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

                                   FORM 10-QSB

(Mark  One)

[X]  QUARTERLY  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 For  the  quarterly  period  ended  May 31, 2001
                                                -------------

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

     Commission  file  number
                               -------

                             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)

                                 NOT APPLICABLE
                                 --------------
Former name, former address and former fiscal year, if changed since last
report)

     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 May 31, 2001


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



                                       1
<PAGE>


                          PART I- FINANCIAL INFORMATION


ITEM  1.     FINANCIAL  STATEMENTS.




                                VITATONICS CORP.

                              FINANCIAL STATEMENTS

                       May 31, 2001 and February 28, 2001





                                       2
<PAGE>







                                VITATONICS CORP.
                                 Balance Sheets


                                     ASSETS
                                     -------
<TABLE>
<CAPTION>
                                                                                  May 31,            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                                                         $           92,285  $           90,285
   Accrued interest                                                                     67,588              64,889
   Notes payable - related parties (Note 2)                                            269,873             269,873
                                                                            ------------------  ------------------

     Total Current Liabilities                                                         429,746             425,047
                                                                            ------------------  ------------------

     Total Liabilities                                                                 429,746             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                                                                (993,756)           (989,057)
                                                                            ------------------  ------------------

     Total Stockholders' Equity (Deficit)                                             (429,746)           (425,047)
                                                                            ------------------  ------------------

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





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


                                       3
<PAGE>





                                VITATONICS CORP.
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                   For the Three Months Ended
                                                                                            May 31,
                                                                            --------------------------------------

                                                                                   2001                2000
                                                                            ------------------  ------------------
<S>                                                                            <C>                 <C>
REVENUES                                                                    $           -       $           -

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

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

EXPENSES

   General and administrative                                                            2,000               3,224
                                                                            ------------------  ------------------

     Total Expenses                                                                      2,000               3,224
                                                                            ------------------  ------------------

LOSS FROM OPERATIONS                                                                    (2,000)             (3,224)
                                                                            ------------------  ------------------

OTHER INCOME (EXPENSE)

   Interest expense                                                                     (2,699)             (2,699)
                                                                            ------------------  ------------------

     Total Other Income (Expense)                                                       (2,699)             (2,699)
                                                                            ------------------  ------------------

NET LOSS                                                                    $           (4,699) $           (5,923)
                                                                            ==================  ==================

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

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





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


                                       4
<PAGE>







                                VITATONICS CORP.
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                           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 loss for the three months ended
 May 31, 2001 (unaudited)                              -                -                  -                (4,699)
                                             ----------------  ---------------   ----------------  ----------------

Balance, May 31, 2001 (unaudited)                   9,896,972  $         9,897   $        554,113  $      (993,756)
                                             ================  ===============   ================  ================
</TABLE>





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


                                       5
<PAGE>





                                VITATONICS CORP.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    For the Three Months Ended
                                                                                            May 31,
                                                                             --------------------------------------
                                                                                   2001                2000
                                                                             ------------------  ------------------
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                                 $           (4,699) $          (5,923)
   Changes in assets and liabilities:
     Increase in accrued interest                                                        2,699              2,699
     Increase in accounts payable                                                        2,000              3,224
                                                                            ------------------  ------------------
       Net Cash (Used by) Operating Activities                                          -                   -
                                                                            ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES                                                    -                   -
                                                                            ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES                                                    -                   -
                                                                            ------------------  ------------------

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.


                                       6
<PAGE>






                                VITATONICS CORP.
                        Notes to the Financial Statements
                       May 31, 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.  Provision for Taxes

              At May 31, 2001, the Company had net operating loss carryforwards
              of approximately $995,000 that may be offset against future
              taxable income through 2021. No tax benefit has been reported in
              the financial statements because the potential tax benefits of the
              loss carryforwards are offset by a valuation allowance of the same
              amount.



                                       7
<PAGE>



                                VITATONICS CORP.
                        Notes to the Financial Statements
                       May 31, 2001 and February 28, 2001


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              d.  Provision for Taxes (Continued)

              The income tax benefit differs from the amount computed at federal
              statutory rates of approximately 38% as follows:
<TABLE>
<CAPTION>
                                                                                    For the Three Months Ended
                                                                                            May 31,
                                                                            --------------------------------------
                                                                                   2001                2000
                                                                            ------------------  ------------------
                                                                                 (Unaudited)         (Unaudited)
               <S>                                                               <C>                 <C>
              Income tax benefit at statutory rate                          $            1,786  $            2,251
              Change in valuation allowance                                             (1,786)             (2,251)
                                                                            ------------------  ------------------

                                                                            $           -       $           -
                                                                            ==================  ==================

              Deferred tax assets (liabilities) are comprised of the following:

                                                                                   For the Three Months Ended
                                                                                             May 31,
                                                                            --------------------------------------
                                                                                  2001               2000
                                                                            ------------------- ------------------
              Income tax benefit at statutory rate                          $          377,986  $          372,956
              Change in valuation allowance                                           (377,986)           (372,956)
                                                                            ------------------- ------------------

                                                                            $           -       $           -
                                                                            ==================  ==================
</TABLE>

              Due to the change in ownership provisions of the Tax Reform Act of
              1986, net operating loss carryforwards for Federal income tax
              reporting purposes are subject to annual limitations. Should a
              change in ownership occur, net operating loss carryforwards may be
              limited as to use in the future.

              e.  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.  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.





