UNITED STATES


                       SECURITIES AND EXCHANGE COMMISSION


                            Washington, D.C. 20549

                                  FORM 10-K/A
                                 Amendment #2

 [x] Annual Report Pursuant to Section 13 or 15(D) of the Securities Exchange
                                 Act of 1934


                  for the fiscal year ended DECEMBER 31, 2008


{u"} Transition Report Under Section 13 or 15(D) of the Securities Exchange Act
                                   of 1934


       for the transition period from _______________ to _______________


                      Commission File Number:  333-141929



                             CYBERSPACE VITA, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)


             Nevada                                               14-1982491
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)



                              122 Ocean Park Blvd.
                                   Suite 307
                        Santa Monica, California 90405
                   ----------------------------------------
                   (Address of principal executive offices)



                                (310) 396-1691
              --------------------------------------------------
              Registrant's telephone number, including area code



                 		      N/A
                 ---------------------------------------------
                  Former address if changed since last report


     Securities registered under Section 12(b) of the Exchange Act:   NONE





        Securities registered under Section 12(g) of the Exchange Act:


                   COMMON STOCK, PAR VALUE $0.001 PER SHARE


Check  whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities


Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was


required  to  file  such  reports),  and  (2)  has  been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]


Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in


this  form, and no disclosure will be contained, to the  best  of  registrant's
knowledge, in definitive proxy or


information  statements incorporated by reference in Part III of this Form 10-K
or any amendment to


this Form 10-K.  [ ]

Indicate by check  mark whether the registrant is a large accelerated filer, an
accelerated filer, a  non-accelerated filer or a smaller reporting company. See
the definitions of "large  accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer		[ ]
Accelerated Filer		[ ]
Non-Accelerated Filer		[ ]
(Do not check if a smaller reporting company)
Smaller Reporting Company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).


[X] Yes [  ] No


State issuer's revenues for its most recent fiscal year: $0.00


As of February 25, 2009, the aggregate market value of voting Common Stock held
by non-affiliates of the registrant based on the most recent quote on the OTCBB
of $.01 per share is $9,510.


State the number of shares outstanding  of  each  of  the  issuer's  classes of
common equity, as of the latest


practicable date: 4,951,000 shares of common stock as of February 25, 2009.


EXPLANATORY  NOTE:   This  amended  Form  10-K  addresses  and corrects certain
matters  raised in the SEC's Comment Letter to the Company dated  December  15,
2009.


<PAGE>
<PAGE>



                               TABLE OF CONTENTS

                                    PART I

ITEM 1.            BUSINESS.................................................2
ITEM 1A.           RISK FACTORS.............................................8
ITEM 1B.           UNRESOLVED STAFF COMMENTS...............................13
ITEM 2.            PROPERTIES..............................................13
ITEM 3.            LEGAL PROCEEDINGS.......................................13
ITEM 4.            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.....13

                                    PART II

ITEM 5.            MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
		   STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
		   SECURITIES..............................................14
ITEM 6.            SELECTED FINANCIAL DATA.................................15
ITEM 7.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
		   CONDITION AND RESULTS OF OPERATION......................15
ITEM 7A.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
		   RISK....................................................17
ITEM 8.            FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............17
ITEM 9.            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
		   ACCOUNTING AND FINANCIAL DISCLOSURE.....................18
ITEM 9A(T).        CONTROLS AND PROCEDURES.................................18
ITEM 9B.           OTHER INFORMATION.......................................19

                                   PART III

ITEM 10.           DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
		   GOVERNANCE..............................................19
ITEM 11.           EXECUTIVE COMPENSATION..................................20
ITEM 12.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
		   MANAGEMENT AND RELATED STOCKHOLDER MATTERS..............20
ITEM 13.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
		   DIRECTOR INDEPENDENCE...................................21
ITEM 14            PRINCIPAL ACCOUNTANT FEES AND SERVICES..................22

                                    PART IV

ITEM 15.           EXHIBITS, FINANCIAL STATEMENT SCHEDULES.................23

SIGNATURES


<PAGE>
FORWARD LOOKING STATEMENTS
Forward-Looking Statements
    This Annual  Report  on  Form  10-K (the "Report"), including "Management's
Discussion and Analysis of Financial  Condition  and  Results of Operations" in
Item 7 contains forward-looking statements within the meaning  of  the  Private
Securities Litigation Reform Act of 1995 regarding future events and the future
results  of  Cyberspace  Vita,  Inc.  and  its  consolidated  subsidiaries (the
"Company")  that  are  based  on management's current expectations,  estimates,
projections  and  assumptions about  the  Company's  business.  Words  such  as
"expects," "anticipates,"  "intends,"  "plans," "believes," "sees," "estimates"
and variations of such words and similar  expressions  are intended to identify
such forward-looking statements. These statements are not  guarantees of future
performance and involve risks, uncertainties and assumptions that are difficult
to predict. Therefore, actual outcomes and results may differ  materially  from
what  is  expressed  or  forecasted  in  such forward-looking statements due to
numerous factors, including, but not limited  to,  those discussed in the "Risk
Factors" section in Item 1A, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in Item 7 and elsewhere  in this Report as
well as those discussed from time to time in the Company's other Securities and
Exchange Commission filings and reports. In addition, such statements  could be
affected  by  general  industry  and  market  conditions.  Such forward-looking
statements  speak  only as of the date of this Report or, in the  case  of  any
document incorporated  by  reference,  the date of that document, and we do not
undertake  any obligation to update any forward-looking  statement  to  reflect
events or circumstances  after the date of this Report. If we update or correct
one  or  more forward-looking  statements,  investors  and  others  should  not
conclude that  we  will  make additional updates or corrections with respect to
other forward-looking statements.
                                    PART I

ITEM 1.  BUSINESS.

BACKGROUND

Cyberspace Vita, Inc. was  organized  on   November  7,  2006.    The Company's
original  business  plan was to create and conduct an online business  for  the
sale of vitamins and  supplements,  however,  the  Company  never generated any
meaningful  revenues,  On  May  5,  2008,  the Company discontinued  its  prior
business and changed its business plan.

The Company's current business plan is to seek, investigate, and, if warranted,
acquire  one or more properties or businesses,  and  to  pursue  other  related
activities intended to enhance shareholder value. The acquisition of a business
opportunity  may  be made by purchase, merger, exchange of stock, or otherwise,
and may encompass assets  or  a  business  entity, such as a corporation, joint
venture, or partnership. The Company has limited  capital,  and  it is unlikely
that the Company will be able to take advantage of more than one such  business
opportunity.  The  Company  intends  to  seek  opportunities  demonstrating the
potential of long-term growth as opposed to short-term earnings.

The  Company's  principal  shareholders are in contact with broker-dealers  and
other persons with whom they  are  acquainted  who  are  involved  in corporate
finance  matters to advise them of the Company's existence and to determine  if
any companies  or  businesses  they represent have an interest in considering a
merger or acquisition with the Company.  No  assurance  can  be  given that the
Company  will  be  successful  in  finding  or  acquiring  a desirable business
opportunity, given that limited funds are available for acquisitions,  or  that
any  acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.

The Company's  search  is  directed  toward  small and medium-sized enterprises
which  have  a  desire to become public corporations  and  which  are  able  to
satisfy, or anticipate in the reasonably near future being able to satisfy, the
minimum asset and  other requirements in order to qualify shares for trading on
NASDAQ SmallCap Market or a stock exchange (See "Investigation and Selection of
Business  Opportunities").   The   Company   anticipates   that   the  business
opportunities  presented to it may (i) be recently organized with no  operating
history, or a history  of  losses attributable to under-capitalization or other
factors; (ii) be experiencing  financial or operating difficulties; (iii) be in
need of funds to develop a new product  or  service  or  to  expand  into a new
market; (iv) be relying upon an untested product or marketing concept;  or  (v)
have  a  combination  of the characteristics mentioned in (i) through (iv). The
Company  intends  to concentrate  its  acquisition  efforts  on  properties  or
businesses that it  believes  to  be  undervalued.  Given  the  above  factors,
investors  should  expect that any acquisition candidate may have a history  of
losses or low profitability.

The  Company  does  not   propose   to   restrict  its  search  for  investment
opportunities  to  any  particular geographical  area  or  industry,  and  may,
therefore, engage in essentially  any  business,  to  the extent of its limited
resources.   This  includes  industries  such  as  service,  finance,   natural
resources,  manufacturing,   high  technology,  product  development,  medical,
communications  and  others. The  Company's  discretion  in  the  selection  of
business opportunities  is  unrestricted,  subject  to the availability of such
opportunities, economic conditions, and other factors.

Any  entity which has an interest in being acquired by,  or  merging  into  the
Company,  is  expected  to be an entity that desires to become a public company
and establish a public trading  market  for  its securities. In connection with
such  a merger or acquisition, it is highly likely  that  an  amount  of  stock
constituting control of the Company would be issued by the Company or purchased
from the  current principal shareholders of the Company by the acquiring entity
or its affiliates.  If  stock  is  purchased from the current shareholders, the
transaction is very likely to result  in  substantial gains to them relative to
their purchase price for such stock. In the  Company's  judgment,  none  of its
officers and directors would thereby become an "underwriter" within the meaning
of  the Section 2(11) of the Securities Act of 1933, as amended. The sale of  a
controlling  interest  by  certain  principal shareholders of the Company could
occur at a time when the other shareholders  of  the  Company remain subject to
restrictions on the transfer of their shares.

It  is  anticipated  that  business opportunities will come  to  the  Company's
attention  from  various  sources,   including   its   principal  shareholders,
professional  advisors  such as attorneys and accountants,  securities  broker-
dealers, venture capitalists,  members  of  the financial community, and others
who   may   present   unsolicited  proposals.  The  Company   has   no   plans,
understandings, agreements,  or commitments with any individual for such person
to act as a finder of opportunities for the Company.

<PAGE>	2

The Company does not foresee that  it  would enter into a merger or acquisition
transaction with any business with which  its  officers, directors or principal
shareholders  are currently affiliated. Should the  Company  determine  in  the
future,  contrary  to  foregoing  expectations,  that  a  transaction  with  an
affiliate  would  be in the best interests of the Company and its stockholders,
the Company is, in  general,  permitted  by  Nevada  law  to  enter into such a
transaction if:

    1. The material facts as to the relationship or interest of  the  affiliate
and  as to the contract or transaction are disclosed or are known to the  Board
of  Directors,  and  the  Board  in  good  faith  authorizes  the  contract  or
transaction  by  the  affirmative  vote  of  a  majority  of  the disinterested
directors,  even  though  the  disinterested directors constitute less  than  a
quorum; or

    2. The material facts as to  the  relationship or interest of the affiliate
and  as  to the contract or transaction are  disclosed  or  are  known  to  the
stockholders  entitled  to  vote  thereon,  and  the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

    3. The contract or transaction is fair as to the  Company as of the time it
is  authorized,  approved  or  ratified,  by  the  Board  of Directors  or  the
stockholders.

INVESTIGATION AND SELECTION OF BUSINESS OPPORTUNITIES

To a large extent, a decision to participate in a specific business opportunity
may  be made upon the principal shareholders' analysis of the  quality  of  the
other  company's management and personnel, the anticipated acceptability of new
products  or  marketing  concepts,  the  merit  of  technological  changes, the
perceived benefit the Company will derive from becoming a publicly held entity,
and  numerous other factors which are difficult, if not impossible, to  analyze
through  the  application  of  any objective criteria. In many instances, it is
anticipated that the historical  operations  of a specific business opportunity
may not necessarily be indicative of the potential  for  the  future because of
the possible need to access capital, shift marketing approaches  substantially,
expand significantly, change product emphasis, change or substantially  augment
management,  or  make  other  changes.  The  Company will be dependent upon the
owners of a business opportunity to identify any  such problems which may exist
and  to  implement,  or  be  primarily responsible for the  implementation  of,
required changes. Because the Company may participate in a business opportunity
with a newly organized firm or  with  a  firm  which is entering a new phase of
growth,  it should be emphasized that the Company  will  incur  further  risks,
because management  in  many  instances  will  not have proved its abilities or
effectiveness, the eventual market for such company's products or services will
likely  not  be  established,  and  such company may  not  be  profitable  when
acquired.

<PAGE>	3

It is anticipated that the Company will  not  be  able  to  diversify, but will
essentially  be  limited  to one such venture because of the Company's  limited
financial resources. This lack  of  diversification will not permit the Company
to offset potential losses from one business  opportunity  against profits from
another, and should be considered an adverse factor affecting  any  decision to
purchase the Company's securities.

