10-Q 1 l10q093009.txt CYBERSPACE VITA, INC. FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter ended September 30, 2009 Commission File Number: 333-141929 CYBERSPACE VITA, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada 14-1982491 ----------------------- ------------------- (State of organization) (I.R.S. Employer 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 ------------------------------------------- Former address if changed since last report Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] 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 Accelerated Non-Accelerated Filer Smaller Reporting Filer [ ] Filer [ ] Filer [ ] Company [X] (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] Securities registered under Section 12(g) of the Exchange Act: Common Stock $.001 par value There were 247,550 shares of common stock outstanding as of October 26, 2009.

TABLE OF CONTENTS _________________ PAGE ---- PART I - FINANCIAL INFORMATION ITEM 1. INTERIM FINANCIAL STATEMENTS F-2 ITEM 2. MANAGEMENT'S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION 2 ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 6 ITEM 4A(T). CONTROLS AND PROCEDURES 6 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS 7 ITEM 1A RISK FACTORS 7 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES 7 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 7 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 7 ITEM 5. OTHER INFORMATION 7 ITEM 6. EXHIBITS 7 SIGNATURES 8

PART I - FINANCIAL INFORMATION ITEM 1. INTERIM FINANCIAL STATEMENTS CYBERSPACE VITA, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS

AS OF AS OF SEPTEMBER 30, DECEMBER 31, 2009 2008 (UNAUDITED) (AUDITED) ------------- ---------- ASSETS CURRENT ASSETS Cash $ - $ - ------------- ---------- TOTAL ASSETS $ - $ - ============= ========== LIABILITIES & STOCKHOLDERS' DEFICIT CURRENT LIABILITIES Accrued interest $ 2,557 $ 297 Loans due to shareholders 78,176 34,517 ------------- ---------- TOTAL CURRENT LIABILITIES 80,733 34,814 ------------- ---------- TOTAL LIABILITIES 80,733 34,814 STOCKHOLDERS' DEFICIT Preferred stock, ($.001 par value, 10,000,000 shares authorized; none issued and outstanding) - - Common stock, ($.001 par value, 100,000,000 shares authorized; 247,550 shares outstanding as 248 248 of September 30, 2009 and December 31, 2008) Additional paid-in capital 44,030 44,030 Deficit accumulated during development stage (125,011) (79,092) ------------- ---------- TOTAL STOCKHOLDERS' DEFICIT (80,733) (34,814) ------------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ - $ - ============= ==========

See accompanying notes to financial statements Note: All amounts shown in the financial statements have been adjusted retroactively to show the impact of a one-for-twenty reverse stock split which was declared effective on July 1, 2009. F-2 CYBERSPACE VITA, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

Nov. 7, 2006 Three Mos. Three Mos. Nine Mos. Nine Mos. (Inception) Ended Ended Ended Ended through September 30, September 30, September 30, September 30, September 30, 2009 2008 2009 2008 2009 ------------ ------------ ------------ ------------ ------------ Revenues $ - $ - $ - $ - $ - ------------ ------------ ------------ ------------ ------------ Operating expenses Professional fees 12,455 3,275 41,970 14,723 74,258 General and administrative 869 10,181 1,689 19,013 48,196 ------------ ------------ ------------ ------------ ------------ Operating loss 13,324 13,456 43,659 33,736 122,454 ------------ ------------ ------------ ------------ ------------ Other expenses Interest expense 973 123 2,260 123 2,557 ------------ ------------ ------------ ------------ ------------ Total other expenses 973 123 2,260 123 2,557 ------------ ------------ ------------ ------------ ------------ Net loss $ (14,297) $ (13,579) $ (45,919) $ (33,859) $ (125,011) =========== ============ ============ ============ ============ Basic loss per share $ (0.06) $ (0.05) $ (0.19) $ (0.14) =========== ============ ============ ============ Weighted average number of common shares outstanding - basic 247,550 247,550 247,550 247,550 =========== ============ ============ ============

See accompanying notes to financial statements Note: All amounts shown in the financial statements have been adjusted retroactively to show the impact of a one-for-twenty reverse stock split which was declared effective on July 1, 2009. F-3 CYBERSPACE VITA, INC. (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

NOV. 7, 2006 NINE MONTHS NINE MONTHS (INCEPTION) ENDED ENDED THROUGH SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, 2009 2008 2009 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (45,919) $ (33,859) $ (125,011) Changes in operating assets and liabilities: Increase (decrease) in accounts payable - (5,504) - Increase in accrued interest expense 2,260 123 2,557 NET CASH USED IN OPERATING ACTIVITIES $ (43,659) $ (39,240) $ (122,454) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from shareholder loans 43,659 19,611 78,176 Additional paid-in capital - 19,606 30,768 Proceeds from sale of common stock - - 13,510 ------------ ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 43,659 39,217 122,454 NET INCREASE (DECREASE) IN CASH - (23) - CASH AT BEGINNING OF PERIOD - 23 - ------------ ------------ ------------ CASH AT END OF PERIOD $ - $ - $ - ============ ============ ============ Supplemental cash flow information: Cash paid during period for interest $ - $ - $ - ============ ============ ============ Cash paid during period for income taxes $ - $ - $ - ============ ============ ============

