===============================================================================
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 --------------

                                   FORM 10-KSB
                                 --------------
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

                   For the fiscal year ended February 28, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

              For the transition period from ________ to _________


                            (Commission file number)
                                    000-31567

                                VITATONICS CORP.
                 (Name of small business issuer in its charter)
                                 --------------

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




 38 Thorn Oak, Dove Canyon, California                                    92679
(Address of principal executive offices)                             (Zip Code)

                                  949.589.8912
                           (Issuer's telephone number)



         Securities registered under Section 12(g) of the Exchange Act:
                          Common Stock, $.001 par value


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

       Check if there is no 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. [ ]

The registrant had no revenues during its fiscal year ended February 28, 2002.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

       State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The Registrant had 28,546,972
common shares issued and outstanding, as of February 28, 2002. The aggregate
market value of the common stock on that date held by non-affiliates was
approximately $1,300.00.


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

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                                VITATONICS CORP.

                                      Index

                                                                          Page
                                                                        -------
PART I.    BUSINESS INFORMATION
Item 1.    Description of Business.........................................3
Item 2.    Description of Property.........................................8
Item 3.    Legal Proceedings...............................................8
Item 4.    Submission of Matters to a Vote of Security Holders.............8

PART II.   OTHER INFORMATION
Item 5.    Market For Common Equity and Related Stockholder Matters........9
Item 6.    Management's Discussion and Analysis or Plan of Operation.......9
Item 7.    Financial Statements............................................11
Item 8.    Changes in and Disagreements with Accountants on
           Accounting and Financial Disclosure.............................22

PART III.  OTHER INFORMATION
Item 9.    Directors, Executive Officers, Promoters and Control
           Persons; Compliance with Section 16(a) of the Exchange Act......23
Item 10.   Executive Compensation..........................................23
Item 11.   Security Ownership of Certain Beneficial Owners and Management..23
Item 12.   Certain Relationships and Related Transactions..................24
Item 13.   Exhibits and Reports Form 8-K...................................24


SIGNATURES.................................................................26



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                                     PART I

Item 1.       Description of Business

Cautionary Information about Forward-Looking Statements

       This document contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. All
statements, other than statements of historical facts, included in or
incorporated by reference into this Form 10-KSB which address activities, events
or developments, which we expect, believe, or anticipate will or may occur in
the future are forward-looking statements. The words "believes," "intends,"
"expects," "anticipates," "projects," "estimates," "predicts" and similar
expressions are also intended to identify forward-looking statements. These
forward-looking statements include, among others, statements concerning:

       o   expectations,

       o   anticipations,

       o   beliefs,

       o   estimations,

       o   projections, and other similar matters that are not historical facts,
           including such matters as:

       o   future capital,

       o   repayment of debt,

       o   business strategies, and

       o   expansion and growth of business operations.


       These statements are based on certain assumptions and analyses made by
our management in light of our experience and our perception of historical
trends, current conditions and expected future developments as well as other
factors we believe are appropriate in the circumstances.


       These forward-looking statements are subject to risks and uncertainties,
including those associated with:

       o   the financial environment,

       o   general economic, market and business conditions,

       o   the regulatory environment,

       o   business opportunities that may be presented to and pursued by us,

       o   changes in laws or regulations

       o   availability of additional financing on favorable conditions, and

       o   other factors, many of which are beyond our control that could cause
           actual events or results to differ materially from those expressed or
           implied by the statements.

       The cautionary statements contained or referred to in this document
should be considered in connection with any subsequent written or oral
forward-looking statements that may be issued by us or persons acting on our
behalf. We undertake no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.

Development of our company. Our corporate history contains several mergers and
reincorporations. We were originally organized under the laws of the State of
Nevada on June 18, 1990 using the name CCC-Huntor Associates, Inc. and
reincorporated in Texas using the name Aster Buzbuilders, Inc. in June 1995.
Under a Plan of Reorganization and Merger dated May 14, 1996, Aster Buzbuilders,
Inc. was organized for the transaction of any and all lawful business for which
corporations may be incorporated under the Texas Business Corporation Act. It


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attempted to establish an Internet-based business by compiling a computer data
base for sellers of small private businesses which would allow Internet access
to such information by potential buyers. The company was not successful in
establishing this business and acquired all the capital stock of Vitatonics
Corp., a Nevada corporation which had been incorporated on February 21, 1995
using the name Fitonics Corporation and which had changed its name to Vitatonics
Corp. on March 10, 1995. Under the Plan of Reorganization and Merger, Vitatonics
Corp. became a wholly-owned subsidiary of Aster Buzbuilders, Inc. which, in
turn, issued 6,000,000 shares of its common stock to the shareholders of
Vitatonics Corp., which then dissolved. This reorganization was accounted for as
a recapitalization of Vitatonics Corp. for accounting purposes because its
shareholders controlled the company after the merger. Our sales and executive
offices are located at 38 Thorn Oak, Dove Canyon, California 92679 in our
president's residence. Our telephone number is (949)589.8912. Our financial
administrative offices were originally in Vancouver, Canada because our
co-founder, Sam Kalenuik, lived there. This administrative office was moved to
23456 South Pointe Drive, Lake Forest, California, our chief financial officer's
residence, in July, 1997, then to our president's residence in December, 1997.

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

In December, 1997, we ceased our production and packaging of vitamin products.
From December, 1997 through November, 1998, we generated some revenues from the
sale of our existing inventory. Other than selling our inventory, we have been
essentially inactive since December, 1997. When the existing inventory was sold
we discontinued any sales operations. Our subsequent activity has been the
continued development, by Mr. McCormick at his own expense, of potential new
products while we have sought a merger or joint venture partner or other source
of financing, such as the sale of our private equity or a loan from a private
party. Our Chief Financial Officer, George Farquhar, is a business consultant to
public and private companies and has been actively searching for a merger or
joint venture partner by informing his business contacts, including Vitatonics'
attorneys and public accountants, that Vitatonics is open to a merger or joint
venture with an operating company, subject to required Board of Directors and
shareholder approval.