It  is emphasized that the Company may effect transactions having a potentially
adverse  impact  upon  the Company's shareholders pursuant to the authority and
discretion of the Company's  management  and  board  of  directors  to complete
acquisitions  without  submitting  any  proposal to the stockholders for  their
consideration. Holders of the Company's securities  should  not anticipate that
the  Company  will  necessarily  furnish such holders, prior to any  merger  or
acquisition, with financial statements,  or any other documentation, concerning
a  target company or its business. In some  instances,  however,  the  proposed
participation  in  a  business opportunity may be submitted to the stockholders
for their consideration,  either  voluntarily  by  such  directors  to seek the
stockholders' advice and consent or because state law so requires.

The  analysis  of  business  opportunities  will be undertaken by or under  the
supervision of the Company's principal shareholders,  who  are not professional
business analysts. Although there are no current plans to do  so,  the  Company
might hire outside consultants to assist in the investigation and selection  of
business  opportunities, and might pay a finder's fee. Since the Company has no
current plans  to  use  any  outside  consultants  or advisors to assist in the
investigation and selection of business opportunities,  no  policies  have been
adopted regarding use of such consultants or advisors, the criteria to  be used
in  selecting  such  consultants  or advisors, the services to be provided, the
term of service, or regarding the total  amount  of  fees  that  may  be  paid.
However, because of the limited resources of the Company, it is likely that any
such  fees  the  Company  agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates  that  it will consider, among other things,
the following factors:

    1. Potential for growth and profitability,  indicated  by  new  technology,
anticipated market expansion, or new products;

    2. The Company's perception of how any particular business opportunity will
be received by the investment community and by the Company's stockholders;

    3. Whether, following the business combination, the financial condition  of
the  business opportunity would be, or would have a significant prospect in the
foreseeable  future  of  becoming  sufficient  to  enable the securities of the
Company  to  qualify  for  listing on an exchange or on  a  national  automated
securities quotation system,  such  as  NASDAQ,  so as to permit the trading of
such securities to be exempt from the requirements  of  Rule  15c2-6 adopted by
the   Securities   and  Exchange  Commission.  See  "Risk  Factors-The  Company
Regulation of Penny Stocks.";

    4. Capital requirements  and anticipated availability of required funds, to
be provided by the Company or  from  operations, through the sale of additional
securities,  through joint ventures or  similar  arrangements,  or  from  other
sources;

    5. The extent to which the business opportunity can be advanced;

    6. Competitive  position as compared to other companies of similar size and
experience within the  industry  segment  as  well  as within the industry as a
whole;

<PAGE>	4

    7. Strength and diversity of existing management,  or  management prospects
that are scheduled for recruitment;

    8. The cost of participation by the Company as compared  to  the  perceived
tangible and intangible values and potential; and

    9.  The  accessibility  of  required  management  expertise, personnel, raw
materials, services, professional assistance, and other required items.

In regard to the possibility that the shares of the Company  would  qualify for
listing  on  the  NASDAQ  SmallCap  Market,  the current standards include  the
requirements  that  the  issuer  of  the  securities   satisfy,   among   other
requirements, certain minimum levels of shareholder equity, market value or net
income.  Many  of the business opportunities that might be potential candidates
for a combination with the Company would not satisfy the NASDAQ SmallCap Market
listing criteria.

Not one of the factors  described above will be controlling in the selection of
a business opportunity and  the  Company  will  attempt  to analyze all factors
appropriate to each opportunity and make a determination based  upon reasonable
investigative measures and available data. Potentially, business  opportunities
may  occur  in  many different industries and at various stages of development,
all of which will  make  the  task of comparative investigation and analysis of
such business opportunities difficult  and  complex.  Potential  investors must
recognize  that,  because  of  the  Company's  limited  capital  available  for
investigation,  the  Company  may  not discover or adequately evaluate  adverse
facts about the opportunity to be acquired.

The  Company  is  unable to predict when  it  may  participate  in  a  business
opportunity.  Prior   to  making  a  decision  to  participate  in  a  business
opportunity, the Company  will  generally  request  that  it  be  provided with
written materials regarding the business opportunity containing such items as a
description  of  products,  services  and  company history; management resumes;
financial information; available projections,  with  related  assumptions  upon
which  they  are  based;  an  explanation of proprietary products and services;
evidence of existing patents, trademarks, or services marks, or rights thereto;
present and proposed forms of compensation  to  management;  a  description  of
transactions between such company and its affiliates during relevant periods; a
description  of  present  and  required  facilities;  an  analysis of risks and
competitive  conditions;  a  financial plan of operation and estimated  capital
requirements; audited financial  statements,  or  if  they  are  not available,
unaudited  financial  statements,  together  with  reasonable  assurances  that
audited financial statements would be able to be produced within  a  reasonable
period  of  time  following  completion  of  a  merger  transaction;  and other
information deemed relevant.

As  part  of  the Company's investigation, the Company's principal shareholders
may meet personally  with  management  and key personnel, may visit and inspect
material facilities, obtain independent  analysis  or  verification  of certain
information  provided,  check  references of management and key personnel,  and
take other reasonable investigative  measures,  to  the extent of the Company's
limited financial resources.

It is possible that the range of business opportunities that might be available
for consideration by the Company could be limited by  the  impact of Securities
and  Exchange  Commission  regulations  regarding purchase and sale  of  "penny
stocks." The regulations would affect, and  possibly  impair,  any  market that
might  develop in the Company's securities until such time as they qualify  for
listing  on  NASDAQ  or  on  another exchange which would make them exempt from
applicability of the "penny stock"  regulations. See "Risk Factors - Regulation
of Penny Stocks."

The Company believes that various types  of  potential  merger  or  acquisition
candidates might find a business combination with the Company to be attractive.
These  include  acquisition  candidates desiring to create a public market  for
their  shares  in  order  to  enhance   liquidity   for  current  shareholders,
acquisition candidates which have long-term plans for  raising  capital through
the public sale of securities and believe that the possible prior  existence of
a  public  market  for  their  securities  would be beneficial, and acquisition
candidates  which  plan  to  acquire  additional  assets  through  issuance  of
securities  rather  than  for  cash,  and  believe   that  the  possibility  of
development of a public market for their securities will  be  of  assistance in
that  process.  Acquisition candidates which have a need for an immediate  cash
infusion are not  likely  to  find  a  potential  business combination with the
Company to be an attractive alternative.

<PAGE>	5

There  are no loan arrangements or arrangements for  any  financing  whatsoever
relating to any business opportunities currently available.

FORM OF ACQUISITION

It is impossible  to predict the manner in which the Company may participate in
a business opportunity.  Specific  business  opportunities  will be reviewed as
well  as the respective needs and desires of the Company and the  promoters  of
the opportunity and, upon the basis of that review and the relative negotiating
strength  of  the  Company  and  such  promoters, the legal structure or method
deemed  by  management to be suitable will  be  selected.  Such  structure  may
include, but  is not limited to leases, purchase and sale agreements, licenses,
joint ventures and other contractual arrangements. The Company may act directly
or indirectly through  an  interest in a partnership, corporation or other form
of  organization.  Implementing   such   structure   may  require  the  merger,
consolidation or reorganization of the Company with other corporations or forms
of business organization, and although it is likely, there is no assurance that
the Company would be the surviving entity. In addition, the present management,
board of directors and stockholders of the Company most  likely  will  not have
control  of  a  majority  of  the  voting  shares  of  the  Company following a
reorganization  transaction.  As  part  of  such  a transaction, the  Company's
existing management and directors may resign and new  management  and directors
may be appointed without any vote by stockholders.

It  is  likely  that  the  Company will acquire its participation in a business
opportunity through the issuance  of  Common  Stock  or other securities of the
Company.  Although the terms of any such transaction cannot  be  predicted,  it
should be noted  that  in  certain  circumstances  the criteria for determining
whether  or not an acquisition is a so-called "tax free"  reorganization  under
the  Internal   Revenue  Code  of  1986,  depends  upon  the  issuance  to  the
stockholders of the  acquired  company  of  a controlling interest (i.e. 80% or
more) of the common stock of the combined entities  immediately  following  the
reorganization.  If  a  transaction  were structured to take advantage of these
provisions rather than other "tax free"  provisions provided under the Internal
Revenue Code, the Company's current stockholders  would retain in the aggregate
20% or less of the total issued and outstanding shares.  This  could  result in
substantial additional dilution in the equity of those who were stockholders of
the  Company  prior  to  such  reorganization.  Any such issuance of additional
shares  might also be done simultaneously with a sale  or  transfer  of  shares
representing   a   controlling   interest  in  the  Company  by  the  principal
shareholders.

It is anticipated that any new securities issued in any reorganization would be
issued in reliance upon exemptions,  if  any  are  available, from registration
under  applicable  federal and state securities laws.  In  some  circumstances,
however, as a negotiated  element  of the transaction, the Company may agree to
register such securities either at the  time the transaction is consummated, or
under certain conditions or at specified  times  thereafter.  The  issuance  of
substantial  additional  securities  and  their potential sale into any trading
market that might develop in the Company's  securities  may  have  a depressive
effect upon such market.

The  Company  will  participate  in  a  business  opportunity  only  after  the
negotiation  and  execution  of a written agreement. Although the terms of such
agreement  cannot be predicted,  generally  such  an  agreement  would  require
specific representations  and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs  if  the  transaction  is  not  closed,  set  forth
remedies upon default, and include miscellaneous other terms normally found  in
an agreement of that type.

As  a  general matter, the Company anticipates that it, and/or its officers and
principal  shareholders will enter into a letter of intent with the management,
principals or  owners  of a prospective business opportunity prior to signing a
binding agreement. Such  letter  of  intent  will  set  forth  the terms of the
proposed  acquisition  but  will  generally  not  bind  any  of the parties  to
consummate the transaction. Execution of a letter of intent will  by  no  means
indicate  that  consummation of an acquisition is probable. Neither the Company
nor any of the other  parties  to  the  letter  of  intent  will  be  bound  to
consummate  the  acquisition unless and until a definitive agreement concerning
the acquisition as described in the preceding paragraph is executed. Even after
a definitive agreement  is  executed, it is possible that the acquisition would
not be consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

<PAGE>	6

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and  execution  of  relevant  agreements,  disclosure
documents and other instruments will require substantial costs for accountants,
attorneys  and  others.  If a decision is made not to participate in a specific
business  opportunity,  the   costs   theretofore   incurred   in  the  related
investigation  might  not  be recoverable. Moreover, because many providers  of
goods and services require compensation at the time or soon after the goods and
services  are  provided,  the  inability   of  the  Company  to  pay  until  an
indeterminate future time may make it impossible  to  procure  such  goods  and
services.

In  all probability, upon completion of an acquisition or merger, there will be
a change  in  control  through  issuance of substantially more shares of common
stock. Further, in conjunction with an acquisition or merger, it is likely that
the principal shareholders may offer  to sell a controlling interest at a price
not relative to or reflective of a price  which could be achieved by individual
shareholders at the time.

INVESTMENT COMPANY ACT AND OTHER REGULATION

The Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The  Company does not, however, intend
to engage primarily in such activities. Specifically,  the  Company  intends to
conduct  its  activities  so  as  to  avoid  being classified as an "investment
company" under the Investment Company Act of 1940  (the  "Investment Act"), and
therefore to avoid application of the costly and restrictive  registration  and
other  provisions  of  the  Investment  Act,  and  the  regulations promulgated
thereunder.

Section 3(a) of the Investment Act contains the definition  of  an  "investment
company,"  and  it  excludes  any entity that does not engage primarily in  the
business of investing, reinvesting  or  trading in securities, or that does not
engage in the business of investing, owning,  holding  or  trading  "investment
securities"  (defined  as  "all securities other than government securities  or
securities of majority-owned  subsidiaries")  the value of which exceeds 40% of
the value of its total assets (excluding government  securities,  cash  or cash
items).  The  Company  intends to implement its business plan in a manner which
will result in the availability  of  this  exception  from  the  definition  of
"investment  company."  Consequently, the Company's participation in a business
or opportunity through the  purchase  and sale of investment securities will be
limited.

The Company's plan of business may involve  changes  in  its capital structure,
management, control and business, especially if it consummates a reorganization
as discussed above. Each of these areas is regulated by the  Investment Act, in
order to protect purchasers of investment company securities. Since the Company
will not register as an investment company, stockholders will  not  be afforded
these protections.

Any securities which the Company might acquire in exchange for its Common Stock
are expected to be "restricted securities" within the meaning of the Securities
Act  of  1933,  as  amended  (the "Act"). If the Company elects to resell  such
securities, such sale cannot proceed  unless  a registration statement has been
declared  effective  by  the U. S. Securities and  Exchange  Commission  or  an
exemption from registration  is  available.  Section  4(1)  of  the  Act, which
exempts  sales  of  securities  not  involving  a  distribution,  would  in all
likelihood  be  available  to  permit  a  private  sale.  Although  the plan of
operation  does not contemplate resale of securities acquired, if such  a  sale
were to be necessary,  the  Company  would  be  required  to  comply  with  the
provisions of the Act to effect such resale.

