SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>vitacubeletter.txt
<DESCRIPTION>VITACUBE ITEM 4 8-K COMMENT LETTER; PARIKH
<TEXT>

Via U.S. Mail and Facsimile

Mail Stop 3-9

	October 18, 2004

Sanford D. Greenberg
Chief Executive Officer
Vitacube Systems Holdings, Inc.
480 South Holly Street
Denver, CO 80246

Re: 	Vitacube Systems Holdings, Inc.
	SEC File No. 0-50875
	Form 8-K filed October 12, 2004

Dear Mr. Greenberg:

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.

	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 the telephone number listed at the
end of this letter.

1. State whether during the registrant`s recent fiscal year and any
subsequent interim period through the date of the termination there
were any disagreements with the former accountant as described in
Items 304(a)(1)(iv) of Regulation S-B.  The interim period should be
specified as the "interim period through [Date]."

2. File an updated letter from your former accountant covering the
changes made in response to the above comments.  File that letter as
Exhibit 16 to the amended Form 8-K, or if not available at the time
of filing, file another amended Form 8-K within ten business days or
within two days of receipt, whichever is earlier.  See Rules
304(a)(3) and 601(b)(16) of Regulation S-B.

********************

Please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response
prior to the expiration of the five-day period.  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 filings reviewed by the staff to be
certain that they have provided all information investors require.
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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

You may contact me, at (202) 942-1962 if you have questions regarding
these comments or any other questions.

	Sincerely,

	Sasha Parikh
	Staff Accountant

</TEXT>
</DOCUMENT>