**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB/A**





[
      X
      ]  Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the fiscal year ended December 31, 2004.





[
      ]  Transitional
      Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for
      the
      transition period from _______________ to ________________.





____________________________________________





Commission
                File No. 000-26673**VITASTI,
                INC.**
              (Name
                of small business issuer in its
                charter)


_____________________________________________








Delaware
            98-0207081(State
                or other Jurisdiction
              of
                Incorporation or Organization)
            (IRS
                Employer
              Identification
                Number)





100-1001
                Churchill Crescent
              North
                Vancouver, B.C., Canada
            V7P
                1T2(Address
                of Principal Executive Offices)
            (Zip
                Code)





**(604)
      980-6693**


(Issuer's
      Telephone Number)





Securities
                registered under Section 12(g) of the Act:
            NoneSecurities
                to be registered under Section 12(g) of the Act:
            None





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
      (or
      for such shorter period that the Company was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days.





Yes
      [ X ]
      No [ ].





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      registrant's knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB. [ ].





Issuer's
      revenues for its most recent fiscal year: $733,175





State
      the
      aggregate market value of the voting stock and non-voting equity held by
      non-affiliates computed by reference to the price at which the stock was sold,
      or the average bid and asked prices of such stock, as of April 7, 2005, was
      $0.10.





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: As of April 11, 2005, there were 25,165,452
      shares of the Company's common stock issued and outstanding.





Transitional
      Small Business Disclosure Format: Yes [ X ] No [ ].








**1**


TABLE
      OF
      CONTENTS


FORM
      10-KSB ANNUAL REPORT


_________________________





VITASTI,
      INC.





Section
            Heading
            PagePart
                IItem
                1
            Description
                of BusinessItem
                2
            Description
                of PropertyItem
                3
            Legal
                ProceedingsItem
                4
            Submission
                of Matters to a Vote of Security HoldersPart
                IIItem
                5
            Market
                for the Registrant's Common Equity and Related Stockholder
                MattersItem
                6
            Management's
                Discussion and Analysis of Financial Condition and Results of OperationsItem
                7
            Financial
                Statements with Index and Auditor's ReportItem
                8
            Changes
                in and Disagreements on Accounting and Financial
                DisclosureItem
                8A
            Controls
                and ProceduresItem
                8B
            Other
                InformationPart
                IIIItem
                9
            Directors,
                Executive Officers, Promoters and Control Persons, Compliance with
                Section
                16(a) of the Exchange ActItem
                10
            Executive
                CompensationItem
                11
            Security
                Ownership of Certain Beneficial Owners and ManagementItem
                12
            Certain
                Relationships and Related TransactionsPart
                IVItem
                13
            Exhibits
                and Reports on Form 8-KItem
                14Signatures








**2**





**Explanatory
      Note: This Form 10-KSB/A is being filed for purposes of restating the Financial
      Statements to properly reflect reverse purchase accounting for the LCC
      Transaction (as defined herein). As such, the operating history of the
      Registrant, for comparison purposes, will be that of the LCC Companies (as
      defined below), not that of Global Golf, Inc. Global Golf, Inc.’s operations are
      included as of the effective date of the acquisition, November 23,
      2004.**





**Part
      I.**





*The
      following discussion should be read in conjunction with our audited financial
      statements and notes thereto included herein. In connection with, and because
      we
      desire to take advantage of, the "safe harbor" provisions of the Private
      Securities Litigation Reform Act of 1995, we caution readers regarding certain
      forward looking statements in the following discussion and elsewhere in this
      report and in any other statement made by, or on our behalf, whether or not
      in
      future filings with the Securities and Exchange Commission. Forward-looking
      statements are statements not based on historical information and which relate
      to future operations, strategies, financial results or other developments.
      Forward looking statements are necessarily based upon estimates and assumptions
      that are inherently subject to significant business, economic and competitive
      uncertainties and contingencies, many of which are beyond our control and many
      of which, with respect to future business decisions, are subject to change.
      These uncertainties and contingencies can affect actual results and could cause
      actual results to differ materially from those expressed in any forward looking
      statements made by, or our behalf. We disclaim any obligation to update
      forward-looking statements.*





*These
      forward looking statements involve known and unknown risks, uncertainties and
      other factors that may cause our actual results, levels of activity,
      performance, or achievements to be materially different from any future results,
      levels of activity, performance, or achievement expressed or implied by such
      forward-looking statements. In some cases, you can identify forward-looking
      statements by terminology such as "may," "will," "should," "could," "intend,"
      "expects," "plan," "anticipates," "believes," "estimates," "predicts,"
      "potential," or "continue" or the negative of such 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. Moreover, neither we nor
      any
      other person assumes responsibility for the accuracy and completeness of such
      statements.*





**Item
      1.**  **Description
      of the Business.**





**History
      of the Company**





Vitasti,
      Inc. ("we," "us," "our," or 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
      Systems Canada, Inc. ("GolfLogix Canada"), a British Columbia, Canada
      corporation 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 became 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. We incurred
      a
      loss of ($392,124) for our fiscal year ending May 31, 2002, and had a working
      capital deficiency of ($515,454). Operations were financed mainly through the
      issuance of our securities and our future operations were dependant upon
      continued external funding and our ability to increase revenues and reduce
      expenses. There were no assurances that the above conditions would occur and
      as
      a result, our then management believed it to be in the best interest of our
      shareholders to engage in the aforesaid transaction with GolfLogix Canada.





GolfLogix
      Canada is a distributor of golfing merchandise and has entered into an agreement
      to purchase an exclusive 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, our name was
      formally changed to Global Golf Holdings, Inc.





On
      June
      27, 2003, the Company paid $50,000 to execute a licensing agreement for the
      distribution of the GolfLogix System for Western Canada.





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 determined that it was no longer viable to continue
      operations under the current business plan.





In
      accordance with the foregoing, the Company announced the retention of Business
      Consulting Group Unlimited (“BCGU”). BCGU was retained in order to assist the
      Company in winding down the failed operations of the Company and to assist
      in
      identifying and developing a new strategic operational focus for the Company.
      BCGU proceeded to assist the Company in reducing its debt and the number of
      outstanding liabilities. BCGU was able to secure debt assignment agreements
      and
      debt settlement agreements from several of the largest Company creditors
      including, $193,158.00 in debt in consideration for the issuance of 5,000,000
      restricted shares.





During
      2004, the Company issued 5,204,190 common shares to settle demand loans and
      amounts due and owing to shareholders. Additionally, the Company cancelled
      900,000 shares that had been issued for cash. Accordingly, at May 31, 2004,
      the
      Company reflected an amount due and owing to two shareholders of $34,510.00.






**3**





On
      October 1, 2004, the Company and LCC, as hereinafter defined, executed a
      Definitive Acquisition Agreement. In addition to acquiring substantially all
      of
      the assets of LCC, the Company agreed to assume up to USD $425,000 in LCC
      convertible notes.





On
      November 23, 2004, and with the assistance of BCGU, the Registrant closed on
      an
      Acquisition Agreement (the “Agreement”) to purchase the assets and related
      business of Low Carb Centre, Inc. (“LCC”), Low Carb Bakery, Inc. (“LCB”), and
      McNabb & Associates (“MNA”). 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
      two
      traditional brick-and-mortar retail stores and the world wide web at
      www.lowcarbcentre.com. 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. 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. LCC, LCB and MNA shall be collectively hereinafter be referred to
      hereinafter as “LCC” or “Sellers.”





Under
      the
      terms of the Agreement (referred to as 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 a series of 12%
      Convertible Promissory Notes (the “Notes”) issued by LCC in connection with this
      transaction. The Notes shall be converted (the “Conversion”) into common shares
      of the Registrant at $0.125 per share. 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. As of November 30,
      2004,
      the Registrant assumed 11 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.





Since
      the
      LCC Transaction effectively constituted a reverse purchase with the management
      and shareholders of LCC essentially assuming the same positions in Vitasti,
      reverse purchase accounting principles were utilized by the Company in
      accounting for that transaction in the restated 2004 financial
      statements.




