**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





[
      X
      ]  Annual
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
      for the fiscal year ended December 31, 200 5 .





[
      ]  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)





Indicate
      by check mark whether the issuer (1) filed all reports required to be filed
      by
      Section 13 or 15(d) of the Exchange Act during the last 12 months (or for such
      shorter period that the registrant was required to file such reports), and
      (2)
      has been subject to such filing requirements for the past 90 days. **[
      ] Yes [ X ] No**





Indicate
      by check mark 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. **[ 
      ]**




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


**[  
      ]  Yes [ X ] No**





State
      issuer’s revenues for its most recent fiscal year.  $
      303,073 .00





State
      the
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold, or the average bid and asked price of such common equity, as of a
      specified date within the past 60 days: $0. 15 as of
      March 31, 2006 (rounded to the nearest penny)





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.





**Class**
            **Outstanding
                at March 31, 2006**Shares
                of common stock - USD$0.0000029 par value
            52,236,494





Documents
      incorporated by reference:


Form
      8-K
      filed on March 18, 2005


Form
      8-K
      filed on June 3, 2005


Form
      8-K
      filed on August 10, 2005


Form
      8-K
      filed on August 12, 2005


Form
      8-K
      filed on November 8, 2005


Form
      8-K
      filed on November 18, 2005


Form
      8-K
      filed on April 5, 4006


Form
      8-K
      filed on April 13, 2006





Transitional
      Small Business Disclosure Format (Check one): **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**








**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. ( 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. 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.





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 businesses 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 and for
      wholesale distribution .
      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 and for
      distribution of private label products .
      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 were converted (the “Conversion”) into common shares of the Registrant at USD $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 USD $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 $265,837.00





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.




**3**


**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.





**Change
      in Reporting Currency**





Effective
      January 1, 2005, the Company changed its reporting currency from the U.S.
      dollar to the Canadian dollar. The reason for this change was because a majority
      of the Company’s assets and operations are located in Canada. All amounts set
      forth in this filing are in Canadian Dollars, unless otherwise
      indicated.





**Risk
      Factors**





**Cautionary
      Statement on Forward-Looking Statements**





We
      have
      made and will make “forward-looking statements” within the meaning of
      Section 27A of the Securities Act of 1933 and Section 21E of the
      Securities Exchange Act of 1934 in our 2005 Annual Report, in this Annual Report
      on Form 10-K and in other contexts relating to future growth and
      profitability targets and strategies designed to increase total shareholder
      value. Forward-looking statements also include, but are not limited to,
      information regarding our future economic and financial condition, the plans
      and
      objectives of our management and our assumptions regarding our performance
      and
      these plans and objectives.





The
      Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for
      forward-looking statements to encourage companies to provide prospective
      information, so long as those statements are identified as forward-looking
      and
      are accompanied by meaningful cautionary statements identifying important
      factors that could cause actual results to differ materially from those
      discussed in the forward-looking statements. We desire to take advantage of
      the
“safe harbor” provisions of that Act.





Some
      forward-looking statements that we make in our 2005 Annual Report, in this
      Annual Report on Form 10-K and in other contexts represent challenging
      goals for our company, and the achievement of these goals is subject to a
      variety of risks and assumptions and numerous factors beyond our control.
      Important factors that could cause actual results to differ materially from
      the
      forward-looking statements we make are described below. All forward-looking
      statements attributable to us or persons working on our behalf are expressly
      qualified in their entirety by the following cautionary statements.





**Going
      Concern**





Our
      auditors have expressed doubts about our ability to continue as a going concern,
      which may result in the loss of your entire investment. In preparing our audited
      financial statements, our auditors have expressed doubts about our ability
      to
      continue as a going concern. If we discontinue operations, you will lose your
      entire investment.








Our
      business is capital intensive and will require additional financing which will
      result in dilution to existing shareholders which would in turn reduce the
      share
      price of earlier issued shares. Our operations are capital intensive and growth
      will consume a substantial portion of available working capital. We may require
      additional capital in order to fund our operations. We do not have any
      commitments for additional financing and there can be no assurance that such
      additional funding, if required, will be available, or if available, will be
      available upon favorable terms. With respect to our ability to obtain financing
      on favorable terms, we do not have significant assets to serve as loan
      collateral. Still further, we presently do not have a sufficient cash flow
      to
      qualify for reasonable debt financing. Insufficient funds may prevent us from
      implementing our business strategy. In the event we raise additional funds
      through the issuance of equity securities, dilution to the then existing
      stockholders will result and future investors may be granted rights superior
      to
      those of existing stockholders. Accordingly, such dilution would reduce the
      share price of the earlier issued shares.





**Possible
      Delisting**





The
      Company has been delinquent in its reporting requirements with respect to this
      Form 10-KSB for the year ended December 31, 2005, leading to an “E” being added
      to its symbol. Pursuant to NASD Rule 6530(e)(1), three delinquiencies during
      any
      two year period will result in delisting from the OTCBB by the NASD. Should
      the
      Company be delinquient two more times within such a two year period, the Company
      will be delisted.





**Lack
      of operations, positive cash flow and profitability may continue which will
      affect our ability to remain in business**





Since
      the
      inception of the Company, we have been unable to generate positive cash flow
      or
      profits in the industries in which we participate. If we do not generate
      positive cash flow and hence become profitable, we may not be able to remain
      in
      business.





**Uncertainty
      of commercial success may affect our ability to remain in business**





With
      respect to our revenue and profitability prospects, we may not be able to
      achieve commercial success with our products. Furthermore, the our industry
      is
      characterized by rapid change and growth. Accordingly, we may not be able to
      keep up with the pace of change or fund its growth. If we fail to achieve
      commercial success, we will continue to suffer net losses and we will have
      to go
      out of business.





**Competition
      may have an adverse effect on our business**





We
      are
      subject to competition from other companies that may try to emulate or compete
      with similar products or services. These competitors have been in the business
      longer than us and may have large executive and operating staffs. Our prospects
      may be adversely affected by competition from these companies. The introduction
      of similar or superior products by current or future competitors could have
      a
      material adverse effect on our business and financial condition.





**Dependence
      on management will affect our profitability**





Future
      success depends on the continued services of the Company’s Chief Executive
      Officer, President and Chief Operating Officer. The loss of any of their
      services would be detrimental and could have a material adverse effect on the
      business, financial condition and results of operations. Future success is
      also
      dependent on our ability to identify, hire, train and retain other qualified
      managerial and other employees. Competition for these individuals is intense
      and
      increasing. We may not be able to attract, assimilate, or retain qualified
      managerial personnel and our failure to do so could have a material adverse
      effect on the business, financial condition and results of operations.





