November 8, 2005

By Facsimile and U.S. Mail

James G. Swensen, Jr.
Swensen & Andersen PLLC
136 South Main Street, Suite 318
Salt Lake City, Utah 84101

	Re:	ITEC Attractions
		Schedule 13E-3
		Preliminary Information Statement on Schedule 14C
		Filed October 7, 2005

Dear Mr. Swensen:

	We have the following comments on the above-referenced
filing.
Note that we have limited our review to issues related to Rule
13e-3:

Preliminary Information Statement on Schedule 14C

General
1. Your Schedule 13E-3 contains important information that is not
included in the information statement, including, but not limited
to
certain background information related to the offer and other
offers
to the company, the lack of certain procedural safeguards, and
information with respect to the financial advisor.  Revise the
document to be disseminated to security holders to include all
information disclosed in response to the Schedule 13E-3 Items, or
tell us why you think the information is not material.

Letter to Security Holders
2. Revise the letter to disclose the consideration to be paid per
share in the reverse split.

Summary Term Sheet, page 6
3. Revise the summary term sheet to briefly describe all material
terms of the transaction.  For example, disclose each filing
person`s
fairness determination and summarize their conflicts of interest.
4. We note that the transaction is being financed, in part, with
two
loans.  Summarize the terms of the loans and revise an appropriate
section of the document to briefly describe any plans or
arrangements
to finance or repay the loans, or state that there are no plans as
to
repayment.  File the loan agreements exhibits to the Schedule 13e-
3
as required by Item 1016(b) of Regulation M-A and Item 16 of
Schedule
13e-3.

Special Factors, page 7
5. Revise an appropriate section of the document to provide a
background section which describes all meetings, negotiations,
contacts, etc. among board members, management and/or the filing
persons.  Identify the participants in and initiator of each
meeting
or contact.  Disclose the date of each meeting or contact and
revise
your discussion of meetings to describe the content of those
discussions to give readers a better sense of how this transaction
evolved.  Please note that while the following list is not
intended
to be exhaustive, the points noted below provide examples of
disclosure that should be revised to disclose the following:

- - who first proposed the possibility of going private and the date
this occurred
- - the date when management contacted Houlihan for advice
concerning
the financial terms of the transaction
- - when the board approved and recommended the proposed merger
- - whether the board considered forming a special committee to
negotiate the transaction, and
- - who participated in the discussions regarding the terms of the
proposed reverse split and when those discussions occurred.

   Basic Terms, page 7
6. In the second paragraph of this section you state how you
intend
to treat persons who hold their shares in street name.  Is it
possible that a nominee could hold enough shares so that a
security
holder may not be cashed out in the transaction?  Revise this
section
to state whether security holders will definitely receive cash, or
if
it is necessary for holders to take additional steps to be certain
of
their treatment in this transaction.

   Determination by the Board of Directors, page 10
7. Revise to clarify, if true, that the board determined that the
transaction is procedurally and substantively fair to the
unaffiliated security holders.
8. Item 1014(a) of Regulation M-A requires that each filing person
make a fairness determination solely with respect to the
unaffiliated
security holders.  Revise the disclosure throughout the document
to
clarify that each filing person has made a fairness determination
with respect to unaffiliated security holders alone, rather than
with
respect to all of your shareholders or your shareholders and the
company, as stated on page 10.

Determination by the Principal Group and "Filing Persons", page 10
9. Revise to clarify that the Paul Bluto and L. Ann Bluto are
filing
persons.  Clarify, if true, that they continue to believe the
transaction is procedurally and substantively fair to the
unaffiliated security holders.
10. We note that the filing persons adopt the findings of the
board;
however, the board`s determination does not address all factors in
Instruction 2 to Item 1014 of Regulation M-A.  Generally, the
factors
outlined in Instruction 2 to Item 1014 are considered relevant in
assessing the fairness of the consideration to be received in a
going
private transaction. If a filing person did not consider one or
more
of the factors material or relevant to its determination, state
that
and explain why the factor(s) were not deemed important or
relevant.
See Q&A No. 20 of Exchange Act Release No. 17719 (April 17, 1981).
A
filing person cannot insulate itself from liability by relying
upon
another`s analyses which, by their terms, do not comply with the
specific disclosure requirements of Schedule 13E-3.  See Item
1014(b)
of Regulation M-A and Q&A Nos. 5 and 21 of Exchange Act Release
No.
17719.  Please revise the document accordingly.
Summary of the Factors Reviewed to Determine Fractional Share
Purchase Price, page 10
11. We note that Houlihan provided at least three separate
fairness
opinions to the company. Each presentation, discussion or report
by
the financial advisor during the course of the meetings you
describe
must be summarized in considerable detail and filed as exhibits
pursuant to Item 9 of Schedule 13E-3.  This applies to oral as
well
as written reports and preliminary as well as final reports.
Revise
to summarize each report prepared by Houlihan and file each report
as
an exhibit to the Schedule 13E-3.  In addition, please revise to
provide all Item 1015 information with respect to Houlihan, such
as
the process by which they were selected, their expertise, etc.

