UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act Ofof 1934

~~April~~Date 2of Report (Date of earliest event reported): August 1, 2009

~~Date~~VITAL ~~of Report~~LIVING, ~~(Date of earliest event reported)~~INC.

~~Vital~~(Exact ~~Living,~~Name ~~Inc.~~of Registrant As Specified In Charter)

(Exact Name of Registrant as Specified in its Charter)

Nevada		000-33211		88-0485596
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employee Identification No.)

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

1289 Clint Moore Road

Boca Raton, FL 33487

(Address of Principal Executive Offices)

~~1289 Clint Moore Road Boca Raton, FL 33487~~ (~~Address of principal executive offices) (Zip Code) (~~561) 300-9022 ~~(Registrant's Telephone Number, Including Area Code)~~

~~Check~~(Registrant’s ~~the appropriate~~Telephone ~~box~~Number, ~~below~~Including ifArea ~~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~~Code):

o (Former ~~Written~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule~~if ~~425~~Changed ~~under~~Since ~~the~~Last ~~Securities Act (17 CFR 230.425~~Report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule~~if ~~14a- 12 under~~ the ~~Exchange Act (17 CFR 240.14a~~Form 8-K ~~12)~~filing ois ~~Pre-commencement~~intended ~~communications pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

~~Item 8~~o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.~~01 Other Events~~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))

AsItem ~~previously reported in our Form 10-K/A (Amendment No~~1.01 3)Entry ~~for~~into ~~the~~a ~~year~~Material ~~ended~~Definitive December 31, 2007, as filed with the Commission on November 26, 2008, NutraCea, Inc. (“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.Agreement

~~During~~On ~~September~~August ~~2008~~1, ~~NutraCea~~2009, ~~filed~~Vital Living, Inc., a ~~complaint~~ ~~against~~Nevada uscorporation in(“Vital Living” or the ~~Superior~~“Company”), ~~Court~~entered ofinto ~~Arizona~~a strict foreclosure agreement (the “~~Lawsuit~~Strict Foreclosure Agreement”) with Ceautamed Worldwide, ~~alleging~~LLC, ~~among~~ ~~other~~a ~~things,~~Florida ~~that~~limited weliability ~~had~~company ~~breached~~(“Ceautamed”), ~~our~~pursuant ~~obligations~~to which, under ~~the~~Article ~~Notes. The~~9 ~~Lawsuit~~of ~~seeks~~the aUniform ~~judgment~~Commercial Code, Vital Living surrendered and transferred to ~~foreclose~~Ceautamed onall ~~NutraCea’s security~~the ~~interest~~Collateral (as defined in the ~~collateral~~Security ~~that~~Agreement ~~secures~~filed hereto as Exhibit 10.2) set forth in Schedule A of the ~~Notes,~~Strict ~~which~~Foreclosure isAgreement. ~~all~~A copy of ~~our assets~~the Strict Foreclosure Agreement is included as Exhibit 10.3 to this current report and is hereby incorporated by reference.

AsIn ~~previously~~connection ~~reported~~with inthe ~~our~~foreclosure ~~Form 8-K~~process, as ~~filed~~on ~~with~~August ~~the~~26, ~~Commission~~2009, onDoctors ~~October~~For 21Nutrition, ~~2008~~Inc., wea ~~entered~~California ~~into~~corporation aand ~~definitive Asset~~our ~~Purchase~~wholly-owned ~~Agreement~~subsidiary (“the ~~“Purchase Agreement~~Assignor”) ~~with~~assigned ~~NutraCea~~to onCeautamed ~~September 28,~~all ~~2007~~of ~~that~~the ~~provided~~rights, ~~among~~title ~~other~~and ~~things,~~interest ~~NutraCea~~in ~~would~~and ~~purchase substantially~~to ~~all~~the ofU.S. ~~our~~Trademark ~~assets,~~Registration ~~assume~~No. ~~certain~~2795439 ofdated ~~our~~December ~~liabilities~~16, ~~and~~2003 ~~cancel~~(the “Mark”) ~~indebtedness~~together ~~that~~with wethe ~~and~~goodwill ~~certain~~connected ofwith ~~our~~and ~~affiliates~~symbolized ~~owed~~by tothe ~~NutraCea~~Mark, ~~including~~ and together with all claims for past infringement(s) of the ~~Notes.~~Mark including, without ~~However~~limitation, the right to sue for, oncollect, ~~October~~and ~~21,~~recover ~~2008,~~damages weand ~~received~~profits for ~~notice~~the ~~that NutraCea~~same. A ~~terminated~~copy of the ~~Purchase~~assignment ~~Agreement~~is ~~due~~included toas ~~our~~Exhibit ~~inability~~10.4 to ~~meet~~this ~~the timelines~~current report and ~~conditions~~is ~~set~~hereby ~~forth~~incorporated ~~therein~~by reference.

