**UNITED
STATES SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
D.C. 20549**
 _______________________________
 
 **FORM
10 - QSB**
 _______________________________
 
 **QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF**
 **THE
SECURITIES EXCHANGE ACT OF 1934.**
 
 **For
the quarterly period ended March 31, 2005.**
 
 **000-26673**
 *(Commission
File Number)*
 
 **Vitasti,
Inc.**
 (Exact
name of registrant as specified in its charter)
 
 Delaware
    98-0207081(State
      or other jurisdiction of
      incorporation
      or organization)
    (IRS
      Employer
      Identification
      Number)
 
 **100-1001Churchill
Crescent**
 **North
Vancouver, B.C., Canada**
 **V7P
1T2**
 *(Address
of principal executive offices including zip code)*
 
 **(604)
980-6693**
 ( *Registrant’s
telephone number, including area code)*
 
 The
Company Corporation
 2711
Centerville Road, Suite 400 Wilmington, DE 19808
 (Name and
address of agent for service)
 
 (800)
818-0204
 (Telephone
Number, including area code, of agent for service)
 
 with a
copy to:
 Wade D.
Huettel
 The Law
Offices of Wade D. Huettel
 3580 Utah
Street
 San
Diego, CA 92104
 (619)
892-3006
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.
 Yes X No
_____
 
 Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).
 Yes ____
No X
 
 As of May
20, 2005, the Registrant had 32,428,608 shares outstanding of its $.0000029 par
value common stock.
 
 
 
 
 **Quarterly
Report on FORM 10-QSB For The Period Ended**
 
 **March
31, 2005**
 
 **Table
of Contents**
 
 **Vitasti,
Inc.**
 
 PagePart
      I.FINANCIAL
      INFORMATION:Item
      1. Financial Statements:Consolidated
      Balance Sheet (Unaudited)
    F-2Consolidated
      Statements of Stockholders’ Equity (Unaudited)Consolidated
      Statements of Operations (Unaudited)
    F-3Consolidated
      Statements of Cash Flows (Unaudited)
    F-4Notes
      to Consolidated Financial Statements
    F-5
      to F-12Item
      2. Management's Discussion and Analysis and Plan of
    Operation
    1Item
      3. Controls and Procedures
    8Part
      II.OTHER
      INFORMATION:Item
      1. Legal Proceedings
    8Item
      2. Changes in Securities
    8Item
      3. Defaults Upon Senior Securities
    8Item
      4. Submission of Matters to a Vote of Security Holders
    8Item
      5. Other Information
    9Item
      6. Exhibits and Reports on Form 8-K
    9SIGNATURES
    
    10EXHIBITS
 
 
 
 
   **ITEM
1. FINANCIAL STATEMENTS**
  **VITASTI,
INC.**
 **(formerly
Global Golf Holdings, Inc.)**
  CONSOLIDATED
BALANCE SHEET
  March 31,
2005
 (Unaudited)
 (In
Canadian Dollars)
 ASSETSCurrent
      AssetsCash
    
    $
      11,922Accounts
      receivable
    6,563Receivable
      for debt subscriptions
    18,000Assets
      of discontinued operations held for sale
    27,899Inventory
    20,454Prepaid
      expenses
    13,967Total
      current assets
    98,805Property
      and Equipment, net
    98,696Intangible
      Asset
    85,068$
      282,569LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesBank
      overdraft
    $
      14,450Accounts
      payable
    138,085Due
      to stockholders for shares cancelled
    47,485Demand
      loan payable
    8,753Loans
      from stockholders
    60,353Total
      current liabilities
    269,126Stockholders'
      EquityPreferred
      stock, $0.0001 par value (in U.S. dollars), 5 million sharesauthorized,
      no shares issued or outstanding
    -Common
      stock, $0.0000029 par value (in U.S. dollars), 100 million sharesauthorized,
      24,895,608 shares issued and outstanding
    86Additional
      paid-in capital
    6,591,059Accumulated
      deficit
    (6,577,702)Total
      stockholders' equity
    13,443$
      282,569
 