Factors Considered by Our Board of Directors in Approving the
Reverse
Stock Split, page 11
12. As noted above, generally, the factors outlined in Instruction
2
to Item 1014 are considered relevant in assessing the fairness of
the
consideration to be received in a going private transaction.  To
the
extent any of the listed factors was not deemed relevant in the
context of this transaction, or was given little weight, this in
itself may be an important part of the decision-making process
that
should be explained for shareholders.  Revise to address each
factor
in Instruction 2 to Item 1014 or explain why the board determined
that the factors were not material.  See Q&A No. 20 of Exchange
Act
Release No. 17719 (April 13, 1981).
13. In describing the board`s consideration of historical market
prices, explain what consideration the board gave to the fact that
your stock traded at $0.52 per share, twice the consideration in
this
offer, during the first quarter of 2005.
1.
14. Revise to disclose the filing persons` procedural fairness
determination.  In doing so, explain why the board believes the
transaction is procedurally fair despite the absence of the
safeguards identified in Item 1014(c)-(e).  See Q&A No. 21 in
Exchange Act Release No. 17719 (April 13, 1981).  Provide similar
disclosure for each of the other filing persons, to the extent
they
do not adopt the board`s procedural fairness determination.
15. Revise the section addressing cost savings to quantify the
direct
and indirect cost savings expected to be realized as a result of
the
transaction, including expected future cost increases.
16. Revise to disclose the unrealized benefits discussed at the
top
of page 12.

Factors Disfavoring the Reverse Stock Split, page 13
17. Revise to clarify what procedural safeguards exist in this
transaction.

Effects of the Reverse Stock Split on the Company, page 14
18. Revise the discussion here to separately state the effects of
the
transaction on the affiliated and unaffiliated security holders
and
on the company as required by Item 1013(d) of Regulation M-A.
Include a description of the benefits and detriments as required
by
Instruction 2 of Item 1013 of Regulation M-A.
19. Revise to disclose the change in the affiliates` interest in
net
book value and net earnings, as required by Instruction 3 of Item
1013 of Regulation M-A.
20. As the Schedule 13E-3 has been filed by the company, Paul
Bluto
and L. Ann Bluto, revise this section and throughout the document
to
clarify to whom you refer when you use the term "we."  Note that
each
filing person must provide all disclosure required by Schedule
13E-3,
including disclosure of each filing person`s purpose for
undertaking
the transaction and for doing so at this time, each filing
person`s
plans with respect to the company, etc.  Confirm that you have
provided all disclosure required by Schedule 13E-3 in this regard
or
revise the document accordingly.

Appraisal Rights, page 16
21. We note your use of the term "certain" in the concluding
paragraph.  Revise the concluding paragraph on page 17 to clarify
that you have disclosed all material terms of the dissenters`
rights
provisions of applicable Nevada law.  In addition, revise the
heading
and disclosure in the "Certain Material Federal Income Tax
Consequences" section accordingly.


Financial Statements and Management`s Discussion and Analysis of
Financial Condition and Results of Operations, page 24
22. It is unclear if you have provided all financial information
required by Item 1010 of Regulation M-A, including the book value
per
share and the ratio of earnings to fixed charges for the periods
indicated.  In addition, it appears that the financial information
should be revised to include information as of the most recent
quarter completed.  Please revise or advise.
Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management and the filing persons are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company and each filing person
acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      *  *  *

      Please respond to these comments by promptly amending the
filing and submitting a response letter filed via EDGAR under the
label "CORRESP."  If you do not agree with a comment, please tell
us
why in your response.  Please note that Rule 14c-5(e) requires you
to
file a revised preliminary information statement that is marked to
show changes.  Direct any questions to me at (202) 551-3262.  You
may
also contact me by facsimile at (202) 772-9203.

      Sincerely,



      Abby Adams
      Special Counsel
      Office of Mergers and Acquisitions
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James G. Swensen, Jr.
November 8, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE


James G. Swenson, Jr.
November 8, 2005
Page 4