U.UNITED ~~S. SECURITIES AND EXCHANGE COMMISSION~~STATES

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[|X] | QUARTERLY REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OF THE ~~the~~SECURITIES ~~quarterly~~EXCHANGE ~~period~~ACT ~~ended~~OF ~~September 30, 2008~~ 1934

For the quarterly period ended March 31, 2009

~~[ ]~~ |_| TRANSITION REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OF THE ~~the~~SECURITIES ~~transition~~EXCHANGE ~~period~~ACT ~~from~~OF ~~_____to______~~1934

~~Commission~~For the ~~file~~transition ~~number~~period ~~000-53237~~from _______ to _______

Commission File Number 000-84290

VIDA LIFE INTERNATIONAL, LTD.

(~~Name~~Exact name of ~~Small~~ ~~Business~~registrant ~~Issuer~~as specified in its charter)

Nevada	20-5046886	~~20-5046886~~
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
incorporation or organization)
7046 Kentfield Drive, Cameron Park, CA		95682
(Address of principal executive offices)		(Zip Code)

~~Registrant’s~~7046 ~~telephone~~Kentfield ~~number: (415) 738-2136~~Drive, Cameron Park, CA 95682

~~Indicate by check mark whether the registrant~~ (~~1) has filed all reports required to be~~Address ~~filed by section 13 or 15(d)~~ of ~~the~~Principal ~~Securities~~Executive ~~Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports~~Offices)~~, and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]~~

~~Indicate by check mark whether registrant is a shell company~~ (~~as defined in Rule 12b-2 of the Exchange Act~~415) ~~Yes [ ]. No [X]~~ 738-2136

~~Indicate~~(Registrant’s bytelephone ~~check mark whether the registrant is a large accelerated filer~~number, ~~an accelerated~~including ~~filer,~~area a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check onecode):

~~Large~~(Former name, ~~accelerated~~former ~~filer~~address oand ~~Accelerated~~former ~~filer~~fiscal oyear, ~~Non-accelerated filer o Smaller reporting company x (Do not check~~ if achanged ~~smaller~~from ~~reporting company~~last report)

AsIndicate ofby check mark whether the ~~November~~registrant ~~14,~~(1) ~~2008~~has ~~there~~filed ~~were~~all reports required to be filed by Section 13~~,280,898~~ ~~shares~~or 15(d) of the ~~issuer’s~~Securities ~~common~~Exchange ~~stock,~~Act of 1934 during the preceding 12 months (or for ~~$0.001~~such ~~par~~shorter ~~value~~period that the registrant was required to file such reports), ~~outstanding~~and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o

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 o Accelerated filer o

Non-accelerated filer o 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). Yes o No x

As of May 7, 2009, there were 13,380,938 shares of the issuer’s common stock, $0.001 par value, outstanding.

Table of Contents

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 4T.	Controls and Procedures	14

PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	16
Item 6.	Exhibits	16

SIGNATURES		17

EXHIBIT INDEX		18

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

VIDA LIFE INTERNATIONAL, LTD.

~~TABLE~~UNAUDITED CONDENSED OFBALANCE ~~CONTENTS~~SHEETS

PART I – FINANCIAL INFORMATION
		March 31, 2009 (Unaudited)		December 31, 2008 (Audited)
	Page No.
ASSETS
Item 1. Condensed Financial Statements
Current assets:
Unaudited Condensed Balance Sheets as of September 30, 2008 and December 31, 2007	2
Cash and cash equivalents		$	12,131	$	32,891
Unaudited Condensed Statements of Operations for the three months and nine months ended September 30, 2008 and 2007	4
Trade accounts receivable			1,500		-
Unaudited Condensed Statements of Cash Flow for the nine months ended September 30, 2008 and 2007	5
Inventory			1,130		2,047
Notes to Unaudited Condensed Financial Statements	6
Total current assets			14,761		34,938
Item 2. Management's Discussion and Analysis of Financial Condition And Results of Operations	10
Property and equipment, net			6,451		7,228
Item 3. Qualitative and Quantitative Disclosure About Market Risk	15
Total assets		$	21,212	$	42,166
Item 4T. Controls and Procedures	15
PART II – OTHER INFORMATION
Item 1. Legal Procedures	15
Item 1A. Risk Factors	15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3. Default Upon Senior Securities	15
Item 4. Submission of Matters to a Vote of Security Holders	15
Item 5. Other Information	15
Item 6. Exhibits	15
Signatures

The accompanying notes are an integral part of these financial statements.

-1-

PART 1. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

VIDA LIFE INTERNATIONAL, LTD.

UNAUDITED CONDENSED BALANCE SHEETS
September 30, 2008 and December 31, 2007
	9/30/2008		12/31/2007
	(Unaudited)		(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	76,328	$	271,082
Trade accounts receivable		1,195		8,133
Inventory		2,019		1,866
Total current assets		79,542		281,081
Property and equipment, net		8,470		11,088
Total assets	$	88,012	$	292,169

UNAUDITED CONDENSED BALANCE SHEETS (continued)

The accompanying notes are an integral part of these condensed financial statements.

	March 31, 2009 (Unaudited)			December 31, 2008 (Audited)
LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:
Current portion of note payable - shareholder, net	$	317,396		$	-
Trade accounts payable		53,291			30,172
Accrued expenses		13,269			12,101
Accrued directors’ fees		10,500			7,000
Accrued officer’s compensation		272,306			218,806

Total current liabilities		666,762			268,079

Note payable – shareholder, net, less current portion		-			296,745

Total liabilities		666,762			564,824

Shareholders’ deficit:
Common stock, $.001 par value; 50,000,000 shares authorized; 13,380,938 shares issued and outstanding at 3/31/09 and 12/31/08, respectively		13,380			13,380
Additional paid-in-capital		738,666			726,666
Accumulated deficit		(1,397,596	)		(1,262,704	)

Total shareholders’ deficit		(645,550	)		(522,658	)

Total liabilities and shareholders’ deficit	$	21,212		$	42,166

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements.

-2-

VIDA LIFE INTERNATIONAL, LTD.

UNAUDITED CONDENSED BALANCE SHEETS (continued)
September 30, 2008 and December 31, 2007
	9/30/2008					12/31/2007
	(Unaudited)					(Audited)
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Trade accounts payable	$	23,513		$	24,545
Accrued expenses		5,276			23,069
Accrued directors' fees		6,000			30,000
Accrued officer's compensation		162,890			310,742
Deferred revenue		-			4,200
Total current liabilities		197,679			392,556
Note payable--shareholder, net		276,094			283,333
Total liabilities		473,773			675,889
Shareholders' deficit:
Common stock, $.001 par value; 50,000,000 shares authorized;
13,280,898 and 9,958,454 shares issued and outstanding at 9/30/08
and 12/31/07, respectively		13,280			9,958
Additional paid-in-capital		723,766			362,600
Issuable common stock		-			27,000
Accumulated deficit		(1,122,807	)		(783,278)
Total shareholders' deficit		(385,761	)		(383,720)
Total liabilities and shareholders' deficit	$	88,012		$	292,169

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these condensed financial statements.

	Three Months Ended March 31,
	2009			2008

Net sales	$	4,811		$	116,269

Cost of good sold		2,450			100,622

Gross profit		2,361			15,647

Operating expenses		104,654			119,165

Operating loss		(102,293	)		(103,518	)

Other income (expense):
Interest income		52			1,982
Interest expense		(32,651	)		(31,875	)

Total other income (expense)		(32,599	)		(29,893	)

Net loss before income taxes		(134,892	)		(133,411	)

Income tax provision		-			-

Net loss	$	(134,892	)	$	(133,411	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.01	)

Basic and diluted weighted average common shares outstanding		13,380,938			10,888,437

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements.

-3-

VIDA LIFE INTERNATIONAL, LTD.

UNAUDITED ~~CONDENSED~~ CONDENSED STATEMENTS OF ~~OPERATIONS~~CASH FLOWS

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Net sales	$	3,575		$	3,644		$	121,370		$	78,253
Cost of goods sold		1,598			3,198			103,070			35,095
Gross profit		1,977			446			18,300			43,158
Operating expenses		94,384			134,684			330,487			399,955
Operating loss		(92,407	)		(134,238	)		(312,187	)		(356,797	)
Other income (expense):
Interest income		673			3,342			3,419			7,268
Gain on debt extinguishment		64,430			-			64,430			-
Interest expense		(31,441	)		(31,875	)		(95,191	)		(56,458	)
Total other income (expense)		33,662			(28,533	)		27,342			(49,190	)
Net loss before income taxes		(58,745	)		(162,771	)		(339,529	)		(405,987	)
Income tax provision		-			-			-			-
Net loss	$	(58,745	)	$	(162,771	)	$	(339,529	)	$	(405,987	)
Basic and diluted loss per common share	$	(0.00	)	$	(0.02	)	$	(0.03	)	$	(0.04	)
Basic and diluted weighted average common shares outstanding		13,280,898			9,933,454			12,416,248			9,889,480

For the Three Months Ended March 31, 2009 and 2008

The accompanying notes are an integral part of these condensed financial statements.

	Three Months Ended March 31,
	2009			2008

Cash flows from operating activities:
Net loss	$	(134,892	)	$	(133,411	)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization		777			1,218
Amortization of debt discount		20,651			21,875
Related party exchange of stock for interest		12,000			-
Changes in operating assets and liabilities:
Accounts receivable		(1,500	)		(97,641	)
Inventory		917			98
Accounts payable		23,119			96,818
Accrued expenses		1,168			(5,571	)
Accrued directors’ fees		3,500			4,500
Accrued officer’s compensation		53,500			54,000
Deferred revenue		-			(4,200	)

Net cash flows used in operating activities		(20,760	)		(62,314	)

Cash flows from investing activities:
Purchases of property and equipment		-			(592	)

Net cash flows used in investing activities		-			(592	)

Net change in cash		(20,760	)		(62,906	)

Cash and cash equivalents, beginning of year		32,891			271,082

Cash and cash equivalents, end of year	$	12,131		$	208,176

Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	-		$	10,000

Non-cash financing activities:
Discount of note payable due to detachable stock warrants	$	20,651		$	21,875

Issuance of common stock for services previously accrued	$	-		$	3,022,444

~~Table~~The accompanying notes are an integral part of ~~Contents~~these financial statements.

-4-

VIDA LIFE INTERNATIONAL, LTD.