InAs ~~response~~previously disclosed in our current report on Form 8-K filed on December 19, 2003, we issued to various investors senior secured convertible promissory notes (the ~~Lawsuit~~“Notes”) in the principal amount of $4,226,446. weIn ~~are currently~~April ~~negotiating~~2007, NutraCea, a ~~foreclosure~~California ~~agreement~~corporation ~~for~~(“NutraCea”), purchase the ~~satisfaction~~Notes offrom ~~our~~their holders ~~obligations~~and towas ~~NutraCea. Upon~~assigned the ~~foreclosure~~rights (the “Rights”) under the Security Agreement entered into by and among the Company and the original purchasers of the Notes. On September 3, 2008, NutraCea filed a complaint against the Company in Superior Court of ~~our assets~~Arizona, weMaricopa ~~anticipate~~County ~~that~~(the we“Court”) ~~will~~alleging ~~cease~~beach ~~all~~of ~~operations~~contract by the Company. On July 29, 2009, Ceautamed purchased the Notes from NutraCea as well as the Rights.

~~Item 9~~Pursuant to the Strict Foreclosure Agreement, we transferred substantially all of the assets and business operations of the Company and its subsidiaries to Ceautamed in exchange for the foregoing release.~~01. Financial~~ Upon execution and delivery of the bill of sale under the Strict Foreclosure Agreement, Ceautamed shall execute and file with the Court ~~Statements~~the Stipulation to Dismiss Lawsuit. As a result, the Company is free and ~~Exhibits~~clear of all liens, claims, interests and encumbrances, in full satisfaction of the Notes, all interest accrued thereon, and each and every other obligation of the Company and its officers, agents, guarantors, and any other party obligated under the Notes, the Security Agreement and any of the obligations.

(We believe that the foreclosure transaction is in the best interest of the Company as we have extinguished over $4 million of senior secured indebtedness, while we were unable to retain a~~) Financial~~ ~~Statements~~modest amount of ~~Business~~cash and avoid, in the short-term, an otherwise likely bankruptcy filing. Following the foreclosure process, we have ~~Acquired~~terminated most of our personnel and ceased all business operations. We therefore decide to suspend all public reporting with the SEC hereafter.

~~Not~~Item ~~applicable~~1.02. Termination of a Material Definitive Agreement.

~~(b) Pro~~See ~~Forma~~the ~~Financial Information~~disclosures in Item 1.01, which are incorporated herein by reference.

~~Not~~Item ~~applicable~~2.01. Completion of Acquisition or Disposition of Assets.

~~(c) Shell~~See ~~Company Transactions~~the disclosures in Item 1.01, which are incorporated herein by reference.

~~Not~~Item ~~applicable~~2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Transaction.

~~(d) Exhibits~~See the disclosures in Item 1.01, which are incorporated herein by reference.

~~Not~~Item ~~applicable~~4.01. Changes in Registrant’s Certifying Accountant

(a) Dismissal of independent registered public accounting firm

On September 2, 2009, the Board of Directors of the Company dismissed Moore & Associates, Chartered, Las Vegas Nevada (“Moore”) as the Company’s independent registered public accounting firm.

The reports of Moore on the Company’s financial statements as of and for the year ended December 31, 2007, contained no adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope, or accounting principle.

During the recent fiscal year ending December 31, 2007 and the subsequent period through September 2, 2009, there have been no (i) disagreements with Moore on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Moore’s satisfaction, would have caused Moore to make reference to the subject matter of the disagreement(s) in connection with its reports; or (ii) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

On August 31, 2009, the Company received a letter from SEC stating that the Public Company Accounting Oversight Board (the “PCAOB”) revoked the registration of Moore, because of violations of PCAOB rules and auditing standards in auditing the financial statements, PCAOB rules and quality control standards, and Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 thereunder, and noncooperation with a PCAOB investigation. The SEC’s letter also stated that as Moore is no longer registered with the PCAOB and that the Company may no longer include Moore’s audit reports or consents in filings with the SEC.

The Company has provided Moore with a copy of the above disclosures and requested that Moore furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statement. The Company was unable to obtain such letter from Moore.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1	Senior Secured Convertible Note, dated December 2003 (1)
10.2	Security Agreement, dated December 2003 (1)
10.3	Strict Foreclosure Agreement by and among Vital Living, Inc. and Ceautamed Worldwide, LLC, dated August 1, 2009
10.4	Assignment, dated August 26, 2009

(1) Incorporated herewith by reference to our current report on Form 8-K filed on December 19, 2003.

SIGNATURES

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

	VITAL LIVING, INC.
Date: April 2, 2009	By:	/s/ Stuart Benson
Date: September 16, 2009	By:	/s/ Stuart Benson
		Stuart Benson Chief Executive Officer
		Stuart Benson
		Chief Executive Officer

Filing Compare · VITAL LIVING INC