An  acquisition made by the Company may be in an industry which is regulated or
licensed   by  federal,  state  or  local  authorities.  Compliance  with  such
regulations can be expected to be a time-consuming and expensive process.

<PAGE>	7

COMPETITION

The Company  expects  to  encounter  substantial  competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture  capital  affiliates  of
large  industrial  and  financial  companies,  small  investment companies, and
wealthy  individuals.  Many  of these entities will have significantly  greater
experience, resources and managerial  capabilities  than  the  Company and will
therefore  be  in  a  better  position  than  the  Company to obtain access  to
attractive business opportunities.

EMPLOYEES

As of December 31, 2008, the Company had no employees.

ITEM 1A.  RISK FACTORS

RISK FACTORS

THERE  ARE  SEVERAL  MATERIAL RISKS ASSOCIATED WITH THE  COMPANY.   YOU  SHOULD
CAREFULLY  CONSIDER  THE   RISKS   AND  UNCERTAINTIES  DESCRIBED  BELOW,  WHICH
CONSTITUTE ALL OF THE MATERIAL RISKS  RELATING  TO  THE COMPANY.  IF ANY OF THE
FOLLOWING  RISKS ARE REALIZED, OUR BUSINESS, OPERATING  RESULTS  AND  FINANCIAL
CONDITION COULD  BE  HARMED.   THIS MEANS INVESTORS COULD LOSE ALL OR A PART OF
THEIR INVESTMENT.


(a) CONFLICTS OF INTEREST. Certain  conflicts of interest may exist between the
Company and its officers, directors and principal shareholders. They have other
business interests to which they devote  their  attention, and they will devote
little time to the business of the Company. As a  result, conflicts of interest
may arise that can be resolved only through exercise  of  such  judgment  as is
consistent   with  fiduciary  duties  to  the  Company.  See  "Management"  and
"Conflicts of Interest."

(b) NEED FOR ADDITIONAL FINANCING. The Company has very limited funds, and such
funds  may not  be  adequate  to  take  advantage  of  any  available  business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest  in,  or  complete  a  transaction  with,  a business opportunity, the
Company  may not have enough capital to exploit the opportunity.  The  ultimate
success of the Company may depend upon its ability to raise additional capital.
The Company  has not investigated the availability, source, or terms that might
govern the acquisition  of  additional  capital  and  will  not  do so until it
determines  a need for additional financing. If additional capital  is  needed,
there is no assurance  that  funds  will  be  available  from any source or, if
available, that they can be obtained on terms acceptable to the Company. If not
available,  the  Company's  operations  will be limited to those  that  can  be
financed with its modest capital.

(c) REGULATION OF PENNY STOCKS. The Company's  securities  may  be subject to a
Securities  and  Exchange  Commission rule that imposes special sales  practice
requirements upon broker-dealers who sell such securities to persons other than
established customers or accredited  investors.  For  purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in  excess  of  $5,000,000,  or  individuals having a net worth  in  excess  of
$1,000,000 or having an annual income  that  exceeds  $200,000  (or  that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the  rule, the broker-dealer must make a special suitability determination  for
the purchaser  and receive the purchaser's written agreement to the transaction
prior to the sale.  Consequently,  the  rule  may affect the ability of broker-
dealers to sell the Company's securities and also  may  affect  the  ability of
purchasers  in this offering to sell their securities in any market that  might
develop therefore.

<PAGE>	8

In addition,  the  Securities  and  Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such  rules include Rules 3a51-1, 15g-1, 15g-
2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and  15g-9  under the Securities Exchange
Act of 1934, as amended. Because the securities of  the  Company may constitute
"penny stocks" within the meaning of the rules, the rules  would  apply  to the
Company  and  to  its  securities.  The rules may further affect the ability of
owners of Shares to sell the securities of the Company in any market that might
develop for them.

Shareholders  should  be  aware  that, according  to  Securities  and  Exchange
Commission, the market for penny stocks  has  suffered  in  recent  years  from
patterns  of  fraud  and abuse. Such patterns include (i) control of the market
for the security by one  or  a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false  and  misleading  press  releases;  (iii) "boiler
room"  practices  involving  high-pressure sales tactics and unrealistic  price
projections by inexperienced sales persons; (iv) excessive and undisclosed bid-
ask differentials and markups  by selling broker-dealers; and (v) the wholesale
dumping of the same securities by  promoters  and  broker-dealers  after prices
have  been  manipulated to a desired level, along with the resulting inevitable
collapse of those prices and with consequent investor losses.

(d) LACK OF OPERATING  HISTORY.  The  majority  interest  in  the  Company  was
purchased in May 2008 for the purpose of seeking a business opportunity. Due to
the special risks inherent in the investigation, acquisition, or involvement in
a  new  business opportunity, the Company must be regarded as a new or start-up
venture with  all of the unforeseen costs, expenses, problems, and difficulties
to which such ventures are subject.

(e) NO ASSURANCE  OF  SUCCESS  OR PROFITABILITY. There is no assurance that the
Company will acquire a favorable  business  opportunity.  Even  if  the Company
should become involved in a business opportunity, there is no assurance that it
will  generate  revenues  or profits, or that the market price of the Company's
Common Stock will be increased thereby.

(f) POSSIBLE BUSINESS - NOT  IDENTIFIED  AND  HIGHLY RISKY. The Company has not
identified and has no commitments to enter into  or acquire a specific business
opportunity and therefore can disclose the risks and  hazards  of a business or
opportunity  that  it  may  enter  into  in  only a general manner, and  cannot
disclose the risks and hazards of any specific  business or opportunity that it
may enter into. An investor can expect a potential  business  opportunity to be
quite  risky.  The  Company's  acquisition  of  or participation in a  business
opportunity will likely be highly illiquid and could  result in a total loss of
investment to the Company and its stockholders if the business  or  opportunity
proves to be unsuccessful. See Item 1 "Description of Business."

(g) TYPE OF BUSINESS ACQUIRED. The type of business to be acquired may  be  one
that  desires  to  avoid effecting its own public offering and the accompanying
expense,  delays, uncertainties,  and  federal  and  state  requirements  which
purport to  protect  investors. Because of the Company's limited capital, it is
more likely than not that  any  acquisition  by  the Company will involve other
parties whose primary interest is the acquisition  of  control  of  a  publicly
traded  company.  Moreover,  any business opportunity acquired may be currently
unprofitable or present other negative factors.

(h) IMPRACTICABILITY OF EXHAUSTIVE  INVESTIGATION.  The Company's limited funds
and  the  lack  of full-time management will likely make  it  impracticable  to
conduct a complete  and  exhaustive  investigation  and  analysis of a business
opportunity before the Company commits its capital or other  resources thereto.
Decisions  will therefore likely be made without detailed feasibility  studies,
independent  analysis,  market  surveys  and the like which, if the Company had
more  funds  available  to  it,  would  be  desirable.   The  Company  will  be
particularly  dependent in making decisions upon information  provided  by  the
promoter, owner,  sponsor,  or  others associated with the business opportunity
seeking the Company's participation.  A  significant  portion  of the Company's
available  funds may be expended for investigative expenses and other  expenses
related  to preliminary  aspects  of  completing  an  acquisition  transaction,
whether or not any business opportunity investigated is eventually acquired.

<PAGE>	9

(i) LACK OF  DIVERSIFICATION.  Because  of the limited financial resources that
the Company has, it is unlikely that the  Company will be able to diversify its
acquisitions or operations. The Company's probable  inability  to diversify its
activities  into  more  than  one  area  will  subject  the Company to economic
fluctuations  within a particular business or industry and  therefore  increase
the risks associated with the Company's operations.

(j) RELIANCE UPON  FINANCIAL  STATEMENTS.  The  Company  generally will require
audited  financial statements from companies that it proposes  to  acquire.  In
cases where  no audited financials are available, the Company will have to rely
upon interim period  unaudited  information  received  from  target  companies'
management that has not been verified by outside auditors. The lack of the type
of  independent  verification which audited financial statements would provide,
increases the risk  that  the Company, in evaluating an acquisition with such a
target company, will not have  the  benefit  of  full  and accurate information
about  the  financial  condition and recent interim operating  history  of  the
target company. This risk increases the prospect that the acquisition of such a
company might prove to be  an unfavorable one for the Company or the holders of
the Company's securities.

Moreover, the Company will be  subject  to  the  reporting  provisions  of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be  required  to  furnish  certain  information about significant acquisitions,
including audited financial statements  for  any  business  that  it  acquires.
Consequently, acquisition prospects that do not have, or are unable to  provide
reasonable  assurances  that  they will be able to obtain, the required audited
statements  would not be considered  by  the  Company  to  be  appropriate  for
acquisition so  long  as  the  reporting  requirements  of the Exchange Act are
applicable.  Should  the  Company, during the time it remains  subject  to  the
reporting provisions of the  Exchange Act, complete an acquisition of an entity
for which audited financial statements  prove  to  be unobtainable, the Company
would  be  exposed  to  enforcement  actions  by  the Securities  and  Exchange
Commission  (the "Commission") and to corresponding  administrative  sanctions,
including permanent  injunctions  against  the  Company and its management. The
legal and other costs of defending a Commission enforcement  action  would have
material, adverse consequences for the Company and its business. The imposition
of  administrative  sanctions  would  subject  the  Company  to further adverse
consequences.  In  addition,  the  lack  of audited financial statements  would
prevent the securities of the Company from  becoming  eligible  for  listing on
NASDAQ, or on any existing stock exchange.

Moreover, the lack of such financial statements is likely to discourage broker-
dealers from becoming or continuing to serve as market makers in the securities
of the Company. Without audited financial statements, the Company would  almost
certainly be unable to offer securities under a registration statement pursuant
to  the Securities Act of 1933, and the ability of the Company to raise capital
would  be  significantly limited until such financial statements were to become
available.

(k) OTHER REGULATION.  An  acquisition made by the Company may be of a business
that  is  subject to regulation  or  licensing  by  federal,  state,  or  local
authorities.  Compliance with such regulations and licensing can be expected to
be  a  time-consuming,   expensive  process  and  may  limit  other  investment
opportunities of the Company.

(l) LIMITED PARTICIPATION  OF  MANAGEMENT.  The  Company currently has only one
individual who is serving as its sole officer and  director  on a very limited-
time  basis.  The  Company  is  therefore  heavily  dependent upon the  skills,
talents, and abilities of the principal shareholders  to implement its business
plan. See "Management."

(m) LACK OF CONTINUITY IN MANAGEMENT. The Company does  not have any employment
agreements  with  its  officers  and directors, and as a result,  there  is  no
assurance they will continue to be  associated  with the Company in the future.
In  connection with acquisition of a business opportunity,  it  is  likely  the
current  officers and directors of the Company may resign subject to compliance
with Section  14f  of the Securities Exchange Act of 1934. A decision to resign
will be based upon the  identity  of the business opportunity and the nature of
the transaction, and is likely to occur  without  the  vote  or  consent of the
stockholders of the Company.

<PAGE>	10

(n) NO INDEPENDENT AUDIT COMMITTEE OF BOARD OF DIRECTORS. The Company  does not
have an independent Audit Committee of its Board of Directors. The entire Board
of Directors functions as the Company's Audit Committee. The Sarbanes-Oxley Act
of  2002  ("Sarbanes-Oxley Act") and rules and regulations adopted by the  U.S.
Securities  and  Exchange  Commission Rules to implement the Sarbanes-Oxley Act
impose certain standards on  listed  companies  relative to the maintenance and
operations of Board of Directors Audit Committees, including but not limited to
the requirement that Audit Committees be appointed,  that  membership  of  such
committees  comprise  only independent directors, that a financial professional
be among the membership  of  such committee and that such committee be afforded
an adequate operating budget and  be  able  to  employ independent professional
advisors. The Sarbanes-Oxley Act also requires that the Audit Committee oversee
the  work  of a company's outside auditors and that  the  outside  auditors  be
responsible  to  the  Audit  Committee.  At  this  time,  the Company is not in
compliance with the requirements of the Sarbanes-Oxley Act  as  they  relate to
independent  Board  of  Directors  Audit  Committees. The Company believes that
under  rules  and  regulations  adopted by the  U.S.  Securities  and  Exchange
Commission to implement these provisions  of  the  Sarbanes-Oxley Act it is not
required  to comply with its requirements relating to  the  appointment  of  an
Audit Committee  of  its  Board of Directors and conforming with the enumerated
standards and guidelines because  the  Company  is  not  a  "Listed Company" as
defined therein. Notwithstanding, the Company may ultimately  be determined not
to be in compliance therewith and may therefore face penalties and restrictions
on  its  operations  until  it  comes  into full compliance. Additionally,  the
Company's failure to comply with the provisions of the Sarbanes-Oxley Act could
preclude it from being listed on NASDAQ  or  any other stock exchanges until it
can show that it is in compliance. The Company's  failure  to  be in compliance
with  the  Sarbanes-Oxley Act could also present an impediment to  a  potential
business combination  where  the  target company intends that the Company apply
for listing on NASDAQ or any other applicable stock exchanges.

