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

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

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

               For the fiscal year ended February 28, 2003

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

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

                        Commission file number 000-31567

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

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

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

                                  949.589.8912
                                  ------------
                           (Issuer's telephone number)

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

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

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

The registrant had no revenues during its fiscal year ended February 28, 2003.

         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 February 28, 2003,
approximately $33,679.93 .

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

       State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The Registrant had 28,546,972
common shares issued and outstanding, as of February 28, 2003.

         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 |_| No |X|



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                            VITATONICS CORP.

                                  Index

                                                                     Page
                                                                   ---------
PART I.      BUSINESS INFORMATION

Item 1.      Description of Business..........................................3
Item 2.      Description of Property..........................................8
Item 3.      Legal Proceedings................................................8
Item 4.      Submission of Matters to a Vote of Security Holders..............8

PART II.     OTHER INFORMATION

Item 5.      Market For Common Equity and Related Stockholder Matters.........8
Item 6.      Management's Discussion and Analysis or Plan of Operation........9
Item 7.      Financial Statements............................................12
Item 8.      Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure.............................22

PART III.    OTHER INFORMATION

Item 9.      Directors, Executive Officers, Promoters and Control Persons;
             Compliance with
               Section 16(a) of the Exchange Act.............................22
Item 10.     Executive Compensation..........................................23
Item 11.     Security Ownership of Certain Beneficial Owners and Management..23
Item 12.     Certain Relationships and Related Transactions..................24
Item 13.     Exhibits and Reports Form 8-K...................................24
Item 14      Controls and Procedures.........................................24


SIGNATURES...................................................................25





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                                     PART I

Item 1.       Description of Business


Development of our company. Our corporate history contains several mergers and
reincorporations. We were originally organized under the laws of the State of
Nevada on June 18, 1990 using the name CCC-Huntor Associates, Inc. and
reincorporated in Texas using the name Aster Buzbuilders, Inc. in June 1995.
Under a Plan of Reorganization and Merger dated May 14, 1996, Aster Buzbuilders,
Inc. was organized for the transaction of any and all lawful business for which
corporations may be incorporated under the Texas Business Corporation Act. It
attempted to establish an Internet-based business by compiling a computer data
base for sellers of small private businesses which would allow Internet access
to such information by potential buyers. The company was not successful in
establishing this business and acquired all the capital stock of Vitatonics
Corp., a Nevada corporation which had been incorporated on February 21, 1995
using the name Fitonics Corporation and which had changed its name to Vitatonics
Corp. on March 10, 1995. Under the Plan of Reorganization and Merger, Vitatonics
Corp. became a wholly-owned subsidiary of Aster Buzbuilders, Inc. which, in
turn, issued 6,000,000 shares of its common stock to the shareholders of
Vitatonics Corp., which then dissolved. This reorganization was accounted for as
a recapitalization of Vitatonics Corp. for accounting purposes because its
shareholders controlled the company after the merger. Our sales and executive
offices are located at 38 Thorn Oak, Dove Canyon, California 92679 in our
president's residence. Our telephone number is (949)589.8912. Our financial
administrative offices were originally in Vancouver, Canada because our
co-founder, Sam Kalenuik, lived there. This administrative office was moved to
23456 South Pointe Drive, Lake Forest, California, our chief financial officer's
residence, in July, 1997, then to our president's residence in December, 1997.

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

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


We were delinquent in filing our periodic reports which we are required to file
under the Exchange Act in the fiscal year ending February 28, 2001. This, in
conjunction with our inactivity, lack of revenues, and lack of a public market
for our common stock, combined to make our search to locate or identify a
suitable merger or joint venture partner unsuccessful until recently. During the
fiscal year ended February 28, 2002 and continuing through the fiscal year ended
February 28, 2003, we were committed to becoming current in our filings under
the Exchange Act and, after we filed all delinquent reports, we are now current
in our reporting obligations.

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




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

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

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

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

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

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

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



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

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

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

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

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

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

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

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



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

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

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

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

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

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





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

o    a vitamin or a mineral,
o    an herb or other botanical,
o    an amino acid,
o    a dietary substance for use by man to supplement the diet by increasing the
     total dietary intake, or
o    a concentrate, metabolite, constituent, extract, or
o    combination of the preceding ingredients.

