AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 22, 2001
REGISTRATION NO.______________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
SUPPLIFE.COM INC.
(EXACT NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)

WASHINGTON 5499 91-2075824
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) INDUSTRIAL CODE) IDENTIFICATION NUMBER)

44 CHARLES STREET WEST, APT. 1810
TORONTO, ONTARIO CANADA M4Y 1R7
(416) 961-8030
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
-------------

AGENT FOR SERVICE: WITH A COPY TO:
MARIE GRUSON, PRESIDENT JAMES L. VANDEBERG
SUPPLIFE.COM INC. OGDEN MURPHY WALLACE, PLLC
44 CHARLES STREET WEST, APT. 1810 1601 FIFTH AVENUE, SUITE 2100
TORONTO, ONTARIO CANADA M4Y 1R7 SEATTLE, WASHINGTON 98101
(416) 961-8030 (206) 447-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]

CALCULATION OF REGISTRATION FEE

============================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE REGISTRATION FEE
- --------------------------- ---------- --------------- --------------- -----------------

Class A Common Stock . . . 2,500,000 $ .01 $ 25,000 $ 6.25
=========================== ========== =============== =============== =================

THE REGISTRATION HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

SUBJECT TO COMPLETION-[ENTER DATE, 2001]

PROSPECTUS

, 2001

SUPPLIFE.COM INC.

44 CHARLES STREET WEST, APT 1810
TORONTO, ONTARIO CANADA M4Y 1R7
(416) 961-8030

2,500,000 SHARES OF COMMON STOCK

This is the initial public offering of common stock of Supplife.com Inc.,
and no public market currently exists for shares of Supplife's common stock. The
initial public offering price is $0.01 per share of common stock which was
arbitrarily determined. The offering is on a best efforts-no minimum basis.
There is no minimum purchase requirement and no arrangement to place funds in an
escrow, trust, or similar account. The latest date on which this offering will
close will be 90 days after the date of this prospectus.

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

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 2.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. THE INFORMATION
IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE
SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

TABLE OF CONTENTS

PAGE
----
PART I-PROSPECTUS

Prospectus Summary .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Risk Factors .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Selling Security Holders .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Plan of Distribution .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Directors, Executive Officers, Promoters and Control Persons .. . . . . . . . . . . . 4

Security Ownership of Certain Beneficial Owners and Management .. . . . . . . . . . . 4

Description of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Interest of Named Experts and Counsel . . . . . . . . . . . . . . . . . . . . . . . . 5

Disclosure of Commission Position on Indemnification for Securities Act Liabilities . 5

Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Management's Discussion and Analysis or Plan of Operation . . . . . . . . . . . . . . 13

Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Certain Relationships and Related Transactions .. . . . . . . . . . . . . . . . . . . 14

Market for Common Equity and Related Stockholder Matters .. . . . . . . . . . . . . . 14

Executive Compensation .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Financial Statements .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

PROSPECTUS SUMMARY

SUPPLIFE.COMINC.

Supplife.com Inc. is a corporation formed under the laws of the State of
Washington, whose principal executive offices are located in Toronto, Ontario,
Canada.

The primary objective of the business is designed to market high-quality,
low-cost vitamins, minerals, nutritional supplements, and other health and
fitness products to medical professionals, alternative health professionals,
martial arts studios and instructors, sports and fitness trainers, health and
fitness professionals, school and other fund raising programs and other similar
types of customers via the Internet for sale to their clients in Michigan.

NAME, ADDRESS, AND TELEPHONE NUMBER OF REGISTRANT

Supplife.com Inc.
44 Charles Street West, Apt. 1810
Toronto, Ontario Canada
(416) 961-8030

THE OFFERING

Price per share Offered . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$0.01
Common Stock Offered by Supplife . . . . . . . . . . . . . . . . . . . . . . . . . . .2,500,000 shares
Common Stock Outstanding Prior to Offering . . . . . . . . . . . . . . . . . . . . . 5,100,000 shares
Common Stock Outstanding After Offering Assuming 50% of the Offering is Sold . . . . 6,350,000 shares
Common Stock Outstanding After Offering Assuming 100% of the Offering is Sold . . . . 7,600,000 shares

Supplife expects to use the net proceeds for organizational purposes and to
determine the feasibility of selling Vitamineralherb.com products to specific
markets.

RISK FACTORS

Supplife.com Inc. Has Incurred Losses Since Its Inception November 14,
2000 and Expects Losses to Continue For the Foreseeable Future

Supplife is in the extreme early stages of development and could fail
before implementing its business plan. It is a "start up" venture that will
incur net losses for the foreseeable future. Supplife has only recently acquired
its principal asset. Supplife will incur additional expenses before becoming
profitable, if it ever becomes profitable. It is a relatively young company that
has no history of earnings or profit. There is no assurance that it will operate
profitably in the future or provide a return on investment in the future.

Changes or Interruptions to Supplife's Arrangements with Its Supplier May
Have an Adverse Effect on Its Ability to Operate

If Supplife's licensor defaults under its agreement with its supplier,
Supplife could lose access to its manufacturing source, and Supplife
distribution rights would become meaningless. Similarly, any dispute between the
supplier and licensor could prevent Supplife from selling or delivering product
to its customers. Any termination or impairment of Supplife's license rights and
access to products could prevent Supplife from implementing its business plan,
thereby limiting its profitability and decreasing the value of its stock.

If the Vitamineralherb.com Business Plan Does Not Prove To Be Feasible,
Supplife May Be Considered a Blank Check Company Which Would Restrict
Resales of Its Stock

If the Vitamineralherb.com business plan does not prove to be economically
feasible, and Supplife does not otherwise have a specific business plan or
purpose, Supplife would be considered a "blank check company", which could limit
an investor's ability to sell its stock, thereby decreasing the value of the
stock. A "blank check company" is subject to Rule 419 of the Securities Act.
Pursuant to Rule 419, all funds raised by and securities issued in connection
with a public offering by a blank check company must be held in escrow, and any
such securities may not be transferred. Many states have also enacted statutes,
rules and regulations limiting the sale of securities of blank check companies
within their respective jurisdictions. As a result, Supplife would have great
difficulty raising additional capital. In addition, there would be a limited
public market, if any, for resale of the shares of Supplife common stock issued
in this offering.

Supplife May Need Additional Financing Which May Not Be Available, or Which
May Dilute the Ownership Interests of Investors

Supplife's ultimate success will depend on its ability to raise additional
capital. No commitments to provide additional funds have been made by management
or other shareholders. Supplife has not investigated the availability, source or
terms that might govern the acquisition of additional financing. Supplife may
raise additional funds through the issuance of equity, equity-related or
convertible debt securities. The issuance of additional common stock will
dilute existing stockholders. Supplife may issue securities with rights,
preferences or privileges senior to those of the rights of its common stock and
its stockholders may experience additional dilution. When additional capital is
needed, there is no assurance that funds will be available from any source or,
if available, that they can be obtained on terms acceptable to Supplife. If not
available, Supplife's operations would be severely limited, and it would be
unable to implement its business plan.