Unfortunately, because we are currently inactive, have no revenues, and there is
no public market for our common stock, we have not been able to locate or
identify a suitable merger or joint venture partner. Until we are able to
attract a merger or joint venture partner, or obtain sufficient financing, our
present plan of operation for the next twelve months is to raise enough capital
through the sale of our common stock to pay legal and accounting expenses so
that we can stay current in our Exchange Act filing requirements.

Because we have no funds available, we are not currently spending any funds on
research and development of new products, nor have we spent any funds during the
last two years. However, Mr. McCormick has continued to revise and develop a
proposed product line of vitamin and supplement products based on the sales
trends in the industry. Because of Mr. McCormick's significant experience, we
believe that, if we can obtain sufficient working capital and research and
development funds, we could design, produce and distribute a successful product
line.

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

Industry Overview. Based on industry sources, including trade publications, we
believe that the retail market for vitamins and nutritional supplements in the
United States presently exceeds $7 billion annually, and that approximately 45%
of adults in the United States take some form of vitamin or nutritional
supplement. We believe that this market will continue to expand due to
increasing consumer awareness of the health benefits of vitamins and nutritional
supplements and the widely publicized reports of medical research findings
indicating a correlation between the consumption of micro-nutrients, such as
vitamin C and vitamin E (antioxidants) and reduced incidence of diseases such as
heart disease, cancer and stroke. However, there have been studies relating to
certain antioxidants with results which have been contrary to certain of the
favorable indications of other prior and subsequent studies. Also, as scientific
research to date is preliminary, there can be no assurance of future favorable
scientific results and media attention, or the absence of unfavorable or
inconsistent findings.


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We believe that the market for vitamins and other nutritional supplements will
continue to grow as the nation's demographics continue to shift towards a more
senior-aged population, who have a greater tendency to use vitamins on a regular
basis. Industry sources indicate that approximately 55% of Americans aged 50 and
over are regular vitamin users. It is anticipated that the 50 and over age group
will be the fastest growing segment of the United States population as the baby
boom generation continues to mature.

We do not have any employees. We do not currently have any employees because we
are using consultants and subcontractors to promote our business and for
accounting and legal services on an as-needed basis.

If we acquire sufficient financing, or a joint venture or merger partner, we
anticipate marketing vitamins and nutritional supplements, as we have done in
the past. We currently do not have any marketing agreements. We have utilized a
multi-level marketing system to market our vitamin products in the past.
Multi-level marketing is a system of selling in which you sign up other people
to assist you, and they, in turn, recruit others to help them. Some
entrepreneurs have built successful companies on this concept because the main
focus of their activities is their product and product sales. Herbalife, Inc., a
well-known vitamin and health supplement competitor of ours, is a good example
of a successful multi-level marketing system in the vitamin and supplement
industry. Multi-level marketing programs must comply with various state and
federal regulations. For example, in California network multi-level marketing
programs must comply with the provisions of the "SAMP Act", which is specified
by the provisions of Sections 1812.201 through 1812.221, inclusive, of the
California Civil Code. "SAMP" is an acronym for Seller Assisted Marketing Plan.
Other state and federal regulators, including the Federal Trade Commission, have
their own guidelines regarding the conduct of network marketing or multi-level
marketing programs.

Although we are not currently actively marketing our products, we believe that
we have complied, in the past, with all of the provisions of the various rules,
regulations and guidelines of the various regulators regarding multi-level
marketing of our products, and we believe our future multi-level marketing
activities, if any, can be conducted in compliance with all applicable state and
federal multi-level marketing guidelines.

The direct sales method features stocking and selling inventory through health
food and other retail outlets, or directly to the consumer over the Internet.

Competition. The vitamin industry is not dominated by a few companies but,
rather, by a wide range of competitors, from large, multi-national corporations
to small regional distributors. The vitamin industry has traditionally been
composed of at least four distinct levels: raw materials suppliers,
manufacturing companies, distributors, and retailers. The continued expansion of
the Internet and ecommerce has resulted in some disruption to this traditional
production and supply chain. Internet suppliers such as Mothernature.com,
Vitaminshoppe.com and Enutrition.com are directly supplying vitamins and health
supplements to a continually expanding customer base. Distributor Supernutrition
is promoting an Internet strategy to support vitamin retailers. Some vitamin and
supplement manufacturers, such as EAS and Omni Nutraceuticals are entering into
the distribution chain directly on the Internet.

In the United States alone, the vitamin and supplement industry is a
multi-billion dollar industry . We are competing with hundreds of companies that
have more money, employees, and other resources than we have. Most of these
competitors also have more experience in research and development of vitamin
products than we have, and better research and development facilities. Many of
these competitors also have their own manufacturing facilities. Our competitors
have more experience, may have more manufacturing efficiency, and greater sales
and marketing capabilities.

