**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      DC 20549**




**AMENDMENT
      NO. 1 TO FORM 10-KSB**








[X]
      Annual report pursuant to section 13 or 15(d) of the Securities
      Exchange


Act
      of
      1934 for the fiscal year ended December 31, 2004, or





[
      ]
      Transition report pursuant to section 13 or 15(d) of the Securities


Exchange
      act of 1934 for the transition period from to





Commission
      File No. 000-15243





**CARIBBEAN
      AMERICAN HEALTH RESORTS, INC**/


**VITAL
      HEALTH TECHNOLOGIES, INC.**


(Name
      of
      Small Business Issuer as specified in its charter)





Minnesota
            41-1618186(State
                or Other Jurisdiction of Incorporation
              or
                Organization)
            (IRS
                Employer Identification No.)





9454
        Wilshire Boulevard, Suite 600, Beverly Hills, CA 90212








Issuer's
      Telephone Number:  (310) 278-3108





Securities
      registered under Section 12(b) of the
      Act:  **None**





Securities
      registered under Section 12(g) of the Act:


Common
      Stock, par value 0.01





Check
      whether the issuer (1) filed all reports required to be filed by sections 13
      or
      15(d) of the Exchange Act during the past 12 months (or such shorter period
      that
      the issuer was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.


Yes
      [ ]
      No [X]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B in this form, and no disclosure will be contained, to the best
      of
      Registrant’s knowledge, in definitive proxy or information
      statements





Incorporated
      by reference in Part III of this Form 10-KSB or any amendment to


this
      Form
      10-KSB. [ ]





The
      Registrant's revenues for its most recent fiscal
      year:  **$5,488**





The
      aggregate market value of the common equity held by non-affiliates based on
      the
      average bid and asked price as of May 31, 2007 was $ 3,440,817





As
      of May
      31, 2007 the Registrant had outstanding 15,744,301 shares of common stock,
      par
      value $0.01.





Documents
      incorporated by reference:  None













**TABLE
      OF CONTENTS**





ITEM     NUMBER
      AND CAPTION





Part
      I





1.           Description
      of Business





2.           Description
      of Property





3.           Legal
      Proceedings





4.           Submission
      of Matters to a Vote of Security Holders





Part
      II





5.           Market
      for Common Equity, Related Stockholder Matters and small business
      issues; purchases of equity securities





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





7.           Financial
      Statements





8.           Changes
      in and Disagreements with Accountants on
      Accounting and Financial Disclosure





8A.        Controls
      and Procedures





Part
      III





9.           Directors
      and Executive Officers of the Registrant.





10.         Executive
      Compensation




11. 
Security
        Ownership of Certain Beneficial Owners and Management and  related
        stockholder matters.





12.          Certain
      Relationships and Related Transactions





13.          Exhibits





14.          Principal
      Accountant Fees and Services




**Signatures**








2





**PART
      I**





**ITEM
      1.  DESCRIPTION OF BUSINESS**





**Forward-Looking
      Statement Notice**





When
      used
      in this report, the words "may," "will," "expect," "anticipate," "continue,"
      "estimate," "project," "intend," and similar expressions are intended to
      identify forward-looking statements regarding events, conditions, and financial
      trends that may affect the Company's future plans of operations, business
      strategy, operating results, and financial position. Persons reviewing this
      report are cautioned that any forward-looking statements are not guarantees
      of
      future performance and are subject to risks and uncertainties and those actual
      results may differ materially from those included within the forward-looking
      statements as a result of various factors. Such factors are discussed under
      the
      headings "Item 1. Description of Business," and "Item 6. Management's Discussion
      and Analysis or Plan of Operation," and also include general economic factors
      and conditions that may directly or indirectly impact the Company's financial
      condition or results of operations.





General





Caribbean
      American Health Resorts, Inc., formerly Vital Health Technologies, Inc., (the
      “Public Company”) or (“The Company”) was incorporated on April 11, 1960. On
      March 10, 2003, the Public Company  consummated  an
      Agreement  and Plan of Reorganization to acquire all of the
      outstanding capital stock of Caribbean American Health Resorts, Inc (“CAHR”)a
      closely held private company, in exchange for 9,786,295 shares of the Public
      Company’s common stock(“CAHR transaction”). Prior to the CAHR transaction the
      Public Company sold off its remaining assets and operations and had 3,741,250
      shares of common stock issue and outstanding. Following the transaction, the
      Public Company changed its name from Vital Health Technologies to Caribbean
      American Health Resorts, Inc and had 13,527,545 shares of common stock issued
      and outstanding.





The
      Company moved the headquarters to Beverly Hills, California. The current
      directors of Vital Health Technologies, Inc have resigned effectively March
      18,
      2003 and management and board of directors of Caribbean American Health Resorts,
      Inc have been appointed in their place.





Caribbean
      American Health Resorts, Inc (a development stage company) plans to develop,
      own
      and operate world-class health and longevity facilities ("resorts") in the
      Caribbean on the island of Barbados. The Health and Longevity
      facility  is intended to provide five star luxury accommodations and
      services for reconstructive surgery, detoxification and rehabilitation programs,
      spa and the company weight reduction programs, corporate wellness and a series
      of holistic health and longevity programs to promote and maintain a healthy
      mind
      and body. The resort will also offer tennis courts, mineral pools, and a full
      range of services such as body wraps, traditional massages and special services.
      Caribbean American Health Resorts, Inc will distribute a variety of herbal
      based
      vitamins and dietary supplements.







3





Caribbean
      American Health Resorts, Inc intends to be the global leader in providing herbal
      health products, premium spa treatments and reconstructive/elective surgical
      services (“Health Services”) to wealthy individuals in a luxury vacation
      destination setting.   The Health Services will be offered
      through the planned world-class health and longevity facilities (“resorts”) in
      the Caribbean.  The company believes that the planned world-class
      resorts in the Caribbean combined with the talent of leading surgeons and
      physicians from major cities in the United States will create a compelling
      value
      proposition for athletes, musicians, actors, entertainment artists and business
      executives seeking to escape from stress or fatigue or those seeking an ideal
      environment conducive to rapid recuperation after constructive/elective surgical
      procedures.





The
      island of Barbados enjoys an excellent climate with temperatures of 66 to 85
      degrees all year round. The island is serviced by all the major airlines from
      North America and Europe and is frequented by many jet setters. Since Barbados
      is a playground for the rich and famous, the company believes this targeted
      Health Services clientele will cherish the opportunity to be served in a
      location away from the discerning eyes of the media.





The
      island’s tourism industry is widely regarded as the primary catalyst to future
      economic growth. The Government of Barbados has a long history of being very
      accommodating to investment in the tourism industry and is very open to creating
      alliances with strategic partners to generate and protect employment in this
      industry.  As such, the company believes that environment would enable
      VITAL HEALTH to benefit from joint marketing opportunities with the Barbados
      Tourism Authority.





**Governmental
      Regulation**





The
      operation of a Health Resort on the island of Barbados is subject to several
      government regulations including specific licensing requirements for the doctors
      and surgeons as outlined by the Barbados Medical Council and the Barbados Board
      of Tourism. The Barbados Medical Council has recently approved licenses for
      some
      of the company’s surgeons and physicians to operate on the island.





**Competition**





There
      are
      hundreds of health spas and resorts worldwide. They all have special programs
      and atmosphere. The greatest competitors will be the facilities located in
      the
      United States of America which is the primary target. Palm Springs, California
      boasts a number of private spas with social menus and programs for the most
      discerning clientele. Caribbean American Health Resorts, Inc intends to offer
      a
      more specialized service to the industry.  This service will include
      most of those services offered by the competitors. CAHR’s focus will be
      concentrated on a more medically equipped facility with emphasis on
      reconstructive surgery, elective surgery, detox programs and corporate the
      wellness, totally carried by specialists and advanced trained professionals
      in
      the particular discipline.