As of March 23, 1999, all dietary supplements must bear nutrition information
entitled "Supplement Facts." This labeling is similar to nutrition content
labeling for conventional foods but is tailored to the special characteristics
of dietary supplements. Dietary supplements containing these ingredients are
permitted to be freely marketed, just like regular foods. If a supplement
contains a new dietary ingredient that has not been in the food supply, however,
Congress required the manufacturer to notify FDA at least 75 days before
marketing, and to include in the notification the manufacturer's basis for its
conclusion that a dietary supplement containing the ingredient will reasonably
be expected to be safe. There is no requirement that we wait for a safety
determination from FDA before marketing any of our proposed vitamin products.

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

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

We do not have product liability insurance. Our business exposes us to potential
product liability risks that are inherent in the testing, manufacturing and
marketing of vitamin and nutritional supplement products. We do not have product
liability insurance, and there can be no assurance that we will be able to
obtain or maintain such insurance on acceptable terms or, if obtained, that such
insurance will provide adequate coverage against potential liabilities. We face
an inherent business risk of exposure to product liability and other claims in
the event that consumption of our vitamin products is alleged to have resulted



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in adverse effects to consumers. Such risk exists even with respect to those
products that are manufactured in licensed and regulated facilities or that
otherwise possess regulatory approval for commercial sale. There can be no
assurance that we will avoid significant product liability exposure. There can
be no assurance that insurance coverage will be available in the future on
commercially reasonable terms, or at all, that such insurance will be adequate
to cover potential product liability claims or that a loss of insurance coverage
or the assertion of a product liability claim or claims would not materially
adversely affect our business, financial condition and results of operations.
Our strategy for growth depends on our ability to market and distribute vitamin
products successfully. Other companies, including those with substantially
greater financial, marketing and sales resources, compete with us, and have the
advantage of marketing existing products with existing production and
distribution facilities. Bigger companies could force us out of the market by
pricing their products lower than ours, or by monopolizing retail sales outlets.

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

Item 2.       Description of Property

Property held by the company. We do not currently own any real property. Our
principal executive office is provided at no charge by our president, Dan
McCormick. However, as the office space is located in Mr. McCormick's residence
and as the space is used mainly as a mailing address and records storage
facility, we have deemed the expense of such space to be immaterial and no
rental amounts have been accrued in the accompanying financial statements. We
define cash equivalents as all highly liquid investments with a maturity of 3
months or less when purchased. We currently have no available cash or cash
equivalents. We do not presently own any interests in real estate or any
inventory or equipment.

Item 3.       Legal Proceedings

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

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

No matters were submitted for a vote of Security Holders during the year ended
February 28, 2003.



                                     PART II

Item 5.       Market For Common Equity and Related Stockholder Matters

As of February 28, 2003, there were 28,546,972 shares of our common stock issued
and outstanding. There have been no cash dividends declared on the common stock
since the company's inception and our current inactivity is likely to prevent us
from declaring any dividends until we generate revenues. Dividends are declared
at the sole discretion of the board of directors. There is no public trading
market for our common stock. We have approximately 50 shareholders.

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.



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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 "VITN". This market is extremely limited and the prices quoted
are not a reliable indication of the value of our common stock. Our stock has
not been traded since February 27, 2003. As of April 9, 2003 we had a bid price
of $0.00 and an ask price of $0.03. Over the last 52 weeks, our common stock had
a low closing price of $0.025 per share and a high closing price of $0.025 per
share. The best bid price is currently approximately $0.025 per share.

There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. As of February 28, 2003, there are
5,900 shares that can be sold pursuant to Rule 144 promulgated pursuant to the
Securities Act of 1933.

Penny Stock Regulation. The Securities and Exchange Commission has adopted rules
that regulate broker-dealer practices in connection with transactions in "penny
stocks." Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the Nasdaq system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules, deliver a
standardized risk disclosure document which specifies information about penny
stocks and the nature and significance of risks of the penny stock market. The
broker-dealer also must provide the customer with bid and offer quotations for
the penny stock, the compensation of the broker-dealer and its salesperson in
the transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
those rules the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. If any of our securities
become subject to the penny stock rules, holders of those securities may have
difficulty selling those securities.