(o) INDEMNIFICATION OF OFFICERS AND  DIRECTORS. Nevada Statutes provide for the
indemnification  of  its  directors, officers,  employees,  and  agents,  under
certain circumstances, against  attorney's  fees and other expenses incurred by
them  in  any  litigation  to  which they become a  party  arising  from  their
association with or activities on  behalf of the Company. The Company will also
bear  the expenses of such litigation  for  any  of  its  directors,  officers,
employees,  or  agents,  upon  such  person's  promise  to  repay  the Company;
therefore, if it is ultimately determined that any such person shall  not  have
been  entitled  to indemnification. This indemnification policy could result in
substantial expenditures by the Company which it will be unable to recoup.

(p) DEPENDENCE UPON  OUTSIDE  ADVISORS.  To  supplement the Company's officers,
directors and principal shareholders, the Company  may  be  required  to employ
accountants, technical experts, appraisers, attorneys, or other consultants  or
advisors.  The  selection  of  any  such  advisors  will be made by the Company
without any input from stockholders. Furthermore, it  is  anticipated that such
persons  may be engaged on an "as needed" basis without a continuing  fiduciary
or other obligation  to  the  Company.  In  the  event the Company considers it
necessary  to  hire outside advisors, such persons may  be  affiliates  of  the
Company, if they are able to provide the required services.

(q) LEVERAGED TRANSACTIONS.  There  is  a possibility that any acquisition of a
business opportunity by the Company may be  leveraged,  i.e.,  the  Company may
finance  the  acquisition of the business opportunity by borrowing against  the
assets of the business  opportunity  to  be  acquired, or against the projected
future revenues or profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business  opportunity acquired through a
leveraged  transaction is profitable only if it generates  enough  revenues  to
cover the related  debt  and  expenses.  Failure  to  make payments on the debt
incurred to purchase the business opportunity could result  in  the  loss  of a
portion  or all of the assets acquired. There is no assurance that any business
opportunity  acquired  through a leveraged transaction will generate sufficient
revenues to cover the related debt and expenses.

(r) COMPETITION. The search  for  potentially profitable business opportunities
is intensely competitive. The Company  expects  to  be  at  a disadvantage when
competing  with  many  firms  that  have  substantially  greater financial  and
management  resources  and  capabilities  than  the Company. These  competitive
conditions  will  exist  in  any  industry  in  which the  Company  may  become
interested.

(s) NO FORESEEABLE DIVIDENDS. The Company has not  paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.

<PAGE>	11

(t)  LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS.  The  Company  may
consider  an  acquisition in which the Company would issue as consideration for
the business opportunity  to  be acquired an amount of the Company's authorized
but  unissued Common Stock that  would,  upon  issuance,  represent  the  great
majority  of  the voting power and equity of the Company. The result of such an
acquisition would  be  that  the acquired company's stockholders and management
would control the Company, and  the Company's board of directors and management
could be replaced by persons unknown  at  this time. Such a merger would result
in a greatly reduced percentage of ownership  of  the  Company  by  its current
shareholders.

(u) RULE 144 SALES. The majority of the outstanding shares of Common Stock held
by present stockholders are "restricted securities" within the meaning  of Rule
144  under  the Securities Act of 1933, as amended. As restricted shares, these
shares may be  resold  only  pursuant to an effective registration statement or
under  the  requirements  of Rule  144  or  other  applicable  exemptions  from
registration under the Act  and  as  required under applicable state securities
laws. Rule 144 provides in essence that  a person (other than an "Affiliate" of
the Company) who has held restricted securities  for  six (6) months may, under
certain  conditions,  sell  any  part  or  all  of  its holdings  in  brokerage
transactions provided that the Company continues to satisfy the "current public
information"  requirement.  There  is  no  limit  on the amount  of  restricted
securities  that may be sold by non-Affiliated shareholders  and  there  is  no
requirement  that   the   Company  satisfy  the  "current  public  information"
requirement after a non-Affiliate  shareholder has held its shares for a period
of one year.  After a holding period  of six months, non-Affiliate shareholders
are eligible to sell a number of shares  that  does  not  exceed the greater of
1.0%  of  a  company's outstanding common stock or the average  weekly  trading
volume during  the four calendar weeks prior to the sale in any ninety (90) day
period thereafter.   Finally, notwithstanding the foregoing rules, shareholders
who  acquired their shares  during  a  time  that  the  Company  was  a  "shell
corporation"  or if the Company later became a "shell corporation", cannot sell
their shares pursuant  to  Rule 144 until the passage of one year following the
date  the  Company ceases to be  a  "shell  corporation"  by  filing  "Form  10
information"  with the SEC.  A sale under Rule 144 or under any other exemption
from the Act, if available, or pursuant to subsequent registration of shares of
Common Stock of  present  stockholders,  may  have a depressive effect upon the
price of the Common Stock in any market that may  develop.  All  shares  become
available for resale (subject to volume limitations for affiliates) under  Rule
144,  one year after date of purchase subject to applicable volume restrictions
under the Rule.


GOING CONCERN QUALIFICATION

Our auditors  have  prepared  their report on the auditied financial statements
contained in this Annual Report on a going concern basis which contemplates the
realization of assets and liquidation  of liabilities in the ordinary course of
business; however, currently such realization  of  assets  and  liquidation  of
liabilities are subject to significant uncertainties.

As  shown  in  the accompanying audited financial statements as of December 31,
2008, our current  liabilities  exceed  our  current  assets by $34,814 and our
total  liabilities exceed our total assets by $34,814.   These  factors,  among
others,  indicate  that  we may be unable to continue existence.  The financial
statements do not include  any  adjustments  relating to the recoverability and
classification of recorded asset amounts or the  amounts  and classification of
liabilities  that  might  be  necessary  should  we  be unable to  continue  in
existence.

The  appropriateness  by  the Company of continuing to use  the  aforementioned
basis of accounting is dependent  upon,  among  other  things,  the  ability to
maintain and increase existing credit facilities or raise additional capital.

NO RIGHTS OF DISSENTING SHAREHOLDERS

The  Company  does  not  intend  to  provide Company shareholders with complete
disclosure documentation including audited  financial  statements, concerning a
possible  target  company  prior  to  acquisition,  because  Nevada  law  vests
authority  in  the  Board of Directors to decide and approve matters  involving
acquisitions within certain  restrictions.  Any transaction would be structured
as an acquisition, not a merger, with the Registrant  being  the parent company
and the acquiree being merged into a wholly owned subsidiary.

<PAGE>	12

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.PROPERTIES.

As of December 31, 2008, the Company did not own or lease any properties.


ITEM 3.    LEGAL PROCEEDINGS

As  of  December  31,  2008,  the  Company  was  not a party to any pending  or
threatened legal proceedings.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 9, 2008, the Board of Directors of the Company  unanimously adopted the
following resolution:

1)    To  approve  an amendment to the Company's Articles of  Incorporation  to
increase the Company's  authorized  capital  to  110,000,000  shares comprising
100,000,000  shares  of  Common Stock par value $.001 per share and  10,000,000
shares of Preferred Stock par value $0.001 per share.

Thereafter, on June 9, 2008,  pursuant  to  the  By-Laws  of  the  Company  and
applicable Nevada law, a principal stockholder of the Company holding 4,000,000
shares  of  Common  Stock, representing approximately 80.8% of the total issued
and outstanding Common  Stock,  adopted  a resolution to authorize the Board of
Directors (1) to amend the Company's Articles  of Incorporation to increase the
Company's  authorized  capital  to  110,000,000 shares  comprising  100,000,000
shares of Common Stock par value $.001  per  share  and  10,000,000  shares  of
Preferred Stock par value $0.001 per share.

An  Information  Statement detailing this action was mailed to all stockholders
of the Company on or about June 24, 2008 and the action became effective twenty
(20) days following  the  date  of mailing.  The Company filed a Certificate of
Amendment of its Certificate of Incorporation  with  the  Nevada  Secretary  of
State on July 15, 2008 which amended the Company's Articles of Incorporation to
increase  the  Company's  authorized  capital  to 110,000,000 shares comprising
100,000,000 shares of Common Stock par value $.001  per  share  and  10,000,000
shares of Preferred Stock par value $0.001 per share.

Other than the aforementioned actions, no matters were submitted to a  vote  or
for  the  written consent of security shareholders, through the solicitation of
proxies or  otherwise,  during  the fiscal year ended December 31, 2008, and no
meeting of shareholders was held.

<PAGE>	13

PART II.

ITEM 5.     MARKET FOR REGISTRANT'S  COMMON EQUITY; RELATED STOCKHOLDER MATTERS
AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES

MARKET PRICE


Our common stock is quoted on OTC Bulletin  Board,  under  the  trading  symbol
"CYBV.OB".  The  market  for our stock is highly volatile. We cannot assure you
that there will be a market  in  the  future  for  our  common  stock.  The OTC
Bulletin  Board  securities  are  not  listed  and  traded  on  the floor of an
organized  national  or  regional  stock exchange. Instead, OTC Bulletin  Board
securities transactions are conducted  through a telephone and computer network
connecting  dealers  in stocks. OTC Bulletin  Board  stocks  are  traditionally
smaller companies that do not meet the financial and other listing requirements
of a regional or national stock exchange.


The following table shows  the  high and low prices of our common shares on the
OTC Bulletin Board for each quarter  since  our  common stock began to trade on
the OTC Bulletin Board in January 2008. The following quotations reflect inter-
dealer  prices, without retail mark-up, mark-down or  commission  and  may  not
necessarily represent actual transactions:


PERIOD                           	HIGH 	LOW
------					-----	-----
January 1, 2008 - March 31, 2008 	$0.30	$0.05
April 1, 2008 - June 30, 2008    	$0.19	$0.05
July 1, 2008-September 30, 2008  	$0.07	$0.04
October 1, 2008-December 31, 2008	$0.05	$0.01


OPTIONS AND WARRANTS

None of the shares of our common stock are subject to outstanding options or
warrants.

NOTES PAYABLE

At December  31,  2008,  the  Company  had  loans  and notes outstanding from a
shareholder in the aggregate amount of $34,517, which represents amounts loaned
to the Company to pay the Company's expenses of operation.  On June 30, 2008, a
shareholder  payable  was exchanged for a 6% convertible promissory note with a
principal balance of $8,111 due and payable on June 30, 2009.  On September 30,
2008, an additional shareholder payable was  exchanged  for  a  convertible  6%
promissory  note  with  a  principal  balance  of  $11,500  due  and payable on
September 30, 2009. On December 31, 2008, the Company exchanged the convertible
promissory  notes dated June 30, 2008 and September 30, 2008, together with  an
additional shareholder payable in the  amount of $14,906 for a promissory  note
in the amount of  $34,517 bearing simple interest at a rate of 6% per annum due
and payable on December 30, 2009.

STATUS OF OUTSTANDING COMMON STOCK

As of December 31, 2008, we had a total of 4,951,000 shares of our common stock
outstanding.   Of  these  shares,  4,000,000  are  held  by "affiliates" of the
Company and the remaining shares are either registered or   may  be transferred
subject  to  the requirements of Rule 144.  We have not agreed to register  any
additional outstanding shares of our common stock under the Securities Act.

HOLDERS

We have issued  an  aggregate  of  4,951,000  shares  of  our  common  stock to
approximately 30 record holders.

DIVIDENDS

We  have  not  paid  any  dividends  to date, and have no plans to do so in the
immediate future.

RECENT SALES OF UNREGISTERED SECURITIES

None.

<PAGE>	14

PURCHASES OF EQUITY SECURITIES

The Company has never purchased nor does  it  own  any equity securities of any
other issuer.