4




**Employees**





Caribbean
      American Health Resorts, Inc has two full time
      employees**.**





**ITEM
      2.  DESCRIPTION OF PROPERTY**





The
      Company leases approximately 700 square feet of office space in Beverly Hills,
      California, paying $ 1800.00 per month on a month-to month basis. We believe
      that these facilities are adequate to conduct our current operations and we
      do
      not expect to seek additional administrative offices for the next 12
      months





**ITEM.3  LEGAL
      PROCEEDINGS**





The
      Company is not a party to any legal proceedings and to the best of its
      knowledge, no such proceedings by or against the Company has been
      threatened.








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





There
      were no matters submitted to a vote of security holders during the fiscal year
      ended 2004 as covered by this report on form 10-KSB.





**PART
      II**





**ITEM
      5.  MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER
      MATTERS**





Caribbean
      American Health Resorts, Inc common stock trades on the Pink Sheets under the
      ticker symbol CAHR.PK.  There are currently 3 market makers for the
      Company's stock. The trading volume has been low due to several factors
      including general market conditions and limited resources for the Company to
      implement its business plan. With the recent acquisition agreement with
      Caribbean Health Resorts, Inc. and improved market conditions, the trading
      volume for the stock should improve; however, there is no assurance that trading
      volume will improve in the future. Even if trading volume market should improve,
      there is no way of determining what the market price may be at any future
      time.





The
      following table shows the range of closing bid prices for the company’s common
      stock in the over-the-counter market for the calendar quarters
      indicated.  The quotations represent prices in the over-the-counter
      market between dealers in securities, do not include retail mark-up, mark-down,
      or commissions and do not necessarily represent actual transactions. [Internet
      Yahoo Finance)





5




BID
      PRICES





**2004**
            
            
            **High
                Bid**
            
            
            **Low
                Bid**Jan.1
                through Mar.31
            First
                Quarter
            
            
            1.95
            
            
            
            0.70Apr.1
                through Jun.30
            Second
                quarter
            
            
            0.55
            
            
            
            0.43Jul.1
                through Sep.30
            Third
                quarter
            
            
            0.43
            
            
            
            0.25Oct.1
                through Dec.31
            Fourth
                quarter
            
            
            0.25
            
            
            
            0.11





**2003**
            
            
            **High
                Bid**
            
            
            **Low
                Bid**Apr.1
                through Jun.3
            Second
                Quarter
            
            
            5.50
            
            
            
            2.50Jul.1
                through Sep.3
            Third
                Quarter
            
            
            3.50
            
            
            
            1.75Oct.1
                through Dec.3
            Fourth
                Quarter
            
            
            2.00
            
            
            
            1.25





At
      May
      31, 2007 there were approximately 955 holders of record of the Company's
      15,744,301 issued and outstanding shares of common stock at $0.01 par
      value.





The
      Company has never declared a cash dividend on its Common Stock. The Company
      has
      not paid, nor declared, any cash dividends since its inception and does not
      intend to declare any such dividends in the foreseeable future. The Company's
      ability to pay dividends is subject to limitations imposed by Minnesota
      law.





**Merger
      with Caribbean American Health Resorts, Inc**





Caribbean
      American Health Resorts, Inc formerly Vital Health Technologies, Inc (the
“Public Company”) or (“The Company”) was incorporated on April 11, 1960. On
      March 10,2003, the Public Company  consummated  an
      Agreement  and Plan of Reorganization to acquire all of the
      outstanding capital stock of Caribbean American Health Resorts, Inc (“CAHR”) a
      closely held private company, in exchange for 9,786,295 shares of the Public
      Company’s common stock (“CAHR transaction”). Prior to the CAHR transaction, the
      Public Company sold off its remaining assets and operations and had 3,741,250
      shares of common stock issue and outstanding. Following the transaction, the
      Public Company changed its name from Vital Health Technologies, Inc to Caribbean
      American Health Resorts, Inc and had 13,527,545 shares of common stock issued
      and outstanding.





The
      Company moved the headquarters be to Beverly Hills, California. The current
      directors of Vital Health Technologies, Inc have resigned effectively March
      18,
      2003 and management and board of directors of Caribbean American Health Resorts
      Inc have been appointed in their place.





**ITEM
      6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**






6





**BUSINESS
      STRATEGY**





Caribbean
      American Health Resorts’ objective is to maximize its profitability by providing
      quality health products, high quality spa treatment and elective/reconstructive
      surgical services as well as distributing a variety of herbal based vitamins
      and
      dietary supplements.  The key elements of the strategy
      are:





***·***
            ***Establish
                a World-Class Health
                Resort***




CAHR  has
      identified prime property, on the island of Barbados, on which it intends to
      build a world-class health resort that will cater to the spa treatment,
      constructive/elective surgical and other alternative medical needs of athletes,
      musicians, actors, entertainment artists and business executives through out
      the
      world.  The company will combine the ideal climate on the island of
      Barbados with the expertise of leading surgeons and physicians from the United
      States to deliver high quality health services to these targeted clients in
      the
      comfort of a luxury resort. The Barbados Medical Council has recently approved
      the license for the surgeons to operate on the island.








***·***
            ***Market
                the products and services Aggressively to target
                Customers***




CAHR
      will
      market its health services aggressively to business executive, sports and
      entertainment clients worldwide as well as targeting the Caribbean
      population.  On January 2005, CAHR launched a new herbal product line.
      The line consists of a variety of herbal based vitamins and dietary supplements.
      The multi-vitamins are claimed to be manufactured from the finest
      pharmaceutical–grade nutrients and based on the latest scientific
      research.





***·***
            ***Implement
                a Discipline Financial
                Strategy***




CAHR‘s
      financial strategy will be focused on maximizing profitability and minimizing
      financial risks.  To this end, the company will focus on achieving the
      right balance between equity and debt in the capital structure to ensure that
      CAHR maintains adequate financial flexibility to adjust successfully to changes
      in the market place.  The company believes that a disciplined
      financial approach will also enable us to capitalize on opportunistic expansion
      opportunities throughout the Caribbean.





***·***
            ***Liquidity
                and Capital Resources***





The
      company expects that its cash generated from operations will be insufficient
      to
      meet its operating cash needs. The company will continue to rely on Mr. Martin
      and other shareholders for working capital support for the company. The company
      will attempt to raise capital for its acquisitions and development through
      a
      private placement or rights offering of the company‘s common stock. There can be
      no assurance that the company will be able to raise the required amount of
      capital to successfully complete its plan.








7





**OFF-BALANCE
      SHEET ARRANGEMENTS**





The
      company has no off-balance sheet arrangements that have or are reasonably likely
      to have current or future effect  on the company’s financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditure or capital resources.





**RISK
      FACTORS**





The
      company is subject to various risks that may materially harm the business,
      financial condition and results of operations.**** If any of
      these risks or uncertainties actually occurs, the business, financial condition
      or operating results could be materially harmed.




**The
      Company has incurred significant and continuing losses and may not be able
      to
      generate revenues to sustain the operations.**





The
      Company incurred net losses of approximately $311,793 for the year ended
      December 31, 2004 and $8,101,625 for the period from inception through December
      31, 2004. The Company will continue to have a high level of operating expenses
      and will be required to make significant up-front expenditures in connection
      with the commencement of income-generating activities (including, but not
      limited to, salaries of executive, marketing, and other personnel). The Company
      expects to incur additional losses until such time as it is able to generate
      sufficient revenues to finance its operations and the costs of expansion. There
      can be no assurance that the Company will be able to generate such revenues
      and
      operate profitably.





