As filed with the Securities and Exchange Commission on October 27, 2003
                                              Registration No. 333-
                                                                   ------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                VITALSTATE, INC.
             (Exact name of registrant as specified in its charter)

             New York                                   13-3935933
  (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                   Identification No.)

                               2191 Hampton Avenue
                            Montreal, Quebec H4A 2K5
                                 (514) 369-4221
              (Address, Including Zip Code and Telephone Number, of
                          Principal Executive Offices)

                      Consulting Agreement with David Black
                            (Full Title of the Plan)

                                                            Copy to:
       James Klein                                  Adam S. Gottbetter, Esq.
     Vitalstate, Inc.                              Gottbetter & Partners, LLP
   2191 Hampton Avenue                                 488 Madison Avenue
 Montreal, Quebec H4A 2K5                           New York, New York 10022
      (514) 286-0909                                     (212) 400-6900


(Name, Address and Telephone Number, including Area Code, of Agent for Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------- --------------- --------------- ------------------ -----------------
                                                                   Proposed
                                                                   Maximum
             Title of Securities                                   Offering     Proposed Maximum
               To Be Registered                  Amount To Be       Price           Aggregate         Amount of
                                                  Registered      Per Share      Offering Price    Registration Fee
----------------------------------------------- --------------- --------------- ------------------ -----------------
<S>                                                 <C>            <C>             <C>                 <C>
Common Stock, par value $.000333 per share          88,235         $.655(1)        $57,794(1)          $5.32(1)

TOTAL:                                              88,235         $.655(1)        $57,794(1)          $5.32(1)
----------------------------------------------- --------------- --------------- ------------------ -----------------
</TABLE>


(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(c) on the basis of the  average  of the high and low
     prices of the  common  stock of the  Registrant  as traded in the  over-the
     counter  market  and  reported  in the  Electronic  Bulletin  Board  of the
     National Association of Securities Dealers on October 20, 2003.


<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

Item 2.  Information and Employee Plan Annual Information

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Vitalstate, Inc., 2191 Hampton Avenue, Montreal, Quebec H4A 2K5, (514) 369-4221.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement.

         a)       Registrant's  Annual Report on Form 10-KSB for the fiscal year
                  ended  December  31, 2002 filed  pursuant to Section  13(c) or
                  15(d) of the Securities  Exchange Act of 1934, as amended (the
                  "Exchange Act");

         b)       All other  reports  filed by  Registrant  pursuant  to Section
                  13(c) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Form 10-KSB referred to in (a) above.

         c)       The  description  of the common stock,  $.000333 par value per
                  share (the "Common  Stock") of the  Registrant is contained in
                  the  Registrant's  registration  statement  on Form 10-SB,  as
                  amended.

           All documents filed by the Registrant  pursuant to Section 13 (a), 13
(c),  14 and 15  (d)  of the  Exchange  Act  subsequent  to  the  date  of  this
registration statement and prior to the filing of a post-effective  amendment to
this registration  statement which indicates that all securities  offered hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated in this registration  statement by reference and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in this registration  statement,  in a supplement to this registration
statement or in a document  incorporated by reference herein, shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.


                                       2
<PAGE>


Item 4. Description of Securities

         Not applicable. See Item 3(c) above

Item 5. Interest of Named Experts and Counsel

         The  validity  of  the  shares  of  common  stock  registered  in  this
registration  statement has been passed upon for the  Registrant by Gottbetter &
Partners, LLP, ("G&P") whose opinion is attached hereto as Exhibit 5.

Item 6. Indemnification of Directors and Officers.

