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

                                 FORM 10-KSB/A
                                Amendment No. 2

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

     For  the  fiscal  year  ended  May 31,  2001

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

                     5 STAR LIVING ONLINE, INC.
           (Name of small business issuer in its Charter)

            Delaware                         33-0814123
____________________________________  _____________________________
(State or other jurisdiction  of      (I.R.S. Employer
Incorporation or organization)          Identification  No.)

              10229 19th AVENUE S.W., SEATTLE WA. 98168
      _________________________________________________________
              (Address of principal executive offices)
                           (Zip Code)

               Issuer's telephone number: (206) 261-3231

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                   Common Stock, Par Value $0.0001

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

State issuer's revenues for its most recent fiscal year. $ 0.00

The aggregate market value of voting stock held by non-
affiliates computed on the basis of the last sale price on April
23, 2001, was $8,566,022.

As of May 31, 2001, the Registrant had outstanding 8,035,693
shares of Common Stock, par value $0.001.

Documents incorporated by reference:  None.

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

<PAGE>

                            5 STAR LIVING ONLINE, INC.
                                FORM 10-KSB/A
                        For the year ended May 31, 2001

                                      INDEX
                                      -----


                                     PART I
                                                            PAGE

ITEM 1. DESCRIPTION OF BUSINESS                               3
ITEM 2. DESCRIPTION OF PROPERTY                               4
ITEM 3. LEGAL PROCEEDINGS                                     4
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   4

                                    PART  II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
         STOCKHOLDER MATTERS                                  4
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATION                   5
ITEM 7. FINANCIAL STATEMENTS                                  6
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE                  6

                                    PART  III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT    7
ITEM 10. EXECUTIVE COMPENSATION                               8
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT                                      8
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS       9

                                    PART  IV

ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
          ON FORM 8-K                                         9

SIGNATURES                                                    9

                                     2
<PAGE>

                            5 STAR LIVING ONLINE, INC.
                                 FORM 10-KSB/A
                        For the year ended May 31, 2001

                           FORWARD LOOKING STATEMENTS

This   document  includes  forward-looking  statements  within  the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of  1934.   These  statements
are based on  the  Company's  current expectations as to future
events.  In the light of the uncertainties  in  the potential
markets for the Company's planned products, the forward-looking
events and circumstances discussed in this document might not ccur
and actual results could differ materially from those anticipated
or implied in the forward- looking statements.

                                     PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS

GENERAL

5   Starliving  Online, Inc., formerly Hitech Investments  Inc.,
(hereinafter "the Company"),  was  incorporated  on  June  8,  1998
under  the  laws  of  the State of Delaware  for   the  purpose  of
pursuing  certain high technology opportunities and alliances   and
to   assist   in  the establishment and development of an  internet
electronic   search  engine  venture.  The Company  has  no  active
business operations until April 1999, when it changed its name to 5
Starliving  Online, Inc., and began pursing its  business  plan  to
implement an e-commerce luxury item auction site.

BUSINESS DEVELOPMENT

5 Star living Online, Inc. owns and operates a web site on the
Internet, the address is 5 starliving.com. The web site is designed
to meet the unique needs and tastes of the international affluent
consumer. The intent of the Company is to have an international
presence and not be confined to North America for its clientele.

The web site has three categories: Showcase, Auctions and The
Art of Living.

Showcase lists goods, items and services on offer. These would
typically be unique "one of a  kind"  automobiles, luxury real
estate, exclusive watercraft, planes, fine art, deluxe goods for
personal consumption, jewelry and watches, specialty items and
services. The client wishing to sell such an item transmits
images and a description to the Company. The technical and
advertising staff polish up the image and the verbiage and post
the material in the appropriate section of the web site, once
client approval is received.  The browser on the web site, if
interested in the item, clicks More Information and will fill out
a short e mail request. This request is passed on by the Company
to the listing client who can then be in direct contact with the
interested party. Preliminary anonymity can be retained.  The
Company will have completed  the introduction.

Auction  display  articles  being offered  at  auction  and  what
reserve prices, if any, are in place. The More Information feature
will give the a prospective bidder the ability to receive more in
depth information and details of the item being offered. The
mechanics and verification of funds aspects of this facility
are contracted out by  the  Company.

                                     3
<PAGE>

The Art of Living is an information component  where  news  and
articles on various aspects of  the international affluent
lifestyle  are  featured.  Reviews of hotels, resorts, consumer
items,  fashion  shows  and  like material  are published for
general consumption and comment. This portion affords  advertisers
who wish to be considered  by the wealthy consumer an opportunity
to strategically advertise their wares to a qualified  audience.

The Company has devoted all of its efforts to establish its web
site as a profitable business.  However, the timing was not good
because just as the Company launched its web site most internet
businesses have languished, and the internet, e-commerce and
dot-com  business  have  suffered, not allowing the Company's
website to generate revenue.  The web site has never been fully
operational, and  it  has  been  abandoned.

ITEM  2.     DESCRIPTION  OF  PROPERTY

The   Company  maintains  offices in Seattle, Washington,  and  in
Vancouver, British Columbia.

ITEM  3.     LEGAL  PROCEEDINGS

There   are   no  material  pending legal proceedings to which  the
Registrant is a party  or  of  which  any  of  its  property
is  subject.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  STOCKHOLDERS

No  matter  was submitted to a vote of security holders  in  the
fourth fiscal quarter of the year ended May 31, 2001.