**Dependence
      on proprietary technology and risks of third party infringement claims could
      adversely affect our business and results of
      operations**





Although
      we have received limited protection, our measures to protect our current
      proprietary rights may be inadequate to prevent misappropriation of such rights
      or that our competitors will not independently develop or patent technologies
      that are substantially equivalent to or superior to our technologies.
      Additionally, although we believe that our products and technologies do not
      infringe upon the proprietary rights of any third parties, that third parties
      may assert infringement claims against products and technologies that we
      license, or has the rights to use, from third parties. Any such claims, if
      proved, could materially and adversely affect our business and results of
      operations. In addition, though any such claims may ultimately prove to be
      without merit, the necessary management attention to, and legal costs associated
      with litigation or other resolution of such claims could materially and
      adversely affect our business and results of operations.





**The
      results of research and development efforts are uncertain and we may not be
      able
      to compete effectively in the marketplace**





We
      will
      need to make additional research and development expenditures to remain
      competitive. While we perform testing of new products, the products we are
      currently developing or may develop in the future may not be successful. If
      they
      are not successful, the resulting products may not achieve market acceptance
      and
      these products may not compete effectively with products of competitors
      currently in the market or introduced in the future. If we are unsuccessful
      in
      the marketplace, it may affect our ability to remain in business.





**4**


**Risks
      Relating to Our Common Stock**





Due
      to
      the fact that our common stock is listed on the NASD OTC Bulletin Board, there
      can be no assurance that a regular trading market for our common stock will
      ever
      be developed. As such, the investors must be able to bear the financial risk
      of
      losing their entire investment. Our common stock is listed on the NASD OTC
      Bulletin Board under the trading symbol “VITS.” From time to time, the Company’s
      trading activity is volitale and subject to rapid changes in both trading volume
      and trading price. Therefore, investors should realize that they may be unable
      to sell our common stock if they purchase it. Accordingly, investors must be
      able to bear the financial risk of losing their entire investment in our common
      stock.





**Lack
      of dividends may affect the value of your investment when compared to comparable
      stock, which does pay a dividend**





We
      have
      never paid a cash dividend on our common stock. We are not obligated to pay
      a
      dividend on our common stock and do not anticipate payment of any dividends
      for
      the foreseeable future. We anticipate retaining our earnings to finance our
      operations, growth, and expansion. The value of your stock may be reduced in
      that prospective buyers may prefer a stock which does pay a dividend.





**Potential
      volatility of stock price will affect the value of our common
      stock**





There
      can
      be no assurance that an active public trading market can be established or
      sustained. Furthermore, if a regular trading market for the common stock is
      established, the shares could be subject to significant fluctuations in response
      to operating results and other factors, many of which are not within our
      control. Accordingly, you may not be able to obtain a satisfactory price for
      your shares if you need to sell some or all of your shares at a time when the
      shares may be depressed.





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





Our
      administrative offices and research facilities are located in North Vancouver
      and Coquitlam, British Columbia Canada. We rent, on a monthly basis,
      approximately 2500 square feet of industrial space for $2,500 per month, and
      manufacturing space of approximately 1500 square feet for $1,920 per month.
      Collectively, all of the space we lease is utilized for retail sales, research
      and development, as offices and for production purposes. 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 2005**
            **HIGH
                BID**
            **LOW
                BID**First
                Quarter
            .71
            .16Second
                Quarter
            .195
            .07Third
                Quarter
            .12
            .045Fourth
                Quarter
            .078
            .017











**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





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), except for securities of companies that have tangible
      net
      assets in excess of $2,000,000 or average revenue of at least $6,000,000 for
      the
      previous three years. The Penny Stock Rule 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, 200 5 ,
      there
      were approximately 131 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.








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





On
      May 2,
      2006, the Company entered into a contract with Branalex, a consulting company,
      and as part of the terms of this contract the Company issued a warrant to
      acquire 1,500,000 shares of common stock to the consulting company as a portion
      of the compensation for services to be performed. The conversion price for
      the
      warrant is $.05 per share, and the warrant has been exercised. The Company
      relied on Section 4(2) of the Securities Act of 1933 as the basis for its
      exemption from registration of this issuance.





**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.





**6**


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 US $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 $265,837





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.





**Results
      of Operations for the** **year** **ended December 31, 200** **5** **as compared with the** **prior** **** **year
      ended December** **31,
      200** **4** .





We
      generated $303,073 in
      revenues during the year ended
      December 31, 200 5 versus
      $ 954,234 for
      the period
      ended December 31,
      200 4 .





**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 $2,787,062 during
      the year ended
      December 31, 200 5 (approximately $0.08
      loss per common share).





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





During
      200 5 and to
      date in 200 6 ,
      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”


·
            Successfully
                launched our line of Amazon Acai Berry Granolas currently for sale
                in
                various retail chains including Whole Foods
                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


·
            Developed
                a business model to pursue development of wind energy projects in
                China





As
      a
      result of the achievement of these milestones, and our marketing and business
      development efforts, which commenced prior to achieving these milestones, our
      strategies 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  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 products in the global market.





Our
      current focus in the alternative energy market will be a primary focus in our
      business moving forward for 2006. A significant portion of the capital currently
      available to us and future financings will be for the development and operation
      of wind farms in China.




Our
      cash
      requirements depend on numerous factors, including research
      and development
      activitie s. We
      expect to devote capital resources to continue our product
      development and expand
      manufacturing capacity. For
      wind
      energy projects, w e
      will
      examine 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 200 6 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.





**Liquidity
      and Capital Resources** .





At
      December 31, 200 5 ,
      we had $799 in
      cash
      and total current assets of $14,397
      and current liabilities of $271,109. W e
      may
      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.





**Change
      in Reporting Currency**





Effective
      January 1, 2005, the Company changed its reporting currency from the U.S.
      dollar to the Canadian dollar. The reason for this change was because a majority
      of the Company’s assets and operations are located in Canada. All amounts set
      forth in this filing are in Canadian Dollars, unless otherwise
      indicated.





**7**


**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 non-cancelable lease term as it became
      receivable according to the provisions of the lease.





**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.





**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.





**Long-Lived
      Assets**




In
      accordance with Financial Accounting Standards Board (“FASB”) Statement of
      Financial Accounting Standards (“SFAS”) No. 144, *“Accounting
      for the Impairment or Disposal of Long-Lived Assets”* ,
      the
      carrying value of intangible assets and other long-lived assets is reviewed
      on a
      regular basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the asset.
      Impairment losses, if any, are measured as the excess of the carrying amount
      of
      the asset over its estimated fair value.





During
      the year the Company abandoned its leased premises and sold office equipment.
      As
      a result, the Company recorded a loss on sale of its property and equipment
      of
      $66,157. As such, the estimated net realizable value of property and equipment
      on hand as of December 31, 2005 consisted of:





Furniture
                and fixtures
            
            $8,100Computer
                equipment
            
            2,500$10,600





Subsequent
      to December 31, 2005 year end, the Company sold its furniture and fixtures
      with
      a book value of $8,100 for cash proceeds of $4,800.





