UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K


(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934


For
      the fiscal year ended December 31,
2008


or


o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934


For
      the transition period from _______________________ to
      ___________________





Commission
File Number 000-84290


_____________________












VIDA
LIFE INTERNATIONAL, LTD.


(Exact
name of registrant as specified in its charter)





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





Registrant’s
telephone number, including area code:  (415) 738-2136





Securities
      registered pursuant to Section 12(b) of the Act:Title
      of Each Class
            
            Name
      of Each Exchange on which Registered





Securities
registered pursuant to Section 12(g) of the Act:


Common
stock, $0.001 par value per share





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   o
Yes   x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.   o
Yes   x No





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.   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
definition of “large accelerated filer,” “accelerated filer,” “non-accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one)





Large
accelerated filer o        Accelerated
filer o        Non-accelerated
filer oSmaller
reporting company x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule12b-2
of the Act). o
Yes   x No





The
aggregate market value of the voting stock held by persons other than officers,
directors and more than 5% stockholders of the registrant as of June 30, 2008
was approximately $420,845, based on sales price of the Company’s common stock
of $0.10 per share on or about such date.  As of March 27, 2009, there
were 13,380,898 shares of the issuer’s common stock, $0.001 par value,
outstanding.





Documents
Incorporated by Reference:  None.












Vida Life International, Ltd.


Form
10-K


Table
of
Contents   Page


PART  IItem
      1.
                                                                                        Business
                                                                                        1Item
      1A.
                                                                                        Risk Factors
                                                                                        6Item
      1B.
                                                                                        Unresolved Staff Comments
                                                                                        11Item
      2.
                                                                                        Properties
                                                                                        11Item
      3.
                                                                                        Legal Proceedings
                                                                                        11Item
      4.
                                                                                        Submission of Matters to a Vote of
      Security Holders
                                                                                        11PART
      IIItem
      5.
                                                                                        Market for Registrant’s Common
      Equity, Related Stockholder Matters and
                                                                                          Issuers
      Purchases of Equity Securities
                                                                                        12Item
      6.
                                                                                        Selected Financial
    Data
                                                                                        13Item
      7.
                                                                                        Management’s Discussion and Analysis
      of Financial Condition and Results of Operations
                                                                                        19Item
      7A.
                                                                                        Quantitative and Qualitative Disclosures
      About Market Risk
                                                                                        19Item
      8.
                                                                                        Financial Statements and
      Supplementary Data
                                                                                        19Item
      9.
                                                                                        Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosures
                                                                                        20Item
      9AT.
                                                                                        Controls and Procedures
                                                                                        20Item
      9B.
                                                                                        Other Information
                                                                                        22PART
      IIIItem
      10.
                                                                                        Directors, Executive Officers and Corporate
      Governance
                                                                                        22Item
      11.
                                                                                        Executive and Director
      Compensation
                                                                                        24Item
      12.
                                                                                        Security Ownership of Certain
      Beneficial Owners and Management
                                                                                          And
      Related Stockholder Matters
                                                                                        25Item
      13.
                                                                                        Certain Relationships and Related
      Transactions and Director Independence
                                                                                        26Item
      14.
                                                                                        Principal Accountant Fees and
      Services
                                                                                        27PART
      IVItem
      15.
                                                                                        Exhibits and Financial Statement
      Schedules
                                                                                        28Signatures
                                                                                        29








PART I





ITEM
1                      BUSINESS





Company
History





Vida Life
International, Ltd. (“we,” the “Company” or “Vida Life”) was incorporated in the
State of Minnesota as Town & Country Home Furnishings, Inc. on June 26,
1969.  In November 1999, we reincorporated in the State of
Nevada.  From April 2003 to April 2006, our corporate name was
Environmental Impact Corporation.In April 2006, we
changed our name to Vida Life International, Ltd.





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 State of Delaware (“ACS”), 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 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 (i.e., a reverse acquisition with ACS as
the accounting acquirer).





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





·
            Fishmeal– we buy and
      resell fishmeal for use as a high-protein ingredient in animal feed and
      organic fertilizer





·
            Health Supplements – we
      manufacture and sell health supplements that incorporate fish oil and
      multiple herbs (primarily from South America) as
    ingredients





·
            Heating Technology – we
      are developing energy-efficient products based on a novel patent-pending
      heating technology, and





·
            Fertilizing – we are in
      the process of field testing new organic fish fertilizers for
      plants.




Of the
four segments noted above, we presently report segment results from fishmeal and
health supplements only.  We determined the heating technology and
fertilizing segments were not reportable segments due to their 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.






