UNITED  STATES
                      SECURITIES  AND  EXCHANGE  COMMISSION
                            WASHINGTON,  D.C.  20549


                                  FORM 10-QSB/A


(Mark  One)

[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934
     For  the  quarterly  period  ended November 30,  2001
                                        ------------------

[ ]  TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  EXCHANGE  ACT
     For  the  transition  period  from          to


Commission  file  number   000-31567



                                VITATONICS CORP.
                             ----------------------
        (Exact name of small business issuer as specified in its charter)

     NEVADA                                                        35-0511303
     ------                                                        ----------
State or other jurisdiction                                    (I.R.S. Employer
of incorporation  or organization)                           Identification No.)

                   38 THORN OAK, DOVE CANYON, CALIFORNIA 92679
               --------------------------------------------------
                    (Address of principal executive offices)

                                  949.589.8912
                                 --------------
                           (Issuer's telephone number)


     Check  whether  the issuer:  (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [ ]     No [X]



                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable  date:  9,896,972 common shares issued and
                                            ------------------------------------
outstanding, as of November 30, 2001
------------------------------------

Transitional  Small  Business  Disclosure  Format  (Check one):
     Yes [ ]  No [X]







<PAGE>




                          PART I- FINANCIAL INFORMATION


ITEM 1.      FINANCIAL STATEMENTS.

















                                VITATONICS CORP.

                              FINANCIAL STATEMENTS

                     November 30, 2001 and February 28, 2001
























                                       F-1


<PAGE>



<TABLE>
<CAPTION>
                                VITATONICS CORP.
                                 Balance Sheets



                                     ASSETS
                                     ------

                                                    November 30,         February 28,
                                                       2001                  2001
                                                  ------------------  ------------------
                                                     (Unaudited)

<S>                                               <C>                 <C>
CURRENT ASSETS

   Cash                                           $                -  $                -
                                                  ------------------  ------------------

     Total Current Assets                                          -                   -
                                                  ------------------  ------------------

     TOTAL ASSETS                                 $                -  $                -
                                                  ==================  ==================


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

CURRENT LIABILITIES

   Accounts payable                               $           42,019  $           90,285
   Accrued expenses                                           16,000                   -
   Accrued interest                                           72,986              64,889
   Notes payable - related parties (Note 2)                  269,873             269,873
                                                  ------------------  ------------------

     Total Current Liabilities                               400,878             425,047
                                                  ------------------  ------------------

     Total Liabilities                                       400,878             425,047
                                                  ------------------  ------------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, par value $0.001; authorized
    50,000,000 shares; 9,896,972 shares issued
    and outstanding                                            9,897               9,897
   Additional paid-in capital                                554,113             554,113
   Accumulated deficit                                      (964,888)           (989,057)
                                                  ------------------  ------------------

     Total Stockholders' Equity (Deficit)                   (400,878)           (425,047)
                                                  ------------------  ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                            $                -  $                -
                                                  ==================  ==================
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       F-2


<PAGE>



<TABLE>
<CAPTION>
                                VITATONICS CORP.
                            Statements of Operations
                                   (Unaudited)

                                           For the Three Months Ended         For the Nine Months Ended
                                                  November 30,                       November 30,
                                       ---------------------------------------------------------------------
                                             2001              2000              2001             2000
                                       ----------------  ---------------   ---------------  ----------------

<S>                                    <C>               <C>               <C>              <C>
REVENUES                               $              -  $             -   $             -  $              -

COST OF SALES                                         -                -                 -                 -
                                       ----------------  ---------------   ---------------  ----------------

GROSS MARGIN                                          -                -                 -                 -
                                       ----------------  ---------------   ---------------  ----------------

EXPENSES

   General and administrative                    18,675              465            25,638             2,772
                                       ----------------  ---------------   ---------------  ----------------

     Total Expenses                              18,675              465            25,638             2,772
                                       ----------------  ---------------   ---------------  ----------------