Sales of Unregistered Securities

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


On December 17, 2001, we issued 1,750,000 shares of our common stock to a
related party for the conversion of $214,741 of debt to equity. The shares were
valued by us at $0.12 per share, which represented the value of the debt being
converted. We believe the shares were issued in a transaction which we believe
satisfied the requirements of the exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933 specified by the provisions
of Section 4(2) because the related party had a pre-existing relationship with
the company and possessed the requisite business acumen and information to fully
understand and assent to the debt conversion into equity.


On January 28, 2002, we issued 1,000,000 shares of our common stock to related
parties for the conversion of $1,000 of debt to equity. The shares were valued
by us at $.001 per share, which represents the fair value of the common stock
which was issued. We believe the shares were issued in a transaction which we
believe satisfied the requirements of the exemption from the registration and
prospectus delivery requirements of the Securities Act of 1933 specified by the
provisions of Section 4(2) because the related parties had a pre-existing
relationship with the company and possessed the requisite business acumen and
information to fully understand and assent to the debt conversion into equity.


On February 1, 2002, we issued 15,900,000 shares of our common stock, of which
10,500,000 were to related parties, for services. The shares were valued by us
at $.001 per share, which represents the fair value of the common stock which
was issued. We believe the shares were issued in a transaction which we believe
satisfied the requirements of the exemption from the registration and prospectus
delivery requirements of the Securities Act of 1933 specified by the provisions
of Section 4(2) because the parties had a pre-existing relationship with the
company and possessed the requisite business acumen and information to fully
understand and assent to an agreement to provide services for equity.



                                       9
<PAGE>


Item 6.       Management's Discussion and Analysis of Financial Condition and
Results of Operations 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", "will", "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.

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 carrying value of certain assets and liabilities which are not
readily apparent from other sources, primarily allowance for doubtful accounts
receivables, accruals for other costs, and the classification of net operating
loss and tax credit carry forwards between current and long-term assets. These
accounting policies are described at relevant sections in this discussion and
analysis and in the notes to them financial statements included in our Annual
Report on Form 10-K for the fiscal year ended February 28, 2002.


Results of Operations: Our operations for the fiscal year ended February 28,
2003 were minimal, and consisted of the preparation of financial statements, our
annual report on Form 10-KSB, and three quarterly reports on Form 10-QSB. Our
officers have continued to monitor the vitamin industry and analyze trends and
new products, while designing potential new vitamin products and supplements
which our management believes could be commercially successful. We have not paid
our officers any compensation for these activities. We have no funds presently
available for research and development activities and have not spent any funds
on research and development activities in the fiscal year ended February 28,
2003. Our other major activity has been trying to locate a potential merger
partner.

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



                                       10
<PAGE>




Liquidity and Capital Resources. We currently have no cash available and will
need to raise additional funds to continue satisfying our reporting obligations
and to re-introduce our vitamin product line and develop new product lines. For
the year ended February 28, 2003, we had no revenues. The last year we had
revenues was the year ended February 29, 2000, when we had revenues of $12,954.

We continue to incur income expense on outstanding promissory notes. We are
currently inactive and are classified as a "development stage company" because
we are not currently undertaking development stage activities. Because we are
not generating any revenues from the sale or licensing of our products, our only
external source of liquidity is the sale of our capital stock. Moreover, because
we are currently classified as a "dormant" entity, have no revenues, and have
incurred significant losses, there is substantial doubt about our ability to
continue as a going concern.

There is substantial doubt about our viability as a going concern. We have
incurred significant losses which resulted in an accumulated deficit of $853,900
at February 28, 2003. Although that deficit continues to increase because we
continue to expend monies for legal fees, accounting fees, and other costs
associated with our filing obligations and general operating expenses, we
extinguished $189,233 of accounts payable which had been outstanding longer than
four years, resulting in a gain on extinguishments of debt of $61,020 and
$128,213 in the years ended February 28, 2003 and February 28, 2002,
respectively. Notwithstanding this extinguishment of debt, our increasing
deficit, lack of operations and lack of revenues raises substantial doubt about
our ability to continue as a going concern.

