
Land and building 6,141 6,141 6,141
--------- --------- ---------
Furniture and equipment 6,141 102,588 102,588
5,987 15,758 11,282
--------- --------- ---------
Less: accumulated depreciation 154 86,830 91,306

$ 123,449 $ 215,491 $ 260,330
TOTAL ASSETS

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

Current Liabilities:
Accounts payable 13,954 36,362 20,947
Accrued liabilities 28,613 27,553 21,857
Convertible notes payable 128,000 125,600 90,000
Mortgage payable, short term 0 1,380 1,380
--------- --------- ---------
Total current liabilities 170,567 190,895 134,184
Mortgage payable, long term 0 72,326 73,829
--------- --------- ---------
Total Liabilities 170,567 263,221 208,013

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 10,000,000 shares
Issued and outstanding - 927,850 shares
in 2000, 839,600 shares in 1999, and
818,500 shares in 1998 354,050 265,800 200,800

</TABLE>

VERMONT WITCH HAZEL COMPANY

BALANCE SHEETS CONTINUED

JANUARY JULY JULY
31, 2000 31, 1999 31, 1998
---------- ---------- ----------
<S> <C> <C> <C>
Retained deficit (401,168) (313,530) (148,483)
---------- ---------- ----------
Total Stockholders' Equity (Deficit) (47,118) (47,730) 52,317
---------- ---------- ----------

$ 123,449 $ 215,491 $ 260,330
========= ========= ==========
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

</TABLE>

The accompanying notes are an integral part of these statements.

THE VERMONT WITCH HAZEL COMPANY

STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

JANUARY JULY JULY
31, 2000 31, 1999 31, 1998
---------- ---------- ----------
<S> <C> <C> <C>
Sales $ 16,842 $ 155,425 $ 300,635

Cost of sales 10,466 97,832 241,228
---------- ---------- ----------

Gross profit 6,376 57,593 59,407

Rent and other income 8,390 9,013 10,750

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

Selling, general and administrative expenses (100,944) (231,653) (186,328)
---------- ---------- ----------

$ (87,638) $(165,047) $(116,171)
Net loss

Weighted average number of common shares
outstanding: 883,725 829,050 814,700
---------- ---------- ----------

Net Loss Per Share $ (0.10) $ (0.14)

$ (0.20)

</TABLE>

THE VERMONT WITCH HAZEL COMPANY

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

TOTAL
COMMON STOCK ACCUMULATED STOCKHOLDERS'
SHARES AMOUNT DEFICIT EQUITY (DEFICIT)
--------------- ------------- -----------------
<S> <C> <C> <C>
Balance July 31, 1997
(unaudited) 810,900 $180,800 $ (32,312) $ 148,488

Issuance of common shares
for cash 7,60020,000 20,000

Net loss for period (116,171) (116,171)
------------- -----------------

Balance July 31, 1998 818,500200,800 (148,483) 52,317

Issuance of common shares
for cash 21,10065,000 65,000

Net loss for period (165,047) (165,047)
------------- -----------------

Balance July 31, 1999 839,600265,800 (313,530) (47,730)

Issuance of common shares
for cash 61,25061,250 61,250

Issuance of common shares
for services 27,00027,000 27,000

Net loss for period (87,638) (87,638)
------------- -----------------

Balance January 31, 2000 927,850$354,050 $ (401,168) $ (47,118)
=================================================
</TABLE>

THE VERMONT WITCH HAZEL COMPANY

STATEMENTS OF CASH FLOW
FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

JANUARY JULY JULY
31, 2000 31, 1999 31, 1998
---------- ---------- ----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss for the periods $ (87,638) $(165,047) $(116,171)

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

Depreciation 2,238 4,476 4,476
Issuance of stock for services 27,000 0 0
(Increase)/Decrease in accounts receivable (755) (582) 17,491
(Increase)/Decrease in prepaid expenses 0 15,740 (1,021)
(Increase)/Decrease in inventory 11,131 21,239 45,940
(Increase)/Decrease in other assets 0 0 6,465
Increase/(Decrease) in accounts payable (22,408) 15,415 (48,917)
Increase/(Decrease) in accrued liabilities 1,060 5,696 15,989
---------- ---------- ----------

