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Soyo Group Inc – ‘424B3’ on 2/19/01

On: Monday, 2/19/01, at 11:01am ET · As of: 2/20/01 · Accession #: 1103259-1-11 · File #: 333-42036

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/20/01  Soyo Group Inc                    424B3       2/19/01    1:75K                                    Chandler Peter

Prospectus — Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                            31±   124K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Labels: Offering, The The offering
1	1st Page - Filing Submission
"	The offering
4	Labels:

424B3 1st “Page” of 11 TOC ↑Top Previous Next ↓Bottom Just 1st
The Vermont Witch Hazel Co.

250,000 SHARES OF COMMON STOCK
$2.00 PER SHARE

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD READ "RISK
FACTORS", BEGINNING ON PAGE 6, WHICH DESCRIBES RISKS WHICH SHOULD BE
CAREFULLY CONSIDERED BEFORE YOU PURCHASE ANY SHARES.

"NOTICE TO VIRGINIA RESIDENTS"
This offering was approved in Virginia on the basis of a limited offering
qualification where offers and sales could only be made to proposed issuees
based on their meeting an investor suitability standard as an accredited
investor as defined in Rule 501 of Regulation D.

We 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 will offer and sell the shares directly.
Sales will be effected through our officers and directors. No outside
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. Any funds submitted to Vermont Witch Hazel by a
subscriber who has been rejected will be returned within 10 working days of the
rejection.

Funds will be held in a special Vermont Witch Hazel bank account until such
time as the completed subscription agreements are reviewed and The Vermont Witch
Hazel Company is satisfied that the purchasers of said shares are approved. At
that time shares will be issued and funds will be transferred to The Vermont
Witch Hazel Company operating account. Unapproved subscribers will have their
money returned, interest free, within 30 days of the Company's receipt of their
funds and subscription agreement

We will be self underwriting this offer. The offering will end 90 days
from the effective date of registration.

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 February 15, 2001

424B3 2nd “Page” of 11 TOC 1st Previous Next ↓Bottom Just 2nd
TABLE OF CONTENTS
PART I

250,000 Shares of Common Stock 1
Summary of Information 3
Risk Factors 4
Capitalization 6
Use of Proceeds 6
Determination of Offering Price 8
Dilution 8
Selling Security Holders 9
Plan of Distribution 9
Legal Proceedings 10
Directors, Executive Officers, Promoters and Control Persons 10
Security Ownership of Certain Beneficial Owners and Management 11
Description of Securities 12
Transfer Agent 12
Interest of Named Experts and Counsel 12
Disclosure of Commission's Position of
Indemnification for Securities Act Liabilities 12
Organization Within Last Five Years 13
Description of Business 13
Illustrations I-1 to I -3
Management's Discussion and Analysis 16
Plan of Operation 17
Result of Operations 18
Changes in Statements of Cash Flow 19
Weighted Average Number of Common Shares Outstanding 20
Description of Property 20
Market for Common Equity and Related Stockholder Matters 21
Executive Compensation 21
Index to Consolidated Financial Statements F
Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 22
Delivery of Prospectuses by Dealers 22
Available Information 22

PART II
Indemnification of Directors and Officers 23
Other Expenses of Issuance and Distribution 23
Recent Sales of Unregistered Securities 23
Exhibits 24
Undertakings 24
Signatures 26

424B3 3rd “Page” of 11 TOC 1st Previous Next ↓Bottom Just 3rd
SUMMARY INFORMATION AND RISK FACTORS

SUMMARY

You should read the following summary together with the more
detailed information regarding The Vermont Witch Hazel 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. 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.

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 3
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.

424B3 4th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 4th
We have no long term contracts with retailers, and there is no guarantee we
will have any in the future, which could adversely affect our ability to become
a profitable company.
We were incorporated August 3, 1994 and have been operating a skin care
manufacturing business since April, 1995. In October 1995 a 120+ store chain,
began purchasing our products for their stores. The relationship lasted three
years, but was terminated in 1999. In November of 2000 we were contracted on a
one-time only basis to supply this chain with 6,000 cases of Towelettes. We
have no long-term contract with this chain and there is no guarantee that we
will receive future orders from them.

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. Even if sales are good, there
is no guarantee that we will ever receive a contract for all 400 stores.