At February 28, 2003, we had accounts payable of $12,308 and we owed a total of
$40,941 to our president and chief financial officer for expenses those two
officers paid on our behalf. We also had accrued expenses of $5,000 for total
liabilities of $58,249. Our loss from operations for the year ended February 28,
2003 was $12,885, as compared to a loss from operations of $28,953 for the year
ended February 28, 2002. Because we are a development stage company, our loss
from operations is essentially equivalent to our general administrative
expenses. Our general administrative expenses decreased from $28,953 during the
year ended February 28, 2002 to $12,885 during the year ended February 28, 2003,
primarily because we had been delinquent in our filings with the Securities and
Exchange Commission and were also registering our common stock. Specifically, we
filed several amendments to a registration statement on Form 10-SB in February,
July and August, 2001, which required significant administrative time and
resulted in our accruing legal and accounting fees. We also filed four quarterly
reports on Form 10-QSB, an amended quarterly report on Form 10-QSB/A, an annual
report on Form 10-KSB, and an amended annual report on Form 10-KSB/A during the
annual period ended February 28, 2002, as compared to only three quarterly
reports and one annual report during the year ended February 28, 2003.

We incurred interest expense of $3,692 during the year ended February 28, 2003,
down from interest expense of $8,546 during the year ended February 28, 2002.
The decrease resulted from our having extinguished or otherwise settled certain
notes payable.

As discussed above, we are considering a merger with an operating
company as one method of addressing this problem. We continue to incur costs for
professional services. Because of these ongoing expenses, which we anticipate
will be approximately $25,000 annually; we will not become profitable until we
reach an annual sales volume of at least $250,000.

Item 7. Financial Statements

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


                                       11
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                February 28, 2003





                                       12
<PAGE>









                                 C O N T E N T S


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

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

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

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

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

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



                                       13
<PAGE>









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

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

We have audited the accompanying balance sheet of Vitatonics Corp. (a
development stage company) as of February 28, 2003, and the related statements
of operations, stockholders' equity (deficit), and cash flows for the years
ended February 28, 2003 and 2002 and from inception of the development stage on
March 1, 2001 through February 28, 2003. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vitatonics Corp. (a development
stage company) as of February 28, 2003, and the results of its operations and
its cash flows for the years ended February 28, 2003 and 2002 and from inception
of the development stage on March 1, 2001 through February 28, 2003 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 4 to the
financial statements, the Company currently has minimal operations and a deficit
in stockholders' equity which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



HJ Associates & Consultants, LLP
Salt Lake City, Utah
March 31, 2003



                                       14
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                                  Balance Sheet



<TABLE>
<CAPTION>
<S>                                                                           <C>
                                     ASSETS
                                     ------
                                                                        February 28,
                                                                            2003
                                                                     ------------------
CURRENT ASSETS

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

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

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


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

CURRENT LIABILITIES

   Accounts payable                                                  $           12,308
   Accounts payable - related parties (Note 3)                                   40,941
   Accrued expenses                                                               5,000
                                                                     ------------------

     Total Current Liabilities                                                   58,249
                                                                     ------------------

     Total Liabilities                                                           58,249
                                                                     ------------------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock, par value $0.001; authorized
     50,000,000 shares; 28,546,972 shares issued
     and outstanding                                                             28,547
   Additional paid-in capital                                                   767,104
   Deficit accumulated prior to the development stage                          (989,057)
   Retained earnings during the development stage                               135,157
                                                                     ------------------

     Total Stockholders' Equity (Deficit)                                       (58,249)
                                                                     ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)            $                -
                                                                     ==================
</TABLE>





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

                                       15
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                            Statements of Operations

<TABLE>
<CAPTION>
<S>                                                                    <C>              <C>               <C>

                                                                                                        From
                                                                                                      Inception
                                                                                                       of the
                                                                                                     Development
                                                                                                      Stage on
                                                                       For the Years Ended            March 1,
                                                                          February 28,              2001 through
                                                               ---------------------------------    February 28,
                                                                     2003             2002              2003
                                                               ---------------   ---------------  ----------------

REVENUES                                                       $             -   $             -  $              -
                                                               ---------------   ---------------  ----------------