Purchasers Must Rely on Ms. Gruson's Abilities For All Decisions As She
Will Control the Majority of the Stock After the Offering. Supplife Has No
Employment Agreement With Ms. Gruson and She Spends Only Part-time On Its
Business. Her Leaving May Adversely Effect Supplife's Ability To Operate

Ms. Gruson is serving as Supplife's sole officer and director. Supplife
will be heavily dependent upon Ms. Gruson's entrepreneurial skills and
experience to implement its business plan and may, from time to time, find that
her inability to devote full time and attention to its affairs will result in
delay(s) in progress towards the implementation of its business plan or in a
failure to implement its business plan. Moreover, Supplife does not have an
employment agreement with Ms. Gruson and as a result, there is no assurance that
she will continue to manage its affairs in the future. Nor has Supplife obtained
a key man life insurance policy on Ms. Gruson. Supplife could lose the services
of Ms. Gruson, or Ms. Gruson could decide to join a competitor or otherwise
compete directly or indirectly with Supplife, which would have a significant
adverse effect on its business and could cause the price of its stock to be
worthless. The services of Ms. Gruson would be difficult to replace.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under "Prospectus Summary", "Risk Factors",
"Management's Discussion and Analysis of Financial Condition and Results of
Operations", "Description of Business", and elsewhere in this prospectus
constitute forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expects", "plans", "anticipates", "believes", "estimated", "predicts",
"potential", or "continue"or the negative of such terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties, and other factors that may cause Supplife's actual
results, levels of activity, performance, or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by such forward-looking statements. These
factors include, among other things, those listed under "Risk Factors" and
elsewhere in this prospectus. Although Supplife believes that the expectations
reflected in the forward-looking statements are reasonable, it cannot guarantee
future results, levels of activity, performance, or achievements.

USE OF PROCEEDS

The net proceeds to Supplife from the sale of the 2,500,000 shares of
common stock offered by Supplife hereby at an assumed initial public offering
price of $.01 per share are estimated to be $25,000. Supplife expects to use the
net proceeds as follows:

PURPOSE ASSUMING SALE OF ASSUMING SALE OF
------- ------------------- -------------------
50% OF STOCK BEING 100% OF STOCK BEING
------------------- -------------------
OFFERED OFFERED
------------------- -------------------

Organizational Purposes .. . . . . . . . $ 1,000 $ 1,000
Feasibility of License/Market Research . $ 11,500 $ 13,500
Operational Expenses. . . . . . . . . . . $ 0 $ 10,500

Supplife continually evaluates other business opportunities that may be
available to it, whether in the form of assets acquisitions or business
combinations. Supplife may use a portion of the proceeds for these purposes.
Supplife is not currently a party to any contracts, letters of intent,
commitments or agreements and is not currently engaged in active negotiations
with respect to any acquisitions.

Supplife has not yet determined the amount of net proceeds to be used
specifically for any of the foregoing purposes. Accordingly, Supplife's
management will have significant flexibility in applying the net proceeds of the
offering.

DETERMINATION OF OFFERING PRICE

Supplife arbitrarily determined the price of the stock in this Offering.
The offering price is not an indication of and is not based upon the actual
value of Supplife. It bears no relationship to the book value, assets or
earnings of Supplife or any other recognized criteria of value. The offering
price should not be regarded as an indicator of the future market price of the
securities.

SELLING SECURITY HOLDERS

There are no selling security holders.

PLAN OF DISTRIBUTION

Supplife will offer and sell its common stock through its sole officer and
director, Marie Gruson, pursuant to and in compliance with Rule 3a4-1 of the
Exchange Act. All sales will be made in compliance with the securities laws of
local jurisdictions.

LEGAL PROCEEDINGS

Supplife is not a party to any pending legal proceeding or litigation and
none of its property is the subject of a pending legal proceeding. Further, the
officer and director knows of no legal proceedings against Supplife or its
property contemplated by any governmental authority.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the name, age and position of each director
and executive officer of Supplife:

NAME AGE POSITION
---- --- --------
Marie Gruson . . . . . 72 President, Secretary, Treasurer, Director

In November, 2000, Ms. Gruson was elected as the sole officer and director
of Supplife. Ms. Gruson will serve until the first annual meeting of
Supplife's shareholders and her successors are elected and qualified.
Thereafter, directors will be elected for one-year terms at the annual
shareholders' meeting. Officers will hold their positions at the pleasure of
the board of directors, absent any employment agreement.

Marie Gruson has purchased and renovated homes under her own name in the
Toronto, Ontario area for 25 years. Beginning in 1970, Ms. Gruson co-owned and
managed several corporations based in Toronto, Ontario, including the Home
Improvement Club, Film Corporation of America, GMEL Holdings Real Estate
Development Company. In the early 1960's Ms. Gruson was co-owner of Ultra-Vite
Vitamins, which products were placed in a large grocery store chain. The
business was dissolved in the mid-1960's.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of December 31, 2000, Supplife's
outstanding common stock owned of record or beneficially by each Executive
Officer and Director and by each person who owned of record, or was known by
Supplife to own beneficially, more than 5% of its common stock, and the
shareholdings of all Executive Officers and Directors as a group. Each person
has sole voting and investment power with respect to the shares shown.

SHARES PERCENTAGE OF
NAME OWNED SHARES OWNED
---- ----- ------------
Michael Kirsh. . . . . . . . . . . . . . . . . . 5,100,000 100%
5076 Angus Drive
Vancouver, British Columbia Canada V6M 3M5
All Executive Officers and Directors as a Group
(1 Individual). . . . . . . . . . . . . . . . . 0 0%

DESCRIPTION OF SECURITIES

The following description of Supplife's capital stock is a summary of the
material terms of its capital stock. This summary is subject to and qualified in
its entirety by Supplife's articles of incorporation and bylaws, and by the
applicable provisions of Washington law.

The authorized capital stock of Supplife consists of 120,000,000 shares:
100,000,000 shares of Common Stock having a par value of $0.0001 per share and
20,000,000 shares of Preferred Stock. The articles of incorporation do not
permit cumulative voting for the election of directors, and shareholders do not
have any preemptive rights to purchase shares in any future issuance of
Supplife's common stock.

The holders of shares of common stock of Supplife do not have cumulative
voting rights in connection with the election of the Board of Directors, which
means that the holders of more than 50% of such outstanding shares, voting for
the election of directors, can elect all of the directors to be elected, if they
so choose, and, in such event, the holders of the remaining shares will not be
able to elect any of Supplife's directors.

The holders of shares of common stock are entitled to dividends, out of
funds legally available therefor, when and as declared by the Board of
Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. Each outstanding share of common
stock entitles the holder thereof to one vote per share on all matters. The
holders of the shares of common stock have no preemptive or subscription rights.
In the event of liquidation, dissolution or winding up of the affairs of
Supplife, holders are entitled to receive, ratably, the net assets of Supplife
available to shareholders after payment of all creditors.