REPORTS  TO  SECURITY  HOLDERS

You  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. You may 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 (http://www.sec.gov) that
contains reports, proxy and information  statements and other
information regarding the Company that is filed electronically
with the SEC.

                                     PART II

ITEM   5.      MARKET   FOR   THE  REGISTRANT'S  COMMON  STOCK  AND
               RELATED SHAREHOLDER MATTERS

Quotations  for  the Company's common stock appear  on  the  OTC
Bulletin Board, under the symbol "HTHV".  The following table  sets
forth  for  the  respective periods indicated  the  prices  of  the
Company's Common Stock in the over-the-counter market, as  reported
and summarized by the OTC Bulletin Board.  Such prices are based on
inter-dealer  bid  and  asked  prices,  without  markup,  markdown,
commissions,   or   adjustments  and  may  not   represent   actual
transactions.

                                     4
<PAGE>

(A)     MARKET  INFORMATION

                                                  Price per Share
                                                  ---------------
                                                 High          Low
                                                 ----          ----

Calendar year 2000
          First Quarter (January 1, 2000        $9.00          $7.50
           through March 31, 2000)

          Second Quarter (April 1, 2000         $9.00          $4.75
           through June 30, 2000)

          Third Quarter (July 1, 2000           $5.00          $1.60
           through September 30, 2000)

          Fourth Quarter (October 1, 2000       $2.10          $ .75
           through December 31, 2000)

Calendar year 2001
         First Quarter (January 1, 2001
          through March 31, 2001)               $3.20          $1.09

         Second Quarter (April 1, 2001
          through June 30, 2001)                $3.30          $1.00

(B)     HOLDERS

        There are 43 registered holders of the common stock of the
Company.

(C)     DIVIDENDS

        The Registrant has never paid any dividends, cash or otherwise,
on the common shares of the Company.  There is no plan to pay dividends
for the foreseeable future.

(D)     UNREGISTERED  SALES

During the period covered by this report the Company has sold no equity
securities that were not registered under the Securities Act of 1933, as
amended.

ITEM   6.      MANAGEMENT'S  DISCUSSION AND ANALYSIS  OF  FINANCIAL
               CONDITION AND  RESULTS  OF  OPERATION

Results of Operations - Years Ended May 31, 2001 and 2000

The  Company  had  no  revenue from continuing operations  for  the
fiscal years ended May 31, 2001 and 2000.

General and administrative expenses for the year ended May 31, 2001
and 2000 were $145,842 and $1,068,261, respectively.  The
substantially higher expenses in the year ended May 31, 2000, are
attributable to management and consulting fees paid in November
1999 and February 2000 with our common stock valued at $890,964.

                                     5
<PAGE>

The  Company recognized a financing expense in the year  ended  may
31,  2000,  in the amount of $810,183, which did not recur  in  the
year ended May 31, 2001.

Due  to  the foregoing factors, the Company realized a net loss  of
$163,724 for the fiscal year ended May 31, 2001, as compared  to  a
net loss of $1,882,941 for the fiscal year ended May 31, 2000.

Liquidity and Capital Resources

At  May  31,  2001,  the Company had a working capital  deficit  of
$264,012.  The Company's deficit accumulated during the development
stage  was  $2,066,487 at May 31, 2001.  Further, at May 31,  2001,
the  Company had no active business operations and no revenue  from
any  source.   These  matters  raise substantial  doubt  about  the
Company's ability to continue as a going concern.

In  April  2001, the Company entered into an agreement  to  acquire
Viral  Genetics,  Inc., a California corporation  ("Viral").   This
agreement  provided  for  the acquisition  of  51  percent  of  the
outstanding  common stock of Viral, with an option to  acquire  the
balance at a later date.  The agreement was terminated in September
2001,  in  favor of a new agreement pursuant to which  the  Company
would  acquire all of the outstanding capital stock  of  Viral  for
29,750,580  shares of the Company's common stock.  This transaction
was  effected  on October 2, 2001, so that Viral is  now  a  wholly
owned  subsidiary  of  the Company and the former  stockholders  of
Viral  hold  78.7  percent of the Company's issued and  outstanding
shares.  There was no affiliation between the Company and Viral  or
any  of its officers, directors, and controlling stockholders prior
the acquisition.

Viral was founded in 1996 to discover, develop, and commercialize
novel therapeutic and diagnostic systems for the treatment of viral
diseases.  Viral Genetics' core technology revolves around a
biologically active linear protein, Thymus Nuclear Protein (TNP).
To date, Viral's main focus has been the development of a treatment
to stop the progression of the Human Immunodeficiency Virus (HIV),
which is the causative agent in AIDS.  Based on Thymus Nuclear
Protein's proposed mechanism of action and the results of
preliminary human clinical testing, the Company believes TNP may
also be useful as a vaccine for HIV and as a treatment for active
Herpes Simplex infections (genital herpes).

Management believes Viral has sufficient working capital to fund
its operations through the clinical trial and development stages.


ITEM  7.     FINANCIAL  STATEMENTS

The  financial statements of the Company appear at the end of  this
report beginning with the Index to Financial Statements on page 10.


                                    PART III

ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON
             ACCOUNTING  AND  FINANCIAL  DISCLOSURE.