Market leaders in the vitamin and supplement industry have the advantage of
established brand names and consumer confidence. We currently have a weak
competitive position compared to these companies. Our competition includes:


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o    Health and natural product specialty retailers. This category is highly
     fragmented and includes local, regional and national chains, as well as
     catalog marketers and online retailers. One of the largest participants in
     this sector is General Nutritional Centers, which has retail outlets
     nationwide and a website to promote and sell its products. Another large
     competitor is NBTY, which sells exclusively private-label products through
     its Puritan's Pride and Nutrition Headquarters mail order catalogs and its
     Vitamin World retail stores. NBTY also sells through separate Vitamin World
     and Puritan's Pride websites. Rexall Sundown, a large manufacturer of
     vitamins, nutritional supplements and minerals, sells directly to consumers
     through both catalog and direct mail operations. Some of our competitors in
     this category focus exclusively on Internet sales, including websites such
     as www.MotherNature.com, and Vitaminshoppe.com.

o    Drugstores. This category is dominated by national chains, such as
     Walgreen's, CVS and RiteAid. Most national chains have a limited online
     presence, if any. Others have recently acquired an online presence, as CVS
     did when it acquired www.soma.com and RiteAid did when it invested in
     www.drugstore.com. Recent online entrants include www.drugstore.com and
     www.planetRx.com. These competitors currently offers a moderate selection
     of vitamins, nutritional supplements and minerals, focusing instead on
     prescriptions and over-the-counter products.

o    Supermarkets and grocery stores. This category includes traditional
     supermarkets, such as Safeway and Kroger, and natural-food markets, such as
     Whole Foods and Wild Oats. Some of these companies have entered the online
     market with a limited offering of vitamins, nutritional supplements and
     minerals. Online grocery stores, such as www.Peapod.com and
     www.netgrocer.com,also compete against us. This category generally offers a
     limited selection of vitamins, nutritional supplements and minerals and
     infrequent discounts.

o    Mass merchant retailers. This category is dominated by companies such as
     Wal-Mart, Kmart and Target, which have extensive retail locations but
     limited online presence. These chains offer attractive pricing on vitamins,
     nutritional supplements and minerals but have limited selection at retail
     stores and offer little product information. Many of our current and
     potential competitors have longer operating histories, larger customer
     bases, greater brand recognition and significantly greater financial,
     marketing and other resources than we do. Our competitors may develop
     products or services that are equal or superior to our solutions and may
     achieve greater market acceptance than we do. In addition, larger,
     well-established and well-financed entities may acquire, invest in or form
     joint ventures with online competitors or suppliers as the use of the
     Internet increases.

o    Private Label Industry. Sales of private label (that is, store brand)
     vitamins have grown significantly in chain drug stores and have become a
     key ingredient in the success of retailers. Store brand products offer
     lower priced alternatives to nationally advertised brand name products.
     From the retailer's standpoint, such products allow for lower retail
     pricing than national brands and yet provide retailers with higher profit
     margins. Industry analysts predict that private label's share of the
     overall market should grow significantly over the next 10 years. We will
     try to participate in this growth by re-introducing our private label
     brand. Our president, Daniel McCormick, has maintained his contacts in the
     vitamin distribution segment of the vitamin industry and he believes that
     we could re-enter the private label segment of this market quickly if we
     have funds sufficient to re-introduce and update our old product line of
     private label vitamins, which enjoyed considerable market acceptance at one
     time.

Source and Availability of Raw Materials. The principal raw materials that were
used in the manufacturing process for our vitamins are natural and synthetic
vitamins, purchased from manufacturers primarily in the United States. At such
time as we can afford to re-enter the vitamin industry, we are confident that
the raw materials necessary to produce vitamin products are readily available
from numerous sources and that we will not become dependent on any one supplier.
Our president, Daniel McCormick, has maintained his relationships with our
former raw material suppliers, who provided us with raw materials from 1995
through 1997.

We may be required to obtain licenses and consents. At some point in the future,
we may be required to obtain licenses or consents from government regulatory
agencies or from the producers or other holders of patents, copyrights or other
similar rights relating to our vitamin products or the technologies for
producing, packaging or distributing our vitamin products. If we were unable, if
so required, to obtain any necessary license or consent on terms which
management considers to be reasonable, we may be required to cease developing,
utilizing, or exploiting products affected by government regulation or by
patents, copyrights or similar rights. In we are challenged by a government
regulatory agency, or by the holders of patents, copyrights or other similar
rights, we might not have the financial or other resources to defend any
resulting legal action, which could be significant. We do not have any patents
on any products we have developed.


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We may rely on certain proprietary technologies, trade secrets, and know-how
that are not patentable. Although we may take steps to protect our unpatented
trade secrets and technology, in part through the use of confidentiality
agreements with our employees, consultants and subcontractors, there can be no
assurance that these agreements will not be breached or that our proprietary
trade secrets and know-how will not otherwise become known or be independently
developed or discovered by competitors. We do not currently have any contracts
with employees, consultants or subcontractors but, when we enter into such
contracts, we anticipate including confidentiality clauses in those contracts to
prohibit those persons or businesses from discussing any of our products,
ingredients used in our products, or our manufacturing processes.

We are subject to government regulation. We do not presently require any
government approvals to promote vitamin products, but that could change. The
Food and Drug Administration, or FDA, administers the Dietary Supplement Health
and Education Act of 1994. This law amended the Federal Food, Drug, and Cosmetic
Act to define the term "dietary supplement" and establish a regulatory framework
for dietary supplements. In doing so, Congress made 15 significant findings that
emphasize the importance of diet and nutrition, including dietary supplement
use, in promoting health and reducing the risk of disease. This law provides for
broad access to dietary supplements for consumers and also recognizes that there
is a need for a rational regulatory framework that provides FDA authority to
remove from the market products that pose a "significant or unreasonable" risk
to consumers or that are otherwise adulterated and to require that labeling for
dietary supplements be accurate.
Congress defined "dietary supplement" to mean products that are intended to
supplement the diet that contain one or more of certain dietary ingredients,
such as:

   [ ]   a vitamin or a mineral,

   [ ]   an herb or other botanical,

   [ ]   an amino acid,

   [ ]   a dietary substance for use by man to supplement the diet by increasing
         the total dietary intake, or

   [ ]   a concentrate, metabolite, constituent, extract, or

   [ ]   combination of the preceding ingredients.

As of March 23, 1999, all dietary supplements must bear nutrition information
entitled "Supplement Facts." This labeling is similar to nutrition content
labeling for conventional foods but is tailored to the special characteristics
of dietary supplements.


