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

                                   FORM 10-KSB





(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 For the fiscal year ended February 29, 2004
                                  -----------------

( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from               to
                                          ---------------  -----------------

Commission File Number: 000-31567

                           Rapid Bio Tests Corporation
                           ---------------------------
        (Exact name of small business issuer as specified in its charter)


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

                        5409 Ivy Street, Springfield, Oregon 97478
--------------------------------------------------------------------------------
                         (Address of principal executive offices)


                                  (541)686.5989
                                  -------------
                           (Issuer's Telephone Number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the 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. ( )

State issuer's revenues for its most recent fiscal year. $0. State the aggregate
market value of the voting and non-voting common equity held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of a specified date within
the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange
Act.) As of June 14, 2004, approximately $1,446,843.

As of February 29, 2004, there were 20,584,214 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

                        ( )    Yes           (X)   No


                                       1
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.
--------------------------------

OUR BUSINESS. 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 and
entered into a Plan of Reorganization and Merger dated May 14, 1996 to acquire
all the capital stock of Vitatonics Corp., a Nevada corporation which had been
incorporated on February 21, 1995 using the name Fitonics Corporation; Fitonics
Corporation 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.

From December, 1997 through June 2003 we were essentially inactive until we were
joined by our current management, at which time we took the corporate name Rapid
Bio Tests Corporation. In June 2003, we entered into employment and share
purchase agreements with Dr. Geoffrey Seaman, Dr. Paul Hemmes, and Dr. David
Regan in order to retain their management and technical services and to purchase
the intellectual property necessary to develop our proposed medical testing
products. Pursuant to these agreements, we issued 15,000,000 shares of our
common stock to them, and with their assistance, we intend to develop,
manufacture and market a series of rapid, sensitive, accurate and reliable
diagnostic tests that can be used to detect a variety of human diseases and
conditions, and which have utility in a variety of veterinary and agricultural
products. We believe that diagnostic tests are necessary to respond to
epidemics, bio-terrorism attacks and simply to cut the current high cost of
diagnostics for general health care.

Our current management has examined a wide range of current technologies used
for rapid identification of microorganisms and toxic agents, but believes that
cutting edge and high tech approaches are unproven on a large scale and do not
meet the needs of today's environment. For these reasons, we will focus our
efforts on established technology. We propose to develop a panel of rapid,
accurate, robust and easy to perform tests for field assays and point-of-care
testing. We also propose to develop a product line of tests for the rapid and
definitive detection of infectious diseases including bacterial and viral
pathogens, as well as toxins, which our management believes can be met by rapid
latex agglutination slide tests for the primary on-site identification. We
believe that such tests are simple, easy to manufacture, inexpensive and do not
require instrumentation or electricity, nor are highly trained personnel
necessary to read the test results.

OUR PROPOSED PRODUCTS. We intend to develop and bring to the market place a
series of diagnostic tests for various diseases and conditions using a
latex-based technology that is novel and proprietary. We plan to make use of
technology that is protected by existing patent applications and our management
believes that the key steps in the process are virtually impossible to reverse
engineer. Our current management has agreed to take the necessary steps to
ensure that all intellectual property necessary to conduct such tests, including
patents, is transferred to us. Our management believes that such rapid
latex-based diagnostic tests represent an effective, simple, inexpensive and
versatile analysis method, which is robust, technically mature and usable in the
field. Our management believes that broad applications for this type of testing
technology include identification of infectious diseases originating from
epidemics, acts of terrorism or individual cases at point- of- care facilities.
Our management anticipates that the latex technology platform is also broadly
applicable in the medical, veterinary, agricultural and water diagnostic test
markets. Our management believes that rapid latex tests have major advantages
over many other diagnostic test approaches in speed and costs. In the estimation
of our management, such test technology will translate to less expensive
delivery of health care, not only to the American public and other developed
nations, but also in developing nations. Because rapid latex diagnostic tests do
not require laboratory facilities or electrical power, our management believes
these types of tests are ideally suited for field-testing or use by first
responders or various emergency personnel.


                                       2
<PAGE>

We believe that an appropriate combination of the technology inventions,
identification of ideal target markets, coupled with the basic capabilities of
the principals will enable us to achieve our objectives and rapidly reduce the
latex technology platforms to practice, allowing us to proceed to
commercialization and sale of our products.

BACKGROUND TO DIAGNOSTIC TEST TECHNOLOGY. Our management has provided the
following description of medical diagnostic test technologies: diagnostic tests
(qualitative, yes/no results) and assays (quantitative results) are typically
based upon the very specific interaction of antigen (Ag) with antibody (Ab).
There are a variety of systems that can be used to amplify or measure Ag-Ab
systems. An important approach is the use of microspheres or particles as
carriers of the antigen and/or antibody. An assortment of microspheres or
particles may be used including polymer microspheres (principally polystyrene
based), colloidal gold, silica and carbon particles as well as various other
inorganic materials such as alumina and bentonite. There is a wide selection of
existing ways to use particles in diagnostic tests from relatively simple latex
agglutination tests (LAT's) to DNA probe assays. A critical issue is time to
obtain a test result, which necessitates the use of rapid methods. Manual
rapid-test methods include enzyme-linked immunosorbent assays (ELISA's) and
enzyme-linked hybridization tests. Fully automated systems include
instrumentation to perform either immunoassays or polymerase chain reaction
(PCR) methodologies.

Our management believes that we have at our disposal several rapid diagnostic
test technology platforms. These technologies have a number of characteristics
in common but also several differences that we believe makes one technology more
suitable than another for particular tests. Our management's analysis of the
various diagnostic test opportunities indicate that there are appreciable
differences in market sizes and approaches needed to bring products to the
market place. We have analyzed the technological feasibility of developing and
then commercially producing a range of diagnostic tests in order to prioritize
which tests we would focus on developing and readying for manufacture. A variety
of factors come into play in this analysis, which include proprietary position;
competitive environment - for example, about 140 companies have entered the
pregnancy test market segment, making it crowded and unattractive for additional
companies; technical hurdles - how difficult, for example, is one able to make a
low cost, robust device easily and rapidly; what regulatory issues are there and
whether there are any patent issues to be sorted out. Other factors that we
considered were whether there was a substantial market for the product and
whether it could be produced at a price that is competitive in all geographic
market areas where introduction of the test is planned. We also considered
whether this approach leads to an adequate return on investment for our
shareholders.

We have included a brief description of the technologies that we believe are
available to us; this description was prepared by our management and includes
their estimates on the complexity, the technical hurdles to be overcome, the
market attractiveness and probable time to market.

OUR DIAGNOSTIC TECHNOLOGY TEST/ASSAY PLATFORMS.

1. DYE TRANSDUCTION OF ANTIGEN-ANTIBODY BINDING EVENTS. This technology
invention is based on the intrinsic properties of highly charged polymer
microspheres, which have been dyed with dyes sensitive to changes in pH. Either
an antigen or an antibody is absorbed to the dyed latex so that in the presence
of an appropriate antigen (Ag) or antibody (Ab), a specific Ag-Ab interaction
will occur. Changes in local or surface environment of the antibody or antigen
coated (activated) dyed latex microspheres typically will occur very rapidly
during the antigen-antibody reaction. The Ab-Ag interaction will be detected as
a result of the change in pH at the surface of the polymer microspheres produced
by the change in surface charge of the latex particles. The latex dye will be
selected so that it will undergo a color change over the range of surface pH
change generated by the Ag-Ab reaction. Thus, a positive test result will
produce an instantaneous change in indicator dye color by translating the Ag-Ab
reaction into a clearly visible result. The method uses only one interfacial
adsorption or coupling step for either an Ag or Ab and does not require complex
intermediate enzyme conjugates or substrates as is needed for enzyme-linked
immunosorbent assays (ELISA's). We believe that this latex format offers a
genuine one-step test, which with use of dry latex reagents will enable
long-term shelf life (2 years) for the diagnostic devices or products. The
active dry reagent will be attached to a membrane in a cassette or put on a
dipstick to complete the diagnostic test device. We believe that this technology
is relatively free of research and development problems and is generally
applicable to infectious disease testing. It can also be read by untrained
personnel and is robust and able to withstand adverse environmental conditions
that might be met in emergency situations or in the field. Time to market is
estimated to be 6-8 months, given adequate funding to move forward with
development.