During the registrant's two most recent fiscal years and the
subsequent interim period, no independent accountant who was
previously engaged  as the principal accountant to audit the
registrant's  financial statements, or independent accountant
who was previously engaged to audit a significant subsidiary and on
whom the principal accountant expressed reliance in its report, has
resigned (or indicated it has declined to stand for re-election
after the completion of the

                                     6
<PAGE>

current audit) or  was  dismissed.

The Registrant has engaged Williams & Webster, P.S. as Independent
Auditor for the  year  ended  May 31,  2001.

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(A)     IDENTIFICATION  OF  DIRECTORS

Set   forth  below is the name, age and length of  service  of  the
Company's present directors:

NAME (AGE)           POSITION                LENGTH OF SERVICE
----------------     -------------------     -------------------
Paul Hayward  (53)   President,              Since 1998
                     Secretary, Director

        Executive Officers are appointed to serve until the meeting
of the Board of Directors following the next annual meeting of
shareholders and until their successors have been elected  and
qualified.  There are no arrangements or understandings between any
of the directors, officers, and other persons pursuant to which such
person was selected as an Executive Officer.

        Set forth below is certain biographical information regarding
the Director and Executive Officer  of  the  Company.

        Paul Hayward: Mr. Hayward is the President, Secretary and a
Director of the Company.  From 1994 to 1997 he was investor relations
counsel to Datotech Systems,  Inc.  and  from  1997 to 1998 he was
investor relations counsel to Europa Resources, Inc.  Since 1998 he
has been involved with this Company on a full time basis.

(C)     IDENTIFICATION  OF  CERTAIN  SIGNIFICANT  EMPLOYEES

The Registrant has no other employees.

(D)     FAMILY  RELATIONSHIPS

There is no family relationship between any Director, Executive Officer,
or person nominated or chosen by the Registrant to become a Director
or Executive Officer.

(E)      INVOLVEMENT  IN  CERTAIN  LEGAL  PROCEEDINGS

No  Director, or person nominated to become a Director or Executive
Officer, has been involved in any legal proceedings during the past
five years.

(F)     PROMOTERS  AND  CONTROL  PERSONS

Not  Applicable

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

So  far  as  the Registrant is able to ascertain, all officers  and
directors of the Company are in compliance with information required
under Section 16(a) of the Securities Exchange Act of 1934, as amended.

                                     7
<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION

   The  following table sets forth certain information regarding
the   annual  and  long-term  compensation  for  services  in   all
capacities to the Company for the prior fiscal years ended May  31,
2001,  2000,  and 1999, of those persons who were  either  (i)  the
chief  executive officer during the last completed fiscal  year  or
(ii)  one  (1)  of  the  other  four (4)  most  highly  compensated
executive officers as of the end of the last completed fiscal  year
whose  annual  salary and bonuses exceeded $100,000  (collectively,
the "Named Executive Officers").

                             Annual         Long Term
                          Compensation    Compensation
                                            Securities
                                            Underlying       All Other
Name  and Principal   Year  Salary($)     Options/SARs(#)  Compensation($)
Position

Paul Hayward          2001    None             None             None
  President           2000   8,000             None             None
                      1999    None             None             None

Stock Options

      No  stock  options were issued to any of the Named  Executive
Officers during the fiscal year ended May 31, 2001, and none of the
Named Executive Officers hold any stock options.

ITEM  11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT

      There are presently 8,035,693 shares of the Company's common
shares outstanding. The following table sets forth the information
as to the ownership of each person who, as of this date, owns of
record, or is known by the company to own beneficially, five per
cent or more of the company's common stock, and the officers and
directors of the company.

Title of   Name and Address          Amount and Nature       % of
Class      of Beneficial Owner    of Beneficial Ownership    Class
___________________________________________________________________

Common     Paul Hayward (1)             1,000,000             12.4%
Stock       10-1917 W. 4th Ave
            Vancouver, Canada

Common     Nazir Maherali               3,050,000             38.0%
Stock        Suite 11
             31550, South Fraser Way
             Abbotsford BC Canada

           Directors and Officers (1)   1,000,000             12.4%
              as a group

(1)  Paul Hayward is the sole officer and director of the Company.

CHANGES  IN  CONTROL

There are no arrangements that might in due course (subject to shareholder
and regulatory approval) result in a change in control of the Registrant,
other than those outlined in the Preliminary 14A Proxy Statement filed
by the

                                     8
<PAGE>

corporate attorney with the SEC on 8/8/2001.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

(A)    TRANSACTIONS  WITH  MANAGEMENT  AND  OTHERS

The Company occupies office space provided by Paul Hayward, the
president of the Company at no charge. The value of this space is not
considered materially significant for reporting  purposes.

PART  IV

ITEM  13.     EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
              ON FORM 8-K

(A)       Exhibits required by Item 601(1)

(2)       Plan of acquisition, reorganization, arrangement,
           liquidation, or succession, Filed with PRE14c, June 6, 2001
(3)(i)    Articles of Incorporation, Filed with 10SB, July  29, 1999
(3)(ii)   Bylaws, Filed with 10SB, July 29, 1999
(13)      Annual report to security holders, Form 10Q
           or quarterly report to security holders, filed variously

          (1)  Omitted  Exhibits  not  applicable

(B)     REPORTS  ON  FORM  8-K:

      The Company did not file any reports on Form 8-K in the fiscal
year ended May  31,  2001.