Dietary supplements containing these ingredients are permitted to be freely
marketed, just like regular foods. If a supplement contains a new dietary
ingredient that has not been in the food supply, however, Congress required the
manufacturer to notify FDA at least 75 days before marketing, and to include in
the notification the manufacturer's basis for its conclusion that a dietary
supplement containing the ingredient will reasonably be expected to be safe.
There is no requirement that we wait for a safety determination from FDA before
marketing any of our proposed vitamin products.


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Reports to Security Holders. We have filed all of our delinquent quarterly
reports, and a delinquent annual report, with the Securities and Exchange
Commission ("SEC") and we will continue to file quarterly reports, an annual
report, and periodic reports providing the public with current material
information about us and our operations. The public may read and copy any
materials filed with the SEC at the SEC's Public Reference Room at 450 Fifth
Street N.W., Washington, D.C. 20549. The public may also obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov. We don't have an
Internet address.

Item 2.       Description of Property

Property held by the company. We do not currently own any real property. Our
principal sales and executive offices are provided to us, at no charge, by
Daniel McCormick, our president, and they are located in his residence. Mr.
McCormick also provides us with the use of home office computer and related
equipment. We define cash equivalents as all highly liquid investments with a
maturity of 3 months or less when purchased. We currently have no available cash
or cash equivalents. We do not presently own any interests in real estate or any
inventory or equipment.

Item 3.       Legal Proceedings

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

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

       No matters were submitted for a vote of Security Holders during the year
ended February 28, 2002.



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                                     PART II

Item 5.       Market For Common Equity and Related Stockholder Matters

As of February 28, 2002, there were 28,546,972 shares of our common stock issued
and outstanding. There have been no cash dividends declared on the common stock
since the company's inception and our current inactivity is likely to prevent us
from declaring any dividends until we generate revenues. Dividends are declared
at the sole discretion of the board of directors. There is no public trading
market for our common stock. We have approximately 80 shareholders.

Although we participate on the OTC Bulletin Board, because of our inactivity we
have virtually no trading volume and no public market. Our last recorded trade
was at January 15, 2002 at $.0001 per share. Our 52-week range of bid and ask
prices is essentially $0.00, rounded off to the nearest cent.

Penny Stock Regulation. The Securities and Exchange Commission has adopted 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 such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a
standardized risk disclosure document which specifies information about penny
stocks and the nature and significance of risks of the penny stock market. The
broker-dealer also must provide the customer with 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. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
those rules the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. If any of our securities
become subject to the penny stock rules, holders of those securities may have
difficulty selling those securities.

Sales of Unregistered Securities

There have been no sales of unregistered securities within the last three (3)
years which would be required to be disclosed pursuant to Item 701 of Regulation
S-B except as follows:

During the year ended February 28, 1999, 3,300,000 shares of our common stock,
which had been issued to Sam Kalenuik, one of our original vitamin business
founders, were canceled by the company pursuant to an agreement we had with Mr.
Kalenuik in 1997. Our stock transfer agent had neglected to cancel those shares
in 1997 and they were not canceled until early in 1999.

On December 17, 2001, the Company issued 1,750,000 shares of common stock to a
related party for the conversion of $214,741 of debt to equity. The shares were
valued by the Company at $0.12 per share which represented the value of the debt
being converted.

On January 28, 2002, the Company issued 1,000,000 shares of common stock to
related parties for the conversion of $1,000 of debt to equity. The shares were
valued by the company at $0.001 per share which represents the fair value of the
common stock being issued.

On February 1, 2002, the Company issued 15,900,000 shares of common stock, of
which 10,500,000 were to related parties, for services. The shares were valued
by the Company at $0.001 per share which represents the fair value of the common
stock being issued.


Item 6.      Management's Discussion and Analysis of Financial Condition and
Results of Operations or Plan of Operation



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Results of Operations: Our operations from the end of our last fiscal year,
February 29, 2001, through the end of this fiscal year ended February 28, 2002,
have been minimal, and consisted of the preparation of financial statements and
quarterly reports. We also prepared and filed a delinquent Annual Report on Form
10-KSB for the year ended February 29, 2001. Our officers have continued to
monitor the vitamin industry and analyze trends and new products, while
designing potential new vitamin products and supplements which our management
believes could be commercially successful. We have not paid our officers any
compensation for these activities. We have no funds presently available for
research and development activities and have not spent any funds on research and
development activities in the last year.

There is substantial doubt about our viability as a going concern. We are
currently inactive and are classified as a "dormant enterprise" because we are
not currently undertaking development stage activities. Because we are not
generating any revenues from the sale or licensing of our products, our only
external source of liquidity is the sale of our capital stock. Moreover, because
we are currently classified as a "dormant" entity, have no revenues, and have
incurred significant losses, there is substantial doubt about our ability to
continue as a going concern. The losses incurred have resulted in an accumulated
deficit of $898,343 at February 28, 2002, which raises substantial doubt about
our ability to continue as a going concern. It is the intent of management to
seek a merger with an existing operating company.
Liquidity and capital resources. We currently have no cash available and will
need to raise additional funds to continue satisfying our reporting obligations
and to re-introduce our vitamin product line and develop new product lines. For
the fiscal year ended February 28, 2002, we had no revenues. We had no assets
and total liabilities of $102,692. Our general and administrative expenses for
the year ended February 28, 2002 was $28,953, a significant increase from the
fiscal year ended February 29, 2001, in which such expenses totaled $3,664. The
increase was due to our having to file delinquent quarterly reports and a
delinquent annual report to become current in our reporting obligations, which
required significant management time and the incurrence of professional fees. We
also had interest expense of $8,546 on overdue promissory notes.