Our independent auditor has doubts about our ability to continue as a going
concern if we do not raise additional capital and develop sufficient revenues to
become profitable
Although our financial statements have been prepared assuming we
will continue in operation 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. You should not invest unless you can afford to lose your entire
investment.

The possibility of not being able to obtain future purchase orders could
seriously undermine our business plan.
At this time we do not have a purchase order from any mass market
chain to sell our products. Orders from chains like Longs Drugs are an
essential part of our business plan. The buyers for Longs Drugs have told us
they will not give us a purchase order for our products, for chain-wide
distribution, until we update our labels, and we agree to support our products
with a minimal amount of advertising. A portion of the proceeds from this
offering has been budgeted for these expenses, but there is no guaranty that
even if we change our labels, replace our inventory and advertise, Longs Drugs,
or any other chain, will give us a significant purchase order for our products.

Our management has not done a feasibility study of our expansion plan and
there is no guarantee our proposed plan will make the company viable
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 to date. There is no guarantee that we have exercised good
judgment in the feasibility of this project and there is no data to support our
reliance on this form of advertising and expansion.

If our president and founder dies or decides to leave the company we have
no executive in place who is able to replace her, and her absence could greatly
affect the company's ability to continue as a going concern
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 Vermont Witch Hazel Company's
proprietary products, designed the labels and the logos for all our 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 company.

Large competitors in the skin care market could duplicate our products
which would lower our market share
Witch hazel has been a medicine cabinet staple for decades, but
lost favor shortly after World War II. There has been a resurgence in its
popularity in the last few years and it is now being used as an ingredient in
random over-the-counter creams, lotions, and cleansers of many different
companies. We feel we are unique in that we use witch hazel as a base
ingredient in every product we manufacture. At this time there are no other
complete lines of (human) skin care or natural pet care using witch hazel.
But there is no guarantee that competitors from another segment of the industry,
with considerable financial holdings and influence, will not try to duplicate
our products.

Distribution of our products could be seriously curtailed if we are unable
To attract reliable distribution companies because they are hesitant to carry
new products.
We currently distribute our own products along with a small local
distributor for health food stores in Southern California, Arizona, Washington
and Oregon. Part of our marketing plan relies on further distribution through
companies and product representatives who specialize in mass market chains.
Distribution companies tend to limit their lines of products to those with a
known sales history and are reluctant to carry new 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.

We are self underwriting the offering and may not be able to raise any of
the required Proceeds.
Because we are self-underwriting this offering, we may not be able
to sell all or even a significant portion of our shares and might not be able to
raise enough proceeds to implement any of our strategies. 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.

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.

Because we have broad discretion regarding the use of proceeds from this
offering, some investors may not agree with our decisions.
Our management maintains broad discretion with respect to the use of
the offering's proceeds. Although we have outlined our priorities we are not
obligated to follow these priorities.

CAPITALIZATION

The following table sets forth:

Capitalization as of October 31, 2000.
Actual
(Unaudited)
----------
Shareholders' Equity:

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 (actual) 1,149,850 $604,292

Accumulated deficit $(513,030)
---------

Total shareholders' equity $91,262
------

Included in the actual column is the conversion of $128,000 of convertible notes
payable into 128,000 shares of common stock.

USE OF PROCEEDS
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 in Item 4, Use of Proceeds, to advertise our web
sites and sell directly to the public will be a major factor in turning The
Vermont Witch Hazel 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. We have already seen an improvement in
sales in the first quarter of fiscal year 2000-20001. The gross sales for the
quarter ending October 31, 2000, ($30,924) are more than the gross sales for the
entire fiscal year of 1999-2000 ($30,309).

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.

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.
Before a broker may recommend the purchase of a penny stock he or she is
required to determine that the purchase is a suitable investment for the
prospective purchaser. The requirement may hinder the purchase of penny stocks
by the public.

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 $255,000.

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 $ 45,000
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 our 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 company profitable. We may have
to borrow money from our stockholders to manage the expenses until then.

We intend to begin our advertising campaign as soon as possible.
Therefore, we will begin using the proceeds from the offering as soon we receive
them. Any changes to our proposed allocation of estimated net proceeds will be
made by our board of directors.

