U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

             9454 Wilshire Boulevard, Suite 600, Beverly Hills, CA 90212
              (Address of Principal Executive Offices and Zip Code)

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 [X] No [ ]

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. [X]

The Registrant's revenues for its most recent fiscal year:  $5,448.

The aggregate market value of the common equity held by non-affiliates based on
the average bid and asked price as of March 31, 2005 was $0.00.

As of March 31, 2005 the Registrant had outstanding 15,741,250 shares of common
stock, par value $0.01.

Documents incorporated by reference:  None.


                                       1

<PAGE>



                                TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                                 Page



Part I

1.   Description of Business                                                 3

2.   Description of Property                                                 4

3.   Legal Proceedings                                                       4

4.   Submission of Matters to a Vote of Security Holders                     4


Part II

5.   Market for Common Equity, Related Stockholder Matters and               5
     Small Business Issuer Purchases of Equity Securities

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

7.   Financial Statements                                           F-1 - F-17

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

8A.  Controls and Procedures                                                 8

Part III

9.   Directors and Executive Officers of the registrant.                     9

10.  Executive Compensation                                                  9

11.  Security Ownership of Certain Beneficial Owners and Management         10
     and related stockholder matters.

12.  Certain Relationships and Related Transactions                         11

13.  Exhibits                                                               11

14.  Principal Accountant Fees and Services                                 11


Signatures                                                                  12


                                       2
<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

General

Caribbean American Health Resorts, Inc. (the "Company") was incorporated in the
State of Minnesota on April 11, 1960 under the name of Cherne Test Ball, Inc.
Starting in December of 1961 the Company effectuated several name changes, most
recently from Vital Health Technologies, Inc. to Caribbean American Health
Resorts, Inc.

In 2002 the Company began a search to seek merger/acquisition opportunities and
on March 10, 2003 the Company entered into an Agreement and Plan of Share
Exchange with Caribbean American Health Resorts Inc., a Nevada corporation
formed in 1997 with headquarters in Beverly Hills, California. Pursuant to this
Agreement and Plan of Share Exchange, all of the outstanding shares of stock of
the Nevada corporation were exchanged for shares of the Company's common stock
and the Nevada corporation became a wholly-owned subsidiary of the Company. In
connection with the Agreement and Plan of Share Exchange, the Company agreed to
sell substantially all of its assets (including the heart disease and detection
technology developed by Vital Health Technologies, Inc.) to a Minnesota
corporation called General Finance and Development, Inc. This sale occurred
pursuant to a settlement agreement, dated as of November 15, 2004, by and
between the Company and Aurora Capital Holdings, L.L.C., a Minnesota limited
liability company, in exchange for 1,700,000 shares of the Company's common
stock. Upon entering into the Settlement Agreement, General Finance and
Development, Inc. entered into a non-exclusive license agreement with the
Company whereby the Company has the worldwide, non-exclusive right to develop,
use, market and sell the heart disease and detection technology. In April 2005,
the Nevada corporation was merged with and into the Company and the business of
the Nevada corporation became the business of the Company.

Caribbean American Health Resorts, Inc. was formed to develop, own and operate
world-class health and longevity facilities ("resorts") in the Caribbean. The
first project will be on the island of Barbados.

This "beach front" resort is intended to provide five star luxury accommodations
and services for reconstructive surgery, detoxification and rehabilitation
programs, spa and 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.

The Company wants 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
Company also wants to be the leader in providing luxury condominiums in the
Caribbean to a targeted clientele in North America and Europe. The Health
Services will be offered through the Company's planned world-class health and
longevity facilities ("resorts") in the Caribbean. The Company believes that it
can build world-class resorts in the Caribbean and combine them with the talent
of leading surgeons and physicians from major cities in the United States to
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 Company anticipates that
the condominiums it plans to build will capitalize on the strong demand for
retirement homes generated by the significant population of returning Caribbean
nationals from North America and Europe.

                                       3
<PAGE>

The Company's business plan contemplates construction of a resort which will
provide five star luxury accommodations and services for reconstructive and
elective surgery, detoxification and rehabilitation programs, spa and 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. The proposed health
resort is designed to attract a selected market segment from a defined
Californian market as well as the top 1% percent of global wage earners. The
Company's marketing strategy will specifically target entertainers and business
executives in California as well as the European and Asian markets.

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 the famous, the Company believes this targeted
Health Services clientele will value 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 it to
benefit from joint marketing opportunities with the Barbados Tourism Authority.

Governmental Regulation

The operation of a Health Resort on the island of 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
the license for the Company's surgeons to operate on the island.

Competition

There are hundreds of health spas and resorts worldwide. They all have special
programs and atmospheres. However, the greatest competitors will be the
facilities located in the United States of America which is the Company's target
market. Palm Springs, California boasts a number of private spas with social
menus and programs for the most discerning clientele. The Company intends to
offer a more specialized service to its clientele. This service will include
most of those services offered by the competitors. However, the Company's focus
will be concentrated on a more medically equipped facility with emphasis on
reconstructive surgery and elective surgery, detoxification programs and
corporate wellness.

Employees

The Company has two full time employees.


ITEM 2.  DESCRIPTION OF PROPERTY

     The Company leases approximately 500 square feet of office space in Beverly
Hills, California, paying $ 1800.00 per month on a month-to month basis.


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
fourth quarter of the fiscal year covered by this report on form 10-KSB.


                                       4
<PAGE>

                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock trades on the OTC Bulletin Board under the ticker
symbol CAHR.OB There are currently 5 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 sets forth, for the periods indicated, the high and low
closing bid quotations for the Company's common stock, as reported by the OTC
Bulletin Board. 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.