EXPENSES

   General and administrative                                           12,885            28,953            41,838
                                                               ---------------   ---------------  ----------------

     Total Expenses                                                     12,885            28,953            41,838
                                                               ---------------   ---------------  ----------------

LOSS FROM OPERATIONS                                                   (12,885)          (28,953)          (41,838)
                                                               ---------------   ---------------  ----------------

OTHER INCOME (EXPENSE)

   Gain on extinguishment of debt (Note 1)                              61,020           128,213          189,233
   Interest expense                                                     (3,692)           (8,546)          (12,238)
                                                               ---------------   ---------------  ----------------

     Total Other Income (Expense)                                       57,328           119,667           176,995
                                                               ---------------   ---------------  ----------------

INCOME BEFORE INCOME TAXES                                              44,443            90,714           135,157

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

NET INCOME                                                     $        44,443   $        90,714  $        135,157
                                                               ===============   ===============  ================

BASIC INCOME PER SHARE                                         $          0.00   $          0.01
                                                               ===============   ===============

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                                 28,546,972        11,508,068
                                                               ===============   ===============
</TABLE>



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

                                       16
<PAGE>



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

<TABLE>
<CAPTION>
<S>                                                   <C>             <C>                <C>             <C>              <C>
                                                                                                        Deficit        Retained
                                                                                                      Accumulated      Earnings
                                                           Common                    Additional      Prior to the     During the
                                               ------------------------------         Paid-in         Development     Development
                                                  Shares            Amount            Capital            Stage           Stage
                                               --------------  ---------------   ----------------  ---------------  ---------------

Balance, February 28, 2001                          9,896,972  $         9,897   $        554,113  $      (989,057) $             -

Common stock issued in satisfaction
 of debt at $0.123 per share,
 December 17, 2001                                  1,750,000            1,750            212,991                -                -

Common stock issued in satisfaction
 of debt at $0.001 per share,
 January 28, 2002                                   1,000,000            1,000                  -                -                -

Common stock issued for services
 at $0.001 per share,
 February 1, 2002                                  15,900,000           15,900                  -                -                -

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

Balance, February 28, 2002                         28,546,972           28,547            767,104         (989,057)          90,714

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

Balance, February 28, 2003                         28,546,972  $        28,547   $        767,104  $      (989,057) $       135,157
                                             ================  ===============   ================  ===============  ===============
</TABLE>





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

<PAGE>


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

<TABLE>
<CAPTION>
<S>                                                                     <C>              <C>             <C>

                                                                                                        From
                                                                                                      Inception
                                                                                                       Of the
                                                                                                     Development
                                                                                                      Stage on
                                                                       For the Years Ended            March 1,
                                                                          February 28,              2001 through
                                                               ---------------------------------    February 28,
                                                                     2003             2002              2003
                                                               ---------------   ---------------  ----------------
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income                                                  $        44,443   $        90,714  $        135,157
   Adjustments to reconcile income from operations
    to net cash used by operating activities:
     Gain on extinguishment of debt                                    (61,020)         (128,213)         (189,233)
     Common stock issued for services                                        -            15,900            15,900

   Changes in assets and liabilities:
     Increase in accrued interest                                        1,800             8,547            10,347
     Increase in accounts payable and
      accounts payable - related parties                                 9,877            12,952            22,829
     Increase in accrued expenses                                        4,900               100             5,000
                                                               ---------------   ---------------  ----------------

       Net Cash Used in Operating Activities                                 -                 -                 -
                                                               ---------------   ---------------  ----------------

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

CASH FLOWS FROM FINANCING ACTIVITIES                                         -                 -                 -
                                                               ---------------   ---------------  ----------------

NET INCREASE (DECREASE) IN CASH                                              -                 -                 -

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

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

SUPPLEMENTAL CASH FLOW INFORMATION:

   Cash paid for:

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

NON-CASH FINANCING AND INVESTING ACTIVITIES:

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




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

                                       17
<PAGE>



                                VITATONICS CORP.
                          (A Development Stage Company)
                        Notes to the Financial Statements
                           February 28, 2003 and 2002


NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a.  Organization

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

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

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

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

              b.  Accounting Method

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

              c.  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 liabilities 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 28,2003 and 2002:
<TABLE>
<CAPTION>
<S>                                                                                 <C>                <C>
                                                                                   2003                2002
                                                                            ------------------  ------------------

              Deferred tax assets
                NOL Carryover                                               $          190,845  $          214,380
                Valuation allowance                                                   (190,845)           (214,380)
                                                                            ------------------  ------------------

              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 of 39% to
              pretax income from continuing operations for the years ended
              February 28, 2003 and 2002 due to the following:

                                                                                   2003                2002
                                                                            ------------------  ------------------

              Book Income                                                   $           17,335  $           35,378
              NOL                                                                      (17,335)            (35,378)
                                                                            ------------------  ------------------

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

              At February 28, 2003, the Company had net operating loss
              carryforwards of approximately $505,000 that may be offset against
              future taxable income from the year 2003 through 2023. No tax
              benefit has been reported in the February 28, 2003 financial
              statements since the potential tax benefit is offset by the net
              operating loss carryforward 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 the future.

              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.



                                       19
<PAGE>




NOTE 1 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              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 28,
                                                   --------------------
                                               2003                 2002
                                        ------------------  -------------------

              Income (numerator)        $           44,443  $            90,714

              Shares (denominator)              28,546,972           11,508,068
                                        ------------------  -------------------

              Per share amount          $             0.00  $              0.01
                                        ==================  ===================

              f.       Extinquishment 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 28, 2003, 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 $61,020 and $128,213 has been recorded in the years ended
              February 28, 2003 and 2002, respectively.

              g.  New Accounting Pronouncements

              During the years ended February 28, 2003 and 2002, the Financial
              Accounting Standards Board issued the following Statements of
              Financial Accounting Standards:

              o   SFAS No. 145, Rescission 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.

              These newly issued accounting pronouncements had no effect on the
              Company's current financial statements and did not impact the
              Company.


                                       20
<PAGE>





NOTE 2 -      COMMON STOCK TRANSACTIONS

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

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

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

NOTE 3 -      ACCOUNTS PAYABLE - RELATED PARTIES

              As of February 28, 2003, the Company owed a total of $40,941 to
              the President and CFO for expenses paid on behalf of the Company.

NOTE 4 -      GOING CONCERN

              The Company's financial statements are prepared using generally
              accepted accounting principles applicable to a going concern which
              contemplates the realization of assets and liquidation of
              liabilities in the normal course of business. The Company
              currently has minimal operations and has incurred significant
              losses which have resulted in an accumulated deficit of $853,900
              at February 28, 2003 which raises substantial doubt about the
              Company's ability to continue as a going concern. The accompanying
              financial statements do not include any adjustments relating to
              the recoverability and classification of asset carrying amounts or
              the amount and classification of liabilities that might result
              from the outcome of this uncertainty.

              It is the intent of management to seek a merger with an existing
              operating company. Until this occurs, the Company's management
              intends to provide the Company with sufficient working capital to
              cover its operating expenses. However, there is no assurance that
              the Company will be able to merge with another company or that the
              Company's management will continue to provide sufficient capital
              to cover the operating expenses of the Company.



                                       21
<PAGE>



Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure


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


                                    PART III

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

Our directors and principal executive officers are as specified on the following
table:
<TABLE>
<CAPTION>
<S>                                            <C>                                          <C>
==================================== ======================== ====================================================================

               Name                            Age                                         Position
------------------------------------ ------------------------ --------------------------------------------------------------------

Daniel T. McCormick                            40             president and director
------------------------------------ ------------------------ --------------------------------------------------------------------


George Farquhar                                61             secretary and chief financial officer

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


Dennis W. McCormick                            37             director

==================================== ======================== ====================================================================
</TABLE>

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

             Biographical Information on Our Officers and Directors.