All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the extent that
additional shares of Supplife's common stock are issued, the relative interests
of existing shareholders may be diluted.

INTEREST OF NAMED EXPERTS AND COUNSEL

Neither Manning Elliott nor Ogden Murphy Wallace, PLLC was employed on a
contingent basis in connection with the registration or offering of Supplife's
common stock.

DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Supplife's articles of incorporation provide that it will indemnify its
officers and directors to the full extent permitted by Washington state law.
Supplife's bylaws provide that it will indemnify and hold harmless each person
who was, is or is threatened to be made a party to or is otherwise involved in
any threatened proceedings by reason of the fact that he or she is or was a
director or officer of Supplife or is or was serving at the request of Supplife
as a director, officer, partner, trustee, employee, or agent of another entity,
against all losses, claims, damages, liabilities and expenses actually and
reasonably incurred or suffered in connection with such proceeding.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Supplife pursuant to the forgoing provisions or otherwise, Supplife has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.

DESCRIPTION OF BUSINESS

General

Supplife was incorporated under the laws of the State of Washington on
November 14, 2000, and is in its early developmental and promotional stages. To
date, Supplife's only activities have been organizational, directed at acquiring
its principal asset, raising its initial capital and developing its business
plan. Supplife has not commenced commercial operations. Supplife has no full
time employees and owns no real estate.

Acquisition of The License

On November 14, 2000, Supplife's sole shareholder, Michael Kirsh, in return
for 3,500,000 shares of Supplife's common stock, transferred to Supplife his
rights under that certain License Agreement with Vitamineralherb.com. The
License Agreement grants an exclusive right to distribute Vitamineralherb.com
products to health and fitness professionals in Michigan via the Internet. Mr.
Kirsh acquired the license from Vitamineralherb.com for $35,000.

The License

Supplife has a three year license to market and sell vitamins, minerals,
nutritional supplements, and other health and fitness products to medical
professionals, alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types of
customers via the Internet for sale to their clients. Supplife's territory is
Michigan. The license will be automatically renewed unless Supplife or
Vitamineralherb.com gives the other notice of its intent not to renew.

Vitamineralherb.com has agreed to provide certain business administrative
services to Supplife, including product development, store inventory, website
creation and maintenance, establishment of banking liaisons, and development and
maintenance of an order fulfillment system, thereby enabling Supplife to focus
strictly on marketing and sales. Some services, such as development of the
website and the order fulfillment system, will be provided by
Vitamineralherb.com, while others, such as product development and store
inventory, will be provided by the product supplier. Vitamineralherb.com sets
the price for products based on the manufacturer's price, plus a mark up which
Vitamineralherb.com and Supplife share equally.

Supplife and its customers will also be able to request quotes for and
order custom-formulated and custom-labeled products via the website. Three
different labeling options are available to customers: First, products may be
ordered with the manufacturer's standard label with no customization. Second,
the fitness or health professional may customize the labels by adding its name,
address, and phone number to the standard label. In most cases, these labels
would be a standardized label with product information and a place on the label
for the wording "Distributed by." This gives these health and fitness
professionals a competitive edge. Third, labels may be completely customized
for the health or fitness professional.

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

The website is maintained by Vitamineralherb.com, and each licensee pays an
annual website maintenance fee of $500. All financial transactions are handled
by Vitamineralherb.com's Internet clearing bank. The Vitamineralherb.com
webmaster downloads e-mail orders several times a day, checks with clearing bank
for payment and then submits the product order and electronic payment to Ives
Formulation Co. Vitamineralherb.com then forwards the money due Supplife via
electronic funds transfer. Vitamineralherb.com's software tracks all sales
through the customer's identification number, and at month end, e-mails to
Supplife and customer a detailed report including sales commissions.
Vitamineralherb.com has indicated that it will use e-commerce advertising such
as banner ads on major servers and websites, as well as trying to insure that
all major search engines pick Vitamineralherb.com first. Sales originating from
the website to customers located in Michigan will automatically be assigned to
Supplife.

Background on the Manufacturer and Distributor

Vitamineralherb.com entered into a Manufacturing Agreement, dated June 9,
2000, with Ives Formulation Co., of San Diego, California. Ives Formulation is a
wholly-owned subsidiary of Ives Health Company, Inc., a public company traded on
the Bulletin Board under the symbol "IVEH". Ives Formulation has been a contract
manufacturer of vitamin, mineral, nutritional supplement, and alternative health
products for various marketing organizations. In addition to a line of standard
products, Ives Formulation is able to manufacture custom blended products for
customers, and to supply privately labeled products for Supplife's customers at
a minimal added cost. Vitamineralherb.com has just begun developing its vitamin
marketing and distributorship business.

Implementation of Business Plan: Milestones

Supplife's business plan is to determine the feasibility of selling
Vitamineralherb.com products to targeted markets. Should Supplife determine that
its business plan is feasible, it intends to employ salespeople to call on
medical professionals, alternative health professionals, martial arts studios
and instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types of
customers to interest these professionals in selling to their clients
high-quality, low-cost vitamins, minerals, nutritional supplements, and other
health and fitness products. These professionals would sell the products to
their clients via the Internet. Supplife will achieve implementation of its
business plan by meeting the following milestones:

- MILESTONE 1-MARKET SURVEY. In order to determine the feasibility of
its business plan, Supplife must conduct research into the various
potential target markets. The market analysis research will likely
consist of a telephone survey to 100-200 potential clients, focusing
on three or four of the core target markets, such as chiropractors,
health clubs, and alternative medicine practitioners. The survey would
likely contain questions which would determine the marketing approach
and acceptability of specific products. The survey would take
approximately four to six weeks. The cost of the survey is estimated
to range from $10,000-$13,500, which would be paid for in part out of
the proceeds of this offering.

- MILESTONE 2:-HIRE SALESPEOPLE. Should Supplife determine that the
exploitation of the license is feasible, it will then have to engage
salespeople to market the products. Supplife expects that it may hire
two salespeople during its first year of operation. The hiring process
would include running advertisements in the local newspaper and
conducting interviews. It is anticipated that hiring the salespeople
may take four to eight weeks. The cost of hiring the salespeople, not
including compensation, is estimated at $20,000.

- MILESTONE 3: ESTABLISH AN OFFICE. Supplife would then have to
establish an office or offices for the sales force in the appropriate
market or markets. This would include an office, equipment such as
computers and telephones, and sample inventory for the salespeople. It
is anticipated that it may take eight to twelve weeks to locate
acceptable office space and select and purchase equipment. The expense
of office rental, equipment and inventory samples is estimated to be
$45,000 per year.

- MILESTONE 4: DEVELOPMENT OF ADVERTISING CAMPAIGN. The next step would
be to develop an advertising campaign, including establishing a list
of prospects based on potential clients identified in the market
survey, and designing and printing sales materials. It is anticipated
that it would take approximately six to ten weeks to develop the
advertising campaign, although, depending on the availability of
resources, Supplife will attempt to develop its advertising campaign
concurrently with establishing an office. The cost of developing the
campaign is estimated at approximately $12,000 per year.