                                                High           Low
                        2004
                     First Quarter              1.95           .70
                     Second quarter              .55           .43
                     Third quarter               .43           .25
                     Fourth quarter              .25           .11

                        2003
                     Second Quarter             5.50          2.50
                     Third Quarter              3.50          1.75
                     Fourth Quarter             2.00          1.25

At March 31, 2005, there were approximately 935 holders of record of the
Company's issued and outstanding shares of common stock, $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 in the last two fiscal years 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.

Agreement with Focus Tech Investments, Inc.

On January 30, 2002 the Company entered into an agreement with a Texas finance
and consulting firm called Focus Tech Investments, Inc. ("FTI") whereby FTI
provided financing from time to time in order for the Company to meet its
ongoing financial responsibilities to vendors who provided legal, accounting,
transfer agent services, storage space and other miscellaneous services to the
Company. FTI identified and introduced merger candidates qualified to merge with
the Company. Caribbean Health Resorts Inc. was introduced to the Company by FTI
and was compensated with 150,000 shares of unregistered common stock on March
10, 2003 as compensation for the services provided.

Merger with Caribbean American Health Resorts, Inc.

On March 10, 2003 the Company entered into an Agreement and Plan of Share
Exchange with Caribbean American Health Resorts Inc. Pursuant to this agreement,
the Company issued 8,109,291 shares of the Company's common stock to the
stockholders of Caribbean American Health Resorts Inc. in exchange for 100% of
the outstanding shares of stock of Caribbean American Health Resorts Inc.

                                       5
<PAGE>

Small Business Issuer Purchases of Equity Securities
<TABLE>
<CAPTION>
Period                  (a) Total Number of      (b)  Average Price      (c) Total Number of    (d)  Maximum Number
                        Shares Purchased         Paid per Share          Shares Purchased as    of Shares that May
                                                                         Part of Publicly       Yet be Purchased
                                                                         Announced Plans or     Under the Plans or
                                                                         Programs               Programs
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
<S>                            <C>                         <C>                     <C>                    <C>
Oct. 1 - Oct. 31, 2004             0                       0                       0                      0
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
Nov. 1 - Nov. 20, 2004         1,700,000                   *                       0                      0
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
Dec. 1 - Dec. 31, 2004             0                       0                       0                      0
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
Total                          1,700,000                   *                       0                      0
----------------------- ------------------------ ----------------------- ---------------------- ----------------------
</TABLE>

* These shares were repurchased by the Company from Aurora Capital Holdings,
L.L.C. in a private transaction pursuant to the Settlement Agreement dated
November 15, 2004. The Company transferred substantially all its assets
(including the heart disease and detection technology developed by Vital Health
Technologies, Inc.) to a Minnesota corporation called General Finance and
Development, Inc. Upon entering into the Settlement Agreement, General Finance
and Development, Inc. entered into a non-exclusive license agreement with the
Company whereby the Company has the worldwide, non-exclusive right to develop,
use, market and sell the heart disease and detection technology.

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

      BUSINESS STRATEGY

The Company's objective is to maximize its profitability by providing quality
health products, high quality Spa treatment and elective/reconstructive surgical
services as well as by providing luxurious condominium units to its targeted
customer base. The key elements of its strategy are:

o    Establish a World-Class Health Resort


     The Company 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. It intends to combined 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.

o    Develop Well-Designed Luxury Condominiums for Targeted Premium Customers

     The Company intends to develop its condominiums in the heart of Barbados'
     most famous hotel strip, recently renamed the "Golden Mile." This location
     is in the Hastings region, which is situated along the south coast of
     Barbados, only 20 minutes from The Grantley Adams International Airport and
     10 minutes from Bridgetown, the capital city. Golf courses and scuba diving
     as well as the Queen Elizabeth Hospital are within minutes. This ideal
     location boasts easy access to many of the trendy shops and boutiques in
     the area. The Company intends to build its condominiums directly on the
     beautiful beach of the Caribbean Sea and the Atlantic Ocean. The visual
     style of the condominium complex will embrace a modern, distinctive
     architecture style. The Company aims to create a sophisticated environment
     that is also highly spirited and lively. The Company has entered an
     agreement to purchase this beach front property. This agreement is awaiting
     a decision from the courts regarding the issuance of a clear title.

o    Market Products and Services Aggressively to Target Customers

     The Company plans to market its health services aggressively to business
     executives, sports and entertainment clients worldwide as well as a
     targeted Caribbean population. In 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.

                                       6
<PAGE>

o    Implement a Disciplined Financial Strategy

     The Company'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 its capital
     structure to ensure that the Company maintains adequate financial
     flexibility to adjust successfully to changes in the market place. The
     Company believes that a disciplined financial approach will also enable it
     to capitalize on opportunistic expansion opportunities throughout the
     Caribbean.

     Liquidity

     The company expects that its cash and cash generated from operations will
     be insufficient to meet its operating cash needs. The revenue in 2004 came
     from the licensing fees for the doctors. Even though it is expected that
     these will increase, the Company will continue to rely on Mr. Martin for
     working capital support for the Company. The Company may 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.

     TWELVE MONTHS ENDED DECEMBER 31, 2003 AND DECEMBER 31, 2004

     The Company generated $5,448.00 for the year ended December 31, 2004 as
     compared to $10,500 for the same period ending December 31, 2003. Cost of
     sales for the twelve months ended December 31, 2004 and 2003 were $0 and $0
     respectively.

     General and Administrative expenses for the twelve months ended December
     31, 2004 were $223,210 as compared to $164,796 for the same period of 2003.