 
   See Notes
to Financial Statements
   
 **VITASTI,
INC.**
 **(formerly
Global Golf Holdings, Inc.)**
  CONSOLIDATED
STATEMENTS OF OPERATIONS
  For the
Three Months Ended March 31, 2005 and 2004
 (Unaudited)
 (In
Canadian Dollars)
 For
      the Three Months Ended March 31, 2005
    
    For
      the Three Months Ended March 31, 2004Sales
    
    
    $
      100,486
    
    $ -Cost
      of sales
    (32,454)Gross
      profit
    68,032
    
    -General
      and administrative
    334,817Interest
      expense
    52,068386,885
    
    -Loss
      from continuing operations
    (318,853)
    
    -Discontinued
      operationsLoss
      from operations of discontinued segment
    
    
    (24,826)Net
      loss
    $
      (318,853)
    
    $
      (24,826)Net
      loss per common share (basic and fully diluted)Continuing
      operations
    $
      (0.01)
    
    $
      0.00Discontinued
      operations
    0.00
    
    (0.00)Net
      loss per common share
    $
      (0.01)
    
    $
      (0.00)Weighted
      average number of common shares outstanding
    24,555,230
    
    11,611,091
 
   See Notes
to Financial Statements
   **VITASTI,
INC.**
 **(formerly
Global Golf Holdings, Inc.)**
  CONSOLIDATED
STATEMENT OF STOCKHOLDERS' EQUITY
  For the
Period from December 31, 2004 to March 31, 2005
 (Unaudited)
 (In
Canadian Dollars)
 Common
      Stock
    
    Common
      Stock Issuable
    
    Preferred
      Stock
    
    Additional
      Paid-in
      CapitalNumber
      of
      shares
    
    Amount
    
    Number
      of
      shares
    
    Amount
    
    Number
      of
      shares
    
    Amount
    
    
    Accumulated
      Deficit
    
    TotalBalance,
      December 31, 2004
    8,116,801
    
    $
      28
    
    14,743,199
    
    $
      52
    
    -
    
    $ -
    
    $6,118,848
    
    $(6,258,849)
    
    $
      (139,921)Issuance
      of common stockissuable
    14,743,199
    
    52
    
    (14,743,199)
    
    (52)Common
      stock issued forconversion
      of debt
    1,695,452
    
    5
    
    
    
    
    
    
    
    
    
    270,493
    
    
    
    270,498Common
      stock issued forsettlement
      of debt
    250,000
    
    1
    
    
    
    
    
    
    
    
    
    169,999
    
    
    
    170,000Common
      stock issued forservices
    90,000
    
    -
    
    
    
    
    
    
    
    
    
    31,719
    
    
    
    31,719Adjustment
      for fractionalshares
      resulting fromstock
      split
    156Net
      loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (318,853)
    
    (318,853)Balance,
      March 31, 2005
    24,895,608
    
    $
      86
    
    -
    
    $ -
    
    -
    
    $ -
    
    $6,591,059
    
    $(6,577,702)
    
    $
      13,443
 
 
   See Notes
to Financial Statements
   **VITASTI,
INC.**
 **(formerly
Global Golf Holdings, Inc.)**
  CONSOLIDATED
STATEMENTS OF CASH FLOWS
  For the
Three Months Ended March 31, 2005 and 2004
 (Unaudited)
 (In
Canadian Dollars)
 For
      the Three Months Ended March 31, 2005
    
    For
      the Three Months Ended March 31, 2004Cash
      Flows From Operating ActivitiesNet
      loss
    $
      (318,853)
    
    $
      (24,826)Adjustments
      to reconcile net loss to net cashused
      in operating activitiesLoss
      from discontinued operations
    
    
    24,826Interest
      expense resulting from debt discount
    52,068Loss
      settlement of debt
    146,680Issuance
      of common stock for services
    31,719Changes
      in operating assets and liabilitiesAccounts
      receivable
    (110)Assets
      of discontinued operations held for sale
    (145)Inventory
    9,208Prepaid
      expenses
    120Bank
      overdraft
    7,966Accounts
      payable
    8,148Net
      cash used in operating activities
    (63,199)
    