         Sections 722 and 723 of the New York Business  Corporation Law grant us
the power to indemnify our officers and directors as follows:  (a) A corporation
may indemnify any person made, or threatened to be made, a party to an action or
proceeding  other  than one by or in the right of the  corporation  to procure a
judgment in its favor,  whether civil or criminal,  including an action by or in
the right of any other corporation of any type or kind,  domestic or foreign, or
any  partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
enterprise,  which any  director  or  officer of the  corporation  served in any
capacity at the request of the  corporation,  by reason of the fact that he, his
testator or intestate,  was a director or officer of the corporation,  or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement  and  reasonable  expenses,  including  attorney's  fees actually and
necessarily  incurred  as a result of such action or  proceeding,  or any appeal
therein,  if such director or officer acted, in good faith,  for a purpose which
he  reasonably  believed  to be in,  or,  in the case of  service  for any other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful. (b) The termination of any such civil or criminal
action or proceeding by judgment, settlement,  conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such  director or officer did not act,  in good  faith,  for a purpose  which he
reasonably  believed  to be in,  or,  in the  case  of  service  for  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation or that
he had  reasonable  cause  to  believe  that his  conduct  was  unlawful.  (c) A
corporation  may indemnify any person made, or threatened to be made, a party to
an action by or in the right of the  corporation  to procure a  judgment  in its
favor by reason of the fact that he,  his  testator  or  intestate,  is or was a
director or officer of the  corporation,  or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit  plan or  other  enterprise,  against  amounts  paid in  settlement  and
reasonable  expenses,   including  attorneys'  fees,  actually  and  necessarily
incurred by him in connection with the defense or settlement of such action,  or
in connection  with an appeal therein if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise,  not opposed to, the best interest of
the corporation,  except that no  indemnification  under this paragraph shall be
made 4 in respect  of (1) a  threatened  action,  or a pending  action  which is
settled or otherwise  disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent  that the court on which the action  was  brought,  or, if no
action  was  brought,  any  court of  competent  jurisdiction,  determines  upon
application  that, in view of all the  circumstances  of the case, the person is
fairly and  reasonably  entitled to indemnity for such portion of the settlement
amount and  expenses  as the court  deems  proper.  (d) For the  purpose of this
section,  a corporation  shall be deemed to have  requested a

                                       3
<PAGE>


person to serve an employee benefit plan where the performance by such person of
his duties to the  corporation  also imposes  duties on, or  otherwise  involves
services by, such person to the plan or  participants  or  beneficiaries  of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant  to  applicable  law shall be  considered  fines;  and action  taken or
omitted by a person with respect to an employee  benefit plan in the performance
of such person's duties for a purpose  reasonably  believed by such person to be
in the  interest  of the  participants  and  beneficiaries  of the plan shall be
deemed to be for a purpose  which is not  opposed to the best  interests  of the
corporation. Payment of indemnification other than by court award is as follows:
(a) A person who has been successful, on the merits or otherwise, in the defense
of a civil or  criminal  action or  proceeding  of the  character  described  in
section 722 shall be entitled to  indemnification as authorized in such section.
(b) Except as provided in paragraph (a), any  indemnification  under section 722
or otherwise  permitted by section 721,  unless ordered by a court under section
724 (Indemnification of directors and officers by a court), shall be made by the
corporation, only if authorized in the specific case: (1) By the board acting by
a  quorum  consisting  of  directors  who are not  parties  to  such  action  or
proceeding  upon a finding  that the director or officer has met the standard of
conduct set forth in section 722 or established  pursuant to section 721, as the
case may be, or, (2) If a quorum under  subparagraph  (1) is not  obtainable or,
even if obtainable,  a quorum of disinterested  directors so directs: (A) By the
board  upon  the  opinion  in  writing  of   independent   legal   counsel  that
indemnification is proper in the circumstances  because the applicable  standard
of conduct set forth in such  sections has been met by such director or officer,
or (B) By the  shareholders  upon a finding that the director or officer has met
the  applicable  standard of conduct set forth in such  sections.  (C)  Expenses
incurred in defending a civil or criminal  action or  proceeding  may be paid by
the corporation in advance of the final disposition of such action or proceeding
upon receipt of an  undertaking by or on behalf of such director or officer 5 to
repay such amounts as, and to the extent,  required by paragraph  (a) of section
725.



         Our  Certificate  of  Incorporation  provides as follows:  "SIXTH:  The
personal  liability of  directors to the  corporation  or its  shareholders  for
damages for any breach of duty in such capacity is hereby eliminated except that
such  personal  liability  shall not be  eliminated if a judgment or other final
adjudication  adverse to such  director  establishes  that his acts or omissions
were in bad faith or involved  intentional  misconduct or a knowing violation of
law or that he personally  gained in fact a financial  profit or other advantage
to which he was not legally  entitled or that his acts  violated  Section 719 of
the Business Corporation Law."