     The company had interest expense in the amount $154,466 for the twelve
     months ended December 31, 2004 as compared to interest expense of $57,123
     for the twelve months ended December 31, 2003. This interest expense
     relates to the long term debt of $1,000,000.

     As a result of the foregoing, the company realized a net loss of $372,184
     for the year ended December 31, 2004 as compared to a net loss of $211,408
     for the year ended 2003.

     OFF-BALANCE SHEET ARRANGEMENTS

     NONE

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 that 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.

                                       7
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS

     The financial statements of the Company are as foollows:

                         Vital Health Technologies, Inc.
                          (A Development Stage Company)
                                 FINANCIAL AUDIT
                               FOR THE YEAR ENDED
                                December 31, 2004









                                  PREPARED BY:
                         Beutel Accountancy Corporation
                          Certified Public Accountants
                         30423 Canwood Street, Suite 112
                             Agoura Hills, CA 91301


                                      F-1


<PAGE>



                                     BEUTEL
                             ACCOUNTANCY CORPORATION
--------------------------------------------------------------------------------
30423 Canwood St. #112,       BeutelCPA@aol.com            Phone (818) 706-8925
Agoura Hills, CA 91301                                       Fax (818) 706-8926


                  REPORT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
                  --------------------------------------------


Board of Directors
Vital Health Technologies, Inc.
Beverly Hills, CA

We have audited the accompanying balance sheet of Vital Health Technologies,
Inc. as of December 31, 2004 and 2003 and the related statement of operations,
stockholders' equity and cash flow for the years then ended. These financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (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. We were not engaged to perform and
audit of the Company's internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Vital Health
Technologies, Inc. as of December 31, 2004 and 2003 and the results of their
operations, cash flow and change in stockholders equity for the years then ended
in accordance with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has incurred a net loss of $372,184 during the
year ended December 31, 2004, and a net loss of $1,019,279 from reentrance to
development stage until December 31, 2004. The Company's significant operating
losses raise substantial doubt about the ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



Beutel Accountancy Corporation
Agoura Hills, CA
April 14, 2005

                                      F-2


<PAGE>



<TABLE>

                         VITAL HEALTH TECHNOLOGIES, INC
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS

<CAPTION>

                                                                                 December 31,               December 31,
                                    ASSETS                                           2004                       2003
                                    ------                                      ------------                ------------

Current assets:
<S>                                                                             <C>                         <C>
     Cash                                                                       $    972,676                $    969,592
     Prepaid expenses                                                                     --                          --
     Accounts receivable                                                              93,001                      93,001
                                                                                ------------                ------------
         Total current assets                                                      1,065,677                   1,062,593

Other assets:                                                                         17,163                      16,663
                                                                                ------------                ------------

         Total assets                                                           $  1,082,840                $  1,079,256
                                                                                ============                ============

                             LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued expenses                                      $     59,832                $     19,362
     Note payable (Note 3)                                                           715,491                     420,013
                                                                                ------------                ------------

         Total current liabilities                                                   775,323                     439,375

Long term liabilities
     Note payable (Note 3)                                                         1,000,000                   1,000,000

         Total Liabilities                                                         1,775,323                   1,439,375
                                                                                ------------                ------------

Stockholders' equity:
     Undesignated stock: 5,000,000 shares authorized
         none issued and outstanding                                                      --                          --
     Common stock $.01 par value; 50,000,000 shares authorized;
         shares issued and outstanding 15,741,250 in 2004 and
         4,334,269 in 2003                                                           157,412                      43,342
     Paid-in capital                                                              11,969,681                  11,969,681
     Subscription recevable                                                           (6,660)                     (6,660)
     Accumulated deficit                                                         (11,793,637)                (11,793,637)
     Deficit accumulated during the development stage                             (1,019,279)                   (572,845)
                                                                                ------------                ------------

         Total stockholders' equity                                                 (692,483)                   (360,119)
                                                                                ------------                ------------

         Total liabilities and stockholders' equity                             $  1,082,840                $  1,079,256
                                                                                ============                ============
</TABLE>

                                      F-3


<PAGE>
<TABLE>

                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF OPERATIONS

<CAPTION>

                                          Year Ended                        Reentrance to development
                                          December 31,                             stage to
                                              2004                2003         December 31, 2004
                                          ------------        ------------     --------------------

<S>                                       <C>                 <C>                 <C>
Revenues                                  $      5,488        $     10,500        $    112,349

Cost of sales                                       --                  --                 (38)

General and administrative expenses           (223,210)           (164,796)         (1,245,182)

Interest expense                              (154,466)            (57,123)           (313,732)

Other income (expense)                               4                  10              (7,390)

Debt forgiveness                                    --                  --             435,243

Income tax expense                                  --                  --                (529)
                                          ------------        ------------        ------------

Net incTotallother income                     (372,184)           (211,408)         (1,019,279)

Other comprehensive income                          --                  --                  --
                                          ------------        ------------        ------------

Comprehensive income (loss)               $   (372,184)       $   (211,408)       $ (1,019,279)
                                          ============        ============        ============



Basic earnings (loss) per share             10,037,760           4,037,760           7,891,575
                                          ============        ============        ============

Weighted average number of shares
    outstanding                                  (0.04)              (0.05)              (0.13)
                                          ============        ============        ============

</TABLE>
                                      F-4

<PAGE>

<TABLE>

                                                     VITAL HEALTH TECHNOLOGIES, INC.
                                               STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                          PERIOD FROM REENTRANCE INTO DEVELOPMENT STAGE (JANUARY 1, 1994) TO DECEMBER 31, 2004