                                   SIGNATURES

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

                                   5 Star Living Online, Inc.


Dated:  October 16, 2001           By /s/ Haig Keledjian, 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 indicated on October 16, 2001.


                                   /s/ Haig Keledjian, Director


                                   /s/ Paul Hayward, Director and
                                       Chief Financial Officer

                                     9
<PAGE>

                     5 STARLIVING ONLINE, INC.

                         TABLE OF CONTENTS

                           May 31, 2001



INDEPENDENT AUDITOR'S REPORT                           11


FINANCIAL STATEMENTS

     Balance Sheets                                    12

     Statements of Operations                          13

     Statement of Stockholders' Equity (Deficit)       14

     Statements of Cash Flows                          15


NOTES TO FINANCIAL STATEMENTS                          16

                                     10
<PAGE>

Board of Directors
5 Starliving Online, Inc.
Seattle, WA

                   INDEPENDENT AUDITOR'S REPORT

We  have  audited the accompanying balance sheets of  5  Starliving
Online,  Inc. (a development stage enterprise), as of May 31,  2001
and  2000  and  the related statements of operations, stockholders'
equity  (deficit) and cash flows for the years ended May  31,  2001
and  2000, and the period June 8, 1998 (inception) to May 31, 2001.
These  financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion  on  these
financial statements based on our audits.

We  conducted  our  audits  in accordance with  auditing  standards
generally  accepted  in  the  United  States  of  America.    Those
standards  require that we plan and perform the  audits  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  5
Starliving  Online,  Inc. as of May 31,  2001  and  2000,  and  the
results  of  its operations and its cash flows for the years  ended
May  31, 2001 and 2000, and the period June 8, 1998 (inception)  to
May  31,  2001, in conformity with accounting principles  generally
accepted in the United States of America.

As  discussed  in  Note 2, the Company has been in the  development
stage since its inception on June 8, 1998.  The Company has minimal
assets,  no  revenues, and substantial debt.  These  factors  raise
substantial  doubt about the Company's ability  to  continue  as  a
going  concern.   Management's  plans  regarding  the  company  are
described  in Note 2. The financial statements do not  include  any
adjustments that might result from the outcome of this uncertainty.



Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington

August  14, 2001, except for Note 11 for which the date is  October
4, 2001

                                     11
<PAGE>

                    5 STARLIVING ONLINE, INC.
                (A DEVELOPMENT STAGE ENTERPRISE)
                         BALANCE SHEETS

                                                    May 31,
                                                      2001         May 31,
                                                   (Restated)       2000
ASSETS

  CURRENT ASSETS
     Cash                                       $      2,235    $     44,274
     Related party note receivable                         -          12,862
                                                  ----------       ---------
        Total Current Assets                           2,235          57,136
                                                  ----------       ---------
  NET ASSETS OF DISCONTINUED OPERATIONS                2,465               -
                                                  ----------       ---------
     TOTAL ASSETS                               $      4,700    $     57,136
                                                  ==========       =========


LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)

  CURRENT LIABILITIES
     Accounts payable                           $      5,221    $         -
     Notes payable                                    10,943              -
     Related party notes payable                     229,985        154,959
     Interest payable                                 20,098              -
                                                   ---------       --------
        Total Current Liabilities                    266,247        154,959
                                                   ---------       --------

  COMMITMENTS AND CONTINGENCIES                            -              -
                                                   ---------       --------
  STOCKHOLDERS' EQUITY (DEFICIT)
    Preferred stock, 20,000,000 shares authorized,
     $0.0001 par value; no shares issued
     and outstanding                                        -             -
    Common stock, 80,000,000 shares authorized,
     $0.0001 par value; 8,035,693 shares, issued
     and outstanding                                      804           804
    Additional paid-in capital                        950,161       950,161
     Stock options                                    853,975       853,975
    Deficit accumulated during development stage   (2,066,487)   (1,902,763)
                                                   ----------     ---------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)            (261,547)      (97,823)
                                                   ----------     ---------
  TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY (DEFICIT)              $      4,700    $   57,136
                                                  ===========     ==========

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

                                     12
<PAGE>

                      5 STARLIVING ONLINE, INC.
                   (A DEVELOPMENT STAGE ENTERPRISE)
                       STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                 Year Ended         From June 8,1998
                                          May 31,                      (Inception)
                                           2001            May 31,   to May 31, 2001
                                         (Restated)         2000       (Restated)
<S>                                     <C>            <C>             <C>
REVENUES                                $         -    $          -    $          -

EXPENSES
 Salaries                                    39,500          16,000          69,729
 Compensation                                     -         890,964         890,964
 Consulting                                  43,807          92,044         135,851
 Advertising and promotion                    5,053               -           5,053
 Filing fees                                    252           2,881           6,138
 Legal and professional                      18,975          47,692          68,667
 Office expense                              29,764          16,805          46,657
 Travel                                       7,397               -           7,397
 Transfer agent                               1,094           1,875           3,469
                                         ----------       ---------       ---------
   TOTAL EXPENSES                           145,842       1,068,261       1,233,925
                                         ----------       ---------       ---------
LOSS FROM OPERATIONS                       (145,842)     (1,068,261)     (1,233,925)