See accompanying notes to financial statements Note: All amounts shown in the financial statements have been adjusted retroactively to show the impact of a one-for-twenty reverse stock split which was declared effective on July 1, 2009. F-4 CYBERSPACE VITA, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 (UNAUDITED) NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation, have been included. Operating results for the nine months ended September 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. For further information, refer to the financial statements and footnotes thereto included in the Form 10-K for the year ended December 31, 2008. BUSINESS DESCRIPTION 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 including, without limitation, to provide sales of vitamins and mineral supplements on the Internet. The Company has been in the development stage since its formation on November 7, 2006. The Company has raised certain capital in an attempt to commence operation, however it has not done so. The Company's current business plan is to explore potential targets for a business combination with the Company through a purchase of assets, share purchase or exchange, merger or similar type of transaction. As we have not yet commenced principal operations we consider ourselves a shell company and a Development Stage Company as defined by Statement of Financial Accounting Standards No. 7 ("SFAS 7") "Accounting and Reporting by Development Stage Enterprises." As used in these Notes to the Condensed Financial Statements, the terms the "Company", "we", "us", "our" and similar terms refer to Cyberspace Vita, Inc. 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. At September 30, 2009, the Company had no cash or 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. F-5 CYBERSPACE VITA, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 (UNAUDITED) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T) D. 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. 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. Common stock equivalents are excluded from the computation if their effect is anti-dilutive. For all periods presented the Company has sustained losses, which would make use of equivalent shares anti- dilutive. E. 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. F. REVENUE RECOGNITION The Company has not recognized any revenues from its operations. G. NEW ACCOUNTING PRONOUNCEMENTS In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, "Subsequent Events," ("SFAS No. 165"). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 does not have a material impact on our financial statements. In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, "Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140," ("SFAS 166"). SFAS 166 eliminates the concept of a "qualifying special-purpose entity," changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity's continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements. In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, "Amendments to FASB Interpretation No. 46(R)," ("SFAS 167"). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting F-6 CYBERSPACE VITA, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 (UNAUDITED) NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T) period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements. In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, "The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles," ("SFAS 168"). SFAS 168 replaces FASB Statement No. 162, "The Hierarchy of Generally Accepted Accounting Principles", and establishes the FASB Accounting Standards Codification ("Codification") as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles ("GAAP"). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending January 3, 2010. This will not have an impact on the results of the Company. NOTE 3. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $125,011 during the period of November 7, 2006 (inception) to September 30, 2009. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Company's ability to continue as a going concern 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. NOTE 4. RELATED PARTY TRANSACTIONS As of September 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 September 30, 2009, the Company had loans and notes outstanding from a shareholder in the aggregate amount of $78,176, 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 $14,906 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. On March 31, 2009, the Payee under the Note and the Company executed a First Amendment to the Note whereby they agreed that additional shareholder advances in the amount of $16,915 would be considered as additional principal payable under the terms of the Note. On June 30, 2009, the Payee under the Note and the Company executed a Second Amendment to the Note whereby they agreed that