SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0308

January 7, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Dwight Webb
President and Chief Executive Officer
Vita Equity, Inc.
837 West Hastings Street - Suite 314
Vancouver, British Columbia V6C 3N6
CANADA

Re:	Vita Equity, Inc.
Amendment No. 1 to Form SB-2
Filed on December 29, 2004
File No.  333-119147

Dear Mr. Webb:

      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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Cover Page, page ii

1. We note your response to prior comment 2.  However, please
include
the fact that your affiliates must resell their securities for the
$0.05 per share price for the duration of the offering on your
cover
page and summary section.  Also, please make clear that your
affiliate selling shareholders are considered underwriters of this
offering on your cover page, summary section, and plan of
distribution section.

Prospectus Summary, page 1

2. We note your response to our previous comment 6 that you do not
intend to provide any financial projections in your Form SB-2.
Also,
we recognize that you removed the phrase "and financial
projections"
from the first sentence of your Summary paragraph.  However, you
still reference "financial projections delivered herewith" in the
second sentence.  Please tell us whether you intend to provide
investors with projections.  If so, they must be included in the
registration statement.

Risk Factors, page 3

3. We note your response to our prior comment 11.  However, please
refer to it as a going concern opinion, not a "comment."

We may not achieve sufficient brand recognition, page 5

4. We note your response to our prior comment 13.  However, if you
are unable to quantify the exact amount of expenditures you
anticipate making on your "aggressive brand-enhancement strategy,"
because the amounts depend on your financing, please provide a
range
of amounts based on your possible financing that you would like to
spend for your brand-enhancement strategy.  Further, please detail
your brand-enhancement strategies based up the different degrees
of
financing you anticipate you may receive.  If you have no planned
strategies, please state this in your risk factors.

Directors, Executive Officers, Promoters and Control Persons, page
14

5. In the sentence preceding your Directors, Executive Officers,
Promoters, and Control Persons Table, you state that the table
sets
forth certain information regarding the executive officers and
directors of "Branson Jewelry (USA), Inc."  However, no where else
in
your filing do you mention Branson Jewelry (USA), Inc.  Please
discuss this company and advise us of its relevance to this
registration statement, or delete the reference.

Experts, page 17

6. The experts section now states that the financial statements
are
included as an Exhibit.  Please revise to include the financial
statements as a part of the basic document.  It is not appropriate
to
include the financial statements as an exhibit.

7. Please revise the second sentence of the Experts section to
eliminate the reference to interim period financial statements
being
included in reliance on Weinberg`s report.

History and Background, page 18

8. We note your response to our previous comment 40.  However, Mr.
Baessato provides consulting services for you as you stated on
page
24 of this registration statement.  Please revise your
registration
statement to discuss Mr. Baessato`s services in this section.

Jewelry, page 19

9. We note your response to our prior comment 47.  However, in
your
response letter, you state that you have included wording to
indicate
that you do not have any patents, trademarks, licenses,
franchises,
concessions, royalty agreements, or labor contracts.  Please
indicate
where in your filing this statement is located.  See Item
101(b)(7)
of Regulation S-B.

Disclosure, page 22

10. We note your response to our prior comment 52.  However, in
addition to referring to proxy and information statements, please
also mention your current reports on Form 8-K that you will file.
Additionally, in the last sentence of your Disclosure section
paragraph, please state that you "will be" an electronic filer,
not
that you "intend" to be one.  See Item 101(c)(3) of Regulation S-
B.

The Nine-Month Periods Ended September 30, 2004 and September 30,
2003, page 23

11. In your response letter, you did not respond to prior comment
57.
Therefore, we reissue our previous comment 57.  Please quantify
those
operation expenses where two or more factors contributed to one
category.  This would provide the reader with a better
understanding
of the expenses and the extent to which each factor contributed to
the overall costs.  For example, please discuss the amount and
percentage that your accounting, audit, and legal fees contributed
to
your professional fees.  See Item 303 of Regulation S-B and SEC
Release No. 33-8350.

Plan of Operations, page 26

12. We note your response to our prior comment 62.  In your
initial
registration statement, you said that you would require $50,000 to
maintain your operations for the next twelve months.  Furthermore,
you said that you would be able to raise that amount through
current
accounts receivable and future sales.  In response to our comment
for
clarification, you claimed that if you are unable to solicit new
clients or increase future sales you would consider less expensive
methods of marketing and explore other methods of increasing your
gross profit margin.  However, please disclose further your
intentions of continuing as a going concern if decreasing your
marketing expenditures and/or increasing your gross profit margin
do
not provide you with $50,000.

Certain Relationships and Related Transactions, page 27

13. We note your response to prior comment 65.  However, since you
have amended your registration statement to discuss the terms of
your
actual related party transactions, please remove your first
sentence
of the first paragraph of this section that discusses how you
"intend" to treat related transactions.  Also, in your text
paragraphs describing the sales to related parties and your rent
owed
to related parties, please describe each of your transactions so
that
the figures in the text correspond to the figures in the table.

Changes in and Disagreements with Accountants, page 28

14. You disclosed Weinberg was engaged on October 29, 2003.
Please
tell us who your independent accountant was before that date.  If
you
had one, then please revise the document to provide all of the
disclosures required by Item 304 of Regulation S-B.  If you did
not
have one, then please revise the document to disclose this fact
and
tell us how the business operated without the services of an
independent accountant.

Signatures, page 49

15. We note your response to prior comment 79.  Please have the
registration statement signed by your controller or your principal
accounting officer.  See Instructions for Signatures on Form SB-2.

Exhibit 5.1 - Opinion of Counsel

16. We reissue our prior comment 80.  You should provide a legal
opinion from counsel that is admitted to practice in the State of
Nevada or from U.S. counsel that does not limit its opinion to the
jurisdiction in which it is located.  Please revise.

*	*	*	*	*	*

      You may contact Robert Burnett, at (202) 942-1809, or
Michael
Moran, Accounting Branch Chief, at (202) 942-2823, if you have
questions regarding comments on the financial statements and
related
matters.  Please contact John Fieldsend, at (202) 824-5505, or
Ellie
Quarles, Special Counsel, at (202) 942-1859, or me at (202) 942-
1900
with any other questions.

      Sincerely,

      H. Christopher Owings
      Assistant Director

cc:	Mr. Doug Bolen
	c/o Vita Equity, Inc.
      837 West Hastings Street - Suite 314
      Vancouver, British Columbia, V6C 3N6
      CANADA
??

??

??

??

Mr. Dwight Webb
Vita Equity, Inc.
January 7, 2005
Page 1

</TEXT>
</DOCUMENT>