SecProbe.io

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<FILENAME>filename1.txt
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Mail Stop 7010

September 29, 2005

via U.S. mail and facsimile

Robert C. Sepucha
Chief Executive Officer
SPARTA, Inc.
25531 Commercentre Drive, Suite 120
Lake Forest, California  92630-8873

	Re:	SPARTA, Inc.
		Form 10-K for the fiscal year ended January 2, 2005
		Filed April 1, 2005
		File No. 0-21682

Dear Mr. Sepucha:

      We have reviewed your response letter dated September 20,
2005
and have the following additional comment.  Where indicated, we
think
you should revise your document in future filings in response to
this
comment.  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.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 20

Results of Operations, page 21

1. We note your response to comment 1 in our letter dated August
30,
2005.  Specifically, we note your reference to Question 8 of the
SEC
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures" (SEC FAQ).  Question 8 states the following:

Companies should never use a non-GAAP financial measure in an
attempt
to smooth earnings. Further, while there is no per se prohibition
against removing a recurring item, companies must meet the burden
of
demonstrating the usefulness of any measure that excludes
recurring
items, especially if the non-GAAP financial measure is used to
evaluate performance.

It is permissible and may well be necessary to identify, discuss,
and
analyze material restructuring charges and other items, whether
they
are recurring or non-recurring, in Management`s Discussion and
Analysis of Financial Condition and Results of Operations.
Depending
on the nature and materiality of the charge or other item, it will
likely be necessary to discuss the nature of such charges or other
items, their recurring or non-recurring nature, their significance
to
an investor in evaluating the company`s financial condition and/or
results of operations and whether they relate to material known
trends, events or uncertainties that must be disclosed.

Whether an item may, or indeed must, be discussed in MD&A is a
different question from whether it may be eliminated or adjusted
in
connection with a non-GAAP financial measure. Whether a non-GAAP
financial measure that eliminates a recurring item or items from
the
most directly comparable GAAP financial measure is acceptable
depends
on all of the facts and circumstances. Such measures more likely
would be permissible if management reasonably believes it is
probable
that the financial impact of the item will disappear or become
immaterial within a near-term finite period.  [Emphasis added.]

Based on the above guidance from the SEC FAQ, we do not disagree
that
your unallowable costs should be discussed in MD&A.  As noted in
the
second paragraph from Question 8, certain costs included within US
GAAP measures may need to be identified, discussed and analyzed
separately within MD&A.  However, it does not appear to us that
the
need to discuss these costs necessarily warrants your non-GAAP
measure presentation for an investor to obtain an understanding of
your operating performance.  The unallowable costs can be
identified,
discussed and analyzed separately from the US GAAP measures, gross
profit and operating income, discussions.

In addition, Question 8 further states that non-GAAP measures
eliminating recurring items may be more likely permissible, if you
believe it is probable that the financial impact of the item will
disappear or become immaterial within the near-term.  In the
government contracting arena with cost reimbursable contract
vehicles
being utilized, it does not appear that your unallowable costs
will
disappear or become immaterial.  As such, it is difficult for us
to
understand how your non-GAAP measure is appropriate under Item
10(e)
of Regulation S-K.  Please reassess the guidance set forth in the
SEC
FAQ and revise your future filings.

*    *    *    *

      As appropriate, please respond to this comment within 10
business days or tell us when you will provide us with a response.
Please furnish a letter that keys your response to our comment and
provides any requested information.  Detailed response letters
greatly facilitate our review.  Please file your response letter
on
EDGAR.  Please understand that we may have additional comments
after
reviewing your response to our comment.

	You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, Jeanne Baker, Assistant Chief Accountant, at (202) 551-3691,
or
me at (202) 551-3255, if you have questions regarding comments on
the
financial statements and related matters.

Sincerely,

Nili Shah
Accounting Branch Chief

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Robert C. Sepucha
SPARTA, Inc.
September 29, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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