LOSS FROM OPERATIONS                            (18,675)            (465)          (25,638)           (2,772)
                                       ----------------  ---------------   ---------------  ----------------

OTHER INCOME (EXPENSE)

   Gain on extinguishment for debt               57,903                -            57,903                 -
   Interest expense                              (2,698)          (2,699)           (8,096)           (8,096)
                                       ----------------  ---------------   ---------------  ----------------

     Total Other Income (Expense)                55,205           (2,699)           49,807            (8,096)
                                       ----------------  ---------------   ---------------  ----------------

NET INCOME (LOSS)                      $         36,530  $        (3,164)  $        24,169  $        (10,868)
                                       ================  ===============   ===============  ================

BASIC INCOME (LOSS) PER
 SHARE $                               $          (0.00) $          0.00   $         (0.00) $           0.00
                                       ================  ===============   ===============  ================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                           9,896,972        9,896,972         9,896,972         9,896,972
                                       ================  ===============   ===============  ================
</TABLE>











   The accompanying notes are an integral part of these financial statements.


                                       F-3


<PAGE>



<TABLE>
<CAPTION>
                                VITATONICS CORP.
                  Statements of Stockholders' Equity (Deficit)


                                                           Common                   Additional
                                             ---------------------------------        Paid-in         Accumulated
                                                  Shares            Amount            Capital           Deficit
                                             ----------------  ---------------   ----------------  ----------------

<S>                                                <C>         <C>               <C>               <C>
Balance, February 28, 1997                         10,210,600  $        10,210   $         84,241  $       (749,292)

Common stock issued in lieu of debt
 at prices ranging from $0.20 to
 $0.82 per share                                      651,872              652            440,268                 -

Common stock issued for services
 at $0.02 per share                                   200,000              200              3,800                 -

Net loss for the year ended
 February 28, 1998                                          -                -                  -          (482,373)
                                             ----------------  ---------------   ----------------  ----------------

Balance, February 28, 1998                         11,062,472           11,062            528,309        (1,231,665)

Common stock issued in lieu of debt
 at $.01 per share                                    350,000              350              3,150                 -

Common stock issued for services
 at $.01 per share                                  1,784,500            1,785             16,060                 -

Common stock cancelled                             (3,300,000)          (3,300)             3,300                 -

Net income for the year ended
 February 28, 1999                                          -                -                  -           279,146
                                             ----------------  ---------------   ----------------  ----------------

Balance, February 28, 1999                          9,896,972            9,897            550,819          (952,519)

Net loss for the year ended
 February 29, 2000                                          -                -                  -           (22,079)
                                             ----------------  ---------------   ----------------  ----------------

Balance, February 29, 2000                          9,896,972            9,897            550,819          (974,598)

Capital contributed for expenses                            -                -              3,294                 -

Net loss for the year ended
 February 28, 2001                                          -                -                  -           (14,459)
                                             ----------------  ---------------   ----------------  ----------------

Balance, February 28, 2001                          9,896,972            9,897            554,113          (989,057)

Net income for the nine months ended
 November 30, 2001 (unaudited)                              -                -                  -            24,169
                                             ----------------  ---------------   ----------------  ----------------

Balance, November 30, 2001
 (unaudited)                                        9,896,972  $         9,897   $        554,113  $       (964,888)
                                             ================  ===============   ================  ================
</TABLE>

   The accompanying notes are an integral part of these financial statements.