"SEVENTH: The Corporation shall, to the fullest extent permitted by Article 7 of
the  Business  Corporation  Law,  as the same may be amended  and  supplemented,
indemnify  any and all persons whom it shall have power to indemnify  under said
Article  from and against  any and all of the  expenses,  liabilities,  or other
matters  referred  to in or covered  by said  Article,  and the  indemnification
provided for herein  shall not be deemed  exclusive of any other rights to which
any  person  may be  entitled  under any  By-Law,  resolution  or  shareholders,
resolution of directors,  agreement, or otherwise, as permitted by said Article,
as to  action  in  any  capacity  in  which  he  served  at the  request  of the
Corporation."

Item 7. Exemption from Registration Claimed.

        Not applicable.




                                       4
<PAGE>

Item 8. Exhibits

Exhibits No.      Description
------------      -----------

         4        Consulting   Agreement  dated  as  of  July  1,  2003  between
                  Registrant and David Black.

         5        Opinion of Counsel, Gottbetter & Partners, LLP.

         23.1     Consent of Counsel (included in Exhibit 5 hereto).

         23.2     Consent of Richter Usher & Vineberg

Item 9. UNDERTAKINGS

1. The Registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

         (i)      To include  any  prospectus  required by Section 10 (a) (3) of
                  the Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

provided however,  that paragraphs (a)(1)(i) and (a) (1)(ii) do not apply if the
conformation  required  to be included in a post  effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  registration
statement.

(b) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering  of such  securities  at the time  shall be  deemed  to be the  initial
bonafide offering thereof.

(c) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

2. The  Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual  report  pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and,  where  applicable,  each filing of any employee  benefits  plan's  annual
report  pursuant to Section 15 (d) of the Securities  Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering  of such  securities  at that time shall be deemed to be in the initial
bonafide offering thereof.



                                       5
<PAGE>

3. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.





                                       6
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the  City of  Montreal,  Province  of  Quebec  on the 21st day of
October, 2003.


                                         VITALSTATE, INC.


                                         By: /s/ James Klein
                                             ---------------------------------
                                             James Klein, Secretary, Treasurer



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicates and on the dates indicated.

Signature                              Title                           Date
---------                              -----                           ----

/s/ Heather Baker          President, Chief Executive           October 21, 2003
---------------------      Officer and Chairman
Heather Baker              of the Board

/s/ James Klein            Treasurer, Secretary,                October 21, 2003
---------------------      Chief Financial
James Klein                and Accounting Officer and Director


/s/ Jonathan Farber        Director                             October 21, 2003
---------------------
Jonathan Farber


/s/ Terry Gilles           Director                             October 21, 2003
---------------------
Terry Giles



                                       7
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "secsgml_size_bytes": 21014}]
{"company-data": {"conformed-name": "VITALSTATE INC", "cik": "0001085106", "assigned-sic": "2834", "irs-number": "133935933", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109999", "film-number": "03958115"}, "business-address": {"street1": "8 HARMONY LANE", "street2": "914-686-8255", "city": "HARTSDALE", "state": "NY", "zip": "10530"}, "mail-address": {"street1": "8 HARMONY LANE", "city": "HARTSDALE", "state": "NY", "zip": "10530"}, "former-company": {"former-conformed-name": "HARMONY TRADING CORP", "date-changed": "19990615"}}
As filed with the Securities and Exchange Commission on October 27, 2003
                                              Registration No. 333-
                                                                   ------------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                VITALSTATE, INC.
             (Exact name of registrant as specified in its charter)

             New York                                   13-3935933
  (State or other jurisdiction                        (IRS Employer
of incorporation or organization)                   Identification No.)