<CAPTION>

                                                                                                        Accumulated
                                        Common Stock                                                      Deficit
                                    ---------------------                                                 During
                                   Number                    Paid-In      Subscriptions    Accumulated  Development   Stockholders'
                                   of Shares     Amount      Capital       Receivable       Deficit        Stage         Equity
                                   ----------  ----------  ------------   ------------   ------------   ------------   ------------
<S>                                <C>         <C>         <C>            <C>            <C>            <C>            <C>
Balances, January 1, 1994              41,900  $      419  $ 11,779,532   $         --   $(13,896,096)  $         --   $ (2,116,145)
Issuance of common stock in 1994          553           6        14,994         15,000
Net Income (loss) 1994                     --          --            --             --          5,503        (89,747)       (84,244)
Net Income (loss) 1995                     --          --            --             --             --        (62,874)       (62,874)
Net Income (loss) 1996                     --          --            --             --             --        (71,513)       (71,513)
Net Income (loss) 1997                     --          --            --             --             --        (70,000)       (70,000)
Net Income (loss) 1998                     --          --            --             --        488,491        264,570        753,061
Net Income (loss) 1999                     --          --            --             --      1,300,012        (50,612)     1,249,400
                                   ----------  ----------  ------------   ------------   ------------   ------------   ------------
 Balances, Dece,ber 31, 1999           42,453         425    11,794,526             --    (12,102,090)       (80,176)      (387,315)

Issuance of common stock and
 warrents in settlement of debt
 in September 2000                        181           2           234             --             --             --            236

Exercise of warrant in 2000             1,451          14           712             --             --             --            726
Issuance of common stock and
 warrents for services in

 September 2000                           275           3           534             --             --             --            537

Issuance of common stock in
 settlement of debt October 2000       40,099         401        19,649             --             --             --         20,050

Issuance of warrants for services          --          --           925             --             --             --            925

Issuance of common stock as part
of asset purchase agreement           200,000       2,000        29,648             --             --             --         31,648

Net income (loss) 2000                     --          --            --             --        308,453         40,521        348,974
                                   ----------  ----------  ------------   ------------   ------------   ------------   ------------
    Balances December 31, 2000        284,459       2,845    11,846,228             --    (11,793,637)       (39,655)        15,781

Contributed capital from donated
 services                                  --          --       120,000             --             --             --        120,000

Issuance of warrants for services          --          --           550             --             --             --            550

Net income (loss) 2001                     --          --            --             --             --       (247,532)      (247,532)
                                   ----------  ----------  ------------   ------------   ------------   ------------   ------------
    Balances December 31, 2001        284,459       2,845    11,966,778             --    (11,793,637)      (287,187)      (111,201)

Contributed capital from donated
 services                                  --          --        10,000             --             --             --         10,000

Issuance of common stock for
 services at $.01 per share in
 January 2002                       2,310,000      23,100            --             --             --             --         23,100

Issuance of common stock at $.14
 per share in April 2002 (2)        1,146,250      11,463       148,537       (110,000)            --             --         50,000

Fractional shares                         541           5            (5)            --             --             --             --

Net income (loss) 2002                     --          --            --             --             --        (74,250)       (74,250)
                                   ----------  ----------  ------------   ------------   ------------   ------------   ------------
                                    3,741,250      37,413    12,125,310       (110,000)   (11,793,637)      (361,437)      (102,351)

Acquisition of CAHR, Inc. for
stock                                 593,019       5,930      (155,629)       103,400             --             --        (46,299)

Net income (loss) 2003                     --          --            --             --             --       (211,408)      (211,408)
                                   ----------  ----------  ------------   ------------   ------------   ------------   ------------
                                    4,334,269      43,343    11,969,681         (6,600)   (11,793,637)      (647,095)      (434,308)

Issuance of stock                  11,406,981     114,069            --             --             --             --        114,069

Net income (loss) 2004                     --          --            --             --             --       (372,184)      (372,184)
                                   ----------  ----------  ------------   ------------   ------------   ------------   ------------
Balances December 31, 2004         15,741,250  $  157,412  $ 11,969,681   $     (6,600)  $(11,793,637)  $ (1,019,279)  $   (692,423)
                                   ==========  ==========  ============   ============   ============   ============   ============




     (1) Debt forgiveness applied to accumulated deficit and or deficit
     accumulated during development stage based on period forgiven liabilities
     were initially incurred.                                                   -74249

     (2) Initially provided for a $300,000 subscription receivable, subsequently
     settled for $110,000.
</TABLE>

                                      F-5

<PAGE>

<TABLE>

                  VITAL HEALTH TECHNOLOGIES, INC
                          (A DEVELOPMENT STAGE COMPANY)
                             STATEMENT OF CASH FLOWS

<CAPTION>

                                                                         Years Ended                          From reentrance to
                                                                         December 31,                        development stage to
                                                                            2004               2003             December 31, 2004
                                                                      -----------------   ----------------     -----------------
Cash flows from operating activities:
<S>                                                                     <C>                <C>                 <C>
     Net income (loss)                                                  $  (372,184)       $  (211,408)        (1,019,279.00)

     Adjustments to reconcile net income to net cash
        provided by (used in) operating activities:
        Debt forgiveness                                                         --                 --           (460,905)
        Indebtedness incurred for services and storage                           --                 --            400,000
        Implied compensation under SABS-T                                        --                 --            130,000
        Stock issued for services                                                --                 --             23,100
        Warrents issued for consulting services                                  --                 --              2,012
        Depreciation                                                             --                 --              1,946
        Valuation allowance                                                      --                 --              6,878
        Inventory                                                                --                 --                 38
        Accounts receivable                                                      --            (93,001)           (93,001)
        Organization expenses                                                    --            (16,663)           (16,663)
        Prepaid expenses                                                       (500)               235               (500)
        Accounts payable and other current liabilities                      335,948            325,769            775,323
                                                                        -----------        -----------        -----------