    -Cash
      Flows From Financing ActivitiesProceeds
      from loans from shareholders
    60,353Net
      Cash Used In Discontinued Operations
    
    
    (3,670)Net
      change in cash
    (2,846)
    
    (3,670)Cash
      at the beginning of the period
    14,768
    
    5,135Cash
      at the end of the period
    $
      11,922
    
    $
      1,465Cash
      paid for interest
    $ -
    
    $ -Cash
      paid for income taxes
    $ -
    
    $ -Supplemental
      Schedule of Non-Cash Transactions:Settlement
      of debt with issuance of common stock
    $
      23,320
    
    $ -Conversion
      of debt, net of discount, to common stock
    218,430
 
   See Notes
to Financial Statements
    **NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS** ****
  
 
 
 **Note
1. Summary of Significant Accounting Policies**
 
 **Business
Operations**
 
 Vitasti,
Inc. (formerly Global Golf Holdings, Inc.) (the "Company"), a Delaware
corporation, acquired the assets of a company on November 23, 2004 (see
Note 2) and since that date has adopted a new business plan which is to sell and
distribute low carbohydrate and sugar-free foods through retail and wholesale
outlets in Western British Columbia, Canada, and through the internet. The
Company had also been in the business of marketing, rental, and distribution of
golf merchandise until December 31, 2004, when management decided to
discontinue the golf line of business. Accordingly, for all periods presented,
the golf operations are presented as discontinued operations and the Company has
one operating business segment for financial reporting purposes.
 
 **Consolidation**
 
 The
accompanying consolidated financial statements include the accounts of Vitasti,
Inc. and its wholly-owned subsidiary, Golflogix. All intercompany accounts and
transactions have been eliminated.
 
 **Interim
Period Financial Statements**
 
 The
interim period consolidated financial statements have been prepared by the
Company pursuant to the rules and regulations of the U.S. Securities and
Exchange Commission (the "SEC"). Certain information and footnote disclosure
normally included in consolidated financial statements prepared in accordance
with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such SEC rules and regulations. The interim
period consolidated financial statements should be read together with the
audited consolidated financial statements and accompanying notes included in the
Company's audited consolidated financial statements for the period ended
December 31, 2004 and the year ended May 31, 2004. In the opinion of
the Company, the unaudited consolidated financial statements contained herein
contain all adjustments (consisting of a normal recurring nature) necessary to
present a fair statement of the results of the interim periods
presented.
 
 **Discontinued
Operations**
 
 Management
decided to discontinue the golf segment in order to devote the Company's time
and resources to the new business plan of the Company. Assets of the
discontinued segment consist of golf equipment and are classified as current
assets, held for sale, in these financial statements. An agreement was reached
for the sale of the golf segment assets subsequent to March 31, 2005, see
Note 3.
 
 During
the three-month periods ended March 31, 2005 and 2004, operations from the
golf business segment generated revenues of $0 and $2,297,
respectively.
 
 **Change
in Reporting** **This
impairment is shown with operating expenses in these financial
statements.** **Currency**
 
 Effective
January 1, 2005, the Company changed its reporting currency from the U.S.
dollar to the Canadian dollar. The reason for this change was because a majority
of the Company's assets and operations are located in Canada. The Company's
functional currency and reporting currency are now the same. Prior consolidated
financial statements that had been reported in U.S. dollars have been restated
into Canadian dollars using the guidance of Statement of Financial Accounting
Standards No. 52, " *Foreign
Currency Translation* ".
 
 By
adopting the Canadian dollar as the Company's reporting currency, the cumulative
foreign currency translation losses were eliminated from the Company's balance
sheet and the foreign currency translation losses were eliminated from the
Company's statement of comprehensive income (loss). Prior to the restatement, at
December 31, 2004, there was a cumulative foreign currency translation loss
of $208,591 (in U.S. dollars) included as part of stockholders' equity in the
balance sheet. During the seven-month period ended December 31, 2004, there
were foreign currency translation adjustments of $46,260 (in U.S. dollars),
included as part of other comprehensive income (loss). In conjunction with the
restatement, this amount was eliminated.
 