**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.





**8**


**VITASTI,
      INC.**


**Consolidated
      Financial Statements**


**For
      the Years Ended December 31, 2005 and 2004**











Reports
      of Independent Registered Public Accounting Firm F-1
      to
      F-2





Consolidated
      Balance Sheets F-3





Consolidated
      Statements of Operations F-4





Consolidated
      Statements of Cash Flows F-5





Consolidated
      Statement of Stockholders’ Deficit F-6





Notes
      to
      the Consolidated Financial Statements F-7













MANNING
      ELLIOTT LLP


CHARTERED
      ACCOUNTANTS




Report
      of Independent Registered Public Accounting Firm










To
      the
      Directors and Stockholders


Vitasti,
      Inc.





We
      have
      audited the accompanying consolidated balance sheet of Vitasti, Inc. as of
      December 31, 2005 and the related consolidated statements of operations, cash
      flows and stockholders' deficit for the year then ended. These consolidated
      financial statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audit.




We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. 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 audit provides 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. as of December
      31, 2005, and the results of its operations and its cash flows for the year
      then
      ended, in conformity with accounting principles generally accepted in the United
      States.





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 has a working capital deficiency and has incurred significant
      operating losses from operations. The Company will need additional equity/debt
      financing to sustain operations. These factors raise substantial doubt about
      the
      Company’s ability to continue as a going concern. Management’s plans in regard
      to these matters are also discussed in Note 1. The 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 statements of operations, cash flows, and stockholders’ deficit for
      the year ended December 31, 2004 have been restated to reflect a change in
      reporting currency.





MANNING
      ELLIOTT LLP





CHARTERED
      ACCOUNTANTS




Vancouver,
      Canada




May
      16,
      2006







**F
          -
          1**


PETERSON
      SULLIVAN PLLC


CERTIFIED
      PUBLIC
      ACCOUNTANTS




**REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 
 
 To
        the
        Board of Directors
 Vitasti,
        Inc.
 Vancouver,
        BC
 Canada
  We
        have
        audited the accompanying consolidated statements of operations, stockholders’
deficit, and cash flows for the year ended December 31, 2004, of Vitasti,
        Inc.
        and Subsidiary. 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 audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. 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
        audit provides a reasonable basis for our opinion.
 
 In
        our
        opinion, the consolidated financial statements referred to above present
        fairly,
        in all material respects, the results of Vitasti, Inc. and Subsidiary’s
        operations and their cash flows for the year ended December 31, 2004, in
        conformity with accounting principles generally accepted in the United
        States.
 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.
 
 
 /s/
        PETERSON SULLIVAN PLLC
 
 
 April
        11,
        2005
 Seattle,
        Washington


**F
          -
          2**


**VITASTI,
      INC.**




CONSOLIDATED
      BALANCE SHEET


As
      at
      December 31, 2005


(Expressed
      in Canadian Dollars)








ASSETSCurrent
                AssetsCash
            $
            799Accounts
                receivable
            
            9,473Inventory
            
            2,721Prepaid
                expenses
            
            1,404Total
                current assets
            
            14,397Property
                and equipment, net
            
            10,600Total
                Assets
            $
            24,997LIABILITIES
                AND STOCKHOLDERS' DEFICITCurrent
                LiabilitiesAccounts
                payable
            $
            85,483Due
                to shareholder
            
            185,626Total
                current liabilities
            
            271,109Contingencies
                and Commitments (Notes 1 and 9)Stockholders'
                DeficitPreferred
                stock, US$0.0001 par value, 5,000,000 shares authorized, no shares
                issued
                or outstanding
            
            -Common
                stock, US$0.0000029 par value, 100,000,000 shares authorized, 45,436,494
                shares issued and outstanding
            
            158Additional
                paid-in capital
            
            5,334,759Accumulated
                deficit
            
            (5,581,029)Total
                stockholders' deficit
            
            (246,112)Total
                liabilities and stockholder's deficit
            $
            24,997






See
      accompanying notes to the consolidated financial statements.


**F
          -
          3**


**VITASTI,
      INC.**




CONSOLIDATED
      STATEMENTS OF OPERATIONS


As
      at
      December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)








(Note
                2)2005
            
            2004Revenue
            $
            303,073
            $
            954,234Cost
                of sales
            
            161,784
            
            439,594Gross
                profit
            
            141,289
            
            514,640Operating
                expensesGeneral
                and administrative
            
            2,653,403
            
            3,029,637Impairment
                of leasehold improvements
            
            -
            
            57,652Total
                operating expenses
            
            2,653,403
            
            3,087,289Loss
                from continuing operations
            
            (2,512,114)
            
            (2,572,649)Other
                ExpenseLoss
                on settlement of debt
            
            (201,038)
            
            -Loss
                on sale of property and equipment
            
            (66,157)
            
            -Loss
                before discontinued operations
            
            (2,779,309)
            
            (2,572,649)Discontinued
                operationsLoss
                on disposal of assets of discontinued operations
            
            (7,753)
            
            -Loss
                from operations of discontinued segment
            
            -
            
            (186,012)Loss
                from discontinued operations
            
            (7,753)
            
            (186,012)Net
                loss
            $
            (2,787,062)
            $
            (2,758,661)Net
                loss per common share (basic and fully-diluted)Continuing
                operations
            $
            (0.08)
            $
            (0.68)Discontinued
                operations
            
            (0.00)
            
            (0.05)Net
                loss per common share
            $
            (0.08)
            $
            (0.73)Weighted
                average number of common shares outstanding
            
            29,648,000
            
            3,794,745




See
      accompanying notes to the consolidated
      financial statements.


**F
          -
          4**


**VITASTI,
      INC.**




CONSOLIDATED
      STATEMENTS CASH FLOWS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)





(Note 2)2005
            
            2004Cash
                flows from operating activities:Net
                loss
            $
            (2,787,062)
            $
            (2,758,661)Adjustment
                to reconcile net loss to net cash used in operating
                activities:Depreciation
                and amortization
            
            19,931
            
            25,264Impairment
                of leasehold improvements
            
            -
            
            57,652Issuance
                of common stock for services
            
            2,324,262
            
            2,395,833Loss
                on sale of discontinued operations
            
            7,753
            
            -Loss
                on sale of property and equipment
            
            66,157
            
            -Loss
                on settlement of debt
            
            201,038
            
            -Loss
                from discontinued operations
            
            -
            
            186,012Changes
                in operating assets and liabilities:Accounts
                receivable
            
            (6,687)
            
            8,222Inventory
            
            26,938
            
            32,882Prepaid
                expenses
            
            12,265
            
            14,937Bank
                overdraft
            
            (6,486)
            
            7,348Accounts
                payable and accrued expenses
            
            (28,093)
            
            (147,115)Net
                cash used in operating activities
            
            (169,984)
            
            (177,626)Cash
                flows from investing activities:Cash
                acquired in reverse merger
            