                                       3
<PAGE>

2. SLIDE-TYPE RAPID LATEX AGGLUTINATION TESTS. A favorite solid support is
polystyrene in the form of micron or submicron sized microspheres. Ab or Ag can
be physically adsorbed or covalently coupled to the microspheres. These
"sensitized" microspheres then act to amplify the Ag-Ab reaction that takes
place when they are mixed with a sample containing the opposite reactant. Rapid
latex agglutination tests (LAT's) were first developed more than forty years ago
and have been optimized to achieve rapid microsphere aggregation kinetics, about
3 minutes for the appearance of unequivocal visual microaggregates, which are
easily detected by the naked eye and unambiguous to read for even relatively
unskilled observers. LAT's have universal applicability and have been developed
for hundreds of diseases and conditions. Dyed microspheres and mixtures of
different colored microspheres add to the scope of the tests. Slide sensitivity
is estimated to be about 10 picomolar for 1-micron diameter microspheres.
Sensitivity has always been a problem and without some amplification step, this
technology may have limited potential. However, the device is very inexpensive
and is widely used in developing nations. Almost every diagnostic test can be
produced in a LAT format. Estimated time to product manufacturing is about 5 to
6 months, given adequate funding to move forward with development.

3. LIGHT SCATTERING ASSAYS USING MICROSPHERES. Quantitative agglutination assays
have been developed for latex microspheres using spectrophotometers or
nephelometers. These microsphere assays are very sensitive, since the change in
scattered light intensity is highest at the very beginning of agglutination or
at the lowest concentration of the antibody or antigen to be measured.
Microspheres scatter best if they have diameters that are about equal to the
wavelength of light being scattered. Optimized turbidimetric assays are
estimated to be at least ten times more sensitive than a typical one-micron
diameter microsphere used in a LAT test. This technology requires the use of
instruments that can be battery operated and can be relatively inexpensive. A
skilled technician is needed to measure and interpret the results. The approach
is applicable to any Ab-Ag reaction. We estimate that the time to manufacture is
about six months, given adequate funding.

4. VISUAL LIGHT SCATTERING TRANSITION (CLEAR TO CLOUDY). Suspensions of latex
microspheres smaller in diameter than the wavelength of light do not scatter
light and thus provide a clear suspension. If these microspheres are coated with
an antigen or antibody, exposure of the antibody coated latex to the appropriate
antigen will result in agglutination of the microspheres, which when the
aggregates reach a size greater than the wavelength of light will result in
scattering of light and the suspensions will change from clear to cloudy. This
is a readily observable end point and we believe that this can be used as a
broadly based test for a variety of diseases and conditions. While the system is
sensitive, it requires a relatively large sample size and cannot be used to test
materials that are only available in small volume. Estimated time to prototypes
for evaluation is about 4 months, given adequate funding.

5. IMMUNOCHROMATOGRAPHY (LATERAL FLOW) TESTS. We have acquired a
state-of-the-art enzyme amplified immunochromatography (EAIC) proprietary
technology platform and device that we believe enables us to develop user
friendly, rapid, accurate and reliable diagnostic strip tests at moderate cost
for the diagnosis of specific diseases and conditions. These tests are designed
for use by the layperson. The EAIC technology platform and device provides
positive/negative test results in less than three minutes. We have completed
preparation of a detailed patent application for the EAIC technology for
submission to the US Patent and Trademark Office. However, we estimate that the
research and development needed to create variations of this technology platform
requires substantial effort. Sample flow along the strip is subject to a number
of variables that are difficult to control. There are a variety of patents that
have been issued in the immunochromatography field and a number of major
diagnostic companies have developed immunochromatography tests. Estimated time
to the prototype stage is at least one year, again, given sufficient funding to
proceed with this development.

6. FILTER SEPARATION AGGLUTINATION TESTS AND ASSAYS. This diagnostic method uses
dyed microspheres that are small enough to pass through a filter or membrane as
singlets, but if the microspheres are clumped or agglutinated, they will be
trapped on the surface of the filter and not pass through it and will impart a
color to the filter. Various tests have been developed using this principle
including the Hybritech (ICON) and Abbott (Test Pack). In the estimation of our
management, the test is not particularly sensitive and involves more than one
step; however, the technology can be developed to the prototype stage in 8 to 10
months, if adequate development funds become available.


                                       4
<PAGE>

7. MEASUREMENT OF ELECTROPHORETIC MOBILITY OF POLYMER MICROSPHERES COATED WITH
ANTIGENS AS THEY INTERACT WITH THE APPROPRIATE ANTIBODY. Quantities of
microspheres used for electrophoretic measurements can be very small since a
dilute suspension (about 0.1 percent) is used in the equipment. An important
feature of colloidal (small) particles or microspheres that controls their
behavior is their surface charge. Many bacterial antigens are highly charged
bacterial polysaccharides, which are adsorbed to microsphere carrier particles
in rapid diagnostic tests. Treatment of these antigen-carrying microspheres with
antisera will result in a rapid unequivocal drop in the electrophoretic mobility
of the microspheres when in contact with an appropriate specific antibody. In
addition, analytical particle electrophoresis may be used for quality assurance
and process control during manufacturing of reagents for diagnostic test kits.
Electrophoresis equipment is available in manual, semi-automated and fully
automated versions. We estimate that diagnostic tests could be available for
electrophoretic studies in less than four months. Our management believes that
the method is universally applicable since all biological cells and
microorganisms carry a surface charge that can be measured. The technique is
extremely sensitive and specific requiring only a very small sample for testing,
however, considerable skill would be required for the operation and
interpretation of results obtained by analytical particle electrophoresis.

OUR SUPPLIERS. We believe that the active ingredients needed to produce our
proposed diagnostic test products will be readily available through several
manufacturers, domestically and internationally. We will expect to have a
variety of suppliers as we enter various international markets and, should we be
able to begin commercial production of our products, we anticipate we will be
able to determine the most efficient and cost effective manufacturing source. We
do not have a written agreement with any suppliers, however, we believe we would
be able to obtain the materials and ingredients that would be needed to produce
our diagnostic test kits from other sources.

OUR CHANNELS OF DISTRIBUTION. We do not currently produce or distribute our
products for sale; however, once we are able to commence commercial production,
we plan to outsource the manufacturing and distribution operations to those with
proven capabilities in these areas.

MANUFACTURING. We have not yet identified a manufacturer to produce our proposed
diagnostic test kits.

OUR INTELLECTUAL PROPERTY. Our success depends in part upon our ability to
preserve our current intellectual property rights and those we may acquire in
the future. Our success will also depend in part on our ability to operate
without infringing the proprietary rights of other parties.

PATENTS. Although we believe that the subject matter covered by our patents and
pending patent applications has been developed independently and does not
infringe on the patents of others, there can be no assurance that the technology
does not and will not infringe on the patents of others. In the event of
infringement, we could, under certain circumstances, be required to modify our
infringing product or process or obtain a license. There can be no assurance
that we would be able to do either of those things in a timely manner or at all,
and failure to do so could harm us and our business. In addition, there can be
no assurance that we will have the financial or other resources necessary to
enforce a patent infringement or proprietary rights violation action or to
defend itself against such actions brought by others. If any of the products or
processes we have developed infringe upon the patent or proprietary rights of
others, we could, under certain circumstances, be enjoined or become liable for
damages, which would harm our business.

MARKET POTENTIAL. Our products will be targeted to entities and institutions
having a requirement for diagnostic test kits capable of detecting Hepatitis B
virus, Bubonic Plague,Mad Cow Disease, Rabies Virus, West Nile Virus, Malaria
and Whooping Cough, such as hospitals, medical offices and practitioners,
government and other institutional entities.

WORLDWIDE EXISTING AND EMERGING INFECTIOUS DISEASES. We believe that there are
six major factors are contributing to disease emergence and reemergence: 1)
changes in human demographics and behavior, 2) advances in technology and
changes in industry practices, 3) economic development and changes in land use
patterns, 4) dramatic increases in volume and speed of international travel and
commerce - not only of people but of animals, foodstuffs and other commodities,
5) microbial adaptation and change (a factor that makes infectious diseases
unique and particularly challenging), and 6) breakdown of public health capacity
required to handle infectious diseases at the local, state, national and global
levels. In most cases, we believe that more than one of these factors underlies
the emergence or reemergence of an individual disease or condition.


                                       5
<PAGE>

In addition, we believe that the global nature of a disease always needs to be
considered. Before 1999, West Nile Virus had not been found in the Western
Hemisphere, though it was a well-recognized cause of disease in Africa, Europe
and the Middle East. We believe that recent experience reinforces the need to
address not only surveillance of and capacity to respond to vector-borne
diseases, but also the importance of research on infectious diseases that exist
in other parts of the world. Our management is of the opinion that the West Nile
encephalitis outbreak highlights the necessity of developing public health
laboratory capacity. The West Nile Virus outbreak also provides a reminder that
we also need to consider the possibility that a complex infectious disease
outbreak may result from bioterrorism. We believe that preparing for this
possibility will strengthen the national and global ability to address emerging
and reemerging infections, and that our country's intelligence community has
acknowledged that infectious diseases represent a threat to national security.
In published statements, the leaders of the Group of Eight Industrialized
Nations have made a commitment to substantially reduce the global burden of HIV
infection, tuberculosis and malaria by 2010.