              Net cash (used in) operating activities                       (36,736)             4,932           (251,051)
                                                                        -----------        -----------        -----------

Cash flows used for investing activities:
                                                                                 --                 --                 --
                                                                        -----------        -----------        -----------

              Net cash provided by (used in) investing activities                --                 --                 --
                                                                        -----------        -----------        -----------

Cash flows from financing activities:
     Stock proceeds                                                          39,820           (149,699)           (24,991)
     Decrease (increase) in subscriptions receivable                             --            103,340             96,680
     Issuance of convertible notes payable                                       --                 --            167,038
     Principal payments                                                          --            (15,000)
     Increase in long term debt                                                  --          1,000,000          1,000,000
                                                                        -----------        -----------        -----------

              Net cash provided by (used in) financing activities            39,820            953,641          1,223,727
                                                                        -----------        -----------        -----------

Net increase (decrease) in cash and cash equivalents                          3,084            958,573            972,676

Cash and cash equivalents at beginning of year                              969,592             11,019                 --
                                                                        -----------        -----------        -----------

Cash and cash equivalents at end of year                                $   972,676        $   969,592        $   972,676
                                                                        ===========        ===========        ===========

Supplemental disclosure of cash flow information:

     Interest paid                                                      $        --        $    57,123        $    57,123
                                                                        ===========        ===========        ===========

     Income taxes paid                                                  $        --        $        --        $     1,081
                                                                        ===========        ===========        ===========

</TABLE>

                                      F-6


<PAGE>




                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
------------------

The Company was incorporated on April 1, 1960, under the laws of the State of
Minnesota. On September 26, 2000, the Company changed its name to Vital Health
Technologies, Inc. Formerly the Company was known as Vital Heart Systems, Inc.

In November 1993, the Company ceased the majority of its operations. At January
1, 1994, the Company was deemed to have reentered the development stage. From
1994 to 1997 the Company had only limited operations as it tried to complete the
design and marketing of a non-invasive, stress-free coronary artery disease
(CAD) detection device. In 1997 the Company ceased all operations.

In 1998 and 2000 the Company worked with a Minnesota venture capital firm,
Aurora Capital Management, LLC (Aurora) and a Minnesota entity with compatible
business operations, Vital Health Technologies, LLC (VHT-LLC) in an effort to
revitalize the Company (see Notes 2 and 5). These dealings ultimately led to the
acquisition of VHT-LLC's assets on December 1, 2000 (see Note 5).



Cash Equivalents
----------------

For purposes of reporting cash flows, cash equivalents include investment
instruments purchased with a maturity of three months or less. There were no
cash equivalents in 2004 or 2003.















                                      F-7

<PAGE>


                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)


Risks, Estimates and Uncertainties
----------------------------------

     Use of Estimates
     ----------------

     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosure of contingent assets and liabilities at the date of the
     financial statements and reported amounts of revenues and expenses during
     the reporting period.

     Authorized Number of Shares
     ---------------------------

     The Company enacted a 1 for 10 reverse stock split as reflected in these
     financial statements (see Note 3). A provision in Minnesota Statutes might
     require reduction of the authorized shares of the Company from 50,000,000
     to 5,000,000 and adjustment of the par value from $.01 to $.10. The
     ultimate resolution of this matter cannot be determined at this time.

                                      F-8


















<PAGE>




                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Risks, Estimates and Uncertainties (Continued)
----------------------------------------------

     Lender Concentration/Continued Existence
     ----------------------------------------

     The Company has been fully dependent on certain stockholders for the
     maintenance of its corporate status and to provide all managerial
     assistance and working capital support for the Company.

     Continued Existence
     -------------------

     Management is uncertain if current agreements will allow it to remain as an
     operating business (see Note 2).

Earnings Per Share
------------------

The Company implemented FASB 128: Earnings Per Share. Basic EPS excludes
dilution and is computed by dividing net income by the weighted-average number
of common shares outstanding for the year. Diluted EPS reflects the potential
dilution from stock options and warrants and is computed using the treasury
stock method. Under the treasury stock method stock options and warrants are
assumed to have been exercised at the beginning of the period if the exercise
price exceeds the average market price during the period. Stock options and
warrants are excluded from the EPS calculation due to their antidultitive
effect.

Stock-Based Consideration
-------------------------

The Company has applied the fair value-based method of accounting for employee
and nonemployee stock-based consideration and/or compensation in accordance with
FASB Statement 123 (based on quoted market prices at the date of grant and/or as
earned).

Contributed Services
--------------------

Management services contributed by a principal stockholder have been reflected
at their fair value in the accompanying financial statements in accordance with
Staff Accounting Bulletin (SAB) 5-T: Accounting For Expenses or Liabilities Paid
By Principal Stockholders.


                                      F-9

<PAGE>

                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Comprehensive Income
--------------------

SFAS No. 130 establishes standards for the reporting and disclosure of
comprehensive income and its components which will be presented in association
with a company's financial statements. Comprehensive income is defined as the
change in a business enterprise's equity during a period arising from
transactions, events or circumstances relating to non-owner sources, such as
foreign current translation adjustments and unrealized gains or losses on
available-for-sale securities. It includes all changes in equity during a period
except those resulting from investments by or distributions to owners. For the
years ended December 31, 2004 and 2003, net income and comprehensive income were
equivalent.

Financial Instruments
---------------------

Financial Instruments consist of the following:

     Short-Term Assets and Liabilities: The fair value of cash and cash
     equivalents, accounts receivable, accounts payable and accrued expenses and
     short-term debt approximate their carrying values due to the short-term
     nature of these financial instruments.