~~UNAUDITED~~Notes ~~CONDENSED STATEMENTS OF CASH~~to ~~FLOW~~Financial Statements

	Nine Months Ended September 30,
	2008			2007
Cash flows from operating activities:
Net loss	$	(339,529	)	$	(405,987	)
Adjustments to reconcile net loss to net cash flows
used in operating activities:
Depreciation and amortization		3,693			4,218
Amortization of debt original issue discount		65,191			36,458
Gain on extinguishment of debt		(64,430	)		-
Common stock issued for services		-			159,375
Changes in operating assets and liabilities:
Trade accounts receivable		6,938			13,867
Inventory		(153	)		4,777
Accounts payable		(1,032	)		(2,354	)
Accrued expenses		(17,793	)		(67,690	)
Accrued officer's compensation		151,636			138,668
Accrued directors' fees		6,000			13,500
Deferred revenue		(4,200	)		(25,084	)
Net cash flows used in operating activities		(193,679	)		(130,252	)
Cash flows from investing activities:
Purchases of property and equipment		(1,075	)		-
Net cash flows used in investing activities		(1,075	)		-
Cash flows from financing activities:
Proceeds from note payable - shareholder		-			400,000
Net cash provided by financing activities		-			400,000
Net change in cash		(194,754	)		269,748
Cash and cash equivalents, beginning of period		271,082			17,882
Cash and cash equivalents, end of period	$	76,328		$	287,630
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	40,000		$	20,000
Non-cash financing activities:
Fair value of detachable stock warrant	$	8,000		$	175,000
Issuance of common stock for services previously accrued	$	356,488		$	-

March 31, 2009

~~The~~1. BASIS ~~accompanying~~OF ~~notes are an integral part of these condensed financial statements.~~PRESENTATION

~~Table~~The condensed balance sheets as of ~~Contents~~March 31, 2009 and December 31, 2008, the condensed statements of operations and cash flows for the three month periods ended March 31, 2009 and 2008 have been prepared by Vida Life International, Ltd. (the “Company”), without audit. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the fiscal year as a whole or any other interim period. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in cash flows at March 31, 2009 and for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the audited financial statements and notes for the years ended December 31, 2008 and 2007, which are included in the Company’s Annual Report on Form 10-5-K for the year ended December 31, 2008 and 2007.

~~VIDA~~The ~~LIFE~~presentation ~~INTERNATIONAL~~of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, ~~LTD~~liabilities, and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period. The estimates and assumptions used in the accompanying condensed financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the time of the financials statement. Actual results could differ from those estimates.

12. ~~BASIS OF PRESENTATION~~LIQUIDITY/GOING CONCERN

The ~~condensed~~Company ~~balance~~has ~~sheets~~incurred assignificant ofoperating ~~September~~losses ~~30,~~during ~~2008,~~its ~~the~~periods ~~condensed statements~~ of ~~operations~~operation. ~~for~~At ~~the~~March 31, ~~three~~2009, ~~month~~the ~~and~~Company ~~nine~~reports ~~month~~a ~~periods~~negative ~~ended~~working capital ~~September~~position ~~30,~~of ~~2008 and 2007~~$652,001, ~~and~~an ~~the~~accumulated ~~condensed~~deficit ~~statements~~ of ~~cash~~$1,397,596 ~~flows~~and ~~for the nine month periods~~a ~~then~~shareholders’ ~~ended~~deficit ~~have~~of ~~been prepared by Vida Life International~~$645, ~~Ltd~~550. ~~(the~~It ~~“Company”), without~~is ~~audit. Operating~~management’s ~~results~~opinion ~~for~~that ~~the~~these ~~interim periods presented~~facts ~~are~~raise ~~not~~substantial ~~necessarily~~doubt ~~indicative~~about of the ~~results~~Company’s ~~that~~ability ~~may~~to becontinue ~~expected~~as ~~for~~a ~~the~~going ~~fiscal~~concern ~~year~~without asadditional adebt ~~whole~~ or ~~any~~equity ~~other~~financing ~~interim~~or ~~period. In~~ the ~~opinion~~ability of ~~management,~~ ~~all adjustments (which include only normal recurring adjustments)~~the ~~necessary~~Company to ~~present~~increase ~~fairly the financial position, results of operations and changes in cash flows at September 30, 2008 and for all periods presented have been made~~revenues.

~~Certain~~In order ~~information~~to ~~and~~meet ~~footnote~~its ~~disclosures~~working ~~normally~~capital ~~included~~needs inthrough ~~financial~~the ~~statements prepared~~next intwelve ~~accordance~~months, ~~with~~the ~~accounting~~Company plans ~~principles~~to ~~generally~~seek ~~accepted~~to inobtain ~~the United~~outside ~~States~~debt offinancing ~~America~~to ~~have~~support ~~been~~the ~~condensed~~planned orincrease in ~~omitted. It~~revenues ~~is suggested~~resulting ~~that~~from ~~these~~new ~~condensed~~sales ~~financial~~channels ~~statements~~and beproducts ~~read~~over inthe ~~conjunction~~next ~~with~~year. However, the ~~audited~~Company ~~financial~~is ~~statements~~uncertain ~~and~~such ~~notes~~financing ~~for~~will ~~the~~be ~~years~~available ~~ended~~on ~~December~~terms favorable 31to the Company, ~~2007 and~~if ~~2006~~at all.

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period3. ~~The estimates and~~ CONCENTRATION ~~assumptions~~OF used in the accompanying condensed financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the time of the financial statements. Actual results could differ from those estimates.RISKS

~~2 CONCENTRATIONS~~Major ~~OF RISK~~Customers

~~Major~~The ~~Customer~~following is a schedule of significant sales to customers for the three months ended March 31, 2009 and 2008 and significant customer accounts receivable balances as of March 31, 2009 and 2008:

During the nine months ended September 30, 2008, and 2007 87% and 66% of the Company’s sales were to one customer respectively.

	2009		2008
Customer	Percent of Sales	Percent of A/R	Percent of Sales	Percent of A/R

A	84%	100%	-	-
B	-		91%	97%

Geographic Concentrations

Export sales as a percentage of total sales were 9684% and 9399% for the ~~nine~~three months ended ~~September 30~~March 31, ~~2008~~2009 and ~~2007~~2008, respectively. Export sales are attributed to the country where the product is shipped. All export sales are negotiated, invoiced and paid in US dollars. ~~Sales~~Export bysales by country are as follows:

	2008		2007
	2009		2008
United States	$	~~4,687~~771	$	~~5,176~~964
Nigeria		105,000		-
Japan		4,040		765
Pakistan		7,178		7,557
Turkey		-		-
Japan		765		51,388
Nigeria		-		105,105
Turkey		-		12,150
Pakistan		-		7,475
Czech Republic		2,540		-
Australia		-		476
Other		~~1,200~~-		1,~~982~~484
	$	~~121~~4,~~370~~811	$	78116,~~253~~269

~~Table of Contents~~-5-

4. NOTE PAYABLE -6- SHAREHOLDER

~~VIDA~~On March ~~LIFE~~19, ~~INTERNATIONAL~~2007, ~~LTD~~the Company entered into a note payable (the “Note”) for $400,000 from one of its shareholders. The Note bears interest at 10%, requiring quarterly interest payments only, with the entire principal balance originally due March 19, 2009. The Note is secured by 1,000,000 shares of restricted common stock. As further consideration for the Note, the Company issued a detachable stock warrant to the shareholder, which provided the shareholder the right to purchase 200,000 shares of the Company’s common stock at $1.00 per share at any time during the duration of the Note. The proceeds of the Note were allocated to the Note and stock warrant, based on their relative fair values in accordance with Accounting Principles Board Opinion (APB) 14 “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”. Accordingly, $175,000 was allocated to the stock warrant as a discount to the Note and to additional paid-in capital. The fair value of the warrant has been estimated as of the date the loan proceeds were received using the Black-Scholes pricing model using the risk free rate of 4.46%, market price of the underlying stock of $1.15 per share, expected term of 2 years and the volatility rate of 155.33%.

~~3 NOTE~~On August ~~PAYABLE~~4, 2008, the shareholder agreed to amend the Note to extend the maturity date to March 19, 2010. No consideration was provided to the shareholder beyond the extension of the maturity date of the note and the detachable warrant. Consistent with the guidelines of EITF 96-19, ~~SHAREHOLDER~~“Debtor’s Accounting for a Modification or Exchange of Debt Instruments”, the amendment of the Note has been accounted for as an extinguishment of debt. Accordingly, the Company recorded the amended Note and detachable stock warrant at their fair values and recorded a gain from the extinguishment of the original Note and detachable stock warrant of $64,430 during the fiscal quarter ended September 30, 2008.

~~On March~~In ~~19,~~accordance ~~2007,~~with ~~the~~APB ~~Company~~14 ~~entered~~and ~~into~~as anoted ~~note~~above, ~~payable (~~the “amended Note”) ~~for~~and ~~$400,000~~detachable ~~from~~stock ~~one~~warrant ofwas ~~its~~recorded ~~shareholders. The~~at ~~Note~~their ~~bears~~fair ~~interest~~value at ~~10%~~$265,201 ~~requiring quarterly~~and ~~interest payments only~~$8, ~~with the entire principal balance originally due March 19~~000, ~~2009~~respectively. ~~Interest~~ The ~~expense~~difference ~~related~~of ~~to the Note was~~ $30134,~~000 and~~799 ~~$20,000~~between ~~for~~ the ~~nine~~fair ~~months~~value ~~ended~~of ~~September~~the ~~30,~~amended ~~2008~~Note and ~~2007,~~its ~~respectively. The~~face ~~Note~~value ishas ~~secured~~been byrecorded ~~1,000,000~~as ~~shares of restricted common stock. As further consideration for the Note, the Company issued~~ a ~~detachable~~discount ~~stock warrant~~ to the ~~shareholder,~~amended ~~which~~Note ~~provided~~and ~~the~~will be ~~shareholder~~amortized ~~the right~~ to ~~purchase 200,000 shares of~~ the ~~Company’s~~amended ~~common~~Note ~~stock at~~and ~~$1.00~~interest ~~per~~expense ~~share~~over ~~at any time during~~ the ~~duration~~remaining ofterm ~~the Note. The proceeds~~ of the Note ~~were~~using ~~allocated to~~ the ~~Note~~effective ~~and~~interest ~~stock~~rate ~~warrant,~~method. ~~based~~The ~~on their relative~~ fair ~~values~~value inof ~~accordance with Accounting Principles Board~~the ~~Opinion~~detachable ~~(APB)~~stock 14warrant ~~“Accounting~~was ~~for~~recorded ~~Convertible~~as ~~Debt~~an ~~and~~adjustment ~~Debt Issued with Stock Purchase Warrants”. Accordingly, $175,000 was allocated~~ to the ~~stock~~gain on ~~warrant~~extinguishment asof adebt ~~discount to the Note~~ and to additional paid-in capital. The fair value of the detachable stock warrant ~~has~~was ~~been~~ estimated as of the date of the ~~loan~~amended ~~proceeds~~Note ~~were received~~ using the Black-Scholes pricing model ~~using~~ with the ~~risk~~following assumptions: the risk-free interest rate of 42.4642%, market price of ~~$1.15~~the ~~per~~underlying ~~share,~~stock ~~exercise price~~ of $10.0010 per share, expected term of 21.5 years and ~~the~~a volatility rate of ~~155.33~~ 180%.