                                       F-4


<PAGE>



<TABLE>
<CAPTION>
                                VITATONICS CORP.
                            Statements of Cash Flows
                                   (Unaudited)


                                                           For the Nine Months Ended
                                                                    November 30,
                                                    --------------------------------------
                                                           2001                2000
                                                    ------------------  ------------------


<S>                                                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net (loss) income                                $           24,169  $          (10,868)

   Adjustments to reconcile loss from operations
   to net cash used by operating activities:
     Extraordinary gain                                        (57,903)                  -
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivable                      -                   -
     Increase (decrease) in accrued interest                     8,097               8,096
     Increase (decrease) in accrued expenses                    16,000                   -
     Increase (decreased) in accounts payable                    9,637                   -
                                                    ------------------  ------------------
       Net Cash (Used by) Operating Activities                       -              (2,772)
                                                    ------------------  ------------------
CASH FLOWS FROM INVESTING ACTIVITIES                                 -                   -
                                                    ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Contributed capital for expenses                                  -               2,772
   Payments on notes payable - related parties                       -                   -
                                                    ------------------  ------------------

     Net Cash Provided by Financing Activities                       -               2,772
                                                    ------------------  ------------------
NET INCREASE (DECREASE)  IN CASH
 AND CASH EQUIVALENTS                                                -                   -
CASH AT BEGINNING OF PERIOD                                          -                   -
                                                    ------------------  ------------------
CASH AT END OF PERIOD                               $                -  $                -
                                                    ==================  ==================
SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for:

     Interest                                       $                -  $                -
     Income taxes                                   $                -  $                -
</TABLE>







   The accompanying notes are an integral part of these financial statements.


                                       F-5


<PAGE>



                                VITATONICS CORP.
                        Notes to the Financial Statements
                     November 30, 2001 and February 28, 2001


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          a. Organization

          Vitatonics Corp. (the Company) was originally  incorporated  under the
          laws of the State of Texas on June 18, 1990 as Aster Buzbuilders, Inc.
          In May 1996, pursuant to a Plan of Reorganization, the Company changed
          its name to Vitatonics Corp.

          On May 14,  1996,  the  Company  completed  an  Agreement  and Plan of
          Reorganization  whereby the  Company  issued  6,000,000  shares of its
          common  stock in exchange for all of the  outstanding  common stock of
          Vitatonics   Corp.,   a  Nevada   company   (VC).   Pursuant   to  the
          reorganization, the name of the surviving company was Vitatonics Corp.
          and VC was subsequently dissolved.

          The  reorganization  was  accounted  for as a  recapitalization  of VC
          because  the   shareholders  of  VC  control  the  Company  after  the
          acquisition.  Therefore,  VC  is  treated  as  the  acquiring  entity.
          Accordingly,  there was no  adjustment  to the  carrying  value of the
          assets or  liabilities  of Vitatonics  Corp.  Vitatonics  Corp. is the
          acquiring  and  surviving  entity  for  legal  purposes  and VC is the
          acquiring entity for accounting purposes.

          The Company was in the business of  formulating  high quality  vitamin
          products  which  it sold  using a  multi-level  marketing  system.  At
          February 28, 1998, however, the Company was essentially inactive.  The
          Company is classified as a "dormant  enterprise"  due to the fact that
          the  Company is inactive  and not  currently  undertaking  development
          stage activities.

          b. Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has elected a February year end.

          c. Cash and Cash Equivalents

          The Company considers all highly liquid investments with a maturity of
          three months or less when purchased to be cash equivalents.

          d. Estimates

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



                                       F-6

<PAGE>



                                VITATONICS CORP.
                        Notes to the Financial Statements
                     November 30, 2001 and February 28, 2001


NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          e. Basic Loss Per Share

          The  computations of basic loss per share of common stock are based on
          the weighted  average number of common shares  outstanding  during the
          period of the financial statements.

          f. Accounts Payable

          The Company had a total of $57,903 of accounts  payable that have been
          outstanding  longer than four years.  The Company's  legal council has
          stated that per California Code of Civil Procedures  Section 337, that
          an action upon any contract  obligation  or liability  founded upon an
          instrument  in  writing  must be brought  within  four years of such a
          written  agreement.  Per opinion stated accounts payables were written
          off and a gain  on the  write  down  of  accounts  payables  has  been
          recorded.