- MILESTONE 5: IMPLEMENTATION OF ADVERTISING CAMPAIGN/SALES CALLS.
Implementation of the advertising campaign would begin with mailing
the sales materials to the identified list of prospects. Approximately
two to four weeks thereafter, the salespeople would begin telephone
follow ups and scheduling of sales calls. Although it will be
necessary to make sales calls throughout the life of the company, it
is estimated that the first round of sales calls will take
approximately eight to twelve weeks to complete. The cost of salary
and expenses for two salespeople is estimated at $248,000 per year.

- MILESTONE 6: ACHIEVE REVENUES. It is difficult to quantify how long it
will take to convert a sales call into actual sales and revenues.
Supplife will not begin receiving orders until its sales force is able
to convince potential clients to begin offering such products to their
customers, or to convert from an existing supplier. Supplife hopes
that clients would begin placing orders within weeks of a sales call,
but it may take several months before people begin to purchase
products. Moreover, customers may not be willing to pay for products
at the time they order, and may insist on buying on account, which
would delay receipt of revenues another month or two. Assuming
Supplife has received all necessary approvals to begin raising funds
by February 1, 2001, and assuming an offering period of approximately
one month, in a best case scenario Supplife may receive its first
revenues as early as August 1, 2001. However, a more realistic
estimate of first revenues would be March 1, 2002 or later.

As discussed more fully in the Management's Discussion and
Analysis-Liquidity and Capital Resources section, the expenses of implementing
Supplife's business plan will likely exceed the funds raised by this offering,
and Supplife will have to obtain additional financing through an offering or
through capital contributions by current shareholders. No commitments to provide
additional funds have been made by management or shareholders. Accordingly,
there can be no assurance that any additional funds will be available on terms
acceptable to Supplife or at all.

Industry Background

Growth of the Internet and electronic commerce. The Internet has become an
increasingly significant medium for communication, information and commerce.
According to NUA Internet Surveys, as of February 2000, there were approximately
275.5 million Internet users worldwide. At the IDC Internet Executive Forum held
on September 28-29, 1999, IDC stated that in 1999 US $109 billion in purchases
were impacted by the Internet. IDC's vice president, Sean Kaldor, indicated that
figure is expected to increase more than ten-fold over the next five years to US
$1.3 trillion in 2003, with $842 million completed directly over the Web.
Supplife believes that this dramatic growth presents significant opportunities
for online retailers.

The vitamin, supplement, mineral and alternative health product market. In
recent years, a growing awareness of vitamins, herbs, and other dietary
supplements by the general public has created a whole new segment in the field
of medicine and health care products. According to Jupiter Communications,
online sales of such products are expected to be US $434 million in the year
2003, up from $1 million in 1998. Supplife believes that several factors are
driving this growth, including a rapidly growing segment of the population that
is concerned with aging and disease, a growing interest in preventative health
care, favorable consumer attitudes toward alternative health products and a
favorable regulatory statute, the Dietary Supplement Health and Education Act of
1994.

Competition

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

Supplife's competitors can be divided into several groups including:

- traditional vitamins, supplements, minerals and alternative health
products retailers;

- the online retail initiatives of several traditional vitamins,
supplements, minerals and alternative health products retailers;

- online retailers of pharmaceutical and other health-related products
that also carry vitamins, supplements, minerals and alternative health
products;

- independent online retailers specializing in vitamins, supplements,
minerals and alternative health products;

- mail-order and catalog retailers of vitamins, supplements, minerals
and alternative health products, some of which have already developed
online retail outlets; and

- direct sales organizations, retail drugstore chains, health food store
merchants, mass market retail chains and various manufacturers of
alternative health products.

Many of Supplife's potential competitors have longer operating histories,
larger customer or user bases, greater brand recognition and significantly
greater financial, marketing and other resources than Supplife has. In addition,
an online retailer may be acquired by, receive investments from, or enter into
other commercial relationships with, larger, well-established and well-financed
companies as use of the Internet and other electronic services increases.
Competitors have and may continue to adopt aggressive pricing or inventory
availability policies and devote substantially more resources to website and
systems development than Supplife does. Increased competition may result in
reduced operating margins and loss of market share.

Supplife believes that the principal competitive factors in its market are:

- ability to attract and retain customers;

- breadth of product selection;

- product pricing;

- ability to customize products and labeling;

- quality and responsiveness of customer service.

Supplife believes that it can compete favorably on these factors. However,
Supplife will have no control over how successful its competitors are in
addressing these factors. In addition, with little difficulty, Supplife's online
competitors can duplicate many of the products or services offered on the
Vitamineralherb.com site.

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

- Lack of convenience and personalized service. Traditional retailers
have limited store hours and locations. Traditional retailers are also
unable to provide consumers with product advice tailored to their
particular situation.

- Limited product assortment. The capital and real estate intensive
nature of store-based retailers limit the product selection that can
be economically offered in each store location.

- Lack of Customer Loyalty. Although the larger traditional retailers
often attract customers, many of these customers are only one-time
users. People are often attractive to the name brands, but find the
products too expensive. It is understood that these are quality
products and have value, but the multilevel structure of marketing
often employed by large retailers mandate high prices.

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

Supplife hopes to attract and retain consumers through the following key
attributes of its business:

- Broad Expandable Product Assortment. Supplife's product selection is
substantially larger than that offered by store-based retailers.

- Low Product Prices. Product prices can be kept low due to volume
purchases through Supplife's affiliation with Vitamineralherb.com and
other licensees. Product prices will also be lower due to Supplife's
lack of need of inventory and warehouse space. All products are
shipped from Ives Formulation Company's inventory.

- Accessibility to Customized Products. At minimal cost, health and
fitness practitioners may offer their customers customized products.

- Access to Personalized Programs. Health or fitness professional can
tailor vitamin and dietary supplement regimes to their clients.

Regulatory Environment

The manufacturing, processing, formulating, packaging, labeling and
advertising of the products Supplife sells may be subject to regulation by one
or more U.S. federal agencies, including the Food and Drug Administration, the
Federal Trade Commission, the United States Department of Agriculture and the
Environmental Protection Agency. These activities also may be regulated by
various agencies of the states, localities and foreign countries in which
consumers reside.

The Food and Drug Administration, in particular, regulates the formulation,
manufacture, labeling and distribution of foods, including dietary supplements,
cosmetics and over-the- counter or homeopathic drugs. Under the Federal Food,
Drug, and Cosmetic Act, the Food and Drug Administration may undertake
enforcement actions against companies marketing unapproved drugs, or
"adulterated" or "misbranded" products. The remedies available to the Food and
Drug Administration include: criminal prosecution; an injunction to stop the
sale of a company's products; seizure of products; adverse publicity; and
"voluntary" recalls and labeling changes.