            -
            
            310Proceeds
                from sale of property and equipment
            
            2,000
            
            -Proceeds
                from sale of discontinued operation
            
            20,000
            
            -Purchase
                of property and equipment
            
            -
            
            (25,213)Net
                cash provided by (used in) investing activities
            
            22,000
            
            (24,903)Cash
                flows from financing activities:Advances
                from shareholder, net
            
            160,077
            
            31,059Issuance
                of convertible promissory notes, net
            
            -
            
            200,430Proceeds
                (repayment) of demand loan, net
            
            (31,904)
            
            354Proceeds
                from exercise of warrants
            
            5,840
            
            -Net
                cash provided by financing activities
            
            134,013
            
            231,843Net
                cash used in discontinued operations
            
            -
            
            (87,630)Change
                in cash during the year
            
            (13,971)
            
            (58,316)Cash
                and equivalents, beginning of year
            
            14,770
            
            73,086Cash
                and equivalents, end of year
            $
            799
            $
            14,770Supplemental
                Disclosures:Cash
                paid for interest
            $
            23,156
            $
            -Cash
                paid for income taxes
            $
            -
            $
            8,457Non-cash
                Investing and Financing Activities:Issuance
                of common shares to settle convertible promissory note
            
            265,837
            
            -Issuance
                of common shares to settle debt
            
            170,000Issuance
                of common shares for acquisition of Low-Carb Centre Inc.
            
            -
            
            116,644




See
      accompanying notes to the consolidated
      financial statements.


**F
          -
          5**


**VITASTI,
      INC.**





CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ DEFICIT


For
      the
      year ended December 31, 2005


(Expressed
      in Canadian Dollars)








AccumulatedPreferred
                Stock
            Common
                Stock
            Common
                Stock Issuable
            Additional
              Paid-in
              Capital
            Minority
                interest
            Accumulated
              Deficit
            Other
              Comprehensive
                Income
            Total#
                of
              shares
            Amount
            #
                of
              shares
            Amount
            #
                of
              shares
            AmountBalance
                December 31, 2003
            -
            $
                -
            793,566
            $  3
            -
            $
                -
            $    62,635
            $5,482
            $      12,713
            $  9,370
            $     90,203Common
                stock issued for acquisition of Low Carb Centre Inc.
            -
            -
            -
            -
            14,743,199
            52
            116,858
            -
            -
            -
            116,910Redemption
                of shares of Low Carb Centre Inc.
            -
            -
            -
            (3)
            -
            -
            (62,635)
            (5,482)
            (48,019)
            (9,370)
            (125,509)Common
                stock issued for services
            -
            
            7,323,235
            28
            -
            -
            2,395,805
            -
            -
            -
            2,395,833Issuance
                of warrants in connection with convertible debt
            -
            -
            -
            -
            -
            -
            56,235
            -
            -
            -
            56,235Net
                loss
            -
            -
            -
            -
            -
            -
            -
            -
            (2,758,661)
            22,121
            (2,736,540)Translation
                adjustment
            -
            -
            -
            -
            -
            -
            -
            -
            -
            (22,121)
            (22,121)Balance,
                December 31, 2004 (Note 2)
            -
            -
            8,116,801
            28
            14,743,199
            52
            2,568,898
            -
            (2,793,967)
            -
            (224,989)Issuance
                of common stock issuable
            
            -
            14,743,199
            52
            (14,743,199)
            (52)
            -
            -
            -
            -
            -Common
                stock issued for conversion of debt
            -
            -
            1,695,452
            5
            -
            -
            265,832
            -
            -
            -
            265,837Adjustment
                for fractional hares resulting from stock split
            -
            -
            156
            -
            -
            -
            -
            -
            -
            -
            -Common
                stock issued for settlement of debt
            -
            -
            250,000
            1
            -
            -
            169,999
            -
            -
            -
            170,000Common
                stock issued on exercise of warrants
            -
            -
            32,000
            1
            -
            -
            5,839
            -
            -
            -
            5,840Common
                stock issued for services
            -
            -
            20,598,886
            71
            -
            -
            2,324,191
            -
            -
            -
            2,324,262Net
                loss
            -
            -
            -
            -
            -
            -
            -
            -
            (2,787,062)
            -
            (2,787,062)Balance
                December 31, 2005
            -
            $
                -
            45,436,494
            $158
            -
            $
                -
            $5,334,759
            $      -
            $(5,581,029)
            $      -
            $  (246,112)


See
      accompanying notes to the consolidated
      financial statements.





**F
          -
          6**


**VITASTI,
        INC.**
 
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 For
        the
        years ended December 31, 2005 and 2004
 (Expressed
        in Canadian Dollars)




**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 3) 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 net loss of $2,787,062, has a working capital deficit of
      $256,712, and an accumulated deficit of $5,581,029 at December 31, 2005. The
      Company's ability to continue as a going concern is dependent upon the Company's
      obtaining additional financing and/or achieving a sustainable profitable level
      of operations. The consolidated financial statements do not include any
      adjustments that might result from the outcome of this uncertainty.





Management
      of the Company has undertaken steps as part of a plan with the goal of
      sustaining Company operations for the next twelve months and beyond. These
      steps
      include: (a) 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.





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





All
      of
      the assets of the discontinued segment were written down to net realizable
      value. Accordingly, an impairment loss on intangible assets of US$144,379 was
      included in the loss from discontinued operations for the year ended December
      31, 2004. Assets of the discontinued operation held for sale at
      December 31, 2004, consisted of golf equipment leased to a golf course
      through May 2006. The assets of the discontinued operation were sold for $20,000
      in April 2005 resulting in a loss on sale of assets of discontinued operations
      of $7,753.








**Basis
      of Presentation and Principles of Consolidation**





The
      accompanying consolidated financial statements include the accounts of Vitasti,
      Inc. and its wholly-owned subsidiary, Golflogix Systems Canada Inc. All of
      the
      operations of this subsidiary were discontinued and the company has ceased
      to
      exist in 2005. All intercompany accounts and transactions have been eliminated.
      The consolidated financial statements are expressed in Canadian dollars unless
      otherwise indicated. The Company’s fiscal year end is December 31.





**F
          -
          7**




**VITASTI,
        INC.**
 
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 For
        the
        years ended December 31, 2005 and 2004
 (Expressed
        in Canadian Dollars)





**Note
      1. Summary of Significant Accounting Policies (continued)**





**Cash**





Cash
      consists of checking accounts held at financial institutions in the United
      States and Canada. The Company considers all highly liquid instruments with
      a
      maturity of three months or less, at the time of issuance, to be cash
      equivalents.





**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, 2005, management believes no allowance for uncollectible accounts
      is necessary.





**Inventory/Cost
      of Sales**





Inventory
      consists of health 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.





**Property
      and Equipment**





Equipment
      is recorded at cost and is depreciated using the declining balance method over
      the estimated useful lives of the related asset. Maintenance and repairs are
      charged to expense as incurred. Significant renewals and betterments are
      capitalized.




