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


                         AMENDMENT NO. 1 TO 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, 2001

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

              For the transition period from            to
                                             ---------     ---------

                            (Commission file number)
                                 --------------

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

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


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. Yes ^ No |X|^
       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, 2001.

     (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes ? No ^
                   (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 9,896,972
common shares issued and outstanding, as of February 28^, 2001.^
                                                                ------

       ^
       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............................................9
Item 3.    Legal Proceedings..................................................9
Item 4.    Submission of Matters to a Vote of Security Holders...............10

PART II.   OTHER INFORMATION
Item 5.    Market For Common Equity and Related Stockholder Matters..........10
Item 6.    Management's Discussion and Analysis or Plan of Operation.........11
Item 7.    Financial Statements..............................................12
Item 8.    Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.............................12

PART III.  OTHER INFORMATION
Item 9.    Directors, Executive Officers, Promoters and Control Persons;
           Compliance with Section 16(a) of the Exchange Act.................13
Item 10.   Executive Compensation............................................14
Item 11.   Security Ownership of Certain Beneficial Owners and Management....14
Item 12.   Certain Relationships and Related Transactions....................15
Item 13.   Exhibits and Reports Form 8-K.....................................15


SIGNATURES...................................................................16




                                       2
<PAGE>



                                     PART I

Item 1.       Description of Business

^
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
attempted to establish an Internet-based business by compiling a computer
database 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.





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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.


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.

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

We have ongoing expenses of approximately $25,000 annually and, therefore, we
anticipate that we will not become profitable until we reach an annual sales
volume of at least $250,000. We typically sell our products at six times cost,
incurring sales commissions of one half the sales price. To achieve sales of
$250,000 annually, we anticipate operating expenses, overhead and employee costs
of approximately $60,000 per year and product costs of approximately $40,000 per
year. Therefore, to reenter the vitamin business and achieve profitability we
will need approximately $125,000 per year in available cash.


^
If we are able to attract a merger or joint venture partner, or obtain
sufficient financing, our present plan of operation for the next twelve months
is to develop, and possibly reintroduce updated versions of, our own brands of
vitamins and nutritional supplements. We plan to develop different vitamin
products sold in single vitamin and in multivitamin combinations with varying
potency levels in various forms, including tablets (both chewable and time
released tablets), powders, two-piece hard shell capsules, and soft gelatin
encapsulated capsules ("soft gels"). We may also develop related products, such
as enzyme, mineral, and antioxidant products, but we will probably enter this
field by distributing products developed by other companies, which will reduce
or eliminate research and development costs. These products would be marketed
under our label.

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

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



                                       4
<PAGE>





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.

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. 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 fiscal year.

Manufacturing and marketing our products. The size and scope of the health and
nutritional food supplement business is difficult to determine. Certain foods
may or may not be considered health foods. Estimates of the health food
industry's gross sales run as high as $120 billion per year. In such a vast
industry there are many segments and crossovers. With that in mind, we plan to
focus our initial efforts on the vitamin segment of the industry. We plan to
re-establish our old marketing network which included a network of distributors
developed by Daniel McCormick and add other products as opportunity and finances
allow. We also plan to establish relationships with vitamin retail outlets and
are looking into selling our vitamins directly to the public over the Internet.

We also plan to place advertisements in magazines that promote various sports
and activities. These sources, as well as magazines promoting health products
and targeted to the alternative medicine practitioner, will be the main focus of
our magazine advertising. To support the magazine advertising, we will seek
regional marketing contracts with existing manufacturing representatives.
Currently we have no contractual relationships with such representatives and no
assurance can be given that such representation will be available on terms and
conditions that will allow us to sell our products profitably.

We face significant competition. The vitamin, nutritional supplement and mineral
market are highly fragmented and very competitive. Because of the wide variety
of companies which sell vitamin products, we face competition from health and
natural product specialty retailers, drugstores, supermarkets, grocery stores,
and merchant retailers. Our competitors utilize a wide variety of distribution
channels, including online commerce, retail stores, catalog operations or direct
selling. Both vitamin brand name and price are factors on which consumers base
their buying decisions.