OTHER INCOME (EXPENSE)
 Interest income                              1,016             363           1,379
 Interest expense                           (15,138)         (4,959)        (20,097)
 Financing expense                                -        (810,183)       (810,183)
 Miscellaneous income                           900              99             999
                                         ----------       ---------       ---------
   TOTAL OTHER INCOME (EXPENSE)             (13,222)       (814,680)       (827,902)

LOSS FROM DISCONTINUED OPERATIONS            (4,660)              -          (4,660)
                                         ----------       ---------       ---------
LOSS BEFORE INCOME TAXES                   (163,724)     (1,882,941)     (2,066,487)

INCOME TAXES                                      -               -               -
                                         ----------       ---------       ---------
NET LOSS                                $  (163,724)   $ (1,882,941)   $ (2,066,487)
                                         ==========       =========       ==========
 NET LOSS PER COMMON SHARE FROM
   CONTINUING OPERATIONS,
  BASIC AND DILUTED                     $     (0.02)   $      (0.31)   $      (0.36)
                                          =========       =========       =========
 NET LOSS FROM DISCONTINUED OPERATIONS
   PER COMMON SHARE,
   BASIC AND DILUTED                    $  nil         $  nil          $  nil
                                          =========      ==========       =========
 WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING,
   BASIC AND DILUTED                      8,035,693       6,139,134       5,662,767
</TABLE>
The  accompanying notes are an integral part of  these  financial
statements.

                                     13
<PAGE>

                       5 STARLIVING ONLINE, INC.
                    (A DEVELOPMENT STAGE ENTERPRISE)
              STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated        Total
                                       Common Stock      Additional                    During        Stockholders'
                                     Number                Paid-in       Stock       Development       Equity
                                   of Shares    Amount     Capital      Options         Stage         (Deficit)
<S>                                <C>          <C>      <C>           <C>          <C>             <C>
Issuance of common stock
 for cash at $0.0025 per share     4,000,000    $ 400    $    9,600    $       -    $          -    $     10,000

Issuance of common stock
 from sale of private placement
 for cash at $0.20 per share         250,000       25        49,975            -               -          50,000

Loss for period ending,
 May 31, 1999                              -        -             -            -         (19,822)        (19,822)
                                   ---------     ----      --------      -------       ---------        --------
Balance, May  31, 1999             4,250,000      425        59,575            -         (19,822)         40,178

Issuance of common stock
 for services at $0.19 per share
 in November 1999                  3,750,000      375       712,125            -               -         712,500

Issuance of common stock
 for services at $5.00 per share
 in February 2000                     35,693        4       178,461            -               -         178,465

Issuance of stock options                  -        -             -      853,975               -         853,975

Loss for year ending, May 31,
 2000                                      -        -             -            -      (1,882,941)     (1,882,941)
                                   ---------     ----      --------     --------      ---------        ---------
Balance, May  31, 2000             8,035,693      804       950,161      853,975      (1,902,763)        (97,823)

Loss for year ending May 31, 2001         -         -             -            -        (163,724)       (163,724)

Balance, May  31, 2001             8,035,693    $ 804    $  950,161    $ 853,975    $ (2,066,487)    $  (261,547)
                                   =========     ====      ========     =========     ============     ===========
</TABLE>
The  accompanying notes are an integral part of  these  financial
statements.

                                     14
<PAGE>


                      5 STARLIVING ONLINE, INC.
                   (A DEVELOPMENT STAGE ENTERPRISE)
                       STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                      Year Ended          From June 8, 1998
                                                  May 31,                     (Inception)
                                                   2001          May 31,    to May 31, 2001
                                                (Restated)        2000         (Restated)
<S>                                           <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                   $  (163,724)   $ (1,882,941)   $ (2,066,487)
   Cancelled accounts receivable                   12,862               -          12,862
   Increase in accounts payable                     5,221               -           5,221
   Increase in interest payable                    20,098               -          20,098
   Payment of expenses from stock options               -         853,975         853,975
   Payment of expenses from issuance of stock           -         890,964         890,964
   Net  cash used in discontinued operations        4,661               -           4,661
                                                ---------       ---------     -----------
Net cash used in operating activities            (120,882)        (38,002)       (278,706)
                                                ---------       ---------     -----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Increase in notes receivable                         -         (12,861)        (12,861)
   Payment for discontinued operations             (7,125)              -          (7,125)
                                                ---------        --------     -----------
Net cash used in investing activities              (7,125)        (12,861)        (19,986)
                                                ---------        --------     -----------
CASH    FLOWS   FROM   FINANCING
ACTIVITIES
   Proceeds from note payable                      85,968         154,959         240,927
   Proceeds  from sale of  common stock                 -               -          60,000
                                                ---------        --------     -----------
Net cash provided by financing activities          85,968         154,959         300,927
                                                ---------        --------     -----------
Change in cash                                    (42,039)          4,096           2,235

Cash, beginning of period                          44,274          40,178               -
                                                 --------      ----------      ----------
Cash, end of period                            $    2,235    $     44,274    $      2,235
                                                =========      ==========      ==========
Supplemental cash flow disclosures:
   Interest expense paid                       $        -    $          -    $          -
                                                =========      ==========      ==========
   Income taxes paid                           $        -    $          -    $          -
                                                =========      ==========      ==========
Non-cash transactions:
   Issuance of stock options for expenses      $        -    $    853,975    $    853,975
   Issuance of common stock for compensation   $        -    $    890,964    $    890,964
   Canceled accounts receivable                $   12,862    $          -    $     12,862
</TABLE>
The  accompanying notes are an integral part of  these  financial
statements.