OnInterest expense ~~August~~related 4to the Note was $32,651 ~~2008~~and $31,875 ~~the~~(which ~~shareholder~~included non-cash ~~agreed~~discount toamortization ~~amend~~of ~~the~~$20,651 ~~Note~~and to$21,875, ~~extend~~respectively) for the ~~maturity~~three ~~date~~months ended to March 1931, ~~2010~~2009 and 2008, respectively.

Consistent with the guidelines of EITF 96-19, Debtor’s Accounting for a Modification or Exchange of Debt Instruments, the amendment of the Note has been accounted for as an extinguishment of debt. Accordingly, the Company recorded the amended Note and detachable stock warrant at their fair values and recorded a gain from the extinguishment of original Note and detachable stock warrant of $64,430.

The following table summarizes the note payable - shareholder balance:

Balance December 31, 2006	$	-
Gross Proceeds		400,000
Less: Original issue discount allocated to the warrants		(175,000	)
Less: Discount allocated to the warrants		(175,000	)
Add: Amortization of original issue discount		58,333
Add: Amortization of debt discount		58,333
Balance December 31, 2007		283,333
Add: Amortization of original issue discount		54,298
Add: Amortization of debt discount		54,298
Less: Extinguishment of debt		(337,631	)
Add: Fair value of amended Note		265,201
Add: Amortization of amended Note issue discount		10,893
Add: Amortization of amended Note discount		31,544
Balance September 30, 2008	$	276,094
Balance December 31, 2008 (face value of $400,000)		296,745
Add: Amortization of amended Note discount		20,651
Balance March 31, 2009 (face value of $400,000)	$	317,396

Scheduled maturities of note payable-shareholder are as follows for the years ~~ending December~~ended December 31:

2008	$	-
2009	$	-
2009		-
2010	$	400,000
2010		400,000
	$	400,000

~~4 COMMON STOCK~~-6-

5. SHAREHOLDERS’ DEFICIT

Common Stock:

On November 14, 2008, the Company issued 100,000 shares of common stock valued at the trading market price of the Company’s common stock on the date of issuance of $.03 per share or $3,000 to an unrelated company, for legal services rendered.

On June 3, 2008, 300,000 shares of common stock valued at the trading market price of the Company’s common stock on the date of issuance of $0.10 per share for a total value of $30,000 were issued to Directors for services that were accrued in 2007.

On March 3, 2008, 2,722,444 shares of common stock valued at the trading market price of the Company’s common stock on the date of issuance of $0.11 per share for a total value of $299,488 were issued to our ~~President~~CEO for compensation that was ~~accrued~~ accrued in 2006 and 2007.

On March 3, 2008, 300,000 shares of common stock valued at $27,000 were issued to a shareholder in connection with the expenses related to the merger that occurred in May of 2006. The fair value of these shares was determined based ~~upon~~ upon the trading market price of the Company’s stock as of the date the shares ~~were~~ were declared, reduced by a lack of marketability discount. The stock issuance was retroactively recorded in 2006 and included in equity as issuable common stock in connection with the merger.

~~5 BUSINESS~~Stock Warrants ~~SEGMENTS~~Outstanding:

~~The Company’s~~On ~~operations are conducted primarily over two operating~~March ~~segments. Statement~~19, of2007 ~~Financial~~we ~~Accounting~~issued ~~Standards (SFAS) No. 131~~$200, ~~“Disclosure~~000 ~~about Segments~~ of andetachable ~~Enterprise~~stock ~~and~~warrants ~~Related~~in ~~Information”~~connection ~~requires that~~with a ~~public business enterprise report a measure of segment profit or loss,~~ ~~certain~~Note ~~specific~~payable-shareholder ~~revenue~~(see ~~and~~Note ~~expense items and total segment assets~~4). It requires the management approach in determining reportable business segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source for reportable segments. Management has identified the fishmeal and health supplement segments to be their reportable business segments.

~~Table~~6. RELATED PARTY ~~of Contents~~TRANSACTIONS

In connection with the Note payable-shareholder (see Note 4), the Company paid interest to the shareholder in the amount of $10,000 during the three months ended March 31, 2008. On March 21, 2009, the Company’s majority shareholder transferred 100,000 shares of his personal holdings of the Company’s common stock, valued at $12,000, to the note holder, on behalf of the Company, in lieu of paying the $10,000 cash interest payment due for the three-months ended March 31, 2009. This transaction was recorded as an increase to additional paid-in-capital and interest expense.

-7-

~~VIDA LIFE INTERNATIONAL, LTD~~7. BUSINESS SEGMENTS

The Company’s operations are conducted primarily over two operating segments. Statement of Financial Accounting Standards (SFAS) No. 131, “Disclosure about Segments of an Enterprise and Related Information” requires ~~regarding~~that a public business enterprise report a measure of segment profit or loss, certain specific revenue and expense items and total segment assets. It requires the ~~Company’s~~management approach in determining reportable business segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as ~~follows:~~the source for reportable segments. Management has identified the fishmeal and health supplements segments to be their reportable business segments.

			Health		Corporate
	Fishmeal		Supplements		& Other			Total
Three Months Ended September 30, 2008
Net sales	$	-	$	3,575	$	-		$	3,575
Gross profit		-		1,977		-			1,977
Operating income (loss)		-		3,145		(95,552	)		(92,407	)
Interest income		-		-		673			673
Interest expense		-		-		31,441			31,441
Depreciation and amortization		-		313		928			1,241
Identifiable net assets		-		3,898		84,114			88,012
Three Months Ended September 30, 2007
Net sales	$	-	$	3,644	$	-		$	3,644
Gross profit		-		446		-			446
Operating income (loss)		-		2,294		(136,532	)		(134,238	)
Interest income		-		-		3,342			3,342
Interest expense		-		-		31,875			31,875
Depreciation and amortization		-		417		989			1,406
Identifiable net assets		-		19,362		296,700			316,062
Nine Months Ended September 30, 2008
Net sales	$	105,765	$	15,605	$	-		$	121,370
Gross profit		8,356		9,944		-			18,300
Operating income (loss)		8,356		9,006		(329,549	)		(312,187	)
Interest income		-		-		3,419			3,419
Interest expense		-		-		95,191			95,191
Depreciation and amortization		-		938		2,755			3,693
Identifiable net assets		-		3,898		84,114			88,012
Nine Months Ended September 30, 2007
Net sales	$	-	$	78,253	$	-		$	78,253
Gross profit		-		43,158		-			43,158
Operating income (loss)		-		41,907		(398,704	)		(356,797	)
Interest income		-		-		7,268			7,268
Interest expense		-		-		56,458			56,458
Depreciation and amortization		-		1,251		2,967			4,218
Identifiable net assets		-		19,362		296,700			316,062

Information regarding our reportable business segments is as follows for the three months ended March 31:

Three Months Ended March 31, 2009	Fishmeal		Health Supplements		Corporate & Other			Total
Net Sales	$	-	$	4,811	$	-		$	4,811
Gross Profit	$	-	$	2,361	$	-		$	2,361
Operating Income (Loss)	$	-	$	2,361	$	(104,654	)	$	(102,293	)
Interest Income	$	-	$	-	$	-		$	-
Interest Expense	$	-	$	-	$	32,651		$	32,651
Depreciation & Amortization	$	-	$	101	$	676		$	777
Identifiable Net Assets	$	-	$	-	$	6,451		$	6,451

Three Months Ended March 31, 2008	Fishmeal		Health Supplements		Corporate & Other			Total
Net Sales	$	105,765	$	10,504	$	-		$	116,269
Gross Profit	$	8,356	$	7,291	$	-		$	15,647
Operating Income (Loss)	$	8,356	$	6,425	$	(118,299	)	$	(103,518	)
Interest Income	$	-	$	-	$	-		$	-
Interest Expense	$	-	$	-	$	31,875		$	31,875
Depreciation & Amortization	$	-	$	313	$	905		$	1,218
Identifiable Net Assets	$	-	$	4,387	$	6,075		$	10,462

Fishmeal is sold primarily as a high protein food ingredient for agricultural animal feed. It is typically sold in large bulk shipments using outside contractors to process and package the product to the Company’s specifications. Health supplements and related raw materials are inventoried, packaged and sold in much smaller cases and quantities. These items have typically gone through extensive design and development to achieve the desired formulation.

Management does not make any allocations of general operating expenses or research and development expenses when evaluating the performance of these segments. These costs primarily consist of executive compensation, consulting fees and development costs which are evaluated on a company-wide basis. Therefore, there is limited discrete segmented financial information available beyond sales and gross profit.

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-8-

~~VIDA LIFE INTERNATIONAL, LTD~~8. COMMITMENT

~~6 SUBSEQUENT~~On ~~EVENT~~October 30, 2008, the Board of Directors agreed to provide an employment agreement for the CEO. As of the date of this report, the terms of this agreement have not been completely defined.