                                       8
<PAGE>



                                VITATONICS CORP.
                        Notes to the Financial Statements
                       May 31, 2001 and February 28, 2001


NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties at May 31, 2001 and February 28,
              2001 consisted of the following:
<TABLE>
<CAPTION>
                                                                                    May 31,          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>


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.






                                       9
<PAGE>




                          PART I- FINANCIAL INFORMATION



ITEM  2.     PLAN  OF  OPERATION.

Development of the Company. Our corporate history contains several mergers and
reincorporations. We were originally organized under the laws of the State of
Nevada on June 18, 1990 using the name CCC-Huntor Associates, Inc. and
reincorporated in Texas using the name Aster Buzbuilders, Inc. in June 1995.
Under a Plan of Reorganization and Merger dated May 14, 1996, Aster Buzbuilders,
Inc. was organized for the transaction of any and all lawful business for which
corporations may be incorporated under the Texas Business Corporation Act. It
attempted to establish an Internet-based business by compiling a computer data
base for sellers of small private businesses which would allow Internet access
to such information by potential buyers. The company was not successful in
establishing this business and acquired all the capital stock of Vitatonics
Corp., a Nevada corporation which had been incorporated on February 21, 1995
using the name Fitonics Corporation and which had changed its name to Vitatonics
Corp. on March 10, 1995. Under the Plan of Reorganization and Merger, Vitatonics
Corp. became a wholly-owned subsidiary of Aster Buzbuilders, Inc. which, in
turn, issued 6,000,000 shares of its common stock to the shareholders of
Vitatonics Corp., which then dissolved. This reorganization was accounted for as
a recapitalization of Vitatonics Corp. for accounting purposes because its
shareholders controlled the company after the merger. 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.

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.





                                       10
<PAGE>




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 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.

Unfortunately, because we are currently delinquent in filing our periodic
reports which we are required to file under the Exchange Act, and because we are
inactive, have no revenues, and there is no public market for our common stock,
we have not been able to locate or identify a suitable merger or joint venture
partner. We are committed to becoming current in our filings under the Exchange
Act and believe that, once we are current, we may be more successful in locating
a merger or joint venture partner.

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. We plan to develop different vitamin
products sold in single vitamin and in multivitamin combinations with varying
potency levels in various forms, including tablets (both chewable and time
released tablets), powders, two-piece hard shell capsules, and soft gelatin
encapsulated capsules ("soft gels"). We may also develop related products, such
as enzyme, mineral, and antioxidant products, but we will probably enter this
field by distributing products developed by other companies, which will reduce
or eliminate research and development costs. These products would be marketed
under our label.

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
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.




                                       11
<PAGE>




Results of Operations: Our operations from the end of our last fiscal year,
February 29, 2001, through the end of this quarter, May 31, 2001, have been
minimal, and consisted of the preparation of financial statements, a
registration statement and various amendments thereto, a prior delinquent
quarterly report, and this quarterly report. We are also preparing an Annual
Report on Form 10-KSB for the year ended February 29, 2001. 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.

Substantial Doubt About Our Viability as a Going Concern. We have incurred
significant losses which have resulted in an accumulated deficit of $993,756 at
May 31, 2001. That deficit continues to increase, which raises substantial doubt
about our ability to continue as a going concern. As discussed above, we are
considering a merger or joint venture with an operating company as one method of
addressing this problem. 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 three months ended May 31, 2001, we had no revenues. Our general and
administrative expenses for the three months ended May 31, 2001 were $2,000,
while for the three month period ended May 31, 2000 they were $3,224. Our loss
from operations for the three month period ended May 31, 2001 was also $2,000
and our loss from operations for the three month period ended May 31, 2001 was
$3,224. 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. Moreover, because
we are currently classified as a "dormant enterprise" entity, have no revenues,
and have incurred significant losses, there is substantial doubt about our
ability to continue as a going concern. Our total current liabilities at May 31,
2001 totaled $429,746.

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 were able
to enter into any licensing agreements, we would 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.




                                       12
<PAGE>




                           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 quarter ended May 31, 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 May 31, 2001.


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 to              *
                                Articles of Incorporation
                                (March 10, 1995)

3.333 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)






                                       13
<PAGE>






10.                             Material Contracts (not applicable)

11.                             Statement re: Computation of Per
                                Share Earnings (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)




                                       14
<PAGE>




*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.


                                   SIGNATURES

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


VITATONICS CORP.

     By:       /s/  Daniel T. McCormick
               President
     Date:     Aug. 10,  2001

     By:       /s/ George R. Farquhar
               Secretary/Chief Financial Officer
     Date:     Aug. 10, 2001




                                       15
<PAGE>