Food and Drug Administration regulations require that certain informational
labeling be presented in a prescribed manner on all foods, drugs, dietary
supplements and cosmetics. Specifically, the Food, Drug, and Cosmetic Act
requires that food, including dietary supplements, drugs and cosmetics, not be
"misbranded." A product may be deemed an unapproved drug and "misbranded" if it
bears improper claims or improper labeling. The Food and Drug Administration
has indicated that promotional statements made about dietary supplements on a
company's website may constitute "labeling" for purposes of compliance with the
provisions of the Food, Drug, and Cosmetic Act. A manufacturer or distributor
of dietary supplements must notify the Food and Drug Administration when it
markets a product with labeling claims that the product has an effect on the
structure or function of the body. Noncompliance with the Food, Drug, and
Cosmetic Act, and recently enacted amendments to that Act discussed below, could
result in enforcement action by the Food and Drug Administration.

The Food, Drug, and Cosmetic Act has been amended several times with
respect to dietary supplements, most recently by the Nutrition Labeling and
Education Act of 1990 and the Dietary Supplement Health and Education Act of
1994. The Dietary Supplement Health and Education Act created a new statutory
framework governing the definition, regulation and labeling of dietary
supplements. With respect to definition, the Dietary Supplement Health and
Education Act created a new class of dietary supplements, consisting of
vitamins, minerals, herbs, amino acids and other dietary substances for human
use to supplement the diet, as well as concentrates, metabolites, extracts or
combinations of such dietary ingredients. Generally, under the Dietary
Supplement Health and Education Act, dietary ingredients that were on the market
before October 15, 1994 may be sold without Food and Drug Administration
pre-approval and without notifying the Food and Drug Administration. In
contrast, a new dietary ingredient, i.e., one not on the market before October
15, 1994, requires proof that it has been used as an article of food without
being chemically altered or evidence of a history of use or other evidence of
safety establishing that it is reasonably expected to be safe. Retailers, in
addition to dietary supplement manufacturers, are responsible for ensuring that
the products they market for sale comply with these regulations. Noncompliance
could result in enforcement action by the Food and Drug Administration, an
injunction prohibiting the sale of products deemed to be noncompliant, the
seizure of such products and criminal prosecution.

The Food and Drug Administration has indicated that claims or statements
made on a company's website about dietary supplements may constitute "labeling"
and thus be subject to regulation by the Food and Drug Administration. With
respect to labeling, the Dietary Supplement Health and Education Act amends, for
dietary supplements, the Nutrition Labeling and Education Act by providing that
"statements of nutritional support," also referred to as "structure/function
claims," may be used in dietary supplement labeling without Food and Drug
Administration pre-approval, provided certain requirements are met. These
statements may describe how particular dietary ingredients affect the structure
or function of the body, or the mechanism of action by which a dietary
ingredient may affect body structure or function, but may not state a drug
claim, i.e., a claim that a dietary supplement will diagnose, mitigate, treat,
cure or prevent a disease. A company making a "statement of nutritional
support" must possess substantiating evidence for the statement, disclose on the
label that the Food and Drug Administration has not reviewed the statement and
that the product is not intended for use for a disease and notify the Food and
Drug Administration of the statement within 30 days after its initial use. It
is possible that the statements presented in connection with product
descriptions on Supplife' site may be determined by the Food and Drug
Administration to be drug claims rather than acceptable statements of
nutritional support. In addition, some of Supplife' suppliers may incorporate
objectionable statements directly in their product names or on their products'
labels, or otherwise fail to comply with applicable manufacturing, labeling and
registration requirements for over-the-counter or homeopathic drugs or dietary
supplements. As a result, Vitamineralherb.com may have to remove objectionable
statements or products from its site or modify these statements, or product
names or labels, in order to comply with Food and Drug Administration
regulations. Such changes could interfere with Supplife' marketing of products
and could cause us to incur significant additional expenses.

In addition, the Dietary Supplement Health and Education Act allows the
dissemination of "third party literature" in connection with the sale of dietary
supplements to consumers at retail if the publication meets statutory
requirements. Under the Dietary Supplement Health and Education Act, "third
party literature" may be distributed if, among other things, it is not false or
misleading, no particular manufacturer or brand of dietary supplement is
promoted, a balanced view of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements in
stores. The extent to which this provision may be used by online retailers is
not yet clear, and Supplife cannot assure you that all pieces of "third party
literature" that may be disseminated in connection with the products Supplife
offers for sale will be determined to be lawful by the Food and Drug
Administration. Any such failure could render the involved product an
unapproved drug or a "misbranded" product, potentially subjecting us to
enforcement action by the Food and Drug Administration, and could require the
removal of the noncompliant literature from Vitamineralherb.com's website or the
modification of Supplife' selling methods, interfering with Supplife continued
marketing of that product and causing us to incur significant additional
expenses. Given the fact that the Dietary Supplement Health and Education Act
was enacted only five years ago, the Food and Drug Administration's regulatory
policy and enforcement positions on certain aspects of the new law are still
evolving. Moreover, ongoing and future litigation between dietary supplement
companies and the Food and Drug Administration will likely further refine the
legal interpretations of the Dietary Supplement Health and Education Act. As a
result, the regulatory status of certain types of dietary supplement products,
as well as the nature and extent of permissible claims will remain unclear for
the foreseeable future. Two areas in particular that pose potential regulatory
risk are the limits on claims implying some benefit or relationship with a
disease or related condition and the application of the physical separation
requirement for "third party literature" as applied to Internet sales.

In addition to the regulatory scheme under the Food, Drug and Cosmetic Act,
the advertising and promotion of dietary supplements, foods, over-the-counter
drugs and cosmetics is subject to scrutiny by the Federal Trade Commission. The
Federal Trade Commission Act prohibits "unfair or deceptive" advertising or
marketing practices, and the Federal Trade Commission has pursued numerous food
and dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made via the Internet. The Federal Trade Commission has the power to seek
administrative or judicial relief prohibiting a wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent order and seek monetary penalties for the violation of a consent order.
In general, existing laws and regulations apply fully to transactions and other
activity on the Internet. The Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic media. The Federal Trade
Commission has already undertaken a new monitoring and enforcement initiative,
"Operation Cure-All," targeting allegedly bogus health claims for products and
treatments offered for sale on the Internet. Many states impose their own
labeling or safety requirements that differ from or add to existing federal
requirements.

Supplife cannot predict the nature of any future U.S. laws, regulations,
interpretations or applications, nor can it determine what effect additional
governmental regulations or administrative orders, when and if promulgated,
would have on its business in the future. Although the regulation of dietary
supplements is less restrictive than that of drugs and food additives, Supplife
cannot assure you that the current statutory scheme and regulations applicable
to dietary supplements will remain less restrictive. Further, Supplife cannot
assure you that, under existing laws and regulations, or if more stringent
statutes are enacted, regulations are promulgated or enforcement policies are
adopted, it is or will be in compliance with these existing or new statutes,
regulations or enforcement policies without incurring material expenses or
adjusting its business strategy. Any laws, regulations, enforcement policies,
interpretations or applications applicable to Supplife' business could require
the reformulation of certain products to meet new standards, the recall or
discontinuance of certain products not capable of reformulation, additional
record keeping, expanded documentation of the properties of certain products,
expanded or different labeling or scientific substantiation.