~~On October 30, 2008 the Board of Directors agreed to a deferred compensation plan for the CEO~~9. ~~The plan provides for compensation of up to 50% of the~~ RECENT ~~CEO's annual~~ACCOUNTING ~~salary immediately predeeding retirement to be paid for 10 years and other benefits upon retirement.~~DEVELOPMENTS

~~7 RECENTLY~~In April ~~ISSUED~~of ~~ACCOUNTING~~2009, ~~STANDARDS~~the Financial Accounting Standards Board (FASB) issued FSP FAS 107-1, APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments” (“FSP FAS 107-1, APB 28-1”). FSP FAS 107-1, APB 28-1 requires fair value disclosures in both interim as well as annual financial statements in order to provide more timely information about the effects of current market conditions on financial instruments. FSP FAS 107, APB 28-1 is effective for interim and annual periods ending after June 15, 2009 and will be adopted by the Company in the second quarter of 2009. The Company currently does not expect adoption of this standard to have a material effect on its financial position or results of operations.

In ~~September~~December ~~2006~~2007, the FASB issued ~~Statement of Financial Accounting Standards (“~~SFAS”) No. ~~157, “Fair Value Measurements”~~ 141(~~SFAS No. 157~~R)~~. SFAS No. 157 establishes a common definition for fair value~~, ~~establishes~~“Business ~~a framework for measuring fair value~~Combinations,” ~~and expands disclosure about such fair value measurements.~~which ~~SFAS~~became ~~No. 157 is~~ effective ~~for~~January ~~financial assets and financial liabilities for fiscal years beginning after November 15~~1, ~~2007.~~2009 ~~Issued~~via inprospective ~~February~~application ~~2008,~~to ~~FSP~~business ~~157-1~~combinations. ~~“Application~~This ~~of FASB~~ Statement ~~No.~~requires ~~157~~that tothe ~~FASB~~acquisition ~~Statement~~method ~~No.~~of ~~13 and Other~~accounting ~~Accounting~~be ~~Pronouncements~~applied ~~That~~to ~~Address~~a ~~Fair~~broader ~~Value~~set ~~Measurements for Purposes~~ of ~~Lease~~ ~~Classification~~business orcombinations, ~~Measurement~~amends ~~under~~the ~~Statement~~definition ~~13”~~of ~~removed leasing~~a ~~transactions~~business ~~accounted~~combination, ~~for~~provides ~~under~~a ~~Statement~~definition 13of ~~and~~a ~~related~~business, ~~guidance~~requires ~~from~~an ~~the~~acquirer ~~scope~~to ofrecognize ~~SFAS~~an ~~No.~~acquired ~~157.~~business ~~FSP~~at ~~157-2~~its ~~“Partial~~fair ~~Deferral~~value ofat the ~~Effective~~acquisition ~~Date~~date ofand ~~Statement~~requires ~~157” (FSP 157-2), deferred~~ the ~~effective date of SFAS No. 157 for all nonfinancial~~ assets and ~~nonfinancial~~ liabilities ~~that~~assumed ~~are not recognized or disclosed at fair value~~ in ~~the financial statements on~~ a ~~recurring~~business ~~basis~~combination ~~(at least annually)~~ to ~~fiscal~~be measured ~~years~~and ~~beginning~~recognized ~~after~~at ~~November~~their ~~15,~~fair ~~2008.~~values ~~SFAS~~as ~~No. 157-3 "Determining the Fair Value~~ of ~~a Financial Asset When~~ the ~~Market~~acquisition ~~for~~date ~~That~~(with ~~Asset~~limited Isexceptions). ~~Not~~The ~~Active"~~Company ~~issued~~adopted inthis ~~October~~Statement ~~2008,~~on ~~clarified~~January ~~the~~1, ~~application of FASB~~2009. ~~Statement~~There ~~No.~~was ~~157,~~no ~~Fair~~impact ~~Value~~upon ~~Measurements~~adoption, ~~in a market that is not active~~ and ~~provides~~ anits ~~example~~effects toon ~~illustrate~~future ~~key~~periods ~~considerations~~will ~~in determining the fair~~depend ~~value~~on ~~of a financial asset when~~ the ~~market~~ ~~for~~nature ~~that~~and ~~financial~~significance ~~asset is not active. The adoption~~ of ~~SFAS~~business ~~No.~~combinations ~~157~~subject ~~is not expected~~ to ~~impact our~~this ~~financial statements~~statement.

In ~~February~~ ~~2007~~April 2009, the FASB issued ~~SFAS~~FSP ~~No.~~FAS ~~159~~141(R)-1, “~~The~~Accounting ~~Fair Value Option~~ for ~~Financial~~ Assets Acquired and Liabilities ~~Financial~~Assumed ~~Liabilities~~in —a ~~Including~~Business anCombination ~~Amendment~~That ofArise ~~FASB Statement~~from NoContingencies. ~~115~~” This ~~(“SFAS~~FSP ~~No.~~requires ~~159”).~~that ~~This~~assets ~~statement~~acquired ~~permits~~and ~~entities~~liabilities toassumed ~~choose to~~in ~~measure~~a ~~many~~business combination ~~financial~~that ~~assets~~arise ~~and~~from ~~liabilities~~contingencies ~~and~~be ~~certain~~recognized ~~other~~at ~~items~~fair atvalue if fair value. ~~The~~can ~~objective~~be isreasonably toestimated. ~~improve~~If ~~financial~~fair ~~reporting~~value bycannot ~~providing~~be ~~entities with~~reasonably estimated, the ~~opportunity~~asset toor ~~mitigate~~liability ~~volatility~~would generally be recognized in ~~reported~~accordance ~~earnings~~with ~~caused~~SFAS byNo. ~~measuring~~5, ~~related~~“Accounting ~~assets~~for Contingencies” and ~~liabilities~~FASB ~~differently~~Interpretation ~~without~~No. ~~having~~14, ~~to apply~~“Reasonable ~~complex~~Estimation ~~hedge~~of ~~accounting~~the ~~provisions.~~Amount ~~The~~of ~~Company~~a ~~does~~Loss”. ~~not~~Further, ~~anticipate~~the ~~that~~FASB itremoved the subsequent ~~will~~accounting ~~adopt~~guidance ~~the~~for ~~provisions~~assets ofand liabilities arising from contingencies from SFAS No. ~~159~~141(R).

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations (SFAS 141(R)).” SFAS 141(R) states that all business combinations, whether full, partial, or step acquisitions, will result in all assets and liabilities of an acquired business being recorded at their fair values at the acquisition date. In subsequent periods, contingent liabilities will be measured at the higher of their acquisition date fair value or the estimated amounts to be realized. SFAS 141(R) applies to all transactions or other events in which an entity obtains control of one or more businesses. This statement is effective for any business combinations consummated as of the beginning of an entity’s first fiscal year beginning after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statement—amendments of ARB No. 51 (SFAS 160).” SFAS 160 states that accounting and reporting for minority interests will be re-characterized as non-controlling interests and classified as a component of equity. SFAS 160 applies to all entities that prepare consolidated financial statements, except not-for-profit organizations, but will affect only those entities that have an outstanding non-controlling interest in one or more subsidiaries or that deconsolidate a subsidiary. This statement is effective as of the beginning of an entity’s first fiscal year beginning after December 15, 2008. The Company is currently evaluating the impact, if any the adoption of SFAS No. 160 will have on its results of operations, financial position and related disclosures.

Table of Contents

-9-

~~VIDA~~ ~~LIFE~~Item ~~INTERNATIONAL,~~2. Management’s ~~LTD~~Discussion and Analysis of Financial Condition and Results of Operations.

~~Item 2.~~ Our Management’s Discussion and ~~analysis~~Analysis of ~~financial~~Financial ~~condition~~ Condition and ~~results~~Results of Operations ~~operations~~set forth below should be read in conjunction with our audited financial statements, and notes thereto, contained in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on April 1, 2009.

~~SPECIAL NOTE REGARDING FORWARD~~Forward-~~LOOKING STATEMENTS~~Looking Statements

~~The~~Some of ~~following~~the ~~discussion~~statements ismade ~~intended~~in tothis ~~provide~~section ~~an analysis~~ of our ~~financial condition~~report ~~and~~are ~~should~~forward-looking statements. beThese ~~read~~forward-looking instatements ~~conjunction~~generally ~~with~~relate ~~our~~to ~~audited~~and ~~financial~~are based ~~statements~~upon ~~and~~our ~~the~~current ~~notes~~plans, ~~thereto. The~~expectations, ~~matters~~assumptions ~~discussed~~and inprojections ~~this~~about ~~section,~~future ~~which~~events. Our ~~are~~management ~~not~~currently ~~historical~~believes orthat ~~current~~the ~~facts~~various plans, expectations, ~~deal~~and ~~with~~assumptions ~~potential~~reflected ~~future circumstances~~in ~~and~~or ~~developments. Such~~suggested by these forward-looking statements ~~include, but~~ are ~~not~~reasonable. Nevertheless, ~~limited~~all ~~to,~~forward-looking statements ~~the~~involve ~~development~~risks ~~plans~~and ~~for~~uncertainties and our ~~growth,~~actual ~~trends~~actions inor ~~the~~future results ofmay ~~our~~be ~~development,~~materially ~~anticipated~~different ~~development~~from the plans, ~~operating~~objectives ~~expenses~~or expectations, or our assumptions and projections underlying our ~~anticipated~~present ~~capital~~plans, ~~requirements~~objectives and expectations, ~~capital~~which ~~resources~~are expressed in this report. ~~Our~~ Examples ~~actual~~of ~~results~~specific ~~could~~factors ~~differ~~that ~~materially~~might ~~from~~cause ~~the~~our actual results ~~discussed~~to indiffer ~~the~~from our current ~~forward-looking~~expectations ~~statements.~~include but are not limited to:

~~Overview~~· Our need for additional financing to fund operations and capital expansion of our fishmeal business

~~Vida~~· ~~Life International, Ltd is a Nevada Corporation currently trading on the Pink Sheets.~~ Our ~~mission~~inability is to ~~produce~~ ~~high~~successful ~~quality~~market ~~fishmeal,~~ and ~~nutritional~~develop ~~supplements~~our including fish oil and other natural health supplements distributed on a world-wide basis. We also have worldwide rights to manufacture, distribute and sell energy-efficient products based upon a novel “heating ~~technology”~~technologies ~~invented in Japan that is now patent pending. The first products under development using this heating technology are an electric tank-less water heater~~ and afertilizing ~~portable room heater.~~products

~~Products~~· Our /inability ~~Markets~~to protect our intellectual property and developing technologies, or