Various bodily fluids including, plasma, serum, urine, saliva and tears have
been used for tests and assays. The most popular test sample is blood or blood
components. Blood cells are usually removed by microfiltration or passage
through a small pore size membrane, though it is generally acknowledged that
blood taken from donors is never sterile. Bacteria are always circulating in the
blood. Therefore, assays or tests need to be performed within two hours of
taking a sample, otherwise significant degradation of the specimen can occur,
even when so-called preservatives have been added to the sample. The basic
performance parameters of diagnostic tests are sensitivity, specificity and
predictive values. Sensitivity is the percentage of individuals correctly
identified by test as not having the disease. Diseased individuals that have a
negative test are classified as false negatives and normal individuals who have
a positive test result are classified as false positives. Thus, our management
believes that the key properties to be met by all detection devices are adequate
sensitivity, specificity, reproducibility, robustness and time to obtain a
result.

A survey of the literature by our management indicates there are potentially
very large markets for hepatitis B and C, human immunodeficiency virus (HIV),
the four strains of malaria and tuberculosis. In addition, we estimate that
there are several smaller niche markets in which there is currently relatively
little competition, an example being rapid rabies testing. As of March 2002, the
Centers for Disease Control and Prevention (CDC) reported 431,924 individuals
living with HIV or AIDS in the United States. The only rapid HIV test to obtain
FDA approval is an HIV-I antibody test, a point-of-care test produced by OraSure
Technologies, Inc. of Bethlehem, PA. In addition, we believe that Hepatitis B
virus remains one of the most lethal infectious diseases in the world, ranking
among the ten most common causes of death worldwide. A hepatitis B virus vaccine
is available and we believe that it is important to identify those with
hepatitis B and those at risk. According to published information, it is
estimated that there are more than 3 million cases of hepatitis B in the US with
much higher incidences worldwide, and that half of the children in China are
born with hepatitis B infection. In addition, TB is very infectious and
continuing to spread, cases of bubonic plague continue to increase in the US,
and Hepatitis C is another serious disease with life threatening consequences.

Our virtual company approach utilizing extensive outsourcing eliminates the
heavy costs of equipment purchases, set up of manufacturing and running a stable
of professionals involved in test device research and development.

RISK FACTORS AND CLINICAL REGULATORY REQUIREMENTS. Although U.S. Regulatory
Requirements are not applicable in developing countries, in order to establish
and maintain a reputation for high quality, reproducible latex products, we
expect that it will be necessary to establish specificity, reproducibility, and
sensitivity for each potential product. Our management believes that this is
best accomplished for each diagnostic test by conducting studies of an optimized
test on several thousand coded test specimens obtained from the Centers for
Disease Control. Optimization will, in general, be set so as to avoid any false
negative results. However, a usual consequence of this approach is the
occurrence of a small number of false positives results, which will require
resolution by use of one of the accepted standard tests (gold Standards) for the
particular condition.


                                       6
<PAGE>

In the US, applications to market new medical diagnostic products must be
submitted to the Food and Drug Administration (FDA) for review and approval.
Diagnostic products developed by us will be subjected to different types of
review depending upon whether the product is new or substantially equivalent to
an existing product. A diagnostic product that is deemed substantially
equivalent will be subject to the abbreviated FDA pre-market notification "510k
review" process with determination by the FDA normally being made within 90
days. If substantial equivalence of a new diagnostic product cannot be
demonstrated, a pre-market approval (PMA) Submission is required. The FDA
requires at least 180 days for a PMA Submission. Approval of a diagnostic
product by regulatory authorities comparable to the FDA must be obtained in many
foreign countries prior to marketing the product. An assurance for introduction
of any of the diagnostic products is dependent on the successful completion of
the development of the technology platform and demonstration of the safety,
reliability, sensitivity, specificity and general effectiveness of the new
diagnostic product. There can be no assurance that we will be successful in
completing such development, or if successful, that our products will realize
the anticipated level of technical performance, ease of manufacture and revenue
return. Our proposed product development schedule for reduction to practice
could be impacted by unanticipated difficulties in technology conversion,
unforeseen changes in government regulations, patent or licensing issues, which
could result in reduction in market penetration, loss of competitive edge and
failure to meet expected product sales.

COMPETITION. We compete with a number of other diagnostic test kit companies.
Technological innovation in the diagnostics field is accelerating rapidly and
there can be no assurance that other new developments will not make our
technology innovations obsolete or uneconomical. While every care has been taken
in the estimate of costs to bring our technologies to prototype stages and
qualify these prototypes, there can be no guarantee that the funds required as
calculated will be sufficient to complete the initial product development and
evaluation. If additional funds are required, there can be no certainty that
such funds will be obtainable or that in raising those funds, it will not
substantially reduce the returns to earlier investors.

GOVERNMENT REGULATION. We believe that we will experience minimal direct costs
and effects of compliance with environmental laws and other such federal, state
and local regulations, in that we intend to outsource all manufacturing and
distribution operations to companies that comply with Good Manufacturing
Practice Regulations and other applicable laws and regulations. We believe we
are otherwise in compliance with existing or probable governmental regulations
on our business, and as we move toward the development, manufacture and
production of our diagnostic test kits, we intend to comply with all relevant
regulations applicable to our products.

OUR RESEARCH AND DEVELOPMENT. Since we adopted this business plan in June 2003,
we have made no expenditures for research and development activities. Because
our product is not yet in production, there are no costs borne by customers.

OUR FACILITIES. Our executive, administrative and operating office is located in
the personal residence of Dr. Seaman, our president and one of our directors. We
believe that our current facilities are adequate for our needs until additional
funding is obtained, and that additional suitable space will be available on
acceptable terms as required. We do not own any real estate. Dr. Seaman, our
president and director, currently provides office space to us at no charge. We
do not have a written lease or sublease agreement and Dr. Seaman does not expect
to be paid or reimbursed for providing office facilities.

OUR EMPLOYEES. Our only employees are Dr. Seaman, Dr. Hemmes and Dr. Regan, with
whom we have entered into employment agreements, as described herein. We believe
that relations with our employee are good. We are not a party to any collective
bargaining agreements.

ITEM 2.  DESCRIPTION OF PROPERTY.
---------------------------------

PROPERTY HELD BY US. As of the date specified in the following table, we held
the following property:

============================= ======================= =========================
       PROPERTY                  FEBRUARY 29, 2004       FEBRUARY 28, 2003
----------------------------- ----------------------- -------------------------
Cash                                    $1                   $27,150
----------------------------- ----------------------- -------------------------
Property and Equipment, net             $0                      $0
============================= ======================= =========================


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<PAGE>

OUR FACILITIES. Our executive, administrative and operating office is located in
the personal residence of Dr. Seaman, our president and one of our directors. We
believe that our current facilities are adequate for our needs until additional
funding is obtained, and that additional suitable space will be available on
acceptable terms as required. We do not own any real estate. Dr. Seaman, our
president and director, currently provides office space to us at no charge. We
do not have a written lease or sublease agreement and Dr. Seaman does not expect
to be paid or reimbursed for providing office facilities.

ITEM 3.  LEGAL PROCEEDINGS.
---------------------------

There are no legal actions pending against us nor are any legal actions
contemplated by us at this time.

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
----------------------------------------------------------

Not applicable.

                                     PART II

ITEM 5.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
------------------------------------------------------------------------

REPORTS TO SECURITY HOLDERS. We are a reporting company with the Securities and
Exchange Commission, or SEC. 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.

PRICES OF COMMON STOCK. We participate in the OTC Bulletin Board, an electronic
quotation medium for securities traded outside of the Nasdaq Stock Market, and
prices for our common stock are published on the OTC Bulletin Board under the
trading symbol "RBIO". This market is extremely limited and the prices quoted
are not a reliable indication of the value of our common stock.

Following is information about the range of high and low bid prices for our
common stock for each fiscal quarter as far back as relevant information is
available; in June 2003, we had a reverse stock split. The source of this
information is Yahoo! finance. These quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not necessarily
represent actual transactions.