**Long-Lived
      Assets**




In
      accordance with Financial Accounting Standards Board (“FASB”) Statement of
      Financial Accounting Standards (“SFAS”) No. 144, *“Accounting
      for the Impairment or Disposal of Long-Lived Assets”* ,
      the
      carrying value of intangible assets and other long-lived assets is reviewed
      on a
      regular basis for the existence of facts or circumstances that may suggest
      impairment. The Company recognizes impairment when the sum of the expected
      undiscounted future cash flows is less than the carrying amount of the asset.
      Impairment losses, if any, are measured as the excess of the carrying amount
      of
      the asset over its estimated fair value.





During
      the year the Company abandoned its leased premises and sold office equipment.
      As
      a result, the Company recorded a loss on sale of its property and equipment
      of
      $66,157. As such, the estimated net realizable value of property and equipment
      on hand as of December 31, 2005 consisted of:





Furniture
                and fixtures
            
            $8,100Computer
                equipment
            
            2,500$10,600





Subsequent
      to December 31, 2005 year end, the Company sold its furniture and fixtures
      with
      a book value of $8,100 for cash proceeds of $4,800.


**F
          -
          8**


**VITASTI,
        INC.**
 
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 For
        the
        years ended December 31, 2005 and 2004
 (Expressed
        in Canadian Dollars)





**Note
      1. Summary of Significant Accounting Policies (continued)**





**Foreign
      Currency Transactions**





The
      Company's functional and reporting currency is the Canadian Dollar. As discussed
      in Note 2, the Company changed its reporting currency from US Dollars to
      Canadian Dollars on January 1, 2005. Gains and losses arising on settlement
      of
      foreign currency denominated transactions are included in the determination
      of
      net income or loss. Foreign currency transactions are primarily undertaken
      in US
      Dollars.





**Revenue
      Recognition**




The
      Company recognizes revenue in accordance with Securities and Exchange Commission
      Staff Accounting Bulletin No. 104 (“SAB 104”), *“Revenue
      Recognition in Financial Statements”* .
      Revenue
      consists of the sale of products and is recognized only when the price is fixed
      or determinable, persuasive evidence of an arrangement exists, the product
      is
      shipped, and collectibility
      is reasonably assured .





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





**Advertising
      Expense**





The
      cost
      of advertising amounted to $7,684 (2004: $9,161) and is expensed as
      incurred.







**Basic
      and Diluted Net Income (Loss) Per Share**




The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      " *Earnings
      per Share* ".
      SFAS
      No. 128 requires presentation of both basic and diluted earnings per share
      (EPS)
      on the face of the income statement. Basic EPS is computed by dividing net
      income (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period. Diluted
      EPS gives effect to all dilutive potential common shares outstanding during
      the
      period using the treasury stock method and convertible preferred stock using
      the
      if-converted method. In computing diluted EPS, the average stock price for
      the
      period is used in determining the number of shares assumed to be purchased
      from
      the exercise of stock options or warrants. Diluted EPS excludes all dilutive
      potential shares if their effect is anti dilutive.





**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 in accordance with SFAS No. 123 “ *Accounting
      for Stock-Based Compensation* ”
(SFAS
      No. 123) 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, 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.


**F
          -
          9**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**Note
      1. Summary of Significant Accounting Policies (continued)**





**Fair
      Value of Financial Instruments**





Financial
      instruments consist of accounts receivable, bank overdraft, accounts payable,
      and due to shareholder. The fair value of these financial instruments
      approximates their carrying amounts due to their short-term nature.





**Income
      Taxes**





The
      Company accounts for income taxes in accordance with SFAS No. 109, “ *Accounting
      for Income Taxes* ”
(SFAS
      No. 109”). Under SFAS No. 109, 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. 123(R),
      " *Share-Based
      Payment* ,"
      replaces SFAS No. 123 and supersedes APB Opinion No. 25. 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 not
      expected to have a material 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 material impact on the Company's
      financial statements.








**F
          -
          10**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**Note
      1. Summary of Significant Accounting Policies (continued)**





**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.







**Comprehensive
      Loss**




SFAS
      No.
      130, *“Reporting
      Comprehensive Income,”* establishes standards for the reporting and display of comprehensive loss and
      its components in the financial statements. As at December 31, 2005 and 2004,
      the Company has no items that represent a comprehensive loss and, therefore,
      has
      not included a schedule of comprehensive loss in the financial statements.





**Reclassifications**





Certain
      reclassifications have been made to the prior year’s financial statements to
      conform to the current year’s presentation.


**F
          -
          11**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**Note
      2. Change in Reporting Currency**





Commencing
      January 1, 2005 the Company changed its reporting currency to the Canadian
      Dollar. The Company changed its reporting currency to the Canadian dollar to
      be
      consistent with its functional currency and due to significant operations and
      assets being located in Canada. Prior consolidated financial statements that
      had
      been reported in US dollars have been restated into Canadian dollars using
      the
      guidance of Statement of Financial Accounting Standards No. 52 (“SFAS 52”),
“Foreign Currency Translation”. By adopting the Canadian dollar as the Company’s
      reporting currency, the accumulated foreign currency translation adjustments
      were eliminated from the Company’s balance sheet. As a result of the change in
      reporting currency, at December 31, 2004, accumulated foreign currency
      translation adjustment of $22,121 (US$17,263) was eliminated.




**Consolidated
      Statement of Operations and Comprehensive Loss:**




Previously
                reported
              US
                Dollars
            
            Canadian
                DollarsDecember
                31,
              2004
            Translation
            December
                31,
              2004Revenue
            $  
                733,175
            1.301
            $   954,234Cost
                of sales
            337,757
            1.301
            439,594Gross
                profit
            395,418
            
            514,640Operating
                expensesGeneral
                and administrative
            2,355,984
            1.286
            3,029,637Impairment
                of leasehold improvements
            47,852
            1.204
            57,652Total
                operating expenses
            2,403,836
            
            3,087,289Loss
                from continuing operations
            (2,008,418)
            
            (2,572,649)Discontinued
                operationsLoss
                from operations of discontinued segment
            (144,379)
            1.288
            (186,012)Net
                loss
            (2,152,797)
            
            (2,758,661)Foreign
                currency translation adjustment
            9,951
            
            -Comprehensive
                loss
            $(2,142,846)
            
            (2,758,661)Net
                loss per common share (basic and fully-diluted)Continuing
                operations
            ($0.53)
            
            ($0.68)Discontinued
                operations
            ($0.04)
            
            ($0.05)Net
                loss per common share
            ($0.57)
            
            ($0.73)Weighted
                average number of common shares outstanding
            3,794,745
            
            3,794,745





**F
          -
          12**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**Note
      2. Change in Reporting Currency (continued)**