~~Fishmeal -We are a trader of~~· Our ~~fishmeal and fish oil products. Fishmeal is a thick powder obtained from cooking~~inability, ~~drying,~~for ~~and~~any ~~grinding raw fish. Fishmeal is a rich protein source~~reason, ~~and is~~to ~~used~~retain asour anexecutive ~~ingredient in feedstuffs in the aquaculture, dairy, and poultry~~management ~~industries~~personnel. ~~It also has applications in products for human consumption and in animal feed. We specialize in stream lining the process of transforming raw fishmeal into client-specific products.~~

~~Nutritional~~The ~~Supplements~~foregoing -list ~~Raw~~is ~~materials~~not ~~for~~exhaustive. In ~~supplements~~light ~~are~~of ~~purchased~~the ~~from manufacturers~~foregoing, prospective ~~distributors~~investors orare ~~importers~~cautioned ~~and~~that ~~are~~the ~~drop~~forward-~~shipped~~looking statements included in this filing may ultimately prove to abe ~~contract~~inaccurate—even materially ~~manufacturer~~inaccurate. Because ~~for~~of ~~encapsulation,~~the ~~bottling~~significant uncertainties inherent in such forward-looking statements, ~~and~~the ~~labeling.~~inclusion ~~The~~of ~~finished~~such ~~product~~information isshould not be ~~then~~regarded ~~drop-shipped~~as ~~directly~~a torepresentation ~~our~~or ~~client.~~warranty ~~Our~~by ~~input~~Vida isLife ~~limited~~International, toLtd. ~~ordering~~or ~~the~~any ~~materials;~~other ~~coordinating~~person ~~the~~that ~~shipping~~our ~~and~~objectives, ~~manufacturing;~~plans, ~~and~~expectations ~~billing~~or ~~clients. Products~~projections that are contained ~~made~~in tothis ~~our~~filing ~~specifications,~~will asbe ~~provided~~achieved byin ~~our~~any specified time frame, if ~~clients~~ever.

WeGeneral frequently utilize the services of logistics warehouses in our operations. A logistics warehouse is a type of business that offers services as a freight forwarder (receives your cargo), warehouses it, and then drop ships orders on your behalf. Operations can take place at any port or airport in the world. All logistics warehouses are bonded and licensed by their respective agencies. We have used logistics warehouses in Peru, Ecuador, and in Miami, FL.Overview

~~The~~Vida Life ~~following~~International, ~~information~~Ltd. ~~should~~(“we,” bethe ~~read~~“Company” or “Vida Life”) was incorporated in ~~conjunction~~the State ~~with~~of Minnesota as Town & Country Home Furnishings, Inc. on June 26, 1969. In November 1999, we reincorporated in the ~~financial~~State of ~~statements~~Nevada. From ~~and~~April ~~notes~~2003 ~~thereto~~to ~~appearing~~April ~~elsewhere~~2006, inour ~~this~~corporate ~~Form~~name ~~10Q~~was Environmental Impact Corporation. In April 2006, we changed our name to Vida Life International, Ltd.

~~For~~The Company was an inactive shell company until May 2006. In May 2006, we entered into an Agreement and Plan of Merger with ACS Trading Corp., a private corporation incorporated in the ~~Three~~ ~~Months~~State ~~Ended~~of ~~September~~Delaware 30(“ACS”), ~~2008~~under which we issued 6,300,000 shares of our common stock to acquire all of the outstanding shares of ACS in a direct statutory merger transaction. ACS was a corporation engaged in the business of trading fishmeal and ~~2007 –~~nutritional supplements that incorporate fish oil as an ingredient. As a result of the merger transaction, ACS merged with and into Vida Life and we have carried on the business formerly owned and operated by ACS. Since the merger transaction resulted in the stockholders of ACS acquiring control of Vida Life, for financial statement purposes the merger has been accounted for as an additional capitalization of Vida Life (~~Unaudited~~i.e., a reverse acquisition with ACS as the accounting acquirer).

~~Segment~~We have ~~Results~~developed a diversified array of innovative technologies and related products for personal health care, plant fertilization and animal nutrition, in addition to energy-efficient technologies and products. Currently, our operations are divided into four strategic segments:

~~The Company’s~~• ~~business~~Fishmeal ~~consists~~– ofwe ~~two~~buy ~~operating~~and ~~segments:~~resell fishmeal ~~and~~for ~~related products~~use ~~and~~as ~~health~~a ~~supplements.~~high-protein ~~Segment~~ingredient ~~information~~in ~~follows:~~animal feed and organic fertilizer.

			Health		Corporate
	Fishmeal		Supplements		& Other			Total
Three Months Ended September 30, 2008
Net sales	$	-	$	3,575	$	-		$	3,575
Gross profit		-		1,977		-			1,977
Operating income (loss)		-		3,145		(95,552	)		(92,407	)
Interest income		-		-		673			673
Interest expense		-		-		31,441			31,441
Depreciation and amortization		-		313		928			1,241
Identifiable net assets		-		3,898		84,114			88,012
Three Months Ended September 30, 2007
Net sales	$	-	$	3,644	$	-		$	3,644
Gross profit		-		446		-			446
Operating income (loss)		-		2,294		(136,532	)		(134,238	)
Interest income		-		-		3,342			3,342
Interest expense		-		-		31,875			31,875
Depreciation and amortization		-		417		989			1,406
Identifiable net assets		-		19,362		296,700			316,062

•

Health Supplements – we develop, produce and sell health supplements that incorporate fish oil and multiple herbs (primarily from South America) as ingredients.

~~Revenues~~• Heating Technology – we are developing energy-efficient products based on a novel patent-pending heating technology.

~~For~~• ~~the three~~Fertilizing ~~month~~– ~~period~~we ~~ended~~are ~~September~~in ~~30,~~the ~~2008,~~process ~~revenues~~of ~~decreased~~field bytesting 2%new ~~over~~organic ~~the comparable~~fish ~~period~~fertilizers ~~one~~for ~~year ago~~plants.

~~Fishmeal~~Of the four segments noted above, we presently report segment results from fishmeal and health supplements only. We have determined that the heating technology and fertilizing segments were not reportable segments due to their stage of development and insignificance to overall operations. Our mission is to be a producer of high-quality fishmeal, animal feed, nutritional and natural health supplements and organic fish fertilizers, to be distributed on a worldwide basis. We also generally intend to develop and commercialize innovative technologies and products that may diversify our products and services. For example, our “Heating Technology” business is focused on exploiting (through manufacture, distribution and sale of one or more products) a novel heating technology invented in Japan, with respect to which we have obtained worldwide rights for commercialization and applied for a U.S. patent. We obtained these rights from a sublicense grant made by our Chief Executive Officer, John C. Jordan, who had earlier obtained such rights from a third party. Presently, we are developing for commercialization a tankless water heater and portable room heater utilizing this technology.

For the three month period ended September 30, 2008, the Company did not generate any fishmeal sales as was the case for the comparable period one year ago. The profit on buying from fishmeal producers and reselling the fishmeal to our customers during this quarter was not significant enough to warrant any transaction activity.

Health Supplements

For the three month period ended September 30, 2008, the Company generated revenue from health supplement product sales of $3,575 compared to $3,644 for the comparable period one year ago. This decrease was attributable to a decrease in sales to consumers.

Gross Profit

For the three month period ended September 30, 2008, the Company’s overall gross margin as a percentage of sales increased to 55% from 12% for the comparable period one year ago. This increase was attributable to changes in the product mix within the Company’s health supplement line of products sold in the current period.

Fishmeal

The Company did not realize any gross profit on fishmeal sales in the three month periods ended September 30, 2008 and 2007, respectively, since there were no sales of fishmeal product in these time periods.

Operating Expenses

Operating expenses for the three month period ended September 30, 2008 decreased 30% compared with one year ago at $94,384 versus $134,684 for the three month period ending September 30, 2007. The decrease relates primarily to reductions in consultancy and legal fees.

Operating Loss

For the three month period ended September 30, 2008, the Company’s operating loss decreased $41,831 to $92,407 from $134,238 for the comparable period one year ago. The primary contributor to the decreased loss was the decrease in operating expenses, as described above. The decrease in interest expense was due to the extension of the maturity date of the Note payable-shareholder and the resulting revaluation of the loan and detachable warrant.

Interest Expense

For the three month period ended September 30, 2008, the Company’s interest expense decreased $434 to $31,441 from $31,875 for the comparable period one year ago.

Net Loss

For the three month period ended September 30, 2008, the Company’s net loss decreased $104,026 to $58,745 from a net loss of $162,771 for the comparable period one year ago due to the aforementioned decrease in expenses and a gain on debt extinguishment of $64,430 that occurred as a result of the modification of the note payable-shareholder.

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~~VIDA~~Results ~~LIFE~~of ~~INTERNATIONAL~~Operations for the Three Months Ended March 31, ~~LTD.~~2009 Compared to the Three Months Ended March 31, 2008

For the Nine Months Ended September 30, 2008 and 2007 – (Unaudited)

Segment Results

The Company’s business consists of two operating segments: fishmeal and related products and health supplements. Segment information follows:

	Fishmeal		Health Supplements		Corporate			Total
Three Months Ended March 31, 2009
Revenues	$	-	$	4,811	$	-		$	4,811
Gross Profit	$	-	$	2,361	$	-		$	2,361
Operating income (loss)	$	-	$	2,361	$	(104,654	)	$	(102,293	)
Interest income	$	-	$	-	$	-		$	-
Interest expense	$	-	$	-	$	32,651		$	32,651
Depreciation & amortization	$	-	$	101	$	676		$	777
Identifiable assets	$	-	$	-	$	6,451		$	6,451

Three Months Ended March 31, 2008
Revenues	$	105,765	$	10,504	$	-		$	116,269
Gross Profit	$	8,356	$	7,291	$	-		$	15,647
Operating income (loss)	$	8,356	$	6,425	$	(118,299	)	$	(103,518	)
Interest income	$	-	$	-	$	-		$	-
Interest expense	$	-	$	-	$	31,875		$	31,875
Depreciation & amortization	$	-	$	313	$	905		$	1,218
Identifiable assets	$	-	$	4,387	$	4,387		$	10,462

			Health		Corporate
	Fishmeal		Supplements		& Other			Total
Nine Months Ended September 30, 2008
Net sales	$	105,765	$	15,605	$ -			$	121,370
Gross profit		8,356		9,944	-				18,300
Operating income (loss)		8,356		9,006		(329,549	)		(312,187	)
Interest income		-		-		3,419			3,419
Interest expense		-		-		95,191			95,191
Depreciation and amortization		-		938		2,755			3,693
Identifiable net assets		-		3,898		84,114			88,012
Nine Months Ended September 30, 2007
Net sales	$	-	$	78,253	$	-		$	78,253
Gross profit		-		43,158		-			43,158
Operating income (loss)		-		41,907		(398,704	)		(356,797	)
Interest income		-		-		7,268			7,268
Interest expense		-		-		56,458			56,458
Depreciation and amortization		-		1,251		2,967			4,218
Identifiable net assets		-		19,362		296,700			316,062

Revenues

~~For~~Revenues for the three-month period ended March 31, 2009 were $4,811, which compares to ~~nine~~$116,269 for the three-month period ended ~~September~~March 3031, 2008, ~~revenues~~and ~~increased~~represents 55a 96% decrease. The decrease in total revenues was mainly attributable to ~~$121,370~~a ~~from~~lack ~~$78~~of fishmeal sales this quarter,~~253~~ as compared to fishmeal sales for the three-month ~~comparable~~ period ~~one~~ended ~~year~~March ~~ago.~~31, 2008.