--------------------- --------------------- --------------------------
   QUARTER ENDED       HIGH BID QUOTATION       LOW BID QUOTATION
--------------------- --------------------- --------------------------
 February 29, 2004           $0.27                    $0.27
--------------------- --------------------- --------------------------
 November 30, 2003           $0.50                    $0.50
--------------------- --------------------- --------------------------
  August 31, 2003            $0.35                    $0.35
--------------------- --------------------- --------------------------

DESCRIPTION OF CAPITAL STOCK. We are authorized to issue 120,000,000 shares of
$.001 par value common stock. As of February 29, 2004, there were 20,584,214
shares of our common stock were issued and outstanding. Holders of shares of our
common stock are entitled to receive dividends when and as declared by our Board
of Directors from funds legally available therefore. All the shares of our
common stock have equal voting rights and, according to the opinion of our legal
counsel, are nonassessable. Each shareholder of our common stock is entitled to
share ratably in any assets available for distribution to holders our equity
securities upon our liquidation. Holders of our common stock do not have
preemption rights.

EQUITY COMPENSATION PLANS. We have 6,000,000 options authorized for issuance
under our 2003 Stock Option Plan, as amended.


                                       8
<PAGE>

PENNY STOCK REGULATION. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
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 those 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 prepared by the Securities and Exchange Commission, which
contains the following:

     o    a description of the nature and level of risk in the market for penny
          stocks in both public offerings and secondary trading;
     o    a description of the broker's or dealer's duties to the customer and
          of the rights and remedies available to the customer with respect to
          violation to such duties or other requirements of securities' laws;
     o    a brief, clear, narrative description of a dealer market, including
          "bid" and "ask" prices for penny stocks and the significance of the
          spread between the "bid" and "ask" price;
     o    a toll-free telephone number for inquiries on disciplinary actions;
     o    definitions of significant terms in the disclosure document or in the
          conduct of trading in penny stocks; and
     o    such other information and is in such form (including language, type,
          size and format), as the Securities and Exchange Commission shall
          require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

     o    the bid and offer quotations for the penny stock;
     o    the compensation of the broker-dealer and its salesperson in the
          transaction;
     o    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and
     o    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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. 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.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION.
------------------------------------------------------------------------------

THIS FOLLOWING INFORMATION SPECIFIES CERTAIN FORWARD-LOOKING STATEMENTS OF
MANAGEMENT OF THE COMPANY. FORWARD-LOOKING STATEMENTS ARE STATEMENTS THAT
ESTIMATE THE HAPPENING OF FUTURE EVENTS ARE NOT BASED ON HISTORICAL FACT.
FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY, SUCH AS "MAY", "SHALL", "COULD", "EXPECT", "ESTIMATE",
"ANTICIPATE", "PREDICT", "PROBABLE", "POSSIBLE", "SHOULD", "CONTINUE", OR
SIMILAR TERMS, VARIATIONS OF THOSE TERMS OR THE NEGATIVE OF THOSE TERMS. THE
FORWARD-LOOKING STATEMENTS SPECIFIED IN THE FOLLOWING INFORMATION HAVE BEEN
COMPILED BY OUR MANAGEMENT ON THE BASIS OF ASSUMPTIONS MADE BY MANAGEMENT AND
CONSIDERED BY MANAGEMENT TO BE REASONABLE. OUR FUTURE OPERATING RESULTS,
HOWEVER, ARE IMPOSSIBLE TO PREDICT AND NO REPRESENTATION, GUARANTY, OR WARRANTY
IS TO BE INFERRED FROM THOSE FORWARD-LOOKING STATEMENTS.


                                       9
<PAGE>

THE ASSUMPTIONS USED FOR PURPOSES OF THE FORWARD-LOOKING STATEMENTS SPECIFIED IN
THE FOLLOWING INFORMATION REPRESENT ESTIMATES OF FUTURE EVENTS AND ARE SUBJECT
TO UNCERTAINTY AS TO POSSIBLE CHANGES IN ECONOMIC, LEGISLATIVE, INDUSTRY, AND
OTHER CIRCUMSTANCES. AS A RESULT, THE IDENTIFICATION AND INTERPRETATION OF DATA
AND OTHER INFORMATION AND THEIR USE IN DEVELOPING AND SELECTING ASSUMPTIONS FROM
AND AMONG REASONABLE ALTERNATIVES REQUIRE THE EXERCISE OF JUDGMENT. TO THE
EXTENT THAT THE ASSUMED EVENTS DO NOT OCCUR, THE OUTCOME MAY VARY SUBSTANTIALLY
FROM ANTICIPATED OR PROJECTED RESULTS, AND, ACCORDINGLY, NO OPINION IS EXPRESSED
ON THE ACHIEVABILITY OF THOSE FORWARD-LOOKING STATEMENTS. NO ASSURANCE CAN BE
GIVEN THAT ANY OF THE ASSUMPTIONS RELATING TO THE FORWARD-LOOKING STATEMENTS
SPECIFIED IN THE FOLLOWING INFORMATION ARE ACCURATE, AND WE ASSUME NO OBLIGATION
TO UPDATE ANY SUCH FORWARD-LOOKING STATEMENTS.

CRITICAL ACCOUNTING POLICY AND ESTIMATES.
-----------------------------------------

Our Management's Discussion and Analysis of Financial Condition and Results of
Operations section discusses our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. On an on-going basis,
management evaluates its estimates and judgments, including those related to
revenue recognition, accrued expenses, financing operations, and contingencies
and litigation. Management bases its estimates and judgments on historical
experience and on various other factors that are believed to be reasonable under
the circumstances, the results of which form the basis for making judgments
about the carrying value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under
different assumptions or conditions. The most significant accounting estimates
inherent in the preparation of our financial statements include estimates as to
the appropriate amounts to accrue for accounting and legal expenses. These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to the financial statements included in our Annual
Report on Form 10-KSB for the year ended February 29, 2004.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
--------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES. As of February 29, 2004, we have cash of $1. We
believe that our available cash is not sufficient to pay our day-to-day
expenditures or to move forward with the development of our business. We have no
source of revenues and will need to rely on loans or contributions from our
management in order to continue operations, unless we are able to identify
another source of funding. We are unable to generate revenues from sales of our
products as they are still under development. As of February 29, 2004, our total
liabilities and our total current liabilities were $110,436, which was
represented by $20,505 of accounts payable, $8,920 in accounts payable to a
related party, $4,500 in accrued expenses, $53,150 in accrued salaries, $301 in
accrued interest, $60 in accrued interest to related parties, and $10,000 in
notes payable and $13,000 in notes payable to related parties.

FOR THE YEAR ENDED FEBRUARY 29, 2004 COMPARED TO THE YEAR ENDED FEBRUARY 28,
2003.
---------------------------------------------------------------------------
RESULTS OF OPERATIONS.

REVENUES. For the year ended February 29, 2004, we have not realized any
revenues.

OPERATING EXPENSES. For the year ended February 29, 2004, our total operating
expenses were $2,176,096 compared to total expenses of $12,885 for the
corresponding period in 2003. The expenses for the year ended February 29, 2004
were represented by $60,000 in officer salaries, $2,054,198 in consulting fees,
$31,284 in legal fees and $30,614 in general and administrative expenses. This
is in comparison to the same period ending February 28, 2003, where we had
operating expenses of $12,885 which was represented by $1,000 in officer
salaries and $11,885 by general and administrative expenses. The large increase
in operating expenses is due to incurring officer salaries and consulting
expenses, incurred as a result of operating under our new management and
business plan.

For the year ending February 29, 2004, we also had an interest expense of $859.
Therefore our net loss was $2,176,955 for the year ended February 29, 2004. This
is in comparison to the year ended in 2003, where we had $61,020 on gain on
extinguishment of debt and $3,692 in interest expenses for the year ending
February 28, 2003, giving us $57,328 in other income. Therefore our net income
for the corresponding period ending in 2003 was $44,443.


                                       10
<PAGE>

OUR PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. As of June 14, 2004, we had no
cash resources. We have not yet generated any revenues from operations. We plan
on raising additional operating funds through the sale of our common stock. If
we are not able to raise additional funds, we may arrange for loans or other
borrowings. Our forecast of the period of time through which our financial
resources will be adequate to support our operations is a forward-looking
statement that involves risks and uncertainties, and actual results could vary
as a result of a number of factors. There is no guarantee that we will be able
to sell shares of our common stock or that we will be able to arrange for
borrowings on acceptable terms if at all.

Our plan of operation is materially dependent on our ability to continue the
development of our proposed line of diagnostic tests and raise additional
capital to market our products. We believe that we will need approximately
$250,000 to continue to develop and then market our line of diagnostic testing
products. Within the next twelve months, we hope to begin the manufacturing and
marketing of our products. We must also enter into arrangements with
manufacturers to manufacture our planned product line. Finally, we must raise
additional working capital either through the sale of our common stock or
through loans. There is no guarantee that we will be able to raise additional
capital through the sale of our common stock. Moreover, there is no guarantee
that we will be able to arrange for loans on favorable terms, or at all.