ITEM 6.     SELECTED FINANCIAL DATA

YEAR ENDED


                                12/31/08     12/31/07     12/31/06
				----------   ----------	  ----------
Revenues                      	$        -   $        -   $        -
Net loss                      	$  (50,580)  $  (24,244)  $   (4,268)
Net loss per share            	$    (0.01)  $    (0.01)  $        -
Weighted average no. shares      4,951,000    4,470,126    4,000,000
Stockholders' deficit         	$  (34,814)  $   (7,462)  $     (268)
Total assets                  	$        -   $       23   $      732
Total liabilities             	$   34,814   $    7,485   $    1,000



ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATION



OVERVIEW

Cyberspace  Vita,  Inc.  was organized on  November 7,  2006.    The  Company's
original business plan was  to  create  and  conduct an online business for the
sale  of vitamins and supplements, however, the  Company  never  generated  any
meaningful  revenues.  On  May  5,  2008,  the  Company  discontinued its prior
business and changed its business plan.

The Company's current business plan is to seek, investigate, and, if warranted,
acquire  one  or  more  properties or businesses, and to pursue  other  related
activities intended to enhance shareholder value. The acquisition of a business
opportunity may be made by  purchase,  merger, exchange of stock, or otherwise,
and may encompass assets or a business entity,  such  as  a  corporation, joint
venture, or partnership. The Company has limited capital, and  it  is  unlikely
that  the Company will be able to take advantage of more than one such business
opportunity.  The  Company  intends  to  seek  opportunities  demonstrating the
potential of long-term growth as opposed to short-term earnings.

RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

As  of December 31, 2008, we had no cash,a working capital deficit  of  $34,814
and an  accumulated  deficit  during  the  development stage of $79,092 through
December 31, 2008.  Our operating activities  used  $57,768  in  cash  for  the
fiscal  year ended December 31, 2008, while our operations used $16,759 cash in
the fiscal  year  ended  December  31, 2007.  The increase in uses of operating
cash was primarily attributable to the  Company  incurring  management advisory
fees  of $26,500 during the fiscal year ended December 31, 2008  and  increased
professional  fees.   We received $0.00 in revenue during the fiscal year ended
December 31, 2008.

Management believes that  the  Company will require a cash infusion of at least
$25,000 for the next twelve months.   Historically,  we  have depended on loans
from our principal shareholders and their affiliated companies  to  provide  us
with working capital as required.  There is no guarantee that such funding will
be  available when required and there can be no assurance that our stockholders
will continue making loans or advances to us in the future.

On June  30,  2008, a shareholder  payable  was  exchanged for a 6% convertible
promissory note  with  a  principal balance of $8,111 due and payable  on  June
30,   2009.  On September 30,  2008,  an  additional  shareholder  payable  was
exchanged  for a convertible  6%  promissory  note  with a principal balance of
$11,500 due  and  payable  on   September  30,  2009. On December 31, 2008, the
Company exchanged the convertible promissory notes  dated  June  30,  2008  and
September  30,  2008,  together  with  an additional shareholder payable in the
amount of $14,906for a promissory note in  the  amount of $34,517bearing simple
interest at a rate of 6% per annum due and payable on December 30, 2009.

<PAGE>	15

TWELVE MONTHS ENDED DECEMBER 31, 2008 COMPARED TO DECEMBER 31, 2007

The following table summarizes the results of our  operations during the fiscal
years ended December 31, 2008 and 2007, respectively,  and provides information
regarding the dollar and percentage increase or (decrease) from the current 12-
month period to the prior 12-month period:

<TABLE>
<CAPTION>
<S><C><C>

										PERCENTAGE
          LINE ITEM          	12/31/08	12/31/07	INCREASE	INCREASE
                              	(AUDITED) 	(AUDITED) 	(Decrease)	(Decrease)
				--------	--------	---------	---------
Revenues                        $      0        $      0        $	0            0.0%
Operating expenses                50,283     	  24,244           26,039            107%
Net loss                         (50,580)   	 (24,244)          26,336            109%
Loss per share of common stock      0.01       	    0.01             0.00            0.0%

</TABLE>

We recorded a net loss of $50,580 for the fiscal year ended  December  31, 2008
as  compared with a net loss of $24,244 for the fiscal year ended December  31,
2007.   The  increase  in  net  loss  was primarily attributable to the Company
incurring management advisory fees of $26,500  during  the  fiscal  year  ended
December 31, 2008 and increased professional fees.

OFF BALANCE SHEET ARRANGEMENTS

We  do  not have any off balance sheet arrangements that have or are reasonably
likely to  have  a current or future effect on our financial condition, changes
in financial condition,  revenues or expenses, results of operations, liquidity
or capital expenditures or  capital  resources that are material to an investor
in our securities.

SEASONALITY

Our operating results are not affected by seasonality.

INFLATION

Our business and operating results are  not  affected  in  any  material way by
inflation.

CRITICAL ACCOUNTING POLICIES

The Securities and Exchange Commission issued Financial Reporting  Release  No.
60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most  critical accounting policies.  In Financial Reporting Release No. 60, the
Securities  and  Exchange  Commission  has defined the most critical accounting
policies as the ones that are most important  to  the  portrayal of a company's
financial condition and operating results, and require management  to  make its
most difficult and subjective judgments, often as a result of the need to  make
estimates of matters that are inherently uncertain.  The nature of our business
generally  does  not  call for the preparation or use of estimates.  Due to the
fact that the Company does  not  have any operating business, we do not believe
that we do not have any such critical accounting policies.


<PAGE>	16

ITEM 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a "smaller reporting company" as  defined  by Item 10 of Regulation S-K, the
Company is not required to provide information required by this Item.




ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Set forth below are the audited financial statements  for the Company as of and
for  the  fiscal  years ended December 31, 2008 and 2007 and  the  period  from
inception (November 7, 2006) through December 31, 2008, and the reports thereon
of De Joya Griffith & Company, LLC.


<PAGE>	17

                             CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)

                             FINANCIAL STATEMENTS

                               DECEMBER 31, 2008
                               DECEMBER 31, 2007


                                   CONTENTS



REPORT OF THE INDEPENDENT REGISTERED
PUBLIC ACCOUNTING                               F-1
-----------------------------------------------------------------------------



CONSOLIDATED FINANCIAL STATEMENTS

   Balance Sheets                         	F-2

   Statements of Operations               	F-3

   Statement of Stockholders' Deficit           F-4

   Statements of Cash Flows               	F-5

   Notes to the Financial Statements      	F-6-8
-----------------------------------------------------------------------------


<PAGE>




            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Cyberspace Vita, Inc.
Las Vegas, NV


We have audited the  accompanying balance sheets of Cyberspace Vita, Inc. as of
December  31,  2008  and  2007,  and  the  related  statements  of  operations,
stockholders' deficit,  and  cash  flows  for  the  years  then  ended and from
inception  (November  7,  2006)  through  December  31,  2008.  These financial
statements   are   the   responsibility   of   the  Company's  management.  Our
responsibility is to express an opinion on these  financial statements based on
our audit.

We conducted our audit in accordance with the standards  of  the Public Company
Accounting  Oversight  Board (United States). Those standards require  that  we
plan and perform the audit  to  obtain  reasonable  assurance about whether the
financial  statements  are  free of material misstatement.  An  audit  includes
examining, on a test basis, evidence  supporting the amounts and disclosures in
the  financial  statements. An audit also  includes  assessing  the  accounting
principles used and  significant  estimates  made  by  management,  as  well as
evaluating  the  overall financial statement presentation. We believe that  our
audit provides a reasonable basis for our opinion.

In our opinion, the  financial  statements referred to above present fairly, in
all material respects, the financial  position  of  Cyberspace Vita, Inc. as of
December 31, 2008 and 2007, and the results of its operations  and  cash  flows
for the years then ended and from inception (November 7, 2006) through December
31, 2008 in conformity with U.S. generally accepted accounting principles.

The  accompanying  financial statements have been prepared assuming the Company
will continue as a going  concern.  As  discussed  in  Note  4 to the financial
statements,  the  Company has suffered recurring losses from operations,  which
raise substantial doubt  about  its  ability  to  continue  as a going concern.
Management's plans in regard to these matters are also described in Note 4. The
financial statements do not include any adjustments that might  result from the
outcome of this uncertainty.

De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC
Henderson, NV
February 25, 2009






                2580 Anthem Village Drive, Henderson, NV  89052
             Telephone (702) 588-5960  -  Facsimile (702) 588-5979


<PAGE>	F-1


                           			 CYBERSPACE VITA, INC.
                         		     (A DEVELOPMENT STAGE COMPANY)
                                		    BALANCE SHEETS

<TABLE>
<CAPTION>
<S><C> <C>
                                                                                          DECEMBER 31,       DECEMBER 31,
                                                                                             2008               2007
                                                                                           (AUDITED)          (AUDITED)
											 -------------	    -------------
                                        ASSETS
CURRENT ASSETS
    Cash                                                                                 $           -      $          23
											 -------------	    -------------
TOTAL CURRENT ASSETS                                                                                 -                 23
											 -------------	    -------------
TOTAL ASSETS                                                                             $           -      $          23
											 =============	    =============
                         LIABILITIES & STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
    Accounts payable                                                                     $           -      $       7,485
    Accrued interest                                                                               297                  -
    Loans due to shareholders                                                                   34,517                  -
											 -------------	    -------------
TOTAL LIABILITIES                                                                               34,814              7,485
											 -------------	    -------------

STOCKHOLDERS' DEFICIT
    Preferred stock, par value $0.001, 10,000,000 shares authorized, no shares issued                -                  -
      and outstanding at December 31, 2008 and December 31, 2007, respectively
    Common stock, par value $0.001, 100,000,000 shares authorized, 4,951,000 shares              4,951              4,951
      issued and outstanding at December 31, 2008 and December 31, 2007, respectively
    Additional paid-in capital                                                                  39,327             16,099
    Deficit accumulated during the development stage                                           (79,092)           (28,512)
											 -------------	    -------------
TOTAL STOCKHOLDERS' DEFICIT                                                                    (34,814)            (7,462)
											 -------------	    -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                              $           -      $          23
											 =============	    =============

</TABLE>

  The accompanying notes are an integral part of these financial statements
<PAGE>	F-2


<TABLE>
<CAPTION>
<S><C><C>
                            	     CYBERSPACE VITA, INC.
                         	(A DEVELOPMENT STAGE COMPANY)
                           	   STATEMENTS OF OPERATIONS



                                                                           ACCUMULATED FROM  INCEPTION
                                              YEAR ENDED DECEMBER 31,          (NOVEMBER 7, 2006)
                                               2008            2007           TO DECEMBER 31, 2008
                                             (AUDITED)       (AUDITED)              (AUDITED)
					   ------------	  ------------		-----------------
REVENUE                                    $          -   $          -   	$		-


Expenses:
    General and administrative                   29,163          3,125                     32,288
    Professional fees                            21,120         21,119                     46,507
					   ------------	  ------------		-----------------
Total operating expenses                         50,283         24,244                     78,795

Other expenses
        Interest expense                            297              -                        297

NET LOSS                                   $    (50,580)  $    (24,244)  	$         (79,092)
					   ============	  ============		=================
NET LOSS PER COMMON SHARE                  $       0.01   $       0.01   	$
					   ============	  ============		=================
Weighted average number of common shares      4,951,000      4,470,126
					   ============	  ============
</TABLE>




   The accompanying notes are an integral part of these financial statements
<PAGE>	F-3



<TABLE>
<CAPTION>
<S><C><C>

                             			CYBERSPACE VITA INC.
                        		  (A DEVELOPMENT STAGE COMPANY)
                      			STATEMENT OF STOCKHOLDERS' DEFICIT

                                                                                           	Deficit
                                                                                         	Accumulated
                                                        	Common        	Additional      During the
                         Preferred  Preferred	Common  	Stock          	Paid-in       	Development
                           Shares     Amount  	Shares  	Amount		Capital         Stage         	Total
			 ---------  ---------	------------	----------	----------	-----------	---------
Balance - November 7,            -  $ 	    -   $    	   -	$    	 -      $ 	 -	$	  -	$	-
2006 (Date of
Inception)

Common stock sold for            -          -	  40,000,000        40,000         (36,000)               -         4,000
cash

Net loss                         -          -        	   -             -               -           (4,268)       (4,268)
			 ---------  ---------	------------	----------	----------	-----------	---------
Balance at December              -          -	  40,000,000        40,000         (36,000)          (4,268)         (268)
31, 2006

Common stock sold for            -          -  	     951,000           951           8,559                -         9,510
cash

Capital contributed              -          -       	   -             -           7,540     		  -         7,540
through forgiveness of
debt

Donation of shares               -          -	 (36,000,000)      (36,000)         36,000             	  -             -

Net loss                         -          -        	   -             -               -          (24,244)      (24,244)
			 ---------  ---------	------------	----------	----------	-----------	---------
Balance - December 31,           -          -	   4,951,000         4,951          16,099          (28,512)       (7,462)
2007

