SecProbe.io

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Mail Stop 3-09

							January 6, 2005

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

Re:	VitaCube Systems Holdings, Inc.
	Registration Statement on Form SB-2
	File No. 333-121063

Dear Mr. Greenberg:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents 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.

Form SB-2

Registration Fee Table and Second Prospectus Cover Page (for
warrants
only)

1. We refer to footnote 5 of the Fee Calculation Table where you
indicate in connection with the sale of units you are granting to
certain stockholders 250,000 Class A public warrants and 250,000
Class B public warrants in consideration of their agreements to
not
sell their securities for 12 months from completion of this
offering.
It appears that you are registering the issuance of the securities
rather than the resale of such securities.  We are concerned
because
if the offering of the securities was conducted privately, then
the
distribution of the securities must also be completed privately.
As
such, registering the issuance of the securities is inappropriate.
Rather, you should register the resale of the securities and
include
all the information required by Item 507 of Regulation S-B
relating
to selling shareholder disclosure.  Please revise your prospectus
cover page relating to the warrants only and provide in the
alternate
prospectus pages the information required by Item 507 of
Regulation
S-B.  Please also supplementally explain to us the facts and
circumstances under which you determined to issue the securities
that
are being issued to certain securityholders.
2. In addition, please provide us with an analysis as to whether
it
is appropriate to register these securities for resale pursuant to
this registration statement as it is unclear whether you have
completed your private placement offering.
3. We note your disclosure that your warrants are exercisable at
any
time after 45 days from the effective date of your offering of the
units or such earlier date as the public warrant becomes
separately
traded. In that regard, it appears you may need to update your
prospectus to keep it current for the benefit of those holders who
may exercise their warrants.  Therefore, it appears you should
provide the appropriate Rule 415 undertakings in Part II of your
registration statement.  In addition, although Form SB-2 does not
contain a space to indicate that the securities are to be offered
on
a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, please revise to include this disclosure.

4. Please tell us when you intend to first distribute a prospectus
and when you intend to provide pricing information.  Please note
that
if you intend to distribute a preliminary prospectus prior to
pricing, your document should disclose the formula or other
disclosure containing the relationship between the price of your
common stock and the offering price of the units.

5. We note your disclosure throughout this document of a 1-for-5
reverse stock split of your common stock expected to be
consummated
on December 8, 2004.  Please revise your document to indicate if
the
reverse stock has occurred or not.

Prospectus Cover Page (for units offering)
6. Please limit your cover page to the information required by
Item
501 of Regulation S-B and only to one page. For example, your
first
paragraph appears to contain too many details.  You should limit
the
information contained in the first paragraph to the title, amount
of
securities, the offering price of the securities and the
components
of the unit.  Please note that in describing the components of the
unit, the information should not repeat the details regarding the
terms of the warrants already provided in your Summary section.
In
addition, please remove the third paragraph to an appropriate
place
in your document.

Graphical Reference

7. We note your reference to "Pictures of Several Professional
Athlete Endorsers and Some of Our Products."  Please provide us
proofs of all graphic, visual or photographic information you will
provide in the printed prospectus.  Please note we may have
comments
regarding this material.
8. Please also consider whether the use of testimonials is
appropriate for inclusion in the registration statement.  We are
concerned the use of testimonials may be inappropriate for
inclusion
as a prospectus is intended to sell securities of a company rather
than the specific products of a company.  In this regard, we are
concerned that the testimonials may lead an investor to emphasize
information concerning the products rather than the securities you
are offering for sale.  Please provide us with a detailed
explanation
as to why you believe inclusion of testimonials is appropriate for
use in the prospectus.  Please further note that if you retain the
testimonials, you must file a signed consent of the persons making
the testimonials to the inclusion of the testimonials as presented
in
the filing.

Prospectus Summary, page 1
9. We note that the disclosure contained in the sections entitled
"Our Business", "Our Business Strategy" and "Our Competitive
Strengths" are repetitious.  Please revise your summary to
eliminate
the redundancy.

The Offering, page 4
10. We note the disclosure you provide under the heading "Risk
Factors" in this section. Please relocate this disclosure to page
1
of the summary where you discuss the key aspects of your business
under the heading "Our Business."  In addition, please note that
in
its current form, the enumerated risks you disclose is difficult
to
read.  For the benefit of investors, please provide the enumerated
risks in bullet format.

Risk Factors, page 8
11. Please include a risk factor that discusses your charter and
bylaw provisions and how such provisions would prevent a change of
control in management. In the alternative, advise us as to why you
do
not believe a risk factor is necessary.

12. We note your disclosure on page 24 under the heading
"Dilution"
that purchasers of this offering will experience immediate and
substantial dilution in the net tangible book value of the common
stock from the public offering price, without ascribing any value
to
the Class A and Class B public warrants included in a unit.
Please
include a separate risk factor that discusses the risk you have
described in your Dilution section.

"We have a history of operating losses and a significant
accumulated
deficit . . . .," page 8

13. We note your disclosure that you intend to incur significant
expenses in seeking to expand your sales. Please quantify the
amount
of expenses you expect to incur in the next 12 to 18 months.
Please
also provide similar disclosure in your Liquidity and Capital
Resources section.

"Because our working capital requirements have been and will
continue
to be . . . .," page 8

14. Each risk factor should discuss one risk.  We note that the
discussion in the last sentence of this risk appear to be
discussing
two separate risks.  More specifically, the separate risk that if
you
issued additional capital, the dilution consequences of such an
issuance; and the separate risk of debt financing, which may
involve
unfavorable financial terms or significant restrictive covenants.
Please revise this section such that each risk factor is presented
separately.