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. Our projected sales over the next two years was a major factor in
determining the share price of $2.00 as well as our limited number of
outstanding shares and the fact we have no long-term debt. This price has been
supported by our 330% increase in sales for the quarter ending October 31, 2000
versus the quarter ending October 31, 1999. Should all shares be sold in the
public offering there will still be less than 1,400,000 shares outstanding.

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 $92,262 at,
October 31, 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 $591,262, at October 31, 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 October 31, 2000 $0.08
Pro forma increase attributable to new investors $0.34
Pro forma net tangible book value per share after the offering $0.42
Pro forma dilution per share to new investors $1.58

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

SELLING SECURITY HOLDERS

There are no current shareholders of The Vermont Witch Hazel Company who
are offering their own shares up for sale. The shares being offered belong to
The Vermont Witch Hazel 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. We
will receive any proceeds from the sale of these shares and we will use these
proceeds as outlined in USE OF PROCEEDS.

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
the Exchange Act Rule 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 not be receiving commissions and no person selling stock is a
disqualified person as defined in the Securities Act of 1933.

We will use our email list to make a general announcement of our public
offering to customers who live in states in which we have been approved to sell
our stock. On our Home Page the announcement will read:

424B3 5th “Page” of 11 TOC 1st Previous Next ↓Bottom Just 5th
THE VERMONT WITCH HAZEL COMPANY, A VERMONT CORPORATION, IS CONDUCTING AN
OFFERING OF 250,000 SHARES AT $2.00 PER SHARE, AVAILABLE IN MINIMAL INCREMENTS
OF $250, FOR AN AGGREGATE OFFERING OF $500,000. FURTHER DETAILS MAY BE OBTAINED
IN THE PROSPECTUS AVAILABLE FROM OUR OFFICE UPON REQUEST.

The following cautions will be listed below the announcements.
(I) NO MONEY OR OTHER CONSIDERATION IS BEING SOLICITED BY MEANS OF
THIS ANNOUNCEMENT NOR WILL MONEY BE ACCEPTED. AN OFFER MAY BE MADE ONLY BY MEANS
OF THE PROSPECTUS WHICH IS AVAILABLE FROM OUR OFFICE. (II) AN INDICATION OF
INTEREST MADE BY A PROSPECTIVE PURCHASER SHALL INVOLVE NO OBLIGATION OR
COMMITMENT OF ANY KIND.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES MENTIONED
HEREIN. AN OFFER MAY BE MADE ONLY BY PROSPECTUS AND MAY ONLY BE MADE BY THE
COMPANY IN A JURISDICTION IN WHICH A CURRENT REGISTRATION STATEMENT IS IN EFFECT
OR WHERE THE COMPANY IS RELYING ON AN EXEMPTION FROM REGISTRATION UNDER THE LAWS
OF THE JURISDICTION(S) IN WHICH IT IS MAKING ITS OFFER.
A PROSPECTUS WILL ONLY BE SENT TO PROSPECTIVE PURCHASERS WHO ARE RESIDENTS OF
THE FOLLOWING STATES IN WHICH OUR REGISTRATIONS STATEMENT IS IN EFFECT:
California
Vermont
New York
Connecticut
Massachusetts
Virginia

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:

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NAME AGE POSITION

Deborah Duffy 57 President, CEO, Director

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 a voice-over specialists in Hollywood. For
the past five years he has been an announcer for NBC, ABC and the Travel
Channel. 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 Vermont Witch Hazel 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.

We have no employment agreements with any of our officers.

Executive compensation is not expected to change following the completion of
this offering.

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:
each person known to us to be the beneficial owner of 5% or more of our
outstanding shares;
the officers and directors individually and
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%

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 The Vermont Witch Hazel Company available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of the affairs of The Vermont Witch Hazel 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 our directors 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 Vermont Witch Hazel Company is Gerald R. Perlstein, CPA
who owns none of our shares.

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.

ORGANIZATION WITHIN THE LAST FIVE YEARS

In May of 1996, The Vermont Witch Hazel Co. purchased a commercial property
from the company's president, Deborah Duffy. At that time there were only 2
directors, one of which Ms. Duffy, was an interested party to the transaction.
Although the stockholder's ratified the sale at the next shareholder's meeting,
the by-laws were amended at that meeting to increase the number of directors
from 2 to 3 to be sure there could be a majority of disinterested directors in
any future transactions.