NOTE 2 -  NOTES PAYABLE - RELATED PARTIES

          Notes payable - related  parties at November 30, 2001 and February 28,
          2001 consisted of the following:

<TABLE>
<CAPTION>
                                                                          November 30,     February 28,
                                                                             2001              2001
                                                                        ---------------   --------------
                                                                         (Unaudited)

<S>                                                                 <C>                   <C>
          Note payable to a shareholder, unsecured, interest
           at 4%, principal and accrued interest is due on
           demand.                                                  $        45,000       $       45,000

          Note payable to a shareholder, unsecured, interest
           at 4%, principal and accrued interest is due on
           demand.                                                           75,000               75,000

          Note payable to a shareholder, unsecured, interest
           at 4%, principal and accrued interest is due on
           demand.                                                           99,993               99,993

          Note payable to a shareholder, unsecured, interest
           at 4%, principal and accrued interest is due on
           demand.                                                           49,880               49,880
                                                                    ---------------       --------------

             Total notes payable - related parties                          269,873              269,873

             Less: current portion                                         (269,873)            (269,873)
                                                                    ---------------       --------------

             Long-term notes payable - related parties              $             -       $            -
                                                                    ===============       ==============
</TABLE>


                                       F-7


<PAGE>



                                VITATONICS CORP.
                        Notes to the Financial Statements
                     November 30, 2001 and February 28, 2001


NOTE 3 -  GOING CONCERN

          The  Company's  financial  statements  are  prepared  using  generally
          accepted  accounting  principles  applicable  to a going concern which
          contemplates  the realization of assets and liquidation of liabilities
          in the normal  course of business.  The Company  currently has minimal
          operations and has incurred  significant losses which have resulted in
          an  accumulated  deficit of $989,057 at February 28, 2001 which raises
          substantial  doubt about the Company's  ability to continue as a going
          concern.  The  accompanying  financial  statements  do not include any
          adjustments relating to the recoverability and classification of asset
          carrying amounts or the amount and  classification of liabilities that
          might result from the outcome of this uncertainty. It is the intent of
          management to seek a merger with an existing operating company.

























                                       F-8


<PAGE>


ITEM 2.      PLAN OF OPERATION.

Our sales and  executive  offices  are  located  at 38 Thorn Oak,  Dove  Canyon,
California  92679  in  our  president's  residence.   Our  telephone  number  is
(949)589.8912.   Our  financial   administrative   offices  were  originally  in
Vancouver,  Canada  because our  co-founder,  Sam  Kalenuik,  lived there.  This
administrative  office  was moved to 23456  South  Pointe  Drive,  Lake  Forest,
California,  our chief financial officer's residence, in July, 1997, then to our
president's residence in December, 1997 and continuing to the present.

We were in the  vitamin  business  but we  currently  have  minimal  operations.
Beginning in March, 1995 and continuing through approximately  December, 1997 we
were  engaged  in the  manufacturing,  packaging  and sale and  distribution  of
vitamins,  minerals  and  nutritional  supplements.  We had  developed  our  own
products  and,  during that period,  we also  distributed  vitamin,  mineral and
nutritional  supplement  brands  of  other  producers.  Daniel  McCormick  was a
co-founder,  with Sam  Kalenuik,  of our vitamin  business.  Mr.  McCormick  had
extensive  experience  distributing  vitamin and health  products with Herbalife
from 1981 through 1992 and with BodyWise from 1990 through 1995.  Mr.  McCormick
remains as an officer and director of the company,  but Mr. Kalenuik  decided to
pursue other business  ventures in the web-page  building business in 1997. When
Mr.  Kalenuik  decided to resign from his positions with the company in 1997, he
agreed that we could cancel the restricted  stock that he owned.  That stock was
not canceled until 1999.

In December,  1997, we ceased our production and packaging of vitamin  products.
From December, 1997 through November,  1998, we generated some revenues from the
sale of our existing inventory.  Other than selling our inventory,  we have been
essentially inactive since December,  1997. When the existing inventory was sold
we discontinued any sales operations.