                               2191 Hampton Avenue
                            Montreal, Quebec H4A 2K5
                                 (514) 369-4221
              (Address, Including Zip Code and Telephone Number, of
                          Principal Executive Offices)

                      Consulting Agreement with David Black
                            (Full Title of the Plan)

                                                            Copy to:
       James Klein                                  Adam S. Gottbetter, Esq.
     Vitalstate, Inc.                              Gottbetter & Partners, LLP
   2191 Hampton Avenue                                 488 Madison Avenue
 Montreal, Quebec H4A 2K5                           New York, New York 10022
      (514) 286-0909                                     (212) 400-6900

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
----------------------------------------------- --------------- --------------- ------------------ -----------------
                                                                   Proposed
                                                                   Maximum
             Title of Securities                                   Offering     Proposed Maximum
               To Be Registered                  Amount To Be       Price           Aggregate         Amount of
                                                  Registered      Per Share      Offering Price    Registration Fee
----------------------------------------------- --------------- --------------- ------------------ -----------------
Common Stock, par value $.000333 per share          88,235         $.655(1)        $57,794(1)          $5.32(1)

TOTAL:                                              88,235         $.655(1)        $57,794(1)          $5.32(1)
----------------------------------------------- --------------- --------------- ------------------ -----------------
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant  to Rule  457(c) on the basis of the  average  of the high and low
     prices of the  common  stock of the  Registrant  as traded in the  over-the
     counter  market  and  reported  in the  Electronic  Bulletin  Board  of the
     National Association of Securities Dealers on October 20, 2003.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

         Pursuant  to the  Note  to  Part I of the  Form  S-8,  the  information
required by Part I is not filed with the Securities and Exchange Commission.

Item 2.  Information and Employee Plan Annual Information

         Registrant will provide without charge to each person to whom a copy of
a Section  10(a)  Prospectus  hereunder is  delivered,  upon the oral or written
request of such person, a copy of any document incorporated in this Registration
Statement  by  reference.  Requests for such  information  should be directed to
Vitalstate, Inc., 2191 Hampton Avenue, Montreal, Quebec H4A 2K5, (514) 369-4221.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following   documents  are   incorporated  by  reference  in  this
registration statement.

         a)       Registrant's  Annual Report on Form 10-KSB for the fiscal year
                  ended  December  31, 2002 filed  pursuant to Section  13(c) or
                  15(d) of the Securities  Exchange Act of 1934, as amended (the
                  "Exchange Act");

         b)       All other  reports  filed by  Registrant  pursuant  to Section
                  13(c) or 15(d) of the Exchange Act since the end of the fiscal
                  year covered by the Form 10-KSB referred to in (a) above.

         c)       The  description  of the common stock,  $.000333 par value per
                  share (the "Common  Stock") of the  Registrant is contained in
                  the  Registrant's  registration  statement  on Form 10-SB,  as
                  amended.

           All documents filed by the Registrant  pursuant to Section 13 (a), 13
(c),  14 and 15  (d)  of the  Exchange  Act  subsequent  to  the  date  of  this
registration statement and prior to the filing of a post-effective  amendment to
this registration  statement which indicates that all securities  offered hereby
have been sold or which  deregisters all securities then remaining  unsold shall
be deemed to be incorporated in this registration  statement by reference and to
be a part  hereof  from the date of  filing  of such  documents.  Any  statement
contained in this registration  statement,  in a supplement to this registration
statement or in a document  incorporated by reference herein, shall be deemed to
be modified or  superseded  for purposes of this  registration  statement to the
extent that a statement contained herein or in any subsequently filed supplement
to  this  registration  statement  or  in  any  document  that  is  subsequently
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this registration statement.

                                       2
Item 4. Description of Securities

         Not applicable. See Item 3(c) above

Item 5. Interest of Named Experts and Counsel

         The  validity  of  the  shares  of  common  stock  registered  in  this
registration  statement has been passed upon for the  Registrant by Gottbetter &
Partners, LLP, ("G&P") whose opinion is attached hereto as Exhibit 5.

Item 6. Indemnification of Directors and Officers.