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.

Our customers from the health food chain who were no longer able to
purchase our products, wrote, e-mailed us 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 date
base of known purchasers for our new direct mail order catalogs and our opt-in
e-mail 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 change those labels and update our inventory.

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. We do 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.

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, like 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 SKU, which is every size of each product.
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.

We have expanded our natural skin care line from six products in 1995 to
eleven as of the date of this
prospectus. They include:
4 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);
3.2 oz non-aerosol, refillable Citrus Shave Foam (proprietary formula);
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),
Veterinary Protective Gel, a first aid gel solution.

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 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) 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 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.

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 liss 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 of customers actually visiting the sites and making a purchase
as a result of 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 with 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Our financial projections are based on defined expenses and the
ability to attract mass market chains. 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. 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 our expenses for approximately two years if it is
sold at the rate of $10,000, retail, per month.

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,.

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If our offering is not successful and we do not raise the proceeds
to implement any of our marketing strategies, we will have to ask our current
shareholders to loan us operating capital. At this time we have no written
agreements with any of our shareholders to loan us funds. Based on our current
sales and financial condition, we would require additional capital within the
next 12 months.

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.

Our gross sales for the quarter ending October 31, 2000, $30,958,
exceeds the total sales for the entire fiscal year ending July 31, 2000,
$30,309. The increase in sales can be attributed to an increase in catalog and
Internet sales and repeat orders from chain stores, . We intend to continue
increasing sales, though not necessarily at this high rate, over the next year.
Our goal for year end July 31, 2001 is $100,000, an increase of 30.3%.

Current stockholders net tangible valuable will be diluted by this offering
This offering involves a dilution of net tangible value of $92,262
at, October 31, 2000, to the existing shareholders. The current net tangible
value of our current shareholders stock will be diluted by this offering.

There is no current market for our shares
There is currently no market for our shares. There can be no
assurances that a market will develop, or, if such a market should develop, that
it would be sustained with sufficient liquidity to permit someone to sell their
shares at any time. There are no assurances that the shares could ever be sold
at or near the offering price, or at all, even in an emergency.
Any sales of substantial amounts of common stock could have a significant
adverse effect on the market price of the common stock.

In the past, we lacked sufficient disinterested independent directors to
ratify a transaction
Our by-laws originally called for two directors. Some of our past
transactions which are now closed may not have had two disinterested directors
at the time of the transactions and would have lacked sufficient disinterested
independent directors to ratify the transactionsThe number of directors of The
Vermont Witch Hazel Company was changed in September of 1996 to three.

Forward looking statements may differ materially from actual results
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 Vermont Witch Hazel Company may
differ materially from actual results.

PLAN OF OPERATIONS
The first step in our plan of operations is to prioritize the
proceeds from this offering to generate sufficient revenues to cover our monthly
overhead.

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.

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 immediately begin a new direct mail campaign with 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.

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 $255,000.

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RESULT OF OPERATIONS-FISCAL YEAR 2000 VERSUS FISCAL YEAR 1999 AND FISCAL YEAR
1998

REVENUES:
Revenues for the year ended July 31, 1999 decreased to $155,425 from
revenues of $300,635 for the year ended July 31, 1998, a decrease of $145,210 or
48%. Fiscal year ending July 31, 1998 was the last full year of our
relationship with a natural health store chain, our largest customer, and sales
from that relationship accounted for 80% of our gross revenues for that year.

Revenues for the year ended July 31, 2000 decreased to $30,309 from
revenues of $155,425 for the year ended July 31,1999, a decrease of $125,116 or
80.5%. Revenues decreased primarily because we no longer had a relationship
with a natural health store chain, which ended in May of 1999, and we closed our
company store in May of 1999. Sales to the health store chain in the year ended
July 31,1000 amounted to $125,232 which was 81% of our gross revenues. Although
our company store was not profitable, our sales to the store accounted for
$13,494 of our revenues in the year ended July 31,1999, or 9%.