Daniel T. McCormick, age 40, is the president and a director of the company and
was a co-founder of the company's vitamin business beginning in 1995 and
continuing to the present. Mr. McCormick began his career as a vitamin
distributor with Herbalife, Inc. in 1981 at the age of 19. By the age of 22 he
and his wife, Marilyn, had earned over $1,000,000 and had built distributorships
that produced over $100,000,000 in vitamin sales. Mr. McCormick was a
distributor with Herbalife, Inc. from 1981 through 1992. He joined Body Wise
International, a major supplier of grooming and health products, in 1990 and
remained with that company through 1995, where he built the highest producing
sales organization in the company with over 70,000 distributors and total sales
in excess of $350,000,000. He has also served as President of Natural Success,
Inc., a corporation located in Dove Canyon, California which is in the business
of marketing vitamin supplements from 1990 to the present. He attended
Washington State University and presently resides in Dove Canyon, California. He
is not currently an officer or director of any other company.

George R. Farquhar, age 61, is the secretary and chief financial officer of the
company. Mr. Farquhar worked at Price Waterhouse prior to entering corporate
management as chief financial officer. He has served as the president of two
companies, each with annual revenues in excess of $200,000,000. He was president
of A-Mark Precious Metals from 1974 to 1977. He was also president of A-Mark
Trading Company from 1975 to 1977. Both companies were privately owned. For the
past 16 years he has been a consultant to publicly traded companies. He is
presently president of Maroka, Inc., a consulting company. Mr. Farquhar is a
Certified Public Accountant. He received his Master of Business Administration -
Finance degree from the University of Southern California.

Dennis W. McCormick, age 37, is a director of the company. He attended Brigham
Young University on a football scholarship in 1984 and is currently the
assistant manager of a Safeway store, a position he has held since 1992. He is
the former owner of a window cleaning business which serviced over 700 clients.

There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining either any of our officers or directors from engaging in or
continuing any conduct, practice or employment in connection with the purchase
or sale of securities, or convicting such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony, nor are any of our officers or directors also serving as the
officers or directors of any corporation or entity so enjoined.



                                       22
<PAGE>




Compliance with Section 16(a) of the Exchange Act

Neither the members of our Board of Directors nor any of our executive officers
have filed reports with the Securities and Exchange Commission on Form 3,
initial statement of beneficial ownership of securities; on Form 4, statement of
changes of beneficial ownership of securities; or on Form 5, annual statement of
beneficial ownership of securities, for the fiscal year ended February 28, 2003.

Item 10.      Executive Compensation

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

<TABLE>
<CAPTION>
<S>                                        <C>         <C>        <C>              <C>                   <C>
---------------------------------------- -------- ----------- ------------ ------------------- -----------------------
Name and Principal Position              Year       Annual     Bonus ($)      Other Annual     All Other Compensation
                                                  Salary ($)                Compensation ($)
---------------------------------------- -------- ----------- ------------ ------------------- -----------------------
Daniel McCormick - president             2002        None        None             None                  None
---------------------------------------- -------- ----------- ------------ ------------------- -----------------------
George  Farquhar  -  secretary,   chief  2002        None        None             None                  None
financial officer
---------------------------------------- -------- ----------- ------------ ------------------- -----------------------
</TABLE>

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information, as of February 28, 2003, with
respect to the beneficial ownership of our Common Stock by: (i) each stockholder
known to us to be the beneficial owner of more than 5% of our Common Stock; (ii)
each director; (iii) each officer.
<TABLE>
<CAPTION>
<S>                                         <C>                                      <C>                              <C>
Title of Class             Name and Address of Beneficial Owner       Amount and Nature of Beneficial         Percent of Class
                                                                      Owner
-----------------------    --------------------------------------     ------------------------------------    ------------------
                           Daniel McCormick                                   3,075,000 shares(1)
Common Stock               38 Thorn Oak                                       president, director                  10.8%
                           Dove Canyon, California 92679
Common Stock               George Farquhar                                    1,000,000 shares(2)                  3.5%
                           38 Thorn Oak                               secretary, chief financial officer
                           Dove Canyon, California 92679
Common Stock               Dennis McCormick                                     500,000 shares                     1.8%
                           38 Thorn Oak                                            director
                           Dove Canyon, California 92679
Common Stock               Natural Success                                    5,500,000 shares(1)                  19.3%
                           38 Thorn Oak
                           Dove Canyon, California 92679
Common Stock               Maroka, Inc.                                       5,500,000 shares(2)                  19.3%
                           38 Thorn Oak
                           Dove Canyon California 92679

Common Stock               All directors and named executive                 15,575,000 shares(3)                  54.7%
                           officers as a group
</TABLE>

(1)  Daniel McCormick is the president and sole owner of Natural Success, a
     privately held company. Therefore, Mr. Daniel McCormick is the beneficial
     owner of 8,075,000 shares, or approximately 28.3% of our issued and
     outstanding shares of common stock.