**The
      Company has an immediate need for additional financing.**





The
      Company has limited operating funds and has nominal cash on hand. The Company
      has an immediate need for funds in order to finance its business operations.
      As
      of December 31, 2004, the Company had a working capital deficit of approximately
      $311,793. The working capital requirements in the foreseeable future will depend
      on a variety of factors, including the Company's ability to implement its
      business plan. In the event that the plans change, the assumptions change or
      prove to be inaccurate, or the cash flow proves to be insufficient to fund
      the
      operations (due to unanticipated expenses, delays, problems, difficulties or
      otherwise), the company will be required to seek additional financing sooner
      than anticipated or have to curtail its activities. The Company has secured
      a
      loan of $1,000,000 of short-term indebtedness as of December 31, 2003. To the
      extent that it incurs additional indebtedness or any other transaction, the
      company will be subject to risks associated with incurring substantial
      indebtedness, including the risks that interest rates may fluctuate and cash
      flow may be insufficient to pay principal and interest on any such indebtedness.
      The company currently has no sources of revenue from which to repay the
      indebtedness. The Company has no current arrangements with respect to, or
      sources of, additional financing. There can be no assurance that additional
      financing will be available to the company on commercially reasonable or
      acceptable terms, if at all. The ability to obtain additional capital will
      be
      dependent on market conditions, the national economy and other factors outside
      of the company’s control. The failure to secure necessary financing would have a
      material adverse effect on the company and could require the company to delay
      or
      modify its business plan.






8





**The
      limited operating history subjects the company to the risks of a new
      business**





The
      Company has a limited operating history upon which to evaluate the future
      performances and prospects. The prospects must be considered in light of the
      risks, expenses, delays, problems and difficulties frequently encountered in
      the
      establishment of a new business in the health care and hospitality industry,
      which is an evolving industry characterized by intense competition.





**There
      may be potential liabilities associated with the company which were not
      discovered at the time of the merger.**




The
      Company may have liabilities that were not discovered or may have been unable
      to
      discover during the pre-acquisition investigation. Any indemnities or warranties
      may not fully cover such liabilities due to their limited scope, amount or
      duration, the financial limitations of the indemnitor or warrantor, or for
      other
      reasons. Therefore, in the event the company is held responsible for the
      foregoing liabilities, the Company's operations may be materially and adversely
      affected.





**The
      ability to attract and retain customers depends on factors the company cannot
      control.**





The
      ability to attract customers, and the ability of the company to retain
      customers, will depend on a number of factors, many of which are beyond the
      company’s control. These factors include:





The
      market for the services is characterized by rapid technological advances,
      evolving industry standards, changes in customer requirements and frequent
      new
      product and service introductions and enhancements. The industry is
      characterized by frequent introduction of new products and services. In order
      for us to achieve market acceptance for the products and services, the company
      requires substantial marketing efforts and the expenditure of significant funds
      to create both awareness and demand by marketing retailers and consumers. If
      technologies or standards applicable to the products or services become obsolete
      or fail to gain widespread consumer acceptance and the company is unable to
      adapt to such changes, then the business and financial results will be
      materially and adversely affected.





**The
      company operates in an extremely competitive market and may not be able to
      compete effectively.**




The
      current and prospective competitors are numerous. The Healthcare services
      business is highly competitive and there are few significant barriers to entry.
      All of the established competitors have substantially greater financial,
      technical, marketing, distribution, personnel and other resources, larger
      customer bases, longer operating histories, greater name recognition and more
      established relationships in the industry than the company does. If the
      marketplace substantially expands and becomes commercially viable, then any
      of
      these competitors may expand their services and seek to dominate the
      marketplace, thereby preventing us from obtaining any meaningful market shares.
      The company intends to compete on the terms of price, customer support,
      technical expertise, variety of value added services and
      reliability.







9




**Absence
      of dividends**




The
      Company has never paid any dividends on shares of the common stock and does
      not
      anticipate that the company will pay dividends in the foreseeable future. The
      company intends to apply any earnings to fund the development of the business.
      Investment in the Company is inappropriate if you are seeking current or near
      term income.




**The
      management has the ability to control almost all matters.**





Halton
      Martin, Chief Operating Officer and Chief Financial Officer, owns approximately
      60% of the Company's shares of common stock as of May 31, 2007. Therefore,
      he
      has the ability to elect the directors and to control the outcome of other
      issues submitted to the stockholders.





**Difficulty
      of trading and obtaining quotations for the common stock.**




The
      common stock is currently quoted on the Pink Sheets under the symbol “CAHR.PK”.
      As a result of trading in the over-the-counter market, an investor would likely
      find it more difficult to purchase, dispose of, or to obtain quotations as
      to
      the price of the common stock. There can be no assurance that a more active
      trading market will develop, or if developed, that it will be
      maintained.




**Penny
      Stock regulation is expected to adversely affect the market for the Company's
      securities.**




The
      trading of the common stock is currently subject to Rule 15g-9 promulgated
      under
      the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, for
      non-NASDAQ and non-exchange listed securities. Under such rule, brokers-dealers
      who recommend such securities to persons other than established customers and
      accredited investors must make a special written suitability determination
      for
      the purchaser and receive the purchaser's written agreement to a transaction
      prior to sale. Securities are exempt from this rule if the market price is
      at
      least $5.00 per share.





The
      Commission has adopted regulations that generally define a “penny stock” to be
      an equity security that has a market price of less than $5.00 per share or
      an
      exercise price of less than $5.00 per share subject to certain exceptions.
      Such
      exceptions include equity securities listed on NASDAQ and equity securities
      issued by an issuer that has (i) net tangible assets of at least $2,000,000,
      if
      such issuer has been in continuous operation for more than three years, or
      (ii)
      net tangible assets of at least $5,000,000, if such issuer has been in
      continuous operation for less than three years, or (iii) average revenue of
      at
      least $6,000,000 for the preceding three years. Unless an exception is
      available, the regulations require the delivery, prior to any transaction
      involving a penny stock, of a risk disclosure schedule explaining the penny
      stock market and the risks associated therewith.




The
      common stock is currently a penny stock as defined in the Exchange Act and,
      as
      such, the market liquidity for the Common Stock is limited to the ability of
      broker-dealers to sell common stock in compliance with the above-mentioned
      disclosure requirements.




**ITEM
      7.  FINANCIAL STATEMENTS**





The
      financial statements of the Company appear at the end of this report beginning
      with the Index to Financial Statements.




10





**CARIBBEAN
          AMERICAN HEALTH RESORTS, INC.**
  **REPORT
                      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
                  12**BALANCE
                      SHEETS**
                  13**STATEMENTS
                      OF OPERATIONS**
                  14**STATEMENTS
                      OF CASH FLOWS**
                  15**STATEMENTS
                      OF STOCKHOLDERS’ DEFICIT**
                  16**NOTES
                      TO FINANCIALS STATEMENTS**
                  17
                    - 22
    11
  
 REPORT
            OF
            INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To
            the
            Board of Directors and Stockholders
 Caribbean
            American Health Resorts, Inc.
 (A
            Development Stage Company)
 Beverly
            Hills, California 90212
 
 We
            have
            audited the accompanying balance sheets of Caribbean American Health
            Resorts,
            Inc. (A Development Stage Company) as of December 31, 2004 and the related
            statements of operations, stockholders' equity (deficit), and cash flows
            for the
            years ended December 31, 2004, 2003, and for the period from Inception
            (September 17, 1998) to December 31, 2004.  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 audits.
 
 We
            conducted our audits in accordance with auditing standards generally
            accepted in
            the United States.  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 audits provide a reasonable basis for our opinion.
 
 In
            our
            opinion, the financial statements referred to above present fairly, in
            all
            material respects, the financial position of Caribbean American Health
            Resorts,
            Inc. (A Development Stage Company) as of December 31, 2004, and the results
            of
            its operations and cash flows for the years ended December 31, 2004,
            2003, and
            for the period from Inception (September 17, 1998) to December 31, 2004
            in
            conformity with accounting principles generally accepted in the United
            States.
 