                                     15
<PAGE>

                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

5  Starliving  Online,  Inc.,  formerly  HiTech  Investment,  Inc.,
(hereinafter "the Company"), was incorporated on June 8, 1998 under
the  laws  of  the  State of Delaware for the purpose  of  pursuing
certain  high technology opportunities and alliances and to  assist
in  the  establishment  and development of an  internet  electronic
commerce  venture.   The  Company was  implementing  the  consumer,
industrial  and  business  to business purchasing  network  whereby
companies will be able to introduce their products for sale via the
Company's web-site address.  During the year ended May 31, 2001, in
anticipation  of  a  proposed  merger  with  Viral  Genetics,  Inc.
(Viral),  the  Company has abandoned its website  activities.   See
Note  10  and  11.   The  Company  maintains  offices  in  Seattle,
Washington,  and  in  Vancouver, British Columbia.   The  Company's
fiscal year end is May 31.

On  April 9, 1999 the Company amended its articles of incorporation
to reflect the name change to 5 Starliving Online, Inc.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This  summary  of significant accounting policies is  presented  to
assist  in  understanding the Company's financial statements.   The
financial statements and notes are representations of the Company's
management,   which   is  responsible  for  their   integrity   and
objectivity.   These  accounting  policies  conform  to  accounting
principles  generally accepted in the United States of America  and
have  been consistently applied in the preparation of the financial
statements.

Accounting Method
The Company uses the accrual basis of accounting in accordance with
accounting  principles generally accepted in the United  States  of
America.

Use of Estimates
The  process  of preparing financial statements in conformity  with
accounting  principles generally accepted in the United  States  of
America  requires  the  use of estimates and assumptions  regarding
certain types of assets, liabilities, revenues, and expenses.  Such
estimates primarily relate to unsettled transactions and events  as
of  the  date  of  the  financial  statements.   Accordingly,  upon
settlement, actual results may differ from estimated amounts.

Development Stage Activities
The  Company has been in the development stage since its  formation
in June 1998 and has not yet realized any revenues from its planned
operations.   It  was  primarily engaged in  the  pursuit  of  high
technology  opportunities and alliances for the  establishment  and
development  of  an  internet  electronic  commerce  venture.    In
anticipation  of  the proposed merger with Viral, the  Company  has
abandoned its internet activities.

                                     16
<PAGE>

                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents
For  purposes of the Statement of Cash Flows, the Company considers
all  short-term debt securities purchased with a maturity of  three
months or less to be cash equivalents.

Derivative Instruments
The  Financial  Accounting  Standards  Board  issued  Statement  of
Financial  Accounting Standards ("SFAS") No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities," as amended by  SFAS
No.   137,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities - Deferral of the Effective Date of FASB No.  133",  and
SFAS  No.  138, "Accounting for Certain Derivative Instruments  and
Certain Hedging Activities", which is effective for the Company  as
of  January  1,  2001.   This standard establishes  accounting  and
reporting  standards for derivative instruments, including  certain
derivative instruments embedded in other contracts, and for hedging
activities.   It requires that an entity recognize all  derivatives
as  either  assets or liabilities in the balance sheet and  measure
those instruments at fair value.

If  certain  conditions are met, a derivative may  be  specifically
designated  as  a  hedge, the objective of which is  to  match  the
timing  of gain or loss recognition on the hedging derivative  with
the  recognition of (i) the changes in the fair value of the hedged
asset or liability that are attributable to the hedged risk or (ii)
the  earnings  effect of the hedged forecasted transaction.  For  a
derivative not designated as a hedging instrument, the gain or loss
is recognized in income in the period of change.

Historically,   the  Company  has  not  entered  into   derivatives
contracts to hedge existing risks or for speculative purposes.

At  May  31,  2001, the Company has not engaged in any transactions
that   would  be  considered  derivative  instruments  or   hedging
activities.

Impaired Asset Policy
In  March  1995, the Financial Accounting Standards Board issued  a
statement titled "Accounting for Impairment of Long-lived  Assets."
In complying with this standard, the Company reviews its long-lived
assets  quarterly  to  determine  if  any  events  or  changes   in
circumstances  have  transpired which indicate  that  the  carrying
value  of its assets may not be recoverable. The Company determines
impairment   by  comparing  the  undiscounted  future  cash   flows
estimated  to  be  generated  by its  assets  to  their  respective
carrying amounts.

The  Company  does not believe any adjustments are  needed  to  the
carrying value of its assets at May 31, 2001.

                                     17
<PAGE>
                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Compensated Absences
As the Company is still in the development stage, it currently does
not  have a policy regarding accruals of compensated absences.  The
Company intends to expense these costs as incurred.

Provision for Taxes
Income  taxes  are  provided based upon  the  liability  method  of
accounting pursuant to SFAS No. 109 "Accounting for Income  Taxes."
Under  this approach, deferred income taxes are recorded to reflect
the tax consequences on future years of differences between the tax
basis  of  assets  and  liabilities and their  financial  reporting
amounts  at  each  year  end.  A valuation  allowance  is  recorded
against  deferred  tax assets if management does  not  believe  the
Company has met the "more likely than not" standard imposed by SFAS
No. 109 to allow recognition of such an asset.