         Sections 722 and 723 of the New York Business  Corporation Law grant us
the power to indemnify our officers and directors as follows:  (a) A corporation
may indemnify any person made, or threatened to be made, a party to an action or
proceeding  other  than one by or in the right of the  corporation  to procure a
judgment in its favor,  whether civil or criminal,  including an action by or in
the right of any other corporation of any type or kind,  domestic or foreign, or
any  partnership,   joint  venture,   trust,  employee  benefit  plan  or  other
enterprise,  which any  director  or  officer of the  corporation  served in any
capacity at the request of the  corporation,  by reason of the fact that he, his
testator or intestate,  was a director or officer of the corporation,  or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity,  against judgments,  fines, amounts paid in
settlement  and  reasonable  expenses,  including  attorney's  fees actually and
necessarily  incurred  as a result of such action or  proceeding,  or any appeal
therein,  if such director or officer acted, in good faith,  for a purpose which
he  reasonably  believed  to be in,  or,  in the case of  service  for any other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation and, in
criminal actions or proceedings, in addition, had no reasonable cause to believe
that his conduct was unlawful. (b) The termination of any such civil or criminal
action or proceeding by judgment, settlement,  conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create a presumption that any
such  director or officer did not act,  in good  faith,  for a purpose  which he
reasonably  believed  to be in,  or,  in the  case  of  service  for  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other enterprise,  not opposed to, the best interests of the corporation or that
he had  reasonable  cause  to  believe  that his  conduct  was  unlawful.  (c) A
corporation  may indemnify any person made, or threatened to be made, a party to
an action by or in the right of the  corporation  to procure a  judgment  in its
favor by reason of the fact that he,  his  testator  or  intestate,  is or was a
director or officer of the  corporation,  or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, or any partnership,  joint venture,  trust,  employee
benefit  plan or  other  enterprise,  against  amounts  paid in  settlement  and
reasonable  expenses,   including  attorneys'  fees,  actually  and  necessarily
incurred by him in connection with the defense or settlement of such action,  or
in connection  with an appeal therein if such director or officer acted, in good
faith,  for a purpose which he reasonably  believed to be in, or, in the case of
service for any other  corporation or any  partnership,  joint  venture,  trust,
employee benefit plan or other enterprise,  not opposed to, the best interest of
the corporation,  except that no  indemnification  under this paragraph shall be
made 4 in respect  of (1) a  threatened  action,  or a pending  action  which is
settled or otherwise  disposed of, or (2) any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation, unless and
only to the extent  that the court on which the action  was  brought,  or, if no
action  was  brought,  any  court of  competent  jurisdiction,  determines  upon
application  that, in view of all the  circumstances  of the case, the person is
fairly and  reasonably  entitled to indemnity for such portion of the settlement
amount and  expenses  as the court  deems  proper.  (d) For the  purpose of this
section,  a corporation  shall be deemed to have  requested a

                                       3
person to serve an employee benefit plan where the performance by such person of
his duties to the  corporation  also imposes  duties on, or  otherwise  involves
services by, such person to the plan or  participants  or  beneficiaries  of the
plan; excise taxes assessed on a person with respect to an employee benefit plan
pursuant  to  applicable  law shall be  considered  fines;  and action  taken or
omitted by a person with respect to an employee  benefit plan in the performance
of such person's duties for a purpose  reasonably  believed by such person to be
in the  interest  of the  participants  and  beneficiaries  of the plan shall be
deemed to be for a purpose  which is not  opposed to the best  interests  of the
corporation. Payment of indemnification other than by court award is as follows:
(a) A person who has been successful, on the merits or otherwise, in the defense
of a civil or  criminal  action or  proceeding  of the  character  described  in
section 722 shall be entitled to  indemnification as authorized in such section.
(b) Except as provided in paragraph (a), any  indemnification  under section 722
or otherwise  permitted by section 721,  unless ordered by a court under section
724 (Indemnification of directors and officers by a court), shall be made by the
corporation, only if authorized in the specific case: (1) By the board acting by
a  quorum  consisting  of  directors  who are not  parties  to  such  action  or
proceeding  upon a finding  that the director or officer has met the standard of
conduct set forth in section 722 or established  pursuant to section 721, as the
case may be, or, (2) If a quorum under  subparagraph  (1) is not  obtainable or,
even if obtainable,  a quorum of disinterested  directors so directs: (A) By the
board  upon  the  opinion  in  writing  of   independent   legal   counsel  that
indemnification is proper in the circumstances  because the applicable  standard
of conduct set forth in such  sections has been met by such director or officer,
or (B) By the  shareholders  upon a finding that the director or officer has met
the  applicable  standard of conduct set forth in such  sections.  (C)  Expenses
incurred in defending a civil or criminal  action or  proceeding  may be paid by
the corporation in advance of the final disposition of such action or proceeding
upon receipt of an  undertaking by or on behalf of such director or officer 5 to
repay such amounts as, and to the extent,  required by paragraph  (a) of section
725.