 
 
 De
            Joya
            Griffith & Company, LLC
 Henderson,
            Nevada
 July
            12,
            2007
 12
   CARIBBEAN
                    AMERICAN HEALTH RESORTS, INC.(A
                    Development Stage Company)Balance
                    SheetDecember
                    31, 2004**ASSETS**Current
                    assetsCash
                    and equivalents
                
                $
                653,813Other
                    current assets
                
                
                1,700Total
                    current assets
                
                
                655,513$
                655,513**LIABILITIES
                    AND SHAREHOLDERS' DEFICIT**Current
                    liabilitiesAccounts
                    payable
                
                $
                43,280Accrued
                    expenses
                
                
                23,629Accrued
                    interest
                
                
                125,297Advance
                    from stockholder
                
                
                54,936Other
                    current liabilities - line of credit
                
                
                45,253Note
                    payable
                
                
                1,000,000Total
                    current liabilities
                
                
                1,292,395Commitments
                    and contingencies
                
                
                -Shareholders'
                    deficitUndesignated stock:  5,000,000 shares authorized none
                    issuedand
                    outstanding
                
                
                -Common
                    stock, 50,000,000 shares authorized, $.01 par value,15,083,793
                    shares issued and outstanding
                
                
                150,838Treasury
                    stock
                
                
                (13,992
                )Additional
                    paid-in capital
                
                
                7,327,897Deficit
                    accumulated during the development stage
                
                
                (8,101,625
                )Total
                    shareholders' deficit
                
                
                (636,882
                )$
                655,513
     13
   CARIBBEAN
                    AMERICAN HEALTH RESORTS, INC.(A
                    Development Stage Company)Statements
                    of Operations**Cumulative****from
                    inception****(September
                    17, 1998)****Year
                    ended December 31,**
                
                
                **to
                    December 31,****2004**
                
                
                **2003**
                
                
                **2004**Revenue
                
                $
                5,488
                
                
                $
                9,650
                
                
                $
                15,138Cost
                    of revenue
                
                
                -
                
                
                
                -
                
                
                
                -Gross
                    profit
                
                
                5,488
                
                
                
                9,650
                
                
                
                15,138Operating
                    costs and expenses:General
                    and administrative
                
                
                220,764
                
                
                
                377,845
                
                
                
                1,677,038Loss
                    on settlement of obligations
                
                
                -
                
                
                
                4,509,263
                
                
                
                4,509,263Total
                    operating costs and expenses
                
                
                220,764
                
                
                
                4,887,108
                
                
                
                6,186,301Loss
                    from operations
                
                
                (215,276
                )
                
                
                (4,877,458
                )
                
                
                (6,171,163
                )Other
                    income (expense)Interest
                    income
                
                
                19,441
                
                
                
                3,114
                
                
                
                22,555Interest
                    expense
                
                
                (115,958
                )
                
                
                (1,841,284
                )
                
                
                (1,957,242
                )Other
                    income
                
                
                -
                
                
                
                225
                
                
                
                225Total
                    other income (expense)
                
                
                (96,517
                )
                
                
                (1,837,945
                )
                
                
                (1,934,462
                )Loss
                    before provision for income taxes
                
                
                (311,793
                )
                
                
                (6,715,403
                )
                
                
                (8,105,625
                )Provision
                    for income taxes
                
                
                -
                
                
                
                -
                
                
                
                4,000Net
                    loss
                
                $
                (311,793
                )
                
                $
                (6,715,403
                )
                
                $
                (8,101,625
                )Basic
                    and diluted net loss per share
                
                $
                (0.02
                )
                
                $
                (0.60
                )Basic
                    and diluted weighted average numberof
                    common shares outstanding
                
                
                15,083,793
                
                
                
                11,109,668
  
    14
  CARIBBEAN
                    AMERICAN HEALTH RESORTS, INC.(A
                    Development Stage Company)Statement
                    of Shareholders' Equity (Deficit)From
                    Inception (September 17, 1998) to December 31, 2004**Preferred
                    Stock**
                
                
                **Common
                    Stock**
                
                
                
                
                
                
                
                
                
                
                
                **Accumulated****Additional**
                
                
                
                
                
                
                
                
                **During
                    the**
                
                
                **Total****Number**
                
                
                
                
                
                **Number**
                
                
                
                
                
                **Paid-in**
                
                
                **Stock
                    to be**
                
                
                **Treasury**
                
                
                **Development**
                
                
                **Shareholders'****of
                    Shares**
                
                
                **Total**
                
                
                **of
                    Shares**
                
                
                **Total**
                
                
                **Capital**
                
                
                **Issued**
                
                
                **Stock**
                
                
                **Stage**
                
                
                **Equity
                    (Deficit)**Founder's
                    shares
                
                
                2,000,000
                
                
                $
                -
                
                
                
                3,000,000
                
                
                $
                300,000
                
                
                $
                (24,488
                )
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                275,512Shares
                    issued for cash
                
                
                114,825
                
                
                
                241,100
                
                
                
                
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                241,100Net
                    loss for 1999
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (387,306
                )
                
                
                (387,306
                )**Balance,
                    December 31, 1999**
                
                ****
                **2,114,825**
                
                
                ****
                **241,100**
                
                
                ****
                **3,000,000**
                
                
                ****
                **300,000**
                
                
                ****
                **(24,488**
                **)**
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **(387,306**
                **)**
                
                ****
                **129,306**Shares
                    issued for cash
                
                
                84,750
                
                
                
                177,975
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                -
                
                
                
                -
                
                
                ****
                **-**
                
                
                
                177,975Cash
                    received for future issuance of stock
                
                
                -
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                87,377
                
                
                
                -
                
                
                ****
                **-**
                
                
                
                87,377Net
                    loss for 2000
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (200,874
                )
                
                
                (200,874
                )**Balance,
                    December 31, 2000**
                
                ****
                **2,199,575**
                
                
                ****
                **419,075**
                
                
                ****
                **3,000,000**
                
                
                ****
                **300,000**
                
                
                ****
                **(24,488**
                **)**
                
                ****
                **87,377**
                
                
                ****
                **-**
                
                
                ****
                **(588,180**
                **)**
                
                ****
                **193,784**Shares
                    issued for cash
                
                
                26,296
                
                
                
                33,157
                
                
                
                3,700
                
                
                
                370
                
                
                
                18,630
                
                
                
                (18,117
                )
                
                
                -
                
                
                ****
                **-**
                
                
                
                34,040Cash
                    received for future issuance of stock
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                102,507
                
                
                
                -
                
                
                ****
                **-**
                
                
                
                102,507Net
                    loss for 2001
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (175,655
                )
                
                
                (175,655
                )**Balance,
                    December 31, 2001**
                
                ****
                **2,225,871**
                
                
                ****
                **452,232**
                
                
                ****
                **3,003,700**
                
                
                ****
                **300,370**
                
                
                ****
                **(5,858**
                **)**
                
                ****
                **171,767**
                
                
                ****
                **-**
                
                
                ****
                **(763,835**
                **)**
                
                ****
                **154,676**Shares
                    issued for cash
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                210,573
                
                
                
                21,057
                
                
                
                308,130
                
                
                
                (171,767
                )
                
                
                -
                
                
                ****
                **-**
                
                
                
                157,420Shares
                    issued for services
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                
                100,000
                
                
                
                10,000
                
                
                
                90,000
                
                
                
                -
                
                
                
                -
                
                
                ****
                **-**
                
                
                
                100,000Net
                    loss for 2002
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (310,594
                )
                
                
                (310,594
                )**Balance,
                    December 31, 2002**
                
                ****
                **2,225,871**
                
                
                ****
                **452,232**
                
                
                ****
                **3,314,273**
                
                
                ****
                **331,427**
                
                
                ****
                **392,272**
                
                
                ****
                **-**
                
                
                ****
                **-**
                
                
                ****
                **(1,074,429**
                **)**
                
                ****
                **101,502**Conversion
                    of preferred to common
                
                
                (2,225,871
                )
                
                
                (452,232
                )
                
                
                6,472,022
                
                
                
                647,202
                
                
                
                (194,970
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Recapitalization
                
                
                -
                
                
                
                -
                
                
                
                3,741,250
                
                
                
                (843,353
                )
                
                
                843,353
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Shares
                    issued in settlement of interest
                
                
                -
                
                
                
                -
                
                
                