Sales for the quarter ending October 31, 2000 was $30,958 as
compared to$9,339 for the quarter ending October 31, 1999 an increase of 331`%.
The increase in sales can be attributed to an increase in catalog and Internet
sales and repeat orders from chain stores. We intend to continue increasing
sales, though not necessarily at this high rate, over the next year. Our goal
for fiscal year ending July 31, 2001 is $100,00, an increase of 30.3%

GENERAL AND ADMINISTRATIVE EXPENSES:
General and administrative expenses increased to $231,653 for the
year ended July 31, 1999 from $186,328 for the year ended July 31, 1998
an increase of $45,325 or 20%. The increase was due primarily to expenses
associated with increases in advertising, insurance, samples, and legal and
professional services. About $20,000 of inventory with outdated labels
was given away as samples.

General and administrative expenses decreased to $199,531 for the
year ended July 31,2000 from $231,653 for the year ended July 31,1999, a
decrease of $32,122 or 14%. Had it not been for extraordinary expenses in
excess of $60,000 incurred in preparation and filing for this public offering,
our general and administrative expenses for the year ending July 31, 2000 would
have decreased to less than $140,000.

General and administrative expenses for the quarter ended October
31, 2000 was $23,663 compared to $35,968 for the quarter ended October 31, 1999,
a decrease of 34%. This decrease was primarily due to the closing of our stores
and subsequent reduction of personnel.

LOSS FROM OPERATIONS:
We had a loss from operations of $165,047 for the year ended July
31, 1999 versus a loss of $116,171 for the year ended July 31, 1998, an increase
of $48,876 or 30%. The increased loss was primarily due to inventory
manufactured and warehoused for the health food chain before the relationship
was severed.

We had a loss from operations of $188,881 for the year ended July
31, 2000 versus a loss of $165,047 for the year ended July 31, 1999, an increase
of $23,834 or 14%. The increased loss was primarily due to the extraordinary
expenses incurred in preparation and filing for this public offering.

Loss from operations for the quarter ended October 31, 2000 was
$10,619 compared to $24,700 for the quarter ended October 31, 1999, a decrease
of 57%. This decrease was primarily due to cutting back on our expenses and an
increase in our sales.

INTEREST EXPENSE:
Interest expenses increased to $19,685 for the year ended July 1999
from $15,156 for the year ended July 31, 1998, an increase of $4,529 or 23%.
The increase was primarily due to accrued interest on loans made to us by
stockholders.

Interest expense decreased to $11,634 for the year ended July
31,2000 from $19,685 for the year ended July 31, 1999, a decrease of $8,051 or
41%. The decrease was due to the conversion of shareholder loans to stock and
the sale of our building in Windsor, Vermont in January of 2000.

Interest expense for the quarter ended October 31, 2000 was $215 compared to
$6564 for the quarter ended October 31, 1999The decrease was due to the
conversion of shareholders loans to stock and the sale of real estate.

OTHER INCOME:
Rent and other income decreased to $9,013 for the year ended July
31, 1999 from $10,750 for the year ended July 31, 1998, a decrease of $1737 or
15%. The decrease was due to vacancies in our building in Windsor, Vermont.

Rent and other income decreased to $8,390 for the year ended July
31, 200 from $9,013 for the year ended July 31, 1999, a decrease of $623 or 7%.
The decrease was due to the cessation of rents when our building was sold in
January 2000.

There was no rental income for the quarter ended October 31, 2000
as compared to $4115 for the quarter ended October 31, 1999. This decrease was
due to the sale of real estate.

CHANGES IN STATEMENTS OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES:
We had an increase in cash used in operating activities of $27,315
or 36% from July 31, 1998 to July 31, 1999. This was primarily due to the
increase in net loss in the two periods and by changes in operating assets and
liabilities.
We had an increase in cash used in operating activities of $36,750
or 36% from July 31, 2000 due to an increase in net loss for the period, offset
by non-cash items. This was primarily issuance of stock for services and by
changes in operating assets and liabilities.

We have decreased cash used in operating activities from $25,619 for the quarter
ended October 31, 1999 to $16, 199 for the quarter ended October 31, 2000. This
was primarily due to a decrease in operating loss for the period, an increase in
accounts receivable and a decrease in inventory

CASH FLOWS FROM INVESTING ACTIVITIES:
We had an increase of cash from investing activities during the
year ended July 31, 2000 due to the sale of a building and improvements in
Vermont.