**4**


**Government
      Regulations**





All
      of
      the Registrant’s food products and packaging materials are subject to
      regulations administered by the United States Food and Drug Administration
      (“FDA”) or, with respect to products containing meat and poultry, the United
      States Department of Agriculture, and their respective equivalents in Canada.
      Among other things, these agencies enforce statutory prohibitions against
      misbranded and adulterated foods, establish safety standards for food
      processing, establish ingredients and manufacturing procedures for certain
      foods, establish standards of identity for certain foods, determine the safety
      of food additives and establish labeling standards and nutrition labeling
      requirements for food products.





Almost
      all of the activities of the Registrant’s food operations outside of the United
      States are subject to local and national regulations similar to those applicable
      to Vitasti in the United States and, in some cases, international regulatory
      provisions, such as those of the European Union relating to labeling, packaging,
      food content, pricing, marketing and advertising and related areas.





The
      European Union and certain individual countries require that food products
      containing genetically modified organisms or classes of ingredients derived
      from
      them be labeled accordingly. Other countries may adopt similar regulations.
      The
      FDA has concluded that there is no basis for similar mandatory labeling under
      current United States law.





**Item
      2.**  **Description
      of the Property.**





Our
      administrative offices and research facilities are located in North Vancouver
      and Coquitlam, British Columbia Canada. We lease approximately 2500 square
      feet
      of industrial space for $2,500 per month, manufacturing space of approximately
      1500 square feet for $1,750 per month and retail space of approximately 1700
      square feet at $5400.00 per month. Collectively, all of the space we lease
      is
      utilized for retail sales, research and development, as offices and for
      production purposes. All of the Registrant’s leases expire in 2008. It is our
      belief that the various spaces are adequate for our immediate needs. Additional
      space may be required as we expand our research and development activities.
      We
      do not foresee any significant difficulties in obtaining any required additional
      facilities.





**Item
      3.**  **Legal
      Proceedings.**





There
      are
      currently no pending legal matters.





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





A
      shareholder meeting was not held during this fiscal year.







**5**








**PART
      II.**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**





Our
      common stock is quoted on the OTC Bulletin Board under the symbol “VITS.” Prior
      to December 9, 2004, our common stock was traded on the OTC Bulletin Board
      under
      the symbol “GGLF.” For the periods indicated, the following table sets forth the
      high and low bid prices per share of our common stock. These prices represent
      inter-dealer quotations without retail markup, markdown, or commission and
      may
      not necessarily represent actual transactions. We completed a 1 for 34 reverse
      stock split on December 9, 2004, and all of the prices in the following tables
      have been adjusted to reflect this split.





**FISCAL
                YEAR 2004**
            **HIGH
                BID**
            **LOW
                BID**First
                Quarter
            $10.20
            $4.08Second
                Quarter
            $5.10
            $0.68Third
                Quarter
            $1.36
            $0.34Fourth
                Quarter
            $0.59
            $0.20







**FISCAL
                YEAR 2003**
            **HIGH
                BID**
            **LOW
                BID**First
                Quarter
            $7.14
            $2.72Second
                Quarter
            $5.78
            $2.04Third
                Quarter
            $6.12
            $1.70Fourth
                Quarter
            $9.18
            $3.40





Trades
      of
      our common stock are subject to Rule 15g-9 of the Securities and Exchange
      Commission, known as the Penny Stock Rule. This rule imposes requirements on
      broker/dealers who sell securities subject to the rule to persons other than
      established customers and accredited investors. For transactions covered by
      the
      rule, brokers/dealers must make a special suitability determination for
      purchasers of the securities and receive the purchaser’s written agreement to
      the transaction prior to sale. The Securities and Exchange Commission also
      has
      rules that regulate broker/dealer practices in connection with transactions
      in
“penny stocks.” Penny stocks generally are equity securities with a price of
      less than $5.00 (other than securities registered on certain national securities
      exchanges or quoted on the NASDAQ system, provided that current price and volume
      information with respect to transactions in that security is provided by the
      exchange or system). The Penny Stock Rules requires a broker/ dealer, prior
      to a
      transaction in a penny stock not otherwise exempt from the rules, to deliver
      a
      standardized risk disclosure document prepared by the Commission that provides
      information about penny stocks and the nature and level of risks in the penny
      stock market. The broker/dealer also must provide the customer with current
      bid
      and offer quotations for the penny stock, the compensation of the broker/dealer
      and its salesperson in the transaction, and monthly account statements showing
      the market value of each penny stock held in the customer’s account. The bid and
      offer quotations, and the broker/dealer and salesperson compensation
      information, must be given to the customer orally or in writing prior to
      effecting the transaction and must be given to the customer in writing before
      or
      with the customer’s confirmation. These disclosure requirements have the effect
      of reducing the level of trading activity in the secondary market for our common
      stock. As a result of these rules, investors may find it difficult to sell
      their
      shares.





**Holders**




As
      of
      December 31, 2004, there were approximately 112 record owners of our common
      stock.




**Dividends**




We
      have
      never paid cash dividends and have no plans to do so in the foreseeable future.
      Our future dividend policy will be determined by our board of directors and
      will
      depend upon a number of factors, including our financial condition and
      performance, our cash needs and expansion plans, income tax consequences, and
      the restrictions that applicable laws, our current preferred stock instruments,
      and our future credit arrangements may then impose.








**6**


**Recent
      Sales Of Unregistered Securities; Use Of Proceeds From Registered
      Securities**





There
      have been no sales of unregistered securities within the last three years,
      which
      would be required to be disclosed pursuant to Item 701 of Regulation S-B, except
      for those already disclosed in the Form 10-QSBs and Form 8-Ks filed during
      the
      2004 calendar year, all of which are incorporated by reference
      herein.





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





*The
      following discussion should be read in conjunction with our audited financial
      statements and notes thereto included herein. In connection with, and because
      we
      desire to take advantage of, the "safe harbor" provisions of the Private
      Securities Litigation Reform Act of 1995, we caution readers regarding certain
      forward looking statements in the following discussion and elsewhere in this
      report and in any other statement made by, or on our behalf, whether or not
      in
      future filings with the Securities and Exchange Commission. Forward-looking
      statements are statements not based on historical information and which relate
      to future operations, strategies, financial results or other developments.
      Forward looking statements are necessarily based upon estimates and assumptions
      that are inherently subject to significant business, economic and competitive
      uncertainties and contingencies, many of which are beyond our control and many
      of which, with respect to future business decisions, are subject to change.
      These uncertainties and contingencies can affect actual results and could cause
      actual results to differ materially from those expressed in any forward looking
      statements made by, or our behalf. We disclaim any obligation to update
      forward-looking statements.*





**Critical
      Accounting Policies** .





Our
      critical and significant accounting policies, including the assumptions and
      judgments underlying them, are disclosed in the Notes to the Financial
      Statements. These policies have been consistently applied in all material
      respects and address such matters as revenue recognition and depreciation
      methods. The preparation of the financial statements in conformity with
      generally accepted accounting principles in the United States 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 reported period. Actual results could differ from those
      estimates.





**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. In accord with the
      foregoing, the Company announced the retention of BCGU. BCGU was retained in
      order to assist the Company in winding down the failed operations of the Company
      and to assist in identifying and developing a new strategic operational focus
      for the Company. BCGU, to date, has helped the Company reduce its debt and
      the
      number of outstanding liabilities. BCGU was able to secure debt assignment
      agreements and debt settlement agreements from several of the largest Company
      creditors. Including, $193,158.00 in debt in consideration for the issuance
      of
      5,000,000 restricted shares.





**7**


On
      November 23, 2004, with the assistance of BCGU, the Registrant closed on the
      Agreement with 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 four
      traditional brick-and-mortar retail stores and the world wide web at
      www.lowcarbcentre.com. 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. 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 Notes. The Notes
      shall be converted (the “Conversion”) into common shares of the Registrant at
      $0.125 per share. 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. As of November 30, 2004, the Registrant
      assumed 11 Notes in the total aggregate amount of USD$177,606.12.





