SecProbe.io

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Mail Stop 6010

      June 6, 2005

Via Facsimile and U.S. Mail

Mr. Halton Martin
Chief Executive Officer
Vital Health Technologies, Inc.
9454 Wilshire Boulevard, Suite 600
Beverly Hills, CA   90212

Re:	Vital Health Technologies, Inc.
	Item 4.02 Form 8-K
      Filed May 23, 2005
	File No. 0-15243

Dear Mr. Martin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with more
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K dated May 20, 2005

Item 4-01. Changes in Registrant`s Certifying Accountant

1. Item 304(a)(1)(iv)(A) of Regulation S-B requires you to
disclose
whether during the registrant`s two most recent fiscal years and
any
subsequent interim period through the date of dismissal there were
any disagreements, resolved or not, with the former accountant on
any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreement(s),
if
not resolved to the satisfaction of the former accountant, would
have
caused it to make reference to the subject matter of the
disagreement(s) in connection with its report.
2. Item 304(a)(1)(ii) of Regulation S-B requires you to disclose
whether the former accountant`s report on the financial statements
for either of the past two years contained an adverse opinion, a
disclaimer of opinion, or was qualified or modified as to
uncertainty, audit scope or accounting principles; and to describe
the nature of each such adverse opinion, disclaimer of opinion,
modification or qualification. This would include disclosure of
uncertainty regarding the ability to continue as a going concern
in
the accountant`s report. Please revise.
3. To the extent that you amend the Form 8-K to comply with our
comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with
your Item 304 disclosures, or the extent to which the accountant
does
not agree.

*    *    *    *

       As appropriate, please amend your filing and respond to
these
comments within five business days or tell us when you will
provide
us with a response.  You may wish to provide us with marked copies
of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions, please call David Burton at (202)
551-3626.

							Sincerely,

							David Burton
							Staff Accountant

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Mr. Halton Martin
Vital Health Technologies, Inc.
June 6, 2005
Page 3

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