Our  corporate  history  contains  several  mergers  and  reincorporations.  Our
subsequent activity has been the continued development,  by Mr. McCormick at his
own expense,  of potential  new products  while we have sought a merger or joint
venture  partner or other source of  financing,  such as the sale of our private
equity or a loan from a private  party.  Our  Chief  Financial  Officer,  George
Farquhar,  is a business consultant to public and private companies and has been
actively  searching  for a merger or joint  venture  partner  by  informing  his
business contacts, including Vitatonics' attorneys and public accountants,  that
Vitatonics  is open to a merger  or joint  venture  with an  operating  company,
subject to required Board of Directors and shareholder approval.

For the nine months ended  November 30, 2001, we had net income of $24,169,  due
to gain on extinguishment of debt in the amount of $57,903. Our interest expense
during that period was $2,698. We incurred general and  administrative  expenses
of $18,675  during that same  period.  At November  30,  2001,  we had  accounts
payable totaling $42,019;  accrued expenses of $16,000;  accrued interest due of
$72,986;  and outstanding  notes payable of $269,873,  for total  liabilities at
November 30, 2001 of $400,878.

We had an accumulated deficit of $1,001,428 at August 31, 2001, and that deficit
has  been  steadily  increasing  as  we  incur  legal  and  accounting  expenses
incidental to our reporting  obligations as a public  company.  Our  accountants



                                       -2-


<PAGE>


have  expressed  concern that we will not be able to continue as a going concern
because our continuing losses. While we have net operating loss carryforwards of
approximately  $1,000,000  that may be  offset  against  future  taxable  income
through  2021,  these loss  carryforwards  will not do us any good unless we can
generate  income.  We are  currently  classified as a "dormant  enterprise"  for
accounting  purposes because we are inactive and are not carrying on development
stage activities.

If we are  able to  attract  a  merger  or  joint  venture  partner,  or  obtain
sufficient  financing,  our present plan of operation for the next twelve months
is to develop,  and possibly  reintroduce updated versions of, our own brands of
vitamins  and  nutritional  supplements.  However,  because  we  have  no  funds
available,  we are not currently  spending any funds on research and development
of these new products,  nor have we spent any funds on research and  development
during the last two years.  However,  Mr.  McCormick has continued to revise and
develop a  proposed  product  line  based on the sales  trends in the  industry.
Because of Mr. McCormick's  significant  experience,  we believe that, if we can
obtain sufficient  working capital and research and development  funds, we could
design, produce and distribute a successful product line.

Should we raise  sufficient  funds to re-introduce  our vitamin product line and
develop new product lines, we plan to market our vitamin products to health food
stores and other wholesale and resale sources. We also hope to acquire the right
to  sell  or  distribute  other  parties'  vitamin  products.  We  also  plan to
re-establish  our  past  marketing  network  and  add  additional   products  as
opportunity  allows,  either through licensing the products of others or through
corporate  acquisitions.

Results of  Operations:  Our  operations  from the end of our last fiscal  year,
February 29, 2001, through the end of this quarter, November 30, 2001, have been
minimal, and consisted of the preparation of financial statements, amendments to
a registration statement on Form 10-SB, quarterly reports and our annual report.
Our officers have  continued to monitor the vitamin  industry and analyze trends
and new products, while designing potential new vitamin products and supplements
which our management believes could be commercially successful. We have not paid
our officers any compensation for these  activities.  We have no funds presently
available for research and  development  activities and have not spent any funds
on research and development activities in the last year.

We continue to incur costs for professional  services and interest  continues to
accrue on our outstanding  promissory notes.  Because of these ongoing expenses,
which are approximately $25,000 annually, we will not become profitable until we
reach an  annual  sales  volume  of at least  $250,000.  We  typically  sell our
products at six times cost,  incurring  sales  commissions of one half the sales
price. To achieve sales of $250,000 annually,  we anticipate operating expenses,
overhead and employee costs of approximately $5,000 per month.