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.





Since
      the
      LCC Transaction effectively constituted a reverse purchase with the management
      and shareholders of LCC essentially assuming the same positions in Vitasti,
      reverse purchaes accounting principles were utilized by the Company in
      accounting for that transaction in the restated 2004 financial
      statements.





As
      such,
      the Results of Operations for the year ended December 31, 2004 will be compared
      to the same period ended December 31, 2003 for LCC.





**8**


**Results
      of Operations for the year ended December 31, 2004 as compared with the prior
      period from inception, February 6, 2003, through December 31,
      2003** .





We
      generated $733,175 in revenues during the year ended December 31, 2004 versus
      $613,868 for the period from inception, February 6, 2003 through December 31,
      2003.





**Operating
      Expenses** .





Operating
      expenses arose primarily from professional and consulting fees, a majority
      of
      which were incurred as a result of the retention of BCGU and the LCC
      Transaction. We incurred professional fees relating to costs associated with
      our
      being a reporting company under the Securities Exchange Act of 1934, as amended,
      as well as costs associated with the acquisition the LCC Companies and other
      minimal interest expenses on outstanding debt. As a result, we incurred a net
      loss of $2,152,797 during the year ended December 31, 2004 (approximately $0.57
      loss per common share).





**Plan
      Of Operation For The Next Twelve Months** .





During
      2004 and 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


·
            Becoming
                a publicly traded Company by and through the LCC
                Transaction





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
      and cash equivalents, 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. Thus, we may not be required to sell additional equity or obtain
      additional credit facilities in the near term.. 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. Our relationship with Someo International will
      allow immediate growth in the Asian markets and we believe that this will
      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, even though it may cease to be required
      to do
      so. 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.





**9**


**Liquidity
      and Capital Resources** .





At
      December 31, 2004, we had $12,269 in cash and total current assets of $91,641.
      Our current liabilities are $360,582 at December 31, 2004 (of which $175,705
      in
      convertible debt has been repaid by conversion into shares in January, 2005).
      As
      of the date of this report, we do not 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.





The
      failure to secure adequate outside funding would have an adverse affect on
      our
      expansion plan of operation and results therefrom and a corresponding negative
      impact on shareholder liquidity.





**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.





In
      spite
      of the fact that the current obligations of the Company are relatively minimal,
      given the cash position of the Company, we have very little cash 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.










**10**








**VITASTI,
                INC.**
              (Formerly
                Global Golf Holdings, Inc.)
              
              
              CONSOLIDATED
                FINANCIAL REPORT
              
              
              DECEMBER
                31, 2004








**11**







**C
      O N T E N T S**











**Page**


**REPORT
      OF INDEPENDENT REGISTERED PUBLIC**


**ACCOUNTING
      FIRM**




**FINANCIAL
      STATEMENTS**




CONSOLIDATED BALANCE SHEET


CONSOLIDATED
      STATEMENTS OF OPERATIONS


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT


CONSOLIDATED STATEMENTS OF CASH FLOWS


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




**12**




PETERSON
      SULLIVAN PLLC






**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**











To
      the
      Board of Directors


Vitasti,
      Inc.


Vancouver,
      BC


Canada











We
      have
      audited the accompanying consolidated balance sheet of Vitasti, Inc. and
      Subsidiary (formerly Global Golf Holdings, Inc.) as of December 31, 2004,
      and the related consolidated statements of operations, comprehensive income,
      stockholders' deficit, and cash flows for the year ended December 31, 2004,
      and
      for the period from February 6, 2003 (inception) through December 31, 2003.
      These consolidated financial statements are the responsibility of the Company's
      management. Our responsibility is to express an opinion on these financial
      statements based on our audits.





We
      conducted our audits in accordance with standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company has determined that
      it
      is not required to have, nor were we engaged to perform, an audit of its
      internal control over financial reporting. Our audit included consideration
      of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the purpose
      of
      expressing an opinion on the effectiveness of the Company's internal control
      over financial reporting. Accordingly, we express no such opinion. An audit
      includes examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements. An audit also includes assessing the
      accounting principles used and significant estimates made by management, as
      well
      as evaluating the overall financial statement presentation. We believe that
      our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Vitasti, Inc. and Subsidiary
      (formerly Global Golf Holdings, Inc.) as of December 31, 2004, and the results
      of their operations and their cash flows for the year ended December 31,
      2004, and for the period from February 6, 2003 (inception) through
      December 31, 2003, in conformity with accounting principles generally
      accepted in the United States.








**13**





The
      accompanying financial statements have been prepared assuming the Company will
      continue as a going concern. As discussed in Note 1 to the financial statements,
      the Company incurred a significant loss in 2004 and has a working capital
      deficit and an accumulated deficit at December 31, 2004. These conditions raise
      substantial doubt about the Company's ability to continue as a going concern.
      Management's plan regarding those matters is also described in Note 1. The
      consolidated financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.





As
      discussed in Note 2 to the consolidated financial statements, the accompanying
      consolidated balance sheet as of December 31, 2004, and the related
      consolidated statements of operations, comprehensive income, stockholders'
      deficit, and cash flows for the year ended December 31, 2004 and for the
      period from February 6, 2003 (inception) through December 31, 2003, have
      been restated.








/s/
      Peterson Sullivan PLLC








April
      11,
      2005, except with respect to the restatement referred to in Note 2,


the
      date
      for which is February 10, 2006


Seattle, Washington







**14**






**VITASTI,
      INC.**


(Formerly
      Global Golf Holdings, Inc.)


CONSOLIDATED
      BALANCE SHEET


December
      31, 2004


ASSETSCurrent
                      AssetsCash
                  
                  
                  
                  $
                      12,269Accounts
                      receivable
                  
                  
                  
                  2,315Receivable
                      for debt subscriptions
                  
                  
                  
                  18,000Assets
                      of discontinued operation held for sale
                  
                  
                  
                  23,058Inventory
                  
                  
                  
                  24,642Prepaid
                      expenses
                  
                  
                  
                  11,357Total
                      current assets
                  91,641Property
                      and Equipment, net
                  
                  
                  
                  
                  81,994$
                      173,635LIABILITIES
                      AND STOCKHOLDERS' DEFICITCurrent
                      LiabilitiesBank
                      overdraft
                  
                  
                  
                  $
                      5,387Accounts
                      payable
                  
                  
                  
                  113,739Due
                      to stockholders for shares cancelled
                  
                  
                  
                  39,244Demand
                      loan payable
                  
                  
                  
                  26,507Convertible
                      promissory notes, net of discount
                  
                  
                  
                  175,705Total
                      current liabilities
                  360,582Stockholders'
                      DeficitPreferred
                      stock, $0.0001 par value, 5 million sharesauthorized,
                      no shares issued or outstanding
                  
                  
                  -Common
                      stock, $0.0000029 par value, 30 million sharesauthorized,
                      8,116,801 shares issued and outstanding
                  
                  
                  21Common
                      stock issuable, 14,743,199 shares
                  
                  
                  
                  43Additional
                      paid-in capital (as restated)
                  
                  
                  
                  1,976,075Accumulated
                      deficit (as restated)
                  
                  
                  
                  (2,180,349)Accumulated
                      other comprehensive income (as restated)
                  
                  
                  
                  17,263Total
                      stockholders' deficit
                  (186,947)$
                      173,635




See
            Notes
            to Consolidated Financial Statements
 **15**





**VITASTI,
      INC.**


(Formerly
      Global Golf Holdings, Inc.)