                369,600
                
                
                
                3,696
                
                
                
                1,493,184
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,496,880Shares
                    issued in settlement of debt
                
                
                -
                
                
                
                -
                
                
                
                1,186,648
                
                
                
                11,866
                
                
                
                4,794,058
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                4,805,924Shares
                    purchased for cash
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (13,992
                )
                
                
                -
                
                
                
                (13,992
                )Net
                    loss for 2003
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (6,715,403
                )
                
                
                (6,715,403
                )**Balance,
                    December 31, 2003**
                
                
                -
                
                
                
                -
                
                
                ****
                **15,083,793**
                
                
                ****
                **150,838**
                
                
                ****
                **7,327,897**
                
                
                
                -
                
                
                ****
                **(13,992**
                **)**
                
                ****
                **(7,789,832**
                **)**
                
                ****
                **(325,089**
                **)**Contributed
                    capital
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
                    loss for 2004
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (311,793
                )
                
                
                (311,793
                )**Balance,
                    December 31, 2004**
                
                ****
                **-**
                
                
                **$**
                **-**
                
                
                ****
                **15,083,793**
                
                
                **$**
                **150,838**
                
                
                **$**
                **7,327,897**
                
                
                **$**
                **-**
                
                
                **$**
                **(13,992**
                **)**
                
                **$**
                **(8,101,625**
                **)**
                
                **$**
                **(636,882**
                **)**
     15
     CARIBBEAN
                    AMERICAN HEALTH RESORTS, INC.(A
                    Development Stage Company)Statements
                    of Cash Flows**Cumulative****from
                    inception****(September
                    17, 1998)****Year
                    ended December 31,**
                
                
                **to
                    December 31,****2004**
                
                
                **2003**
                
                
                **2004****Cash
                    flows from operating activities:**Net
                    loss
                
                $
                (311,793
                )
                
                $
                (6,715,403
                )
                
                $
                (8,101,625
                )Adjustments
                    to reconcile net loss to net cashused
                    by operating activities:Loss
                    on settlement of obligations
                
                
                -
                
                
                
                4,509,263
                
                
                
                4,509,263Issuance
                    of common stock for services
                
                
                -
                
                
                
                -
                
                
                
                100,000Issuance
                    of common stock for interest
                
                
                -
                
                
                
                1,496,880
                
                
                
                1,496,880Changes
                    in operating assets and liabilities(Increase)
                    in other current assets
                
                
                (500
                )
                
                
                (700
                )
                
                
                (1,700
                )Increase
                    (decrease) in accounts payable
                
                
                37,405
                
                
                
                (32,750
                )
                
                
                43,280Increase
                    (decrease) in accrued expenses
                
                
                1,582
                
                
                
                24,319
                
                
                
                25,902Increase
                    (decrease) in accrued interest
                
                
                102,300
                
                
                
                22,997
                
                
                
                125,297Net
                    cash used by operating activities
                
                
                (171,006
                )
                
                
                (695,394
                )
                
                
                (1,802,703
                )**Cash
                    flows from financing activities:**Proceeds
                    from (repayment of) advances from line of credit
                
                
                45,253
                
                
                
                296,661
                
                
                
                514,363Advances
                    (repayments)  from related party
                
                
                915
                
                
                
                57,220
                
                
                
                54,936Proceeds
                    from (repayments of) investment payable
                
                
                -
                
                
                
                -
                
                
                
                86,800Issuance
                    of preferred stock
                
                
                -
                
                
                
                -
                
                
                
                452,232Issuance
                    of common stock
                
                
                -
                
                
                
                -
                
                
                
                348,185Proceeds
                    from notes payable
                
                
                -
                
                
                
                1,000,000
                
                
                
                1,000,000Net
                    cash provided by financing activities
                
                
                46,168
                
                
                
                1,353,881
                
                
                
                2,456,516Net
                    increase (decrease) in cash
                
                
                (124,838
                )
                
                
                658,487
                
                
                
                653,813**Cash,
                    beginning of period**
                
                
                778,651
                
                
                
                120,164
                
                
                
                -**Cash,
                    end of period**
                
                $
                653,813
                
                
                $
                778,651
                
                
                $
                653,813
     16
   **CARIBBEAN
          AMERICAN HEALTH RESORTS, INC.**
 **(A
          Development Stage Company)**
 **Notes
          to Consolidated Financial Statements**
 **December
          31, 2004**
  **1.        Organization
          and summary of significant accounting policies**
  Organization
          and line of business
  Caribbean
          American Health Resorts, Inc., formerly Vital Health Technologies, Inc.,
          (the
“Public Company” or the “Company”) was incorporated on April 11,
          1960.  On March 10, 2003, the Public Company consummated an Agreement
          and Plan of Reorganization to acquire all of the outstanding capital stock
          of
          Carribean American Health Resorts, Inc. (“CAHR”) a closely held private company,
          in an exchange for 9,786,295 shares of the Public Company’s common stock (“CAHR
          transaction”).  Prior to the CAHR transaction, the Public Company sold
          off its remaining assets and operations and had 3,741,250 shares of common
          stock
          issued and outstanding.  Following the transaction, the Public Company
          change its name from Vital Health Technologies, Inc. to Caribbean American
          Helath Resorts, Inc. and had 13,527,545 shares of common stock issued and
          outstanding.
 
 The
          accounting treatment of the CAHR transaction was determined by the
          following:
 
 1.
                The
                    Public Company was a non-operating public company (having no
                    operations or
                    assets);
 2.
                The
                    shareholders of CAHR became the controlling shareholders of the
                    combined
                    company; and
 3.
                The
                    management and operations of the combine company continue to
                    be those of
                    CAHR.
 
 For
          accounting purposes, the CAHR transaction is considered to be a capital
          transaction in substance, rather than a business combination.  The
          result of the CAHR transaction is treated, in the accompanying financial
          statements as equivalent to the issuance of shares by a private company
          (CAHR)
          for the non-monetary assets of a non-operational public company (Public
          Company), accompanied by a recapitalization.  The accounting for the
          CAHR transaction is similar to that resulting from a reverse
          acquisition.  Accordinlgy, the historical financial information of the
          accompanying financial statement sis that of CAHR.  All shares
          included in the Statement of Stockholder’s Equity have been presented as if the
          acquisition had occurred at the date of inception, September 17, 1998,
          of
          CAHR.
 
 The
          shares of the Public Company outstanding prior to the merger (3,741,250)
          have
          been shown as a recapitalization of CAHR as of March 10, 2003.
 
 Caribbean
          American Health Resorts, Inc. (a development stage company) plans to develop
          world class health resorts in the Caribbean Island of Barbados.  The
          health and longevity facilities will provide five star luxury accommodations,
          reconstructive and elective surgery.  Programs will include detox,
          rehab, spa and weight reduction, along with holistic health and longevity
          and a
          full range of traditional spa services.  Caribbean American Healths
          Resorts will also distribute a variety of herbal-based vitamins and dietary
          supplements.
   17
 **CARIBBEAN
            AMERICAN HEALTH RESORTS, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Consolidated Financial Statements**
 **December
            31, 2004**
 **1.        Organization
          and summary of significant accounting policies
          (continued)**
 
 Development
          Stage Company
 The
          Company is a development stage company as defined in Statement of Financial
          Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
          Stage Enterprises." The Company is devoting substantially all of its present
          efforts to establish a new business, and its planned principal operations
          have
          not yet commenced.  The Company has not generated any material
          revenues throughout its history. The Company's ability to continue in business
          is dependent upon obtaining sufficient financing or attaining future profitable
          operations.
 
 Cash
          and equivalents
  The
          Company considers all liquid investments with a maturity of three months
          or less
          from the date of purchase that are readily convertible into cash to be
          cash
          equivalents.
  Concentration
          of credit risk
  Balances
          in bank accounts may, from time to time, exceed federally insured
          limits.  The Company believes that its loss exposure is
          limited.
  Use
          of
          estimates
  The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect certain reported amounts and disclosures.  Accordingly, actual
          results could differ from those estimates.
 