NET CASH USED IN OPERATING ACTIVITIES (69,372) (103,063) (75,748)
---------- ---------- ----------

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

NET CASH USED IN INVESTING ACTIVITIES 84,438 0 0
---------- ---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 61,250 65,000 20,000
Proceeds from borrowings 2,400 35,600 50,000
Reduction of mortgage principal (73,706) (1,503) 247
---------- ---------- ----------
Net cash provided by financing activities (10,056) 99,097 70,247
---------- ---------- ----------

NET INCREASE (DECREASED) IN CASH 5,010 (3,966) (5,501)

CASH BALANCE, BEGINNING OF PERIOD 199 4,165 9,666
---------- ---------- ----------

CASH BALANCE END OF PERIOD $ 5,209 $ 199 $ 4,165
===================================
</TABLE>

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

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

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

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

Depreciation expense for the six months ended January 31, 2000 and for the years
ended July 31, 1999 and 1998 were:

2,000 1999 1998
----- ---- ----

Building $ 982 $1,964 $1,964
Improvements 642 1,284 1,284
Furniture and equipment 614 1,228 1,228
------ ------ ------
Total $2,238 $4,476 $4,476

C. Loss Per Share:
----------------

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

D. Recently Issued Accounting Pronouncements:
--------------------------------------------

E. Impairments of Long Lived Assets
------------------------------------

F. Statement of Cash Flows
--------------------------

Supplemental disclosure of cash flow information is as follows:

Cash paid during the periods for:

2,000 1999 1998
----- ---- ----

Interest 0 0 0
Income taxes 0 $1,600 $1,600

G. Use of Estimates:
------------------

H. Inventory:
---------

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

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

I. Revenue Recognition:
--------------------

The Company recognizes revenue from the sale of its products at the date of
sale.

J. 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. CONVERTIBLE NOTES PAYABLE
---------------------------

The following table summarized information about convertible notes payable at
January 31, 2000, July 31, 1999 and July 31, 1998:

MATURITY INTEREST SHARES IF CONVERSION AMOUNT OF
DATES RATE CONVERTED RATE NOTES
------ ----- --------- ---- -----
January 31, 2000 Demand 12% 128,000 $1.00 $128,000
July 31, 1999 Demand 12% 125,600 $1.00 $125,600
July 31, 1998 Demand 12% 90,000 $1.00 $ 90,000

See subsequent event note re: conversion of notes payable.
The convertible notes payable were issued by the Company from November 1996
through October 1999. The initial conversion rate was $2.00. The conversion
rate was amended to $1.00 in September 1999 to coincide with the offering of
additional common stock for sale at that price.

At January 31, 2000 and at July 31, 1999 and 1998, accrued interest on the
convertible notes payable of approximately $28,242, $20,664 and $9,024,
respectively, is included in the accrued liabilities on the balance sheet.

3. CAPITAL STRUCTURE
------------------

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

4. INCOME TAXES
-------------

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 $401,000 of loss carryforwards available to reduce
future tax liability through the year 2019.

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 January 31, 2000,
July 31, 1999 and 1998, the fair value of cash, accounts receivable, notes
payable and accounts payable approximated carrying values because of the
short-term nature of these instruments.

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

7. CLOSURE OF RETAIL STORES
---------------------------

During 1997 the Company opened two retail stores. The first was the company
store in Vermont, whereas the second was a non-company owned store, owned by the
two majority stockholders of the Company located in Toluca Lake, California. In
January 1999 the Company took over the existing lease of the non-company owned
store for the period until its expiration in May 1999 at a cost of $742 per
month. Also, during 1999 the Company closed the Vermont store and rented the
facilities to non-related parties. The closure of the two stores resulted in a
write off of obsolete inventory (given to various charities), and a minor amount
of receivables of approximately $30,546.

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE SIX MONTHS ENDED JANUARY 31, 2000 AND
FOR THE YEARS ENDED JULY 31, 1999 AND 1998

8. COMMITMENTS AND CONTINGENCIES
-------------------------------

A. Leases:
------

The Company presently leases its main office facilities from its majority
stockholder on a month to month basis, at a cost of $500 per month. The Company
presently leases 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. There is no determinable future costs, except on a month to month
basis.