Extinguishment of Debt. The Company had a total of $128,213 of accounts payable,
a note payable and accrued interest which had been outstanding longer than four
years. According to the Company's legal counsel, the California Code of Civil
Procedure Section 337, states that an action upon any contract obligation or
liability founded upon an instrument in writing must be brought within four
years of such a written agreement. As of February 28, 2002, no such actions to
enforce payment of the obligations have been filed. Accordingly, the amounts
have been written off and a gain on extinguishments of debt has been recorded.

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



                                       10
<PAGE>


Item 7.       Financial Statements

Please see accompanying Index to Financial Statements commencing on page 12









                                VITATONICS CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                February 28, 2002






                                       11
<PAGE>







                                 C O N T E N T S


Independent Auditors' Report................................................ 13

Balance Sheet............................................................... 14

Statements of Operations.................................................... 15

Statements of Stockholders' Equity (Deficit)................................ 16

Statements of Cash Flows.................................................... 17

Notes to the Financial Statements........................................... 18



                                       12
<PAGE>





                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------

To the Board of Directors and Stockholders of
Vitatonics Corp.
(A Development Stage Company)
Aliso Viejo, California

We have audited the accompanying balance sheet of Vitatonics Corp. (a
development stage company) as of February 28, 2002, and the related statements
of operations, stockholders' equity (deficit), and cash flows for the years
ended February 28, 2002 and February 28, 2001. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vitatonics Corp. (a development
stage company) as of February 28, 2002, and the results of its operations and
its cash flows for the years ended February 28, 2002 and February 28, 2001 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company currently has minimal operations and a deficit
in stockholders' equity which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.



HJ Associates & Consultants, LLP
Salt Lake City, Utah
May 6, 2002


                                       13
<PAGE>


                                VITATONICS CORP.
                          (A Development Stage Company)
                                  Balance Sheet



                                     ASSETS
                                     ------
                                                                    February 28,
                                                                       2002
                                                                   ------------
CURRENT ASSETS

   Cash                                                            $          -
                                                                   ------------
     Total Current Assets                                                     -
                                                                   ------------
     TOTAL ASSETS                                                  $          -
                                                                   ============

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

CURRENT LIABILITIES

   Accounts payable                                                $     11,493
   Accounts payable - related                                            32,841
   Accrued expenses                                                         100
   Accrued interest                                                      13,258
   Notes payable - related parties (Note 3)                              45,000
                                                                   ------------
     Total Current Liabilities                                          102,692
                                                                   ------------
     Total Liabilities                                                  102,692
                                                                   ------------
STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, par value $0.001; authorized
     50,000,000 shares; 28,546,972 shares issued
     and outstanding                                                     28,547
   Additional paid-in capital                                           767,104
   Deficit accumulated prior to the development stage                  (989,057)
   Retained earnings during the development stage                        90,714
                                                                   ------------
     Total Stockholders' Equity (Deficit)                              (102,692)
                                                                   ------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          $          -
                                                                   ============



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


                                       14
<PAGE>


                                VITATONICS CORP.
                          (A Development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
        <S>                                            <C>              <C>                 <C>
                                                                                           From
                                                                                         Inception
                                                                                          Of the
                                                                                        Development
                                                                                         Stage on
                                                           For the Years Ended           March 1,
                                                              February 28,              2001 through
                                                   ---------------------------------    February 28,
                                                        2002             2001              2002
                                                   ---------------   ---------------  ----------------
REVENUES                                           $             -   $             -  $              -

EXPENSES

   General and administrative                               28,953             3,664            28,953
                                                   ---------------   ---------------  ----------------
     Total Expenses                                         28,953             3,664            28,953
                                                   ---------------   ---------------  ----------------
LOSS FROM OPERATIONS                                       (28,953)           (3,664)          (28,953)
                                                   ---------------   ---------------  ----------------
OTHER (EXPENSE)

   Interest expense                                         (8,546)          (10,795)           (8,546)
                                                   ---------------   ---------------  ----------------
     Total Other (Expense)                                  (8,546)          (10,795)           (8,546)
                                                   ---------------   ---------------  ----------------
LOSS BEFORE INCOME TAX AND
 EXTRAORDINARY ITEM                                        (37,499)          (14,459)          (37,499)

   Income taxes                                                  -                 -                 -
                                                   ---------------   ---------------  ----------------
LOSS BEFORE EXTRAORDINARY ITEM                             (37,499)          (14,459)          (37,499)

   Gain on extinguishments of debt (Note 1)                128,213                 -           128,213
                                                   ---------------   ---------------  ----------------
NET INCOME (LOSS)                                  $        90,714   $       (14,459) $         90,714
                                                   ===============   ===============  ================
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                     11,508,068         9,896,972
                                                   ===============   ===============
</TABLE>





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

                                       15
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)


<TABLE>
<CAPTION>
           <S>                                     <C>               <C>               <C>               <C>
                                                         Common                     Additional
                                             ---------------------------------        Paid-in        Accumulated
                                                  Shares            Amount           Capital           Deficit
                                             ----------------  ---------------   ----------------  ----------------
Balance, February 28, 1999                          9,896,972  $         9,897   $        550,819  $      (952,519)

Net loss for the year ended
 February 29, 2000                                          -                -                  -          (22,079)
                                             ----------------  ---------------   ----------------  ---------------
Balance, February 29, 2000                          9,896,972            9,897            550,819         (974,598)

Capital contributed for expenses                            -                -              3,294                -

Net loss for the year ended
 February 28, 2001                                          -                -                  -          (14,459)
                                             ----------------  ---------------   ----------------  ---------------
Balance, February 28, 2001                          9,896,972            9,897            554,113         (989,057)

Common stock issued in lieu of
 debt at $0.123 per share                           1,750,000            1,750            212,991                -

Common stock issued in lieu of
 debt at $0.001 per share                           1,000,000            1,000                  -                -

Common stock issued for services
 at $0.001 per share                               15,900,000           15,900                  -                -