additional shareholder advances in the amount of $13,420 would be considered as additional principal payable under the terms of the Note. On September 30, 2009, the Payee under the Note and the Company executed a Third Amendment to the Note whereby they agreed that additional shareholder advances in the amount of $13,324 would be considered as additional principal payable under the terms of the Note. F-7 CYBERSPACE VITA, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 2009 (UNAUDITED) NOTE 4. RELATED PARTY TRANSACTIONS (CON'T) 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 quarter ended September 30, 2009 were $10,000. NOTE 5. INCOME TAXES The Company records its income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". The Company incurred net operating losses during all periods presented resulting in deferred tax assets. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company has recorded a valuation allowance offsetting all deferred tax assets. NOTE 6. ADDITIONAL PAID-IN CAPITAL During the quarter ended June 30, 2008, Fountainhead Capital Management Limited contributed $19,606 as additional paid-in capital for which no new shares were issued. NOTE 7 . STOCKHOLDERS' DEFICIT The stockholders' deficit section of the Company contains the following classes of capital stock as of September 30, 2009: * 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; 247,550 shares issued and outstanding. All amounts shown in the financial statements have been adjusted retroactively to show the impact of a one-for-twenty reverse stock split which was declared effective on July 1, 2009. There are no warrants or options outstanding to acquire any additional shares of common or preferred stock. NOTE 8. CHANGE OF CONTROL The Company and Henry C. Casden (the "Seller"), who was a record holder of 4,000,000 shares of the Company's common stock, (the "Shares") (comprising approximately 80.8% of the Company's issued and outstanding common stock) entered into a Stock Purchase Agreement dated as of April 15, 2008 and effective as of May 5, 2008, with Fountainhead Capital Management Limited (the "Purchaser"), pursuant to which the Seller agreed to sell to the Purchaser the Shares for a purchase price in the aggregate amount of $400,000, less the amount of capital contributed to the Company by the Purchaser as detailed in Note 6, above. The sale represented a change of control of the Company. F-8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto. FORWARD-LOOKING STATEMENTS This quarterly report contains forward-looking statements and information relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this report, the words "believe," "anticipate," "expect," "estimate," "intend", "plan" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: a general economic downturn; a downturn in the securities markets; federal or state laws or regulations having an adverse effect on proposed transactions that we desire to effect; Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks,"; and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this report as anticipated, estimated or expected. The accompanying information contained in this registration statement, including, without limitation, the information set forth under the heading "Management's Discussion and Analysis and Plan of Operation -- Risk Factors" identifies important additional factors that could materially adversely affect actual results and performance. You are urged to carefully consider these factors. All forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement. OVERVIEW We are presently a shell company (as defined in Rule 12b-2 of the Exchange Act) whose plan of operation over the next twelve months is to seek and, if possible, acquire an operating business or valuable assets by entering into a business combination. We will not be restricted in our search for business combination candidates to any particular geographical area, industry or industry segment, and may enter into a combination with a private business engaged in any line of business, including service, finance, mining, manufacturing, real estate, oil and gas, distribution, transportation, medical, communications, high technology, biotechnology or any other. Management's discretion is, as a practical matter, unlimited in the selection of a combination candidate. Management will seek combination candidates in the United States and other countries, as available time and resources permit, through existing associations and by word of mouth. This plan of operation has been adopted in order to attempt to create value for our shareholders. For further information on our plan of operation and business, see PART I, Item 1 of our Annual Report on Form 10-K for the fiscal year ending 2008. PLAN OF OPERATION We do not intend to do any product research or development. We do not expect to buy or sell any real estate, plant or equipment except as such a purchase might occur by way of a business combination that is structured as an asset purchase, and no such asset purchase currently is anticipated. Similarly, we do not expect to add additional employees or any full-time employees except as a result of completing a business combination, and any such employees likely will be persons already then