Additional paid-in               -          -        	   -             -          23,228                -        23,228
capital

Net loss                         -          -         	   -             -               -          (50,580)      (50,580)
			 ---------  ---------	------------	----------	----------	-----------	---------
Balance - December 31,           -	    -	$  4,951,000    $    4,951      $   39,327      $   (79,092)    $ (34,814)
2008 (audited)
			 =========  =========	============	==========	==========	===========	=========
</TABLE>

  The accompanying notes are an integral part of these  financial statements
<PAGE>	F-4


<TABLE>
<CAPTION>
<S><C><C>


                            CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                           STATEMENTS OF CASH FLOWS
                                                                                       		      ACCUMULATED
                                                                                                         FROM
                                                                                                      INCEPTION
                                                                       YEAR ENDED DECEMBER 31,    (NOVEMBER 7, 2006)
                                                                       2008             2007        TO  DECEMBER 31,
                                                                     (AUDITED)        (AUDITED)          2008
                                                                                                       (AUDITED)
								    ----------	    ----------	    --------------
CASH FLOWS RELATING TO OPERATING ACTIVITIES
    Net loss                                                        $  (50,580)     $  (24,244)     $      (79,092)
    Adjustments to reconcile net loss to net cash used in
      operating activities:
    Change in operating assets and liabilities:
         Increase (decrease) in accounts payable                        (7,485)          7,485                   -
         Increase in accrued interest                                      297               -                 297
								    ----------	    ----------	    --------------
    Net cash used in operating activities                              (57,768)        (16,759)            (78,795)
								    ----------	    ----------	    --------------
CASH FLOWS RELATING TO FINANCING ACTIVITIES
    Proceeds in loans due to shareholders                               34,517           6,540              42,057
    Additional paid-in capital                                          23,228               -              23,228
    Proceeds from issuance of common stock                                   -           9,510              13,510
								    ----------	    ----------	    --------------
    Net cash provided by financing activities                           57,745          16,050              78,795
								    ----------	    ----------	    --------------

DECREASE IN CASH                                                           (23)           (705)                  -
CASH, BEGINNING OF PERIOD                                                   23             732                   -
								    ----------	    ----------	    --------------
CASH, END OF PERIOD                                                 $        -      $       23      $            -
								    ==========	    ==========	    ==============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
    Cash paid during the period for interest                        $        -      $        -      $            -
    Cash paid during the period for income taxes                    $        -      $        -      $            -

CAPITAL CONTRIBUTED FROM THE CANCELLATION OF COMMON STOCK           $        -      $   36,000      $       36,000
								    ==========	    ==========	    ==============
</TABLE>




  The accompanying notes are an integral part of these financial statements

<PAGE>	F-5


                             CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS
                          DECEMBER 31, 2008 AND 2007
                                   (AUDITED)

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

BUSINESS DESCRIPTION

Cyberspace Vita, Inc. (the "Company") was incorporated under the   laws  of the
State of Nevada on November 7, 2006.  The purpose for which the Corporation  is
organized  is  to  engage in any lawful act or activity for which a corporation
may  be  organized  under   the   General   Corporation   Law  of  the State of
Nevada.   The  Company's original business plan was to create  and  conduct  an
online business  for the sale of vitamins and supplements, however, the Company
never  generated  any   meaningful  revenues.  On  May  5,  2008,  the  Company
discontinued its prior business  and  changed its business plan.  The Company's
current business plan is to seek, investigate,  and,  if warranted, acquire one
or  more  properties  or  businesses,  and  to pursue other related  activities
intended to enhance shareholder value.  The Company  has limited operations and
in accordance with SFAS No. 7, "Accounting and Reporting  by  Development Stage
Enterprises", the Company is considered a development stage company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

The  financial  statements  have  been  prepared  using  the  accrual basis  of
accounting.  Under  the accrual basis of accounting, revenues are  recorded  as
earned and expenses are  recorded  at  the  time  liabilities are incurred. The
Company has adopted a December 31 year-end.

B. CASH EQUIVALENTS

The Company considers all highly liquid investments  with  a  maturity of three
months or less when purchased to be cash equivalents.

C. USE OF ESTIMATES

The  preparation of financial statements in conformity with generally  accepted
accounting  principles  requires  management  to make estimates and assumptions
that affect the reported amounts of assets and  liabilities  and  disclosure of
contingent  assets and liabilities at the date of the financial statements  and
the reported  amounts  of  revenues  and  expenses during the reporting period.
Actual results could differ from those estimates.

D. DEVELOPMENT STAGE

The Company continues to devote substantially  all  of its efforts to exploring
potential targets for a business combination through  the  purchase  of assets,
share purchase or exchange, merger or similar type of transaction.

E. BASIC EARNINGS PER SHARE

In  February,  1997, the FASB issued SFAS No. 128, "Earnings Per Share",  which
specifies  the  computation,   presentation  and  disclosure  requirements  for
earnings (loss) per share for entities  with  publicly  held common stock. SFAS
No. 128 supersedes the provisions of APB No. 15, and requires  the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share.

<PAGE>	F-6

                             CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS
                          DECEMBER 31, 2008 AND 2007
                                   (AUDITED)

Basic net loss per share amounts is computed by dividing the net  income by the
weighted  average  number  of  common shares outstanding. Diluted earnings  per
share are the same as basic earnings  per  share  due  to  the lack of dilutive
items in the Company.

F. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial  Accounting
Standards  No.  109  (SFAS 109), "Accounting for Income Taxes". A deferred  tax
asset or liability is  recorded for all temporary differences between financial
and tax reporting and net  operating  loss  carryforwards. Deferred tax expense
(benefit) results from the net change during  the  year  of deferred tax assets
and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in  the  opinion
of management, it is more likely than not that  some  portion  or  all  of  the
deferred tax assets will not be realized. Deferred tax assets  and  liabilities
are adjusted for the effects of changes in tax laws and rates on  the  date  of
enactment.

G. REVENUE RECOGNITION

The Company has not recognized any revenues from its operations.

H. SHARE-BASED PAYMENT

The Company has adopted SFAS 123 (R) "Share-Based Payment", which addresses the
accounting for share-based payment transactions. SFAS No. 123(R) eliminates the
ability to account for share-based compensation transactions  using APB 25, and
generally requires instead that such transactions be accounted  and  recognized
in the statement of operations based on their fair value.

During the years ended December 31, 2008 and 2007, there were no stock  options
granted or outstanding.

I. RECENT ACCOUNTING PRONOUNCEMENTS

In  September  2006,  the  FASB  issued  SFAS No. 157 ("SFAS 157"), "Fair Value
Measurements".  SFAS 157  defines  fair  value,  establishes  a  framework  for
measuring  fair  value under GAAP, and expands  disclosures  about  fair  value
measurements. This  statement  is effective for financial statements issued for
fiscal years beginning after November 15,  2007.  In  February  2008,  the FASB
agreed to delay the effective date of SFAS 157 for all non-financial assets and
non-financial  liabilities,  except  those that are recognized or disclosed  at
fair value in the financial statements  on  a  recurring basis, to fiscal years
beginning after November 15, 2008. As of December 31,  2008, the Company's fair
values of its financial assets and liabilities, which consist  of cash and cash
equivalents,  interest payable and loans due to shareholders approximate  their
carrying amount due to the short period of time to maturity.

In February 2007,  the  FASB  issued SFAS No. 159 ("SFAS 159"), "The Fair Value
Option for Financial Assets and  Financial Liabilities - Including an Amendment
of FASB Statement No. 115". This statement provides companies with an option to
measure, at specified election dates,  many  financial  instruments and certain
other items at fair value that are not currently measured  at  fair  value.   A
company  that  adopts SFAS 159 will report unrealized gains and losses on items
for which the fair value option has been elected in earnings at


<PAGE>	F-7

                             CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS
                          DECEMBER 31, 2008 AND 2007
                                   (AUDITED)

I. RECENT ACCOUNTING PRONOUNCEMENTS (CON'T)

each subsequent  reporting  date.  This statement also establishes presentation
and disclosure requirements designed to facilitate comparisons between entities
that choose different measurement attributes  for  similar  types of assets and
liabilities.  This  statement  is  effective  for fiscal years beginning  after
November 15, 2007. The Company adopted this statement  on  January 1, 2008. The
adoption  did  not  have  a  material  impact on its results of operations  and
financial position.

In  December  2007,  FASB  issued  SFAS No. 160   ("SFAS 160"),  "Interests  in
Consolidated Financial Statements - an amendment of  ARB No. 51", which impacts
the accounting for minority interest in the consolidated  financial  statements
of filers. The statement requires the reclassification of minority interest  to
the  equity  section  of  the  balance  sheet  and  the results from operations
attributed  to  minority  interest to be included in net  income.  The  related
minority interest impact on  earnings would then be disclosed in the summary of
other comprehensive income. The  statement  is  applicable for all fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. The
adoption of this standard will require prospective  treatment.  The  Company is
currently evaluating the effect that the adoption of SFAS 160 will have  on its
results of operations and financial position. However, the adoption of SFAS 160
is  not  expected  to  have  a  material  impact  on  the  Company's  financial
statements.

In   December   2007,  FASB  issued  SFAS No. 141(R)  ("SFAS 141R"),  "Business
Combinations", which  impacts  the  accounting  for  business combinations. The
statement  requires  changes  in  the  measurement  of assets  and  liabilities
required in favor of a fair value method consistent with  the guidance provided
in  SFAS 157  (see above).  Additionally, the statement requires  a  change  in
accounting for  certain  acquisition  related expenses and business adjustments
which no longer are considered part of  the  purchase  price.  Adoption of this
standard is required for fiscal years beginning after December 15,  2008. Early
adoption  of this standard is not permitted. The statement requires prospective
application  for  all  acquisitions  after the date of adoption. The Company is
currently evaluating the effect that the  adoption  of SFAS 141(R) will have on
its results of operations and financial position. However, the adoption of SFAS
141(R)  is  not expected to have a material impact on the  Company's  financial
statements.

In March 2008,  the  FASB  issued  SFAS  No. 161, "Disclosures about Derivative
Instruments and Hedging Activities", an amendment  of  SFAS  No.  133. SFAS 161
applies to all derivative instruments and non-derivative instruments  that  are
designated  and qualify as hedging instruments pursuant to paragraphs 37 and 42
of SFAS 133 and  related  hedged  items  accounted for under SFAS 133. SFAS 161
requires   entities   to  provide  greater  transparency   through   additional
disclosures about how and  why  an  entity  uses  derivative  instruments,  how
derivative  instruments  and related hedged items are accounted  for under SFAS
133 and its related interpretations, and how derivative instruments and related
hedged items affect an entity's  financial position, results of operations, and
cash flows. SFAS 161 is effective  as  of  the  beginning  of an entity's first
fiscal year that begins after November 15, 2008. The Company  does  not  expect
the adoption of SFAS 161 will have a material impact on its financial condition
or results of operation.

In April 2008, the FASB issued FSP FAS 142-3, "Determination of the Useful Life
of  Intangible  Assets".   This guidance is intended to improve the consistency
between the useful life of a  recognized  intangible  asset under SFAS No. 142,
"Goodwill and Other Intangible Assets", and the period  of  expected cash flows
used  to  measure  the fair value of the asset under SFAS No. 141(R)  when  the
underlying arrangement  includes  renewal  or  extension  of  terms  that would
require

<PAGE>	F-8

                             CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS
                          DECEMBER 31, 2008 AND 2007
                                   (AUDITED)

I. RECENT ACCOUNTING PRONOUNCEMENTS (CON'T)

substantial  costs  or  result  in  a  material  modification to the asset upon
renewal or extension.  Companies estimating the useful  life  of  a  recognized
intangible  asset must now consider their historical experience in renewing  or
extending similar  arrangements  or,  in the absence of  historical experience,
must consider assumptions that market participants  would  use about renewal or
extension  as  adjusted  for  SFAS  No.  142's  entity-specific factors.   This
standard is effective for fiscal years beginning  after  December 15, 2008, and
is  applicable  to the Company's fiscal year beginning January  1,  2009.   The
Company does not  anticipate  that the adoption of this FSP will have an impact
on its results of operations or financial condition.

In May 2008, the FASB issued SFAS  No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation  of  FASB  Statement No. 60."  SFAS 163
requires that an insurance enterprise recognize a claim  liability  prior to an
event   of   default  (insured  event)  when  there  is  evidence  that  credit
deterioration  has occurred in an insured financial obligation.  This Statement
also clarifies how  Statement  60  applies  to  financial  guarantee  insurance
contracts, including the recognition and measurement to be used to account  for
premium  revenue  and  claim  liabilities.  Those  clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by  insurance enterprises. This Statement requires expanded  disclosures  about
financial   guarantee   insurance  contracts.  The  accounting  and  disclosure
requirements of the Statement  will improve the quality of information provided
to users of financial statements.   SFAS  163  will  be effective for financial
statements  issued  for fiscal years beginning after December  15,  2008.   The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.

