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sec response letter

100-1001
Churchill Crescent

North
Vancouver, British Columbia

Canada
V7P 1P9

Tel:
604-980-6693 Fax: 604-980-6675

[Missing Graphic Reference]

VITASTI, INC.

August 5,
2005

VIA
EDGAR & FACSIMILE TO (202) 772-9209

Wilson K.
Lee

Staff
Accountant

Securities
and Exchange Commission

Division
of Corporation Finance

100 F
Street N.E.

Washington
DC 20549

    RE:        Vitasti,
Inc. File No. 000-26673

          Comment letter
dated July 18, 2005

Dear Mr.
Lee:

On behalf
of Vitasti, Inc. (“Vitasti” or the “Company”), please be advised that I am in
receipt of your letter dated July 18, 2005 with respect to the SB-2 Registration
Statement filed by the Company on July 1, 2005.

Please
accept this letter in lieu of a more formal response to each comment set forth
in your letter. The questions in your letter have been restated prior to our
response for ease of reference.

Financial
Statements and Notes

General

1.
Advise
us what consideration you gave to including the prior year comparative
information for the transition period. Reference is made to the Commission’s
Release No. 33-6823.

The
Company’s understanding was that in a transition to a different fiscal year end
no period presented can exceed 12 months. The comparative financial statements
used were those of previous filings.

Report
of Independent Registered Public Accounting Firm

2. Tell
us how you considered Item 302 of Regulation S-T. Confirm that a manually signed
audit opinion has been received from the independent registered public
accounting firm.

We
confirm that we have received a manually signed audit opinion from the
independent registered public accounting firm and this has been filed in the
records of the Company to be retained for a minimum of five years.

Note 1
- Summary of Significant Accounting Policies

Revenue
Recognition

3.
We
note revenue from products sold are recognized when the sale is made. Define
what determines when a sale is made and tell us how this indicates delivery has
occurred in accordance to the criteria established for revenue recognition in
SAB 104.

A sale is
made when a customer enters one of our stores and pays for the selected items
either with cash, check or credit card. At this point persuasive evidence of an
arrangement exists, delivery has occurred, the price is fixed and collectibility
is reasonably assured in accordance with SAB 104.

Note 2
- Acquisition of Business

4.
Tell
us how you evaluated paragraphs 15-17 of SFAS 141 in determining your company
was the accounting acquirer.

When the
Company looked at this transaction it had an operating business at the time (the
golf segment). The objective of the asset acquisition was diversification. In
it’s consideration for the accounting of the purchase of the assets of Low Carb
Centre, Inc., Low Carb Centre Bakery, Inc. and McNabb and Associates, Inc.
(collectively “LCC”), the Company determined this was an acquisition of only the
assets of these companies. This view is supported by the fact that the Company
did not assume any of the operating liabilities of any of these companies. This
view is also supported by the fact that the three companies continue to exist
and operate after this transaction.

5.
We
note that you filed the financial statements of LCC in a Form 8-K/A for the year
ended December 31, 2003. Please advise us how you evaluated Item 310(c)(3) in
determining this met the financial statement requirements for a significant
business acquisition.

The
assets of three legally separate businesses were acquired; Low Carb Centre,
Inc., Low Carb Centre Bakery, Inc. and McNabb and Associates, Inc. (collectively
“LCC”). All three of the businesses are owned and managed by Tammy-Lynn McNabb.
Due to common control and management, the assets of the three were combined and
considered “related businesses” and treated as a single business for the purpose
of determining their significance and the number of fiscal years for which
financial statements must be provided in accordance with the requirements of
310(c)(3).

The
combined assets acquired from LCC exceeded 40% of the Company’s consolidated
total assets; therefore, the requirements of 310(c)(3) applied and financial
statements for both the current fiscal year and the fiscal year preceding the
latest fiscal year were required. With an inception date in 2003 this is the
only year that is applicable.

Note 4
- Stock-Based Compensation

6.
The
Company recognized $1.8 million in compensation expenses related to the issuance
of common stock for services and expenses. In addition, for the year ended May
31, 2004, the Company issued 950,000 stock options to consultants of the
Company. Tell us the nature of these transactions and how you considered the
guidance in EITF 96-18 in determining the appropriate accounting and valuation
of these equity instruments.

In an
effort to finance the Company and establish a viable business plan, the Company
employed several business consultants and financing advisors to whom shares of
the Company stock were issued in exchange for services rendered. Consistent with
EITF 96-18 the Company determined that the appropriate measurement date for
shares issued for compensation was the grant date of those shares because that
was the effective date at which the recipients’ commitment for performance to
earn the equity instruments was reached. The common stock received by the
consultants was considered earned as of the grant date (or issuance) and no
future services were required. The Company determined that the more reliably
measurable value of the equity instruments was the quoted closing price of the
shares on the date the shares were granted.

On behalf
of the Company, please be further advised that the Company hereby acknowledges
the following:

    (1)

      the
      Company is responsible for the accuracy and adequacy of the disclosures in
      the filings;

    (2)

      Staff
      comments or changes to disclosures in response to Staff comments do not
      foreclose the commission from taking any action with respect to the
      filings; and

    (3)

      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.

Thank you
for your attention to this matter. To the extent that you have additional
comments or concerns, please contact me directly or my attorneys, the Law
Offices of Wade Huettel, Esq., at (619) 892-3006.

Very
truly yours,

/s/ Tammy
Lynn McNabb

Tammy-Lynn
McNabb,

President
& CEO

cc:        Wade Huettel,
Esq.