 **Revenue
Recognition**
 
 Revenue
from products sold is recognized when the sale is made, the price is fixed and
determinable, and collectibility is probable.
 
 Equipment Revenue
from discontinued
operations consisting of equipment rent al s
were are  reported as income on a the straight-line
basis over the noncancelable lease term as it became receivable according to the
provisions of the lease.
 
 **Earnings
Per Share**
 
 Basic
loss per share is computed by dividing the net loss available to common
stockholders by the weighted average number of common shares outstanding in the
period. Effective December 9, 2004, the Board of Directors approved a
1-for-34 reverse stock split. Presentation of shares issued and issuable and
outstanding, common stock amounts reported, and loss per share have been
restated to give affect to the reverse split for all periods presented. Diluted
earnings per share takes into consideration common shares outstanding (computed
under basic earnings per share) and potentially dilutive common shares. Common
stock issuable upon conversion of the Company's warrants, convertible debt, and
preferred stock were not included in the computation of diluted earnings per
share for all periods presented because they were anti-dilutive. Common stock
issuable is
considered outstanding as of the original approval date for purposes of earnings
per share computations.
 
  
  **Stock-Based
Compensation**
 
 The
Company accounts for stock-based compensation under the recognition and
measurement principles of Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. To the extent options are granted and those options have an
exercise price equal to or greater than the market value of the underlying
common stock on the date of grant, no stock-based employee compensation cost
will be recorded. Compensation cost for stock options granted to non-employees
is measured using the Black-Scholes valuation model at the date of grant
multiplied by the number of options granted. Since the Company has not issued
stock options to employees, there is no effect on net loss or loss per share had
the Company applied the fair value recognition provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation," to stock-based employee compensation.
When the Company issues shares to employees and others, the shares are valued
based on the market price at the date the shares are approved for issuance.
 
 
 
 **Note
2. Going Concern**
 
 The
Company has incurred losses from operations, has a working capital deficit, and
has an accumulated deficit at March 31, 2005. The Company's ability to
continue as a going concern is dependent upon the Company's obtaining additional
financing and/or achieving a sustainable profitable level of operations. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
 
 Management
of the Company has undertaken steps as part of a plan with the goal of
sustaining Company operations for the next twelve months and beyond. These steps
include: (a) transitioning all retail businesses to operate under a new
name while maintaining the current business model, (b) focusing on
promoting and expanding the business plan of the Company; (c) continue to expand
distribution operations overseas, specifically focusing on Southeast Asia; (d)
expand manufacturing of private label wellness products; (e) continuing efforts
to raise additional capital and/or other forms of financing; and (f) controlling
overhead and expenses. There can be no assurance that any of these efforts will
be successful.
 
 
 
 **Note
3. Acquisition of Business**
 
 On
November 23, 2004, the Company completed its acquisition of the assets of
Low Carb Centre, Inc., Low Carb Centre Bakery, Inc., and McNabb and Associates,
Inc. (collectively, "Low Carb Centre"). Resulting operations of the business
formerly operated by Low Carb Centre are included beginning as of that date. The
acquisition was made for the purpose of expanding the Company's operations. In
consideration, the Company issued 14,743,199 shares of the Company's common
stock to the stockholders of Low Carb Centre, all of which remain issuable at
March 31, 2005. In addition, the Company assumed convertible promissory
notes issued by Low Carb Centre in the amount of $263,869. The purchase price
amounted to $106,662, consisting of the fair value of the shares issued at the
effective date of the purchase.
 
  
  **Note
4. Convertible Promissory Notes**
 
 Prior to
the purchase of Low Carb Centre, Low Carb Centre issued 12% Convertible
Promissory Notes which, by agreement with the Company, became convertible into
Vitasti, Inc. shares after the closing of the purchase. The notes are
convertible at the rate of $0.125 per share. The convertible debt also included
detachable warrants to purchase additional shares at a rate of one additional
share for each four shares convertible exercisable at $0.15 per share. In
January 2005, the Company issued 1,695,452 shares of common stock on conversion
of this debt.
 
 
 
 **Note
5. Subsequent Events**
 
 Subsequent
to March 31, 2005, the Company entered into an asset sale agreement to sell
all of the assets of the golf segment for $25,000.
 