**Consolidated
      Statements of Cash Flow**


Previously
                reported
              US
                Dollars
            
            Canadian
                DollarsDecember
                31,
              2004
            Translation
            December
                31,
              2004Cash
                Flows from Operating Activities:Net
                loss
            $(2,152,797)
            1.281
            $(2,758,661)Adjustment
                to reconcile loss to net cash provided by (used in) continuing operating
                activities:Loss
                from discontinued operations
            144,379
            1.288
            186,012Depreciation
                and amortization
            19,419
            1.301
            25,264Impairment
                of leasehold improvements
            47,852
            1.205
            57,652Issuance
                of common stock for services and expenses
            1,842,948
            1.301
            2,395,833Changes
                in operating assets and liabilities, net of the effects of the reverse
                purchase:Accounts
                Receivable
            6,028
            1.364
            8,222Inventory
            24,107
            1.364
            32,882Prepaid
                expenses
            10,951
            1.364
            14,937Bank
                overdraft
            5,387
            1.364
            7,348Accounts
                payable and accrued expenses
            (107,862)
            1.364
            (147,115)Net
                cash used in continuing operating activities
            (159,588)
            
            (177,626)Cash
                Flows from Investing Activities:Cash
                acquired in reverse merger
            261
            1.187
            310Purchase
                of equipment
            (19,101)
            1.320
            (25,213)Foreign
                exchange effect on cash
            (1,663)
            -
            -Net
                cash used in investing activities
            (20,503)
            
            (24,903)Cash
                Flows from Financing Activities:Issuance
                of convertible promissory notes, net
            175,705
            1.141
            200,430Stockholder
                loan proceeds, net of repayments
            26,175
            1.187
            31,059Proceeds
                from demand loan, net
            298
            1.187
            354Net
                cash used in financing activities
            202,178
            
            231,843Net
                cash used in discontinued operations
            (66,386)
            1.320
            (87,630)Net
                change in cash
            (44,299)
            
            (58,316)Cash
                at the beginning of the period
            56,568
            1.292
            73,086Cash
                at the end of the period
            $12,269
            
            $14,770Supplemental
                Disclosures:Cash
                paid for income tax
            6,500
            1.301
            8,457Non-cash
                Investing and Financing ActivitiesIssuance
                of common shares for acquisition of Low Carb Centre Inc.
            89,934
            1.297
            116,644





**F
          -
          13**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**Note
      2. Change in Reporting Currency (continued)**





**Consolidated
      Statement of Stockholders' Deficit**





US
                Dollars
            
            Canadian
                DollarsDecember
                31, 2004
            Translation
            December
                31, 2004Common
                stock
            $21
            1.33
            $28Common
                stock issuable
            43
            1.21
            52Additional
                paid in capital
            1,976,075
            1.30
            2,568,898Accumulated
                deficit
            (2,180,349)
            1.28
            (2,793,967)Other
                comprehensive income
            17,263
            -
            -$  (186,947)
            
            $  (224,989)








**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 US$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. 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.





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. The acquisition was accounted for as a reverse
      purchase using the purchase method, and accordingly, for financial statement
      reporting purposes the net assets of Low Carb Centre were included in the prior
      years 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:





US
                DollarsCash
            
            $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





**F
          -
          14**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**Note
      3. Acquisition of Business (continued)**





The
      excess of the net book value of assets acquired over the acquisition cost in
      the
      amount of US$216,068 was allocated rateably against Product license and Options
      to purchase license on consolidation. The intangible assets had an indefinite
      useful life and are tested annually for impairment. Management determined these
      intangible assets were impaired because the golf operations were discontinued.
      Refer to Note 1 on discontinued operations.





The
      following unaudited pro forma financial information presents the operations
      of
      Low Carb Centre and Global Golf Holdings, Inc. as if the acquisition had
      occurred on January 1, 2004 (presented in US dollars).





Global
                Golf
              Holdings,
                Inc.
              Year
                Ended
              December
                31,
              2004
            Low
                Carb
              Centre
              Year
                Ended
              December
                31,
              2004
            Pro
                Forma
              Adjustments
            Pro
                Forma
              Year
                Ended
              December
                31,
              2004Revenues
            $12,422
            $733,175
            $-
            $745,597Interest
                expense
            (10,780)
            -
            -
            (10,780)Net
                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








**Note
      4. Convertible Promissory Notes and Warrants**





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 were convertible at the rate of US$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 423,863 detachable warrants to purchase additional shares at a rate
      of
      one additional share for each four shares converted, exercisable at US$0.15
      per
      share with an expiry date of November 30, 2007.





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 $51,445 was recorded as a debt discount against the carrying value
      of the convertible debt. The debt discount was eliminated upon conversion of
      the
      convertible debt into common stock during 2005.





During
      the year ended December 31, 2005, 32,000 warrants were exercised for cash
      proceeds of $5,840. As at December 31, 2005, 391,863 warrants were outstanding
      and are exercisable until November 30, 2007.


**F
          -
          15**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**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.





No
      stock
      options were issued to employees during the fiscal years ended December 31,
      2005
      and 2004.





**Stock
      Options Issued to Non-Employees**





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
      Company did not issue stock options to non-employees during the year ended
      December 31, 2005.





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.





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 US$0.04
      per share to consultants of the Company. The options vested immediately with
      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.








**F
          -
          16**


**VITASTI,
      INC.**





NOTES
      TO
      THE CONSOLIDATED FINANCIAL STATEMENTS


For
      the
      years ended December 31, 2005 and 2004


(Expressed
      in Canadian Dollars)


**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.





As
      at
      December 31, 2005, the Company had approximately $7,100,000 of unused Canadian
      net operating losses available for carry forward for Canadian income tax
      purposes which begin to expire in the year 2008. However, due to the reverse
      merger transaction, these losses are restricted and may only be applied toward
      future profits derived from activities which are all or substantially all the
      same as the activities which created the losses.





Current
      year net operating losses for Canadian income tax purposes are approximately
      $2,500,000 and will expire in 2015.





A
      deferred tax asset has been offset by a full valuation allowance. The components
      of the Company's deferred tax assets are as follows:





Deferred
                tax assets arising from:Net
                operating loss carry-forwards
            
            $2,310,000Restricted
                net operating loss carry-forwards
            
            199,0002,509,000Valuation
                allowance
            
            (2,509,000)Net
                deferred tax asset
            
            $-





The
      Company's ability to utilize net operating loss carry-forwards 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. Common Shares and Warrants**





The
      Company issued common stock during the year ended December 31, 2005 as
      follows:




a)
            The
                Company issued 1,695,452 common shares with a fair value of $0.12
                per
                share for the conversion of $265,837 of convertible promissory notes
                resulting in a loss on share issuance of
                $54,358.




b)
            The
                Company issued 250,000 common shares with a fair value of $0.68 in
                settlement of $23,220 of debt, resulting in a loss on issuance of
                shares
                of $146,680.




c)
            The
                Company issued 20,598,886 common shares to consultants for services
                provided to the Company with a fair value of
                $2,324,262.




d)
            The
                Company issued 32,000 common shares for the exercise of warrants
                for
                proceeds of $5,840.