There was no investing activity in the quarter ending October 31, 2000 and
October 31, 1999.

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash flows from financing activities increased $28,850 or 41% from
July 31, 1998 to July 31, 1999 due primarily to the sale of common stock.

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Cash flows from financing activities decreased $37,153 or 37% from
July 31, 1999 to July 31, 2000. This was primarily due to an increase in sale
of common stock and the reduction of mortgage principal due to the sale of a
building in Vermont.

Cash flows from financing activities decreased from $26,939 for the quarter
ended October 31, 1999 to $10,000 for the quarter ended October 31, 2000. This
was primarily due to decrease in sale of stock.

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

An increase of 14,350 shares from July 31, 1998 to July 31, 1999
was due to shares issued for cash.

The weighted average number of shares of 1,025,059 for the year
ended July 31, 2000 grew from 829,050
for the year ended July 31, 1999, an increase of 196,009 shares or 24%. The
increase resulted from issuing 128,000 shares upon conversion of Convertible
Demand Notes, 116250 shares in return for cash invested in The Vermont Witch
Hazel Company during the year and 66,000 shares issued in return for services
provided to us.

DESCRIPTION OF PROPERTY

We currently own no real property. We lease offices at 4415 Ponca
Avenue, Toluca Lake, CA, from Deborah Duffy. Our rent ($500 per month)
includes two offices and a shipping room and is approximately one third to one
half the rent we would pay at current rates if we were to lease elsewhere. Our
warehouse spaces are located at 1819 Dana Street in Glendale, CA, and 3935
Heritage Oak Court, Simi Valley, CA. 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.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
There are currently issued and outstanding 1,149,850 shares of
common stock. Affiliates own 967,350 of these shares. Of the remaining 182,500
issued shares of common stock, 50,000 were issued less than one year ago, and
are therefore restricted from sale, leaving 132,500 shares of common stock
available for sale in the public market.

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 inception we have never
declared a cash dividend on any of our common equity stock. We have never been
profitable 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 nor does she have an employment agreement with The
Vermont Witch Hazel Company

SUMMARY COMPENSATION TABLE

Annual Compensation Awards Pay-outs
(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. Executive compensation is not expected to change following
the completion of this offering.

FINANCIAL STATEMENTS

Please see attached audited financial statements for fiscal years ending
July 31, 2000, 1999 and 1998.

FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

THE VERMONT WITCH HAZEL COMPANY

FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

FINANCIAL STATEMENTS:

BALANCE SHEET 1

STATEMENTS OF OPERATIONS 2

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) 3

STATEMENTS OF CASH FLOWS 4

NOTES TO FINANCIAL STATEMENTS 5-8

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THE VERMONT WITCH HAZEL COMPANY

BALANCE SHEETS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(unaudited)

ASSETS
------

OCTOBER JULY
31, 2000 31, 2000
(Unaudited) (Audited)

Current Assets:
Cash $ 569 $ 6,768
Accounts receivable 26,184 1,533
Inventory $ 139,466 $ 138,689

Fixed Assets:
Furniture and equipment 6,141 6,141
Less: accumulated depreciation 6,141 6,141
--------- ----------
0 0
TOTAL ASSETS $ 139,466 $ 138,689
--------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current Liabilities:
Accounts payable 20,293 19,191
Accrued liabilities 911 617
Notes payable 27,000 17,000
--------- ----------
Total current liabilities 48,204 36,808

Commitments and Contingencies:

Stockholders' Equity (Deficit)
Preferred stock - no par value
Authorized 1,000,000
Issued and outstanding - none
Common stock - no par value
Authorized 10,000,000 shares
Issued and outstanding - 1,149,850 shares 604,292 604,292

Retained deficit (513,030) (502,411)
---------- -----------

Total Stockholders' Equity 91,262 101,881
---------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 139,466 $ 138,689
---------- -----------
The accompanying notes are an integral part of these statements.
UF-1

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THE VERMONT WITCH HAZEL COMPANY

STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(unaudited)

2000 1999
------ ------

Sales $ 30,958 $ 9,339

Cost of sales 17,914 2,186
--------- --------

Gross profit 13,044 7,153

Rent and other income - 4,115

Selling, general and administrative expenses (23,663) (35,968)
---------- ---------