Our inability to access the capital markets or obtain acceptable financing could
harm our results of operations and financial condition. To the extent that
additional capital is raised through the sale of equity or equity-related
securities, the issuance of such securities could result in dilution of our
stockholders. We cannot guaranty that additional funding will be available on
favorable terms. If adequate funds are not available within the next 12 months,
we may be required to limit our proposed diagnostic testing development
activities or to obtain funds through entering into arrangements with
collaborative partners. If adequate funds are not available, we believe that our
officers and directors will contribute funds to pay for our expenses. Our belief
that our officers and directors will pay our expenses is based on the fact that
our officers and directors collectively own 15,000,000 shares of our common
stock, which equals approximately 68% of our total issued and outstanding common
stock. We believe that our officers and directors will continue to pay our
expenses as long as they maintain their ownership of our common stock. If our
officers and directors loan us operating capital, we will either execute
promissory notes to repay the funds or issue stock to those officers and
directors. We have not formulated specific repayment terms. We will negotiate
the specific repayment terms and whether repayment will be in the form of stock
when, and if, funds are advanced by any of our officers and directors.

Over the next twelve months, we plan to continue with our ongoing research and
development activities to develop our proposed line of diagnostic tests.
Specifically, we are currently studying the development of rapid diagnostic
tests for Hepatitis B, West Nile Virus and a test to establish successful
vaccinations for small pox. Over the next twelve months, we do not anticipate
that we will purchase or sell any significant equipment, but rather, utilize the
facilities and equipment our scientific team currently has access to. In the
event that we are able to begin manufacturing operations, then we may need to
hire additional employees or independent contractors.

In March 2004 we announced that we have entered into an agreement with Dr.
Michael Huchital of Warwick, New York. The agreement is for us to acquire by way
of a formal Asset Purchase Agreement, all rights, interests and title to a
portfolio of rapid diagnostic tests developed, under development or in research.
Research and development on a rapid field test for Hepatitis B virus and Bubonic
Plague has been completed. Tests under development include Mad Cow Disease,
Rabies Virus, West Nile Virus, four strains of Malaria and Whooping Cough. Tests
under joint study and research include Chagas' disease, Tuberculosis,
Clostridium Botulinum toxin and Ricin toxin. Dr. Huchital will collaborate with
us on the development of prototype tests for validation and these tests will
then be outsourced to an OEM manufacturer. Along with Dr. Huchital, we expect to
be able to react very quickly to develop new rapid diagnostic tests to address
any new outbreaks or epidemics worldwide through joint use of facilities and
collaboration of personnel.

OFF-BALANCE SHEET ARRANGEMENTS. There are no off balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors


                                       11
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS
-----------------------------

The financial statements required by Item 7 are presented in the following
order:




                           RAPID BIO TESTS CORPORATION
                           (Formerly Vitatonics Corp.)
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                February 29, 2004




                                 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.......................................... 9



                                       12
<PAGE>




                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
Rapid Bio Tests Corporation
(formerly Vitatonics Corp.)
(A Development Stage Company)
Springfield, Oregon

We have audited the accompanying balance sheet of Rapid Bio Tests Corporation (a
development stage company) as of February 29, 2004, and the related statements
of operations, stockholders' equity (deficit), and cash flows for the years
ended February 29, 2004 and February 28, 2003 and from inception of the
development stage on March 1, 2001 through February 29, 2004. 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 the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 Rapid Bio Tests Corporation (a
development stage company) as of February 29, 2004, and the results of its
operations and its cash flows for the years ended February 29, 2004 and February
28, 2003 and from inception of the development stage on March 1, 2001 through
February 29, 2004 in conformity with accounting principles generally accepted in
the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 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 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
June 14, 2004


                                       13
<PAGE>



                           RAPID BIO TESTS CORPORATION
                           (Formerly Vitatonics Corp.)
                          (A Development Stage Company)
                                  Balance Sheet






                                     ASSETS

                                                                   February 29,
                                                                       2004
                                                                 ---------------
CURRENT ASSETS

   Cash                                                          $            1


     Total Current Assets                                                     1
                                                                 --------------

     TOTAL ASSETS                                                $            1
                                                                 ==============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                              $       20,505
   Accounts payable - related parties (Note 3)                            8,920
   Accrued expenses                                                       4,500
   Accrued salaries                                                      53,150
   Accrued interest                                                         301
   Accrued interest - related parties                                        60
   Notes payable (Note 4)                                                10,000
   Notes payable - related parties (Note 3)                              13,000
                                                                 --------------

     Total Current Liabilities                                          110,436
                                                                 --------------

     Total Liabilities                                                  110,436
                                                                 --------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, par value $0.001; authorized
     120,000,000 shares; 20,584,214 shares issued
     and outstanding                                                     20,584
   Additional paid-in capital                                         2,918,638
   Prepaid services                                                     (18,802)
   Deficit accumulated prior to the development stage                  (989,057)
   Deficit accumulated during the development stage                  (2,041,798)
                                                                 --------------

     Total Stockholders' Equity (Deficit)                              (110,435)
                                                                 --------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $            1
                                                                 ==============


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


                           RAPID BIO TESTS CORPORATION
                           (Formerly Vitatonics Corp.)
                          (A Development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
                                                                                                        FROM
                                                                                                      INCEPTION
                                                                                                       OF THE
                                                                                                     DEVELOPMENT
                                                                                                      STAGE ON
                                                                     FOR THE YEARS ENDED               MARCH 1,
                                                               ---------------------------------   2001 THROUGH
                                                                 FEBRUARY 29,     FEBRUARY 28,      FEBRUARY 29,
                                                                     2004             2003              2004
                                                               ---------------   ---------------  ----------------
<S>                                                                  <C>              <C>                <C>
REVENUES                                                       $             -   $             -  $              -
                                                               ---------------   ---------------  ----------------
EXPENSES

   Officer salaries                                                     60,000             1,000            61,000
   Consulting fees                                                   2,054,198                 -         2,054,198
   Legal fees                                                           31,284                 -            31,284
   General and administrative                                           30,614            11,885            71,452
                                                               ---------------   ---------------  ----------------

     Total Expenses                                                  2,176,096            12,885         2,217,934
                                                               ---------------   ---------------  ----------------

LOSS FROM OPERATIONS                                                (2,176,096)          (12,885)       (2,217,934)
                                                               ---------------   ---------------  ----------------
OTHER INCOME (EXPENSE)

   Gain on extinguishment of debt (Note 1)                                   -            61,020           189,233
   Interest expense                                                       (859)           (3,692)          (13,097)
                                                               ---------------   ---------------  ----------------

     Total Other Income (Expense)                                         (859)           57,328           176,136
                                                               ---------------   ---------------  ----------------

INCOME (LOSS) BEFORE INCOME TAXES                                   (2,176,955)           44,443        (2,041,798)

   Income taxes                                                              -                 -                 -
                                                               ---------------   ---------------  ----------------

NET INCOME (LOSS)                                              $    (2,176,955)  $        44,443  $     (2,041,798)
                                                               ===============   ===============  ================

BASIC INCOME (LOSS) PER SHARE                                  $         (0.16)  $          0.39
                                                               ===============   ===============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                                 13,848,917          114,214
                                                               ===============   ===============
</TABLE>




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

                                       14
<PAGE>



                           RAPID BIO TESTS CORPORATION
                           (Formerly Vitatonics Corp.)
                          (A Development Stage Company)
                  Statements of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                                        DEFICIT        RETAINED
                                                                                                      ACCUMULATED      EARNINGS
                                                         COMMON                     ADDITIONAL       PRIOR TO THE     DURING THE
                                             ---------------------------------        PAID-IN         DEVELOPMENT   DEVELOPMENT
                                                  SHARES            AMOUNT            CAPITAL           STAGE            STAGE
                                             ----------------  ---------------   ----------------  ---------------  ---------------
<S>                                                  <C>              <C>               <C>              <C>              <C>
Balance, February 28, 2001                             39,614  $            39   $        563,971  $      (989,057) $             -

Common stock issued in satisfaction
 of debt at $0.123 per share,
 December 17, 2001                                      7,000                7            214,734                -                -

Common stock issued in satisfaction
 of debt at $0.001 per share,
 January 28, 2002                                       4,000                4                996                -                -

Common stock issued for services
 at $0.001 per share,
 February 1, 2002                                      63,600               64             15,836                -                -

Net income for the year ended
 February 28, 2002                                          -                -                  -                -           90,714
                                             ----------------  ---------------   ----------------  ---------------  ---------------

Balance, February 28, 2002                            114,214              114            795,537         (989,057)          90,714

Net income for the year ended
 February 28, 2003                                          -                -                  -                -           44,443
                                             ----------------  ---------------   ----------------  ---------------  ---------------

Balance, February 28, 2003                            114,214              114            795,537         (989,057)         135,157