Almost all of our competitors have greater access to capital than we do and
engage in aggressive advertising and marketing campaigns. The current prevalence
of aggressive advertising and promotion has generated pricing pressures to which
we must respond.




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<PAGE>





The two primary methods of distribution of products in the industry are
multi-level marketing and direct sales. Many vitamin and supplement
distributors, such as Herblike, utilize multi-level marketing programs, which
promote brand loyalty and repeat sales.

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.

The November 2000 issue of the Nutrition Business Journal reports that despite
regional variations, the global nutrition industry maintained healthy growth in
the last two years. Consumer sales of dietary supplements, natural and organic
food, and vitamin and related products rose 17% in the two-year period from $109
billion to $128 billion worldwide, according to research by Nutrition Business
Journal. Growth in 2000 is estimated at 7% worldwide, resulting in a
$138-billion market dominated by the United States, Europe and Japan. Together,
these three regions account for 85% of global sales.

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
commerce 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:




                                       6
<PAGE>




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 used in
the manufacturing process for our vitamins are natural and synthetic vitamins,
purchased from manufacturers primarily in the United States. We intend to
purchase raw materials from numerous sources and 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:^
                                       -----
     o   a vitamin or a mineral,

     o   an herb or other botanical,

     o   an amino acid,

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

     o   a concentrate, metabolite, constituent, extract, or

     o   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.

To stay competitive, we will have to introduce new products. The vitamin and
nutrient supplement industry is rapidly changing through the continuous
development and introduction of new products. Our strategy for growth is
substantially dependent upon our ability to introduce new products. Accordingly,
we must continually enhance and improve our products. We may be required to
adapt to technological changes in the industry and develop products to satisfy
evolving industry or customer requirements, any of which could require the
expenditure of significant funds and resources, and we do not have a source or
commitment for any such funds and resources. Development efforts relating to the
production and distribution of the various products to be developed by the
company are not substantially completed. Accordingly, we might be required to
refine and improve those products. Continued refinement and improvement efforts
remain subject to the risks inherent in new product development, including
unanticipated technical or other problems which could result in material delays
in product commercialization or significantly increase costs.




                                       8
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There is a risk of product recall and product returns in the vitamin business.
Product recalls may be issued at our discretion or may be required by government
agencies having regulatory authority over vitamin products. Product recalls may
occur due to disputed labeling claims, manufacturing issues, quality defects or
other reasons. No assurance can be given that product recalls will not occur in
the future. Any product recall could materially adversely affect our business,
financial condition or results of operations.

We do not have product liability insurance. Our business exposes us to potential
product liability risks that are inherent in the testing, manufacturing and
marketing of vitamin and nutritional supplement products. We do not have product
liability insurance, and there can be no assurance that we will be able to
obtain or maintain such insurance on acceptable terms or, if obtained, that such
insurance will provide adequate coverage against potential liabilities. We face
an inherent business risk of exposure to product liability and other claims in
the event that consumption of our vitamin products is alleged to have resulted
in adverse effects to consumers. Such risk exists even with respect to those
products that are manufactured in licensed and regulated facilities or that
otherwise possess regulatory approval for commercial sale. There can be no
assurance that we will avoid significant product liability exposure. There can
be no assurance that insurance coverage will be available in the future on
commercially reasonable terms, or at all, that such insurance will be adequate
to cover potential product liability claims or that a loss of insurance coverage
or the assertion of a product liability claim or claims would not materially
adversely affect our business, financial condition and results of operations.

Our strategy for growth depends on our ability to market and distribute vitamin
products successfully. Other companies, including those with substantially
greater financial, marketing and sales resources, compete with us, and have the
advantage of marketing existing products with existing production and
distribution facilities. Bigger companies could force us out of the market by
pricing their products lower than ours, or by monopolizing retail sales outlets.