         Our  Certificate  of  Incorporation  provides as follows:  "SIXTH:  The
personal  liability of  directors to the  corporation  or its  shareholders  for
damages for any breach of duty in such capacity is hereby eliminated except that
such  personal  liability  shall not be  eliminated if a judgment or other final
adjudication  adverse to such  director  establishes  that his acts or omissions
were in bad faith or involved  intentional  misconduct or a knowing violation of
law or that he personally  gained in fact a financial  profit or other advantage
to which he was not legally  entitled or that his acts  violated  Section 719 of
the Business Corporation Law."

"SEVENTH: The Corporation shall, to the fullest extent permitted by Article 7 of
the  Business  Corporation  Law,  as the same may be amended  and  supplemented,
indemnify  any and all persons whom it shall have power to indemnify  under said
Article  from and against  any and all of the  expenses,  liabilities,  or other
matters  referred  to in or covered  by said  Article,  and the  indemnification
provided for herein  shall not be deemed  exclusive of any other rights to which
any  person  may be  entitled  under any  By-Law,  resolution  or  shareholders,
resolution of directors,  agreement, or otherwise, as permitted by said Article,
as to  action  in  any  capacity  in  which  he  served  at the  request  of the
Corporation."

Item 7. Exemption from Registration Claimed.

        Not applicable.

                                       4
Item 8. Exhibits

Exhibits No.      Description
------------      -----------

         4        Consulting   Agreement  dated  as  of  July  1,  2003  between
                  Registrant and David Black.

         5        Opinion of Counsel, Gottbetter & Partners, LLP.

         23.1     Consent of Counsel (included in Exhibit 5 hereto).

         23.2     Consent of Richter Usher & Vineberg

Item 9. UNDERTAKINGS

1. The Registrant hereby undertakes:

(a) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

         (i)      To include  any  prospectus  required by Section 10 (a) (3) of
                  the Securities Act of 1933;

         (ii)     To reflect in the prospectus any facts or events arising after
                  the effective date of the registration  statement (or the most
                  recent post-effective  amendment thereof) which,  individually
                  or in the  aggregate,  represent a  fundamental  change in the
                  information set forth in the registration statement;

         (iii)    To include any material  information  with respect to the plan
                  of distribution  not previously  disclosed in the registration
                  statement or any material  change to such  information  in the
                  registration statement;

provided however,  that paragraphs (a)(1)(i) and (a) (1)(ii) do not apply if the
conformation  required  to be included in a post  effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission by the  Registrant  pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  registration
statement.

(b) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  shall  be  deemed  to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering  of such  securities  at the time  shall be  deemed  to be the  initial
bonafide offering thereof.

(c) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

2. The  Registrant  hereby  undertakes  that,  for purposes of  determining  any
liability  under the  Securities  Act of 1933,  each filing of the  Registrant's
annual  report  pursuant to Section 13 (a) or Section 15 (d) of the Exchange Act
(and,  where  applicable,  each filing of any employee  benefits  plan's  annual
report  pursuant to Section 15 (d) of the Securities  Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be deemed to be
a new registration  statement relating to the securities offered herein, and the
offering  of such  securities  at that time shall be deemed to be in the initial
bonafide offering thereof.

                                       5
3. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       6
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized  in the  City of  Montreal,  Province  of  Quebec  on the 21st day of
October, 2003.

                                         VITALSTATE, INC.

                                         By: /s/ James Klein
                                             ---------------------------------
                                             James Klein, Secretary, Treasurer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicates and on the dates indicated.

Signature                              Title                           Date
---------                              -----                           ----

/s/ Heather Baker          President, Chief Executive           October 21, 2003
---------------------      Officer and Chairman
Heather Baker              of the Board

/s/ James Klein            Treasurer, Secretary,                October 21, 2003
---------------------      Chief Financial
James Klein                and Accounting Officer and Director

/s/ Jonathan Farber        Director                             October 21, 2003
---------------------
Jonathan Farber

/s/ Terry Gilles           Director                             October 21, 2003
---------------------
Terry Giles

                                       7