NET LOSS (10,619) $(24,700)
---------- ---------

Weighted average number of common shares outstanding: 1,149,850 864,600
----------- -----------

Net loss per common share $ ( 0.09) $ (0.03)
----------- ---------

[Enlarge/Download Table]

THE VERMONT WITCH HAZEL COMPANY

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

TOTAL
COMMON STOCK ACCUMULATED STOCKHOLDERS
SHARES AMOUNT DEFICIT EQUITY (DEFICIT)
--------------------- ------------- -----------------

Balance July 31,2000 1,149,850 $604,292 $(502,411) $101,881

Net loss for period $ (10,619) $(10,619)
----------- ----------------

Balance October 31, 2000 1,149,850 $604,292 $(513,030) $ 91,262
--------------------- ----------- ----------------

The accompanying notes are an integral part of these statements

UF-3

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THE VERMONT WITCH HAZEL COMPANY

STATEMENTS OF CASH FLOW

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES: 2000 1999
---------- ----------

Net loss for the period $(10,619) $(24,700)
Adjustments to reconcile net loss to net cash
used by operating activities:

Depreciation - 1,119
(Increase)/Decrease in accounts receivable (24,651) (2,000)
(Increase)/Decrease in inventory 17,675 (1,481)
Increase/(Decrease) in accounts payable 1,102 114
Increase/(Decrease in accrued liabilities 294 1,329
----------- ----------

NET CASH USED IN OPERATING ACTIVITIES (16,199) (25,619)
----------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES - -

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock - 25,000
Reduction of mortgage principal - (1,061)
Proceeds from borrowings 10,000 3,000
--------- ---------
Net cash provided by financing activities 10,000 26,939
--------- ---------

NET INCREASE (DECREASE) IN CASH 6,199 1,320

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

CASH BALANCE, END OF PERIOD 569 $1,519
--------- ---------

The accompanying notes are an integral part of these statements

UF-4

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(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, hypo-allergenic 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 lives of 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 three months ended October 31, 2000 was: none

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

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

UF-5

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(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:

Cash paid during the period for August 1 to October 31,2000:

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.

UF-6

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THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

I. 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.

J. Management Representation
---------------------------

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

2. 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 $513,000 of loss carry forwards available to
reduce future tax liability through the year 2019.

.3. 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 October 31, 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.

UF-7

THE VERMONT WITCH HAZEL COMPANY

NOTES TO FINANCIAL STATEMENTS CONTINUED

FOR THE THREE MONTHS ENDED OCTOBER 31, 2000 AND 1999
(UNAUDITED)

4. 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 three months ended October 31, 2000 was $3,056.

The Company is not presently involved in any litigation.

5. 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 $10,619 for the three
months ended October 31, 2000 on sales of $30,958. As of that date, the
Company's current liabilities exceeded its current assets (excluding inventory
of $112,713, for which sales must be generated in order to properly expense) by
$21,451. 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.

6. 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.

UF-8

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

DELIVERY OF PROSPECTUSES BY DEALERS

UNTIL MAY16,2001 ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, , MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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.

END OF PROSPECTUS

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 16th day of February, 2001

/S/ Deborah Duffy, President
THE VERMONT WITCH HAZEL CO.

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.

February 16, 2001

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

/s/ RACHEL BRAUN, Secretary, Director

/s/ PETER C. CULLEN, Director

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B3’ Filing	Date	First	Last	Other Filings

	7/31/01	7	8	10KSB
Filed as of:	2/20/01
Filed on:	2/19/01
	2/16/01	11
	2/15/01	1
	10/31/00	4	10
	7/31/00	7	9
	3/15/00	6
	12/31/99	6
	10/31/99	4	10
	8/1/99	7
	7/31/99	6	9
	12/31/98	6
	7/31/98	8	9
	12/31/97	6
	7/31/97	6
	9/16/96	9
	11/1/94	9
	10/4/94	9
	8/3/94	4	9
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Filing Submission 0001103259-01-000011 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Soyo Group Inc – ‘424B3’ on 2/19/01

On: Monday, 2/19/01, at 11:01am ET · As of: 2/20/01 · Accession #: 1103259-1-11 · File #: 333-42036

Prospectus — Rule 424(b)(3)Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(3)
Filing Table of Contents