 The
Company has issued 7,533,000 shares of common stock for services since
March 31, 2005.
  
 
   **ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF
OPERATION**
 
 *This
discussion and analysis should be read in conjunction with the accompanying
Consolidated Financial Statements and related notes. Our discussion and analysis
of our financial condition and results of operations are based upon our
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of financial statements in conformity with accounting principles generally
accepted in the United States of America requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of any contingent liabilities at the financial statement date and
reported amounts of revenue and expenses during the reporting period. On an
on-going basis we review our estimates and assumptions. Our estimates were based
on our historical experience and other assumptions that we believe to be
reasonable under the circumstances. Actual results are likely to differ from
those estimates under different assumptions or conditions, but we do not believe
such differences will materially affect our financial position or results of
operations. Our critical accounting policies, the policies we believe are most
important to the presentation of our financial statements and require the most
difficult, subjective and complex judgments, are outlined below in‘‘—Critical
Accounting Policies,’’ and have not changed significantly.*
 
 *In
addition, certain statements made in this report may constitute “forward-looking
statements”. These forward-looking statements involve known or unknown risks,
uncertainties and other factors that may cause the actual results, performance,
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Specifically, 1) our ability to obtain necessary regulatory
approvals for our products; and 2) our ability to increase revenues and
operating income, is dependent upon our ability to develop and sell our
products, general economic conditions, and other factors. You can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "intends," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continues" or the negative of these terms or other
comparable terminology. Although we believe that the expectations reflected-in
the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance or achievements.*
 
 **Overview** **.**
 
 The
Company was incorporated on December 18, 1997, pursuant to the laws of the State
of Delaware under the name of Autoeye Inc. On February 25, 2000, as part of an
acquisition of The Forest Industry Online Inc., we changed our name to
forestindustry.com, Inc. Prior to this acquisition, our Company was inactive. On
October 25, 2002, we entered into a share exchange agreement with GolfLogix,
Inc., a British Columbia, Canada corporation (“GolfLogix Canada”) that was
incorporated in February 2000, as West Coast Electric Vehicle Distributors, Inc.
Under the terms of the Share Exchange Agreement, we acquired all of the
outstanding shares of GolfLogix Canada in exchange for 2,500,000 shares of our
common stock. As a result, GolfLogix Canada was a wholly owned subsidiary of our
Company.
 
 Prior to
the acquisition of Golflogix Canada, our business activities included designing
web sites and operating and maintaining a computer internet web site for
companies associated with the forest and wood product industries. However,
subsequent to the acquisition of this business we failed to generate
profitability and incurred negative cash flows from operations. GolfLogix
Canada, a distributor of golfing merchandise and has entered into an agreement
to purchase a licensing right to market and distribute the GolfLogix System in
Canada.
 
 After our
acquisition of GolfLogix Canada, on November 30, 2002, we entered into a stock
purchase agreement with Cherry Point Consulting, resulting in a divestiture of
the assets of Forest Industry Online. Under the agreement, Cherry Point
Consulting purchased shares of Forest Industry Online and assumed all of the
related assets and liabilities of the same. On January 7, 2003, we changed our
name to Global Golf Holdings, Inc.
 
 On April
15, 2004, the Company filed a Form 8-K announcing that due to lack of success in
executing the Company’s business plan and considerable underfunding of the same,
that the Board of Directors had determined that it was no longer viable to
continue operations under the current business plan.
 
 On
November 23, 2004 the Registrant closed on the Agreement with Low Carb Centre
and affiliates (hereinafter “LCC”). LCC is a privately held company organized
under the laws of British Columbia, Canada with its primary business being the
retail sales and distribution of gourmet low carbohydrate food products through
its traditional brick-and-mortar retail stores and the world wide web at
www.lowcarbcentre.com. The Low Carb Bakery (“LCB”) is a privately held company
organized under the laws of British Columbia, Canada with its primary business
being the manufacturing of food products for the LCC retail market. McNabb &
Associates (“MNA”) is a privately held company organized under the laws of
British Columbia, Canada with its primary business being the management and
supervision of the business operations of both LCC and LCB.
 