Regulation of the Internet

In general, existing laws and regulations apply to transactions and other
activity on the Internet; however, the precise applicability of these laws and
regulations to the Internet is sometimes uncertain. The vast majority of such
laws were adopted prior to the advent of the Internet and, as a result, do not
contemplate or address the unique issues of the Internet or electronic commerce.
Nevertheless, numerous federal and state government agencies have already
demonstrated significant activity in promoting consumer protection and enforcing
other regulatory and disclosure statutes on the Internet. Additionally, due to
the increasing use of the Internet as a medium for commerce and communication,
it is possible that new laws and regulations may be enacted with respect to the
Internet and electronic commerce covering issues such as user privacy, freedom
of expression, advertising, pricing, content and quality of products and
services, taxation, intellectual property rights and information security. The
adoption of such laws or regulations and the applicability of existing laws and
regulations to the Internet may impair the growth of Internet use and result in
a decline in Supplife's sales.

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

Employees

Supplife is a development stage company and currently has no employees.
Supplife is currently managed by Marie Gruson, its sole officer and director.
Supplife looks to Ms. Gruson for her entrepreneurial skills and talents.
Management plans to use consultants, attorneys and accountants as necessary and
does not plan to engage any full-time employees in the near future. Supplife may
hire marketing employees based on the projected size of the market and the
compensation necessary to retain qualified sales employees. A portion of any
employee compensation likely would include the right to acquire stock in
Supplife, which would dilute the ownership interest of holders of existing
shares of its common stock.

Available Information and Reports to Securities Holders

Supplife has filed with the Securities and Exchange Commission a
registration statement on Form SB-2 with respect to the common stock offered by
this prospectus. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules which are part of the registration
statement. For further information with respect to Supplife and its common
stock, see the registration statement and the exhibits and schedules thereto.
Any document Supplife files may be read and copied at the Commission's Public
Reference Room located at 450 Fifth Street N.W., Washington D.C. 20549, and the
public reference rooms in New York, New York, and Chicago, Illinois. Please call
the Commission at 1-800-SEC-0330 for further information about the public
reference rooms. Supplife's filings with the Commission are also available to
the public from the Commission's website at http://www.sec.gov.

Upon completion of this offering, Supplife will become subject to the
information and periodic reporting requirements of the Securities Exchange Act
and, accordingly, will file periodic reports, proxy statements and other
information with the Commission. Such periodic reports, proxy statements and
other information will be available for inspection and copying at the
Commission's public reference rooms, and the website of the Commission referred
to above.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of Supplife's financial condition and
results of operations should be read in conjunction with the Financial
Statements and accompanying notes and the other financial information appearing
elsewhere in this Prospectus.

This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. Words such as "anticipates," "believes,"
"plans," "expects," "future," "intends" and similar expressions are used to
identify forward-looking statements. This prospectus also contains
forward-looking statements attributed to certain third parties relating to their
estimates regarding the potential markets for Vitamineralherb.com products.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. Supplife's
actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by
Supplife described in "Risk Factors" and elsewhere in this prospectus. The
following discussion and analysis should be read in conjunction with Supplife's
Financial Statements and Notes thereto and other financial information included
elsewhere in this prospectus.

Results of Operations

During the period from November 14, 2000 through December 31, 2000,
Supplife has engaged in no significant operations other than organizational
activities, acquisition of the rights to market Vitamineralherb.com and
preparation for registration of its securities under the Securities Act of 1933,
as amended. No revenues were received by Supplife during this period.

For the current fiscal year, Supplife anticipates incurring a loss as a
result of organizational expenses, expenses associated with registration under
the Securities Act of 1933, and expenses associated with setting up a company
structure to begin implementing its business plan. Supplife anticipates that
until these procedures are completed, it will not generate revenues, and may
continue to operate at a loss thereafter, depending upon the performance of the
business.

Supplife's business plan is to determine the feasibility of marketing the
Vitamineralherb.com products in various markets, and, if the products prove to
be in demand, begin marketing and selling Vitamineralherb.com products.

Liquidity and Capital Resources

Supplife remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, Supplife's balance sheet as of December 31,
2000, reflects total assets of $0, in the form of a license and capitalized
organizational costs. Organizational expenses of $16,000 were paid for by the
sole shareholder and expensed to operations.

In order to determine the feasibility of its business plan, Supplife plans,
during the next six to twelve months, to conduct research into these various
potential target markets. Should Supplife determine that the exploitation of
the license is feasible, it will engage salespeople to market the products.
Based primarily on discussions with the licensor, Supplife believes that during
its first operational quarter, it will need a capital infusion of approximately
$70,000 to achieve a sustainable sales level where ongoing operations can be
funded out of revenues. This capital infusion is intended to cover costs of
advertising, hiring and paying two salespeople, and administrative expenses. In
addition, Supplife will need approximately $260,000 in the event it determines
that its market will not pay in advance and it will have to extend credit.
These expenses will exceed the funds raised by this offering, and Supplife will
have to obtain additional financing through an offering or capital contributions
by current shareholders.

Supplife is conducting this offering, in part, because it believes that an
early registration of its equity securities will minimize some of the
impediments to capital formation that otherwise exist. By having a registration
statement in place, Supplife believes it will be in a better position, either to
conduct a future public offering of its securities or to undertake a private
placement with registration rights, than if it were a completely private
company. Registering its shares will help minimize the liquidity discounts
Supplife may otherwise have to take in a future private placement of its equity
securities, because investors will have a high degree of confidence that the
Rule 144(c)(1) public information requirement will be satisfied, and a public
market will exist to effect Rule 144(g) broker transactions. Supplife believes
that the cost of registering its securities, and undertaking the affirmative
disclosure obligations that such a registration entails, will be more than
offset by avoiding deep liquidity discounts in future sales of securities. No
specific private investors have been identified, but Supplife's management has
general knowledge of an investor class interested in investing in companies that
can demonstrate a clear path to an early liquidity event.

No commitments to provide additional funds have been made by management or
shareholders. Accordingly, there can be no assurance that any additional funds
will be available on terms acceptable to Supplife or at all. Supplife expects
to begin earning revenues shortly after a sales force is in place.

In addition, Supplife may engage in a combination with another business.
Supplife cannot predict the extent to which its liquidity and capital resources
will be diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating losses (if any) of
the business entity with which Supplife may eventually combine. Supplife has
engaged in discussions concerning potential business combinations, but has not
entered into any agreement for such a combination.

Supplife will need additional capital to carry out its business plan or to
engage in a business combination. No commitments to provide additional funds
have been made by management or other shareholders. Accordingly, there can be
no assurance that any additional funds will be available on terms acceptable to
Supplife or at all. Supplife has no commitments for capital expenditures.