 Net
          loss per share
 Basic
          loss per common share is computed by dividing net loss by the weighted-average
          number of shares of common stock outstanding during the
          period.  Diluted loss per share is computed similar to basic loss per
          share except that the denominator is increased to include dilutive options,
          warrants and other potential common stock outstanding during the
          period.
 
 Advertising
  Advertising
          costs are expensed as incurred.  Advertising expenses totaled $1,450
          in 2004 and $0 in 2003.
 
 Fair
          value of financial instruments
 
 SFAS
          No.
          107, “Disclosures About Fiar Value of Financial Insturments,” requires the
          Company to disclose, when reasonably attainable, the fair market values
          of its
          assets and liabilities that are deemed to be financial
          instruments.  The carrying amounts and estimated fair values of the
          company’s financial instruments approximate their fair value due to their
          short-term nature.
   18
 **CARIBBEAN
            AMERICAN HEALTH RESORTS, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Consolidated Financial Statements**
 **December
            31, 2004**
 
 **1.        Organization
          and summary of significant accounting policies
          (continued)**
  Income
          taxes
  The
          Company accounts for income taxes under the liability method required by
          SFAS
          No. 109 which requires the recognition of deferred tax liabilities and
          assets
          for the expected future tax consequences of events that have been included
          in
          the financial statements or tax returns.  Under this method, deferred
          income taxes are recognized for the tax consequences in future years of
          differences between the tax bases of assets and liabilities and their financial
          reporting amounts at each period end based on enacted tax laws and statutory
          tax
          rates applicable to the periods in which the differences are expected to
          affect
          taxable income. Valuation allowances are established, when necessary, to
          reduce
          deferred tax assets to the amount expected to be realized. The provision
          for
          income taxes represents the tax payable for the period and the change during
          the
          period in deferred tax assets and liabilities.
 
 Recent
          accounting pronouncements
  On
          December 31, 2002, the FASB issues SFAS 148, “Accounting for Stock-Based
          Compensation-Transition and Disclosure” (FAS 148).  The Company
          currently utilized the intrinsic value method of accounting for its stock-based
          employee compensation described in APB Opinion No. 25, “Accounting for
          Stock-Based Compensation”, to require companies to account for their employee
          stock-based awards using the fair value approach.  However, the
          disclosure provisions are required for all companies with stock-based employee
          compensation, regardless of whether they utilize the fair value method
          of
          accounting as described in FAS 123 or the intrinsic value method described
          in
          APB Opinion No.  25.  In
          addition,  FAS  148  amends  the
          disclosure provisions of FAS 123 to require disclosure in the summary of
          significant accounting policies of the effects of an entity’s accounting policy
          with respect to stock-based employee compensation reported in net income
          and
          earnings per share in annual and interim financial statements.
  FAS
          148
          amends FAS 123 to provide alternative methods of transition to the fair
          value
          method of accounting for stock-based employee compensation should the Company
          decide to change its method of accounting from intrinsic value method to
          the
          fair value method.  The three methods provided in FAS 148 include (1)
          the prospective method which is the method currently provided for in FAS
          123,
          (2) the retroactive restatement method which would allow companies to restate
          all periods presented and (3) the modified prospective method which would
          allow
          companies to present the recognition provisions to all outstanding stock-based
          employee compensation instruments as of beginning of fiscal year of
          adoption.  The Company believes that it has provided the disclosures
          required under FAS 148 in these financial statements.
  
 
 19
 **CARIBBEAN
            AMERICAN HEALTH RESORTS, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Consolidated Financial Statements**
 **December
            31, 2004**
 
 
 **1.        Organization
          and summary of significant accounting policies
          (continued)**
  Recent
          accounting pronouncements (continued)
  During
          2003, the Financial Accounting Standards Board ("FASB") issued various
          accounting standards and interpretations, including FASB Statement No.
          150,
          "Accounting for Certain Financial Instruments with Characteristics of both
          Liabilities and Equity" ("SFAS 150"), Interpretation No.46 ("FIN 46),
          "Consolidation of Variable Interest Entities, an interpretation of ARB
          51" and
          Interpretation No.46-R "Consolidation of Variable Interest Entities" ("FIN
          46-R"). Adoption of these standards and interpretations is not expected
          to have
          a material effect on the Company's financial condition, results of operations
          or
          liquidity.
 
 In
          December 2004, the FASB issued SFAS No. 123 (Revised 2004), *Share-Based
          Payments*(“SFAS 123R”). SFAS 123R requires all share-based payments to
          employees, including grants of employee stock options, to be recognized
          in the
          income statement based on their fair values. The Company is required to
          adopt
          the new standard in the first interim period beginning after December 15,
          2005.
          The Company does not expect the adoption of SFAS 123R to have a material
          effect
          on the financial statements.
 
 In
          December 2004, the FASB issued SFAS No. 153, *Exchanges of Nonmonetary
          Assets, an amendment of APB Opinion 29*(“SFAS 153”). SFAS 153 requires that
          exchanges of nonmonetary assets be measured based on the fair values of
          the
          assets exchanged, and eliminates the exception to this principle under
*APB
          Opinion 29* for exchanges of similar productive assets. The Company is
          required to adopt the new standard in the first interim period beginning
          after
          June 15, 2005. The Company does not expect the adoption of SFAS 153 to
          have a
          material effect on its financial statements.
 
 **2.        Note
          payable**
 
 The
          Company obtained a note payable of $1,000,000 from Sonsai
          Corporation.  The note renews annually on December 31 and bears
          interest at 10%.
 
 **3.        Related
          party transactions**
 
 The
          Company has received advances from a shareholder totaling
          $54,936.  These advances are due on demand and bear no
          interest.
 
 
 
 20
 
 **CARIBBEAN
            AMERICAN HEALTH RESORTS, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Consolidated Financial Statements**
 **December
            31, 2004**
 
 **4.        Shareholders’
          equity (deficit)**
 
 Preferred
          stock issuances
 In
          1999,
          the Company issued 2,000,000 founder’s shares of its preferred stock to the
          president of the Company for $-0-.
 
 In
          1999,
          the Company issued 114,825 shares of its preferred stock for
          $241,100.  Each share is convertible into three shares of common
          stock.
 
 In
          2000,
          the Company issued 84,750 shares of its preferred stock for
          $177,975.  Each share is convertible into two shares of common
          stock.  In addition, an additional $18,117 was received for preferred
          stock, but the stock was not issued until 2001.
 
 In
          2001,
          the Company issued 26,296 shares of its preferred stock for $33,157, which
          includes the $18,117 received in the prior year.  Each share is
          convertible into two shares of common stock.
 
 Effective
          with the merger of CAHR and Vital Health, all preferred shares were converted
          into common stock.
 
 Common
          stock issuances
 In
          1999,
          the Company issued 3,000,000 founder’s shares of its common stock to the
          president of the Company for $3,000.
 
 In
          2000,
          the Company received $69,200 for shares, but did not issue these shares
          until
          2001 and 2002.
 
 In
          2001,
          the Company issued 3,700 shares of its common stock for $19,000.  In
          addition, an additional $102,507 was received for common stock, but the
          stock
          was not issued until 2002.
 
 In
          2002,
          the Company issued 210,573 shares of its common stock for $329,187, which
          includes the $69,200 and $102,567 received in 2000 and 2001,
          respectively.  In addition, the Company issued 100,000 shares of its
          common stock for services valued at $100,000.
 
 Effective
          with the merger of CAHR and Vital Health, preferred shares were converted
          into
          6,472,020 shares of common stock and an additional 3,741,250 shares were
          issued.
 
 During
          year ended December 31, 2003, the Company purchased 2,965 shares of treasury
          stock totaling $13,992 through an open market using the cost
          method.
 