employed by the company acquired. From inception, the Company's business plan was to construct an e-commerce website by which we intended to engage in the sale of vitamins on the Internet. The Company has now discontinued its prior business and changed its business plan. The Company's business plan now consists of exploring potential targets for a business combination through the purchase of assets, share purchase or exchange, merger or similar type of transaction. We anticipate no operations unless and until we complete a business combination as described above. CRITICAL ACCOUNTING POLICIES The methods, estimates and judgments we use in applying our accounting policies have a significant impact on the results we report in our financial statements, which we discuss under the heading "Results of Operations" following this section of our Plan of Operation. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Due to the life cycle stage of our Company every balance sheet account has inherent estimates. 2 RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO SEPTEMBER 30, 2008. As of September 30, 2009, we have not generated any revenues. SEPTEMBER 30, SEPTEMBER 30, $ CHANGE % CHANGE 2009 2008 Revenue $ - $ - $ - -% Professional fees 12,455 3,275 9,180 280% G & A 869 10,181 9,312 (91.5%) Operating loss $ (13,324) $ (13,456) $ (132) (1.3%) The increase in general and administrative expenses primarily comprised a management services fee paid to Fountainhead Capital Management Limited, an affiliate of the Company. The Company also incurred interest expense of $973 for the three months ended September 30, 2009. RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO SEPTEMBER 30, 2008. As of September 30, 2009, we have not generated any revenues. SEPTEMBER 30, SEPTEMBER 30, $ CHANGE % CHANGE 2009 2008 Revenue $ - $ - $ - -% Professional fees 41,970 14,723 27,247 185% G & A 1,689 19,013 17,324 (91.1%) Operating loss $ (43,659) $ (33,736) $ 9,923 29.4% The increase in general and administrative expenses primarily comprised a management services fee paid to Fountainhead Capital Management Limited, an affiliate of the Company. The Company also incurred interest expense of $2,260 for the nine months ended September 30, 2009. LIQUIDITY AND CAPITAL RESOURCES We have financed our operations during the quarter through proceeds from a loan from a shareholder in the amount of $13,324. No stock was issued in the third quarter of 2009. We had $0 cash on hand as of September 30, 2009 compared to $0 as of December 31, 2008. We will continue to need additional cash during the following twelve months and these needs will coincide with the cash demands resulting from implementing our business plan and remaining current with our Securities and Exchange Commission filings. There is no assurance that we will be able to obtain additional capital as required, or obtain the capital on acceptable terms and conditions. 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 has not begun generating revenue, is considered a development stage company, has experienced recurring net operating losses, had a net loss of $(14,297) for the three months ended September 30, 2009, and a working capital deficiency of $80,733 at September 30, 2009. 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. We will need to raise funds or implement our business plan to continue operations. 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, capital expenditures or capital resources that is material to investors. 3 RISK FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS You should carefully consider the risks described below before making an investment decision. The risks and uncertainties described below are not the only ones facing our Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment. You should also refer to the other information about us contained in this Form 10-Q, including our financial statements and related notes. WE CURRENTLY HAVE NO OPERATING REVENUES OR EARNINGS FROM OPERATIONS. We currently have had no operating revenues or earnings from operations. We have no significant assets or financial resources. We have operated at a loss to date and will, in all likelihood, continue to sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. OUR MANAGEMENT DOES NOT DEVOTE ITS FULL TIME TO OUR BUSINESS AND OPERATIONS. Our management only devotes minimal time to our business. Management does not have any written employment agreement with us, and is not expected to enter into one. Our management serves only on a part*time basis and has had limited experience in the business activities contemplated by us, yet our Company will be solely dependent on him. We lack the funds or other incentive to hire full*time experienced management. Management has other employment or business interests to which he devotes his primary attention and will continue to do so, devoting time to the Company only on an as*needed basis. WE MAY HAVE CONFLICTS OF INTEREST WITH OUR MANAGEMENT TEAM. Our officers and directors may in the future be affiliated with other blank check companies having a similar business plan to that of our Company ("Affiliated Companies") which may compete directly or indirectly with us. Certain specific conflicts of interest may include those