At  May  31,  2001,  the  Company had net deferred  tax  assets  of
approximately $516,000, principally arising from net operating loss
carryforwards for income tax purposes, and stock and options issued
for  services.  As management of the Company cannot determine  that
it  is  more  likely  than not that the Company  will  realize  the
benefit of the net deferred tax asset, a valuation allowance  equal
to the net deferred tax asset has been established at May 31, 2001.

At  May  31, 2001, the Company has net operating loss carryforwards
of  approximately $317,000, which expire in the years 2019  through
2020.   The  Company recognized approximately $1,750,000 of  losses
for  the issuance of restricted common stock and stock options  for
services  in 2000, which were not deductible in that year  for  tax
purposes.

Basic and Diluted Loss Per Share
Loss  per  share  was  computed by dividing the  net  loss  by  the
weighted  average number of shares outstanding during  the  period.
The  weighted average number of shares was calculated by taking the
number  of  shares outstanding and weighting them by the amount  of
time  that they were outstanding.  Outstanding options representing
500,000  shares  as  of May 31, 2000 have been  excluded  from  the
calculation   of  diluted  loss  per  share  as   they   would   be
antidilutive.

Employee and Non-Employee Stock Compensation
The  Company values common stock issued to employees and other than
employees for services, property and investments at the fair market
value  of  the common stock, which is the closing price of  Company
stock on the day of issuance.  If no trading occurred on that  day,
then  the  fair market value is the lower of the closing prices  of
the  first  previous day and the first following day on  which  the
Company's stock was traded.

                                     18
<PAGE>

                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Going Concern
The  accompanying financial statements have been prepared  assuming
that the Company will continue as a going concern.

As  shown  in  the accompanying financial statements,  the  Company
incurred a net loss from discontinued operations for the year ended
May  31,  2001,  and  had no sales. The future of  the  Company  is
dependent  upon  its ability to obtain financing  and  upon  future
profitable operations.  Management has a planned merger with  Viral
Genetics,  Inc.   The  financial  statements  do  not  include  any
adjustments  relating to the recoverability and  classification  of
recorded  assets, or the amounts and classification of  liabilities
that might be necessary in the event the Company cannot continue in
existence.  See Notes 10 and 11.


NOTE 3 - WEBSITE DEVELOPMENT

In August 2000, the Company developed and revised its website.  The
costs  of  the  development  and revisions  were  $7,125  and  were
estimated  to  have  been amortized over a  period  of  12  months.
Amortization  expense for the year ended May 31, 2001  was  $2,865.
In  anticipation  of  the proposed merger,  the  website  has  been
abandoned.


NOTE 4 - COMMON STOCK

During  the period from June 8, 1998 (inception) to May  31,  1999,
4,250,000  shares of common stock were sold, (4,000,000 at  $0.0025
per  share,  and 250,000 at $0.20 per share), under  Regulation  D,
Rule 504.

On  November  30,  1999,  the  Company entered  into  a  management
agreement,  which  provided specific services  to  the  Company  in
exchange for 3,750,000 shares of the Company's common stock.  These
shares are restricted by Rule 144 of the Securities Act of 1933 and
are  restricted as to public transfer for a minimum period  of  one
year.  Of the total shares issued, 3,750,000 shares were issued  to
officers  and directors of the Company.  The fair market  value  of
this stock at the time of issuance was $712,500, which was included
in compensation expense.

On  February  29,  2000,  the  Company entered  into  a  consulting
agreement  that  provided  specific  services  to  the  Company  in
exchange  for  35,693 shares of the Company's common stock.   These
shares are restricted by Rule 144 of the Securities Act of 1933 and
are  restricted as to public transfer for a minimum period  of  one
year.   The fair market value of this stock at the time of issuance
was $178,465, which was included in consulting expenses.

                                     19
<PAGE>


                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 4 - COMMON STOCK (continued)

In  accordance  with the proposed merger with Viral Genetics,  Inc.
there  is a substantial anticipated issuance of common stock.   See
Note 11.


NOTE 5 - PREFERRED STOCK

The Company's preferred stock has not been issued.  The Company  is
authorized  to  issue  20,000,000  shares  of  $0.0001  par   value
preferred  stock, which contains no voting privileges  and  is  not
entitled  to  accrued dividends or conversion into  shares  of  the
Company's common stock.


NOTE 6 - STOCK OPTIONS

In November 1999, the Company adopted a Stock Option Incentive Plan
("November 1999 Plan").  The plan allows management to grant up  to
800,000 shares of common stock at its discretion.

In November 1999, management granted options from the November 1999
plan  for  390,000 shares of common stock to Mola Investments  Ltd.
("Mola") for strategic advisory and introduction services.    These
options are available for exercise at the sole discretion of  Mola.
The  fair value of these options estimated on the grant date  using
the  Black-Scholes Option Price Calculator was $43,792,  which  was
included in consulting expenses.

In  February  2000,  the  Company adopted  a  second  Stock  Option
Incentive  Plan  ("February  2000 Plan").   This  plan  allows  the
Company  to  distribute up to 3,500 shares of common stock  at  the
discretion  of  the board of directors.  As of  May  31,  2001,  no
shares had been distributed from this plan.