Reports to Security Holders. We file ^ quarterly reports, an annual report, and
periodic reports providing the public with current material information about us
and our operations with the Securities and Exchange Commission. 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. ^^



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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, 2001. ^
^
                                     PART II

Item 5.       Market For Common Equity and Related Stockholder Matters


As of February 28, 2001, there were 9,896,972 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 50 shareholders.


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:

In April, 1997, promissory notes evidencing loans to us from three separate,
unaffiliated third parties totaling $409,920 were converted into 496,872 shares
of our common stock. The shares in this transaction were valued at $0.825 per
share. The shares were issued in a private placement exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
pursuant to the provisions of Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D promulgated by the Securities and Exchange Commission.
The exemption was available because shares were issued in a private transaction
to three unaffiliated persons who had a pre-existing business relationship with
the company.

In November, 1997, two separate promissory notes evidencing loans to us by a
shareholder totaling $31,000 were converted into 155,000 shares of our common
stock. The shares in this transaction were valued at $0.20 per share. The shares
were issued in a private placement exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 pursuant to the provisions
of Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated by the Securities and Exchange Commission. The exemption was
available because shares were issued in a private transaction to one of our
shareholders.

In September, 1998, one of our creditors settled a debt we owed of $220,065 for
our payment of $21,825 and the issuance of 300,000 shares of our common stock,
which means that our common stock in this transaction was sold at $0.66 per
share. The shares were issued in a private placement exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
pursuant to the provisions of Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D promulgated by the Securities and Exchange Commission.
The exemption was available because shares were issued in a private transaction
to one of our creditors who was, therefore, a person with a pre-existing
business relationship with the company.




                                       10
<PAGE>





In October, 1998, we issued 500 shares of our common stock as an incentive bonus
to each independent sales representative of the Company who sold a weight
reduction supplement package. 11 sales persons were each issued 500 shares, and
2 sales representatives were each issued 2,000 shares. We believe the estimated
value of the services provided by each of the 11 sales representatives issued
500 shares was $5.00 and that the estimated value of the services provided by
each of the 2 sales representatives issued 2,000 shares was $20.00. Therefore,
the shares were valued at $0.01 per share. The shares were issued in a private
placement exempt from the registration and prospectus delivery requirements of
the Securities Act of 1933 pursuant to the provisions of Section 4(2) of the
Securities Act of 1933 and Rule 506 of Regulation D promulgated by the
Securities and Exchange Commission. The exemption was available because shares
were issued in a private transaction to a total of 13 persons who had a
pre-existing relationship with the company.

Also in October, 1998, we settled a debt of $16,500 we owed an unaffiliated
third-party marketer who had prepared product brochures for us for our payment
of $2,500 and the issuance of 50,000 shares of our common stock, which means
that our common stock in this transaction sold for $0.28 per share. The shares
were issued in a private placement exempt from the registration and prospectus
delivery requirements of the Securities Act of 1933 pursuant to the provisions
of Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated by the Securities and Exchange Commission. The exemption was
available because shares were issued in a private transaction to one of our
creditors who was, therefore, a person with a pre-existing business relationship
with the company.

In December, 1998 we issued 100,000 shares of our common stock to Robert Brent
and 100,000 shares of our common stock to Dr. Michael Nassar to compensate them
for their designing and producing a product called "Passion Tonic" that we
distributed. We valued that stock at $0.01 per share. We believe the estimated
value of the services provided by Robert Brent was $1,000 and by Dr. Nassar was
$1,000. The shares were issued in a private placement exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933
pursuant to the provisions of Section 4(2) of the Securities Act of 1933 and
Rule 506 of Regulation D promulgated by the Securities and Exchange Commission.
The exemption was available because shares were issued in a private transaction
to 2 persons who were providing services to the company and, therefore, had a
pre-existing relationship with the company

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.