Income Taxes
------------

The Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" which requires the
use of the "liability method" of accounting for income taxes.

NOTE 2 - GOING CONCERN/DEVELOPMENT STAGE COMPANY

On January 1, 1994, the Company was deemed to have reentered the development
stage. Since that date the Company has devoted the majority of its efforts to:
maintenance of the corporate status; settlement of liabilities; and the search
for a viable method of operations and/or merger candidate.

                                      F-10


<PAGE>



                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004


NOTE 2 - GOING CONCERN/DEVELOPMENT STAGE COMPANY (Continued)

In 2004 and 2003 the Company has been fully dependent on its stockholders and
Aurora for the maintenance of its corporate status and to provide all managerial
assistance and working capital support for the Company.

In November 2000, the Company satisfied the last of its judgment creditors (see
Note 6). In October 2000, the Company reached an agreement with VHT-LLC to
settle its indebtedness to VHT-LLC for 40,099 shares of the Company's common
stock (see Note 6). On December 1, 2000, the Company acquired all of the assets
of VHT-LLC for 200,000 shares of the Company's common stock (see Note 6). In
2001, the Company attempted to move forward with development of its core
technology (variance cardiography). The Company attempted to raise capital
through a private placement or rights offering of the Company's common stock to
move forward with product development, but was unsuccessful. Due to the lack of
available capital to successfully market variance cardiography, the Company
changed its direction in 2001 from trying to market the variance cardiography
technology to actively seeking candidates to license or purchase the variance
cardiograph technology.

In 2002, the Company concentrated its efforts on finding a merger candidate.
Some monies were raised through a stock offering, but these monies were not
sufficient to revitalize the Company's marketing of the variance cardiography
technology. Instead these monies were used to maintain the Company's public
reporting status.

In March 2003, the Company entered into an agreement to merge with an operating
company, Caribbean American Health Resorts, Inc. If this merger is unsuccessful
or if the combined companies are unable to obtain profitable operations, the
Company might be unable to continue as a going concern. No estimate can be made
of the range of loss that is reasonably possible should the Company be
unsuccessful.

                                      F-11








<PAGE>







                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                   THE YEARS ENDED DECEMBER 31, 2003 AND 2004


NOTE 3 - NOTES PAYABLE

In 2002 and 2001, the Company issued $10,000 and $102,500, respectively, in
convertible notes payable maturing between January 29, 2002 and February 5,
2003. These notes are unsecured, bear interest at 10% per annum, and are
convertible into common stock of the Company at the option of the note holders
at a price equal to the next stock offering price.

$15,000 of these notes were repaid in May 2002. $97,500 were repaid in March
2003.

Certain note holders were also issued warrants (see Note 4).

LONG-TERM DEBT:
                                                           December 31, 2004

Long-term debt consists of the following:

Note payable with interest payable at a rate
         of 12% per annum, interest only until
         January 31, 2006 when principal is due in full      $1,000,000


Maturities of long-term debt for the years subsequent to December 31, 2004 are
as follows:

              2005    $        0
              2006     1,000,000
                      $1,000,000


NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)

Authorized Shares/Reverse Split
-------------------------------

At the Company's August 28, 2000 Special Meeting of Shareholders, the Company
approved Amended and Restated Articles of Incorporation which increased the
authorized capitalization of the Company to fifty million (50,000,000) shares of
$.01 par value common shares and five million (5,000,000) shares of undesignated
stock. At this meeting a one for sixty consolidation of the Company's issued and
outstanding shares was also approved. At its December 26, 2001 Board of
Directors meeting, the Company approved a reverse split on a 1 for 10 basis
effective January 7, 2002.

All references to stockholders' equity (deficit) in the accompanying financial
statements have been restated to reflect these amendments retroactively.


                                      F-12
<PAGE>

                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004


NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

Warrants

The Company has issued warrants to purchase its common stock as follows:
<TABLE>
<CAPTION>

                                     Shares
                                     UnderExercise
                                     Warrant           Price               Exercise Period
                                     -------           -----               ---------------
<S>                                  <C>           <C>                    <C>
    Issued for services
      in 2000 and 2001               17,050        $.49 to $20.00         January 2001 to January 2006
    Attachment to
      convertible notes               4,500        $20.00                 January 2001 to October 2006
                                     ------        --------------
                                     21,550        $.50 to $20.00
                                     ======        ==============
</TABLE>

2002 Employee Stock Option Plan
-------------------------------

The Company implemented the 2002 Employee Stock Option Plan to foster and
promote the long-term financial health of the Company. Option prices will be
determined by a committee at the time of grant, but the option price will not be
less than the par value of the Company's common stock. As part of this plan in
2002 the Company issued 5,000 shaes of its common stock to each of its two
directors and 300,000 of its common stock to a consultant. These shares were
valued at $3,100, the fair value of these shares at the grant date.

Subscription Receivable
-----------------------

In April 2002, the Company entered into an agreement to issue 1,146,250 shares
of its common stock for $50,000 and a subscription receivable of $300,000 due
October 25, 2002. This subscription was not paid when due and went into default.
The Company ultimately transferred 1,000,000 of these shares to an investment
group who settled this subscription receivable for $110,000 in March 2003. This
subscription is reflected at the ultimate proceeds received of $110,000 in the
accompanying financial statements.
                                      F-13
<PAGE>
                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                                NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004

NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT) (Continued)

Other
-----

The Company is obligated to issue 300 post reverse shares to a former creditor.

NOTE 5 - OPERATING LEASE

The company is on a month-to-month lease.