Rent expense for the six months ended January 31, 2000 and for the years ended
July 31, 1999 and 1998, was $7,730, $17,549 and $26,330, respectively.

The Company is not presently involved in any litigation.

9. 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 $87,638 during the six
months ended January 31, 2000. As of that date, the Company's current
liabilities exceeded its current assets by $47,272, and its stockholders'
deficit was $47,118. 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.

10. SUBSEQUENT EVENTS
------------------

A. Conversion of Notes Payable:
------------------------------

During March and April 2000 the holders of all the convertible notes payable
exercised their option to convert at the exercised price of $1.00 per share.
This resulted in the issuance of 128,000 shares of common stock.

B. Issuance of Additional Shares:
--------------------------------

During February and March 2000, 68,000 shares of common stock were sold, and
4,000 shares were issued for services, for $1.00 per share.

C. Proposed sale to the Public:
-------------------------------

<PAGE>
47

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.

PART II- INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS
We have no contract or arrangement that insures or indemnifies a
controlling person, director or officer of the company which affects his or her
liability in that capacity. Our bylaws provide for such indemnification,
subject to applicable law.
If available at a reasonable cost, we may purchase and maintain liability
insurance for our officers and directors in defense of any actions or lawsuits
in which they may be named by reason of their positions as officers and
directors.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Expenses in connection with the public offering of securities by the selling
shareholders related to this registration statement are as follows:

Securities and Exchange commission Filing Fee $ 132
Accounting Fees and Expenses $ 5,000
Legal Fees and Expenses $ 45,000
Printing and Engraving $ 3,000
Fees of Transfer Agent and Registrar $ 2,000
Blue Sky Fees and Expenses $ 1,500
Miscellaneous $ 500
---------
TOTAL $57,132
Estimated

RECENT SALES OF UNREGISTERED SECURITIES
Our initial Articles of Incorporation authorized 100 shares of common
stock. At that time Deborah Duffy was the founder and only stockholder. Ten
shares of common stock were issued to her as payment for the cost of
incorporating. The Articles were amended in July of 1995 to increase the number
of authorized shares to 1,000,000 shares of common stock and 100,000 shares of
preferred stock. Ms. Duffy received 609,990 shares of common stock for services
rendered between August 3, 1994 to June 30, 1995, and for all formulas, designs,
logos, intellectual property and inventory which then became assets of our
company.
July 15, 1995 we offered 100,000 shares of our common stock through a private
offering. The offering price per share was $1.25 sold in minimum increments
of 4000 shares. Six investors purchased 36,000 shares. Of these investors
three were accredited, two received the shares as gifts from one of the
accredited investors (their brother), and one was an experienced trader with
open brokerage accounts. Each investor was required to execute a Subscription
Agreement which we reviewed to determine if they were accredited and/or
knowledgeable investors. The new shareholders provided enough capital to
manufacture the labels and inventory necessary to fill our first contract with a
national health food chain.

At a special meeting held in December of 1995, the shareholders unanimously
voted to offer the existing stockholders (themselves) the right to purchase a
number of shares they owned at a price of $.01 per share. The special offer
expired December 31, 1995 and the amount they were allowed to purchase was no
more than the amount they currently owned. All seven shareholders purchased the
maximum amount of stock allowed to them with the exception of Deborah Duffy.
Ms. Duffy purchased an additional 5,000 shares for herself and 5,000 shares for
each of her three children.

Between January 1, 1996 and May 31, 1996 when the private offering expired,
seven more investors purchased shares of our common stock at the original price
of $1.25 per share. They were all accredited investors. Each prospective
investor received a prospectus of the offering and a subscription agreement
which outlined the risks of purchasing stock in a new, unprofitable company.
They executed the subscription agreement and returned it to us before they were
issued stock.

We needed to raise additional capital after the private offering had expired and
issued an amended private offering on June 1, 1996 for an additional 47,500
shares of our common stock at $2.63 per share. Three people who purchased stock
from the new offering were original investors. One shareholder received her
shares as a gift from an original shareholder. Five new investors were
accredited. One investor was sophisticated and had a stock portfolio purchased
through a broker. She solicited us after using our products and visiting our
store in Vermont and our licensed store in California. The total number of
shares sold in this amended offering was 36,500. The offer expired June 30,
1998.