^

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


Results of Operations: Our operations for the fiscal year ended February 28,
2001 were minimal, and consisted of the preparation of financial statements, a
registration statement and the first amendment thereto. 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 fiscal year ended February 28,
2001. ^

There is substantial doubt about our viability as a going concern. We have
incurred significant losses which resulted in an accumulated deficit of
$989,057^ at February 28, 2001, as compared to an accumulated deficit of
$974,598 at February 29, 2000^. That deficit continues to increase, which raises
substantial doubt about our ability to continue as a going concern. As discussed
above, we are considering a merger or joint venture with an operating company as
one method of addressing this problem. We continue to incur costs for
professional services and interest continues to accrue on our outstanding
promissory notes. Because of these ongoing expenses, which we anticipate will be
approximately $25,000 annually, we will not become profitable until we reach an
annual sales volume of at least $250,000. We typically sell our products at six
times cost, incurring sales commissions of one half the sales price. To achieve
sales of $250,000 annually, we anticipate operating expenses, overhead and
employee costs of approximately $5,000 per month.





                                       11
<PAGE>





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 year ended February 28, 2001, we had no revenues, as compared to revenues of
$12,954 for the year ended February 29, 2000.^Our general and administrative
expenses for the year ended February 28, 2001 were $3,664, as compared to
general and administrative expenses of $24,238 for the year ended February 29,
2000. Our loss from operations for the year ended February 28, 2001 was $3,664,
as compared to loss from operations of $11,284 for the year ended February 29,
2000.^ We continue to incur income expense on outstanding promissory notes. We
are currently inactive and are classified as a "dormant enterprise" because we
are not currently undertaking development stage activities. Because we are not
generating any revenues from the sale or licensing of our products, our only
external source of liquidity is the sale of our capital stock. Moreover, because
we are currently classified as a "dormant" entity, have no revenues, and have
incurred significant losses, there is substantial doubt about our ability to
continue as a going concern. Our total current liabilities at February 28,
2001^totaled $425,047^, as compared to total liabilities of $413,882 at February
29, 2000.


We do not have any employees. We do not currently have any employees because we
are using consultants and subcontractors to promote our business and for
accounting and legal services on an as-needed basis. Until we can raise
sufficient funds to develop our own product lines, we plan to negotiate
licensing agreements for products developed by other companies. If we were able
to enter into any licensing agreements, we would distribute those licensed
products and receive income similar to a sales commission on all products
distributed by us. At such time as we have developed our own product lines, we
anticipate negotiating and entering into 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.^    ^
^

^Item 7.^ Financial Statements

       Please see accompanying Index to Financial Statements commencing on page
F-1.

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.




                                       12
<PAGE>




                                    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         37        president and director
---------------------- -------------- -----------------------------------------
George Farquhar             60        secretary and chief financial officer
====================== ============== =========================================
Dennis W. McCormick         35         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, age 37^, 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, age 60, 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. 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, age 35^, 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
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.




                                       13
<PAGE>





     ^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 fiscal year ended February 28,
2001.^ ^


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
-------------------------------------------------------------------------------
None (1)                               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 December 31, 2000, 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
-------------    --------------------------------  --------------  -----------

Common Stock         Daniel McCormick                President/         12%
                     ^                               Director
                    ---                              1,200,000
                                                         ^
                                                        ---
Common Stock         George Farguhar                 Corporate          10%
                                                     Secretary
                                                     1,000,000


                    All officers and directors       2,200,000^         22^%
                    as a group
Common Stock........
--------------
(1) The officers and directors are reimbursed for expenses incurred on behalf of
the company.



                                       14
<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 received his shares during the year ended February 28, 1997 as
compensation for services rendered to the company. Mr. Dennis McCormick does not
own any 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

Notes Payable. We have four outstanding promissory notes held by officers and
shareholders, all of which were entered into in 1997. Sam Kalenuik's wife holds
a promissory note from us in the principal amount of $49,880, which accrues
interest at 4% per year. Ben Johnson, a shareholder, holds a promissory note
from us in the principal amount of $45,000, which accrues interest at 4% per
year. Our president and a director, Daniel McCormick, holds a promissory note in
the principal amount of $99,993 which accrues interest at 4% per year and also
holds a second promissory note in the principal amount of $75,000 which accrues
interest at 4% per year.