Table of Contents






-1-







Segment
Results





Fishmeal
                                                                                                                            
                                                                                                                            
                                                                                                                            Supplements
                                                                                                                            
                                                                                                                            
                                                                                                                            Corporate
                                                                                                                            
                                                                                                                            
                                                                                                                            TotalYear
      Ended December 31, 2008Revenues
                                                                                                                            
                                                                                                                            $
                                                                                                                            105,870
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            16,844
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            3,500
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            126,214Gross
      Profit
                                                                                                                            
                                                                                                                            $
                                                                                                                            8,695
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            9,379
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            1,300
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            19,374Operating
      income (loss)
                                                                                                                            
                                                                                                                            $
                                                                                                                            8,695
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            8,970
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            (437,857
                                                                                                                            )
                                                                                                                            
                                                                                                                            $
                                                                                                                            (420,192
                                                                                                                            )Interest
      income
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            3,283
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            3,283Interest
      expense
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            126,947
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            126,947Depreciation
      & amortization
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            409
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            4,526
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            4,935Identifiable
      assets
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            3,060
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            39,106
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            42,166Year
      Ended December 31, 2007Revenues
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            89,821
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            89,821Gross
      Profit
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            39,462
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            39,462Operating
      income (loss)
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            33,596
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            (495,747
                                                                                                                            )
                                                                                                                            
                                                                                                                            $
                                                                                                                            (462,151
                                                                                                                            )Interest
      income
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            10,205
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            10,205Interest
      expense
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            89,922
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            89,922Depreciation
      & amortization
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            1,666
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            3,957
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            5,623Identifiable
      assets
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            12,259
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            279,910
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            292,169




Products
/ Markets





Fishmeal.  We
currently are a trader of fishmeal.  Fishmeal is a thick powder
obtained from cooking, drying and grinding raw fish.  Fishmeal is a
rich protein source, and is used as an ingredient in feedstuffs in the
aquaculture, dairy and poultry industries.  It also has applications
in products for human consumption and in animal feed.  Fishmeal
production tends to be seasonal.  We purchase our supply of fishmeal
from the southern hemisphere during the summer months, and from the northern
hemisphere during the balance of the year.





We have
also introduced for sale a fishmeal product that we call “fishmeal
analog.”  This product includes a combination of marine, animal and
vegetable proteins.  Developed to be less costly (potentially costing
40% less than pure fishmeal without regard to regulatory costs associated with
the use of non-marine proteins), we have created several fishmeal analog
formulae consisting of variable percentages of ingredients to satisfy the
feeding requirements of farm animals in poor and developing countries, mainly in
Africa, Southeast Asia and Eastern Europe.  To date, we have made no
sales of our fishmeal analog product.





We
purchase and sell fishmeal worldwide.  Currently, we purchase our
fishmeal primarily from nonaffiliated firms located in South America and India,
and resell fishmeal to clients primarily located in Russia, Japan, Taiwan, South
Korea, Denmark, China, Norway, Poland, Lithuania, Romania, Nigeria, Georgia,
Armenia, Saudi Arabia, the Netherlands, Germany and the
Philippines.  In essence, we profit from the purchase and sale of
fishmeal through arbitrage—i.e., selling raw product at prices higher than those
at which we purchase raw product.





Health
Supplements.  We are a seller of health supplements that
include fish oil and other natural health supplements.  Our
nutritional supplements line includes 26 types of formulated capsules and
softgels, two energy drinks and several anti-aging creams, and we are in the
process of developing other products.  Our health supplements are
unique and typically custom-formulated and made to customer
specifications.  Occasionally, these specifications are dictated by
applicable laws or religious observations (i.e., market driven) in the country
of destination.





We
specialize in streamlining the process of transforming raw materials into
client-specific products.  Specifically, we receive orders from our
clients that identify certain specifications relating to the composition of our
supplement products, and locate and purchase the raw materials for these items
from manufacturers, distributors or importers.  We then arrange for
the purchased materials to be shipped directly to a contract manufacturer for
encapsulation, bottling and labeling according to client
specifications.




Table of Contents




-2-






Finally,
we arrange for the finished product to be drop-shipped directly to our
client.  In this process, our primary activities are locating and
purchasing the raw materials, and then coordinating the shipping and
manufacturing of raw materials and finished products, and the billing of our
clients.