(2)  George Farquhar is the president and sole owner of Maroka, Inc., a
     privately  held company. Therefore, Mr. Farquhar is the beneficial owner
     of 6,500,000 shares, or approximately 22.8% of our issued and outstanding
     shares of common stock.

(3)  This total represents the aggregate beneficial ownership of our officers
     and directors as a group.



                                       23
<PAGE>




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

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

Item 12.      Certain Relationships and Related Transactions

As of February 28, 2003, we owed a total of $40,941 to our president and chief
financial officer for expenses paid on behalf of the company.

Item 13.      Exhibits and Reports on Form 8-K

       (a) Exhibits

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

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


(b) We did not file any Current Reports on Form 8-K during the year ended
February 28, 2003.

Item 14.      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 within 90 days of
the filing date of this 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.



                                       24
<PAGE>





                                   SIGNATURES


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


                                          VITATONICS CORP.

Dated: April 14, 2003                    By: /s/ Daniel McCormick
                                          --------------------------------------
                                          Daniel McCormick
                                          Chairman of the Board and President

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

Signatures and dates of directors.



April 14,  2003
                                   /s/ Daniel McCormick
                                   --------------------------------------------
                                   Daniel McCormick
                                   Chairman of the Board of Directors


April 14, 2003                     /s/ George Farquhar
                                   --------------------------------------------
                                   George Farquhar
                                   Chief Financial Officer, Secretary



April 14,  2003
                                   /s/  Dennis McCormick
                                   --------------------------------------------
                                   Dennis McCormick
                                   Director





                                       25
<PAGE>





CERTIFICATIONS
--------------

I, Daniel McCormick, certify that:


1. I have reviewed this annual report on Form 10-KSB of Vitatonics Corp.;


2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;


3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, is made known to us
         by others within those entities, particularly during the period in
         which this annual report is being prepared;


         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and


         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):


         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and


         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and


6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 14, 2003

/s/ Daniel McCormick
-----------------------
Daniel McCormick


Chief Executive Officer




                                       26
<PAGE>





CERTIFICATIONS
--------------

I, George Farquhar, certify that:


1. I have reviewed this annual report on Form 10-KSB of Vitatonics Corp.;


2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;


3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


         a) designed such disclosure controls and procedures to ensure that
         material information relating to the registrant, is made known to us
         by others within those entities, particularly during the period in
         which this annual report is being prepared;


         b) evaluated the effectiveness of the registrant's disclosure controls
         and procedures as of a date within 90 days prior to the filing date of
         this annual report (the "Evaluation Date"); and


         c) presented in this annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):


         a) all significant deficiencies in the design or operation of internal
         controls which could adversely affect the registrant's ability to
         record, process, summarize and report financial data and have
         identified for the registrant's auditors any material weaknesses in
         internal controls; and


         b) any fraud, whether or not material, that involves management or
         other employees who have a significant role in the registrant's
         internal controls; and


6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: April 14, 2003

/s/ George Farquhar
-----------------------
George Farquhar
Chief Financial Officer


                                       27
<PAGE>




CERTIFICATIONS
--------------

In connection with the annual report of Vitatonics Corp. (the "Company") of Form
10-KSB for the year ended February 28, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, George Farquhar, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the
best of my knowledge and belief:

         (1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.


/s/ George Farquhar
-----------------------------
George Farquhar
Chief Financial Officer
April 14, 2003




                                       28
<PAGE>




CERTIFICATIONS
--------------

In connection with the annual report of Vitatonics Corp. (the "Company") of Form
10-KSB for the year ended February 28, 2003, as filed with the Securities and
Exchange Commission on the date hereof (the "Report"), I, Daniel McCormick,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
the best of my knowledge and belief:

         (1) the Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.




/s/ Daniel McCormick
-------------------------
Daniel McCormick
Chief Executive Officer
April 14, 2003





                                       29
<PAGE>