 Under the
terms of the LCC Transaction, the Registrant acquired substantially all of the
assets of LCC, including, but not limited to, LCC’s suppliers, customer and
vendor lists and records pertaining thereto, the trade names “Low Carb Centre,”
“Low Carb Bakery” and “McNabb and Associates,” all registered and unregistered
trademarks, service marks, sales marks, colors, names and slogans relating to
the business, and all applications for any of the foregoing, together with all
of the Sellers’ rights to use all of the foregoing forever, and all goodwill
associated with the foregoing, the existing phone number(s) and websites of the
business, all assets referred to or referenced within any audited financial
statements of the business in preparation or consideration of the closing of the
LCC Transaction and any and all recipes, trade secrets, trade practices, décor,
goodwill, clients, equipment, furniture, assets, machinery, trade fixtures,
miscellaneous supplies, inventory, existing contracts and tangible personal
property.
 
 GGLF did
not assume any liabilities of LCC, with the exception of the convertible notes
(the “Notes”). The Notes shall be converted (the “Conversion”) into common
shares of the Registrant at $0.125 per share by the holders of said Notes the
“Note Holders”). The Conversion shall include the principal amount of the
respective Note along with any unpaid interest. Each Noteholder has an
additional 25% warrant exercisable at $0.15 per share. The issuance of the Notes
provided necessary capital in order to allow LCC to remain operational during
the pendency of the LCC Transaction. On November 30, 2004, the Registrant
assumed 16 Notes in the total aggregate amount of USD$221,962.
 
 Consideration
for the LCC Transaction was 14,743,199 newly issued shares of the Registrant
post-reverse split. The terms and conditions of the Agreement were determined in
arm’s length negotiations between the Registrant and LCC.
 
 The terms
and conditions of the Asset Purchase Agreement were determined in arm’s length
negotiations between the Company and LCC.
 
 **Change
in Reporting Currency**
 
 Effective
January 1, 2005, the Company changed its reporting currency from the U.S.
dollar to the Canadian dollar. The reason for this change was because a majority
of the Company’s assets and operations are located in Canada. All amounts set
forth in this filing are in Canadian Dollars, unless otherwise
indicated.
 
 **Liquidity
and Capital Resources** .
 
 At March
31, 2005, we had $11,922 in cash and total current assets of $98,805 and our
current liabilities are $269,126. As of the date of this report, we may require
additional capital investments or borrowed funds to meet cash flow projections
and carry forward our business objectives with respect to current operations. If
we require additional capital investments or borrowed funds to meet cash flow
projections and carry forward our future business objectives, there can be no
assurance that we will be able to raise capital from outside sources in
sufficient amounts to fund our business.
 
 At March
31, 2005, the Company had a net cash operating deficit of $63,199. However, the
Company was able to fund operations by taking loans from its shareholders
totaling $60,353.
 
 **Result
of Operations.**
 
 ***Three-Month
Period Ended March 31, 2005***
 
 Since
management has decided to discontinue the golf segment in order to devote the
Company’s time and resources to the new business plan of the Company, and due to
the $24,826 loss incurred by the Company with respect to said discontinued
operations during the quarter ended March 31, 2004, results of operations for
the quarter ended March 31, 2005 will not be discussed in comparison with
2004.
 
 As
reported herein, revenue consists of net revenue from the sale of product
through out traditional brick and mortar retail outlets and through our web
based sales on the company’s website. During the period covered by this report
the Company generated revenue in the amount of $100,486.
 
 During
the quarter ended March 31, 2005, the Note Holders converted their Notes from
debt into equity. Since the Notes were converted before the due date, each of
the Notes was converted at a discount, thus resulting in an interest expense to
the Registrant of $52,068.
 