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.

   21.1    List of Subsidiaries - not applicable

   21.5    Consent of Auditor
---------


(b) We did not file any Current Reports on Form 8-K during the year ended
February 28, 2001.




                                       15
<PAGE>






                                   SIGNATURES

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

                                        VITATONICS CORP.

Dated: August_23, 2001               By:/s/ Daniel McCormick
                                        ----------------------------------------
                                        Daniel McCormick
                                        Chairman of the Board and 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.


August 23, 2001                       /s/ Daniel McCormick
                                      ------------------------------------------
                                      Daniel McCormick
                                      Chairman of the Board


August 23, 2001                       /s/ George Farquhar
                                      ------------------------------------------
                                      George Farquhar
                                      Chief Financial Officer







                                       16
<PAGE>






                                VITATONICS CORP.

                              FINANCIAL STATEMENTS

                                February 28, 2001







                                      F-1
<PAGE>








                                 C O N T E N T S


Independent Auditors' Report................................................ 3

Balance Sheet............................................................... 4

Statements of Operations.................................................... 5

Statements of Stockholders' Equity (Deficit)................................ 6

Statements of Cash Flows.................................................... 7

Notes to the Financial Statements........................................... 8










                                      F-2
<PAGE>








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

To the Board of Directors and Stockholders of
Vitatonics Corp.
Aliso Viejo, California

We have audited the accompanying balance sheet of Vitatonics Corp. as of
February 28, 2001, and the related statements of operations, stockholders'
equity (deficit), and cash flows for the years ended February 28, 2001 and
February 29, 2000. 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. as of February
28, 2001, and the results of its operations and its cash flows for the years
ended February 28, 2001 and February 29, 2000 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 3 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 this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
May 8, 2001






                                      F-3
<PAGE>




                                VITATONICS CORP.
                                  Balance Sheet


                                     ASSETS
                                     ------
                                                                  February 28,
                                                                     2001
                                                            ------------------
CURRENT ASSETS

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

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

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


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

CURRENT LIABILITIES

   Accounts payable                                         $           90,285
   Accrued interest                                                     64,889
   Notes payable - related parties (Note 2)                            269,873
                                                            ------------------

     Total Current Liabilities                                         425,047
                                                            ------------------

     Total Liabilities                                                 425,047
                                                            ------------------

STOCKHOLDERS' EQUITY (DEFICIT)

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

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

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)   $           -
                                                            ==================





                                      F-4
<PAGE>





                                VITATONICS CORP.
                            Statements of Operations


                                                  For the Years Ended
                                        --------------------------------------

                                             February 28,        February 29,
                                               2001                2000
                                        ------------------  ------------------

REVENUES                                $           -       $           12,954

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

GROSS MARGIN                                        -                   12,954
                                        ------------------  ------------------

EXPENSES

   General and administrative                        3,664              24,238
                                        ------------------  ------------------

     Total Expenses                                  3,664              24,238
                                        ------------------  ------------------

LOSS FROM OPERATIONS                                (3,664)            (11,284)
                                        ------------------  ------------------

OTHER INCOME (EXPENSE)

   Interest expense                                (10,795)            (10,795)
                                        ------------------  ------------------

     Total Other Income (Expense)                  (10,795)            (10,795)
                                        ------------------  ------------------

NET LOSS                                $          (14,459) $          (22,079)
                                        ==================  ==================

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

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING                                     9,896,972           9,896,972
                                        ==================  ==================





                                      F-5
<PAGE>





                                VITATONICS CORP.
                  Statements of Stockholders' Equity (Deficit)