Liquidity and Capital  Resources.  We currently  have no cash available and will
need to raise additional funds to continue satisfying our reporting  obligations
and to re-introduce  our vitamin product line and develop new product lines. For
the nine months ended  November 30,  2001,  we had no revenues.  Our general and
administrative  expenses  for the three  months  ended  November  30,  2001 were
$18,675,  and for the nine  months  ended  November  30,  2001 were  $25,638,  a
significant  increase from the three month period ended November 30, 2000 (which
were $465) and the nine month period ended November 30, 2000, which were $2,772.
The increase in these  expenses was the result of our efforts to become  current
in our reporting obligations.




                                       -3-


<PAGE>


We continue to incur income  expense on  outstanding  promissory  notes.  We are
currently inactive and are classified as a "dormant  enterprise"  because we are
not  currently  undertaking  development  stage  activities.  Because we are not
generating  any revenues  from the sale or licensing of our  products,  our only
external source of liquidity is the sale of our capital stock.


We Do Not Have Any Employees.  We do not currently have any employees because we
are using  consultants  and  subcontractors  to  promote  our  business  and for
accounting  and  legal  services  on an  as-needed  basis.  Until  we can  raise
sufficient  funds  to  develop  our own  product  lines,  we  plan to  negotiate
licensing  agreements for products developed by other companies.  If we are able
to enter  into any  licensing  agreements,  we will  distribute  those  licensed
products  and  receive  income  similar to a sales  commission  on all  products
distributed by us. At such time as we have  developed our own product lines,  we
anticipate   negotiating   and  entering  into   manufacturing   and  production
subcontracts   with  existing   manufacturing   and  production   facilities  to
manufacture  our products so that we will require  very few  employees,  if any,
during the next 12 months.



                           PART II - OTHER INFORMATION

ITEM 1.      LEGAL PROCEEDINGS.

We know of no material,  active or pending legal proceedings against us, nor are
we involved as a plaintiff in any material  proceedings  or pending  litigation.
There are no proceedings in which any of our directors,  officers or affiliates,
or any  registered  or  beneficial  shareholder,  is an  adverse  party or has a
material interest adverse to our interest.

ITEM 2.      CHANGES IN SECURITIES.

We did not issue any securities  during the nine month period ended November 30,
2001.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5.      OTHER INFORMATION.

None.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K.

Reports on Form 8-K

We did not file any reports on Form 8-K during the quarter ended November 30,
2001.



                                       -4-


<PAGE>


Exhibits  Required  by  Item  601  of  Regulation  S-B

Index to Exhibits            Description of Exhibits                    Page
------------------           -----------------------                    ----

2.1          Plan of Reorganization*

3.1          Articles of Incorporation Fitonics Corporation*

3.2          Certificate of Amendment toArticles of Incorporation
             (March 10, 1995)*

3.3          By-Laws of Vitatonics Corp.*

3.4          Certificate of Amendment to Articles of Incorporation
             (May 13, 1996)**

4.           Instruments Defining Rights of Security Holders (not
             applicable)

10.          Material Contracts (not applicable)

11.          Statement re: Computation of Per Share Earnings or Loss
             (see financial statements incorporated herein)

15.          Not applicable

18.          Not applicable

19.          Not applicable

22.          Not applicable

23.          Not applicable

24.          Power of Attorney (not applicable)


*  Previously filed with the Securities and Exchange Commission on September 19,
2000 as an exhibit to the company's Registration Statement on Form 10-SB.

** Previously  filed with the Securities and Exchange Commission on February 12,
2001 as an exhibit to the company's Amendment No. 1 to Registration Statement on
Form 10-SB.





                                       -5-


<PAGE>



                                   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.



VITATONICS CORP.




     By:     /s/ George Farquhar
             -------------------
             Secretary/Chief Financial Officer
     Date:   January 14, 2002







































                                       -6-