 **Plan
of Operation for The Next Twelve Months** .
 
 To date
in 2005, we successfully completed several important milestones that we believe
were fundamental to our being able to achieve growth from our low carb
operations. These milestones include:
 
 ·
    Development
      of several private label products currently being sold under the brand
      name “Carb Craver Alternatives”
 ·
    First
      to market in North America as an all inclusive Wellness Centre leading to
      significant media attention
 ·
    Development
      of a franchise model for planned future growth of Vitasti Lifestyle
      Markets
 ·
    Completed
      significant research and development paving the way for future leading
      edge products
 ·
    Acquired
      the assets of an operating company in the low carb
  business
 
 As a
result of the achievement of these milestones, and our marketing and business
development efforts, which commenced prior to achieving these milestones, can be
implemented with much greater effort and results. Our efforts are still aimed
toward promoting our products and services that we offer presently, and those
that we may offer in the future. A significant portion of the capital currently
available to us will be used to provide the marketing and business development
resources needed to achieve wider distribution and recognition of our services
and products in the global market. We are presently shipping our products
(packaged and in bulk) to Asian countries such as Korea that are currently
realizing the low carb boom.
 
 Our cash
requirements depend on numerous factors, including product development
activities, penetration of the direct sales market, market acceptance of new
products, and effective management of inventory levels in response to sales
forecasts. We expect to devote capital resources to continue our product
development, expand manufacturing capacity and continue research and development
activities. We will examine other growth opportunities, including strategic
alliances, and we expect any such activities will be funded from existing cash,
as well as issuance of additional equity or additional borrowings, subject to
market and other conditions.
 
 We
believe that our existing cash balances will be sufficient to fund current
operations, but any additional growth of the company will require additional
cash infusions. We may face expenses or other circumstances such that we will
have additional financing requirements. In such event, the amount of additional
capital we may need to raise will depend on a number of factors. These factors
primarily include the extent to which we can achieve revenue growth, the
profitability of such revenues, operating expenses, research and development
expenses, and capital expenditures. Given the number of product development
programs that we have ongoing and not complete, it is not possible to predict
the extent or cost of these additional financing requirements.
 
 Notwithstanding
the numerous factors that our cash requirements depend on, and the uncertainties
associated with each of the major revenue opportunities that we have, we believe
that our plan of operation can build long-term value if we are able to
demonstrate clear progress toward our objectives. We expect to launch a series
of new product lines within the next 6 months in the Canadian, United States,
Korean and Japanese markets.
 
 For
example, the Registrant is expected to sign a memorandum of understanding with
Someo International during the second quarter of 2005. Someo International
specializes in developing trade relations between Canadian manufacturing
companies and South East Asian buyers.  Someo and Vitasti have agreed in
principal to have Someo represent Vitasti’s product lines, and those that it
represents, in the Asian marketplace.  By and through its relationship with
Someo, the Registrant should see an immediate growth in the Asian markets that
should represent significant value. We believe that our international sales
efforts will succeed based upon the market need, the performance of our
products, our competitive pricing, the distribution and marketing channels we
are pursuing, and the quality of our professional staff.
 
 Progress
in our contract development and manufacturing initiatives and new research and
development will also likely lend credibility to our plan to become profitable.
We anticipate that we will hire several new members to our sales, marketing,
research and development, regulatory and administrative staff during the course
of 2005 in order to fully implement our plans for growth.
 
 This
Company does not anticipate any contingency upon which it would voluntarily
cease filing reports with the SEC. It is in the compelling interest of this
Registrant to report its affairs quarterly, annually and currently, as the case
may be, generally to provide accessible public information to interested
parties, and also specifically to maintain its qualification for the
OTCBB.
 
 **Going
Concern**
 
 The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. Our limited operating history and our recent
concerns pertaining to profitability has raised substantial doubt about our
ability to continue as a going concern.
 
 Given the
Company’s current financial condition, the Company has limited, if any,
financial resources to expand operations.
 
 If
necessary and plausible, we intend to fund the Company and attempt to meet
corporate obligations by selling common stock.
 
 We face
exposure to fluctuations in the price of our common stock due to the limited
cash resources we have. For example, the Company has very limited resources to
pay legal and accounting professionals on a going forward basis and upon the
expiration of any present agreements, if any, with any such professionals under
which payment has already been tendered. If we are unable to pay a legal or
accounting professional in order to perform various professional services for
the company, it may be difficult, if not impossible, for the Company to maintain
its reporting status under the Securities Exchange Act of 1934. If the Company
felt that it was likely that it would not be able to maintain its reporting
status, it would make a disclosure by filing a Form 8-K with the SEC. In any
case, if the Company was not able to maintain its reporting status, it would
become "delisted" and this would potentially cause an investor or an existing
shareholder to lose all or part of his investment.
 
