SEC Company Response from VITASTI, — Sep 20, 2005
VITASTI, INC. /DE/ (CIK 0001052671)
Date: Sept. 20, 2005 · CIK: 0001052671 · Accession: 0001328759-05-000029
AI Filing Summary & Sentiment
File numbers found in text: 000-26673
Referenced dates: August 19, 2005
Letter
VIA EDGAR ONLY 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 August 19, 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 August 19, 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.
Financial Statements and Notes
General:
1.
Consistent with the Commission’s Release number 33-6823, the Registrant will provide unaudited Financial Statements in a footnote for the comparable period of the prior year with respect to Low Carb Centre et al. for the seven months ended December 31, 2003.
Note 2 - Acquisition Of Business
2.
In applying the guidance under EITF 98-3 the Company has evaluated the necessary elements of a transferred set in determining whether the asset group constitutes a business. In doing so, the company has evaluated the necessary elements and has determined that the transferred asset group constitutes a business.
3.
The former shareholders of LCC became the new block of controlling shareholders in the Company and the application of paragraph 17 of SFAS 141 would represent a reverse acquisition.
In this regard, the Company will restate its financial statements for the year ended December 31, 2004 to account for the purchase of the reverse acquisition. The Company will also accordingly revise its filings for any subsequent quarters, as necessary.
4.
To the extent the Company will restate its financial statements as per paragraph 3 above, the September 30, 2004 comparative financial statements of LCC will be reflected in the consolidated financial statements for the nine months ending September 30, 2005.
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
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CORRESP
1
filename1.htm
response to sec comment letter 2
100-1001
Churchill Crescent
North
Vancouver, British Columbia
Canada
V7P 1P9
Tel:
604-980-6693 Fax: 604-980-6675
[Missing Graphic
Reference]
September
20, 2005
VIA
EDGAR ONLY
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 August 19, 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 August 19, 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.
Financial
Statements and Notes
General:
1.
Consistent
with the Commission’s Release number 33-6823, the Registrant will provide
unaudited Financial Statements in a footnote for the comparable period of
the prior year with respect to Low Carb Centre et al. for the seven months
ended December 31, 2003.
Note 2
- Acquisition Of Business
2.
In
applying the guidance under EITF 98-3 the Company has evaluated the
necessary elements of a transferred set in determining whether the asset
group constitutes a business. In doing so, the company has evaluated the
necessary elements and has determined that the transferred asset group
constitutes a business.
3.
The
former shareholders of LCC became the new block of controlling
shareholders in the Company and the application of paragraph 17 of SFAS
141 would represent a reverse acquisition.
In this
regard, the Company will restate its financial statements for the year ended
December 31, 2004 to account for the purchase of the reverse acquisition. The
Company will also accordingly revise its filings for any subsequent quarters, as
necessary.
4.
To
the extent the Company will restate its financial statements as per
paragraph 3 above, the September 30, 2004 comparative financial statements
of LCC will be reflected in the consolidated financial statements for the
nine months ending September 30, 2005.
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 D.
Huettel, Esq.