NOTE 3. WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares
of common or preferred stock.

NOTE 4. GOING CONCERN

The accompanying  financial  statements  have  been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of the
Company as a going concern.   The  Company  is  considered  a development stage
company, has not  begun  generating revenue, and has experienced  recurring net
operating  losses.  The Company had a net loss of $50,580 and $24,244  for  the
years  ended  December 31, 2008  and  2007, respectively, and a working capital
deficiency  of  $34,814   and  $7,462   at   December  31,   2008   and   2007,
respectively.  These  factors   raise  substantial   doubt  about the Company's
ability  to continue as a going concern. These financial  statements   do   not
include  any   adjustments  relating to the recoverability  and  classification
of recorded asset  amounts,  or amounts  and classification of liabilities that
might result from this uncertainty.

The  Company  is dependent on advances  from  its  principal  shareholders  for
continued funding.  There are no commitments or guarantees from any third party
to provide such funding  nor  is  there  any guarantee that the Company will be
able to access the funding it requires to continue its operations.


<PAGE>	F-9

                             CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS
                          DECEMBER 31, 2008 AND 2007
                                   (AUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

As of June 30, 2007, we  had borrowed $7,540 from a shareholder.  This loan was
unsecured, carried no interest,  and was due on demand. In July 2007, this loan
was forgiven by the shareholder and  contributed to the capital of the Company.

At  December  31, 2008, the Company had loans  and  notes  outstanding  from  a
shareholder in the aggregate amount of $34,517, which represents amounts loaned
to the Company  to  pay  the  Company's operating expenses. On June 30, 2008, a
shareholder payable was  exchanged  for a 6% convertible promissory note with a
principal balance of $8,111 due and payable  on  June  30,  2009.  On September
30, 2008, an additional shareholder payable was exchanged for a convertible  6%
promissory   note  with a principal balance  of  $11,500  due  and  payable  on
September 30, 2009. On December 31, 2008, the Company exchanged the convertible
promissory notes  dated  June 30, 2008 and September 30, 2008, together with an
additional shareholder payable in the amount of $14,906for a promissory note in
the amount of $34,517 bearing simple interest at a rate of 6% per annum due and
payable on December 30, 2009.

Effective as of May 5, 2008, the Company entered into a Services Agreement with
Fountainhead  Capital Management  Limited  ("FHM"),  a  shareholder  who  holds
approximately 80.8%  of  the Company's issued and outstanding common stock. The
term of the Services Agreement  is one year and the Company is obligated to pay
FHM a quarterly fee in the amount  of $10,000, in cash or in kind, on the first
day of each calendar quarter commencing May 5, 2008. Total fees paid to FHM for
the year ended December 31, 2008 were $26,500.

 NOTE 6. INCOME TAXES

During  the  year  ended  December  31,  2007,  the Company  adopted  Financial
Accounting  Standards  Board  (FASB) Interpretation  No.  48,  "Accounting  for
Uncertainty  in  Income  Taxes" (FIN  48),  which  supplements  SFAS  No.  109,
"Accounting for Income Taxes,"  by  defining  the  confidence  level that a tax
position must meet in order to be recognized in the financial statements.   The
Interpretation  requires  that the tax effects of a position be recognized only
if it is "more-likely-than-not"  to  be sustained based solely on its technical
merits as of the reporting date.  The more-likely-than-not threshold represents
a positive assertion by management that  a  company is entitled to the economic
benefits of a tax position.  If a tax position  is  not considered more-likely-
than-not to be sustained based solely on its technical  merits  no  benefits of
the  tax  position  are  to  be recognized.  Moreover, the more-likely-than-not
threshold must continue to be met in each reporting period to support continued
recognition of a benefit.  With  the adoption of FIN 48, companies are required
to adjust their financial statements  to  reflect only those tax positions that
are more-likely-than-not to be sustained.   Any  necessary  adjustment would be
recorded directly to retained earnings and reported as a change  in  accounting
principle.

As  of  December 31, 2008 we have fully allowed for any deferred tax assets  as
management  has  detemined  that  it  is  more-likely-than-not  that we will no
sustain the use of our net operating loss carryforwards.


The components of the Company's deferred  tax asset as of December 31, 2008 and
2007 are as follows:


<PAGE>	F-10



                             CYBERSPACE VITA, INC.
                         (A DEVELOPMENT STAGE COMPANY)
                       NOTES TO THE FINANCIAL STATEMENTS
                          DECEMBER 31, 2008 AND 2007
                                   (AUDITED)


NOTE 6. INCOME TAXES (CON'T)


                                     	2008      	2007
                                  	--------   	--------
Net operating loss carry forward        $ 79,092	$ 24,244
Valuation allowance                      (79,092)        (24,244)
                                  	--------   	--------
Net deferred tax asset                  $      -        $      -
                                        ========   	========

A reconciliation of income taxes computed at the statutory rate to the income
tax amount recorded is as follows:

                                     	2008      	2007
                                  	--------   	--------
Tax at statutory rate (35%)             $ 27,682   	$ 10,000
Increase in valuation allowance          (27,682)     	 (10,000)
                                  	--------   	--------
Net deferred tax asset                  $      -        $      -
                                	========   	========

Upon  adoption  of  FIN 48  as  of  January 1,  2008, the Company had no  gross
unrecognized  tax  benefits  that, if recognized, would  favorably  affect  the
effective income tax rate in future periods.  At  December 31, 2008, the amount
of gross unrecognized tax benefits before valuation  allowances  and the amount
that would favorably affect the effective  income  tax  rate in future  periods
after valuation allowances were $0. These amounts consider  the guidance in FIN
48-1,  "Definition  of Settlement in FASB Interpretation No. 48".   The Company
has not accrued any additional  interest  or  penalties  as  a  result  of  the
adoption  of FIN 48.

The  Company files income tax returns in the United States federal jurisdiction
and   certain   states   in  the  United States.  No tax returns are  currently
under examination by any tax authorities.


NOTE 7. STOCKHOLDERS' DEFICIT
The stockholders' equity section  of the Company contains the following classes
of capital stock as of December 31, 2008:

   *   Preferred  stock,  $0.001 par  value:  10,000,000 shares authorized; -0-
       shares issued and outstanding.

   *   Common   stock,  $0.001  par value:   100,000,000   shares   authorized;
       4,951,000 shares issued and outstanding.

   *   In November 2006, the Company  issued  40,000,000  shares  of its common
       stock to its  directors in exchange for services totaling $4,000.

   *   In  May  2007,  the Company issued 506,000 (post stock split) shares  of
       common stock for  cash  proceeds.  These  shares were sold for $0.10 per
       share for total consideration of $5,060.

   *   In August 2007, the Companny issued 445,000 (post stock split) shares of
       common stock for cash proceeds. These shares  were  sold  for  $0.10 per
       share for total consideration of $4,450.

   *   In October 2007, the Company initiated a 10:1  stock  split,  which  has
       been presented on a retoroactive basis. As a result of the stock  split,
       total shares outstanding increased  from  4,095,100  to  40,951,000. The
       stock split was accounted for as a stock dividend after additional paid-
       in capital was reduced to zero.

   *   In October 2007, concurrent with the 10:1  stock  split,  a  shareholder
       cancelled 36,000,000 shares of his  own  stock, which was reflected as a
       donation of shares. As a result, there were 4,951,000  shares of  common
       stock issued and outstanding.

   *   During the twelve months ended December 31, 2008,  Fountainhead  Capital
       Management  Limited contributed $19,606  as  additional paid-in  capital
       for which no new shares were issued.

   *   As indicate by the Stock Purchase Agreement dated April 15, 2008 by  and
       among Henry C. Casden and  Fountainhead  Capital  Management  Limited, a
       contribution to capital was made  for  certain  outstanding  liabilities
       totaling $3,622.


<PAGE>	F-11

ITEM 9.      CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A(T).  CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer performed  an
evaluation  of  the  Company's  disclosure  controls and procedures. Disclosure
controls and procedures include, without limitation,  controls  and  procedures
designed  to  ensure that information required to be disclosed by an issuer  in
the reports that  it files or submits under the Securities Exchange Act of 1934
is accumulated and communicated to the issuer's management, including its Chief
Executive Officer and  Chief  Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.  Based  on  this evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that the Company's
disclosure controls and procedures are effective as of December 31, 2008.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

CYBERSPACE VITA, INC.

REPORT OF MANAGEMENT

Management prepared, and is responsible for, the financial  statements  and the
other  information  appearing  in  this annual report. The financial statements
present fairly the Company's financial position, results of operations and cash
flows  in conformity with U.S. generally  accepted  accounting  principles.  In
preparing its financial statements, the Company includes amounts that are based
on estimates  and  judgments  that Management believes are reasonable under the
circumstances. The Company's financial  statements have been audited by De Joya
Griffith  &  Company,  LLC, an independent registered  public  accounting  firm
appointed by the Company's Board of Directors. Management has made available to
De Joya Griffith & Company,  LLC  all  of  the  Company's financial records and
related  data,  as  well  as  the minutes of the stockholders'  and  Directors'
meetings.

MANAGEMENT'S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing  and  maintaining  adequate internal
control  over  financial reporting. The Company's internal control  system  was
designed to provide  reasonable  assurance  to  the  Company's  Management  and
Directors   regarding  the  preparation  and  fair  presentation  of  published
financial statements.

Because of its  inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to  future  periods  are  subject  to  the risk that controls may
become  inadequate  because of changes in conditions, or  that  the  degree  of
compliance with the policies or procedures may deteriorate.

Management assessed the  effectiveness  of  the Company's internal control over
financial  reporting as of December 31, 2008.  This  assessment  was  based  on
criteria established  in  Internal  Control-Integrated  Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission  (COSO). Based
on  our  assessment,  we  believe  that  as of December 31, 2008, the Company's
internal control over financial reporting is effective based on those criteria.

This  annual report does not include an attestation  report  of  the  company's
registered  public  accounting  firm  regarding internal control over financial
reporting. Management's report was not  subject to attestation by the company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company  to  provide  only management's
report in this annual report.


<PAGE>	18

/S/  Geoffrey Alison
--------------------
Geoffrey Alison
Chief Executive Officer



CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no  changes  in  the  Company's  internal  controls  over  financial
reporting during the  fiscal  year  ended  December  31, 2008  that  materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

ITEM 9B.   OTHER INFORMATION

None

                                   PART III.

ITEM 10.         DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


Set  forth  below  is  the name of our sole director and executive officer, his
age, all positions and offices that he held with us, the period during which he
has served as such, and his business experience during at least the  last  five
years.


NAME           	   AGE	  POSITIONS HELD
Geoffrey Alison	   36 	  CEO, CFO President,Treasurer and Secretary since 2008

Geoffrey Alison  has  been CEO, CFO, President,Treasurer and Secretary  of  the
Company  since  May 2008.  He is registered with the  National  Association  of
Securities Dealers since 1999 and has worked as a general securities  principal
for various securities firms  including Stock USA, Inc. (January 1999 - October
2001) and  Assent,  LLC  (November 2001 - August  2004).  From  September  2004
through the  present  date, Mr. Alison has been a registered general securities
principal with ECHOtrade, a  Philadelphia Exchange member firm, as a securities
trader  for  his  own capital and benefit. From July 2003 through January 2005,
The served as Chief Financial Officer, Secretary and a director of Intrac, Inc.
(OTCBB:ITRD);  from  January 2005 through January 2006, he served as President,
Secretary and a director of  Cape Coastal Trading Corporation (OTCBB:CCTR)  and
he has served as President, Treasurer, Secretary and a  director of Travel Hunt
Holdings, Inc. (OTCBB:TVHT)  since August 2007. In  October,  2002,  Mr. Alison
co-created  Greenvest Industries, Inc.  which  manufactures pet products  under
the brand name Happy Tails Pet Beds. Mr. Alison is currently President and  CEO
of Greenvest Industries, Inc.

Mr. Alison devotes less than  5%  of  his  business  time to the affairs of the
Company.   The time Mr. Alison spends on the business affairs  of  the  Company
varies from  week  to  week and is based upon the needs and requirements of the
Company.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

We do not currently have an audit committee financial expert, nor do we have an
audit committee.  Our entire  board  of  directors, which currently consists of
Mr. Alison, handles the functions that would  otherwise  be handled by an audit
committee.  We do not currently have the capital resources to pay director fees
to a qualified independent expert who would be willing to  serve  on  our board
and who would be willing to act as an audit committee financial expert.  As our
business  expands and as we appoint others to our board of directors we  expect
that we will  seek  a  qualified  independent  expert to become a member of our
board of directors.  Before retaining any such expert  our  board  would make a
determination as to whether such person is independent.