DESCRIPTION OF PROPERTY

Supplife currently maintains limited office space, occupied by Marie
Gruson, for which it pays no rent. Its address is 44 Charles Street West, Apt.
1810, Toronto, Ontario Canada M4Y 1R7 and its phone number is (416) 961-8030.
Supplife does not believe that it will need to obtain additional office space at
any time in the foreseeable future until its business plan is more fully
implemented.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No director, executive officer or nominee for election as a director of
Supplife, and no owner of five percent or more of Supplife's outstanding shares
or any member of their immediate family has entered into or proposed any
transaction in which the amount involved exceeds $60,000.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No established public trading market exists for Supplife's securities.
Supplife has no common equity subject to outstanding purchase options or
warrants. Supplife has no securities convertible into its common equity. There
is no common equity that could be sold pursuant to Rule 144 under the Securities
Act or that Supplife has agreed to register under the Securities Act for sale by
shareholders. Except for this offering, there is no common equity that is being,
or has been publicly proposed to be, publicly offered by Supplife.

As of December 31, 2000, there were 5,100,000 shares of common stock
outstanding, held by 1 shareholder of record. Upon effectiveness of the
registration statement that includes this prospectus, all of Supplife's
outstanding shares will be eligible for sale.

To date Supplife has not paid any dividends on its common stock and does
not expect to declare or pay any dividends on its common stock in the
foreseeable future. Payment of any dividends will depend upon Supplife's future
earnings, if any, its financial condition, and other factors as deemed relevant
by the Board of Directors.

EXECUTIVE COMPENSATION

No officer or director has received any remuneration from Supplife.
Although there is no current plan in existence, it is possible that Supplife
will adopt a plan to pay or accrue compensation to its officers and directors
for services related to the implementation of Supplife's business plan. Supplife
has no stock option, retirement, incentive, defined benefit, actuarial, pension
or profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future. Supplife has no employment contract or compensatory plan
or arrangement with any executive officer of Supplife. The director currently
does not receive any cash compensation from Supplife for his service as a member
of the board of directors. There is no compensation committee, and no
compensation policies have been adopted. See "Certain Relationships and Related
Transactions."

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Supplife.com Inc.
(A Development Stage Company)

Index

Independent Auditor's Report F-1
Balance Sheet F-2
Statement of Operations F-3
Statement of Cash Flows F-4
Statement of Stockholders' Equity F-5
Notes to the Financial Statements F-6

[GRAPHIC OMITED]

MANNING ELLIOTT 11th floor, 1050 West Pender Street,
Vancouver, BC, Canada V6E 3S7

CHARTERED ACCOUNTANTS Tel: 604.714.3600 Fax: 604.714.3669
Web: manningelliott.com

Independent Auditor's Report
----------------------------

To the Board of Directors
Supplife.com Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Supplife.com Inc. (A
Development Stage Company as of December 31, 2000 and the related statements of
operations, stockholders' equity and cash flows for the period from November 14,
2000 (Date of Inception) to December 31, 2000. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with U.S. generally accepted auditing
standards. Those standards require that we 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.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Supplife.com Inc. (A Development
Stage Company), as of December 31, 2000, and the results of its operations and
its cash flows for the period from November 14, 2000 (Date of Inception) to
December 31, 2000, in conformity with U.S. generally accepted accounting
principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues or conducted any
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

CHARTERED ACCOUNTANTS

Vancouver, Canada
January 2, 2001

Supplife.com Inc.
(A Development Stage Company)
Balance Sheet

December 31,
2000
$

Assets
License (Note 3) -
========================================================================

Liabilities and Stockholders' Equity

Current Liabilities
Accrued liabilities 2,000
- ------------------------------------------------------------------------

Stockholders' Equity

Common Stock, 100,000,000 common shares authorized
with a par value of $0.0001; 5,100,000 common shares
issued and outstanding 510

Additional Paid in Capital 50,490
- ------------------------------------------------------------------------
53,000
- ------------------------------------------------------------------------

Preferred Stock, 20,000,000 preferred shares authorized
with a par value of $0.0001; none issued -
- ------------------------------------------------------------------------
Deficit Accumulated During the Development Stage (53,000)
- ------------------------------------------------------------------------
-
- ------------------------------------------------------------------------
-
========================================================================

Contingent Liability (Note 1)
Commitment (Note 3)

F-2
(The accompanying notes are an integral part of the financial statements)

Supplife.com Inc.
(A Development Stage Company)
Statement of Operations

From November 14, 2000
(Date of Inception)
to December 31, 2000
$

Revenue -
- -------------------------------------------------------------

Expenses

Audit 2,000
Legal and organizational 16,000
License written-off 35,000
- -------------------------------------------------------------
53,000
- -------------------------------------------------------------
Net Loss (53,000)
=============================================================

Loss per share (0.01)
=============================================================

Weighted Average Shares Outstanding 5,100,000
=============================================================

F-3
(The accompanying notes are an integral part of the financial statements)

Supplife.com Inc.
(A Development Stage Company)
Statement of Cash Flows

From November 14, 2000
(Date of Inception)
to December 31, 2000
$

Cash Flows to Operating Activities
Net loss (53,000)
Non-cash items
Legal and organizational expenses 16,000
License written-off 35,000
Accrued liabilities 2,000
- --------------------------------------------------------------------------------------------
Net Cash Used by Operating Activities -
- --------------------------------------------------------------------------------------------
Change in cash -

Cash - beginning of period -
- --------------------------------------------------------------------------------------------
Cash - end of period -
============================================================================================

Non-Cash Financing Activities

A total of 1,600,000 shares were issued to the sole shareholder
at a fair market value of $0.01 per share for legal and
organizational expenses paid 16,000

A total of 3,500,000 shares were issued at a fair market value
of $0.01 per share for the acquisition of a License (Note 3) 35,000
- --------------------------------------------------------------------------------------------

51,000
============================================================================================

Supplemental Disclosures

Interest paid -
Income tax paid -

F-4
(The accompanying notes are an integral part of the financial statements)

Supplife.com Inc.
(A Development Stage Company)
Statement of Stockholders' Equity

Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Total Stage
# $ $ $ $

Balance - November 14, 2000 (Date of Inception) - - - - -

Stock issued for legal and organizational
expenses at a fair market value of $0.01 per
share 1,600,000 160 15,840 16,000 -

Stock issued for the acquisition of a license at
a fair market value of $0.01 per share 3,500,000 350 34,650 35,000 -

Net loss for the period - - - - (51,000)
- -------------------------------------------------------------------------------------------------------------
Balance - December 31, 2000 5,100,000 510 50,490 51,000 (51,000)
=============================================================================================================

F-5
(The accompanying notes are an integral part of the financial statements)

Supplife.com Inc.
(A Development Stage Company)
Notes to the Financial Statements

1. Development Stage Company

Supplife.com Inc. herein (the "Company") was incorporated in the State of
Washington, U.S.A. on November 14, 2000. The Company acquired a license to
market and distribute vitamins, minerals, nutritional supplements, and
other health and fitness products in Michigan, in which the grantor of the
license offers these products for sale from various suppliers on their Web
Site.

