United States Securities and Exchange Commission Washington, DC 20549 FORM 10Q SB / A [X] AMENDED QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2002 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT Commission file Number 0 - 32279 OYSTER CREEK GROUP INC. Exact name of small business issuer as specified in its charter Nevada 76-0616471 (State or other jurisdiction of (I.R.S.Employer incorporation or organization) Identification No.) #400 - 601 W. Broadway, Vancouver, BC, Canada, V5Z 4C2 (Address of principal executive office) Issuer's Telephone Number: (604) 675-6930 NA (Former name, former address and former fiscal year, if changed since last report) APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of Securities under a plan confirmed by a court. Yes ____ No ____ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the Issuer's common equity as of the last practicable date: 4,500,000 shares Transitional Small Business Disclosure Format (check one) Yes ___ No X Page 1 PART I FINANCIAL INFORMATION Item 1. Financial Statements. The financial statements for the quarter ended March 31, 2002 are attached hereto as Exhibit A Item 2. (a)Management's Discussion and Analysis or Plan of Operation. Oyster Creek Group 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. All of these individuals and organizations will order their products via the Internet for sale to their clients. The license will be automatically renewed unless Oyster Creek Group or VitaMineralHerb.com gives the other notice of its intent not to renew. As a licensee of VitaMineralHerb.com, Oyster Creek Group eliminates the need to develop products, store inventory, build and maintain a website, establish banking liaisons, and develop a fulfillment system, thereby enabling Oyster Creek Group to focus strictly on marketing and sales. Oyster Creek Group plans to target health and fitness professionals in South Florida who wish to offer health and fitness products to their customers. Oyster Creek Group (and its customers) will have access to all products offered on the VitaMineralHerb.com website, as well as the ability to order custom-formulated and custom-labeled products. VitaMineralHerb.com sets the price for products based on the manufacturer's price, plus a markup which provides a 10% commission to VitaMineralHerb.com and a profit for Oyster Creek Group. (b)Management's discussion and analysis of Financial Condition and Results of Operations. Liquidity and Capital Resources Oyster Creek Group Inc. remains in the development stage and, since inception, has experienced small expenses for the preparation of financial statements and periodic reports as required by the Securities Exchange Act of 1934. Consequently, Page 2 our balance sheet for the period ending March 31, 2002 reflects current assets of $ 0.00 in the form of cash, and total assets of $ 0.00. We believe that our existing capital will not be sufficient to meet our cash needs, including the costs of compliance with the continuing reporting requirements of the Securities Exchange Act. As a result, a related party to date has advanced a total of $ 6,100 to cover audit, financial statement preparation and filing fees. No commitments to provide additional funds have been made by management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available. Irrespective of whether the cash assets prove to be inadequate to meet operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash. PART II OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities Not Applicable Item 4. Submission of Matters to a Vote of Securities Holders None Item 6. Exhibits and Reports on Form 8K None SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. OYSTER CREEK GROUP INC. Dated July 6, 2004 /S/ Dorothy A. Mortenson Dorothy A. Mortenson, Secretary and Director Page 3 EXHIBIT A OYSTER CREEK GROUP INC. FINANCIAL STATEMENTS AS AT MARCH 31, 2002 (PREPARED BY MANAGEMENT) OYSTER CREEK GROUP INC. BALANCE SHEET AS AT MARCH 31, 2002 (PREPARED BY MANAGEMENT) ASSETS CURRENT ASSETS $ 0 OTHER ASSETS LICENSE RIGHTS 0 TOTAL ASSETS 0 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES 6,100 TOTAL CURRENT LIABILITIES 6,100 STOCKHOLDERS' EQUITY COMMON STOCK $0.001 PAR VALUE 25,000,000 SHARES AUTHORIZED 4,500,000 ISSUED AND OUTSTANDING 4,500 ADDITIONAL PAID-IN CAPITAL 75 DEEMED DIVIDEND RE: LICENSE RIGHTS (2,000) DEFICIT ACCUMUILATED DURING THE DEVELOPMENT STAGE (8,675) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (6,100) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 SEE ATTACHED NOTES Page 4 OYSTER CREEK GROUP INC. STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS PERIODS ENDING MARCH 31, 2002 AND 2001 THREE MONTHS NINE MONTHS 2002 2001 2002 2001 REVENUES $ 0 $ 0 $ 0 $ 0 OPERATING EXPENSES: OFFICE EXPENSES AND FILING FEES 0 0 1,200 0 LEGAL AND ACCOUNTING 0 0 3,700 0 TOTAL OPERATING EXPENSES 0 0 4,900 0 NET (LOSS) FOR THE PERIOD (0) 0 (4,900) 0 NET (LOSS) PER SHARE $ 0.00 $ 0.00 $ 0.00 $0.00 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,500,000 4,500,000 4,500,000 4,500,000 Page 5 SEE ATTACHED NOTES OYSTER CREEK GROUP INC. STATEMENT OF CASH FLOWS FOR THE NINE MONTH PERIOD ENDING MARCH 31, 2002 AND 2001 NINE MONTHS ENDED MARCH 31 2002 2001 CASH FLOWS FROM (TO) OPERATING ACTIVITIES NET INCOME (LOSS) $ (900) $ 0 NET INCREASE IN ACCOUNTS PAYABLE 900 0 CASH FLOWS FROM (TO) INVESTING ACTIVITIES 0 0 CASH FLOWS FROM (TO) FINANCING ACTIVITIES 0 0 NET INCREASE (DECREASE IN CASH 0 0 CASH BEGINNING OF PERIOD 0 0 CASH END OF PERIOD $ 0 $ 0 SEE ATTACHED NOTES NOTES TO UNAUDITED FINANCIAL STATEMENTS (PREPARED BY MANAGEMENT) NOTE 1 - BASIS OF PRESENTATION The accompanying financial statements have been prepared in accordance with US Securities and Exchange Commission ("SEC") requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements should be read in conjunction with the year ended June 30, 2001 financial statements of Oyster Creek Group Inc. ("Registrant") included in the Form 10K SB filed with the SEC by the Registrant. The results of operations for the interim period shown in this report are not necessarily indicative of the results to be expected for the full year. In the opinion of management, the information contained herein reflects all adjustments necessary to make the Page 6 results of operations for the interim periods a fair statement of such operation. All such adjustments are of a normal recurring nature. NOTE 2 - RELATED PARTY TRANSACTIONS Due to related parties at March 31, 2002. Advances payable to an officer and shareholder of Registrant represent advances, unsecured and bearing no interest and due on demand $ 6,100 Due to related party - $6,100 Page 7