NOTE 6 - INCOME TAXES

Income taxes benefit (expense) consisted of the following:

                                             2004                   2003
                                           -------               ---------
Current:
   Federal                                 $    --               $      --
   State                                        --                      --
                                           -------               ---------
Deferred:
   Federal                                      --                      --
   State                                        --                      --
                                           -------               ---------
                                                --                      --
                                           -------               ---------

Income tax benefit (expense)               $    --               $      --
                                           =======               =========

The reconciliation between expected federal income tax rates is as follows:

                                     2004                     2003
                                     ----                     ----
                             Amount      Percent      Amount        Percent
                             ------      -------      ------        -------

Expected federal tax       $(126,000)      (34)%    $ (71,500)          (34)%
State income tax, net
 of federal tax benefit      (25,500)       (7)       (14,500)           (7)
Valuation of net
 operating loss
 carryforwards               151,500        41%        86,000            41%


                                      F-14

<PAGE>


                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004


NOTE 6 - INCOME TAXES (Continued)

Differences between accounting rules and taw laws cause differences between the
bases of certain assets and liabilities for financial reporting purposes and tax
purposes. The tax effects of these differences, to the extent they are
temporary, are recorded as deferred tax assets and liabilities under SFAS 109,
and consisted of the following: 2004 2003 Deferred tax assets:

   Net operating loss carryforwards         11,536,500          11,321,000

   Gross deferred tax asset                  3,922,410           3,851,910
                                          ------------        ------------
   Valuation allowance                      (3,922,410)         (3,851,910)

   Net deferred tax asset                           --                  --
   Deferred tax liability                           --                  --
                                          ------------        ------------
   Net deferred tax asset
      (liability)                          $        --        $         --
                                          ============        ============

Utilization of these losses is limited under Section 382 of the Internal Revenue
Code due to current and historical changes in the Company's ownership. The
Company's net operating loss carry forwards are fully allowed for due to
questions regarding the Company's ability to utilize these losses before they
expire.

                                      F-15

<PAGE>

                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004

NOTE 6 - INCOME TAXES (Continued)

The Company has carry forwards available to offset future taxable income as
follows:

                                 Federal                 State
                                   NOL                    NOL
                                   ---                    ---


    2005                         2,615,000                 -
    2006                         1,729,000                 -
    2007                         3,295,000                 -
    2008                         2,939,000                 -
    2009                            14,000                 -
    2010                              -                    -
    2011                             2,000                 -
    2012                              -                    -
    2013                            25,000                 -
    2014                            50,000                 -
    2015                            90,000               28,000
    2016                           121,000              121,000
    2017                            72,000               72,000
    2018                           215,500             215,500
    2019                           370,000              370,000
                               -----------            ---------
                               $11,536,500            $ 806,500
                               ============           =========


                                      F-16

<PAGE>


                         VITAL HEALTH TECHNOLOGIES, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS
                     THE YEARS ENDED DECEMBER 31, 2003 AND 2004

NOTE 7 - SUPPLEMENTAL CASH FLOW DISCLOSURES (Continued)

Summary of non-cash activity:

     In 2000 the Company issued common stock and warrants with a fair value of
     $20,286 as partial settlement of accounts payable and other accrued
     expenses and note payable - related party.

     In 2000 the Company issued common stock and warrants for services totaling
     $1,462.

     On December 1, 2000, the Company acquired assets, including cash of
     $19,162, in exchange for 200,000 post-split shares of the Company's common
     stock.

     Value was assigned to donated officer services under SAB 5-T of $10,000 in
     2002 and $120,000 in 2001.

     In 2002 the Company issued common stock for services totaling $23,100.

NOTE 8 SUBSEQUENT EVENTS

On December 1, 2003 the Company entered an agreement with Royal Caribbean Hotels
Ltd., to purchase ocean front property for $5,000,000. The company expects the
purchase to be completed by June 30, 2005.

NOTE 9 NEW ACCOUNTING PRONOUNCEMENTS

In 2003, the FASB issued Interpretation 46, "Consolidation of Variable Interest
Entities" ("Interpretation 46"), an interpretation of ARB No. 51. Interpretation
46 addresses consolidation by business enterprises of variable interest
entities. Interpretation 46 applies immediately to variable interest entities
created after January 31, 2003, and to variable interest entities in which and
enterprise obtains an interest after that date. For interests in special-purpose
entities it applies in the first year or interim period ending after December
15, 2003, and for all other types of variable interest entities, it applies for
periods ending after March 15, 2004 to variable interest entities in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
Based upon its review of this interpretation, as amended, the Company does not
believe it has any variable interest entities to which Interpretation 46 would
apply.

In December 2004, the Financial Accounting Standards Board issued a revision of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS No. 123R). SFAS No. 123R supersedes APB Opinion No. 25,
"Accounting for Stock Issued to Employees," and its related implementation
guidance and eliminates the alternative to use Opinion 25's intrinsic value
method of accounting that was provided in Statement 123 as originally issued.
Under Opinion 25, issuing stock options to employee's equity instruments based
on the grant-date fair value of those awards (with limited exceptions). SFAS No.
123R is effective for the first interim or annual reporting period that begins
after June 15, 2005. The Company has not quantified the potential effect of
adoption of SFAS No. 123R. However, the Company believes adoption of SFAS No.
123R will not result in a decrease to report earnings.



                                      F-17

<PAGE>

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

As of March 10, 2003 the Company's board of directors added Beutel Accountancy
Corporation as accountants and auditors. There have been no 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 weaknesses in the Company's internal controls were identified therefore
no corrective actions were taken.

ITEM 8B.          OTHER INFORMATION

None.