In  March  2000, management granted options from the November  1999
Plan  for  110,000  shares of common stock to  Eileen  Hayward  for
extension  of  notes  payable.  These  options  are  available  for
exercise at the sole discretion of Ms. Hayward.  The fair value  of
these  options estimated on the grant date using the Black- Scholes
Option  Price  Calculator  was  $810,183,  which  was  included  in
financing expenses. (See Note 9.)

In  the  above Black-Scholes Option Price calculations, the Company
used  the following assumptions to estimate fair value for the year
ended  May 31, 2000:  the risk-free interest rate was five percent,
volatility was 42.73%, the expected life of the options  were  five
years,   and  there  are  no  expected  dividends.   The   expected
volatility for the year ended May 31, 2001 was 207.85%.

                                     20
<PAGE>

                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 6 - STOCK OPTIONS (continued)

During  the  year  ended  May  31,  2001,  the  Company  issued  no
additional stock options or warrants.  Subsequent to May 31,  2001,
as  part  of  the  planned merger, the Company canceled  all  stock
options outstanding.

Following is a summary of the Company's stock options:
                                                                Weighted
                                                                Average
                                                   Number of    Exercise
                                                    Shares        Price

Options outstanding and exercisable at 5-31-1999          -            -
                                                    =======        =====
Outstanding at 6-1-1999                                   -            -
Granted  390,000  options 12/11/99, 5 year term,    390,000       $ 0.25
$0.25 strike price
Granted 110,000 options 5/15/00, 5 year term,       110,000         0.25
$0.25 strike price
Exercised                                                 -            -
Forfeited                                                 -            -
                                                    -------        -----
Outstanding at 5-31-2000                            500,000       $ 0.25
                                                    =======        =====
Options exercisable at 5-31-2000                    500,000       $ 0.25
                                                    =======        =====
Options outstanding and exercisable at 5-31-2001    500,000       $ 0.25
                                                    =======        =====
Weighted average fair value of options granted
 during the fiscal year ended May 31, 2000          $  1.71
                                                    =======

NOTE 7 - RELATED PARTIES

The  Company occupies office space provided by the president of the
Company  at  no charge.  The value of this space is not  considered
materially significant for financial reporting purposes.

In  March 2000, the Company adopted a stock option plan for  shares
exercisable by Ms. Eileen Hayward for a $150,000 note payable.  Ms.
Hayward is the mother of Mr. Paul Hayward, the Company's president.
See Note 9.

In  February  2000, the Company lent $12,500 to a  director.   (See
Note 8.)

                                     21
<PAGE>

                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 8 - NOTES RECEIVABLE

In  February 2000, the Company lent $12,500 to Ms. Kali  Palmer,  a
director  of the Company.  This uncollateralized note  was  due  on
February 15, 2001 with an annual interest rate of 10%.  At May  31,
2000,  $362  of interest was accrued on the note receivable.   This
note  was subsequently cancelled by the Company.  The balance  owed
upon  cancellation  was treated as compensation  expense  for  Kali
Palmer's services.


NOTE 9 - NOTES PAYABLE

In  February  2000,  the  Company  borrowed  $150,000  from  Eileen
Hayward,  a related party.  This uncollateralized note was  due  on
February 1, 2001 with an annual interest rate of 10%.  At  May  31,
2001,  $19,932 of interest expense was accrued on the note payable.
This  note  was modified in March 2000, resulting in 110,000  stock
options granted for an extension of this note.  (See Note 6.)


NOTE 10 - DISCONTINUED OPERATIONS

During  the fiscal year ending May 31, 2001, the Company  abandoned
its  website  in  anticipation of the proposed  merger  with  Viral
Genetics,  Inc.  The website was substantially the only  asset  for
the  Company.   The website had a net value of $2,465  at  May  31,
2001.


NOTE 11 - SUBSEQUENT EVENTS AND RESTATEMENT

The  Company  entered into an agreement with Viral  Genetics,  Inc.
(Viral), a California corporation, concerning an anticipated merger
on April 20, 2001.  The transaction will be considered as a reverse
acquisition  and  reorganization, where  Viral,  as  the  operating
company,  will  be  considered  as  the  acquiring  company.    The
transaction will be considered as a recapitalization of Viral,  and
the  subsequent accounting information will be that of Viral..   As
the  Company  is  a nonoperating company with limited  assets,  the
substance   of  the  proposed  merger  transaction  is  a   capital
transaction,  rather than a business combination.  The  transaction
is  a  stock  for  stock exchange.  As of the  Company's  financial
statements  dated  August  31,  2001,  the  merger  had  not   been
finalized.

The  original  financial statements for May 31, 2001 presented  the
liabilities   as  being  part  of  discontinued  operations.    The
Company's  plans  and agreements concerning the  Viral  acquisition
have  changed  and the liabilities will continue as  debts  of  the
Company.

                                     22
<PAGE>



                     5 STARLIVING ONLINE, INC.
                 (A DEVELOPMENT STAGE ENTERPRISE)
                 NOTES TO THE FINANCIAL STATEMENTS
                           May 31, 2001


NOTE 11 - SUBSEQUENT EVENTS AND RESTATEMENT (continued)

The Company is in discussions to settle some of the liabilities  by
issuances  of  common stock.  The net liabilities  of  discontinued
operations  of  $263,782  has  been replaced  with  net  assets  of
discontinued  operations  of  $2,465  and  Company  liabilities  of
$266,247.   This restatement resulted in no change to the Company's
net loss or the deficit accumulated during development stage.

                                     23
<PAGE>