 
 21
 **CARIBBEAN
            AMERICAN HEALTH RESORTS, INC.**
 **(A
            Development Stage Company)**
 **Notes
            to Consolidated Financial Statements**
 **December
            31, 2004**
 
 **4.        Shareholders’
          equity (deficit) (continued)**
 
 Common
          stock issuances (continued)
 
 In
          December 2003, 369,600 shares of the Company’s common stock valued at $1,496,880
          were issued in settlement of interest expense totaling
          $1,719,000.  The gain on this transaction is netted with the losses on
          other transactions in the caption “Loss on Settlement of Obligations” in the
          accompanying statement of operations.
 
 In
          December 2003, 1,186,648 shares of the Company’s common stock valued at
          $4,805,924 were issued in settlement of debt totaling $296,661.  The
          loss on this transaction is netted with the gains on other transactions
          in the
          caption “Loss on Settlement of Obligations” in the accompanying statement of
          operations.
 
 **5.       Commitments
          and contingencies**
 
 Equipment
          leases
 The
          Company is obligated under two operating leases for credit card terminals
          expiring in 2004.  The aggregate minimum future payments under this
          lease are $2,052 for the year ending December 31, 2003 and $1,112 for the
          year
          ending December 31, 2004.  Rent expense charged to operations totaled
          $18,288 in 2004 and $16,179 in 2003.









22




**ITEM
      8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE**





As
      part
      of the Share Exchange Agreement dated March 10, 2003 between Vital Health
      Technologies, Inc and Caribbean American Health Resorts, Inc, the new directors
      added Beutel Accountancy Corporation as accountants and auditors.





(i)
      On
      May 20, 2005, Beutel Accountancy Corporation (“Beutel”) was dismissed as
      independent auditor for the Company. On May 20, 2005, the Company engaged Farber
      Hass Hurley & McEwen LLP (formerly Farber & Hass LLP) (“Farber”) as its
      principal independent accountant. This decision to engage Farber was ratified
      by
      the majority approval of the Board of Directors of the Company. On June 09,
      2006
      Farber notified the Company that they currently do not have the manpower to
      continue with the audit at this time and therefore has resigned as the Company’s
      auditors. On June 16, 2006, the Company agreed to terminate Farber as its
      principal independent accountant and engaged De Joya Griffith & Company, LLC
      as its principal independent accountant. This decision to engage De Joya
      Griffith & Company, LLC was ratified by the majority approval of the Board
      of Directors of the Company.




(ii)
      Management of Caribbean American Health Resorts, Inc has not had any
      disagreements with Beutel related to any matter of accounting principles or
      practices, financial statement disclosure or auditing scope or procedure. For
      the two most recent fiscal years and any subsequent interim period through
      Beutel’s termination on May 20, 2005, there has been no disagreement between the
      Company and Beutel on any matter of accounting principles or practices,
      financial statement disclosure, or auditing scope or procedure, which
      disagreement, if not resolved to the satisfaction of Beutel would have caused
      it
      to make a reference to the subject matter of the disagreement in connection
      with
      its reports. Also Management of Caribbean American Health Resorts, Inc / Vital
      Health Technologies, Inc. (“Vital Inc.”) has not had any disagreements with
      Farber related to any matter of accounting principles or practices, financial
      statement disclosure or auditing scope or procedure. Farber has not issued
      any
      report on our financial statements since they were engaged.




(iii)
      The
      Company’s Board of Directors participated in and approved the decision to change
      independent accountants. Firstly, the decision to change Beutel was based on
      a
      request from the SEC, as noted in their letter dated May 3, 2005. This change
      was made solely because Beutel is not registered with the PCAOB and for no
      other
      reasons. Beutel’s audit report for either of the past two years contained no
      adverse opinion or disclaimer of opinion and was not qualified or modified
      as to
      audit scope or accounting principles, except for the going concern opinion
      issued in the audit report.




Secondly,
      the decision to change Farber was made only at their request based on the fact
      that they were unable to continue the audit at this time due to the lack of
      sufficient personnel and for no other reason.






23





(iv)
      In
      connection with its review of financial statements through June 9, 2006, there
      have been no disagreements with Farber on any matter of accounting principles
      or
      practices, financial statement disclosure, or auditing scope or procedure,
      which
      disagreements if not resolved to the satisfaction of Farber would have caused
      them to make reference thereto in their report on the financial
      statements.




(v)
      During the most recent audit period and the interim period subsequent to June
      9,
      2006, there have been no reportable events with the Company as set forth in
      Item
      304(a)(i)(v) of Regulation S-K.




(vi)
      The
      Company requested that Farber furnish it with a letter addressed to the SEC
      stating whether or not it agrees with the above statements. A copy of such
      letter is filed as an Exhibit to the Form 8-K.





(2)           New
      Independent Accountants:




(i)
      The
      Company engaged, De Joya Griffith & Company, LLC, Henderson, Nevada, as its
      new independent auditors as of June 16, 2006. Prior to such date, the Company,
      did not consult with De Joya Griffith & Company, LLC regarding (i) the
      application of accounting principles, (ii) the type of audit opinion that might
      be rendered to De Joya Griffith & Company, LLC (iii) any other matter that
      was the subject of a disagreement between the Company and its former auditor
      as
      described in Item 304(a)(1)(iv) of Regulation S- B.




There
      have been no other changes in or disagreements with accountants during the
      last
      three fiscal years.





**ITEM
      8A.   CONTROLS AND PROCEDURES**





The
      Company's Chief Executive Officer/Chief Financial Officer has
      conducted an evaluation of the Company's disclosure controls and procedures
      as
      of December 31, 2004.  Based on their evaluation, the Company's Chief
      Executive Officer/Chief Financial Officer have concluded that the Company’s
      disclosure controls and procedures are effective to ensure that information
      required to be disclosed by the Company in reports that it files or submits
      under the Securities Exchange Act of 1934 is recorded, processed, summarized
      and
      reported within the time periods specified in the applicable Securities and
      Exchange Commission rules and forms.  There were no significant
      changes in the Company's internal controls or in other factors that could
      significantly affect these controls subsequent to the date of the most recent
      evaluation of these controls by the Company's Chief Executive Officer/Chief
      Financial Officer.  No significant deficiencies or material the
      company weaknesses in the Company's internal controls were identified therefore
      no corrective actions were taken.











24





**PART
      III**








**ITEM
      9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE
      REGISTRANT.**





Directors
      and Officers





The
      following table sets forth the names, ages, and positions with the Company
      for
      each of the officers and directors of the Company.





Name
            Age
            Position
            Director
                SinceHalton
                Martin
            56
            Chief
                Executive Officer Director
            March,
                2003Dr
                Orlando Pile
            56
            Director
            March,
                2003Paul
                Meye
            61
            Director
            March,
                2003Dr
                David Waldron
            55
            Director
            March,
                2003








All
      directors hold office until the next annual meeting of stockholders or until
      their successors are duly elected and qualify. Officers serve at the discretion
      of the Board of Directors. The company is presently conducting negotiations
      with
      three former securities specialists to serve as officers of the
      company.





The
      following is information on the business experience of each director and
      officer.





Halton
      Martin is the President, Chief Operating Officer and Chief Executive Officer
      of
      the company. He has over 20 years experience in the business and financial
      industry. Mr. Martin served as President of The Royal Caribbean Hotel
      Corporation in Barbados. During that period, Mr. Martin gained extensive
      experience in the marketing, financial and business operations in the
      hospitality industry. Mr. Martin owned and operated a full line insurance agency
      and was General Agent for California Western States Life Insurance Company
      in
      Sacramento, California. He was a licensed registered representative with the
      National Association of Security Dealers from 1972 to 1983 and was associated
      with several brokerage firms nationally. Mr. Martin has spent several years
      working with the young resident physicians at the Martin Luther King Hospital
      and Harbor General Hospitals in California. He developed many financial programs
      for doctors. In 1995, Mr. Martin became the Secretary of the Board of Trustees
      for Quantum University. This University is a chiropractic facility with studies
      in the areas of alternative medicine. He also became Vice President of the
      Business Development for the said University. Mr. Martin has been involved
      in
      the politics of the Caribbean and took part in the 1990 general election. He
      has
      spoken at many business seminars and was a featured speaker at the CACCI Annual
      Conference in New York's World Trade Center on "Doing Business in the Caribbean"
      in 1994.