                                       8
<PAGE>

                                    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 Since

Halton Martin         56      Chief Executive Officer          March 2003

All directors hold office until the next annual meeting of shareholders or until
their successors are duly elected and qualify. Officers serve at the discretion
of the Board of Directors.

Halton Martin has been the President, Chief Executive Officer, Chief Financial
Officer and Sole Director of the Company since March 2003. He has over 20 years
experience in the business and financial industry. From 1979 to 2000, 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 from 1978 to
1983. 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. In 1995, Mr. Martin became the Secretary of the Board of
Trustees for Quantum University, a chiropractic facility with studies in the
areas of alternative medicine. He also became Vice President of the Business
Development for Quantum University in California. Mr. Martin 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". 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.

The Board of Directors of the Company has determined that there is an audit
committee financial expert serving on the Company's board of directors. [The
Board of Directors has determined that Mr. Martin is an audit committee
financial expert, as that term is defined in the regulations promulgated under
the Securities and Exchange Act of 1934.]

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's
executive officers and directors to file initial reports of ownership and
reports of changes of the ownership with SEC. Based solely on review of the
copies of such reports, the Company believes that all such reports were filed in
a timely manner in 2004.

Code of Ethics

The Company has adopted a code of ethics that applies to the Company's principal
executive officer, principal financial officer and principal accounting officer.
The Code of Ethics is incorporated by reference as an Exhibit to this Annual
Report on Form 10-KSB.

ITEM 10.  EXECUTIVE COMPENSATION

Summary Cash and Other Compensation
The following table shows, for 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

                                       9
<PAGE>

<TABLE>
<CAPTION>

                                                                                                Long-Term
                                                             Annual Compensation               Compensation

                                                                                                  Stock                 All Other
Name and Principal Position               Year        Salary ($)          Bonus($)             Options (#)           Compensation($)
---------------------------               ----        ----------          --------             -----------           ---------------
<S>                                       <C>                 <C>               <C>                    <C>                    <C>
Halton Martin.                            2004                0                 0                      0                      0
  President and Chief Executive           2003                0                 0                      0                      0
  Officer
</TABLE>


Mr. Martin was appointed an executive officer in March 2003 and there are no
other executive officers of the Company.



<PAGE>


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

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:
<TABLE>
<CAPTION>
                                                                                      Number of securities remaining
                              Number of securities to be       Weighted-average        available for future issuance
                               issued upon exercise of         exercise price of         under equity compensation
                                 outstanding options,        outstanding options,       plans (excluding securities
Plan Category                    warrants and rights          warrants and rights        reflected in column (a))
-------------                    -------------------          -------------------        ------------------------
                                         (a)                          (b)                           (c)
<S>                                   <C>                             <C>                    <C>
Equity compensation plans
approved by security
holders                                     0                          0                             0

Equity compensation plans
not approved by security
holders                               310,000(1)                      $0                     4,690,000(1)

Total                                 310,000                         $0                     4,690,000

</TABLE>

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

(1) On March 5, 2002 the board of directors of the Company approved and adopted
the Vital Health Technologies, Inc. 2002 Employee Stock Option Plan in order to
retain the services of key management and consultants. Simultaneous with the
approval of the plan the Company filed a registration statement on Form S-8 with
the U.S. Securities and Exchange Commission to register the shares. The 5,000
shares of common stock issued to each of the two directors and 300,000 shares of
common stock issued to William Kieger for consulting services were issued as
part of the plan and Form S-8 registration.

Beneficial Ownership

The following table sets forth as of March 31, 2005, the number and percentage
of the 15,741,250 issued and outstanding shares of the Company's common stock,
par value $0.01, which according to the information supplied to the Company,
were beneficially owned by (i) each person who is currently a director of the
Company, (ii) each named 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 power with respect to all shares
beneficially owned, subject to community property laws where applicable.

Name and Address
of Beneficial Owner                        Common Shares      Percent of Class
-------------------                        -------------      ----------------

Royal Caribbean Hotels Limited              2,735,833               17%
Bridgetown, Barbados

Halton Martin                               7,000,000               44%

All Directors and Officers as a group       2,735,833               17%


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<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         NONE

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 Agreement

Exhibit  10.2       Non-Exclusive License Agreement

Exhibit  14         Code of Ethics.***

Exhibit  31.1       Certification of Principal Executive Officer and
                    Principal Financial Officer pursuant to Section 302 of
                    Sarbanes Oxley Act of 2002

Exhibit  32.1       Certification of Principal Executive Officer and
                    Principal Financial Officer pursuant to Section 906 of
                    Sarbanes Oxley Act of 2002

*    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 were 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 Beutel
Accountancy Corporation for the audit of the Company's annual financial
statements and review of financial statements included in the Company's Forms
10-QSB for fiscal years 2004 and 2003 were $13,000 and $12,500 respectively.

Audit-Related Fees
------------------
The aggregate fees billed in fiscal years 2004 and 2003 for assurance and
related services by Beutel Accountancy Corporation that were reasonably related
to the performance of the audit or review of the Company's financial statements
were $20,800 and $19,500 respectively. The nature of those services was
quarterly and annual reports, due diligence related to potential merger
acquisitions, and accounting consultations in connection with potential merger
acquisitions.


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<PAGE>

All Other Fees
--------------

No fees were billed in fiscal years 2004 and 2003 for professional services
rendered by Beutel 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 Beutel 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.

                                   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.

                                 Vital Health Technologies, Inc.

Date: April 15, 2005.             By: /s/ Halton Martin
                                 ===================
                                  Halton Martin Martin, Sole Director and
                                  President and Chief Executive Officer
                                  (principal executive officer, principal
                                  financial officer and principal
                                  accounting officer)


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