Common stock issued for assets at
  predecessor cost of $0.00 per share
  on June 19, 2003                                 15,000,000           15,000            (15,000)               -                -

Common stock issued for consulting
  services at $0.38 per share on
  July 24, 2003                                     5,450,000            5,450          2,065,550                -                -

Assumption and forgiveness of debt
  by related parties                                        -                -             62,571                -                -

Common stock issued for cash
  at $0.50 per share on
  November 12, 2003                                    20,000               20              9,980                -                -

Net loss for the year ended
 February 29, 2004                                          -                -                  -                -       (2,176,955)
                                             ----------------  ---------------   ----------------   --------------  ---------------
Balance, February 29, 2004                         20,584,214  $        20,584   $      2,918,638  $      (989,057) $    (2,041,798)
                                             ================  ===============   ================  ===============  ===============
</TABLE>



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

                                       15
<PAGE>



                           RAPID BIO TESTS CORPORATION
                           (Formerly Vitatonics Corp.)
                          (A Development Stage Company)
                            Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                                        FROM
                                                                                                      INCEPTION
                                                                                                       OF THE
                                                                                                     DEVELOPMENT
                                                                                                      STAGE ON
                                                                      FOR THE YEARS ENDED              MARCH 1,
                                                               ---------------------------------    2001 THROUGH
                                                                 FEBRUARY 29,     FEBRUARY 28,       FEBRUARY 29,
                                                                     2004             2003              2004
                                                               ---------------   ---------------  ----------------
<S>                                                                  <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                           $    (2,176,955)  $        44,443  $     (2,041,798)
   Adjustments to reconcile income from operations
    to net cash used by operating activities:
     Gain on extinguishment of debt                                          -           (61,020)         (189,233)
     Common stock issued for services                                2,052,198                 -         2,068,098
   Changes in assets and liabilities:
     Increase in accrued interest                                        2,718             1,800            13,065
     Increase in accounts payable and
      accounts payable - related parties                                30,390             9,877            53,219
     Increase in accrued expenses                                       58,650             4,900            63,650
                                                               ---------------   ---------------  ----------------

       Net Cash Used in Operating Activities                           (32,999)                -           (32,999)
                                                               ---------------   ---------------  ----------------

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

CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock issued for cash                                         10,000                 -            10,000
   Proceeds from notes payable                                          23,000                 -            23,000
                                                               ---------------   ---------------  ----------------

       Net Cash Used in Financing Activities                            33,000                 -            33,000
                                                               ---------------   ---------------  ----------------

NET INCREASE (DECREASE) IN CASH                                              1                 -                 1

CASH AT BEGINNING OF PERIOD                                                  -                 -                 -
                                                               ---------------   ---------------  ----------------

CASH AT END OF PERIOD                                          $             1   $             -  $              1
                                                               ===============   ===============  ================
</TABLE>



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

                                       16
<PAGE>



                           RAPID BIO TESTS CORPORATION
                           (Formerly Vitatonics Corp.)
                          (A Development Stage Company)
                      Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                                                        FROM
                                                                                                      INCEPTION
                                                                                                       OF THE
                                                                                                     DEVELOPMENT
                                                                                                      STAGE ON
                                                                     FOR THE YEARS ENDED               MARCH 1,
                                                               ---------------------------------    2001 THROUGH
                                                                 FEBRUARY 29,     FEBRUARY 28,      FEBRUARY 29,
                                                                     2004             2003              2004
                                                               ---------------   ---------------  ----------------
<S>                                                                  <C>               <C>              <C>
SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for:

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

NON-CASH FINANCING AND INVESTING ACTIVITIES:

     Common stock issued in satisfaction of debt               $             -   $       215,741  $        215,741
     Common stock issued for services                          $     2,052,198   $        15,900  $      2,068,098
</TABLE>





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

                                       17
<PAGE>



                           RAPID BIO TESTS CORPORATION
                           (Formerly Vitatonics Corp.)
                          (A Development Stage Company)
                        Notes to the Financial Statements
                     February 29, 2004 and February 28, 2003



NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

              Rapid Bio Tests Corporation (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.
              In June 2003, the Company changed its name to Rapid Bio Tests
              Corporation in order to reflect a change in its business focus.

              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 Rapid Bio Tests Corporation, a Nevada company (VC). Pursuant to
              the reorganization, the name of the surviving company was Rapid
              Bio Tests Corporation 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 Rapid Bio Tests Corporation. Rapid Bio
              Tests Corporation 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.  Provision for Taxes

              Deferred taxes are provided on a liability method whereby deferred
              tax assets are recognized for deductible temporary differences and
              operating loss and tax credit carryforwards and deferred tax
              assets are recognized for taxable temporary differences. Temporary
              differences are the differences between the reported amounts of
              assets and liabilities and their tax bases. Deferred tax assets
              are reduced by a valuation allowance when, in the opinion of
              management, it is more likely than not that some portion or all of
              the deferred tax assets will not be realized. Deferred tax assets
              and liabilities are adjusted for the effects of changes in tax
              laws and rates on the date of enactment.




                                       18
<PAGE>



NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              c. Provision for Taxes (Continued)

              Net deferred tax assets consist of the following components as of
              February 29, 2004 and February 28, 2003:
<TABLE>
<CAPTION>
                 <S>                                                               <C>                  <C>
                                                                                   2004                2003
                                                                            ------------------  ------------------
              Deferred tax assets:
                NOL Carryover                                               $          224,846  $          197,046
                                                                            ------------------  ------------------

              Deferred tax liabilities:                                                      -                   -

              Valuation allowance                                                     (224,846)           (197,046)
                                                                            ------------------  ------------------

              Net deferred tax asset                                        $                -  $                -
                                                                            ==================  ==================

              The income tax provision differs from the amount of income tax
              determined by applying the U.S. federal income tax rate to pretax
              income from continuing operations for the years ended February 29,
              2004 and February 28, 2003 due to the following:

                                                                                   2004                2003
                                                                            ------------------  ------------------

              Book (income) loss                                            $          849,010  $          (17,335)
              Stock for services/Options expense                                      (800,357)                  -
              Accrued Expenses                                                         (20,750)                  -
              Other                                                                         32                   -
              NOL Utilization                                                                -              17,335
              Valuation allowance                                                      (27,935)                  -
                                                                            ------------------  ------------------

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

              At February 29, 2004, the Company had net operating loss
              carryforwards of approximately $576,000 that may be offset against
              future taxable income from the year 2004 through 2024. No tax
              benefit has been reported in the February 29, 2004 consolidated
              financial statements since the potential tax benefit is offset by
              a valuation allowance of the same amount.

              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 future years.



                                       19
<PAGE>


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              d.  Estimates

              The preparation of financial statements in conformity with
              accounting principles generally accepted in the United States of
              America 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.

              e.  Basic Income Per Share

              Basic income per share has been calculated based on the weighted
              average number of shares of common stock outstanding during the
              period.

                                                      FOR THE YEARS ENDED
                                                ---------------  --------------
                                                  FEBRUARY 29,     FEBRUARY 28,
                                                    2004              2003
                                                ---------------  --------------

                   Income (Loss) (numerator)    $   (2,176,955)  $      44,443

                   Shares (denominator)             13,848,917         114,214
                                                ---------------  -------------

                   Per share amount             $        (0.16)  $        0.39
                                                ===============  =============

f.       Extinguishment of Debt

              The Company had a total of $189,233 of accounts payable, notes
              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 29, 2004, no such actions to
              enforce payment of the obligations have been filed. Accordingly,
              the amounts have been written off and a gain on extinguishment of
              debt of $0 and $61,020 has been recorded in the years ended
              February 29, 2004 and February 28, 2003, respectively.


                                       20
<PAGE>


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

g.       New Accounting Pronouncements

              During the year ended February 29, 2004, the Company adopted the
              following accounting pronouncements which had no impact on the
              financial statements or results of operations:

                o    SFAS No. 143, Accounting for Asset Retirement Obligations;
                o    SFAS No.145, Recision of FASB Statements 4, 44, and 64,
                     amendment of Statement 13, and Technical Corrections;
                o    SFAS No. 146, Accounting for Exit or Disposal Activities;
                o    SFAS No. 147, Acquisitions of certain Financial
                     Institutions; and
                o    SFAS No. 148, Accounting for Stock Based Compensation.
                o    SFAS No.149, Amendment of Statement 133 on Derivative
                     Instruments and Hedging Activities;
                o    SFAS No.150, Accounting for Certain Financial Instruments
                     with Characteristics of both Liabilities and Equity

              In addition, during the year ended February 29, 2004, FASB
              Interpretations No. 45 and No. 46, along with various Emerging
              Issues Task Force Consensuses (EITF) were issued and adopted by
              the Company and had no impact on its financial statements.