discussed below. - The interests of any Affiliated Companies from time to time may be inconsistent in some respects with the interests of the Company. The nature of these conflicts of interest may vary. There may be circumstances in which an Affiliated Company may take advantage of an opportunity that might be suitable for the Company. Although there can be no assurance that conflicts of interest will not arise or that resolutions of any such conflicts will be made in a manner most favorable to the Company and its shareholders, the officers and directors of the Company have a fiduciary responsibility to the Company and its shareholders and, therefore, must adhere to a standard of good faith and integrity in their dealings with and for The Company and its shareholders. - The officers and directors of The Company may serve as officers and directors of other Affiliated Companies in the future. The Company's officers and directors are required to devote only so much of their time to The Company's affairs as they deem appropriate, in their sole discretion. As a result, The Company's officers and directors may have conflicts of interest in allocating their management time, services, and functions among The Company and any current and future Affiliated Companies which they may serve, as well as any other business ventures in which they are now or may later become involved. 4 - The Affiliated Companies may compete directly or indirectly with The Company for the acquisition of available, desirable combination candidates. There may be factors unique to The Company or an Affiliated Company which respectively makes it more or less desirable to a potential combination candidate, such as age of the company, name, capitalization, state of incorporation, contents of the articles of incorporation, etc. However, any such direct conflicts are not expected to be resolved through arm's-length negotiation, but rather in the discretion of management. While any such resolution will be made with due regard to the fiduciary duty owed to the Company and its shareholders, there can be no assurance that all potential conflicts can be resolved in a manner most favorable to the Company as if no conflicts existed. Members of the Company's management who also are or will be members of management of another Affiliated Company will also owe the same fiduciary duty to the shareholders of each other Affiliated Company. Should a potential acquisition be equally available to and desirable for both the Company and the Affiliated Companies, no guideline exists for determining which company would make the acquisition. This poses a risk to the Company's shareholders that a desirable acquisition available to the Company may be made by an Affiliated Company, whose shareholders would instead reap the rewards of the acquisition. An Affiliated Company's shareholders of course face exactly the same risk. Any persons who are officers and directors of both The Company and an Affiliated Company do not have the sole power (nor the power through stock ownership) to determine which company would acquire a particular acquisition. No time limit exists in which an acquisition may or must be made by the Company, and there is no assurance when - or if - an acquisition ever will be completed. - Certain conflicts of interest exist and will continue to exist between the Company and its officers and directors due to the fact that each has other employment or business interests to which he devotes his primary attention. Each officer and director is expected to continue to do so in order to make a living, notwithstanding the fact that management time should be devoted to the Company's affairs. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company and its management. As a practical matter, such potential conflicts could be alleviated only if the Affiliated Companies either are not seeking a combination candidate at the same time as the Company, have already identified a combination candidate, are seeking a combination candidate in a specifically identified business area, or are seeking a combination candidate that would not otherwise meet the Company's selection criteria. It is likely, however, that the combination criteria of the Company and any Affiliated Companies will be substantially identical. Ultimately, the Company's shareholders ultimately must rely on the fiduciary responsibility owed to them by the Company's officers and directors. There can be no assurance that members of management will resolve all conflicts of interest in the Company's favor. The officers and directors are accountable to the Company and its shareholders as fiduciaries, which means that they are legally obligated to exercise good faith and integrity in handling the Company's affairs and in their dealings with the Company. Failure by them to conduct the Company's business in its best interests may result in liability to them. The area of fiduciary responsibility is a rapidly developing area of law, and persons who have questions concerning the duties of the officers and directors to the Company should consult their counsel. Our Articles of Incorporation excludes personal liability on the part of its directors to the Company for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or