Net income for the year ended
 February 28, 2002                                          -                -                  -           90,714
                                             ----------------  ---------------   ----------------  ---------------
Balance, February 28, 2002                         28,546,972  $        28,547   $        767,104  $      (898,343)
                                             ================  ===============   ================  ===============
Deficit accumulated prior to the development stage                                                 $      (989,057)
Retained earnings during the development stage                                                              90,714
                                                                                                   ---------------
                                                                                                   $      (898,343)
                                                                                                   ===============
</TABLE>




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

                                       16
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
          <S>                                                        <C>               <C>             <C>
                                                                                                       From
                                                                                                     Inception
                                                                                                      Of the
                                                                                                    Development
                                                                                                     Stage on
                                                                                                     March 1,
                                                                       For the Years Ended         2001 through
                                                                          February 28,              February 28,
                                                               ---------------------------------  ----------------
                                                                    2002             2001               2002
                                                               ---------------   ---------------  ----------------

CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                           $        90,714   $       (14,459) $         90,714
   Adjustments to reconcile loss from operations
    to net cash used by operating activities:
     Extraordinary gain                                               (128,213)                -          (128,213)
     Common stock issued for services                                   15,900                  -           15,900
   Changes in assets and liabilities:
     Increase in accrued interest                                        8,547            10,795             8,547
     Increase in accounts payable and
      accounts payable - related party                                  12,952               370                 -
     Increase (decrease) in accrued expenses                               100                 -                 -
                                                               ---------------   ---------------  ----------------
       Net Cash (Used by) Operating Activities                               -            (3,294)                -
                                                               ---------------   ---------------  ----------------
CASH FLOWS FROM INVESTING ACTIVITIES                                         -                 -                 -
                                                               ---------------   ---------------  ----------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Capital contributed for expenses                                          -             3,294                 -
                                                               ---------------   ---------------  ----------------
       Net Cash Provided Financing Activities                                -             3,294                 -
                                                               ---------------   ---------------  ----------------
NET DECREASE  IN CASH                                                        -                 -                 -

CASH AT BEGINNING OF PERIOD                                                  -                 -                 -
                                                               ---------------   ---------------  ----------------
CASH AT END OF PERIOD                                          $             -   $             -  $              -
                                                               ===============   ===============  ================
SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for:

     Interest                                                  $             -   $             -  $              -
     Income taxes                                              $             -   $             -  $              -

NON-CASH FINANCING AND INVESTING ACTIVITIES:

     Common stock issued in lieu of debt                       $       215,741   $             -  $        215,741
     Common stock issued for services                          $        15,900   $             -  $         15,900
</TABLE>





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

                                       17
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           February 28, 2002 and 2001


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

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

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

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

              The Company was in the business of formulating high quality
              vitamin products which it sold using a multi-level marketing
              system. At February 28, 1998, however, the Company was essentially
              inactive. The Company was classified as a "dormant enterprise" due
              to the fact that the Company was inactive and not currently
              undertaking development stage activities. The Company was
              reclassified as a development stage company on March 1, 2001.

              b.  Accounting Method

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

              c.  Cash and Cash Equivalents

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

              d.  Provision for Taxes

              At February 28, 2002, the Company had net operating loss
              carryforwards of approximately $847,800 that may be offset against
              future taxable income through 2022. No tax benefit has been
              reported in the financial statements because the potential tax
              benefits of the loss carryforwards are offset by a valuation
              allowance of the same amount.



                                       18
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           February 28, 2002 and 2001


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              d.  Provision for Taxes (Continued)

              The income tax benefit differs from the amount computed at federal
              statutory rates of approximately 38% as follows:
<TABLE>
<CAPTION>
                              <S>                                   <C>                     <C>
                                                                           For the Years Ended
                                                                              February 28,
                                                                ------------------  ------------------
                                                                       2002                2001
                                                                ------------------  ------------------
              Income tax benefit at statutory rate              $          (54,036) $            5,495
              Change in valuation allowance                                 54,036              (5,495)
                                                                ------------------  ------------------
                                                                $                -  $                -
                                                                ==================  ==================
</TABLE>
              Deferred tax assets (liabilities) are comprised of the following:
<TABLE>
<CAPTION>
                                <S>                                   <C>                 <C>
                                                                           For the Years Ended
                                                                              February 28,
                                                                ------------------  ------------------
                                                                        2002               2001
                                                                ------------------  ------------------

              Income tax benefit at statutory rate              $          322,164  $          376,200
              Change in valuation allowance                               (322,164)           (376,200)
                                                                ------------------- ------------------
                                                                $                -  $                -
                                                                ==================  ==================
</TABLE>
              Due to the change in ownership provisions of the Tax Reform Act of
              1986, net operating loss carryforwards for Federal income tax
              reporting purposes are subject to annual limitations. Should a
              change in ownership occur, net operating loss carryforwards may be
              limited as to use in the future.

              e.  Estimates

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



                                       19
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           February 28, 2002 and 2001


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              f.  Basic Loss Per Share

              The computations of basic loss per share of common stock is based
              on the weighted average number of common shares outstanding during
              the period of the financial statements.
                                                        For the Year Ended
                                                            February 28,
                                                   ----------------------------
                                                       2002            2001
                                                   -------------  -------------
              Basic earnings (loss) per share:
                Income (loss) from operations      $       (0.00) $       (0.00)
                Income from extraordinary items             0.01              -
                                                   -------------  -------------
                Net income (loss)                  $        0.01  $       (0.00)
                                                   =============  =============

g.       Extinquishment of Debt

              The Company had a total of $128,213 of accounts payable, a note
              payable and accrued interest which had been outstanding longer
              than four years. According to the Company's legal council, the
              California Code of Civil Procedures Section 337, states that an
              action upon any contract obligation or liability founded upon an
              instrument in writing must be brought within four years of such a
              written agreement. As of February 28, 2002, no such actions to
              enforce payment of the obligations have been filed. Accordingly,
              the amounts have been written off and a gain on extinguishments of
              debt has been recorded.