NOTE 2 -      COMMON STOCK TRANSACTIONS

              On April 25, 2003, the Company had a 1 for 250 reverse stock
              split. All references to common stock have been retroactively
              restated.

              On June 19, 2003, the Company issued 15,000,000 shares of common
              stock to related parties for asset purchase per the individuals
              employment agreements. The shares were recorded at zero cost due
              to the inability to establish a cost or predecessor cost on the
              assets.

              On July 24, 2003, the Company issued 5,450,000 shares of common
              stock to a number of individuals for consulting services. The
              shares were valued by the Company at $0.38 per share, which
              represents the fair value of the common stock being issued.

              On August 31, 2003, former officers of the Company forgave and
              assumed $62,571 of the Company's debt, which was recorded as an
              increase in additional paid-in capital.

              On November 12, 2003, the Company issued 20,000 shares of common
              stock for $10,000 in cash. The shares were valued by the Company
              at $0.50 per share.


                                       21
<PAGE>

NOTE 3 -      RELATED PARTIES

              As of February 29, 2004, the Company owed a total of $8,920 to the
              President and CFO for expenses paid on behalf of the Company.

              At February 29, 2004, the Company had one unsecured notes payable
              - related parties totaling $10,000, payable to a major shareholder
              of the Company bearing interest at 5% per annum. This notes
              payable-related party is due on demand.

              Interest expense related to this note payable - related parties
              for the years ended February 29, 2004 and February 28, 2003 was
              $60 and $0, respectively.

NOTE 4 -      NOTES PAYABLE

              At February 29, 2004, the Company had two unsecured notes payable
              totaling $13,000, both bearing the imputed interest rate of 4% per
              annum. These notes payable are due on demand.

              Interest expense related to these notes payable for the years
              ended February 29, 2004, and February 28, 2003 was $301 and $0,
              respectively,

NOTE 5 -      GOING CONCERN

              The Company's financial statements are prepared using accounting
              principles generally accepted in the United States of America
              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 $3,030,855 at February 29, 2004 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 raise additional operating funds
              through the sale of common stock or through loans or other
              borrowings. The forecast of the period of time through which the
              financial resources will be adequate to support the Company's
              operations is a forward-looking statement that involves risks and
              uncertainties, and actual results could vary as a result of a
              number of factors. There is no guarantee that the Company will be
              able to sell shares of their common stock or that they will be
              able to arrange for borrowings on acceptable terms, if at all.



                                       22
<PAGE>


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.

ITEM 8A. CONTROLS AND PROCEDURES.
---------------------------------

(a) Evaluation of disclosure controls and procedures. We maintain controls and
procedures designed to ensure that information required to be disclosed in the
reports that we file or submit under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Based upon
their evaluation of those controls and procedures performed as of the end of the
period covered by this annual report, our chief executive officer and the
principal financial officer concluded that our disclosure controls and
procedures were adequate.

(b) Changes in internal controls. There were no significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive officer and principal financial officer.

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
----------------------------------------------------------------------

EXECUTIVE OFFICERS AND DIRECTORS.  Our officers and directors are specified on
the table below:

============================= ======== ========================================
NAME                            AGE                  POSITION
----------------------------- -------- ----------------------------------------
Geoffrey V.F. Seaman, Ph.D.      71          Chief Executive Officer,
                                                    Director
----------------------------- -------- ----------------------------------------
Paul R. Hemmes, Ph.D             60     Secretary, Treasurer, Chief Financial
                                                  Officer, Director
----------------------------- -------- ----------------------------------------
David H. Regan, M.D.             61      Vice President of Medical Affairs,
                                                      Director
============================= ======== ========================================

DR. GEOFFREY V. F. SEAMAN. Dr. Seaman was appointed our Chief Executive
Officer and a director on June 16, 2003. From 2000 to 2002, Dr. Seaman
was the President of Western Biomedical Research and from 1993 to 2000, served
as the President of Emerald Diagnostics. Prior to that, Dr. Seaman was the
President and Director of Marketing for the Interfacial Dynamics Corporation
from 1982 to 1993. During that time, he was also the Vice President of Research
for the Eisenhower Medical Center in Rancho Mirage, California from 1988 to
1990. He has produced a variety of diagnostic test platforms including, a)
polymer microsphere-based slide agglutination tests, b) lateral flow tests using
enzyme amplification, c) a dye dip stick platform using changes in microsphere
surface pH during the antigen/antibody reaction and d) changes in particle
surface charge created by specific antigen/antibody reactions. Specific tests
developed by Dr. Seaman include an electrophoretic mobility test for the early
diagnosis of multiple sclerosis, a colloidal gold immunochromatographic assay
for human chorionic gonadotrophin (hCG, pregnancy), a lateral flow test using
progesterone as an aid to fertility assessment and a dip stick test for HIV I
and II. Dr. Seaman is the author of more than two hundred publications and
patents. He has been the organizer for courses on diagnostic test development


                                       23
<PAGE>

given to the diagnostics industry annually for the past twelve years. Dr. Seaman
provides review and consulting services to NIH, NASA and various diagnostic
companies. Dr. Seaman is also a member of the American Chemical Society, the
American Society of Biological Chemists, the American Society of Hematology, the
American Society for Artificial Organs, the Biophysical Society, the
Electrophoresis Society, the International Society of Biorhology, the New York
Academy of Sciences, and the Society for Biomaterials. Dr. Seaman earned his
Doctorate in Biophysics and Colloid Science in 1959 at the University of
Cambridge, England. In 1961 he received his Licentiate in Chemistry from the
Royal Institute of Chemistry, and his Bachelor's degree in Chemistry from the
Royal College of Science in 1955. Dr. Seaman is not an officer or director of
any other reporting company.

DR. PAUL R. HEMMES. On June 16, 2003, Dr. Hemmes was appointed our Secretary,
Treasurer, Chief Financial Officer and as one of our directors. Dr. Hemmes is
responsible for the administration of corporate operations and management of our
financial books and records. From 1998 to June 2003, Dr. Hemmes was the Director
of Production for Spectral Diagnostics in Toronto, Ontario, where he was
responsible for the production, process development and the transfer of
technologies to the manufacturing stage. He has worked in a variety of
diagnostic companies, both developing rapid diagnostic tests and honing his
skills in transferring product successfully from research and development to
manufacturing. Dr. Hemmes has published over sixty articles and has eight
patents, and specializes in diagnostics detection methodology. Dr. Hemmes is a
member of the American Chemical Society, the Electrochemical Society, the
Microchemical Society, and the Mathematical Associates of America. Dr. Hemmes
received his Ph.D. in Physical Chemistry from the Polytechnic Institute of
Brooklyn in 1976 and his Bachelor's of Science in Chemistry from Clarkson
College in 1966. Dr. Hemmes is not an officer or director of any reporting
company.

DR. DAVID H. REGAN. On June 16, 2003, Dr. Regan was appointed as our Vice
President of Medical Affairs and as one of our directors. Dr. Regan is a
hematologist and oncologist and is serving as a consulting medical director to
The Registrant. From 1974 to the present, Dr. Regan has been a physician with
the Northwest Cancer Specialists Laboratories, and serves as their Laboratory
Medical Director. He is the past President of the Association of Community
Cancer Centers. Dr. Regan diagnosed the first case of AIDS in the State of
Oregon. Dr. Regan has a strong entrepreneurial background, with expertise in
setting up clinical trials and quality assurance programs. He has been involved
in several rapid diagnostic test companies and developed an early test for HIV I
and II. Dr. Regan received his Medical Doctor degree from the University of
Southern California in 1969 and his Bachelor of Science degree in Zoology from
the University of California at Los Angeles in 1965. Dr. Regan is not an officer
or director of any other reporting company.

There is no family relationship between any of our officers or directors. 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 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 the officers or directors of any corporation or entity affiliated
with us so enjoined.

AUDIT COMMITTEE AND FINANCIAL EXPERT. Because our Board of Director currently
consists of only three members and we do not have the resources to expand our
management at this time, we do not have an audit committee, nor do we have a
financial expert on our Board of Directors as that term is defined by Item
401(e)2.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of the
Securities Act of 1934 requires our directors, executive officers, and any
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership and changes in ownership with the Securities and
Exchange Commission. SEC regulation requires executive officers, directors and
greater than 10% stockholders to furnish us with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during the year ended February 29, 2004, our executive officers, directors,
and greater than 10% stockholders complied with all applicable filing
requirements.

CODE OF ETHICS. We have not yet adopted a code of ethics that applies to our
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.