for improper payment of dividends. This exclusion of liability does not limit any right which a director may have to be indemnified and does not affect any director's liability under federal or applicable state securities laws. Therefore, our assets could be used or attached to satisfy any liabilities subject to this indemnification. OUR PROPOSED OPERATIONS ARE PURELY SPECULATIVE. The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting these criteria. If we complete a business combination, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. No combination candidate has been identified for acquisition by management, nor has any determination been made as to any business for the Company to enter, and shareholders will have no meaningful voice in any such determinations. There is no assurance that the Company will be successful in completing a combination or originating a business, nor that the Company will be successful or that its shares will have any value even if a combination is completed or a business originated. WE ARE SUBJECT TO THE PENNY STOCK RULES. Our securities may be classified as penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share whose securities are admitted to quotation but do not trade on the Nasdaq Market or on a national securities exchange. For any transaction involving a penny stock, unless exempt, the rules require delivery of a document to investors stating the risks, special suitability inquiry, regular reporting and other requirements. Prices for penny stocks are often not available and investors are often unable to sell this stock. Thus, an investor may lose his investment in a penny stock and consequently should be cautious of any purchase of penny stocks. 5 WE MAY HAVE SIGNIFICANT DIFFICULTY IN LOCATING A VIABLE BUSINESS COMBINATION CANDIDATE. We are and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for us. Nearly all of these competitors have significantly greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will also compete with numerous other small public companies in seeking merger or acquisition candidates. IT IS POSSIBLE THAT THE PER SHARE VALUE OF YOUR STOCK WILL DECREASE UPON THE CONSUMMATION OF A BUSINESS COMBINATION. A business combination normally will involve the issuance of a significant number of additional shares. Depending upon the value of the assets acquired in a business combination, the current shareholders of the Company may experience severe dilution of their ownership due to the issuance of shares in the combination. Any combination effected by the Company almost certainly will require its existing management and board members to resign, thus shareholders have no way of knowing what persons ultimately will direct the Company and may not have an effective voice in their selection. ANY BUSINESS COMBINATION THAT WE ENGAGE IN MAY HAVE TAX EFFECTS ON US. Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that we may undertake. Currently, a business combination may be structured so as to result in tax-free treatment to both companies pursuant to various federal and state tax provisions. We intend to structure any business combination so as to minimize the federal and state tax consequences to both us and the target company; however, there can be no assurance that a business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes which may have an adverse effect on both parties to the transaction. ITEM 3. 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 4A(T). CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of September 30, 2009. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Changes in Internal Control Over Financial Reporting There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the first quarter of fiscal 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 6 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware. ITEM 1A. RISK FACTORS. 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 2. UNREGISTERED SALES OF EQUITY SECURITIES Except as may have previously been disclosed on a current report on Form 8-K or a quarterly report on Form 10-Q, we have not sold any of our securities in a private placement transaction or otherwise during the past three years. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. ITEM 5. OTHER INFORMATION Effective July 1, 2009, the Company effectuated a one-for-twenty reverse stock split which reduced the then issued and outstanding shares of common stock from 4,951,000 to 247,550. All amounts shown in the financial statements have been adjusted retroactively to show the impact of a one-for-twenty reverse stock split which was declared effective on July 1, 2009. ITEM 6. EXHIBITS Exhibit No. Description 31 Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 32 Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 7 SIGNATURES In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. CYBERSPACE VITA, INC. Date: November 2, 2009 By: /s/ Geoffrey Alison ------------------------ Geoffrey Alison Director, CEO, President and Treasurer EXHIBIT INDEX Exhibit No. Description 31 Certification of Principal Executive Officer and Principal Financial Officer filed pursuant to Section 302 of the Sarbanes- Oxley Act of 2002. 32 Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 8