 **ITEM
3. CONTROLS AND PROCEDURES**
 
 *Evaluation
of Disclosure Controls and Procedures*
 
 As of the
end of the periods covered by this report, we have evaluated, under the
supervision and with the participation of management, including our chief
executive officer and the chief financial officer, the effectiveness of the
design and operation of our “disclosure controls and procedures” (as defined in
Security Exchange Act of 1934, Rules 13a - 15(e) and 15d - 15(e)). Based on this
evaluation, our management, including our chief executive officer and chief
financial officer, have concluded that as of the date of the evaluation our
disclosure controls and procedures were effective to ensure that all material
information required to be filed in this report has been made known to
them.
 
 However,
by way of letter dated April 11, 2005, Peterson Sullivan, PLLC (“PS”), the
Registrant’s independent auditors, had certain concerns related to the (1) lack
of segregation of incompatible duties/inadequate accounting, and (2)
insufficient board of director representation. First, PS expressed concern over
accounting methods and records, as well as with respect to inadequate
segregation of accounting responsibilities. Second, PS expressed concern over
management oversight and the lack of Board of Director Committees.
 
 In
response to said letter, the Registrant has undertaken numerous efforts to
delegate internal accounting responsibilities to qualified individuals, is in
the process of electing additional Board members, and is considering the
creation of Board of Director Committees.
 
 *Changes
In Internal Controls Over Financial Reporting*
 
 There
have been no changes in internal controls over financial reporting that occurred
during the most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
 
 
 **PART
II.**
 
 **ITEM
1. LEGAL PROCEEDINGS**
 
 None.
 
 **ITEM
2. CHANGES IN SECURITIES**
 
 During
the quarter, the Company issued additional common shares as
follows:
 
 (1)
    156
      free trading shares were issued to certain shareholders to account for the
      split that occurred on December 9, 2004;
 (2)
    1,695,452
      restricted shares were issued to convertible note
  holders;
 (3)
    250,000
      restricted shares were issued to an individual in satisfaction of a debt;
      and
 (4)
    90,000
      free trading shares were issued to an individual for consulting
      services.
 
 **ITEM
3. DEFAULTS UPON SENIOR SECURITIES**
 
 None.
 
 **ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 None.
 
 **ITEM
5. OTHER INFORMATION**
 
 Following
the end of the quarter on March 31, 2005, the Registrant entered into an
agreement to sell its remaining golf assets from its discontinued golf segment.
 
 **ITEM
6. EXHIBITS AND REPORTS ON FORM 8-K**
 
 (a)
Exhibits.
 
 EXHIBIT
      NUMBER
    DESCRIPTION
    LOCATION3.1
      - 3.2
    Articles
      of Incorporation and Bylaws
    Incorporated
      by reference as Exhibits to the Form 8-K filed on December 2,
      2004.31.1
    Rule
      13a-14(a)/15d-14(a) Certification (CEO)
    Filed
      herewith31.2
    Rule
      13a-14(a)/15d-14(a) Certification (CFO)
    Filed
      herewith32.1
    Section
      1350 Certification (CEO)
    Filed
      herewith32.2
    Section
      1350 Certification (CFO)
    Filed
      herewith
 
 (b)  Reports
on Form 8-K .
 
 The
following reports on Form 8-K are incorporated by reference herein:
 
 (a)
    Form
      8-K filed on December 2, 2004;
 (b)
    Form
      8-K/A filed on February 2, 2005;
 (c)
    Form
      8-K/A filed on February 28, 2005; and
 (d)
    Form
      8-K filed on March 18, 2005.
   
   **Vitasti,
Inc.**
 
 **SIGNATURES** ****
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 
 /s/Tammy-Lynn
McNabb
 Date: May
23, 2005       By:
Tammy-Lynn McNabb
 Its: *CEO*