                                       24
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION
---------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

SUMMARY COMPENSATION TABLE. The table set forth below summarizes the annual and
long-term compensation for services in all capacities to us payable to our chief
executive officer and our other executive officers during the year ending
February 29, 2004 and February 28, 2003. Our Board of Directors may implement
the terms of our existing incentive stock option plan for our executive officers
which would result in additional compensation.
<TABLE>
<CAPTION>
===================== ====== ==================================== =============================================== =================
                                     ANNUAL COMPENSATION                      LONG TERM COMPENSATION

--------------------- ------ ------------------------------------ ----------------------------------------------- -----------------
 NAME AND PRINCIPAL   YEAR   SALARY    BONUS      OTHER ANNUAL               AWARDS                 PAYOUTS          ALL OTHER
      POSITION                 ($)       ($)    COMPENSATION ($)                                                    COMPENSATION
--------------------- ------ --------- -------- ----------------- ----------------------------- ----------------- -----------------
        <S>            <C>     <C>       <C>           <C>            <C>           <C>               <C>               <C>
                                                                  RESTRICTED     SECURITIES     LTIP PAYOUTS ($)
                                                                     STOCK       UNDERLYING
                                                                  AWARDS ($)    OPTIONS/SARS
                                                                                     (#)
--------------------- ------ --------- -------- ----------------- ------------ ---------------- ----------------- -----------------
Geoffrey V.F.         2004     None     None          None           None           None              None              None
Seaman, President
--------------------- ------ --------- -------- ----------------- ------------ ---------------- ----------------- -----------------
                      2003     None     None          None           None           None              None              None
--------------------- ------ --------- -------- ----------------- ------------ ---------------- ----------------- -----------------
Paul R. Hemmes,       2004     None     None          None           None           None              None              None
Secretary, Treasurer
--------------------- ------ --------- -------- ----------------- ------------ ---------------- ----------------- -----------------
                      2003     None     None          None           None           None              None              None
===================== ====== ========= ======== ================= ============ ================ ================= =================
</TABLE>
COMPENSATION OF DIRECTORS. Our current directors are also our employees and
receive no extra compensation for their service on our board of directors.

COMPENSATION OF OFFICERS. As of June 14, 2004, our officers have received no
compensation for their services provided to us.

EMPLOYMENT CONTRACTS. We have entered into asset purchase and employment
agreements with our officers and directors, which were filed as exhibits to our
report on Form 8-K dated June 16, 2003, which was filed on June 18, 2003, and as
amended July 28, 2003, filed on July 31, 2003.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of February 29, 2004, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.



                                       25


<PAGE>

<TABLE>
<CAPTION>
TITLE OF CLASS             NAME AND ADDRESS OF BENEFICIAL OWNER          AMOUNT AND NATURE OF BENEFICIAL      PERCENT OF CLASS
                                                                                      OWNER
-----------------------    ------------------------------------------    ---------------------------------    -----------------
   <S>                                    <C>                                           <C>                          <C>
Common Stock               Geoffrey V.F. Seaman, Ph.D.                           9,000,000 shares
                           5409 Ivy Street                                   chief executive officer,              43.7%
                           Springfield, OR 97478                                     director

Common Stock               Paul Hemmes, Ph.D.                                    4,000,000 shares                  19.4%
                           5409 Ivy Street                                 secretary, treasurer, chief
                           Springfield, OR 97478                           financial officer, director

Common Stock               David H. Regan., M.D.                                 2,000,000 shares                   9.7%
                           5409 Ivy Street                                  vice president of medical
                           Springfield, OR 97478                                affairs, director

Common Stock               Margaret Seaman                                      350,000 shares(1)                   1.7%
                           5409 Ivy Street                                    independent contractor
                           Springfield, OR 97478

Common Stock               All directors and named executive                    15,350,000 shares                  74.6%
                           officers as a group
</TABLE>
(1) Margaret Seaman is the spouse of Geoffrey Seaman, therefore each
beneficially owns 9,350,000 shares of our common stock, or 45.4% of the total
issued and outstanding.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.

CHANGES IN CONTROL. Our 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.
---------------------------------------------------------

RELATED PARTY TRANSACTIONS. There have been no related party transactions,
except for the following:

Geoffrey Seaman, our president and one of our directors, provides us office
space at no charge.

As of February 29, 2004, Geoffrey Seaman, our president and one of our
directors, has paid $8,920 in expenses on our behalf.

At February 29, 2004, we had one unsecured note payable to a Cathy Shackleton,
a related party who is a major shareholder, totaling $10,000, bearing interest
at 5% per annum. This note payable is due on demand.

On August 31, 2003, our former officers forgave and assumed $62,571 of our debt,
which was recorded as an increase in additional paid-in capital.

With regard to any future related party transactions, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

     o    disclose such transactions in prospectuses where required;
     o    disclose in any and all filings with the Securities and Exchange
          Commission, where required;
     o    obtain disinterested directors consent; and
     o    obtain shareholder consent where required.


                                       26
<PAGE>


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------

(a) Exhibit No.
---------------

3.1       Articles of Incorporation*
3.1.1     Amended Articles of Incorporation**
3.2       Bylaws*
10.1      Asset Purchase Agreement
31.1      Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2      Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1      Section 906 Certification by Chief Executive Officer
32.2      Section 906 Certification by Chief Financial Officer

*   Previously filed as exhibits to our Registration Statement on Form 10-SB
    filed on September 19, 2000

**  Previously filed as an exhibit to our Information Statement DEF 14C filed
    May 23, 2003

(b) Reports on Form 8-K
-----------------------

No reports on Form 8-K were filed during the last quarter of the period covered
by this annual report on Form 10-KSB except for the following:

On January 12, 2004 we filed a report on form 8-K containing Item 5 - Other
events, attaching our press release dated January 9, 2004 announcing that we
have been conducting feasibility studies related to a test for Bovine Spongiform
Encephalopathy, commonly known as Mad Cow Disease. A copy of the press release
was attached to that Form 8-K as Exhibit 99.

Subsequent to the period covered by this report, we filed a report on Form 8-K
on March 17, 2004 containing Item 5 - Other events, including a press release
announcing that we have entered into an Agreement with Dr. Michael Huchital of
Warwick, New York. The Agreement is for us to acquire by way of a formal Asset
Purchase Agreement, all rights, interests and title to a portfolio of rapid
diagnostic tests developed, under development or in research. Research and
development on a rapid field test for Hepatitis B virus and Bubonic Plague has
been completed. Tests under development include Mad Cow Disease, Rabies Virus,
West Nile Virus, four strains of Malaria and Whooping Cough. Tests under joint
study and research include Chagas' disease, Tuberculosis, Clostridium Botulinum
toxin and Ricin toxin. Dr. Huchital will collaborate with us on the development
of prototype tests for validation and these tests will then be outsourced to an
OEM manufacturer. Along with Dr. Huchital, we expect to be able to react very
quickly to develop new rapid diagnostic tests to address any new outbreaks or
epidemics worldwide through joint use of facilities and collaboration of
personnel.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
-------------------------------------------------

AUDIT FEES. The aggregate fees billed in each of the years ended February 29,
2004 and February 28, 2003 for professional services rendered by the principal
accountant for the audit of our annual financial statements and review of the
financial statements included in our Form 10-KSB or services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for those years were $10,586 and $4,496, respectively.

AUDIT-RELATED FEES. There were no fees billed for services reasonably related to
the performance of the audit or review of the financial statements outside of
those fees disclosed above under "Audit Fees" for years ended February 29, 2004
and February 28, 2003.


                                       27
<PAGE>


TAX FEES. For the years ended February 29, 2004 and February 28, 2003, the
aggregate fees billed in each of the years ended February 29, 2004 and February
28, 2003 for tax compliance, tax advice, and tax planning work was $1,625 and
$0, respectively.

ALL OTHER FEES.  None.

PRE-APPROVAL POLICIES AND PROCEDURES. Prior to engaging its accountants to
perform a particular service, our board of directors obtains an estimate for the
service to be performed. All of the services described above were approved by
the board of directors in accordance with its procedures.














                                       28
<PAGE>


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Springfield, Oregon, on June 15, 2004.

                                Rapid Bio Tests Corp.
                                a Nevada corporation


                                By:      /s/ Geoffrey V.F. Seaman
                                         ---------------------------------------
                                         Geoffrey V.F. Seaman
                                Its:     principal executive officer
                                         and a director


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



By:      /s/ Geoffrey V.F. Seaman                             June 15, 2004
         --------------------------------------------
         Geoffrey V.F. Seaman
Its:     principal executive officer and a director



By:      /s/ Paul Hemmes                                      June 15, 2004
         --------------------------------------------
         Paul Hemmes
Its:     secretary, chief financial officer treasurer and a director



By:      /s/ David Regan                                      June 15, 2004
         --------------------------------------------
Its:     director