CONSOLIDATED
      STATEMENTS OF OPERATIONS




For
      the
      Year Ended December 31, 2004


and
      for
      the Period from February 6, 2003 (Inception) through December 31,
      2003


2004
              
              2003(Restated)
              
              (Restated)Revenue
              
              
              
              
              $
                  733,175
              
              $
                  613,868Cost
                  of sales
              
              
              
              
              337,757
              
              304,593Gross
                  profit
              395,418
              
              309,275Operating
                  expensesStock-based
                  compensation
              
              
              
              1,842,948
              
              -General
                  and administrative
              
              
              
              471,693
              
              288,576Bad
                  debt expense
              
              
              
              41,343
              
              -Impairment
                  of leasehold improvements
              
              
              
              47,852
              
              -Total
                  operating expenses
              2,403,836
              
              288,576Loss
                  from continuing operations beforeincome
                  taxes and minority interest
              (2,008,418)
              
              20,699Provision
                  for income taxes
              
              
              
              
              -
              
              (6,500)Income
                  before minority interest
              (2,008,418)
              
              14,199Minority
                  interest in income of consolidated subsidiary
              
              
              
              
              -
              
              (4,278)Income
                  before discontinued operations
              (2,008,418)
              
              9,921Discontinued
                  operationsLoss
                  from operations of discontinued segment
              
              
              
              (144,379)
              
              -Net
                  (loss) income
              $
                  (2,152,797)
              
              $
                  9,921Net
                  (loss) income per common share (basic and fully-diluted)Continuing
                  operations
              
              
              
              $
                  (0.53)
              
              $
                  0.04Discontinued
                  operations
              
              
              
              (0.04)
              
              -Net
                  loss per common share
              $
                  (0.57)
              
              $
                  0.04Weighted
                  average number of common shares outstanding
              
              
              
              
              3,794,745
              
              388,788


See notes to consolidated financial statements


**16**




**VITASTI,
      INC.**


(Formerly
      Global Golf Holdings, Inc.)




CONSOLIDATED
      STATEMENTS OF COMPREHENSIVE INCOME




For
      the
      Year Ended December 31, 2004


and
      for
      the Period from February 6, 2003 (Inception) through December 31,
      2003





2004
              
              2003(Restated)
              
              (Restated)Net
                  (loss) income
              
              
              
              
              $
                  (2,152,797)
              
              $
                  9,921Other
                  comprehensive income (loss)Foreign
                  currency translation adjustment
              
              
              
              9,951
              
              7,312Comprehensive
                  income (loss)
              $
                  (2,142,846)
              
              $
                  17,233










See
            Notes
            to Consolidated Financial Statements
 **17**





**VITASTI,
      INC.**


(Formerly
      Global Golf Holdings, Inc.)




CONSOLIDATED
      STATEMENTS OF STOCKHOLDERS' DEFICIT




For
      the
      Year Ended December 31, 2004


and
      for
      the Period from February 6, 2003 (Inception) through December 31,
      2003


(Restated)




Common
                  Stock
              
              
              
              Common
                  Stock Issuable
              
              
              
              Additional
                Paid-in
                Capital
              
              Minority
                  interest
              
              
              
              Accumulated
                  Other Comprehensive IncomeNumber
                  of
                Shares
              
              Amount
              
              Number
                  of
                Shares
              
              Amount
              
              
              
              
              
              Accumulated
                Deficit
              
              
              
              TotalCommon
                  stock issued for:Cash
              
              
              
              793,566
              
              $
                  2
              
              
              
              $
                  -
              
              $
                  48,181
              
              $
                  -
              
              $
                  -
              
              $
                  -
              
              $
                  48,183Net
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              4,278
              
              9,921
              
              7,312
              
              21,511Balance
                  December 31, 2003
              
              
              
              
              793,566
              
              2
              
              -
              
              -
              
              48,181
              
              4,278
              
              9,921
              
              7,312
              
              69,694Common
                  stock issued foracquisition
                  ofLow
                  Carb Centre Inc.
              
              
              
              
              
              
              
              14,743,199
              
              43
              
              89,891
              
              
              
              
              
              
              
              89,934Redemption
                  of shares ofLow
                  Carb Centre Inc.
              
              
              
              
              
              (2)
              
              
              
              
              
              (48,181)
              
              (4,278)
              
              (37,473)
              
              (7,312)
              
              (97,246)Common
                  stock issued forservices
              
              
              
              7,323,235
              
              21
              
              
              
              
              
              1,842,927
              
              
              
              
              
              
              
              1,842,948Issuance
                  of warrants inconnection
                  withconvertible
                  debt
              
              
              
              
              
              
              
              
              
              
              
              43,257
              
              
              
              
              
              
              
              43,257Net
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,152,797)
              
              17,263
              
              (2,135,534)Translation
                  adjustment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              -Balance,
                  December 31, 2004
              
              
              
              
              8,116,801
              
              $
                  21
              
              14,743,199
              
              $
                  43
              
              $
                  1,976,075
              
              $
                  -
              
              $
                  (2,180,349)
              
              $
                  17,263
              
              $
                  (186,947)










See
            Notes
            to Consolidated Financial Statements
 **18**





**VITASTI,
      INC.**


(Formerly
      Global Golf Holdings, Inc.)




CONSOLIDATED
      STATEMENTS OF CASH FLOWS




For
      the
      Year Ended December 31, 2004


and
      for
      the Period from February 6, 2003 (Inception) through December
      31,2003





2004
              
              2003(Restated)
              
              (Restated)Cash
                  Flows From Operating ActivitiesNet
                  (loss) income
              
              
              
              $
                  (2,152,797)
              
              $
                  9,921Adjustment
                  to reconcile net income (loss) to net cash providedby
                  (used in) continuing operating activities:Loss
                  from discontinued operations
              
              
              144,379
              
              -Depreciation
                  and amortization
              
              
              19,419
              
              7,041Minority
                  interest in income of subsidiary
              
              
              -
              
              4,278Impairment
                  of leasehold improvements
              
              
              47,852
              
              -Issuance
                  of common stock for services and expenses
              
              
              1,842,948
              
              -Changes
                  in operating assets and liabilities, net of the effects:of
                  the reverse purchase:Accounts
                  receivable
              
              6,028
              
              (8,343)Inventory
              
              24,107
              
              (48,749)Prepaid
                  expenses
              
              10,951
              
              (22,308)Bank
                  overdraft
              
              5,387
              
              -Accounts
                  payable and accrued expenses
              
              (107,862)
              
              122,853Net
                  cash provided by (used in) continuingoperating
                  activities
              (159,588)
              
              64,693Cash
                  Flows From Investing ActivitiesCash
                  acquired in reverse merger
              
              
              
              261
              
              -Purchase
                  of equipment
              
              
              
              (19,101)
              
              (89,353)Foreign
                  exchange effect on cash
              
              
              
              (1,663)
              
              7,312Net
                  cash used in investing activities
              (20,503)
              
              (82,041)Cash
                  Flows from Financing ActivitiesIssuance
                  of common stock
              
              
              
              -
              
              48,183Issuance
                  of convertible promissory notes, net
              
              
              
              175,705
              
              -Stockholder
                  loan proceeds, net of repayments
              
              
              
              26,175
              
              25,733Proceeds
                  from demand loan, net
              
              
              
              298
              
              -Net
                  cash used in financing activities
              202,178
              
              73,916Net
                  cash used in discontinued operation
              
              
              
              
              (66,386)
              
              -Net
                  change in cash
              (44,299)
              
              56,568Cash
                  at the beginning of the period
              
              
              
              
              56,568
              
              -Cash
                  at the end of the period
              
              
              
              
              $
                  12,269
              
              $
                  56,568Cash
                  paid for interest
              
              
              
              
              $
                  -
              
              $
                  -Cash
                  paid for income taxes
              
              
              
              
              $
                  6,500
              
              $
                  -







See
            Notes
            to Consolidated Financial Statements
 **19**







**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 a business on November 23, 2004 (see Note 2) and since
      that date has adopted the business plan of the acquired Company 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 effective as
      of
      December 31, 2004.





**Going
      Concern**





The
      Company incurred a significant loss in 2004 and has a working capital deficit
      and an accumulated deficit at December 31, 2004. 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) focusing on promoting and expanding its business plan,
      (b) continuing efforts to raise additional capital and/or other forms of
      financing; and (c) controlling overhead and expenses. There can be no assurance
      that any of these efforts will be successful.





