CYBERSPACE VITA, INC.
122 OCEAN PARK BLVD.
SUITE #307
SANTA MONICA, CA 90405
March 22, 2010
BY EDGAR TRANSMISSION AND BY USPS
William H. Thompson
Branch Chief
U.S. Securities and Exchange Commission.
100 F Street N.E.
Washington, D.C. 20549.
RE: CYBERPACE VITA, INC.
FORM 10-Q FOR THE
QUARTER ENDED
SEPTEMBER 30, 2009
FILED NOVEMBER 2, 2009
FORM 10-Q/A FOR THE
QUARTER ENDED SEPTEMBER 30, 2009
FLIED JANUARY 27, 2010
FILE NO. 333-141929
Ladies and Gentlemen:
On behalf of Cyberspace Vita, Inc. (the "Company"), and in response to
verbal discussions with Yolanda Guobadia on February 26, 2010 and March 18,
2010, we hereby submit the Company's second amended response to the comment of
the staff (the "Staff") of the Securities and Exchange Commission set forth in
the Staff's letter, dated December 15, 2009, providing the Staff's comments
with respect to the above referenced report(s).
This letter is intended to address the issue of certain changes
incorporated in the Company's Form 10-Q/A filed on January 27, 2010 which were
not responsive to the Commission's original Comment Letter dated December 15,
2009 ("December 15 Comment Letter"). As the Company has stated in prior
correspondence, the Company's initial Comment Response letter dated January 22,
2010 contained matter which was either not responsive in all respects to the
SEC's December 15, 2009 Comment Letter and/or contained certain extraneous
matter. As previously stated in the Company's March 8, 2010 Comment Response
Letter, the Company's original Comment Response Letter dated January 22, 2010
was inaccurate due to a confusion with a response submitted by another company.
The Company's March 8, 2010 Amended Comment response Letter addressed the issue
presented in the December 15 Comment Letter, but the Company failed to address
the inclusion of certain extraneous matter in the Company's First Amendment to
its September 30, 2009 Form 10-Q.
Concurrently herewith, the Company is filing a 2nd Amendment to its
September 30, 2009 Form 10-Q (which in all respects supersedes the Company's
previously filed 1st Amendment). The 2nd Amendment:
1. Incorporates the changes which were included in the 1st
Amendment which were responsive to the Commission's
Comments, and
2. Deletes the extraneous matter included in the 1st Amendment
(and restores the amended language to the form included in
the original filing) which was not responsive to the
Commission's Comments.
It is therefore the Company's view that the changes incorporated in the 2nd
Amendment are directly responsive to the Staff's Comments included in its
December 15 Comment Letter; omit any extraneous matter which was included in
the January 22, 2010 Comment Response Letter and 1st Amendment; represent the
Company's view as to its disclosure procedures and controls and do not require
further amendment in order to be accurate in all respects.
For the convenience of the Staff, each of the Staff's comments is
included and is followed by the corresponding response of the Company.
References in this letter to "we", "us" and "our" refer to the Company unless
the context indicates otherwise.
FORM 10-Q FOR FISCAL QUARTER ENDED SEPTEMBER 30, 2009
EXHIBIT 31 CERTIFICATION
1. Please revise the signature section to have Mr. Alison also sign in
his capacity as principal financial officer. See item 601(b)(31) of
Regulation S-K and Exchange Act Rules 13a-14(a) and 15d-14(a) which
require a certification for the principal executive and principal
financial officer.
COMPANY RESPONSE:
The Certifications in the 2nd Amendment comply in all respects with these
requirements.
INCLUSION/DELETION OF EXTRANEOUS MATTER
The 1st Amendment contains extraneous matter which was not responsive to the
Commission's Comment Letter dated December 15, 2009. Please confirm that there
are no further changes required with respect to the Form 10-Q as a result of
the inclusion of such extraneous matter and confirm the Company's views
regarding the effectiveness of its disclosure controls and procedures.
COMPANY RESPONSE:
The 2nd Amendment repeats the language which was included in Item 4 of the
Company's originally filed Form 10-Q, without any amendment or modification.
The Company hereby confirms that such disclosure included in Item 4 of the 2nd
Amendment represents the Company's view as to its disclosure procedures and
controls and does not require further amendment in order to be accurate in all
respects.
Please be further advised that the Company acknowledges the following:
. the company is responsible for the adequacy and accuracy of the disclosure
in the filings;
. staff comments or changes to disclosure in response to staff comments do
not foreclose the Commission from taking any action with respect to the
filings; and
. the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
If you would like to discuss any of the responses to the Staff's comments
or if you would like to discuss any other matters, please contact Robert L. B.
Diener at (310) 396-1691.
Sincerely,
CYBERSPACE VITA, INC.
By: /s/ Goeffrey Alison
-------------------
Geoffrey Alison
Chief Executive Officer