              h. Changes in Accounting Principles

              During the years ended February 28, 2002 and 2001, the Company
              adopted the provisions of FASB Statement No. 140 "Accounting for
              Transfers and Servicing of Financial Assets and Extinguishments of
              Liabilities (a replacement of FASB Statement No. 125.), FASB
              Statement No. 141, "Business Combinations," FASB Statement No.
              142, "Goodwill and Other Intangible Assets," FASB Statement No.
              143, "Accounting for Asset Retirement Obligations," FASB Statement
              No. 144, "Accounting for the Impairment or Disposal of Long-Lived
              Assets," and FIN 44 "Accounting for Certain Transactions Involving
              Stock Compensation (an interpretation of APB Opinion No. 25.)."
              The effect of these adopted provisions on the Company's financial
              statements was not significant.

NOTE 2 -      COMMON STOCK TRANSACTIONS

              On December 17, 2001, the Company issued 1,750,000 shares of
              common stock to a related party for the conversion of $214,741 of
              debt to equity. The shares were valued by the Company at $0.12 per
              share which represented the value of the debt being converted.


                                       20
<PAGE>



NOTE 2 -      COMMON STOCK TRANSACTIONS (Continued)

              On January 28, 2002, the Company issued 1,000,000 shares of common
              stock to related parties for the conversion of $1,000 of debt to
              equity. The shares were valued by the company at $0.001 per share
              which represents the fair value of the common stock being issued.

              On February 1, 2002, the Company issued 15,900,000 shares of
              common stock, of which 10,500,000 were to related parties, for
              services. The shares were valued by the Company at $0.001 per
              share which represents the fair value of the common stock being
              issued.

NOTE 3 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related party at February 28, 2002 consisted of
the following:
<TABLE>
<CAPTION>
                              <S>                                                   <C>
              Note payable to a shareholder, unsecured, interest
              at 4%, principal and accrued interest is due on demand.         $          45,000
                                                                              -----------------
                 Total notes payable - related parties                                   45,000

                 Less: current portion                                                  (45,000)
                                                                              -----------------
                 Long-term notes payable - related parties                    $               -
                                                                              =================
</TABLE>

NOTE 4 -      GOING CONCERN

              The Company's financial statements are prepared using generally
              accepted accounting principles applicable to a going concern which
              contemplates the realization of assets and liquidation of
              liabilities in the normal course of business. The Company
              currently has minimal operations and has incurred significant
              losses which have resulted in an accumulated deficit of $898,343
              at February 28, 2002 which raises substantial doubt about the
              Company's ability to continue as a going concern. The accompanying
              financial statements do not include any adjustments relating to
              the recoverability and classification of asset carrying amounts or
              the amount and classification of liabilities that might result
              from the outcome of these uncertainties. It is the intent of
              management to seek a merger with an existing operating company.



                                       21
<PAGE>


Item 8.       Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure There have been no changes in or disagreements with our
accountants since the formation of the company required to be disclosed pursuant
to Item 304 of Regulation S-B.


                                    PART III

Item 9.       Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act

Our directors and principal executive officers are as specified on the following
table:



======================== ========= ===========================================

         Name               Age               Position
------------------------ --------- -------------------------------------------
Daniel T. McCormick         38     president and director
------------------------ --------- -------------------------------------------
George Farquhar             61     secretary and chief financial officer
======================== ========= ===========================================
Dennis W. McCormick         36     director
======================== ========= ===========================================

Each of our directors has served since July, 1997, and they will continue to
serve as directors until we acquire a merger or joint venture partner, or until
we obtain financing sufficient to resume operations. Our bylaws provide that the
officers of the company are the president, secretary and treasurer. The position
of treasurer is currently vacant. Daniel T. McCormick and Dennis W. McCormick
are brothers. None of our directors or executive officers, nor any business
entity in which any of our directors or executive officers have been involved,
has been involved in any bankruptcy proceedings.

             Biographical Information on Our Officers and Directors.

Daniel T. McCormick is the president and a director of the company and was a
co-founder of the company's vitamin business beginning in 1995 and continuing to
the present. Mr. McCormick began his career as a vitamin distributor with
Herbalife, Inc. in 1981 at the age of 19. By the age of 22 he and his wife,
Marilyn, had earned over $1,000,000 and had built distributorships that produced
over $100,000,000 in vitamin sales. Mr. McCormick was a distributor with
Herbalife, Inc. from 1981 through 1992. He joined Body Wise International, a
major supplier of grooming and health products, in 1990 and remained with that
company through 1995, where he built the highest producing sales organization in
the company with over 70,000 distributors and total sales in excess of
$350,000,000. He has also served as President of Natural Success, Inc., a
corporation located in Dove Canyon, California which is in the business of
marketing vitamin supplements from 1990 to the present. He attended Washington
State University and presently resides in Dove Canyon, California. He is not
currently an officer or director of any other company.

George R. Farquhar is the secretary and chief financial officer of the company.
Mr. Farquhar worked at Price Waterhouse prior to entering corporate management
as chief financial officer. He has served as the president of two companies,
each with annual revenues in excess of $200,000,000. He was president of A-Mark
Precious Metals from 1974 to 1977. He was also president of A-Mark Trading
Company from 1975 to 1977. Both companies were privately owned. For the past 16
years he has been a consultant to publicly traded companies. He is presently
president of Maroka, Inc., a consulting company, and Chief Financial Officer of
Aegis Assessments, Inc., a Delaware corporation recently formed to provide
vulnerability assessment training and secure wireless Internet communication to
police, fire fighters and emergency medical technicians in emergency situations.
Mr. Farquhar is a Certified Public Accountant. He received his Master of
Business Administration - Finance degree from the University of Southern
California.

