<PAGE>
      As filed with the Securities and Exchange Commission on June 19, 2002
                                                  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
                                     CANADA
                                 (514) 369-4221
         (Address, Including Zip Code and Telephone Number, of Principal
                               Executive Offices)

              VITALSTATE, INC. 2002 NON-STATUTORY STOCK OPTION PLAN
                            (Full Title of the Plan)


                                                           Copy to:

             HEATHER BAKER                           ADAM S. GOTTBETTER, ESQ.
         2191 HAMPTON AVENUE                   KAPLAN GOTTBETTER & LEVENSON, LLP
               MONTREAL                                630 THIRD AVENUE
        QUEBEC H4A 2K5 CANADA                      NEW YORK, NEW YORK 10017
            (514) 369-4221                              (212) 983-6900
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)



                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                        PROPOSED
                                                        MAXIMUM          PROPOSED
                                                        OFFERING         MAXIMUM          AMOUNT OF
      TITLE OF SECURITIES              AMOUNT TO BE      PRICE          AGGREGATE        REGISTRATION
       TO BE REGISTERED                 REGISTERED     PER SHARE      OFFERING PRICE        FEE(1)
-----------------------------------------------------------------------------------------------------
<S>                                    <C>             <C>            <C>                <C>
Common Stock, par value $.000333
 per share, pursuant to the
 Exercise of Options
Granted Under the Plan to:
James Klein                                25,000        $1.235           $30,875            $2.84
Heather Baker                              25,000        $1.235           $30,875            $2.84
Steve Leroux                               25,000        $1.235           $30,875            $2.84
Tommy Kane                                 25,000        $1.235           $30,875            $2.84
Michael Farber                             25,000        $1.235           $30,875            $2.84
Norma Murphy                               12,500        $1.235           $15,438            $1.42
Dean Hollingworth                          12,500        $1.235           $15,438            $1.42
TOTAL                                     150,000        $1.235          $185,250           $17.05
-----------------------------------------------------------------------------------------------------
</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 on the OTC Electronic Bulletin Board of the
         National Association of Securities Dealers on June 17, 2002.
<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 Canada, (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, 2001 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 (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


                                        2
<PAGE>
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.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable, the class of securities to be offered is registered
under Section 12 of the Exchange Act.

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 Kaplan
Gottbetter & Levenson, LLP, ("KGL") whose opinion is attached hereto as Exhibit
5. As at June 17, 2002 Adam S. Gottbetter, Paul R. Levenson, and Steven M.
Kaplan, partners in KGL, owned an aggregate of 29,500 shares of common stock of
the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article SIXTH of our Certificate of Incorporation provides as follows:
"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." Article SEVENTH of our Certificate of
Incorporation provides as follows: "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.

ITEM 8. EXHIBITS


                                        3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.     DESCRIPTION
-----------     -----------
<S>             <C>
2.1             Reorganization Agreement dated March 27, 2002 by and among
                Registrant, Group Intercapital Inc., Nuvo Way Inc., Heather
                Baker and the shareholders of Nuvo Way Inc. (1)

2.2             Addendum to Reorganization Agreement dated April 3, 2002 by and
                among Registrant, Group Intercapital Inc., Nuvo Way Inc.,
                Heather Baker and the shareholders of Nuvo Way Inc. (1)

3.1             Certificate of Incorporation filed August 13, 1996 (2)

3.2(a)          Certificate of Amendment of the Certificate of Incorporation
                filed April 7, 1999 (2)

3.2(b)          Certificate of Amendment of the Certificate of Incorporation
                filed September 20, 1999 (3)

3.2(c)          Certificate of Amendment of the Certificate of Incorporation
                filed November 20, 2000 (4)

3.2(d)          Certificate of Amendment of the Certificate of Incorporation
                filed January 29, 2001 (5)

3.2(e)          Certificate of Amendment of the Certificate of Incorporation
                filed March 29, 2002 (6)

3.2(f)          Certificate of Amendment of the Certificate of Incorporation
                filed June 5, 2002

3.3             By-Laws of Registrant (2)

4               Vitalstate, Inc. 2002 Non-Statutory Stock Option Plan

5               Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

10              Fashion Consultant Agreement dated as of December 7, 1998, by
                and between Tanner Companies Limited Partnership and Falene R.
                Gottbetter (2)

10.1            Termination of Independent Contractor Relationship Agreement
                dated April 5, 2002 among Registrant, Falene Gottbetter, Roberta
                Winley and Judy Cohen (1)

21              Subsidiaries - Vital State Canada Ltd. (formerly Nuvo Way Inc.)
</TABLE>



                                        4
<PAGE>
<TABLE>
<S>             <C>
23.1            Consent of Counsel (included in Exhibit 5 hereto).

23.2            Consent of Thomas Monahan, CPA
</TABLE>

--------------------

(1)      Incorporated by reference to Form 8-K dated March 27, 2002 filed on
         April 11, 2002.

(2)      Incorporated by reference to the registration statement on Form 10-SB
         filed July 22, 1999.

(3)      Incorporated by reference to Form 10-QSB for the period ended September
         30, 1999 filed on November 15, 1999.

(4)      Incorporated by reference to Form 8-K December 4, 2000.

(5)      Incorporated by reference to Schedule 14C filed on January 5, 2001.

(6)      Incorporated by reference to Form 10-KSB for the fiscal year ended
         December 31, 2001 filed on April 9, 2002.

ITEM 9. UNDERTAKINGS

(a)      The Registrant hereby undertakes:

         (1) 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.

         (2) 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


                                        5
<PAGE>
to the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bonafide offering thereof.

         (3) 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.

(b) 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.

(c) 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, Providence of Quebec on the 18th day of
June, 2002.


                                         VITALSTATE, INC.

                                         By:  /s/Heather Baker
                                              ----------------------------------
                                              Heather Baker, President and
                                              Chief Executive Officer

                                         By:  /s/James Klein
                                              ----------------------------------
                                              James Klein, Secretary, Treasurer
                                              and Chief Financial Officer


         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.


<TABLE>
<CAPTION>
SIGNATURE                       TITLE                                             DATE
---------                       -----                                             ----
<S>                             <C>                                          <C>
/s/Heather Baker                President, Chief Executive Officer           June 18, 2002
-------------------------
Heather Baker                   and Director

/s/James Klein                  Secretary, Treasurer, Chief Financial        June 18, 2002
-------------------------
James Klein                     Officer and Director

/s/Jonathan Farber              Director                                     June 18, 2002
-------------------------
Jonathan Farber

/s/Leontis Teryazos             Director                                     June 18, 2002
-------------------------
Leontis Teryazos
</TABLE>



                                        7
[{"type": "S-8", "sequence": "1", "filename": "y61651sv8.txt", "description": "VITALSTATE, INC.", "secsgml_size_bytes": 17986}]
{"company-data": {"conformed-name": "VITALSTATE INC", "cik": "0001085106", "assigned-sic": "5130", "irs-number": "133935933", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90774", "film-number": "02682336"}, "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 June 19, 2002
                                                  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
                                     CANADA
                                 (514) 369-4221
         (Address, Including Zip Code and Telephone Number, of Principal
                               Executive Offices)

              VITALSTATE, INC. 2002 NON-STATUTORY STOCK OPTION PLAN
                            (Full Title of the Plan)

                                                           Copy to:

             HEATHER BAKER                           ADAM S. GOTTBETTER, ESQ.
         2191 HAMPTON AVENUE                   KAPLAN GOTTBETTER & LEVENSON, LLP
               MONTREAL                                630 THIRD AVENUE
        QUEBEC H4A 2K5 CANADA                      NEW YORK, NEW YORK 10017
            (514) 369-4221                              (212) 983-6900
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                        MAXIMUM          PROPOSED
                                                        OFFERING         MAXIMUM          AMOUNT OF
      TITLE OF SECURITIES              AMOUNT TO BE      PRICE          AGGREGATE        REGISTRATION
       TO BE REGISTERED                 REGISTERED     PER SHARE      OFFERING PRICE        FEE(1)
-----------------------------------------------------------------------------------------------------
Common Stock, par value $.000333
 per share, pursuant to the
 Exercise of Options
Granted Under the Plan to:
James Klein                                25,000        $1.235           $30,875            $2.84
Heather Baker                              25,000        $1.235           $30,875            $2.84
Steve Leroux                               25,000        $1.235           $30,875            $2.84
Tommy Kane                                 25,000        $1.235           $30,875            $2.84
Michael Farber                             25,000        $1.235           $30,875            $2.84
Norma Murphy                               12,500        $1.235           $15,438            $1.42
Dean Hollingworth                          12,500        $1.235           $15,438            $1.42
TOTAL                                     150,000        $1.235          $185,250           $17.05
-----------------------------------------------------------------------------------------------------
(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 on the OTC Electronic Bulletin Board of the
         National Association of Securities Dealers on June 17, 2002.
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 Canada, (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, 2001 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 (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

                                        2
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.

ITEM 4. DESCRIPTION OF SECURITIES

         Not applicable, the class of securities to be offered is registered
under Section 12 of the Exchange Act.

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 Kaplan
Gottbetter & Levenson, LLP, ("KGL") whose opinion is attached hereto as Exhibit
5. As at June 17, 2002 Adam S. Gottbetter, Paul R. Levenson, and Steven M.
Kaplan, partners in KGL, owned an aggregate of 29,500 shares of common stock of
the Registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Article SIXTH of our Certificate of Incorporation provides as follows:
"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." Article SEVENTH of our Certificate of
Incorporation provides as follows: "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.

ITEM 8. EXHIBITS

                                        3
EXHIBIT NO.     DESCRIPTION
-----------     -----------
2.1             Reorganization Agreement dated March 27, 2002 by and among
                Registrant, Group Intercapital Inc., Nuvo Way Inc., Heather
                Baker and the shareholders of Nuvo Way Inc. (1)

2.2             Addendum to Reorganization Agreement dated April 3, 2002 by and
                among Registrant, Group Intercapital Inc., Nuvo Way Inc.,
                Heather Baker and the shareholders of Nuvo Way Inc. (1)

3.1             Certificate of Incorporation filed August 13, 1996 (2)

3.2(a)          Certificate of Amendment of the Certificate of Incorporation
                filed April 7, 1999 (2)

3.2(b)          Certificate of Amendment of the Certificate of Incorporation
                filed September 20, 1999 (3)

3.2(c)          Certificate of Amendment of the Certificate of Incorporation
                filed November 20, 2000 (4)

3.2(d)          Certificate of Amendment of the Certificate of Incorporation
                filed January 29, 2001 (5)

3.2(e)          Certificate of Amendment of the Certificate of Incorporation
                filed March 29, 2002 (6)

3.2(f)          Certificate of Amendment of the Certificate of Incorporation
                filed June 5, 2002

3.3             By-Laws of Registrant (2)

4               Vitalstate, Inc. 2002 Non-Statutory Stock Option Plan

5               Opinion of Counsel, Kaplan Gottbetter & Levenson, LLP.

10              Fashion Consultant Agreement dated as of December 7, 1998, by
                and between Tanner Companies Limited Partnership and Falene R.
                Gottbetter (2)

10.1            Termination of Independent Contractor Relationship Agreement
                dated April 5, 2002 among Registrant, Falene Gottbetter, Roberta
                Winley and Judy Cohen (1)

21              Subsidiaries - Vital State Canada Ltd. (formerly Nuvo Way Inc.)
4
23.1            Consent of Counsel (included in Exhibit 5 hereto).

23.2            Consent of Thomas Monahan, CPA
--------------------

(1)      Incorporated by reference to Form 8-K dated March 27, 2002 filed on
         April 11, 2002.

(2)      Incorporated by reference to the registration statement on Form 10-SB
         filed July 22, 1999.

(3)      Incorporated by reference to Form 10-QSB for the period ended September
         30, 1999 filed on November 15, 1999.

(4)      Incorporated by reference to Form 8-K December 4, 2000.

(5)      Incorporated by reference to Schedule 14C filed on January 5, 2001.

(6)      Incorporated by reference to Form 10-KSB for the fiscal year ended
         December 31, 2001 filed on April 9, 2002.

ITEM 9. UNDERTAKINGS

(a)      The Registrant hereby undertakes:

         (1) 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.

         (2) 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

                                        5
to the securities offered therein, and the offering of such securities at the
time shall be deemed to be the initial bonafide offering thereof.

         (3) 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.

(b) 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.

(c) 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, Providence of Quebec on the 18th day of
June, 2002.

                                         VITALSTATE, INC.

                                         By:  /s/Heather Baker
                                              ----------------------------------
                                              Heather Baker, President and
                                              Chief Executive Officer

                                         By:  /s/James Klein
                                              ----------------------------------
                                              James Klein, Secretary, Treasurer
                                              and Chief Financial Officer

         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 Officer           June 18, 2002
-------------------------
Heather Baker                   and Director

/s/James Klein                  Secretary, Treasurer, Chief Financial        June 18, 2002
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James Klein                     Officer and Director

/s/Jonathan Farber              Director                                     June 18, 2002
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Jonathan Farber

/s/Leontis Teryazos             Director                                     June 18, 2002
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Leontis Teryazos
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