UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(Dd) OFof ~~THE~~the Securities Exchange Act Of 1934

~~SECURITIES EXCHANGE~~April ~~ACT~~2, ~~OF 1934~~2009

Date of Report (Date of earliest event reported)~~: April 19, 2007~~

~~VITAL~~Vital ~~LIVING~~Living, ~~INC~~Inc. ~~(Exact Name of Registrant as Specified in its Charter)~~

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-33211		88-0485596
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~5080~~1289 ~~North~~Clint ~~40th~~Moore ~~Street,~~Road ~~Suite~~Boca ~~105~~Raton, ~~Phoenix,~~FL ~~Arizona~~33487 ~~85018~~ (Address of principal executive offices) (Zip Code) (561) 300-9022 (Registrant's Telephone Number, Including Area Code)

Registrant's Telephone Number, Including Area Code: (602) 952-9909

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a- 12 under the Exchange Act (17 CFR 240.14a- 12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240~~Item 8.~~14d-2(b))~~01 Other Events

oAs ~~Pre-commencement~~previously ~~communications~~reported ~~pursuant~~in toour ~~Rule 13e~~Form 10-4K/A (cAmendment No. 3) ~~under~~for the ~~Exchange~~year ~~Act~~ended ~~(17~~December ~~CFR~~31, ~~240~~2007, as filed with the Commission on November 26, 2008, NutraCea, Inc.~~13e-4~~ (c“NutraCea”) acquired our Senior Secured Convertible Notes (the “Notes”) from the holders of those Notes in April 2007, with an aggregate original principal amount of $4,226,446. The Notes were due to mature in December 2008.

~~VITAL~~During September 2008, NutraCea filed a ~~LIVING~~complaint against us in the Superior Court of Arizona (the “Lawsuit”), ~~INC~~alleging, among other things, that we had breached our obligations under the Notes. The Lawsuit seeks a judgment to foreclose on NutraCea’s security interest in the collateral that secures the Notes, which is all of our assets.

~~FORM~~ As previously reported in our Form 8-K, as filed with the Commission on October 21, 2008, we entered into a definitive Asset Purchase Agreement (the “Purchase Agreement”) with NutraCea on September 28, 2007 that provided, among other things, NutraCea would purchase substantially all of our assets, assume certain of our liabilities, and cancel indebtedness that we and certain of our affiliates owed to NutraCea, including the Notes. However, on October 21, 2008, we received notice that NutraCea terminated the Purchase Agreement due to our inability to meet the timelines and conditions set forth therein.

~~CURRENT~~In response to the Lawsuit, we are ~~REPORT~~currently negotiating a foreclosure agreement for the satisfaction of our obligations to NutraCea. Upon the foreclosure by NutraCea of our assets, we anticipate that we will cease all operations.

Item 1.01 Entry into a Material Definitive Agreement

On April 19, 2007, we entered into a Settlement Agreement and General Release with Gregg A. Linn, our former Chief Operating Officer and Chief Financial Officer. Pursuant to the Settlement Agreement, Mr. Linn’s employment with us terminated effective April 19, 2007, and he resigned from our Board of Directors effective on that date.

Pursuant to the Settlement Agreement and General Release, we and Mr. Linn mutually released one another from any and all claims and liabilities arising up to the effective date of the agreement, including liabilities pursuant to certain employment laws.

In consideration for the release and in accordance with the provisions of his employment agreement, we paid Mr. Linn $75,000 on the effective date, and will pay Mr. Linn an additional $100,000 by June 4, 2007, which represents $75,000 salary and $25,000 bonus related to 2006 that remained unpaid. In addition, all of Mr. Linn’s stock options or other equity incentives provided to him under any of our equity incentive plans expired as of the effective date of the agreement.

The Settlement Agreement and General Release is attached hereto as Exhibit 10.51.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective April 19, 2007, Gregg A. Linn resigned as our Chief Operating Officer, Chief Financial Officer, and as a director.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

~~10.51~~Not ~~Severance Agreement and General Release, dated April 19, 2007, between the Registrant and Gregg A~~applicable. ~~Linn~~

(d) Exhibits.

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 23, 2007	VITAL LIVING, INC.
	VITAL LIVING, INC.
	By:	/s/ Stuart Benson
Date: April 2, 2009	By:	/s/ Stuart Benson
		Stuart Benson
		Stuart Benson Chief Executive Officer
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number

10.51 Settlement Agreement and General Release between the Registrant and Gregg A. Linn, dated as of April 19, 2007.

Filing Compare · VITAL LIVING INC