Dennis W. McCormick is a director of the company. He attended Brigham Young
University on a football scholarship in 1984 and is currently the assistant
manager of a Safeway store, a position he has held since 1992. He is the former
owner of a window cleaning business which serviced over 700 clients.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently


                                       22
<PAGE>


restraining either any of our officers or directors from engaging in or
continuing any conduct, practice or employment in connection with the purchase
or sale of securities, or convicting such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony, nor are any of our officers or directors also serving as the
officers or directors of any corporation or entity so enjoined.

Compliance with Section 16(a) of the Exchange Act

        No member of our Board of Directors nor any of our executive officers
timely filed a report with the Securities and Exchange Commission on Form 3,
initial statement of beneficial ownership of securities; on Form 4, statement of
changes of beneficial ownership of securities; or on Form 5, annual statement of
beneficial ownership of securities, for the calendar year 2002.

Item 10.      Executive Compensation


Specified below, in tabular form, is the aggregate annual remuneration of the
company's chief executive officer and the four (4) most highly compensated
executive officers other than the chief executive officer who were serving as
executive officers at the end of the company's last completed fiscal year.

================================================================================
Name of individual or            Capacities in which             Aggregate
Identity of Group            remuneration was received         remuneration
--------------------------------------------------------------------------------
None1                                 None                         None
================================================================================

There was no compensation paid to any executive officer of the company during
the last three fiscal years, nor has any executive officer received stock or any
other thing of value in lieu of compensation.



Item 11.      Security Ownership of Certain Beneficial Owners and Management

       The following table sets forth information, as of May 1, 2002, with
respect to the beneficial ownership of our Common Stock by: (i) each stockholder
known to us to be the beneficial owner of more than 5% of our Common Stock; (ii)
each director; (iii) each officer.

                                                       Amount and
                                                       Nature of
  Title of                Name and Address of          Beneficial    Percent of
   Class                   Beneficial Owner            Ownership       Class
-------------     ----------------------------------  ------------  -----------

                  Daniel McCormick                     President/
                                                       Director
Common Stock                                           8,075,000          28%
                  George Farquhar Corporate
                                                       Secretary
Common Stock                                           6,500,000          23%

                  Dennis McCormick                     Director
Common Stock                                           500,000            2%
                  All officers and directors as a
                  group
Common Stock....                                       15,075,000         53%


                                       23
<PAGE>


Security Ownership of Certain Beneficial Owners. Other than our management, no
person owns more than 10% of our issued and outstanding common stock.

Mr. Farquhar holds 1,000,000 common shares in his own name and beneficially owns
5,500,000 shares held in the name of Maroka, Inc. Mr. Daniel McCormick holds
3,075,000 common shares in his own name and beneficially owns 5,000,000 shares
held in the name of Natural Success. Mr. Dennis McCormick owns 500,000 shares of
our common stock.

Changes in Control. Management is not aware of any arrangements which may result
in "changes in control" as that term is defined by the provisions of Item 403(c)
of Regulation S-B.


Item 12.      Certain Relationships and Related Transactions

On December 17, 2001, the Company issued 1,750,000 shares of common stock to a
related party for the conversion of $214,741 of debt to equity. The shares were
valued by the Company at $0.12 per share which represented the value of the debt
being converted.

On January 28, 2002, the Company issued 1,000,000 shares of common stock to
related parties for the conversion of $1,000 of debt to equity. The shares were
valued by the company at $0.001 per share which represents the fair value of the
common stock being issued.

On February 1, 2002, the Company issued 15,900,000 shares of common stock, of
which 10,500,000 were to related parties, for services. The shares were valued
by the Company at $0.001 per share which represents the fair value of the common
stock being issued.

At February 28, 2002, we had one note payable to a shareholder, which was
unsecured, accruing interest at 4%. The principal amount due was $45,000 and
both principal and accrued interest were due on demand.


Item 13.      Exhibits and Reports on Form 8-K

       (a) Exhibits

     Exhibit
     Number      Description
     -------     -----------
       2.1       Plan of Reorganization was previously filed with the Securities
                 and Exchange Commission on September 19, 2000, as an exhibit to
                 our Registration Statement on Form 10-SB.

       3.1       Articles of Incorporation of Fitonics Corporation were
                 previously filed with the Securities and Exchange Commission on
                 September 19, 2000, as an exhibit to our Registration Statement
                 on Form 10-SB.
       3.2       Certificate of Amendment to Articles of Incorporation (March
                 10, 1995) were previously filed with the Securities and
                 Exchange Commission on September 19, 2000, as an exhibit to our
                 Registration Statement on Form 10-SB.
       3.3       Bylaws of Vitatonics Corp. were previously filed with the
                 Securities and Exchange Commission on September 19, 2000, as an
                 exhibit to our Registration Statement on Form 10-SB.
       3.4       Certificate of Amendment to Articles of Incorporation (May 13,
                 1996) were previously filed with the Securities and Exchange
                 Commission on February 12, 2001, as an exhibit to our Amendment
                 No. 1 to Registration Statement on Form 10-SB.



                                       24
<PAGE>


     Exhibit
     Number      Description
     --------    -----------

      21.1       List of Subsidiaries - not applicable



(b) We did not file any Current Reports on Form 8-K during the year ended
February 28, 2002.





                                       25
<PAGE>


                                   SIGNATURES

       In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                           VITATONICS CORP.

Dated: May 29, 2002                   By:  /s/ Daniel McCormick
                                           ------------------------------------
                                           Daniel McCormick
                                           President

       Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.

Signatures and dates of directors.


       May 29, 2002                        /s/ Daniel McCormick
                                           ------------------------------------
                                           Daniel McCormick
                                           Chairman of the Board


       May 29,  2002                       /s/ George Farquhar
                                           ------------------------------------
                                           George Farquhar
                                           Secretary, Chief Financial Officer