25






Mr.
      Martin is a member of the American of the Association of Governing Boards of
      Universities and Colleges. Mr. Martin holds a Bachelor of Science degree in
      Accounting and Finance from Devry University in Southern California. Mr. Martin
      has extensive experience in dealing with all types of investors, underwriters,
      physicians and industry personnel.





Dr.
      Orlando Pile collaborates with physicians of Alternative Medicine to promote
      methods of enhancing the Immune System and improving Nutrition. He speaks to
      many organizations and universities throughout the United States, Canada and
      the
      Caribbean. As a physician specialist for the Los Angeles County Sheriff’s
      Department, Dr. Pile is the Chief of Communicable Diseases. Having worked with
      the Department of Justice on numerous projects, he is at the forefront of this
      specialty. In addition, the doctor is a member of the distinguished faculty
      of
      Correctional Physicians on HIV/AIDS. He has lectured extensively and
      participated in many conferences on Infectious Diseases in the correctional
      sector, as well as the community at large. Currently, he collaborates with
      physicians of Alternative Medicine in an effort to promote ways of enhancing
      the
      Immune System and improving nutrition. In addition to this, the doctor still
      finds time for the local community by offering his services to sports medicine
      in the youth and high school football programs. The doctor is a senior member
      of
      the medical staff of Robert F. Kennedy Medical Center in Hawthorne, as well
      as
      Centinela Hospital Medical Center in Inglewood, and maintains a very successful
      practice in Inglewood and Los Angeles, California.





Paul
      Meye
      is the Vice President of Finance for the corporation. He is a tax accountant
      who
      lives in Orange County and has practiced for thirty years. His practice boasts
      a
      number of clients from across the United States and several foreign
      countries.





Dr.
      David
      Waldron is Vice President and will oversee medical operations as a Director
      of
      the corporation. He is a surgeon with 20 years experience within the specialty
      of ophthalmology. Dr. Waldron works with several programs for the state of
      California and oversees an independent group of physicians (IPA).





**Compliance
      with Section 16(a) of the Exchange
      Act**




Pursuant
      to Section 16 of the Securities Exchange Act of 1934, our directors and
      executive officers and beneficial owners of more than 10% of our common stock
      are required to file certain reports, within specified time periods, indicating
      their holdings of, and transactions in, the common stock and derivative
      securities. Based solely on a review of such reports provided to us and written
      representations from such persons regarding the necessity to file such reports,
      we are not aware of any failures to file reports or report transactions in
      a
      timely manner during the fiscal year ended December 31, 2004.




**Code
      of Ethics**





We
      have
      adopted a Code of Business Conduct and Ethics designed to comply with Item
      406
      of Regulation S-B. A copy of our Code of Business Conduct and Ethics is filed
      as
      an exhibit to our Annual Report on Form 10-KSB for December 31, 2003. We will
      provide a copy of the Code of Ethics, without charge, to any person who sends
      a
      written request addressed to the company at 9454 Wilshire Blvd, Suite 600,
      Beverly Hills, CA. 90212.






26





**ITEM
      10.  EXECUTIVE COMPENSATION**





Summary
      Cash and Other Compensation





The
      following table shows, for the fiscal year 2004 the cash compensation paid
      by
      the company as well as certain other compensation paid accrued for those years,
      to Halton Martin, the company’s chief Executive Officer





**Name
                and address**
              **Of
                beneficial owner**
            **Year**
            **Salary**
            **Bonus**
            **Options**Halton
                Martin
            2004
            $0
            $0President/CEO
            2003
            $0
            $0Dr
                Orlando Pile
            2004
            $0
            $0Director
            2003
            $0
            $0Paul
                Meye
            2004
            $0
            $0Director
            2003
            $0
            $0Dr
                David Waldron
            2004
            $0
            $0Director
            2003
            $0
            $0





Mr.
      Martin was appointed an executive officer in March 2003.





**ITEM
      11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS**





The
      following table sets forth as of May 31, 2007, the number and percentage of
      the
      15,744,301 issued and outstanding shares of the Company's common stock, par
      value $0.01, which according to the information supplied to the Company, the
      company beneficially owned by (i) each person who is currently a director of
      the
      Company, (ii) each executive officer, (iii) all current directors and executive
      officers of the Company as a group and (iv) each person who, to the knowledge
      of
      the Company, is the beneficial owner of more than 5% of the outstanding common
      stock. Except as otherwise indicated, the persons named in the table have sole
      voting and dispositive to the company with respect to all shares beneficially
      owned, subject to community property laws where applicable.





Name
                and Address
            Common
                Shares
            Percent
                of Classof
                Beneficial OwnerHalton
                Martin
            9,000,000
            60






27





Equity
      Compensation Plan Table





The
      following table sets forth aggregate information regarding grants under all
      equity compensation plans of the company as of December 31, 2004:





Number
                of Securities to be
              Issued
                upon Exercise of
              outstanding
                options,
              Warrants
                and rights
            Weighted
                Average
              exercise
                price of
              outstanding
                options,
              Warrants
                and rightsPlan
                Category
            (a)
            (b)Equity
                compensation plans
            0
            $0approved
                by security shareholdersEquity
                compensation plans not
            0
            $0approved
                by security shareholdersTotal
            0
            $0





**ITEM
      12.    CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS**





There
      are
      continued borrowings and repayments from certain shareholders.




**ITEM
      13.  EXHIBITS**





Exhibits





Copies
      of
      the following documents are included as exhibits to this report pursuant to
      Item
      601 of Regulation S-B.





Exhibit
      Index





SEC
                Ref. No.Exhibit   3.1
            Articles
                of Incorporation.*Exhibit   3.2
            Bylaws.*Exhibit   4.1
            Agreement
                and Plan of Share Exchange. **Exhibit  10.1
            Settlement
                AgreementExhibit  10.2
            Non-Exclusive
                License AgreementExhibit  14
            Code
                of Ethics.***Exhibit  31.1
            Certification
                of Principal Executive Officer and Principal Financial Officer
                pursuant to Sect ion 302 of Sarbanes Oxley Act of
                2002Exhibit  32.1
            Certification
                of Principal Executive Officer and Principal Financial Officer
                pursuant to Sect ion 906 ofSarbanes Oxley Act of 2002






28





*    These
      items were filed as exhibits to the Company's annual report on Form 10-KSB
      for
      the year ended December 31, 2000, and are incorporated herein by this
      reference.





**   These
      items the company filed as exhibits to the Company's annual report on Form
      10-KSB for the year ended December 31, 2002, and are incorporated herein by
      this
      reference.





***  This
      item was filed as an exhibit to the Company's annual report on Form 10-KSB
      for
      the year ended December 31, 2003, and is incorporated herein by this
      reference.





**ITEM
      14.    PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**





Audit
      Fees





The
      aggregate fees billed for professional services rendered by DeJoya Griffith
      & Company LLC for the audit of the Company's annual financial statements for
      fiscal years 2005, 2004 and 2003  is $45,000 in total.





Audit-Related
      Fees





There
      are
      no audit related fees.





All
      Other Fees





The
      company was also billed $29,000 in fiscal years 2005 for professional services
      rendered by Faber & Hass Accountancy Corporation for other products or
      services.





The
      Company has not formally designated an audit committee and as a result, the
      entire board of directors performs the duties of an audit
      committee.  It's the Board's policy to pre-approve all services
      provided by The Accountancy Corporation effective as of April 1,
      2002.  Since all services provided by the principal accountant are
      pre-approved, the Company does not rely on pre-approval policies and
      procedures.






29





**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





Caribbean
      American
      Health Resorts, Inc





Date:
      June 20,
      2007.                                           By: /*s/ Halton
      Martin*


===================


Halton
      Martin, Chief
      Executive Officer