The Company is in the development stage. In a development stage company,
management devotes most of its activities in developing a market for its
products. Planned principal activities have not yet begun. The ability of
the Company to emerge from the development stage with respect to any
planned principal business activity is dependent upon its successful
efforts to raise additional equity financing and/or attain profitable
operations. There is no guarantee that the Company will be able to raise
any equity financing or sell any of its products at a profit. There is
substantial doubt regarding the Company's ability to continue as a going
concern.

The Company will offer 2,500,000 shares at $0.01 per share to raise $25,000
pursuant to an SB-2 Registration Statement to be filed with the Securities
and Exchange Commission.

2. Summary of Significant Accounting Policies

(a) Year end

The Company's fiscal year end is December 31.

(b) License

The cost to acquire the License was capitalized. The cost will be
amortized on a straight-line basis over twelve months.

The carrying value of the License is evaluated in each reporting
period to determine if there were events or circumstances which would
indicate a possible inability to recover the carrying amount. Such
evaluation is based on various analyses including assessing the
Company's ability to bring the commercial applications to market,
related profitability projections and undiscounted cash flows relating
to each application which necessarily involves significant management
judgment.

The Company considers all highly liquid instruments with a maturity of
three months or less at the time of the issuance to be cash
equivalents.

(d) Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the periods. Actual results could differ from
those estimates.

(e) Revenue Recognition

The Company will receive from the Grantor of the license, commissions
of one-half of all the profit on all sales made through the Grantor's
Web Site. The commission revenue will be recognized in the period the
sales have occurred. The Company will report the commission revenue on
a net basis as the Company is acting as an Agent for the Grantor and
does not assume any risks or rewards of the ownership of the products.
This policy is prospective in nature as the Company has not yet
generated any revenue.

F-6

3. License and Related Party Transaction

The Company's only asset is a license to market vitamins, minerals,
nutritional supplements and other health and fitness products through the
Grantor's Web Site. The Company desires to market these products to medical
practitioners, alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
practitioners, school and other fund raising programs and other similar
types of customers in Michigan. The license was acquired on November 14,
2000 for a term of three years. The Company must pay an annual fee of $500
for maintenance of the Grantor's Web Site commencing on the anniversary
date. The Grantor of the license retains 50% of the profits.

The Company issued 3,500,000 shares to the sole shareholder with a fair
market value of $0.01 per share for a total consideration of $35,000 which
was the same as the transferor's cost.

The License has been written-off to operations as at December 31, 2000 due
to the lack of historical cash flow of Vitaminmineralherb.com. However, it
is the Company's intention to determine if it is economically feasible to
commercially exploit a business plan.

F-7

Prospectus

[ENTER DATE, 2001]

Supplife.com Inc.
44 Charles Street West, Apt. 1810
Toronto, Ontario Canada M4Y 1R7
(416) 961-8030

2,500,000 Shares of Common Stock

Supplife.com has not authorized any dealer, salesperson or other person to give
you written information other than this prospectus or to make representations as
to matters not stated in this prospectus. You must not rely on unauthorized
information. This prospectus is not an offer to sell these securities or a
solicitation of your offer to buy the securities in any jurisdiction where that
would not be permitted or legal. Neither the delivery of this prospectus nor any
sales made hereunder after the date of this prospectus shall create an
implication that the information contained herein or the affairs of Supplife.com
have not changed since the date hereof.

Until _____________ ___, 2001 (90 days after the date of this prospectus), all
dealers that effect transactions in these shares of common stock may be required
to deliver a prospectus. This is in addition to the dealer's obligation to
deliver a prospectus when acting as an underwriter and with respect to their
unsold allotments or subscriptions.

PART II-INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Supplife's Articles of Incorporation provide that it must indemnify its
directors and officers to the fullest extent permitted under Washington law
against all liabilities incurred by reason of the fact that the person is or was
a director or officer of Supplife or a fiduciary of an employee benefit plan, or
is or was serving at the request of Supplife as a director or officer, or
fiduciary of an employee benefit plan, of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.

The effect of these provisions is potentially to indemnify Supplife's
directors and officers from all costs and expenses of liability incurred by them
in connection with any action, suit or proceeding in which they are involved by
reason of their affiliation with Supplife. Pursuant to Washington law, a
corporation may indemnify a director, provided that such indemnity shall not
apply on account of: (a) acts or omissions of the director finally adjudged to
be intentional misconduct or a knowing violation of law; (b) unlawful
distributions; or (c) any transaction with respect to which it was finally
adjudged that such director personally received a benefit in money, property, or
services to which the director was not legally entitled.

The bylaws of Supplife provide that it will indemnify its officers and
directors for costs and expenses incurred in connection with the defense of
actions, suits, or proceedings against them on account of their being or having
been directors or officers of Supplife, absent a finding of negligence or
misconduct in office. Supplife's Bylaws also permit it to maintain insurance on
behalf of its officers, directors, employees and agents against any liability
asserted against and incurred by that person whether or not Supplife has the
power to indemnify such person against liability for any of those acts.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The amounts set forth are estimates except for the SEC registration fee:

AMOUNT TO
BE PAID
----------

SEC registration fee . . . . . . . . . . . . . . . . $ 10
Printing and engraving expenses .. . . . . . . . . . 2,500
Attorneys' fees and expenses . . . . . . . . . . . . 16,000
Accountants' fees and expenses . . . . . . . . . . . 2,000
Transfer agent's and registrar's fees and expenses . 500
Miscellaneous .. . . . . . . . . . . . . . . . . . . 550
----------
Total .. . . . . . . . . . . . . . . . . . . . . . . $ 21,560
==========

The Registrant will bear all expenses shown above.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of
Supplife's securities without registration since its formation. No such sales
involved the use of an underwriter and no commissions were paid in connection
with the sale of any securities.

On November 14, 2000, Supplife issued 5,100,000 shares of common stock to
Michael Kirsh in compensation for the license of Vitamineralherb.com rights and
organizational costs. The issuance of the shares was exempt from registration
under Rule 506 of Regulation D, and sections 3(b) and 4(2) of the Securities Act
of 1933, as amended, due to Michael Kirsh's status as the founder of Supplife,
and his status as an accredited investor, and the limited number of investors
(one).

II-1

EXHIBITS

The following exhibits are filed as part of this Registration Statement:

EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Stock Certificate
4.2 Stock Subscription Agreement
5.1 Opinion re: legality
10.1 License Agreement
10.2 Assignment of License Agreement
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)

UNDERTAKINGS

The Registrant hereby undertakes that it will:

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by 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.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the Offering of the securities of the securities at that time
to be the initial bona fide Offering.

(3) 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 and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange 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 securities 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.

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, thereunto duly
authorized, in the City of Toronto, Ontario Canada, on January 5, 2001.

SUPPLIFE.COM INC.

By: /s/ Marie Gruson
------------------------------
MARIE GRUSON
PRESIDENT

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

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Marie Gruson President, Secretary, Treasurer, and January 5, 2001
- -----------------------
MARIE GRUSON Director

II-3

EXHIBITS

The following exhibits are filed as part of this Registration Statement: