UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A
Amendment #2

[x] Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange
Act of 1934

for the fiscal year ended DECEMBER 31, 2008

{u"} Transition Report Under Section 13 or 15(D) of the Securities Exchange Act
of 1934

for the transition period from _______________ to _______________

Commission File Number: 333-141929

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

Nevada 14-1982491
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

122 Ocean Park Blvd.
Suite 307
Santa Monica, California 90405
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(Address of principal executive offices)

(310) 396-1691
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Registrant's telephone number, including area code

N/A
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Former address if changed since last report

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 $0.001 PER SHARE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities

Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was

required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K 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-K
or any amendment to

this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ]
Accelerated Filer [ ]
Non-Accelerated Filer [ ]
(Do not check if a smaller reporting company)
Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

[X] Yes [ ] No

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

As of February 25, 2009, the aggregate market value of voting Common Stock held
by non-affiliates of the registrant based on the most recent quote on the OTCBB
of $.01 per share is $9,510.

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest

practicable date: 4,951,000 shares of common stock as of February 25, 2009.

EXPLANATORY NOTE: This amended Form 10-K addresses and corrects certain
matters raised in the SEC's Comment Letter to the Company dated December 15,
2009.

TABLE OF CONTENTS

PART I

ITEM 1. BUSINESS.................................................2
ITEM 1A. RISK FACTORS.............................................8
ITEM 1B. UNRESOLVED STAFF COMMENTS...............................13
ITEM 2. PROPERTIES..............................................13
ITEM 3. LEGAL PROCEEDINGS.......................................13
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....13

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES..............................................14
ITEM 6. SELECTED FINANCIAL DATA.................................15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION......................15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK....................................................17
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............17
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.....................18
ITEM 9A(T). CONTROLS AND PROCEDURES.................................18
ITEM 9B. OTHER INFORMATION.......................................19

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE..............................................19
ITEM 11. EXECUTIVE COMPENSATION..................................20
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS..............20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE...................................21
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES..................22

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.................23

SIGNATURES

FORWARD LOOKING STATEMENTS
Forward-Looking Statements
This Annual Report on Form 10-K (the "Report"), including "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 7 contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 regarding future events and the future
results of Cyberspace Vita, Inc. and its consolidated subsidiaries (the
"Company") that are based on management's current expectations, estimates,
projections and assumptions about the Company's business. Words such as
"expects," "anticipates," "intends," "plans," "believes," "sees," "estimates"
and variations of such words and similar expressions are intended to identify
such forward-looking statements. These statements are not guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ materially from
what is expressed or forecasted in such forward-looking statements due to
numerous factors, including, but not limited to, those discussed in the "Risk
Factors" section in Item 1A, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 and elsewhere in this Report as
well as those discussed from time to time in the Company's other Securities and
Exchange Commission filings and reports. In addition, such statements could be
affected by general industry and market conditions. Such forward-looking
statements speak only as of the date of this Report or, in the case of any
document incorporated by reference, the date of that document, and we do not
undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Report. If we update or correct
one or more forward-looking statements, investors and others should not
conclude that we will make additional updates or corrections with respect to
other forward-looking statements.
PART I

ITEM 1. BUSINESS.

BACKGROUND

Cyberspace Vita, Inc. was organized on November 7, 2006. The Company's
original business plan was to create and conduct an online business for the
sale of vitamins and supplements, however, the Company never generated any
meaningful revenues, On May 5, 2008, the Company discontinued its prior
business and changed its business plan.

The Company's current business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other related
activities intended to enhance shareholder value. The acquisition of a business
opportunity may be made by purchase, merger, exchange of stock, or otherwise,
and may encompass assets or a business entity, such as a corporation, joint
venture, or partnership. The Company has limited capital, and it is unlikely
that the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

The Company's principal shareholders are in contact with broker-dealers and
other persons with whom they are acquainted who are involved in corporate
finance matters to advise them of the Company's existence and to determine if
any companies or businesses they represent have an interest in considering a
merger or acquisition with the Company. No assurance can be given that the
Company will be successful in finding or acquiring a desirable business
opportunity, given that limited funds are available for acquisitions, or that
any acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.

The Company's search is directed toward small and medium-sized enterprises
which have a desire to become public corporations and which are able to
satisfy, or anticipate in the reasonably near future being able to satisfy, the
minimum asset and other requirements in order to qualify shares for trading on
NASDAQ SmallCap Market or a stock exchange (See "Investigation and Selection of
Business Opportunities"). The Company anticipates that the business
opportunities presented to it may (i) be recently organized with no operating
history, or a history of losses attributable to under-capitalization or other
factors; (ii) be experiencing financial or operating difficulties; (iii) be in
need of funds to develop a new product or service or to expand into a new
market; (iv) be relying upon an untested product or marketing concept; or (v)
have a combination of the characteristics mentioned in (i) through (iv). The
Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued. Given the above factors,
investors should expect that any acquisition candidate may have a history of
losses or low profitability.

The Company does not propose to restrict its search for investment
opportunities to any particular geographical area or industry, and may,
therefore, engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance, natural
resources, manufacturing, high technology, product development, medical,
communications and others. The Company's discretion in the selection of
business opportunities is unrestricted, subject to the availability of such
opportunities, economic conditions, and other factors.

Any entity which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public company
and establish a public trading market for its securities. In connection with
such a merger or acquisition, it is highly likely that an amount of stock
constituting control of the Company would be issued by the Company or purchased
from the current principal shareholders of the Company by the acquiring entity
or its affiliates. If stock is purchased from the current shareholders, the
transaction is very likely to result in substantial gains to them relative to
their purchase price for such stock. In the Company's judgment, none of its
officers and directors would thereby become an "underwriter" within the meaning
of the Section 2(11) of the Securities Act of 1933, as amended. The sale of a
controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.

It is anticipated that business opportunities will come to the Company's
attention from various sources, including its principal shareholders,
professional advisors such as attorneys and accountants, securities broker-
dealers, venture capitalists, members of the financial community, and others
who may present unsolicited proposals. The Company has no plans,
understandings, agreements, or commitments with any individual for such person
to act as a finder of opportunities for the Company.

The Company does not foresee that it would enter into a merger or acquisition
transaction with any business with which its officers, directors or principal
shareholders are currently affiliated. Should the Company determine in the
future, contrary to foregoing expectations, that a transaction with an
affiliate would be in the best interests of the Company and its stockholders,
the Company is, in general, permitted by Nevada law to enter into such a
transaction if:

1. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the Board
of Directors, and the Board in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a
quorum; or

2. The material facts as to the relationship or interest of the affiliate
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

3. The contract or transaction is fair as to the Company as of the time it
is authorized, approved or ratified, by the Board of Directors or the
stockholders.

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business opportunity
may be made upon the principal shareholders' analysis of the quality of the
other company's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, the
perceived benefit the Company will derive from becoming a publicly held entity,
and numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific business opportunity
may not necessarily be indicative of the potential for the future because of
the possible need to access capital, shift marketing approaches substantially,
expand significantly, change product emphasis, change or substantially augment
management, or make other changes. The Company will be dependent upon the
owners of a business opportunity to identify any such problems which may exist
and to implement, or be primarily responsible for the implementation of,
required changes. Because the Company may participate in a business opportunity
with a newly organized firm or with a firm which is entering a new phase of
growth, it should be emphasized that the Company will incur further risks,
because management in many instances will not have proved its abilities or
effectiveness, the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when
acquired.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financial resources. This lack of diversification will not permit the Company
to offset potential losses from one business opportunity against profits from
another, and should be considered an adverse factor affecting any decision to
purchase the Company's securities.

It is emphasized that the Company may effect transactions having a potentially
adverse impact upon the Company's shareholders pursuant to the authority and
discretion of the Company's management and board of directors to complete
acquisitions without submitting any proposal to the stockholders for their
consideration. Holders of the Company's securities should not anticipate that
the Company will necessarily furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation, concerning
a target company or its business. In some instances, however, the proposed
participation in a business opportunity may be submitted to the stockholders
for their consideration, either voluntarily by such directors to seek the
stockholders' advice and consent or because state law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's principal shareholders, who are not professional
business analysts. Although there are no current plans to do so, the Company
might hire outside consultants to assist in the investigation and selection of
business opportunities, and might pay a finder's fee. Since the Company has no
current plans to use any outside consultants or advisors to assist in the
investigation and selection of business opportunities, no policies have been
adopted regarding use of such consultants or advisors, the criteria to be used
in selecting such consultants or advisors, the services to be provided, the
term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fees the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

1. Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

2. The Company's perception of how any particular business opportunity will
be received by the investment community and by the Company's stockholders;

3. Whether, following the business combination, the financial condition of
the business opportunity would be, or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the securities of the
Company to qualify for listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to permit the trading of
such securities to be exempt from the requirements of Rule 15c2-6 adopted by
the Securities and Exchange Commission. See "Risk Factors-The Company
Regulation of Penny Stocks.";

4. Capital requirements and anticipated availability of required funds, to
be provided by the Company or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

5. The extent to which the business opportunity can be advanced;

6. Competitive position as compared to other companies of similar size and
experience within the industry segment as well as within the industry as a
whole;

7. Strength and diversity of existing management, or management prospects
that are scheduled for recruitment;

8. The cost of participation by the Company as compared to the perceived
tangible and intangible values and potential; and

9. The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

In regard to the possibility that the shares of the Company would qualify for
listing on the NASDAQ SmallCap Market, the current standards include the
requirements that the issuer of the securities satisfy, among other
requirements, certain minimum levels of shareholder equity, market value or net
income. Many of the business opportunities that might be potential candidates
for a combination with the Company would not satisfy the NASDAQ SmallCap Market
listing criteria.

Not one of the factors described above will be controlling in the selection of
a business opportunity and the Company will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially, business opportunities
may occur in many different industries and at various stages of development,
all of which will make the task of comparative investigation and analysis of
such business opportunities difficult and complex. Potential investors must
recognize that, because of the Company's limited capital available for
investigation, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity. Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be provided with
written materials regarding the business opportunity containing such items as a
description of products, services and company history; management resumes;
financial information; available projections, with related assumptions upon
which they are based; an explanation of proprietary products and services;
evidence of existing patents, trademarks, or services marks, or rights thereto;
present and proposed forms of compensation to management; a description of
transactions between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not available,
unaudited financial statements, together with reasonable assurances that
audited financial statements would be able to be produced within a reasonable
period of time following completion of a merger transaction; and other
information deemed relevant.

As part of the Company's investigation, the Company's principal shareholders
may meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis or verification of certain
information provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the Company's
limited financial resources.

It is possible that the range of business opportunities that might be available
for consideration by the Company could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of "penny
stocks." The regulations would affect, and possibly impair, any market that
might develop in the Company's securities until such time as they qualify for
listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - Regulation
of Penny Stocks."

The Company believes that various types of potential merger or acquisition
candidates might find a business combination with the Company to be attractive.
These include acquisition candidates desiring to create a public market for
their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of
a public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of assistance in
that process. Acquisition candidates which have a need for an immediate cash
infusion are not likely to find a potential business combination with the
Company to be an attractive alternative.

There are no loan arrangements or arrangements for any financing whatsoever
relating to any business opportunities currently available.

FORM OF ACQUISITION

It is impossible to predict the manner in which the Company may participate in
a business opportunity. Specific business opportunities will be reviewed as
well as the respective needs and desires of the Company and the promoters of
the opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method
deemed by management to be suitable will be selected. Such structure may
include, but is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through an interest in a partnership, corporation or other form
of organization. Implementing such structure may require the merger,
consolidation or reorganization of the Company with other corporations or forms
of business organization, and although it is likely, there is no assurance that
the Company would be the surviving entity. In addition, the present management,
board of directors and stockholders of the Company most likely will not have
control of a majority of the voting shares of the Company following a
reorganization transaction. As part of such a transaction, the Company's
existing management and directors may resign and new management and directors
may be appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
the Internal Revenue Code of 1986, depends upon the issuance to the
stockholders of the acquired company of a controlling interest (i.e. 80% or
more) of the common stock of the combined entities immediately following the
reorganization. If a transaction were structured to take advantage of these
provisions rather than other "tax free" provisions provided under the Internal
Revenue Code, the Company's current stockholders would retain in the aggregate
20% or less of the total issued and outstanding shares. This could result in
substantial additional dilution in the equity of those who were stockholders of
the Company prior to such reorganization. Any such issuance of additional
shares might also be done simultaneously with a sale or transfer of shares
representing a controlling interest in the Company by the principal
shareholders.

It is anticipated that any new securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth
remedies upon default, and include miscellaneous other terms normally found in
an agreement of that type.

As a general matter, the Company anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such letter of intent will set forth the terms of the
proposed acquisition but will generally not bind any of the parties to
consummate the transaction. Execution of a letter of intent will by no means
indicate that consummation of an acquisition is probable. Neither the Company
nor any of the other parties to the letter of intent will be bound to
consummate the acquisition unless and until a definitive agreement concerning
the acquisition as described in the preceding paragraph is executed. Even after
a definitive agreement is executed, it is possible that the acquisition would
not be consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial costs for accountants,
attorneys and others. If a decision is made not to participate in a specific
business opportunity, the costs theretofore incurred in the related
investigation might not be recoverable. Moreover, because many providers of
goods and services require compensation at the time or soon after the goods and
services are provided, the inability of the Company to pay until an
indeterminate future time may make it impossible to procure such goods and
services.

In all probability, upon completion of an acquisition or merger, there will be
a change in control through issuance of substantially more shares of common
stock. Further, in conjunction with an acquisition or merger, it is likely that
the principal shareholders may offer to sell a controlling interest at a price
not relative to or reflective of a price which could be achieved by individual
shareholders at the time.

INVESTMENT COMPANY ACT AND OTHER REGULATION

The Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an "investment
company" under the Investment Company Act of 1940 (the "Investment Act"), and
therefore to avoid application of the costly and restrictive registration and
other provisions of the Investment Act, and the regulations promulgated
thereunder.

Section 3(a) of the Investment Act contains the definition of an "investment
company," and it excludes any entity that does not engage primarily in the
business of investing, reinvesting or trading in securities, or that does not
engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business
or opportunity through the purchase and sale of investment securities will be
limited.

The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a reorganization
as discussed above. Each of these areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities. Since the Company
will not register as an investment company, stockholders will not be afforded
these protections.

Any securities which the Company might acquire in exchange for its Common Stock
are expected to be "restricted securities" within the meaning of the Securities
Act of 1933, as amended (the "Act"). If the Company elects to resell such
securities, such sale cannot proceed unless a registration statement has been
declared effective by the U. S. Securities and Exchange Commission or an
exemption from registration is available. Section 4(1) of the Act, which
exempts sales of securities not involving a distribution, would in all
likelihood be available to permit a private sale. Although the plan of
operation does not contemplate resale of securities acquired, if such a sale
were to be necessary, the Company would be required to comply with the
provisions of the Act to effect such resale.

An acquisition made by the Company may be in an industry which is regulated or
licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.

COMPETITION

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities.

EMPLOYEES

As of December 31, 2008, the Company had no employees.

ITEM 1A. RISK FACTORS

RISK FACTORS

THERE ARE SEVERAL MATERIAL RISKS ASSOCIATED WITH THE COMPANY. YOU SHOULD
CAREFULLY CONSIDER THE RISKS AND UNCERTAINTIES DESCRIBED BELOW, WHICH
CONSTITUTE ALL OF THE MATERIAL RISKS RELATING TO THE COMPANY. IF ANY OF THE
FOLLOWING RISKS ARE REALIZED, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL
CONDITION COULD BE HARMED. THIS MEANS INVESTORS COULD LOSE ALL OR A PART OF
THEIR INVESTMENT.

(a) CONFLICTS OF INTEREST. Certain conflicts of interest may exist between the
Company and its officers, directors and principal shareholders. They have other
business interests to which they devote their attention, and they will devote
little time to the business of the Company. As a result, conflicts of interest
may arise that can be resolved only through exercise of such judgment as is
consistent with fiduciary duties to the Company. See "Management" and
"Conflicts of Interest."

(b) NEED FOR ADDITIONAL FINANCING. The Company has very limited funds, and such
funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the
Company may not have enough capital to exploit the opportunity. The ultimate
success of the Company may depend upon its ability to raise additional capital.
The Company has not investigated the availability, source, or terms that might
govern the acquisition of additional capital and will not do so until it
determines a need for additional financing. If additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to the Company. If not
available, the Company's operations will be limited to those that can be
financed with its modest capital.

(c) REGULATION OF PENNY STOCKS. The Company's securities may be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than
established customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of broker-
dealers to sell the Company's securities and also may affect the ability of
purchasers in this offering to sell their securities in any market that might
develop therefore.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-
2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange
Act of 1934, as amended. Because the securities of the Company may constitute
"penny stocks" within the meaning of the rules, the rules would apply to the
Company and to its securities. The rules may further affect the ability of
owners of Shares to sell the securities of the Company in any market that might
develop for them.

Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market
for the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler
room" practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed bid-
ask differentials and markups by selling broker-dealers; and (v) the wholesale
dumping of the same securities by promoters and broker-dealers after prices
have been manipulated to a desired level, along with the resulting inevitable
collapse of those prices and with consequent investor losses.

(d) LACK OF OPERATING HISTORY. The majority interest in the Company was
purchased in May 2008 for the purpose of seeking a business opportunity. Due to
the special risks inherent in the investigation, acquisition, or involvement in
a new business opportunity, the Company must be regarded as a new or start-up
venture with all of the unforeseen costs, expenses, problems, and difficulties
to which such ventures are subject.

(e) NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will acquire a favorable business opportunity. Even if the Company
should become involved in a business opportunity, there is no assurance that it
will generate revenues or profits, or that the market price of the Company's
Common Stock will be increased thereby.

(f) POSSIBLE BUSINESS - NOT IDENTIFIED AND HIGHLY RISKY. The Company has not
identified and has no commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot
disclose the risks and hazards of any specific business or opportunity that it
may enter into. An investor can expect a potential business opportunity to be
quite risky. The Company's acquisition of or participation in a business
opportunity will likely be highly illiquid and could result in a total loss of
investment to the Company and its stockholders if the business or opportunity
proves to be unsuccessful. See Item 1 "Description of Business."

(g) TYPE OF BUSINESS ACQUIRED. The type of business to be acquired may be one
that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which
purport to protect investors. Because of the Company's limited capital, it is
more likely than not that any acquisition by the Company will involve other
parties whose primary interest is the acquisition of control of a publicly
traded company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.

(h) IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's limited funds
and the lack of full-time management will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a business
opportunity before the Company commits its capital or other resources thereto.
Decisions will therefore likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if the Company had
more funds available to it, would be desirable. The Company will be
particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company's participation. A significant portion of the Company's
available funds may be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction,
whether or not any business opportunity investigated is eventually acquired.

(i) LACK OF DIVERSIFICATION. Because of the limited financial resources that
the Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase
the risks associated with the Company's operations.

(j) RELIANCE UPON FINANCIAL STATEMENTS. The Company generally will require
audited financial statements from companies that it proposes to acquire. In
cases where no audited financials are available, the Company will have to rely
upon interim period unaudited information received from target companies'
management that has not been verified by outside auditors. The lack of the type
of independent verification which audited financial statements would provide,
increases the risk that the Company, in evaluating an acquisition with such a
target company, will not have the benefit of full and accurate information
about the financial condition and recent interim operating history of the
target company. This risk increases the prospect that the acquisition of such a
company might prove to be an unfavorable one for the Company or the holders of
the Company's securities.

Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition of an entity
for which audited financial statements prove to be unobtainable, the Company
would be exposed to enforcement actions by the Securities and Exchange
Commission (the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its management. The
legal and other costs of defending a Commission enforcement action would have
material, adverse consequences for the Company and its business. The imposition
of administrative sanctions would subject the Company to further adverse
consequences. In addition, the lack of audited financial statements would
prevent the securities of the Company from becoming eligible for listing on
NASDAQ, or on any existing stock exchange.

Moreover, the lack of such financial statements is likely to discourage broker-
dealers from becoming or continuing to serve as market makers in the securities
of the Company. Without audited financial statements, the Company would almost
certainly be unable to offer securities under a registration statement pursuant
to the Securities Act of 1933, and the ability of the Company to raise capital
would be significantly limited until such financial statements were to become
available.

(k) OTHER REGULATION. An acquisition made by the Company may be of a business
that is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of the Company.

(l) LIMITED PARTICIPATION OF MANAGEMENT. The Company currently has only one
individual who is serving as its sole officer and director on a very limited-
time basis. The Company is therefore heavily dependent upon the skills,
talents, and abilities of the principal shareholders to implement its business
plan. See "Management."

(m) LACK OF CONTINUITY IN MANAGEMENT. The Company does not have any employment
agreements with its officers and directors, and as a result, there is no
assurance they will continue to be associated with the Company in the future.
In connection with acquisition of a business opportunity, it is likely the
current officers and directors of the Company may resign subject to compliance
with Section 14f of the Securities Exchange Act of 1934. A decision to resign
will be based upon the identity of the business opportunity and the nature of
the transaction, and is likely to occur without the vote or consent of the
stockholders of the Company.

(n) NO INDEPENDENT AUDIT COMMITTEE OF BOARD OF DIRECTORS. The Company does not
have an independent Audit Committee of its Board of Directors. The entire Board
of Directors functions as the Company's Audit Committee. The Sarbanes-Oxley Act
of 2002 ("Sarbanes-Oxley Act") and rules and regulations adopted by the U.S.
Securities and Exchange Commission Rules to implement the Sarbanes-Oxley Act
impose certain standards on listed companies relative to the maintenance and
operations of Board of Directors Audit Committees, including but not limited to
the requirement that Audit Committees be appointed, that membership of such
committees comprise only independent directors, that a financial professional
be among the membership of such committee and that such committee be afforded
an adequate operating budget and be able to employ independent professional
advisors. The Sarbanes-Oxley Act also requires that the Audit Committee oversee
the work of a company's outside auditors and that the outside auditors be
responsible to the Audit Committee. At this time, the Company is not in
compliance with the requirements of the Sarbanes-Oxley Act as they relate to
independent Board of Directors Audit Committees. The Company believes that
under rules and regulations adopted by the U.S. Securities and Exchange
Commission to implement these provisions of the Sarbanes-Oxley Act it is not
required to comply with its requirements relating to the appointment of an
Audit Committee of its Board of Directors and conforming with the enumerated
standards and guidelines because the Company is not a "Listed Company" as
defined therein. Notwithstanding, the Company may ultimately be determined not
to be in compliance therewith and may therefore face penalties and restrictions
on its operations until it comes into full compliance. Additionally, the
Company's failure to comply with the provisions of the Sarbanes-Oxley Act could
preclude it from being listed on NASDAQ or any other stock exchanges until it
can show that it is in compliance. The Company's failure to be in compliance
with the Sarbanes-Oxley Act could also present an impediment to a potential
business combination where the target company intends that the Company apply
for listing on NASDAQ or any other applicable stock exchanges.

(o) INDEMNIFICATION OF OFFICERS AND DIRECTORS. Nevada Statutes provide for the
indemnification of its directors, officers, employees, and agents, under
certain circumstances, against attorney's fees and other expenses incurred by
them in any litigation to which they become a party arising from their
association with or activities on behalf of the Company. The Company will also
bear the expenses of such litigation for any of its directors, officers,
employees, or agents, upon such person's promise to repay the Company;
therefore, if it is ultimately determined that any such person shall not have
been entitled to indemnification. This indemnification policy could result in
substantial expenditures by the Company which it will be unable to recoup.

(p) DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the Company's officers,
directors and principal shareholders, the Company may be required to employ
accountants, technical experts, appraisers, attorneys, or other consultants or
advisors. The selection of any such advisors will be made by the Company
without any input from stockholders. Furthermore, it is anticipated that such
persons may be engaged on an "as needed" basis without a continuing fiduciary
or other obligation to the Company. In the event the Company considers it
necessary to hire outside advisors, such persons may be affiliates of the
Company, if they are able to provide the required services.

(q) LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity acquired through a
leveraged transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on the debt
incurred to purchase the business opportunity could result in the loss of a
portion or all of the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.

(r) COMPETITION. The search for potentially profitable business opportunities
is intensely competitive. The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company. These competitive
conditions will exist in any industry in which the Company may become
interested.

(s) NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.

(t) LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider an acquisition in which the Company would issue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but unissued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's board of directors and management
could be replaced by persons unknown at this time. Such a merger would result
in a greatly reduced percentage of ownership of the Company by its current
shareholders.

(u) RULE 144 SALES. The majority of the outstanding shares of Common Stock held
by present stockholders are "restricted securities" within the meaning of Rule
144 under the Securities Act of 1933, as amended. As restricted shares, these
shares may be resold only pursuant to an effective registration statement or
under the requirements of Rule 144 or other applicable exemptions from
registration under the Act and as required under applicable state securities
laws. Rule 144 provides in essence that a person (other than an "Affiliate" of
the Company) who has held restricted securities for six (6) months may, under
certain conditions, sell any part or all of its holdings in brokerage
transactions provided that the Company continues to satisfy the "current public
information" requirement. There is no limit on the amount of restricted
securities that may be sold by non-Affiliated shareholders and there is no
requirement that the Company satisfy the "current public information"
requirement after a non-Affiliate shareholder has held its shares for a period
of one year. After a holding period of six months, non-Affiliate shareholders
are eligible to sell a number of shares that does not exceed the greater of
1.0% of a company's outstanding common stock or the average weekly trading
volume during the four calendar weeks prior to the sale in any ninety (90) day
period thereafter. Finally, notwithstanding the foregoing rules, shareholders
who acquired their shares during a time that the Company was a "shell
corporation" or if the Company later became a "shell corporation", cannot sell
their shares pursuant to Rule 144 until the passage of one year following the
date the Company ceases to be a "shell corporation" by filing "Form 10
information" with the SEC. A sale under Rule 144 or under any other exemption
from the Act, if available, or pursuant to subsequent registration of shares of
Common Stock of present stockholders, may have a depressive effect upon the
price of the Common Stock in any market that may develop. All shares become
available for resale (subject to volume limitations for affiliates) under Rule
144, one year after date of purchase subject to applicable volume restrictions
under the Rule.

GOING CONCERN QUALIFICATION

Our auditors have prepared their report on the auditied financial statements
contained in this Annual Report on a going concern basis which contemplates the
realization of assets and liquidation of liabilities in the ordinary course of
business; however, currently such realization of assets and liquidation of
liabilities are subject to significant uncertainties.

As shown in the accompanying audited financial statements as of December 31,
2008, our current liabilities exceed our current assets by $34,814 and our
total liabilities exceed our total assets by $34,814. These factors, among
others, indicate that we may be unable to continue existence. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and classification of
liabilities that might be necessary should we be unable to continue in
existence.

The appropriateness by the Company of continuing to use the aforementioned
basis of accounting is dependent upon, among other things, the ability to
maintain and increase existing credit facilities or raise additional capital.

NO RIGHTS OF DISSENTING SHAREHOLDERS

The Company does not intend to provide Company shareholders with complete
disclosure documentation including audited financial statements, concerning a
possible target company prior to acquisition, because Nevada law vests
authority in the Board of Directors to decide and approve matters involving
acquisitions within certain restrictions. Any transaction would be structured
as an acquisition, not a merger, with the Registrant being the parent company
and the acquiree being merged into a wholly owned subsidiary.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES.

As of December 31, 2008, the Company did not own or lease any properties.

ITEM 3. LEGAL PROCEEDINGS

As of December 31, 2008, the Company was not a party to any pending or
threatened legal proceedings.

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

On June 9, 2008, the Board of Directors of the Company unanimously adopted the
following resolution:

1) To approve an amendment to the Company's Articles of Incorporation to
increase the Company's authorized capital to 110,000,000 shares comprising
100,000,000 shares of Common Stock par value $.001 per share and 10,000,000
shares of Preferred Stock par value $0.001 per share.

Thereafter, on June 9, 2008, pursuant to the By-Laws of the Company and
applicable Nevada law, a principal stockholder of the Company holding 4,000,000
shares of Common Stock, representing approximately 80.8% of the total issued
and outstanding Common Stock, adopted a resolution to authorize the Board of
Directors (1) to amend the Company's Articles of Incorporation to increase the
Company's authorized capital to 110,000,000 shares comprising 100,000,000
shares of Common Stock par value $.001 per share and 10,000,000 shares of
Preferred Stock par value $0.001 per share.

An Information Statement detailing this action was mailed to all stockholders
of the Company on or about June 24, 2008 and the action became effective twenty
(20) days following the date of mailing. The Company filed a Certificate of
Amendment of its Certificate of Incorporation with the Nevada Secretary of
State on July 15, 2008 which amended the Company's Articles of Incorporation to
increase the Company's authorized capital to 110,000,000 shares comprising
100,000,000 shares of Common Stock par value $.001 per share and 10,000,000
shares of Preferred Stock par value $0.001 per share.

Other than the aforementioned actions, no matters were submitted to a vote or
for the written consent of security shareholders, through the solicitation of
proxies or otherwise, during the fiscal year ended December 31, 2008, and no
meeting of shareholders was held.

PART II.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY; RELATED STOCKHOLDER MATTERS
AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

MARKET PRICE

Our common stock is quoted on OTC Bulletin Board, under the trading symbol
"CYBV.OB". The market for our stock is highly volatile. We cannot assure you
that there will be a market in the future for our common stock. The OTC
Bulletin Board securities are not listed and traded on the floor of an
organized national or regional stock exchange. Instead, OTC Bulletin Board
securities transactions are conducted through a telephone and computer network
connecting dealers in stocks. OTC Bulletin Board stocks are traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.

The following table shows the high and low prices of our common shares on the
OTC Bulletin Board for each quarter since our common stock began to trade on
the OTC Bulletin Board in January 2008. The following quotations reflect inter-
dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions:

PERIOD HIGH LOW
- ------ ----- -----
January 1, 2008 - March 31, 2008 $0.30 $0.05
April 1, 2008 - June 30, 2008 $0.19 $0.05
July 1, 2008-September 30, 2008 $0.07 $0.04
October 1, 2008-December 31, 2008 $0.05 $0.01

OPTIONS AND WARRANTS

None of the shares of our common stock are subject to outstanding options or
warrants.

NOTES PAYABLE

At December 31, 2008, the Company had loans and notes outstanding from a
shareholder in the aggregate amount of $34,517, which represents amounts loaned
to the Company to pay the Company's expenses of operation. On June 30, 2008, a
shareholder payable was exchanged for a 6% convertible promissory note with a
principal balance of $8,111 due and payable on June 30, 2009. On September 30,
2008, an additional shareholder payable was exchanged for a convertible 6%
promissory note with a principal balance of $11,500 due and payable on
September 30, 2009. On December 31, 2008, the Company exchanged the convertible
promissory notes dated June 30, 2008 and September 30, 2008, together with an
additional shareholder payable in the amount of $14,906 for a promissory note
in the amount of $34,517 bearing simple interest at a rate of 6% per annum due
and payable on December 30, 2009.

STATUS OF OUTSTANDING COMMON STOCK

As of December 31, 2008, we had a total of 4,951,000 shares of our common stock
outstanding. Of these shares, 4,000,000 are held by "affiliates" of the
Company and the remaining shares are either registered or may be transferred
subject to the requirements of Rule 144. We have not agreed to register any
additional outstanding shares of our common stock under the Securities Act.

HOLDERS

We have issued an aggregate of 4,951,000 shares of our common stock to
approximately 30 record holders.

DIVIDENDS

We have not paid any dividends to date, and have no plans to do so in the
immediate future.

RECENT SALES OF UNREGISTERED SECURITIES

None.

PURCHASES OF EQUITY SECURITIES

The Company has never purchased nor does it own any equity securities of any
other issuer.

ITEM 6. SELECTED FINANCIAL DATA

YEAR ENDED

12/31/08 12/31/07 12/31/06
---------- ---------- ----------
Revenues $ - $ - $ -
Net loss $ (50,580) $ (24,244) $ (4,268)
Net loss per share $ (0.01) $ (0.01) $ -
Weighted average no. shares 4,951,000 4,470,126 4,000,000
Stockholders' deficit $ (34,814) $ (7,462) $ (268)
Total assets $ - $ 23 $ 732
Total liabilities $ 34,814 $ 7,485 $ 1,000

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

OVERVIEW

Cyberspace Vita, Inc. was organized on November 7, 2006. The Company's
original business plan was to create and conduct an online business for the
sale of vitamins and supplements, however, the Company never generated any
meaningful revenues. On May 5, 2008, the Company discontinued its prior
business and changed its business plan.

RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2008, we had no cash,a working capital deficit of $34,814
and an accumulated deficit during the development stage of $79,092 through
December 31, 2008. Our operating activities used $57,768 in cash for the
fiscal year ended December 31, 2008, while our operations used $16,759 cash in
the fiscal year ended December 31, 2007. The increase in uses of operating
cash was primarily attributable to the Company incurring management advisory
fees of $26,500 during the fiscal year ended December 31, 2008 and increased
professional fees. We received $0.00 in revenue during the fiscal year ended
December 31, 2008.

Management believes that the Company will require a cash infusion of at least
$25,000 for the next twelve months. Historically, we have depended on loans
from our principal shareholders and their affiliated companies to provide us
with working capital as required. There is no guarantee that such funding will
be available when required and there can be no assurance that our stockholders
will continue making loans or advances to us in the future.

On June 30, 2008, a shareholder payable was exchanged for a 6% convertible
promissory note with a principal balance of $8,111 due and payable on June
30, 2009. On September 30, 2008, an additional shareholder payable was
exchanged for a convertible 6% promissory note with a principal balance of
$11,500 due and payable on September 30, 2009. On December 31, 2008, the
Company exchanged the convertible promissory notes dated June 30, 2008 and
September 30, 2008, together with an additional shareholder payable in the
amount of $14,906for a promissory note in the amount of $34,517bearing simple
interest at a rate of 6% per annum due and payable on December 30, 2009.

TWELVE MONTHS ENDED DECEMBER 31, 2008 COMPARED TO DECEMBER 31, 2007

The following table summarizes the results of our operations during the fiscal
years ended December 31, 2008 and 2007, respectively, and provides information
regarding the dollar and percentage increase or (decrease) from the current 12-
month period to the prior 12-month period:

PERCENTAGE
LINE ITEM 12/31/08 12/31/07 INCREASE INCREASE
(AUDITED) (AUDITED) (Decrease) (Decrease)
-------- -------- --------- ---------
Revenues $ 0 $ 0 $ 0 0.0%
Operating expenses 50,283 24,244 26,039 107%
Net loss (50,580) (24,244) 26,336 109%
Loss per share of common stock 0.01 0.01 0.00 0.0%

We recorded a net loss of $50,580 for the fiscal year ended December 31, 2008
as compared with a net loss of $24,244 for the fiscal year ended December 31,
2007. The increase in net loss was primarily attributable to the Company
incurring management advisory fees of $26,500 during the fiscal year ended
December 31, 2008 and increased professional fees.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity
or capital expenditures or capital resources that are material to an investor
in our securities.

SEASONALITY

Our operating results are not affected by seasonality.

INFLATION

Our business and operating results are not affected in any material way by
inflation.

CRITICAL ACCOUNTING POLICIES

The Securities and Exchange Commission issued Financial Reporting Release No.
60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. The nature of our business
generally does not call for the preparation or use of estimates. Due to the
fact that the Company does not have any operating business, we do not believe
that we do not have any such critical accounting policies.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the
Company is not required to provide information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below are the audited financial statements for the Company as of and
for the fiscal years ended December 31, 2008 and 2007 and the period from
inception (November 7, 2006) through December 31, 2008, and the reports thereon
of De Joya Griffith & Company, LLC.

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

DECEMBER 31, 2008
DECEMBER 31, 2007

CONTENTS

REPORT OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING F-1
- -----------------------------------------------------------------------------

CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheets F-2

Statements of Operations F-3

Statement of Stockholders' Deficit F-4

Statements of Cash Flows F-5

Notes to the Financial Statements F-6-8
- -----------------------------------------------------------------------------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Cyberspace Vita, Inc.
Las Vegas, NV

We have audited the accompanying balance sheets of Cyberspace Vita, Inc. as of
December 31, 2008 and 2007, and the related statements of operations,
stockholders' deficit, and cash flows for the years then ended and from
inception (November 7, 2006) through December 31, 2008. 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 audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides 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 Cyberspace Vita, Inc. as of
December 31, 2008 and 2007, and the results of its operations and cash flows
for the years then ended and from inception (November 7, 2006) through December
31, 2008 in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 4 to the financial
statements, the Company has suffered recurring losses from operations, which
raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC
Henderson, NV
February 25, 2009

2580 Anthem Village Drive, Henderson, NV 89052
Telephone (702) 588-5960 - Facsimile (702) 588-5979

F-1

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

DECEMBER 31, DECEMBER 31,
2008 2007
(AUDITED) (AUDITED)
------------- -------------
ASSETS
CURRENT ASSETS
Cash $ - $ 23
------------- -------------
TOTAL CURRENT ASSETS - 23
------------- -------------
TOTAL ASSETS $ - $ 23
============= =============
LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ - $ 7,485
Accrued interest 297 -
Loans due to shareholders 34,517 -
------------- -------------
TOTAL LIABILITIES 34,814 7,485
------------- -------------

STOCKHOLDERS' DEFICIT
Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued - -
and outstanding at December 31, 2008 and December 31, 2007, respectively
Common stock, par value $0.001, 100,000,000 shares authorized, 4,951,000 shares 4,951 4,951
issued and outstanding at December 31, 2008 and December 31, 2007, respectively
Additional paid-in capital 39,327 16,099
Deficit accumulated during the development stage (79,092) (28,512)
------------- -------------
TOTAL STOCKHOLDERS' DEFICIT (34,814) (7,462)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ - $ 23
============= =============

The accompanying notes are an integral part of these financial statements
F-2

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

ACCUMULATED FROM INCEPTION
YEAR ENDED DECEMBER 31, (NOVEMBER 7, 2006)
2008 2007 TO DECEMBER 31, 2008
(AUDITED) (AUDITED) (AUDITED)
------------ ------------ -----------------
REVENUE $ - $ - $ -

Expenses:
General and administrative 29,163 3,125 32,288
Professional fees 21,120 21,119 46,507
------------ ------------ -----------------
Total operating expenses 50,283 24,244 78,795

Other expenses
Interest expense 297 - 297

NET LOSS $ (50,580) $ (24,244) $ (79,092)
============ ============ =================
NET LOSS PER COMMON SHARE $ 0.01 $ 0.01 $
============ ============ =================
Weighted average number of common shares 4,951,000 4,470,126
============ ============

The accompanying notes are an integral part of these financial statements
F-3

CYBERSPACE VITA INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT

Deficit
Accumulated
Common Additional During the
Preferred Preferred Common Stock Paid-in Development
Shares Amount Shares Amount Capital Stage Total
--------- --------- ------------ ---------- ---------- ----------- ---------
Balance - November 7, - $ - $ - $ - $ - $ - $ -
2006 (Date of
Inception)

Common stock sold for - - 40,000,000 40,000 (36,000) - 4,000
cash

Net loss - - - - - (4,268) (4,268)
--------- --------- ------------ ---------- ---------- ----------- ---------
Balance at December - - 40,000,000 40,000 (36,000) (4,268) (268)
31, 2006

Common stock sold for - - 951,000 951 8,559 - 9,510
cash

Capital contributed - - - - 7,540 - 7,540
through forgiveness of
debt

Donation of shares - - (36,000,000) (36,000) 36,000 - -

Net loss - - - - - (24,244) (24,244)
--------- --------- ------------ ---------- ---------- ----------- ---------
Balance - December 31, - - 4,951,000 4,951 16,099 (28,512) (7,462)
2007

Additional paid-in - - - - 23,228 - 23,228
capital

Net loss - - - - - (50,580) (50,580)
--------- --------- ------------ ---------- ---------- ----------- ---------
Balance - December 31, - - $ 4,951,000 $ 4,951 $ 39,327 $ (79,092) $ (34,814)
2008 (audited)
========= ========= ============ ========== ========== =========== =========

The accompanying notes are an integral part of these financial statements
F-4

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
ACCUMULATED
FROM
INCEPTION
YEAR ENDED DECEMBER 31, (NOVEMBER 7, 2006)
2008 2007 TO DECEMBER 31,
(AUDITED) (AUDITED) 2008
(AUDITED)
---------- ---------- --------------
CASH FLOWS RELATING TO OPERATING ACTIVITIES
Net loss $ (50,580) $ (24,244) $ (79,092)
Adjustments to reconcile net loss to net cash used in
operating activities:
Change in operating assets and liabilities:
Increase (decrease) in accounts payable (7,485) 7,485 -
Increase in accrued interest 297 - 297
---------- ---------- --------------
Net cash used in operating activities (57,768) (16,759) (78,795)
---------- ---------- --------------
CASH FLOWS RELATING TO FINANCING ACTIVITIES
Proceeds in loans due to shareholders 34,517 6,540 42,057
Additional paid-in capital 23,228 - 23,228
Proceeds from issuance of common stock - 9,510 13,510
---------- ---------- --------------
Net cash provided by financing activities 57,745 16,050 78,795
---------- ---------- --------------

DECREASE IN CASH (23) (705) -
CASH, BEGINNING OF PERIOD 23 732 -
---------- ---------- --------------
CASH, END OF PERIOD $ - $ 23 $ -
========== ========== ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for interest $ - $ - $ -
Cash paid during the period for income taxes $ - $ - $ -

CAPITAL CONTRIBUTED FROM THE CANCELLATION OF COMMON STOCK $ - $ 36,000 $ 36,000
========== ========== ==============

The accompanying notes are an integral part of these financial statements

F-5

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
(AUDITED)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

BUSINESS DESCRIPTION

Cyberspace Vita, Inc. (the "Company") was incorporated under the laws of the
State of Nevada on November 7, 2006. The purpose for which the Corporation is
organized is to engage in any lawful act or activity for which a corporation
may be organized under the General Corporation Law of the State of
Nevada. The Company's original business plan was to create and conduct an
online business for the sale of vitamins and supplements, however, the Company
never generated any meaningful revenues. On May 5, 2008, the Company
discontinued its prior business and changed its business plan. The Company's
current business plan is to seek, investigate, and, if warranted, acquire one
or more properties or businesses, and to pursue other related activities
intended to enhance shareholder value. The Company has limited operations and
in accordance with SFAS No. 7, "Accounting and Reporting by Development Stage
Enterprises", the Company is considered a development stage company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are recorded as
earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a December 31 year-end.

B. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

C. USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

D. DEVELOPMENT STAGE

The Company continues to devote substantially all of its efforts to exploring
potential targets for a business combination through the purchase of assets,
share purchase or exchange, merger or similar type of transaction.

E. BASIC EARNINGS PER SHARE

In February, 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock. SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share.

F-6

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
(AUDITED)

Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.

F. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the
deferred tax assets will not be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.

G. REVENUE RECOGNITION

The Company has not recognized any revenues from its operations.

H. SHARE-BASED PAYMENT

The Company has adopted SFAS 123 (R) "Share-Based Payment", which addresses the
accounting for share-based payment transactions. SFAS No. 123(R) eliminates the
ability to account for share-based compensation transactions using APB 25, and
generally requires instead that such transactions be accounted and recognized
in the statement of operations based on their fair value.

During the years ended December 31, 2008 and 2007, there were no stock options
granted or outstanding.

I. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157 ("SFAS 157"), "Fair Value
Measurements". SFAS 157 defines fair value, establishes a framework for
measuring fair value under GAAP, and expands disclosures about fair value
measurements. This statement is effective for financial statements issued for
fiscal years beginning after November 15, 2007. In February 2008, the FASB
agreed to delay the effective date of SFAS 157 for all non-financial assets and
non-financial liabilities, except those that are recognized or disclosed at
fair value in the financial statements on a recurring basis, to fiscal years
beginning after November 15, 2008. As of December 31, 2008, the Company's fair
values of its financial assets and liabilities, which consist of cash and cash
equivalents, interest payable and loans due to shareholders approximate their
carrying amount due to the short period of time to maturity.

In February 2007, the FASB issued SFAS No. 159 ("SFAS 159"), "The Fair Value
Option for Financial Assets and Financial Liabilities - Including an Amendment
of FASB Statement No. 115". This statement provides companies with an option to
measure, at specified election dates, many financial instruments and certain
other items at fair value that are not currently measured at fair value. A
company that adopts SFAS 159 will report unrealized gains and losses on items
for which the fair value option has been elected in earnings at

F-7

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
(AUDITED)

I. RECENT ACCOUNTING PRONOUNCEMENTS (CON'T)

each subsequent reporting date. This statement also establishes presentation
and disclosure requirements designed to facilitate comparisons between entities
that choose different measurement attributes for similar types of assets and
liabilities. This statement is effective for fiscal years beginning after
November 15, 2007. The Company adopted this statement on January 1, 2008. The
adoption did not have a material impact on its results of operations and
financial position.

In December 2007, FASB issued SFAS No. 160 ("SFAS 160"), "Interests in
Consolidated Financial Statements - an amendment of ARB No. 51", which impacts
the accounting for minority interest in the consolidated financial statements
of filers. The statement requires the reclassification of minority interest to
the equity section of the balance sheet and the results from operations
attributed to minority interest to be included in net income. The related
minority interest impact on earnings would then be disclosed in the summary of
other comprehensive income. The statement is applicable for all fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. The
adoption of this standard will require prospective treatment. The Company is
currently evaluating the effect that the adoption of SFAS 160 will have on its
results of operations and financial position. However, the adoption of SFAS 160
is not expected to have a material impact on the Company's financial
statements.

In December 2007, FASB issued SFAS No. 141(R) ("SFAS 141R"), "Business
Combinations", which impacts the accounting for business combinations. The
statement requires changes in the measurement of assets and liabilities
required in favor of a fair value method consistent with the guidance provided
in SFAS 157 (see above). Additionally, the statement requires a change in
accounting for certain acquisition related expenses and business adjustments
which no longer are considered part of the purchase price. Adoption of this
standard is required for fiscal years beginning after December 15, 2008. Early
adoption of this standard is not permitted. The statement requires prospective
application for all acquisitions after the date of adoption. The Company is
currently evaluating the effect that the adoption of SFAS 141(R) will have on
its results of operations and financial position. However, the adoption of SFAS
141(R) is not expected to have a material impact on the Company's financial
statements.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment of SFAS No. 133. SFAS 161
applies to all derivative instruments and non-derivative instruments that are
designated and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and related hedged items accounted for under SFAS 133. SFAS 161
requires entities to provide greater transparency through additional
disclosures about how and why an entity uses derivative instruments, how
derivative instruments and related hedged items are accounted for under SFAS
133 and its related interpretations, and how derivative instruments and related
hedged items affect an entity's financial position, results of operations, and
cash flows. SFAS 161 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2008. The Company does not expect
the adoption of SFAS 161 will have a material impact on its financial condition
or results of operation.

In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life
of Intangible Assets". This guidance is intended to improve the consistency
between the useful life of a recognized intangible asset under SFAS No. 142,
"Goodwill and Other Intangible Assets", and the period of expected cash flows
used to measure the fair value of the asset under SFAS No. 141(R) when the
underlying arrangement includes renewal or extension of terms that would
require

F-8

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
(AUDITED)

I. RECENT ACCOUNTING PRONOUNCEMENTS (CON'T)

substantial costs or result in a material modification to the asset upon
renewal or extension. Companies estimating the useful life of a recognized
intangible asset must now consider their historical experience in renewing or
extending similar arrangements or, in the absence of historical experience,
must consider assumptions that market participants would use about renewal or
extension as adjusted for SFAS No. 142's entity-specific factors. This
standard is effective for fiscal years beginning after December 15, 2008, and
is applicable to the Company's fiscal year beginning January 1, 2009. The
Company does not anticipate that the adoption of this FSP will have an impact
on its results of operations or financial condition.

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60." SFAS 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares
of common or preferred stock.

NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern. The Company is considered a development stage
company, has not begun generating revenue, and has experienced recurring net
operating losses. The Company had a net loss of $50,580 and $24,244 for the
years ended December 31, 2008 and 2007, respectively, and a working capital
deficiency of $34,814 and $7,462 at December 31, 2008 and 2007,
respectively. These factors raise substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that
might result from this uncertainty.

The Company is dependent on advances from its principal shareholders for
continued funding. There are no commitments or guarantees from any third party
to provide such funding nor is there any guarantee that the Company will be
able to access the funding it requires to continue its operations.

F-9

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
(AUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

As of June 30, 2007, we had borrowed $7,540 from a shareholder. This loan was
unsecured, carried no interest, and was due on demand. In July 2007, this loan
was forgiven by the shareholder and contributed to the capital of the Company.

At December 31, 2008, the Company had loans and notes outstanding from a
shareholder in the aggregate amount of $34,517, which represents amounts loaned
to the Company to pay the Company's operating expenses. On June 30, 2008, a
shareholder payable was exchanged for a 6% convertible promissory note with a
principal balance of $8,111 due and payable on June 30, 2009. On September
30, 2008, an additional shareholder payable was exchanged for a convertible 6%
promissory note with a principal balance of $11,500 due and payable on
September 30, 2009. On December 31, 2008, the Company exchanged the convertible
promissory notes dated June 30, 2008 and September 30, 2008, together with an
additional shareholder payable in the amount of $14,906for a promissory note in
the amount of $34,517 bearing simple interest at a rate of 6% per annum due and
payable on December 30, 2009.

Effective as of May 5, 2008, the Company entered into a Services Agreement with
Fountainhead Capital Management Limited ("FHM"), a shareholder who holds
approximately 80.8% of the Company's issued and outstanding common stock. The
term of the Services Agreement is one year and the Company is obligated to pay
FHM a quarterly fee in the amount of $10,000, in cash or in kind, on the first
day of each calendar quarter commencing May 5, 2008. Total fees paid to FHM for
the year ended December 31, 2008 were $26,500.

NOTE 6. INCOME TAXES

During the year ended December 31, 2007, the Company adopted Financial
Accounting Standards Board (FASB) Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes" (FIN 48), which supplements SFAS No. 109,
"Accounting for Income Taxes," by defining the confidence level that a tax
position must meet in order to be recognized in the financial statements. The
Interpretation requires that the tax effects of a position be recognized only
if it is "more-likely-than-not" to be sustained based solely on its technical
merits as of the reporting date. The more-likely-than-not threshold represents
a positive assertion by management that a company is entitled to the economic
benefits of a tax position. If a tax position is not considered more-likely-
than-not to be sustained based solely on its technical merits no benefits of
the tax position are to be recognized. Moreover, the more-likely-than-not
threshold must continue to be met in each reporting period to support continued
recognition of a benefit. With the adoption of FIN 48, companies are required
to adjust their financial statements to reflect only those tax positions that
are more-likely-than-not to be sustained. Any necessary adjustment would be
recorded directly to retained earnings and reported as a change in accounting
principle.

As of December 31, 2008 we have fully allowed for any deferred tax assets as
management has detemined that it is more-likely-than-not that we will no
sustain the use of our net operating loss carryforwards.

The components of the Company's deferred tax asset as of December 31, 2008 and
2007 are as follows:

F-10

CYBERSPACE VITA, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2008 AND 2007
(AUDITED)

NOTE 6. INCOME TAXES (CON'T)

2008 2007
-------- --------
Net operating loss carry forward $ 79,092 $ 24,244
Valuation allowance (79,092) (24,244)
-------- --------
Net deferred tax asset $ - $ -
======== ========

A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:

2008 2007
-------- --------
Tax at statutory rate (35%) $ 27,682 $ 10,000
Increase in valuation allowance (27,682) (10,000)
-------- --------
Net deferred tax asset $ - $ -
======== ========

Upon adoption of FIN 48 as of January 1, 2008, the Company had no gross
unrecognized tax benefits that, if recognized, would favorably affect the
effective income tax rate in future periods. At December 31, 2008, the amount
of gross unrecognized tax benefits before valuation allowances and the amount
that would favorably affect the effective income tax rate in future periods
after valuation allowances were $0. These amounts consider the guidance in FIN
48-1, "Definition of Settlement in FASB Interpretation No. 48". The Company
has not accrued any additional interest or penalties as a result of the
adoption of FIN 48.

The Company files income tax returns in the United States federal jurisdiction
and certain states in the United States. No tax returns are currently
under examination by any tax authorities.

NOTE 7. STOCKHOLDERS' DEFICIT
The stockholders' equity section of the Company contains the following classes
of capital stock as of December 31, 2008:

* Preferred stock, $0.001 par value: 10,000,000 shares authorized; -0-
shares issued and outstanding.

* Common stock, $0.001 par value: 100,000,000 shares authorized;
4,951,000 shares issued and outstanding.

* In November 2006, the Company issued 40,000,000 shares of its common
stock to its directors in exchange for services totaling $4,000.

* In May 2007, the Company issued 506,000 (post stock split) shares of
common stock for cash proceeds. These shares were sold for $0.10 per
share for total consideration of $5,060.

* In August 2007, the Companny issued 445,000 (post stock split) shares of
common stock for cash proceeds. These shares were sold for $0.10 per
share for total consideration of $4,450.

* In October 2007, the Company initiated a 10:1 stock split, which has
been presented on a retoroactive basis. As a result of the stock split,
total shares outstanding increased from 4,095,100 to 40,951,000. The
stock split was accounted for as a stock dividend after additional paid-
in capital was reduced to zero.

* In October 2007, concurrent with the 10:1 stock split, a shareholder
cancelled 36,000,000 shares of his own stock, which was reflected as a
donation of shares. As a result, there were 4,951,000 shares of common
stock issued and outstanding.

* During the twelve months ended December 31, 2008, Fountainhead Capital
Management Limited contributed $19,606 as additional paid-in capital
for which no new shares were issued.

* As indicate by the Stock Purchase Agreement dated April 15, 2008 by and
among Henry C. Casden and Fountainhead Capital Management Limited, a
contribution to capital was made for certain outstanding liabilities
totaling $3,622.

F-11

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer performed an
evaluation of the Company's disclosure controls and procedures. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in
the reports that it files or submits under the Securities Exchange Act of 1934
is accumulated and communicated to the issuer's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. Based on this evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective as of December 31, 2008.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

CYBERSPACE VITA, INC.

REPORT OF MANAGEMENT

Management prepared, and is responsible for, the financial statements and the
other information appearing in this annual report. The financial statements
present fairly the Company's financial position, results of operations and cash
flows in conformity with U.S. generally accepted accounting principles. In
preparing its financial statements, the Company includes amounts that are based
on estimates and judgments that Management believes are reasonable under the
circumstances. The Company's financial statements have been audited by De Joya
Griffith & Company, LLC, an independent registered public accounting firm
appointed by the Company's Board of Directors. Management has made available to
De Joya Griffith & Company, LLC all of the Company's financial records and
related data, as well as the minutes of the stockholders' and Directors'
meetings.

MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal
control over financial reporting. The Company's internal control system was
designed to provide reasonable assurance to the Company's Management and
Directors regarding the preparation and fair presentation of published
financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of December 31, 2008. This assessment was based on
criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on our assessment, we believe that as of December 31, 2008, the Company's
internal control over financial reporting is effective based on those criteria.

This annual report does not include an attestation report of the company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only management's
report in this annual report.

/S/ Geoffrey Alison
- --------------------
Geoffrey Alison
Chief Executive Officer

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in the Company's internal controls over financial
reporting during the fiscal year ended December 31, 2008 that materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

PART III.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is the name of our sole director and executive officer, his
age, all positions and offices that he held with us, the period during which he
has served as such, and his business experience during at least the last five
years.

NAME AGE POSITIONS HELD
Geoffrey Alison 36 CEO, CFO President,Treasurer and Secretary since 2008

Geoffrey Alison has been CEO, CFO, President,Treasurer and Secretary of the
Company since May 2008. He is registered with the National Association of
Securities Dealers since 1999 and has worked as a general securities principal
for various securities firms including Stock USA, Inc. (January 1999 - October
2001) and Assent, LLC (November 2001 - August 2004). From September 2004
through the present date, Mr. Alison has been a registered general securities
principal with ECHOtrade, a Philadelphia Exchange member firm, as a securities
trader for his own capital and benefit. From July 2003 through January 2005,
The served as Chief Financial Officer, Secretary and a director of Intrac, Inc.
(OTCBB:ITRD); from January 2005 through January 2006, he served as President,
Secretary and a director of Cape Coastal Trading Corporation (OTCBB:CCTR) and
he has served as President, Treasurer, Secretary and a director of Travel Hunt
Holdings, Inc. (OTCBB:TVHT) since August 2007. In October, 2002, Mr. Alison
co-created Greenvest Industries, Inc. which manufactures pet products under
the brand name Happy Tails Pet Beds. Mr. Alison is currently President and CEO
of Greenvest Industries, Inc.

Mr. Alison devotes less than 5% of his business time to the affairs of the
Company. The time Mr. Alison spends on the business affairs of the Company
varies from week to week and is based upon the needs and requirements of the
Company.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

We do not currently have an audit committee financial expert, nor do we have an
audit committee. Our entire board of directors, which currently consists of
Mr. Alison, handles the functions that would otherwise be handled by an audit
committee. We do not currently have the capital resources to pay director fees
to a qualified independent expert who would be willing to serve on our board
and who would be willing to act as an audit committee financial expert. As our
business expands and as we appoint others to our board of directors we expect
that we will seek a qualified independent expert to become a member of our
board of directors. Before retaining any such expert our board would make a
determination as to whether such person is independent.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Act of 1934 requires the Company's officers and
directors, and greater than 10% stockholders, to file reports of ownership and
changes in ownership of its securities with the Securities and Exchange
Commission. Copies of the reports are required by SEC regulation to be
furnished to the Company. Based on management's review of these reports during
the fiscal year ended December 31, 2008, all reports required to be filed were
filed on a timely basis.

CODE OF ETHICS

Our board of directors has adopted a code of ethics that our officers,
directors and any person who may perform similar functions is subject to.
Currently Mr. Alison is our only officer and our sole director, therefore, he
is the only person subject to the Code of Ethics. If we retain additional
officers in the future to act as our principal financial officer, principal
accounting officer, controller or persons serving similar functions, they would
become subject to the Code of Ethics. The Code of Ethics does not indicate the
consequences of a breach of the code. If there is a breach, the board of
directors would review the facts and circumstances surrounding the breach and
take action that it deems appropriate, which action may include dismissal of
the employee who breached the code. Currently, since Mr. Alison serves as the
sole director and sole officer, he is responsible for reviewing his own conduct
under the Code of Ethics and determining what action to take in the event of
his own breach of the Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION.

No past officer or director of the Company has received any compensation and
none is due or payable. Our sole current officer and director, Geoffrey
Alison, does not receive any compensation for the services he renders to the
Company, has not received compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company. We currently have no
formal written salary arrangement with our sole officer. Mr. Alison may
receive a salary or other compensation for services that he provides to the
Company in the future. No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by the Company
for the benefit of the Company's employees.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth certain information regarding beneficial stock
ownership as of December 31, 2008 of (i) all persons known to us to be
beneficial owners of more than 5% of our outstanding common stock; (ii) each
director of our company and our executive officers, and (iii) all of our
officers and directors as a group. Each of the persons in the table below has
sole voting power and sole dispositive power as to all of the shares shown as
beneficially owned by them, except as otherwise indicated.

NAME NUMBER OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
OWNED(1) SHARES(1)

Fountainhead Capital Management Limited 4,000,000 80.80%
Portman House
Hue Street
St Helier
Jersey JE4 5RP

Pershing LLC 335,200 6.80%
P.O. Box 2050
Jersey City, NJ 07303

Geoffrey Alison 0 0.00%
5000 Noeline Ave.
Encino, CA 91316

Officers and directors as a group (one person) 0 0.00%

(1) For the purposes of this table, a person is deemed to have "beneficial
ownership" of any shares of capital stock that such person has the right to
acquire within 60 days of December 31, 2008. All percentages for common stock
are calculated based upon a total of 4,951,000 shares outstanding as of
December 31, 2008, plus, in the case of the person for whom the calculation is
made, that number of shares of common stock that such person has the right to
acquire within 60 days of December 31, 2008.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED RRANSACTIONS

At December 31, 2008, the Company had loans and notes outstanding from
Fountainhead Capital Management Limited ("FHM"), a shareholder who owns 80.8%
of the issued and outstanding shares of common stock of the Company, in the
aggregate amount of $34,517, which represents amounts loaned to the Company to
pay the Company's expenses of operation. On June 30, 2008, a shareholder
payable was exchanged for a 6% convertible promissory note with a principal
balance of $8,111 due and payable on June 30, 2009. On September 30, 2008,
an additional shareholder payable was exchanged for a convertible 6%
promissory note with a principal balance of $11,500 due and payable on
September 30, 2009. On December 31, 2008, the Company exchanged the convertible
promissory notes dated June 30, 2008 and September 30, 2008, together with an
additional shareholder payable in the amount of $14,906 for a promissory note
in the amount of $34,517 bearing simple interest at a rate of 6% per annum due
and payable on December 30, 2009.

Effective as of May 5, 2008, the Company entered into a Services Agreement with
FHM. The term of the Services Agreement is one year and the Company is
obligated to pay FHM a quarterly fee in the amount of $10,000, in cash or in
kind, on the first day of each calendar quarter commencing May 5, 2008. Total
fees paid for the year ended December 31 2008, were $26,500. Pursuant to the
terms of the Services Agreement, FHM shall provide the following services to
the Company:

(a) FHM will familiarize itself to the extent it deems
appropriate with the business, operations, financial condition and prospects of
the Company;

(b) At the request of the Company's management, FHM will provide
strategic advisory services relative to the achievement of the Company's
business plan;

(c) FHM will undertake to identify potential merger and
acquisition targets for the Company and assist in the analysis of proposed
transactions;

(d) FHM will assist the Company in identifying potential
investment bankers, placement agents and broker-dealers who are qualified to
act on behalf of the Company to achieve its strategic goals;

(e) FHM will assist in the identification of potential investors
which might have an interest in evaluating participation in financing
transactions with the Company;

(f) FHM will assist the Company in the negotiation of merger,
acquisition and corporate finance transactions;

(g) At the request of the Company's management, FHM will provide
advisory services related to corporate governance and matters related to the
maintenance of the Company's status as a publicly-reporting company; and

(h) At the request of the Company's management, FHM will assist
the Company in satisfying various corporate compliance matters.

A copy of the Services Agreement was attached to the Company's Form 10-Q for
the period ended April 30, 2008 filed on June 9, 2008 as Exhibit 10.1 thereto.

DIRECTOR INDEPENDENCE

As of May 5, 2008, Geoffrey Alison was the sole director of the Company. Mr.
Alison is not considered "independent" in accordance with rule 4200(a)(15) of
the NASDAQ Marketplace Rules. We are currently traded on the Over-the-Counter
Bulletin Board. The Over-the-Counter Bulletin Board does not require that a
majority of the board be independent.

ITEM 13. EXHIBITS

Exhibit
Number Description
- ------- -----------
31.1. Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

31.2. Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed by our auditors, De Joya Griffith & Company, LLC, for
professional services rendered for the audit of our annual financial statements
for fiscal year ended December 31, 2007 and review of our interim financial
statements for the first, second and third quarters of 2008 was approximately
$9,500. The aggregate fees billed by our auditors for professional services
rendered for the audit of our annual financial statements for fiscal year ended
December 31, 2006 and review of our interim financial statements for the first,
second and third quarters of 2007 was approximately $9,000.

AUDIT-RELATED FEES

During the last two fiscal years, no fees were billed or incurred for assurance
or related services by our auditors that were reasonably related to the audit
or review of financial statements reported above.

TAX FEES

There were no tax preparation fees billed for the fiscal years ender December
31, 2008 or 2007.

ALL OTHER FEES

During the last two fiscal years, no other fees were billed or incurred for
services by our auditors other than the fees noted above. Our board, acting as
an audit committee, deemed the fees charged to be compatible with maintenance
of the independence of our auditors.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES

We do not have a separate audit committee. Our full board of directors performs
the functions of an audit committee. Before an independent auditor is engaged
by us to render audit or non-audit services, our board of directors pre-
approves the engagement. Board of directors pre-approval of audit and non-audit
services will not be required if the engagement for the services is entered
into pursuant to pre-approval policies and procedures established by our board
of directors regarding our engagement of the independent auditor, provided the
policies and procedures are detailed as to the particular service, our board of
directors is informed of each service provided, and such policies and
procedures do not include delegation of our board of directors'
responsibilities under the Exchange Act to our management. Our board of
directors may delegate to one or more designated members of our board of
directors the authority to grant pre-approvals, provided such approvals are
presented to the board of directors at a subsequent meeting. If our board of
directors elects to establish pre-approval policies and procedures regarding
non-audit services, the board of directors must be informed of each non-audit
service provided by the independent auditor. Board of directors pre-approval of
non-audit services, other than review and attest services, also will not be
required if such services fall within available exceptions established by the
SEC. For the fiscal year ended December 31, 2008, 100% of audit-related
services, tax services and other services performed by our independent auditors
were pre-approved by our board of directors.

Our board has considered whether the services described above under the caption
"All Other Fees", which are currently none, is compatible with maintaining the
auditor's independence.

The board approved all fees described above.

PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this 10-K:

1. FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this annual report on
Form 10-K:

- Report of De Joya Griffith & Company, LLC, Independent Registered
Certified Public Accounting Firm

- Balance Sheets as of December 31, 2008 and 2007

- Statements of Operations for the years ended December 31, 2008 and
2007 and the period from inception (November 7, 2006) to December 31,
2008 (audited)

- Statements of Stockholders' Deficit from inception (November 7,
2006) to December 31, 2008 (audited)

- Statements of Cash Flows for the years ended December 31, 2008 and
2007 and the period from inception (November 7, 2006) to December 31,
2008 (audited)

- Notes to Financial Statements (audited)

2. FINANCIAL STATEMENT SCHEDULES

All financial statement schedules have been omitted as they are not required,
not applicable, or the required information is otherwise included.

3. EXHIBITS

The exhibits listed below are filed as part of or incorporated by reference in
this report.

Exhibit
Number Identification of Exhibit
- ------- -------------------------
31.1 Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

24
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

Cyberspace Vita, Inc.
(Registrant)

By /s/ Geoffrey Alison
-------------------
Geoffrey Alison
President, Chief Executive
Officer , Chief
Financial Officer and
Principal Accounting
Officer

Date March 8, 2010

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

By /s/ Geoffrey Alison
-------------------
Geoffrey Alison
President, Chief Executive
Officer , Chief
Financial Officer and
Principal Accounting
Officer

Date March 8, 2010