<TABLE>
<CAPTION>

                                                                                    Additional
                                                   Common                             Paid-in         Accumulated
                                                   Shares           Amount            Capital           Deficit
                                             ----------------  ---------------   ----------------  ----------------
            <S>                                     <C>              <C>                <C>               <C>
Balance, February 28, 1997                         10,210,600  $        10,210   $         84,241  $       (749,292)

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

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

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

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

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

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

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

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

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

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

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

Capital contributed for expenses                       -                -                   3,294            -

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

Balance, February 28, 2001                          9,896,972  $         9,897   $        554,113  $       (989,057)
                                             ================  ===============   ================  ================
</TABLE>





                                      F-6
<PAGE>





                                VITATONICS CORP.
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                      For the Years Ended
                                                            --------------------------------------
                                                                February 28,        February 29,
                                                                  2001                2000
                                                            ------------------  ------------------
                  <S>                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net loss                                                 $          (14,459) $          (22,079)
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivable                         -                    3,819
     Increase (decrease) in accrued interest                            10,795              10,795
     Increase (decrease) in accounts payable                               370              (8,338)
                                                            ------------------  ------------------
       Net Cash (Used by) Operating Activities                          (3,294)            (15,803)
                                                            ------------------  ------------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

   Capital contributed for expenses                                      3,294              -
                                                            ------------------  ------------------

       Net Cash Provided (Used by) Financing Activities                  3,294              -
                                                            ------------------  ------------------

NET INCREASE (DECREASE)  IN CASH
 AND CASH EQUIVALENTS                                                   -                  (15,803)

CASH AT BEGINNING OF PERIOD                                             -                   15,803
                                                            ------------------  ------------------

CASH AT END OF PERIOD                                       $           -       $           -
                                                            ==================  ==================


SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for:

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




                                      F-7
<PAGE>







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


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

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

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

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

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

              b.  Accounting Method

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

              c.  Cash and Cash Equivalents

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

              d.  Provision for Taxes

              At February 28, 2001, the Company had net operating loss
              carryforwards of approximately $990,000 that may be offset against
              future taxable income through 2021. No tax benefit has been
              reported in the financial statements because the potential tax
              benefits of the loss carryforwards are offset by a valuation
              allowance of the same amount.





                                      F-8
<PAGE>




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


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              d.  Provision for Taxes (Continued)

              The income tax benefit differs from the amount computed at federal
              statutory rates of approximately 38% as follows:
<TABLE>
<CAPTION>
                                                                                      For the Years Ended
                                                                            --------------------------------------
                                                                                 February 28,        February 29,
                                                                                  2001               2000
                                                                            ------------------  ------------------

                              <S>                                                 <C>                 <C>
              Income tax benefit at statutory rate                          $            5,495  $            8,390
              Change in valuation allowance                                             (5,495)             (8,390)
                                                                            ------------------  ------------------

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

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

                                                                                      For the Years Ended
                                                                            --------------------------------------
                                                                                 February 28,        February 29,
                                                                                  2001               2000
                                                                            ------------------  ------------------

              Income tax benefit at statutory rate                          $          376,200  $          370,705
              Change in valuation allowance                                           (376,200)           (370,705)
                                                                            ------------------- ------------------

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

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

              e.  Estimates

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

              f.  Basic Loss Per Share

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




                                      F-9
<PAGE>





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


NOTE 2 -      NOTES PAYABLE - RELATED PARTIES

              Notes payable - related parties at February 28, 2001 consisted of
               the following:
<TABLE>
<CAPTION>
                                     <S>                                                                    <C>
               at 4%, principal and accrued interest is due on demand.                         $          45,000

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

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

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

                 Total notes payable - related parties                                                   269,873

                 Less: current portion                                                                  (269,873)
                                                                                               -----------------
                 Long-term notes payable - related parties                                     $          -
                                                                                               =================
</TABLE>

NOTE 3 -      GOING CONCERN

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





                                      F-10
<PAGE>