**F
          -
          17**


**VITASTI,
        INC.**
 
 NOTES
        TO
        THE CONSOLIDATED FINANCIAL STATEMENTS
 For
        the
        years ended December 31, 2005 and 2004
 (Expressed
        in Canadian Dollars)




**Note
      7. Common Shares and Warrants (continued)**





Share
      Purchase Warrants





The
      following table summarizes the continuity of the Company’s
      warrants:





Number
                of
              Warrants
            
            Weighted
              Average
              Exercise
              Price
              (US
                Dollars)Balance,
                December 31, 2004
            
            423,863
            
            $
                0.15Issued
                during the year
            
            -
            
            $
                0.15Exercised
                during the year
            
            (32,000)
            
            $
                0.15Balance,
                December 31, 2005
            
            391,863
            
            $
                0.15Number
                of
              Warrants
            
            Expiry
                DateWarrants
                outstanding, December 31, 2005
            
            391,863
            
            November
                30, 2007








**Note
      8. Related Party Transactions and Balances**





a)
            During
                the year the Company issued 2,205,000 common shares for consulting
                services to related parties with a fair value of
                $208,574.





b)
            As
                at December 31, 2005 the balance due to a shareholder amounted to
                $185,626, without interest, with no stated terms of repayment and
                is
                payable on demand.








**Note
      9. Commitments**





At
      the
      end of December 2004, the Company had commitments of $208,100 for leased
      premises in which it operated. During 2005 the Company settled all lease
      agreements and was released from its long term commitments. The Company now
      rents its office facilities on a month-to-month basis.








**Note
      10. Subsequent Events**





a)
            Subsequent
                to December 31, 2005, the company issued 6,800,000 common shares
                in
                settlement of consulting fees.





b)
            On
                April 11, 2006 the Company signed an Asset Acquisition Agreement
                (“the
                Agreement”) to acquire 100% of the assets of an unrelated company. The
                Agreement is expected to close on or before May 22, 2006. Pursuant
                to the
                Agreement the Company is required to issue 11,000,000 restricted
                common
                shares of the Company.





c)
            On
                May 2, 2006, the Company entered into a contract with a consulting
                company
                and issued a warrant to acquire 1,500,000 shares of common stock
                at
                US$0.05 per share for services to be performed. The warrant was exercised
                for gross proceeds of $83,192
                (US$75,000).








**F
          -
          18**


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




The
      Consolidated Financial Statements and schedules that constitute Item 7 are
      included in 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 fiscal year ended December 31, 2005, the Company carried out an
      evaluation, under the supervision and with the participation of members of
      our
      management, including our Chief Executive Officer and Chief Financial Officer,
      of the effectiveness of the design and operation of our company's disclosure
      controls and procedures pursuant to Rule 13a-15(b) of the U.S. *Securities
      Exchange Act of 1934* (the
      "Exchange Act"). Based on this evaluation, our Chief Executive Officer and
      Chief
      Financial Officer concluded that, as of December 31, 2005, our disclosure
      controls and procedures, related to internal control over financial reporting
      and the recording of certain equity transactions, were not effective in light
      of
      the material weaknesses described below.






We
      were
      advised by Manning Elliott LLP, our independent auditors, that during their
      performance of audit procedures related to our consolidated financial statements
      for the fiscal period ended December 31, 2005, they identified "material
      weaknesses" in our internal controls as defined in Statement on Auditing
      Standards No. 60, "Communication of Internal Control Related Matters Noted
      in an Audit" ("SAS 60"). The material weaknesses are described
      below:






***Inadequate
      financial statement preparation and review procedures.*** We
      do not have adequate procedures and controls to ensure that accurate financial
      statements can be prepared and reviewed on a timely basis, including
      insufficient: a) review and supervision within the accounting and finance
      departments; b) underlying accurate data to ensure that balances are
      properly summarized and posted to the general ledger; and c) technical
      accounting resources. If we were not, or are not in future periods, successful
      in identifying these adjustments, our quarterly or annual financial statements
      could be materially misstated, which could require a restatement.






·
            We
                have begun to identify a list of key policies and procedures needed
                to
                improve our financial statement preparation and review
                process






·
            Significant
                transactions are reviewed and approved by a supervisor before recording
                in
                the accounting records and financial statements






·
            We
                have enhanced our internal procedures for journal entry recording
                and
                approvals on a timely basis and for efficient and accurate consolidations
                and reporting






·
            We
                have added to our review procedures on, and documentation of, our
                accounts, including the preparation of memoranda to support our
                significant judgments and estimates each
                quarter






***Inadequate
      controls over equity transactions.*** We
      do not have adequate review and supervision controls or sufficient supporting
      documentation of certain equity-related transactions to ensure that equity
      transactions are properly valued and recorded on a timely basis. As a result,
      adjustments in the equity accounts and financial statements could occur. If
      we
      were not, or are not in future periods, successful in identifying these
      adjustments, our quarterly or annual financial statements could be materially
      misstated, which could require a restatement.






·
            Significant
                transactions are reviewed and approved by senior management before
                recording in the accounting records and financial statements






***Inadequate
      entity level controls.*** We
      do not have effective entity level controls. These weaknesses
      include






(i)
            weaknesses
                in the risk assessment controls, including the lack of adequate mechanisms
                for anticipating and identifying financial reporting risks; and for
                reacting to changes in the operating environment that could have
                a
                potential effect on financial
                reporting;






(ii)
            weaknesses
                in monitoring controls, including the lack of adequate staffing and
                procedures to ensure periodic evaluations of internal controls to
                ensure
                that appropriate personnel regularly obtain evidence that controls
                are
                functioning effectively and that identified control deficiencies
                are
                timely remedied.






If
      we
      were not, or are not in future periods, successful in identifying these control
      weaknesses, our quarterly or annual financial statements could be materially
      misstated, which could require a restatement.






·
            To
                address the lack of adequate accounting and finance resources and
                lack of
                effective segregation of duties, we will implement an increased level
                of
                internal reviews and approvals. These procedures include review and
                approval by senior management of significant transactions with financial
                reporting risk.






***Inadequate
      segregation of duties.***We
      do not have adequate procedures and controls in place to ensure proper
      segregation of duties. As a result, adjustments in the financial statements
      could occur and not be prevented or detected by our controls in a timely manner.






·
            Refer
                to above section on inadequate entity level controls for planned
                response
                by senior management.






Our
      disclosure controls and procedures are designed to ensure that the information
      required to be disclosed in our reports filed under the Exchange Act is
      recorded, processed, summarized and reported within the time periods specified
      in the U.S. Securities and Exchange Commission's (the "SEC") rules and forms,
      and to reasonably assure that such information is accumulated and communicated
      to our management, including our Chief Executive Officer and Chief Financial
      Officer, as appropriate, to allow timely decisions regarding required
      disclosure. A control system, no matter how well conceived and operated, can
      provide only reasonable, not absolute, assurance that the objectives of the
      control system are met under all potential conditions, regardless of how remote,
      and may not prevent or detect all error and all fraud. Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within our company have been prevented or detected.