Between January 24 and March 7, 1997 we financed part of our expenses through
Interest Bearing Convertible Promissory Notes. Two accredited shareholders, one
of our directors (Peter Cullen) and our president (Deborah Duffy) loaned us a
total of $93,000 in cash at 12% interest. Ms. Duffy loaned us $50,000, Peter
Cullen loaned us $43,000 and the two accredited shareholders each loaned us
$5,000. The notes gave the lenders the right to convert their notes, along with
accrued interest, into shares of common stock at a price of $2.63. In
September of 1999 when the shareholders voted to lower the price of our stock to
$1.00 per share, they also voted to allow the holders of the Promissory Notes to
convert their loans to shares at the current rate if they waived any accrued
interest. The lenders agreed and all the notes were converted to common stock
in March of 2000 at the price of $1.00 per share. There were no commissions
involved in any of these loans.

We paid $2,000 as commissions to two persons as fees for referring investors to
us. Other than the finders fees, none of the transactions involved any
underwriters, underwriting discounts or commissions, or any public offering. We
have been advised that each transaction was exempt from the registration
requirements of the Securities Act by virtue of Section 4 (2) and Regulation D.
The recipients in each transaction represented their intention to acquire the
securities for investment only and not with a view to or for sale.

Expenses attributable to the store and financing the cost of labels and
inventory of our new products far exceeded our projections and we amended the
private offering for a second time. The July 1, 1998 offering was for 47,500
shares of our common stock at $2.63 per share. Ms. Duffy and one of the
original investors purchased chased 15,400 shares. Two shareholders received
their shares as a gift from one of the original investors. Two new shareholders
received their shares for services rendered. Those services included public
relations, designing a new label, executing a marketing plan, hiring sales
representatives, and marketing consultations.
At a special meeting of all the shareholders held in September of 1999, after
the second amended had been closed, the shareholders both present and by proxy,
voted to amend the offering one more time to raise capital for expenses and for
a public offering. The offering was for 125,000 shares of our common stock at
$1.00 per share. Five current accredited investors purchased 51,500 shares.
Two relatives of one of the shareholders, both of whom were accredited,
purchased an additional 7500 shares. Outstanding convertible loans were
converted to stock. A consultant hired by us for registration of this public
offering received 35,000 shares of stock.

Outstanding loans of $51,000 to Deborah Duffy and $67,000 to Peter Cullen were
converted to stock between January 1, 2000 and May 15, 2000.

EXHIBITS
EXHIBIT NO. EXHIBIT NAME

3.1 Articles of Incorporation
3.2 By-laws
4.2 Specimen common Stock Certificate
5.1 Opinion of Lance N. Kerr Law Office
23.1 Consent of Gerald R. Perlstein, CPA, independent auditor
23.2 Consent of Lance N. Kerr Law Office (included in Exhibit 5.1)
27.1 Financial Data Schedule

<PAGE>
UNDERTAKINGS.
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
To file, during any period in which it offers or sales are being made, a
post-effective amendment to the registration statement: (i) to include any
prospectus required under Section 10(a)(3) of the Securities Act; (ii) reflect
in the prospectus any facts or events, which, individually or together,
represent a fundamental change in the information in the registration statement;
and (iii) include any additional or changed material information on the plan of
distribution. Notwithstanding the foregoing, any increase or decrease in the
volume of the securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the commission according to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement.
For determining liability under the Securities Act, to treat each such post
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bon fide
offering.
To file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that, in the opinion of the commission, such indemnification is against
public policy, as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the shares of common
stock being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
For determining any liability under the Securities Act, to treat the information
omitted from the form of prospectus filed as part of this registration statement
in reliance upon Rule 403A and contained in the form of prospectus filed by the
registrant according to Rule 424(b)(1) or (4) or 497(h) under the Securities Act
as part of this registration statement as of the time the commission declared it
effective.

II-2
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in
the City of Los Angeles, State of California, on the 24th day of July, 2000.

THE VERMONT WITCH HAZEL CO.
Deborah Duffy, President
/s/______________________

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the date stated.

September 22, 2000

DEBORAH DUFFY, President and Director and Chief Financial Officer
/s/______________________

RACHEL BRAUN, Secretary, Director
/s/______________________

PETER C. CULLEN, Director
/s/______________________