~~Fishmeal~~Revenues from fishmeal decreased during the 2009 period to $0 compared to $105,765 in the 2008 period, primarily because of a lack of saleable fishmeal available to sell to current clients. In general, our fishmeal operations have been hampered by difficulties in procuring fishmeal in the open market to fill orders from customers and potential customers. This difficulty has arisen mainly due to the continued global demand for fishmeal, stagnant production and higher asking prices for available fishmeal. In addition, our operations in general and our fishmeal operations in particular continue to be negatively impacted by our lack of sufficient financing. This lack of financing has indefinitely delayed our plans to build or participate in the building of a fishmeal processing facility, and has prohibited us from purchasing fishmeal on the spot market for resale in a manner that has been economically feasible. For the foreseeable future, we expect that given our continuing lack of a fishmeal manufacturing facility and ability to effectively procure fishmeal for resale, we will continue to experience difficulties attempting to purchase and sell fishmeal at profitable prices.

~~During~~Revenues ~~the~~from ~~first~~health ~~nine~~supplements ~~months~~were ofdown ~~2008~~$5,693 during the ~~Company~~three-month ~~generated~~period ~~one~~ended March ~~large~~31, ~~fishmeal~~2009 ~~sale during~~in comparison to the ~~first~~three-month ~~quarter of~~period ended March 31, 2008, totaling $~~105~~4,~~765~~811 compared to ~~none~~$10,504, ~~for~~respectively. For the ~~comparable~~remainder ~~period~~of ~~one~~2009, ~~year~~we ~~ago~~expect that our supplement sales will increase as distributors in other countries, primarily Japan, obtain all their necessary approvals for the import of our products into their countries.

Health Supplements

For the nine month period ended September 30, 2008, the Company generated revenue from health supplement product sales of $15,605 compared to $78,253 for the comparable period one year ago. This decrease was attributable to a decrease in sales to consumers.

Gross Profit

~~For the~~Our ~~nine month period ended September 30, 2008, the Company’s~~ overall gross profit as a percentage of sales ~~decreased~~increased tofrom 15approximately 13.46% ~~from~~for 55the period ended March 31, 2008 to approximately 49.08% for the period ~~comparable~~ended ~~period~~March ~~one year~~31, ~~ago~~2009. This ~~decrease~~increase was attributable to ana change ~~increase~~in the product mix of our sales in ~~lower~~the ~~margin~~three ~~fishmeal~~months ended March 31, 2009, ~~sales~~with ~~and~~proportionately amore ~~decrease~~revenues generated in ~~higher~~the ~~margin~~ health supplements segment. The ~~supplement~~resale ~~sales~~of infishmeal is generally a lower-margin ~~2008~~business.

Fishmeal

The Company realized a gross profit as a percentage of fishmeal sales for the nine month period ended September 30, 2008 of 8%. As noted above, there were no fishmeal sales for the comparable period in 2007.

Health Supplements

Gross profit as a percentage of health supplement product sales increased for the nine month period ended September 30, 2008 to 64% from 55% for the comparable period one year ago. The increase is the result of fewer large exports of supplements at lower margins. In the nine months ended September 30, 2008, the majority of the supplement sales were small orders from consumers with higher margins.

Table of Contents

-11-

VIDA LIFE INTERNATIONAL, LTD.

Operating Expenses

Operating expenses ~~for~~decreased $14,511 in the ~~nine~~first ~~month~~quarter ~~period~~of ~~ended~~2009 ~~September~~from 30$119,165 in 2008 ~~decreased~~ to $~~330~~104,~~487~~654 ~~from~~in ~~$399,955~~2009. The primary reason for the ~~comparable~~decrease ~~period~~was ~~one year ago. The primary~~lower ~~contributors~~research toand ~~this~~development expenses, ~~decrease~~lower ~~were~~legal ~~reductions~~fees inrelated ~~research~~to patent-related ~~and~~matters ~~development~~ and ~~stock~~ ~~promotion~~less ~~costs~~travel expenses.

~~Operating~~As ~~Loss~~indicated in our Annual Report on Form 10-K for the year ended December 31, 2008, we expect that compensation expense arising from share issuances to our executive management and consultants to compensate for services rendered during 2009 will increase as compared to 2008 as we strive to conserve our cash resources for other revenue-related and operating expenses anticipated in 2009. Furthermore, we do not anticipate hiring employees in the near future and expect instead, where necessary or appropriate, to rely on services provided by consultants through at least fiscal 2009. In this regard, we expect that we may continue to compensate consultants with issuance of stock.

For the nine month period ended September 30, 2008, the Company’s operating loss decreased $44,610 to $312,187 from $356,797 for the comparable period one year ago. The primary contributor to the decreased loss was due to the decrease in operating expenses, partially mitigated by the decline in gross profit, as described above.

Interest Expense

~~For the~~Interest ~~nine month period ended September 30, 2008, the Company’s interest~~ expense increased ~~$38,733~~ marginally to $9532,~~191 from $56,458~~ 651 for the ~~comparable~~three ~~period~~months ~~one year~~ended ~~ago.~~March ~~The primary contributor to the increased interest expense was that the Company entered into an interest-bearing debt agreement~~31, ~~which~~2009 ~~included~~versus ~~a detachable stock warrant recorded as a discount to the debt that is being amortized to interest expense~~$31, ~~with~~875 afor ~~shareholder at~~ the ~~early~~three-month ~~part of the comparable~~ period ~~one~~ended ~~year~~March ~~ago~~31, 2008.

Net Loss

~~For~~As ~~the~~a ~~nine~~result ~~month~~of ~~period~~the ~~ended~~above, ~~September~~our ~~30,~~net ~~2008,~~loss increased slightly for the ~~Company’s~~three ~~net~~months ~~loss~~ended ~~decreased $66~~March 31,~~458~~ 2009 to $~~339~~134,~~529~~892 ~~from~~as compared to a net loss of $~~405~~133,~~987~~ 411 for the ~~comparable~~three ~~period~~months ~~one~~ended ~~year~~March ~~ago~~31, 2008.

~~Table of Contents~~-11-

-12-

VIDA LIFE INTERNATIONAL, LTD.

Liquidity and Capital Resources

~~The~~Summary ~~Company’s~~ cash ~~and~~flow ~~cash~~data ~~equivalents~~is ~~decreased~~as ~~by $194,754 for the nine month period ended September 30, 2008 primarily because of a $193,679 use of cash for operating activities. Cash and cash equivalents at September 30, 2008 totaled $76,328.~~follows:

As noted above, the Company used $193,679 of cash in operating activities during the nine month period ended September 30, 2008. Cash used in operations included a net loss of $339,529 and a non-cash gain on debt extinguishment of $64,430, mitigated in part by a $151,636 increase in accrued officer's compensation and $68,884 of non-cash expenses for depreciation and amortization.

	Three Months Ended March 31,
	2009				2008

Cash flows provided (used) by :
Operating activities		$	(20,760	)		$	(62,314	)
Investing activities			-				(592	)
Financing activities			-				-
Net increase in cash			(20,760	)			(62,906	)
Cash, beginning of period			32,891				271,082
Cash, end of period		$	12,131			$	208,176

The Company ~~had~~used no$20,760 ~~material~~of ~~commitments~~cash ~~for~~from ~~expenditures~~operating asactivities ofin ~~September~~the 30three months ended March 31, ~~2008~~2009. ~~While~~ Cash ~~there~~used ~~were~~for nooperations ~~material~~included ~~commitments~~a net loss of $134,892 wewhich ~~evaluate~~included ~~investment~~$33,428 ~~opportunities that~~of ~~come~~non-cash toexpenses ~~our~~for ~~attention~~depreciation and amortization ~~could~~and ~~make~~ a ~~significant~~related ~~commitment~~party transfer of common stock in ~~the~~lieu of an interest ~~future~~payment. Changes ~~On-hand~~in ~~cash~~operating assets and liabilities affecting cash primarily ~~equivalents~~included ~~coupled~~increases ~~with~~in ~~anticipated~~accounts ~~future~~payable ~~cash~~of $23,119 and accrued ~~flow~~officer’s ~~from~~compensation ~~operations~~of $53,500. The isincrease ~~believed~~in toaccounts bepayable ~~adequate~~and accrued toofficer’s ~~fund~~compensation ~~our~~resulted ~~cash~~from ~~flow~~the ~~needs~~Company’s ~~for the~~continued ~~foreseeable~~efforts ~~future~~to conserve cash.

~~Plan~~The Company used $62,314 of ~~Operation~~cash from operating activities in the three months ended March 31, 2008. Cash used for operations primarily included loss of $133,411, which included $23,093 of non-cash expenses for depreciation and amortization. Changes in operating assets and liabilities affecting cash primarily included increases in accounts receivable of $97,641, accounts payable of $96,818 and accrued officer’s compensation of $54,000.

~~Fishmeal~~As of ~~Segment~~March 31, 2009, we had $12,131 in cash on hand and current liabilities of $666,762. In comparison, as of March 31, 2008, we had $208,176 in cash and cash equivalents and current liabilities of $541,844. As of the date of this filing, our management believes we have sufficient capital to continue operations through June 30, 2009. Thereafter, we expect we will require additional capital. Our current forecast for financing needs is largely based on our estimate of revenues and our estimate of expenses we will incur. In this regard, we note that our current forecasts are largely based on our limited prior experience and proposed budgets proposed by our professional service providers and consultants. If our actual expenses significantly exceed our present expectations we will likely require additional financing prior to June 30, 2009.