<PAGE>	19

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Act of 1934 requires the Company's officers and
directors, and greater than 10% stockholders, to file reports of ownership  and
changes  in  ownership  of  its  securities  with  the  Securities and Exchange
Commission.  Copies  of  the  reports  are  required  by SEC regulation  to  be
furnished to the Company. Based on management's review  of these reports during
the fiscal year ended December 31, 2008, all reports required  to be filed were
filed on a timely basis.


CODE OF ETHICS

Our  board  of  directors  has  adopted  a  code  of  ethics that our officers,
directors  and  any  person who may perform similar functions  is  subject  to.
Currently Mr. Alison is  our  only officer and our sole director, therefore, he
is the only person subject to the  Code  of  Ethics.   If  we retain additional
officers  in  the  future to act as our principal financial officer,  principal
accounting officer, controller or persons serving similar functions, they would
become subject to the Code of Ethics.  The Code of Ethics does not indicate the
consequences of a breach  of  the  code.   If  there  is a breach, the board of
directors would review the facts and circumstances surrounding  the  breach and
take  action  that it deems appropriate, which action may include dismissal  of
the employee who  breached the code.  Currently, since Mr. Alison serves as the
sole director and sole officer, he is responsible for reviewing his own conduct
under the Code of Ethics  and  determining  what action to take in the event of
his own breach of the Code of Ethics.

ITEM 11.  EXECUTIVE COMPENSATION.

No past officer or director of the Company has  received  any  compensation and
none  is  due  or  payable.   Our  sole current officer and director,  Geoffrey
Alison, does not receive any compensation  for  the  services he renders to the
Company, has not received compensation in the past, and  is  not  accruing  any
compensation  pursuant to any agreement with the Company.  We currently have no
formal written  salary  arrangement  with  our  sole  officer.   Mr. Alison may
receive  a  salary or other compensation for services that he provides  to  the
Company in the future.  No retirement, pension, profit sharing, stock option or
insurance programs  or  other similar programs have been adopted by the Company
for the benefit of the Company's employees.

ITEM 12.  SECURITY OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth certain information  regarding  beneficial stock
ownership  as  of  December  31,  2008  of  (i) all persons known to us  to  be
beneficial owners of more than 5% of our outstanding  common  stock;  (ii) each
director  of  our  company  and  our  executive  officers, and (iii) all of our
officers and directors as a group.  Each of the persons  in the table below has
sole voting power and sole dispositive power as to all of  the  shares shown as
beneficially owned by them, except as otherwise indicated.

<PAGE>	20

NAME                                             NUMBER OF SHARES   PERCENT OF
                                                   BENEFICIALLY     OUTSTANDING
                                                     OWNED(1)        SHARES(1)

Fountainhead Capital Management Limited                4,000,000        80.80%
Portman House
Hue Street
St Helier
Jersey JE4 5RP

Pershing LLC                                             335,200         6.80%
P.O. Box 2050
Jersey City, NJ 07303

Geoffrey Alison                                                0         0.00%
5000 Noeline Ave.
Encino, CA 91316

Officers and directors as a group (one person)                 0         0.00%


(1) For the purposes of this table, a person is  deemed  to  have  "beneficial
ownership" of any shares of capital stock that such person has  the  right  to
acquire within 60 days of December 31, 2008.  All percentages for common stock
are calculated based upon a  total  of  4,951,000  shares  outstanding  as  of
December 31, 2008, plus, in the case of the person for whom the calculation is
made, that number of shares of common stock that such person has the  right to
acquire within 60 days of December 31, 2008.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED RRANSACTIONS

At December  31,  2008,  the  Company  had  loans  and  notes  outstanding from
Fountainhead Capital Management Limited ("FHM"), a shareholder who  owns  80.8%
of  the  issued  and  outstanding shares of common stock of the Company, in the
aggregate amount of $34,517,  which represents amounts loaned to the Company to
pay  the Company's expenses of operation.  On  June  30,  2008,  a  shareholder
payable   was   exchanged for a 6% convertible promissory note with a principal
balance of $8,111 due and payable  on  June  30,  2009.  On September 30, 2008,
an  additional  shareholder   payable  was  exchanged  for  a  convertible   6%
promissory  note  with a principal  balance  of  $11,500  due  and  payable  on
September 30, 2009. On December 31, 2008, the Company exchanged the convertible
promissory  notes  dated June 30, 2008 and September 30, 2008, together with an
additional shareholder  payable  in the amount of $14,906 for a promissory note
in the amount of $34,517 bearing simple  interest at a rate of 6% per annum due
and payable on December 30, 2009.

Effective as of May 5, 2008, the Company entered into a Services Agreement with
FHM.  The  term  of the Services Agreement is  one  year  and  the  Company  is
obligated to pay FHM  a  quarterly  fee in the amount of $10,000, in cash or in
kind, on the first day of each calendar  quarter  commencing May 5, 2008. Total
fees paid for the year ended December 31 2008, were  $26,500.  Pursuant  to the
terms  of  the Services Agreement, FHM shall provide the following services  to
the Company:

             (a)    FHM   will  familiarize  itself  to  the  extent  it  deems
appropriate with the business, operations, financial condition and prospects of
the Company;

             (b) At the request  of  the Company's management, FHM will provide
strategic  advisory  services relative to  the  achievement  of  the  Company's
business plan;

             (c) FHM  will   undertake   to   identify   potential  merger  and
acquisition  targets  for  the Company and assist in the analysis  of  proposed
transactions;

             (d) FHM  will  assist   the   Company   in  identifying  potential
investment bankers, placement agents and broker-dealers  who  are  qualified to
act on behalf of the Company to achieve its strategic goals;

<PAGE>	21

             (e) FHM  will assist in the identification of potential  investors
which  might  have  an  interest   in  evaluating  participation  in  financing
transactions with the Company;

             (f) FHM will assist the  Company  in  the  negotiation  of merger,
acquisition and corporate finance transactions;

             (g) At  the request of the Company's management, FHM will  provide
advisory services related  to  corporate  governance and matters related to the
maintenance of the Company's status as a publicly-reporting company; and

             (h) At the request of the Company's  management,  FHM  will assist
the Company in satisfying various corporate compliance matters.

A  copy  of the Services Agreement was attached to the Company's Form 10-Q  for
the period ended April 30, 2008 filed on June 9, 2008 as Exhibit 10.1 thereto.


DIRECTOR INDEPENDENCE

As of May  5,  2008, Geoffrey Alison was the sole director of the Company.  Mr.
Alison is not considered  "independent"  in accordance with rule 4200(a)(15) of
the NASDAQ Marketplace Rules. We are currently  traded  on the Over-the-Counter
Bulletin Board. The Over-the-Counter Bulletin Board does  not  require  that  a
majority of the board be independent.


ITEM 13.  EXHIBITS

Exhibit
Number         Description
-------        -----------
31.1.          Certification of the Chief Executive Officer pursuant to Section
	       302 of the Sarbanes-Oxley Act of 2002.

31.2.          Certification of the Chief Financial Officer pursuant to Section
	       302 of the Sarbanes-Oxley Act of 2002.

32.1           Certification of Officers pursuant to 18 U.S.C. Section 1350, as
	       adopted pursuant to Section 906 of  the  Sarbanes-Oxley  Act  of
	       2002.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

The aggregate fees billed by our auditors, De Joya Griffith & Company, LLC, for
professional services rendered for the audit of our annual financial statements
for fiscal year ended December  31,  2007  and  review of our interim financial
statements for the first, second and third quarters  of 2008  was approximately
$9,500.  The  aggregate fees billed by our auditors for  professional  services
rendered for the audit of our annual financial statements for fiscal year ended
December 31, 2006 and review of our interim financial statements for the first,
second and third quarters of 2007 was approximately $9,000.

AUDIT-RELATED FEES

During the last two fiscal years, no fees were billed or incurred for assurance
or related services  by  our auditors that were reasonably related to the audit
or review of financial statements reported above.

<PAGE>	22

TAX FEES

There were no tax preparation  fees  billed for the fiscal years ender December
31, 2008 or 2007.

ALL OTHER FEES

During the last two fiscal years, no other  fees  were  billed  or incurred for
services by our auditors other than the fees noted above. Our board,  acting as
an  audit  committee, deemed the fees charged to be compatible with maintenance
of the independence of our auditors.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICIES

We do not have a separate audit committee. Our full board of directors performs
the functions  of  an audit committee. Before an independent auditor is engaged
by us to render audit  or  non-audit  services,  our  board  of  directors pre-
approves the engagement. Board of directors pre-approval of audit and non-audit
services  will  not  be required if the engagement for the services is  entered
into pursuant to pre-approval  policies and procedures established by our board
of directors regarding our engagement  of the independent auditor, provided the
policies and procedures are detailed as to the particular service, our board of
directors  is  informed  of  each  service  provided,  and  such  policies  and
procedures   do   not   include   delegation   of  our  board   of   directors'
responsibilities  under  the  Exchange  Act  to our management.  Our  board  of
directors  may  delegate to one or more designated  members  of  our  board  of
directors the authority  to  grant  pre-approvals,  provided such approvals are
presented to the board of directors at a subsequent meeting.  If  our  board of
directors  elects  to  establish pre-approval policies and procedures regarding
non-audit services, the  board  of directors must be informed of each non-audit
service provided by the independent auditor. Board of directors pre-approval of
non-audit services, other than review  and  attest  services,  also will not be
required if such services fall within available exceptions established  by  the
SEC.  For  the  fiscal  year  ended  December  31,  2008, 100% of audit-related
services, tax services and other services performed by our independent auditors
were pre-approved by our board of directors.

Our board has considered whether the services described above under the caption
"All Other Fees", which are currently none, is compatible  with maintaining the
auditor's independence.

The board approved all fees described above.



                                    PART IV

ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this 10-K:

1.  FINANCIAL STATEMENTS

The following documents are filed in Part II, Item 8 of this  annual  report on
Form 10-K:

  -   Report  of  De  Joya  Griffith  &  Company, LLC,  Independent  Registered
      Certified Public Accounting Firm

  -   Balance Sheets as of December 31, 2008 and 2007

  -   Statements  of  Operations  for  the  years ended  December 31, 2008  and
      2007 and the period from inception (November  7,  2006)  to  December 31,
      2008 (audited)

<PAGE>	23

  -   Statements  of  Stockholders'  Deficit  from inception (November  7,
      2006) to December 31, 2008 (audited)

  -   Statements  of  Cash  Flows  for  the years ended  December  31, 2008 and
      2007  and  the  period from inception (November 7, 2006) to December  31,
      2008 (audited)

  -   Notes to Financial Statements (audited)

2.  FINANCIAL STATEMENT SCHEDULES

All financial statement  schedules  have been omitted as they are not required,
not applicable, or the required information is otherwise included.

3.  EXHIBITS

The exhibits listed below are filed as  part of or incorporated by reference in
this report.


Exhibit
Number         Identification of Exhibit
-------        -------------------------
31.1           Certification of the Chief Executive Officer pursuant to Section
	       302 of the Sarbanes-Oxley Act of 2002.

31.2           Certification of the Chief Financial Officer pursuant to Section
	       302 of the Sarbanes-Oxley Act of 2002.

32.1           Certification of Officers pursuant to 18 U.S.C. Section 1350, as
	       adopted pursuant to Section 906 of  the  Sarbanes-Oxley  Act  of
	       2002.


<PAGE>	24
                                  SIGNATURES

Pursuant to the requirements of Section 13  or 15(d)  of the  Exchange  Act  of
1934, the registrant has duly  caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                              Cyberspace Vita, Inc.
                                              (Registrant)


                                 	 By   /s/ Geoffrey Alison
					      -------------------
                                              Geoffrey Alison
                                              President,  Chief Executive
					      Officer , Chief
					      Financial Officer and
					      Principal Accounting
					      Officer

                                 	Date  March 8, 2010


Pursuant to the requirements  of the Securities  Exchange  Act  of  1934, this
report  has  been  signed  below by  the  following  person on behalf  of  the
registrant and in the capacity and on the date indicated.

                                 	 By   /s/ Geoffrey Alison
					      -------------------
                                              Geoffrey Alison
                                              President,  Chief Executive
					      Officer , Chief
					      Financial Officer and
					      Principal Accounting
					      Officer

                                 	Date  March 8, 2010

<PAGE>	25