**Discontinued
      Operations**





Management
      decided to discontinue the golf segment in order to devote the Company's time
      and resources to the business plan of the newly acquired subsidiaries. The
      assets of the golf segment are currently being actively marketed and therefore
      are classified as current assets, held for sale.





During
      the one-month period ended December 31, 2004 operations from the golf business
      segment generated no revenues.







**20**


All
      of
      the assets of the discontinued segment have been written down to net realizable
      value. Accordingly, an impairment loss on intangible assets of $144,379 is
      included in the loss from discontinued operations. Assets of the discontinued
      operation held for sale at December 31, 2004, consist of golf equipment leased
      to a golf course through May 2006. The lease provides monthly payments of
      approximately $2,200 for eight months of each year.





**Consolidation**





The
      accompanying consolidated financial statements include the accounts of Vitasti,
      Inc. and its wholly-owned subsidiary, Golflogix. All of the operations of this
      subsidiary were discontinued. All intercompany accounts and transactions have
      been eliminated.





**Cash**





Cash
      consists of checking accounts held at financial institutions in the United
      States and Canada.





**Accounts
      Receivable**





Accounts
      receivable consists of amounts due from customers located in Western Canada.
      The
      Company considers accounts more than 30 days old to be past due. The
      Company uses the allowance method for recognizing bad debts. When an account
      is
      deemed uncollectible, it is written off against the allowance. The Company
      generally does not require collateral for its accounts receivable. As of
      December 31, 2004, management believes no allowance for uncollectible accounts
      is necessary.





**Inventory/Cost
      of Sales**





Inventory
      consists of low carbohydrate foods and ingredients and is stated at the lower
      of
      cost (first-in, first-out method) or market. Shipping and handling costs are
      included with cost of sales.





**Equipment**





Equipment
      is recorded at cost and is depreciated using the straight-line method over
      the
      estimated useful lives of the related assets, ranging from three to seven years.
      Equipment having a carrying value of $23,058 is included in assets of
      discontinued operations held for sale. Maintenance and repairs are charged
      to
      expense as incurred. Significant renewals and betterments are capitalized.





**Intangible
      Assets**





Intangible
      assets consisted of product license and options to purchase license attributable
      to the golf line of business. The intangible assets had an indefinite useful
      life and are tested annually for impairment. Management has determined these
      intangible assets were impaired because the golf operations were
      discontinued.







**21**


**Property
      and Equipment**





Property
      and equipment is stated at cost. Depreciation is provided using straight-line
      and accelerated methods over the estimated useful lives of the assets. Equipment
      as of December 31, 2004 at the Company's various locations consist
      of:





Leasehold
                improvements
            
            $65,689Furniture
                and equipment
            
            37,286Computer
                equipment
            
            5,902108,877Less:
                Accumulated depreciation
            
            (26,883)$81,994





Subsequent
      to year end, the Company closed one of its stores. Accordingly, leasehold
      improvements at that store amounting to $47,852 have been considered impaired
      and an impairment loss for that amount has been recorded as of December 31,
      2004.





**Foreign
      Currency Translation**





The
      Company's reporting currency is the U.S. Dollar. The Company translates foreign
      assets and liabilities of its Canadian subsidiaries at the rate of exchange
      at
      the balance sheet date. Revenues and expenses are translated at the average
      rate
      of exchange throughout the year. Gains or losses from these translations, if
      significant, are reported as a separate component of other comprehensive income,
      until all or a part of the investment in the subsidiary is sold or liquidated.
      Translation adjustments do not recognize the effect of income tax because the
      Company expects to reinvest the amounts indefinitely in operations.





**Revenue
      Recognition**





Revenue
      from products sold is recognized when the sale is made, the price is fixed
      and
      determinable, and collectibility is probable.





Revenue
      from discontinued operations consisting of equipment rentals were reported
      on
      the straight-line basis over the noncancelable lease term as it became
      receivable according to the provisions of the lease.





**Advertising
      Expense**





The
      cost
      of advertising amounted to $7,634 and $1,000 during 2004 and 2003 and is
      expensed as incurred.




**22**


**Comprehensive
      Income and Loss**





The
      Company has adopted Statement of Financial Accounting Standards ("SFAS")
      No. 130, "Reporting Comprehensive Income." Other comprehensive gain and
      loss, which currently includes only foreign currency translation adjustments,
      is
      shown as a component of stockholders' deficit.





**Earnings
      Per Share**





Basic
      loss per share is computed by dividing the net loss available to common
      shareholders 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.





**Fair
      Value of Financial Instruments**





Financial
      instruments consist of cash, accounts receivable, receivable for debt
      subscriptions, accounts payable, and certain of the assets of the discontinued
      operation. The fair value of these financial instruments approximates their
      carrying amounts due to their short-term nature.







**23**


**Income
      Taxes**





The
      Company accounts for income taxes in accordance with the liability method.
      Under
      the liability method, deferred assets and liabilities are recognized based
      upon
      anticipated future tax consequences attributable to differences between
      financial statement carrying amounts of assets and liabilities and their
      respective tax bases. The Company establishes a valuation allowance to the
      extent that it is more likely than not that deferred tax assets will not be
      recoverable against future taxable income.





**New
      Accounting Standards**





SFAS
      No.
      151, "Inventory Costs," is effective for fiscal years beginning after June
      15,
      2005. This statement amends the guidance in Accounting Research Bulletin ("ARB")
      No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for
      abnormal amounts of idle facility expense, freight, handling costs, and wasted
      material (spoilage). The adoption of SFAS 151 is expected to have no impact
      on the Company's financial statements.





SFAS No. 152,
      "Accounting for Real Estate Time-Sharing Transactions," is effective for fiscal
      years beginning after June 15, 2005. This statement amends
      SFAS No. 66, Accounting for Sales of Real Estate, to reference the
      financial accounting and reporting guidance for real estate time-sharing
      transactions that is provided in American Institute of Certified Public
      Accountants Statement of Position 04-2, Accounting for Real Estate Time-Sharing
      Transactions. The adoption of SFAS No. 152 is expected to have no
      impact on the Company's financial statements.





SFAS No. 123(R),
      "Share-Based Payment," replaces SFAS No. 123, "Accounting for Stock-Based
      Compensation," and supersedes APB Opinion No. 25, "Accounting for Stock
      Issued to Employees." This statement requires that the compensation cost
      relating to share-based payment transactions be recognized in the financial
      statements. The Company is required to apply this statement in the first interim
      period that begins after December 15, 2005. The adoption of
      SFAS No. 123(R) is expected to have no impact on the Company's
      financial statements.





SFAS No. 153,
      "Exchanges of Nonmonetary Assets" - an amendment of APB Opinion No. 29, is
      effective for fiscal years beginning after June 15, 2005. This
      statement addresses the measurement of exchange of nonmonetary assets and
      eliminates the exception from fair-value measurement for nonmonetary exchanges
      of similar productive assets in paragraph 21(b) of APB Opinion No. 29,
      "Accounting for Nonmonetary Transactions," and replaces it with an exception
      for
      exchanges that do not have commercial substance. The adoption of
      SFAS No. 153 is expected to have no impact on the Company's financial
      statements.





FIN
      No. 46(R) revised FIN No. 46, "Consolidation of Variable Interest
      Entities," requiring the consolidation by a business of variable interest
      entities in which it is the primary beneficiary. The adoption of FIN No. 46
      did not have an impact on the Company's financial statements.







**24**


The
      Emerging Issues Task Force ("EITF") reached consensus on Issue No. 03-1,
      "The Meaning of Other-Than-Temporary Impairment and Its Application to Certain
      Investments" ("EITF 03-1") which provides guidance on determining when an
      investment is considered impaired, whether that impairment is other than
      temporary and the measurement of an impairment loss. The FASB issued FSP EITF
      03-1-1, "Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, 'The
      Meaning of Other-Than-Temporary Impairment and Its Applications to Certain
      Investments'" ("FSP") which delays the effective date for the measurement and
      recognition criteria contained in EITF 03-1 until final application
      guidance is issued. The Company does not expect the adoption of this consensus
      or FSP to have a material impact on its financial statements.