We estimate ~~derive~~ our ~~revenues~~ infinancing ~~this~~needs ~~segment~~to ~~through~~be ~~sales~~approximately of$100,000 ~~fishmeal~~annually to ~~feed manufacturers~~fund ~~worldwide..~~operations We($8,000 ~~have~~- ~~shipped~~$10,000 ~~fishmeal~~per month) and approximately $3 million to ~~clients~~fund inthe capital ~~Armenia~~expansion (land, ~~Nigeria~~building, ~~China~~equipment ~~, Denmark~~and ,boats) ~~Russia~~of the fishmeal business, ~~Lithuania~~which ,is ~~Kaliningrad~~expected ,to ~~Hungary~~generate ,a ~~Nigeria,~~sufficient ~~Armenia,~~amount of cash to fund the ~~Germany,~~other ~~Japan,~~operations ~~Taiwan~~of ~~and~~the ~~Egypt~~Company.

~~The fishmeal~~Once ~~industry~~additional ~~has~~financing ~~been~~is ~~established~~needed, ~~for~~we ~~nearly~~cannot 50be ~~years.~~certain ~~Fishmeal~~that ~~production~~any ~~tends~~required additional financing will be available on terms favorable to us, if at beall. This ~~seasonal~~is ~~with~~especially ~~supply~~true ~~from~~in light of the ~~Southern~~current ~~hemisphere~~poor ~~during~~state of the ~~summer~~U.S. ~~months~~ capital markets and the general economic downturn that has occurred. Presently, we anticipate that additional financing could be sought from ~~the~~a ~~Northern~~number ~~hemisphere~~of ~~during~~sources, ~~the~~including ~~balance~~but not limited to additional sales of equity or debt securities, loans from banks or other financial institutions, or from affiliates of the ~~year~~Company. We cannot, however, be certain that any such financing will be available on terms favorable to us, if at all.

~~The~~If additional ~~demand~~funds are raised by the issuance of our equity securities, such as ~~for~~through ~~fishmeal~~the isissuance ~~steady~~of stock, convertible securities, or the issuance and exercise ~~growing.~~of ~~Demand~~warrants, ~~currently~~then ~~exceeds~~the ~~world~~ownership ~~production~~interest of our existing stockholders will be (or could be, in the case of warrants) diluted. If additional ~~Under~~funds ~~our~~are ~~present~~raised ~~strategy~~by the issuance of debt or preferred equity instruments, we ~~plan~~may become subject to ~~establish~~certain ~~one~~operational ~~manufacturing~~limitations, ~~facility~~and insuch securities would ~~India,~~have ~~once~~rights ~~sufficient~~senior to the rights of our common shareholders. If adequate funds are ~~raised.~~not ~~The~~available ~~intended~~on ~~markets~~acceptable ~~for~~terms, ~~this~~we may be unable to ~~production~~expand, isdevelop ~~expected~~or enhance products or to berespond ~~the~~to ~~Middle~~competitive ~~East~~pressures, ~~Eastern~~or we ~~Europe,~~may ~~South~~be ~~East~~required ~~Asia and~~to ~~African~~abandon ~~countries~~our business or our status as a public reporting company.

~~Future plans~~Our ~~include~~primary ~~production~~non-cash ofassets ~~higher~~at ~~quality~~March ~~fishmeal~~31, ~~for~~2009 ~~the~~was ~~Japanese~~intellectual-property ~~animal feed~~rights, ~~market~~consisting ~~and~~of aproprietary ~~very~~product ~~high~~formulations, ~~quality~~trade ~~fishmeal~~secrets, topatents ~~be used as food seasoning in fish~~pending ~~broth (miso~~ and ~~ramen~~trademarks, ~~soup~~which ~~base).~~together ~~The~~form ~~Company~~the ~~has~~foundation ~~made~~for ~~contacts~~our ~~with~~health ~~Japanese~~supplement ~~manufacturers~~product ~~for both products~~offerings.

~~In March~~Going 2008, the Company initiated discussions with Toyota Tsusho, one of the largest trading companies in Japan, to start shipping fertilizer grade fishmeal from India to Japan later in this year. Toyota Tsusho is the trading unit for the Toyota Group, which includes Toyota Motor and auto parts maker DENSO. The company brokers a wide array of goods, including metals such as steel and aluminum (comprising its largest division), machinery and electronics, energy and chemicals, and various consumer products. As its name would imply, Toyota Tsusho exports Toyota vehicles around the world, but plenty of non-automotive consumer products drive its business. Those other products include foodstuffs like produce and wine as well as selling personal nursing care equipment. As of this date, discussions with Toyota Tsusho remain ongoing; no agreement has been reached.Concern

InFor the three months ended March 31, 2009, we incurred a net operating loss and negative ~~2008~~cash flows from operations. As of March 31, ~~the~~2009, ~~Company~~we ~~sold~~had ~~approximately~~an accumulated deficit of $~~105~~1,~~000~~397,596. These ~~worth~~factors, ofamong ~~fishmeal~~others, raise substantial doubt about our ability to continue as a ~~buyer~~going concern. Our financial statements included in this filing do not include any adjustments ~~Nigeria~~related to recoverability and classification of asset carrying amounts, or the amount and classification of liabilities that might result, should we be unable to continue as a going concern. Our ability to continue as a going concern ultimately depends on achieving profitability, producing revenues or raising additional capital to sustain operations. Although we intend to obtain additional financing to meet our cash needs and to support the revenue-generating process, we may be unable to secure any additional financing on terms that are favorable or acceptable to us, if at all.

The Company expects our competitive position in the fishmeal industry will be extremely small. Even if the Company is successful in its business plan for this operating segment, this will remain the case. There can be no assurance that the Company will be able to compete successfully in the fishmeal industry.-12-

The Company has yet to begin its fishing operations or acquisition of its fishing fleet. Over the last two years, we have been engaged in operations as well as organizational activities, including developing a strategic operating plan, entering into contracts, researching potential markets for our fishOff-~~oil products~~Balance ~~around~~Sheet the globe, and exploring potential strategic partnerships. Our continued existence is dependent upon our ability to obtain additional debt and/or equity financing. Management plans to raise additional funds through project financings or through future sales of our common stock, until such time as our revenues are sufficient to meet our cost structure, and ultimately achieve profitable operations. There is no assurance we will be successful in raising additional capital or achieving profitable operations. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In some instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. These actions will result in dilution of the ownership interests of existing shareholders, which may be material.Arrangements

InWe ~~the~~do not ~~opinion~~have ofany ~~management~~off-balance sheet arrangements, ~~inflation~~nor ~~has~~are ~~not~~we ~~and~~a ~~will~~party ~~not~~to ~~have~~any acontract ~~material~~or other ~~effect~~obligation not included on its balance sheet that has, or is reasonably ~~the~~likely ~~ongoing~~to ~~operations~~have, ofa ~~the~~current ~~Company~~or future effect on our financial condition.

~~Health~~Critical ~~Supplements~~Accounting ~~Segment~~Policies

~~The Company~~For ~~has~~detailed ~~spent~~information ~~the~~on ~~last~~our 3critical ~~years~~accounting ~~developing~~policies ~~specific~~and ~~formulations for several countries. Our most promising market is Japan~~estimates, ~~where we have obtained import~~please ~~permits~~see ~~that~~our ~~include~~financial 5statements ~~capsules, 3 softgels~~ and 1notes ~~energy~~thereto ~~drink.~~included ~~The~~in ~~costs~~this ~~of R&D~~report ~~have already been spent~~ and wein our doAnnual ~~not~~Report ~~expect~~on ~~R&D~~Form to10-K befor ~~a significant expense in~~ the ~~future.~~year ~~Through~~ended ~~our~~December ~~Japanese exclusive distributor~~31, ~~the~~2008 ~~Company has found several additional distributors~~ that ~~have completed their own analysis~~was ~~and~~filed ~~testing~~with ~~and~~the ~~are~~SEC ~~now~~on ~~awaiting~~April ~~their~~1, ~~import permits~~2009. There ~~Increasing~~have ~~sales~~been ~~volume~~no material inchanges ~~this~~to ~~segment will improve~~ our ~~gross~~critical ~~margins~~accounting ~~through~~policies anand ~~increased~~estimates ~~absorption rate~~from ofthose ~~fixed manufacturing costs as well as reduced raw material costs due to~~disclosed ~~purchasing~~ in ~~larger~~our ~~quantities.~~report ~~Additionally,~~Form ~~because Japan is a difficult market to enter, competition is limited so margins are higher than other markets~~10-K.

~~Table~~Recent ofAccounting ~~Contents~~Developments

In April of 2009, the Financial Accounting Standards Board (FASB) issued FSP FAS 107-1, APB 28-1, “Interim Disclosures About Fair Value of Financial Instruments” (“FSP FAS 107-1, APB 28-1”). FSP FAS 107-1, APB 28-1 requires fair value disclosures in both interim as well as annual financial statements in order to provide more timely information about the effects of current market conditions on financial instruments. FSP FAS 107, APB 28-1 is effective for interim and annual periods ending after June 15, 2009 and will be adopted by the Company in the second quarter of 2009. The Company currently does not expect adoption of this standard to have a material effect on its consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which became effective January 1, 2009 via prospective application to business combinations. This Statement requires that the acquisition method of accounting be applied to a broader set of business combinations, amends the definition of a business combination, provides a definition of a business, requires an acquirer to recognize an acquired business at its fair value at the acquisition date and requires the assets and liabilities assumed in a business combination to be measured and recognized at their fair values as of the acquisition date (with limited exceptions). The Company adopted this Statement on January 1, 2009. There was no impact upon adoption, and its effects on future periods will depend on the nature and significance of business combinations subject to this statement.

In April 2009, the FASB issued FSP FAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies.” This FSP requires that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value if fair value can be reasonably estimated. If fair value cannot be reasonably estimated, the asset or liability would generally be recognized in accordance with SFAS No. 5, “Accounting for Contingencies” and FASB Interpretation No. 14, “Reasonable Estimation of the Amount of a Loss”. Further, the FASB removed the subsequent accounting guidance for assets and liabilities arising from contingencies from SFAS No. 141(R).