"Our failure to recruit, maintain and motivate a large base of
productive  . . . .," page 9

15. Please explain the reasons why you anticipate your independent
distributor organization will be headed by a small number of key
independent distributors who will be responsible for a
disproportionate amount of your revenues. Please also indicate if
this is the current situation.

"A change in the amount of compensation paid to our independent
distributors . . . .," page 9

16. We note your disclosure that you expect that one of your
significant expenses will be payment of compensation to your
independent distributors.  Please disclose the percentage that
such
expenses represented of your total revenues since you switched to
using independent distributors to sell your products.

17. We note your statement that changes to your independent
distributor compensation changes may make it difficult for you to
recruit and retain qualified and motivated independent
distributors.
Please indicate whether you intend to make such changes in the
near
future.  If so, please indicate the approximate timeframe of when
you
expect to make such changes as well describe the expected changes
to
the extent you can.

"We are not in a position to exert the same level of influence or
control over our . . . .," page 9

18. If historically violations by your independent distributors of
applicable laws or policies and procedures have negatively
affected
your products, operations and business reputation, please revise
to
disclose this information.

"Our direct selling program through independent distributors could
be
found not. . . .," page 10

19. Please indicate if you have historically experienced an
adverse
judicial determination with respect to direct selling program that
had a material adverse effect on your sales efforts.

20. You indicate that proceedings related to direct selling
program
not directly involving you but that which challenge the legality
of
direct selling systems could have a material adverse effect on
your
sales efforts and lead to lower revenues.  You also state that
direct
selling programs of some other companies have been successfully
challenged in the past.  Please briefly describe these challenges
and
how they have affected direct selling companies.

"We are dependent on a limited number of independent suppliers and
.
. . .," page 12

21. You should identify any third parties that you substantially
rely
on for the supply or manufacturers of your products.  To the
extent
you are, please revise this risk factor to address your reliance
on
such parties.  In addition, if you have agreements with such
individuals, please describe the material terms of the agreement
in
the discussion of your Business and file the agreement as an
exhibit
to your registration statement. If you believe you are not
substantially dependent on your supply or manufacturing
agreements,
provide us with a supplemental analysis supporting your
determination.
22. Please indicate if these parties currently meet your supply
and
manufacturing requirements.  Additionally, if difficulties in
obtaining needed supplies have ever caused a material delay or
disruption to your business, please discuss.

"We face significant competition from existing suppliers of
products
similar to ours," page 12

23. Please revise your disclosure in this risk factor and
elsewhere
where applicable to identify those products which your key
competitors currently have or are developing and how you expect
your
competitors intend to compete with your products.

"Adverse publicity associated with our products, ingredients or
direct selling . . . .," page 13

24. Please revise to describe the type of negative publicity the
industry or you have received.

"We have primarily used one individual to formulate all of our
products, and the . . . .," page 14

25. Please indicate if you maintain any consulting or other formal
agreement with Dr. William Wheeler.  In addition, please describe
the
material terms of this agreement in an appropriate place of your
document and file the agreement as an exhibit.  To the extent you
have no such agreement, please indicate the reasons why you have
not
entered into an agreement given your stated reliance on him.

26. You state in this risk factor that Dr. Wheeler formulates
nutritional products which may compete with your products.  Please
revise to indicate whether any products currently compete with
your
products.

"A slower growth rate in the nutritional supplemental industry
could
lessen our . . . .," page 15

27. Please provide us with copies of the sources that support your
statement that the trend of significantly slower rate of growth in
your industry was reversed in 2003.  Please also identify the
source
in your risk factor and elsewhere in the document where you make
similar remarks.

"An active trading market for our securities may not be developed
or
sustained . . . .," page 16

28. Please revise this risk factor to reflect the idea that your
common stock is subject to the penny stock rules, which generally
have the effect of reducing the level of trading activity for your
stock.

29. To illustrate the limited market for your common stock, please
disclose the average daily trading volume over the most recent 30
day
period and the number of holders of your common stock as of a
recent
date.

"The representative has limited experience as a managing
underwriter,
which may . . . .," page 17

30. To better illustrate the risk you described in this risk
factor,
please disclose how long your managing underwriter has been in the
business of underwriting securities, and how many firm commitment
underwritings the representative has undertaken.

"Certain events could result in dilution of your ownership of our
common stock . . . .," page 17

31. Please disclose the number of shares of common stock
authorized
but currently unissued.

"The Class A and Class B public warrants may be redeemed on short
notice . . . .," page 17
32. Please revise your disclosure to indicate whether you may call
any of the warrants for redemption during a time when you do not
have
an effective registration statement for the exercise of the
warrants.
We do not pay cash dividends," page 18

33. Please be advised that so far as the risk to investors is
concerned, this risk states that you will not pay dividends, which
is
not a risk by itself to investors.  Clearly state that readers
should
not rely on an investment in your company if they require dividend
income and an income to them would only come from any rise in the
market price of your stock, which is uncertain and unpredictable.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 28
34. Please include a description, in qualitative and quantitative
terms, of any known trends or transactions that you reasonably
expect
will have a material impact on your results of operations and your
expectation of whether the present trend of net losses will
continue.
See Item 303(b)(1) of Regulation S-B.

35. Please discuss the uncertainty regarding the substantial doubt
regarding the company`s ability to continue as a going concern and
the expected effects of this uncertainty on operations and
financial
position.

Results of operations for the nine months ended September 30,
2004,
page 30

36. Please revise your discussion to include the specific product
or
products and the percentage that each product represented of your
net
sales for the period you have provided in this section.  Please
also
make similar changes to the other periods you discuss in your
Results
of Operations section.

Results of operations for the year ended December 31, 2003, page