The
      EITF
      reached a consensus on Issue No. 04-8, "The Effect of Contingently Convertible
      Debt on Diluted Earnings Per Share" ("EITF 04-8"), which addresses when the
      dilutive effect of contingently convertible debt instruments should be included
      in diluted earnings (loss) per share. EITF 04-8 is effective for reporting
      periods ending after December 15, 2004. The adoption of EITF 04-8 did
      not have an impact on diluted earnings (loss) per share.





**Use
      of Estimates**





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States requires management to make
      certain estimates and assumptions that directly affect the results of reported
      assets and liabilities and disclosure of contingent assets and liabilities
      as of
      the balance sheet date, and the reported amounts of revenues and expenses for
      the periods presented. Actual results could differ from these
      estimates.





**Note
      2. Restatement of Financial Statements**





In
      November 2004, the Company entered into an agreement to purchase the assets
      of
      Low Carb Centre, Inc. Low Carb Centre Bakery, Inc., and McNabb and Associates,
      Inc., (collectively, “Low Carb Centre”). In exchange for the assets acquired,
      the Company assumed certain debts of Low Carb Centre and issued 14,743,199
      common shares to shareholders of Low Carb Centre representing a controlling
      64.5
      percent interest in the Company.





The
      Company initially reported the acquisition of Low Carb Centre as a purchase
      of
      assets. These financial statements represent a restatement to account for the
      acquisition as a reverse purchase consistent SFAS No. 141 (see Note 3).





The
      Company initially reported its Statements of Operations and Statements of
      Stockholders’ Deficit for the seven months ended December 31, 2004 and for the
      Year Ended May 31, 2004. It has restated its Statements of Operations and
      Statements of Stockholders’ Deficit for the Year Ended December 31, 2004 and for
      the Period from February 6, 2003 (inception) to December 31, 2003 to include
      the
      activity of Low Carb Centre for those periods. The activity of the Company
      is
      included from the date of acquisition through December 31, 2004.







**25**




The
      following table presents the impact of the adjustments and restatements on
      a
      condensed basis:




**Statements
                  of Operations:**
              
              Previously
                  Reported
              As
                  Restated
              Previously
                  Reported
              As
                  RestatedFor
                  the Seven Months ended December 31, 2004
              For
                  the Year Ended December 31, 2004
              For
                  the Year Ended May 31, 2004
              For
                  the Period from February 6, 2003 (Inception) to December 31, 2003Revenue
              $67,414
              $733,175
              $
                  -
              $613,868Costs
                  and expenses
              2,011,547
              2,741,593
              -
              593,169Income
                  (loss) from operations
              (1,944,133)
              (2,008,418)
              -
              20,699Provision
                  for income taxes
              -
              -
              -
              (6,500)Minority
                  interest
              -
              -
              -
              (4,278)(Loss)
                  from operations of discontinued segment
              (501,843)
              (144,379)
              (1,578,390)
              -Net
                  income (loss)
              ($2,445,976)
              (2,152,797)
              ($1,578,390)
              9,921Net
                  income (loss) per share - continuing operations
              ($0.51)
              ($0.53)
              $0.00
              $0.04Net
                  income (loss) per share - discontinued operations
              ($0.13)
              ($0.04)
              ($4.06)
              $0.00**Balance
                  Sheet:**
              
              Previously
                  Reported
              As
                  RestatedAs
                  of December 31, 2004
              As
                  of December 31, 2004Current
                  assets
              $91,641
              $91,641Property
                  and Equipment
              81,994
              81,994Intangible
                  asset
              70,672
              -Total
                  assets
              $244,307
              $173,635Current
                  liabilities
              $360,564
              $360,582Common
                  stock issued and issuable common stock
              66
              64Additional
                  paid-in capital
              6,100,937
              1,976,075Accumulated
                  (deficit)
              (6,425,851)
              (2,180,349)Accumulated
                  other comprehensive income
              208,591
              17,263Total
                  stockholders' equity (deficit)
              (116,257)
              (186,947)Total
                  liabilities and stockholders' equity (deficit)
              $244,307
              $173,635





**26**





**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"). In consideration for the assets acquired,
      the
      Company assumed $221,962 of convertible promissory notes and agreed to issue
      14,743,199 shares (issuable common stock) of the Company's common stock to
      Low
      Carb Centre.





As
      a
      result of the issuance of shares to Low Carb Centre, the controlling
      shareholders of Low Carb Centre acquired 64.5 percent voting control of the
      Company by way of their investment in Low Carb Centre. Accordingly, consistent
      with SFAS No. 141, a reverse acquisition occurs if a company other than the
      legal acquirer is deemed to be the “accounting acquirer” in a business
      combination effected by the issuance of voting securities. In this regard,
      Low
      Carb Centre is considered the accounting acquirer and Vitasti, Inc. is
      considered the accounting target.





Subsequently,
      the shareholders of Low Carb Center accepted its share investment of 14,743,199
      issuable common stock in the Company in exchange for the redemption and
      cancellation of all of their shareholdings in Low Carb Centre.





The
      acquisition has been accounted for as a reverse purchase using the purchase
      method, and accordingly, for financial statement reporting purposes the net
      assets of Low Carb Centre have been included in the consolidated balance sheet
      at book values and the net assets of Vitasti, Inc. have been recorded at fair
      market value at the date of acquisition.





The
      cost
      of the acquisition is the estimated fair value of the net assets of Vitasti,
      Inc. acquired on November 23, 2004 and consisted of:


Cash
            
            $261Equipment
            
            89,667Product
                license
            
            49,880Options
                to purchase license
            
            115,365Accounts
                payable and accrued expenses
            
            (98,748)Due
                to stockholders for shares cancelled
            
            (39,686)Demand
                loan payable
            
            (26,805)Total
                acquisition cost
            
            $89,934





The
      excess of the net book value of assets acquired over the acquisition cost in
      the
      amount of $216,068 was allocated ratably against Product license and Options
      to
      purchase license on consolidation. (See Note 1 for Impairment of Intangible
      Assets).





The
      following unaudited pro forma financial information presents the operations
      of
      Low Carb Centre and Global Gulf Holdings, Inc. as if the acquisition had
      occurred as of the inception of Low Carb Centre, February 6, 2003. The December
      31, 2004 pro forma balance sheet is not presented because the audited balance
      sheet as of that date includes the assets and liabilities of both
      entities.





Low
                  CarbGlobal
                  Gulf
              CentreHoldings,
                  Inc.
              Date
                  of Inception
              Pro
                  Forma
              Pro
                  FormaYear
                  Ended
              (February
                  6, 2003) to
              Adjustments
              Year
                  EndedDecember
                  31, 2003
              December
                  31, 2003
              
              December
                  31, 2003Revenues
              $18,183
              $613,868
              $
                  -
              $632,051Interest
                  expense
              (18,863)
              -
              -
              (18,863)Net
                  income (loss)
              (822,555)
              9,921
              -
              (812,634)Loss
                  per share
              
              
              
              ($3.07)Weighted
                  average number of shares outstanding *
              
              
              
              265,119Global
                  Gulf
              Low
                  CarbHoldings,
                  Inc.
              Centre
              Pro
                  Forma
              Pro
                  FormaYear
                  Ended
              Year
                  Ended
              Adjustments
              Year
                  EndedDecember
                  31, 2004
              December
                  31, 2004
              
              December
                  31, 2004Revenues
              $12,422
              $733,175
              $
                  -
              $745,597Interest
                  expense
              (10,780)
              -
              -
              (10,780)Net
                  income (loss)
              (1,515,151)
              (2,120)
              -
              (1,517,271)Loss
                  per share
              
              
              
              ($4.02)Weighted
                  average number of shares outstanding *
              
              
              
              377,018*
                  Adjusted for 1:34 reverse split announced on December 9,
                  2004
  **27**








**Note
      4. Convertible Promissory Notes**





Prior
      to
      the purchase of the assets 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. For those notes that
      were
      Canadian-denominated, the share conversion was determined based on the exchange
      rate on the date of the issuance of debt. The convertible debt also included
      detachable warrants to purchase additional shares at a rate of one additional
      share for each four shares convertible. The warrants are exercisable at $0.15
      per share. Warrants to purchase a total of approximately 1,695,452 shares were
      outstanding in connection with this debt as of December 31, 2004. The warrants
      expire three years from November 30, 2004.