-13-

~~VIDA~~Item ~~LIFE~~3. Quantitative ~~INTERNATIONAL,~~and ~~LTD~~Qualitative Disclosures About Market Risk.

~~New~~Not ~~Products Ready to Manufacture and Distribute~~applicable.

~~Fishmeal~~Item ~~Analog This product includes a combination of marine, animal and vegetable proteins~~4T. Controls ~~Developed with price in mind (potentially costing 40% less than pure fishmeal) the fishmeal analog is intended to help satisfy the feeding requirements of poor~~ and ~~developing countries mainly in Africa, Southeast Asia and Eastern Europe~~Procedures. ~~The Company has created several formulas that include variable percentages of ingredients to satisfy the feeding requirements of farm animals.~~

~~Products~~Management’s ~~under~~Report ~~Development~~On Internal Control Over Financial Reporting

~~Organic~~Under the ~~Fish~~supervision ~~Fertilizer~~and ~~Testing~~with ~~for~~the ~~this~~participation ~~product~~of ~~has~~our ~~been~~management, ~~completed~~including ~~and~~our ~~presently~~Chief weExecutive ~~are~~Officer ~~developing~~and aChief ~~web~~Financial ~~site~~Officer, ~~designing~~we evaluated the ~~graphics~~effectiveness ~~for~~ of the ~~bags~~design and ~~have~~operation of our disclosure controls and procedures (as defined ~~started~~in toRule ~~contact~~13a-15(e) ~~potential~~under ~~distributors~~the Securities Exchange Act of 1934 (the “Exchange Act”)) as of March 31, 2009, the end of the period covered by this report. ~~The~~Based ~~Organic~~on ~~Fish~~that evaluation, the Chief Executive Officer and ~~Fertilizer~~Chief isFinancial ~~made~~Officer ~~primarily~~concluded ~~with~~that ~~low~~our ~~grade~~disclosure ~~fishmeal,~~controls ~~grounded~~and ~~sea~~procedures were ~~shells~~not effective as of March 31, ~~algae~~2009 in reporting on a timely basis ~~and~~information ~~humates.~~required Itto ~~enriches~~be ~~any~~disclosed ~~soil~~by ~~naturally~~us ~~and~~in isthe ~~safe~~reports ~~and~~we ~~long~~file ~~lasting.~~or ~~The~~submit ~~intended~~under ~~markets~~the ~~are~~Exchange Act because of material weaknesses relating to internal controls as described in Item 9A (T) of the ~~U.S.~~Company’s ~~and~~Form ~~Japan~~10-K for the year ended December 31, 2008.

Notwithstanding ~~Weight-Control Products~~the ~~The~~material ~~Company~~weaknesses isthat ~~exploring~~existed ~~the~~as ~~use~~ of ~~raw~~March ~~materials~~31, ~~for~~2009, ~~weight~~our Chief Executive ~~control~~Officer ~~products~~and ~~using~~Chief ~~potato~~Financial ~~skins~~Officer ~~found~~has concluded that the financial statements included in ~~certain~~this ~~potatoes~~Form ~~grown~~10-Q present fairly, in all material respects, the ~~Peruvian~~financial ~~Andes~~position, results of operations and ~~cactus~~cash ~~extract~~flows of the Company in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

~~Electric~~Changes ~~Tank-Less Water Heater The Company intends to employ patented technology~~ in ~~developing~~Internal an electric tank-less water heater. The patent pending technology consists of a heating apparatus system having a novel heating element design and structure to promote turbulent fluid flow within a heating element to provide improved thermal transfer and heating efficiency.Controls

~~Portable~~During ~~Room~~the ~~Heater The~~fiscal ~~first~~quarter ~~prototype~~ended ofMarch ~~this~~31, ~~product~~2009, ~~utilizing~~there was no change in our internal ~~patent~~control ~~pending~~over ~~technology has~~financial ~~been~~reporting ~~completed.~~(as Adefined ~~larger~~in ~~model~~Rule 13a-15(f) under the Exchange Act) that has materially affected, or is ~~being~~reasonably likely to ~~developed~~materially ~~for~~affect, ~~usage~~our ininternal ~~green~~control ~~houses~~over financial reporting. ~~The~~Management ~~technology~~has concluded ~~consists~~that ofthe amaterial ~~heating~~weaknesses in internal control as described in Item ~~apparatus~~9A(T) ~~system~~of ~~having~~the aCompany’s ~~novel~~Form ~~heating~~10-K ~~element~~for ~~design~~the ~~and~~year ~~structure~~ended toDecember ~~promote turbulent~~31, ~~fuid~~2008, ~~flow~~have ~~within~~not been afully ~~heating~~remediated. ~~element~~We are committed to ~~provide~~finalizing ~~thermal~~our ~~transfer~~remediation action plan and implementing the necessary enhancements to our policies and procedures ~~heating~~to ~~efficiency~~fully remediate the material weaknesses discussed above.

Health Supplements The Company periodically develops new health supplements. Several are currently being developed.

Table of Contents

-14-

~~VIDA~~PART ~~LIFE~~II ~~INTERNATIONAL,~~– ~~LTD.~~OTHER INFORMATION

Item 3 1. Legal ~~Qualitative and Quantitative Disclosure About Market Risk~~Proceedings.

~~Although the Company sells products in foreign countries, all of the Company’s revenues are billed and paid for in US dollars~~None. As a result, management does not believe that the Company is exposed to any significant foreign country currency exchange risk, and the Company does not utilize market risk sensitive instruments to manage its exposure to risk.

Item 4T 1A. Risk ~~Controls and Procedures~~Factors.

AsThere ~~required by SEC Rules, we~~ have ~~evaluated~~been ~~the~~no ~~effectiveness~~material ofchanges ~~the~~to ~~design and operation of~~ our ~~disclosure~~risk ~~controls~~factors and ~~procedures~~uncertainties ~~(as~~during ~~defined in Rule~~or ~~13a-15(e)~~since ~~promulgated under~~ the ~~Securities and Exchange Act of 1934, as amended (the Exchange Act)) at the end of the~~ period covered by this report. For ~~This evaluation~~a ~~was~~discussion ~~carried~~of ~~out~~risk factors ~~under~~applicable ~~the~~to ~~supervision~~Vide ~~and~~Life ~~with the participation of our management~~International, ~~including our principal executive officer/principal financial officer~~Ltd. ~~Based~~and onits ~~this evaluation~~business, ~~it was concluded that the design and~~please ~~operation~~refer ofto ~~our disclosure controls and procedures are not effective. Notwithstanding~~ the ~~material~~“Risk ~~weakness~~Factors” assection ~~more fully described below, as~~ of ~~September 30, 2008,~~ our ~~Chief~~Annual ~~Executive/Financial~~Report ~~Officer has~~on ~~concluded that the financial statements included in this~~ Form 10-QK ~~present~~for the ~~fairly,~~year inended ~~all material~~December ~~respects~~31, ~~the~~2008 ~~financial~~filed ~~position,~~with ~~results of operations and cash flows of~~ the ~~Company~~SEC ason ~~required~~April ~~for interim financial statements. There were no changes in our internal control over financial reporting or in other factors that have materially affected~~1, ~~or are reasonably likely to materially affect, our internal controls over financing reporting~~2009.

~~Disclosure~~Item controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the report that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms2. ~~Disclosure~~ Unregistered ~~controls~~Sales ~~and~~of ~~procedures~~Equity ~~include,~~Securities ~~without limitation, controls~~ and ~~procedures~~ ~~designed~~Use ~~to ensure that information required to be disclosed by us in~~of the reports that we file under the Exchange Act is accumulated and communicated to our management, including principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosureProceeds.

Management, including our principal executive officer/principal financial officer and the Company's Board of Directors have concluded there is a lack of segregation of duties and financial expertise within the Company's financial reporting processesNone. However, at this time, the aforementioned has determined the risk associated with such a lack of segregation of duties and financial expertise does not justify the expense associated with remedying these control deficiencies.

~~PART~~Item ~~II -~~3. ~~OTHER~~Defaults ~~INFORMATION~~Upon Senior Securities.

~~Item 1~~None. ~~Legal Proceedings~~

~~The~~Item ~~Company~~4. Submission isof ~~not~~Matters ~~presently~~to ~~involved~~a inVote ~~any~~of ~~legal~~Security ~~proceedings~~Holders.

~~Item 1A~~None. ~~Risk Factors~~

Not Applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shares Issued for Cash or Debt Conversion

Vida Life has sold shares of its capital stock in the following transactions, each of which was exempt from the registration requirements of the 1933 Act pursuant to the exemptions listed.

On March 3, 2008 we issued 2,722,444 shares of common stock valued at $299,488 to John C. Jordan, our President for compensation previously accrued.

On March 3, 2008 we issued 300,000 shares of common stock valued at $27,000 to an existing shareholder, Douglas Grobe, in connection with expenses related to the merger that occurred in May of 2006.

No selling commission or other compensation was paid in connection with such transactions. Each transaction was exempt from registration under the 1933 Act under the provisions of Section 4(2).

Shares Issued for Services

Periodically, we have issued shares of common stock to bona fide employees and consultants who have provided services to Vida Life in transactions exempt from registration under the Securities Act.

No selling commission or other compensation was paid in connection with the aforementioned stock issuances.

Each stock issuance was exempt from registration under the 1933 Act provided by Section 4(2) and/or Section 4(6) thereof and Regulation 701 promulgated under the 1933 Act.

Item 3. Default Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

No items occurred during the period of this report which would have been required to be reported in a Form 8-K which have not been reported.

Item 6. Exhibits

31.1	Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

In accordance with 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 thereto, duly authorized.

	Vida Life International, Ltd.
Date November 19, 2008	By:	/s/ John C. Jordan
		John C. Jordan
		Chief Executive Officer and
		Chief Financial Officer

Table of Contents

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Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description
31.1		Certification of Chief Executive Officer
31.2		Certification of Chief Financial Officer
32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VIDA LIFE INTERNATIONAL, LTD

Date: May 15, 2009	By:	/s/ John C. Jordan
		John C. Jordan
		Chief Executive Officer and Chief Financial Officer

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INDEX TO EXHIBITS FILED WITH THIS REPORT

Exhibit No.		Description
31.1		Certification of Chief Executive Officer
31.2		Certification of Chief Financial Officer
32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Filing Compare · VIDA LIFE INTERNATIONAL, LTD.