We
      continue to improve and refine our internal controls as an ongoing process.
      Other than as summarized above, there have been no changes in our internal
      controls over financial reporting or other factors that have materially
      affected, or are reasonably likely to materially affect, our internal controls.






The
      certifications of our principal executive officer and principal financial
      officer required in accordance with Section 302 of the Sarbanes-Oxley Act
      of 2002 are attached as exhibits to this Annual Report on Form 10-KSB. The
      disclosures set forth in this Item 8A contain information concerning
      (i) the evaluation of our disclosure controls and procedures, and changes
      in internal control over financial reporting, referred to in paragraph 4 of
      the certifications, and (ii) material weaknesses in the design or operation
      of our internal control over financial reporting, referred to in
      paragraph 5 of the certifications. Those certifications should be read in
      conjunction with this Item 8A for a more complete understanding of the matters
      covered by the certification




**Item
      8B. Other Information** **.**




Not
      applicable.




**9**


**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**





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.





**Patrick
      Higgins**





Patrick
      Higgins is the senior partner in the management firm of Higgins Cohn Brand
      Management (“HCBM”), a leading consumer products organization that provides
      strategic operations and sales execution services to consumer brands. HCBM
      assists businesses more effectively through brand development and market
      penetration.





Additionally,
      Mr. Higgins’ extensive experience in brand management within the health and
      wellness industry will be useful in his new role as Director of the
      Registrant.





HCBM
      specializes in complete management of the market for natural and specialty
      product manufacturers. They offer clients valuable capabilities including:
      customer service, logistics, warehousing, market research, media services,
      design services and sales coverage. The core strength of their team, combined
      with full-range capabilities, provides clients with the strong infrastructure
      necessary to compete in the natural and specialty product market.





HCBM's
      team, led by Patrick Higgins, consists of some of the most experienced people
      in
      the natural and specialty products industry.





**Shannon
      deDelley**





Mr.
      deDelley founded Windcor Power Systems (Windcor) located in Calgary, Alberta
      in
      2002. Since that time, he has served as Windcor’s President, and is directly
      responsible for making Windcor a top wind project developer.





Mr.
      deDelley has negotiated over two thousand megawatts for Windcor projects,
      bringing projects to the early stages of development. Presently, Windcor has
      ongoing projects in four Canadian provinces, the Hawaiian Islands and
      China.





Mr.
      deDelley assembled Windcor's team that includes developers, legal and financial
      professionals, investors and other key administrative personnel necessary to
      successfully execute projects.





Prior
      to
      founding Windcor Power Systems in 2002, Mr. deDelley draws on seventeen years
      of
      industrial / electrical construction experience having worked as an electrical
      /
      industrial supervisor at Shell and Syncrude oil refining systems in the Alberta
      Tar Sands. During this time, Mr. deDelley was responsible for building and
      overhauling electrical substations, co-generation facilities, and underground
      and overhead transmission supplies.





In
      2002,
      Mr. deDelley left the oil industry to form Windcor Power Systems.





**David
      Wing Yiu** **Cho**





David
      Wing Yiu Cho ,
      a
      resident of Hong Kong, earned his degree in Building Administration from the
      South Bank Polytechnic school in London, England in 1977.





Since
      2005, Mr. Cho has
      served as Marketing Director for Asia-Pac Securities Ltd. at their offices
      in
      Hong Kong.





From
      2001
      to 2005, Mr. Cho held
      the
      position of Responsible Officer at Hooray Securities Ltd. in their Hong Kong
      offices. Prior to that, between 1977 and 2001, Mr. Cho was
      the
      Dealing Director at On Wah United Securities Company Ltd., also located in
      Hong
      Kong.





Mr.
      CHO
      is a Professional Member of the Securities Association of China, and has served
      in this capacity since 2004.





Additionally,
      Mr. Cho is
      a
      member of the Hong Kong Stock Brokers Association, Hong Kong Securities
      Institute and Hong Kong Securities, memberships which he has all held for over
      8
      years.





**10**


**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, 200 5 ,
      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, 200 5 .




**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,
      200 5 ,
      respectively, to the Company’s Chief Executive Officer and President during such
      periods.





**Summary
      Compensation Table**





Executive
      Compensation:





**Name
                and Position**
            **Year**
            **Annual**
              **Comp****ensation**
              **Salary**
            **Long
                Term****C****ompensation
                Awards—Securities Underlying**
              **Stock
                Options**Tammy-Lynn
                McNabb, President, CEO, CFO & Chairwoman of the Board
            2005
              2004
            US$120,000
              US
                $120,000
            0
              0





There
      were no stock options granted or exercised by the named executive directors
      in
      200 5 .





**Employment
      Agreements**





The
      Registrant has no written employment agreements.




**Director
      Compensation**





We
      do not
      currently compensate directors in cash for any services provided as a
      director.





**11**


**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
            11,180,754
            24.60743%CEDE
                & CO.
            28,661,093
            63.07945%





(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
                sharesreferencedherein are asreflectedin
                the records of the Registrant’s transfer agent on December 31,
                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
            Certification
                of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.
            Filed
                herewith31.2
            Certification
                of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002.
            Filed
                herewith32.1
              
              32.2
            Certification
                Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
              Certification
                Pursuant to 18 U.S.C. Section
                1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
                of
                2002.
            Filed
                herewith
              
              Filed
                herewith





(b)
      Reports on Form 8-K for the year ended December 31, 200 5 :





·
            Form
                8-K filed on March 18, 2005;


·
            Form
                8-K filed on June 3, 2005;


·
            Form
                8-K filed on August 10, 2005;


·
            Form
                8-K filed on August 12, 2005;


·
            Form
                8-K filed on November 8, 2005; and


·
            Form
                8-k filed on November 18, 2005.





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





**Audit
      Fees** .





During the
      year
      ended December 31, 2005 ,
      the
      aggregate fees billed or estimated to be billed to us for professional services
      rendered by our
      former auditors 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 $39,907.00. No fees
      were billed during the year ended December 31, 2005 by our principle auditing
      firm of Manning Elliott, LLP.





**12**


**Audit-Related
      Fees** .





During
      fiscal 200 5 and
      fiscal 200 4 ,
      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 200 5 and
      fiscal 200 4 ,
      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 200 5 and
      fiscal 200 4 ,
      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, 200 5, 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.


**13**


**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.







DATE:May
                18, 2006
            VITASTI,
                INC.
              (Registrant)
              
              
              
              By:
                /s/ Tammy-Lynn McNabbTammy-Lynn
                McNabb
              Director,
                CEO and CFO