Following
      the closing of the purchase of the assets of Low Carb Centre, the recorded
      proceeds from the issuance of the debt were allocated on a pro-rata basis
      between the carrying amount of the notes and the amount attributable to the
      fair
      value of the related detachable warrants. The amount attributable to the
      warrants of $43,257 was recorded as a debt discount against the carrying value
      of the debt and is being amortized as interest expense using the effective
      interest method over the term of the debt.





**Note
      5. Stock-Based Compensation**





**Stock
      Options**





In
      2003,
      the Company adopted a fixed stock option plan that provides for the issuance
      of
      incentive and non-qualified stock options to officers, directors, employees
      and
      non-employees to acquire up to 5,000,000 shares of the Company's common stock.
      The Board of Directors determines the terms of the options granted, including
      the number of options granted, the exercise price and the vesting schedule.





**Stock
      Options Issued to Employees**





As
      discussed in Note 1, the Company continues to account for its employee
      stock-based awards using the intrinsic value method in accordance with
      APB No. 25, "Accounting for Stock Issued to Employees", and its
      related interpretations. Accordingly, no compensation expense will be recognized
      in the financial statements for employee stock arrangements, if the fair value
      of common stock at the measurement date is not greater than the option exercise
      price.





Proforma
      information regarding net loss and earnings per share is required by SFAS
      No. 123, and will be determined as if the Company had accounted for its
      employee stock options under the fair value method of that statement. The fair
      value for options will be estimated at the date of grant using a Black-Scholes
      option pricing model.





The
      Black-Scholes option valuation model was developed for use in estimating the
      fair value of traded options which have no vesting restrictions and are fully
      transferable. In addition, option valuation models require the input of highly
      subjective assumptions including the expected stock price volatility. Because
      the Company's employee stock options have characteristics significantly
      different from those of traded options, and because changes in the subjective
      input assumptions can materially affect the fair value estimate, in management's
      opinion, the existing models do not necessarily provide a reliable single
      measure of the fair value of its employee stock options.





**Stock
      Options Issued to Non-Employees**





On
      March
      1, 2004 and March 5, 2004, respectively, the Company granted options to purchase
      500,000 and 450,000 shares of the Company's common stock at a price of $0.04
      per
      share to consultants of the Company. The options vested immediately and have
      no
      expiration date. Stock options issued to non-employees are accounted for in
      accordance with the provisions of SFAS No. 123, "Accounting for Stock
      Based Compensation," using the fair value method. The fair value for these
      options was estimated at the date of grant using a Black-Scholes option pricing
      model with the following weighted-average assumptions: risk-free interest rate
      of 4.5%; dividend yield of 0%; volatility factors of the expected market price
      of the Company's stock of 130%; and an expected life of the options of
      1 year.




**28**


**Note
      6. Income Taxes**





The
      difference between the statutory federal tax rate and the tax provision of
      zero
      recorded by the Company is primarily due to the Company's full valuation
      allowance against its deferred tax assets.





Deferred
      income taxes arise from the temporary differences between financial statement
      and income tax recognition of net operating losses and asset impairment. Net
      operating loss carryovers may be limited under the Internal Revenue Code should
      a significant change in ownership occur.





At
      December 31, 2004, the Company had approximately $3,877,000 (expressed in U.S.
      dollars at December 31, 2004) of unused Canadian net operating loss
      carryforwards for Canadian income tax purposes, which begin to expire in the
      year 2008. A deferred tax asset has been offset by a full valuation allowance.
      The components of the Company's deferred tax assets and liabilities are as
      follows:





Deferred
                tax liability
            
            $-Deferred
                tax assets arising from:Net
                operating loss carryforwards
            
            1,318,000Asset
                impairment
            
            166,0001,484,000Valuation
                allowance
            
            (1,484,000)Net
                deferred taxes
            
            $-





The
      Company's ability to utilize net operating loss carryforwards is limited
      pursuant to the Tax Reform Act of 1986, due to cumulative changes in stock
      ownership in excess of 50% such that some net operating losses may never be
      utilized.





**Note
      7. Lease Commitments**





In
      connection with its purchase of the assets of Low Carb Centre, the Company
      assumed an agreement to lease office space for a five-year term commencing
      May 15, 2003, and an agreement to lease retail space for a three-year term
      commencing January 1, 2004. The future minimum lease payments (contractually
      in
      Canadian dollars, converted into U.S. dollars at the December 31, 2004, exchange
      rate) under these agreements are as follows for the years ending December
      31:





2005
            
            $60,2002006
            
            64,0002007
            
            67,3002008
            
            16,600





**Note
      8. Subsequent Events**





Subsequent
      to December 31, 2004, the Company issued 1,695,452 shares of common stock on
      conversion of convertible debt that was outstanding as of December 31, 2004.
      The
      Company also issued 610,000 shares for services.






**29**




**Item
      7.**  **Financial
      Statements**




The
      Consolidated Financial Statements and schedules that constitute Item 7 are
      attached at the end of this Annual Report on Form 10-KSB. An index to these
      Financial Statements and schedules is also included on page F-1 of this Annual
      Report on Form 10-KSB.




**Item
      8. Changes In And Disagreements With Accountants On Accounting And Financial
      Disclosure.**





Not
      applicable.




**Item
      8A. Controls & Procedures**




As
      of the
      end of the period covered by this report, the Company conducted an evaluation
      under the supervision and with the participation of the principal executive
      officer and principal financial officer, of the Company’s disclosure controls
      and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the
      principal executive officer and principal financial officer concluded that
      the
      Company’s disclosure controls and procedures are effective to ensure that
      information required to be disclosed by the Company in reports that it files
      or
      submits under the Exchange Act is recorded, processed, summarized and reported
      within the time periods specified in Securities and Exchange Commission rules
      and forms. There was no change in the Company’s internal controls over financial
      reporting during the Company’s most recently completed fiscal quarter that has
      materially affected, or is reasonably likely to materially affect, the Company’s
      internal control over financial reporting.




**Item
      8B. Other Information**




Not
      applicable.








**30**







**PART
      III**




**Item
      9. Directors, Executive Officers, Promoters And Control Persons; Compliance
      With
      Section 16(A) Of The Exchange Act.**





**Directors
      and Executive Officers**





**Tammy-Lynn
      McNabb (36)**





By
      way of
      educational background, Mrs. McNabb attended the British Columbia Institute
      of
      Technology from 1987-1990.  While there, Mrs. McNabb was enrolled in the
      Marketing Sales Management Program.





Presently,
      Mrs. McNabb has over 15 years of experience in Marketing and Sales.  As
      part of her experience, she was involved with Marketing for a large English
      Publication company for 4 years in Tokyo, Japan.  While in Japan, she
      capitalized on her stay by studying Japanese and earning a Level 4 Proficiency
      Certification. Moreover, Mrs. McNabb has specialized in various start-up
      companies, including high-tech and public relations firms.  During the tech
      boom in the 1990’s, Mrs. McNabb worked in management for a very successful
      start-up Internet Service Provider and used this experience to begin her journey
      into entrepreneurship.





In
      June
      1999, Mrs. McNabb began a public and investor relations firm tailored to serving
      publicly traded companies.    Mrs. McNabb’s keen sense of the
      public market has allowed tremendous success in both capital raising for under
      funded companies and overall media exposure.





Ultimately,
      Mrs. McNabb began another venture of her own, the Low-Carb Centre Inc. 
Low-Carb Centre was Canada’s first low carbohydrate retail wellness
      centre.  Additional retail locations and a bakery specializing in this
      market soon followed.  Mrs. McNabb is currently pursuing expansion on a
      global level of various health and wellness products for the ever booming Health
      Industry.  Recently, Mrs. McNabb was recognized for her efforts as an
      Entrepreneur in the Culinary Industry by the Forum for Women
      Entrepreneurs.





**Section
      16(a) Beneficial Ownership Reporting Compliances**




Section
      16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      requires the Company’s directors, executive officers and holders of more than
      10% of the Company’s common stock to file with the Securities and Exchange
      Commission initial reports of ownership and reports of changes in ownership
      of
      common stock and other equity securities of the Company. The Company believes
      that during the year ended December 31, 2004, its officers, directors and
      holders of more than 10% of the Company’s common stock complied with all Section
      16(a) filing requirements. This disclosure is based on a review of the forms
      submitted to the Company during, and with respect to, its fiscal year ended
      December 31, 2004.




**Code
      of Ethics**




The
      Company currently does not have a Code of Ethics that applies to the Company’s
      principal executive and financial officers. The Company plans to establish
      and
      adopt a code of ethics in the second quarter of the current fiscal
      year.




**Identification
      of Audit Committee; Audit Committee Financial Expert**




The
      Company currently does not have an audit committee and has not made a
      determination of whether there is a financial expert. The Company does not
      presently plan to establish an audit committee. However, if an audit committee
      is established, the Registrant will make the proper disclosures on From
      8-K.





**Item
      10.** **Executive
      Compensation.**





The
      following table sets forth certain summary information regarding compensation
      paid by the Company for services rendered during the year ended December 31,
      2004 and the fiscal year ended May 31, 2004, respectively, to the Company’s
      Chief Executive Officer and President during such periods.





**Summary
      Compensation Table**





Executive
      Compensation:





**Name
                and Position**
            **Year**
            **Annual
                Comp Salary**
            **Long
                Term Compensation Awards—Securities Underlying Stock
                Options**Tammy-Lynn
                McNabb, President, CEO, CFO & Chairwoman of the Board
            2004
            $120,000
            0Ford
                Sinclair, President, CEO, and Chairman of the Board
            2003-2004
            -
            -





There
      were no stock options granted or exercised by the named executive directors
      in
      2004.





**Employment
      Agreements**





The
      Registrant has no written employment agreements.




**Director
      Compensation**





Ms.
      McNabb has not received any compensation for her services to date, although
      the
      Company and Ms. McNabb entered into a verbal agreement under which Ms. McNabb
      is
      to receive $10,000 per month commencing in December, 2004. The Company has
      adopted no retirement, pension, profit sharing or other similar programs.





**31**


**Item
      11. Security Ownership of Beneficial Owners and Management and Related
      Stockholder Matters.**





The
      following table sets forth certain information regarding the beneficial
      ownership of the Company’s Common Stock as of the date of this report based on
      information available to the Company by (i) each person who is known by the
      Company to own more than 5% of the outstanding Common Stock based upon reports
      filed by such persons within the Securities and Exchange Commission; (ii) each
      of the Company’s directors; (iii) each of the Named Executive Officers; and (iv)
      all officers and directors of the Company as a group.





**Name
                and Address**
            **Shares
                Beneficially Owned (1) (2)**
            **Percent
                of Class**Tammy-Lynn
                McNabb
            11,268,600
            45.26Jeanne
                & Kenny Chow
            2,000,000
            8.03Ford
                Sinclair
            2,220,589
            8.92Thunderbird
                Global Corporation
            1,725,000
            6.93Luis
                Carrillo
            1,275,000
            5.12**TOTAL**
            **18,489,189**
            **74.26**





(1)
            A
                person is deemed to be the beneficial owner of securities that can
                be
                acquired by such person within 60 days from the date of the registration
                statement upon the exercise of options or warrants. Each beneficial
                owner's percentage ownership is determined by assuming that options
                or
                warrants that are held by such person and which are exercisable within
                60
                days of the date of this registration statement have been exercised.
                Unless otherwise indicated, the company believes that all persons
                named in
                the table have voting and investment power with respect to all shares
                of
                common stock beneficially owned by them.


(2)
            The
                shares referenced herein are as reflected in the records of the
                Registrant’s transfer agent on April 8,
                2005.





**Item
      12. Certain Relationships and Related Transactions.**





None.





**Item
      13. Exhibits and Reports on Form 8-K.**





(a)
      Exhibits.





EXHIBIT
                NUMBER
            DESCRIPTION
            LOCATION3.1
                - 3.2
            Articles
                of Incorporation and Bylaws
            Incorporated
                by reference to Exhibits No. 3.1-3.2 to the Company’s Form 8-K filed on
                December 2, 200431.1
            CEO
                Certification
            Filed
                herewith31.2
            CFO
                Certification
            Filed
                herewith32.1
            CEO
                and CFO Certification
            Filed
                herewith








(b)
      Reports on Form 8-K for the year ended December 31, 2004:





·
            On
                December 2, 2004, we filed a Form 8-K announcing that the LCC Transaction
                had closed, announcing the election of Tammy-Lynn McNabb as CEO,
                President
                and Director, announcing the filing of an Amended and Restated Certificate
                of Incorporation, Amended Bylaws and a reverse stock
                split.





·
            On
                October 14, 2004, we filed a Form 8-K advising of the execution of
                the LCC
                Transaction and transactions related
                thereto.





·
            On
                April 15, 2004, we filed a Form 8-K advising that the current business
                of
                the Company was no longer viable and that the Company had retained
                the
                services of Business Consulting Group Unlimited, Inc., in order to
                assist
                the Company in the development of a new strategic focus and resolution
                of
                debt incurred by the Company.








**Item
      14. Principal Accountant Fees And Services.**





**Audit
      Fees** .





During
      the year ended December 31, 2004, the aggregate fees billed or estimated to
      be
      billed to us for professional services rendered by Peterson Sullivan, PLLC,
      for
      the audit of our annual financial statements, review of financial statements
      included in our quarterly reports or services normally provided by our
      accountants in connection with statutory and regulatory filings or engagements
      were $22,210.





**Audit-Related
      Fees** .





During
      fiscal 2004 and fiscal 2003, there were no fees billed to us for any other
      products or services provided by Peterson Sullivan, PLLC, other than the
      services reported above.




**Tax
      Fees** .





During
      fiscal 2004 and fiscal 2003, there were no fees billed to us for any other
      products or services provided by Peterson Sullivan, PLLC, other than the
      services reported above.





**All
      Other Fees** .





During
      fiscal 2004 and fiscal 2003, there were no fees billed to us for any other
      products or services provided by Peterson Sullivan, PLLC, other than the
      services reported above.





**Pre-Approval
      Policies and Procedures** .





The
      Board
      of Directors is responsible for appointing, setting compensation, and overseeing
      the work of the independent auditor. The Board has no established policy
      regarding pre-approval of any audit or permissible non-audit services provided
      by the independent auditor.





**Audit
      Committee and Other Committees** .





As
      of
      December 31, 2004 our board of directors had not established an audit committee.
      We recognize that an audit committee, when established, will play a critical
      role in our financial reporting system by overseeing and monitoring management's
      and the independent auditors' participation in the financial reporting process.





Until
      such time as an audit committee has been established, the board of directors
      will continue to undertake those tasks normally associated with an audit
      committee to include, but not by way of limitation, the (i) review and
      discussion of the audited financial statements with management, and (ii)
      discussions with the independent auditors the matters required to be discussed
      by the Statement On Auditing Standards No. 61, as may be modified or
      supplemented.





**32**





**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.







DATED:
                March 21, 2006
            VITASTI,
                INC.
              (Registrant)
              
              
              
              By:
                /s/ Tammy-Lynn McNabbTammy-Lynn
                McNabb
              Director,
                CEO and CFO








**33**