Heating
Technology.  In coordination with the engineering team of Vida
Life Japan, we are developing a new energy-efficient technology that we believe
can save as much as 95% of the energy used to heat liquids, air and
gases.  We have filed a patent application for this technology with
the United States Patent and Trademark Office.  The first
development-stage product is an electric tankless water heater for sale in the
Japanese market.  The patent-pending technology provides improved
thermal transfer and heating efficiency of a water heater utilizing a novel
heating element design and structure to promote turbulent fluid
flow.  In more simplified terms, these heaters use a microprocessor,
which modulates heat to provide operator control over output
temperature.  We are also in the process of developing a portable room
heater using the same technology.





We have
begun discussions with several third parties relating to the commercialization
of the heating technology and the contract manufacturing of our anticipated
electric tankless water heater and a portable room heater.





Manufacturing, Warehousing and
Distribution





We secure
orders for our products primarily through our Internet websites.  In
1996, we established  www.frozenfish.com to
promote fishmeal, fish oil and agricultural commodities.  In 2005, we
established www.vidalifeusa.com
to promote nutritional supplements. We believe that our websites enhance and
broaden the marketing of our products in a more cost-effective way than direct
sales and generally increase our visibility in the
marketplace.  Because of our worldwide clientele, we make extensive
use of telephone, facsimile and other electronic means of
communication.  The websites referenced above are not a part of this
filing.





Our
fishmeal products are manufactured by nonaffiliated contract manufacturers on an
as-needed basis, based on orders we receive from our customers.  These
manufacturers are located in South America and India.  Our supplement
products are formulated in-house and manufactured to our (in some cases,
client-directed) specifications by FDA, GMP and ISO certified labs in
California, Washington and Arizona.





In our
operations, we frequently utilize the services of logistics warehouses located
in various parts of the world.  A logistics warehouse is a type of
business that offers services as a freight forwarder (i.e., it receives cargo
from customers), warehouses it, and then drop-ships orders on behalf of its
customers.  To our knowledge, all of the logistics warehouses that we
use in our business are bonded and licensed by their respective applicable
agencies.  Currently, we use logistics warehouses in Peru, Ecuador,
and in Miami, Florida.





Competition









Buyers of
fishmeal are found worldwide.  The largest buyers are located in
China, Japan, Germany, Denmark, Iran, Saudi Arabia and Russia, including buyers
who purchase fishmeal by the shipload.  Based on our clients residing
throughout various parts of the world, we do not have what we would consider a
“principal” market for our fishmeal or fishmeal analog.  Hundreds of
firms actively seek to sell fishmeal at any given time, and despite the increase
in fishmeal prices due to increased demand, our current share of the world
market is very small.




Table of Contents


-3-


Similarly,
the market for our supplements is worldwide.  Nevertheless, at this
time we consider Japan to be our principal market for our supplements products
based on the level of inquiries for our products, our relationship with Vida
Life Japan and our present import permits to Japan.  Our market share
of the health supplement industry is very small.





Most, if
not all, of our competitors in our fishmeal and supplement businesses are larger
than us and have significantly greater resources than we
do.  Competitive factors that we expect will critically affect our
business and its success include the continuity of relationships which we have
with our suppliers and clients, and the popularity of our formulated supplements
in general.  Finally, we believe that the long-term success of our
operations will be determined by our ability to provide outstanding service to
our clients and bring new and innovative products to the market.





Sources
of Raw Materials and Supplies





We
entirely depend upon supplies of fishmeal that we obtain from a number of
nonaffiliated suppliers located in other countries—primarily, fishmeal obtained
from fishing companies located in South America and India.  In 2008,
we purchased all of our fishmeal supplies from one single supplier located in
Ecuador.  The raw materials for our supplements products are available
from a variety of suppliers in various parts of the world.  We
currently do not expect a scarcity of any ingredients.





Dependence
on Significant Customers





During
the years ended December 31, 2008 and 2007, 83% and 79% of the Company’s sales
were to one and two customers, respectively.  The total accounts
receivable associated with these customers was $0 and $8,133 as December 31,
2008 and 2007, respectively.  Sales by major customers were as
follows:





2008
                                                            2007Customer
                                                            Percent of Sales
                                                            Percent
      of
                                                              Accounts Receivable
                                                            Percent of Sales
                                                            Percent
      of
                                                              Accounts ReceivableA
                                                            83%
                                                            -
                                                            -
                                                            -B
                                                            3%
                                                            -
                                                            65%
                                                            100%C
                                                            -
                                                            -
                                                            14%
                                                            -





The
Company does not believe that a loss of any significant customer would have a
material adverse effect on the Company.





Intellectual
Property





We have
applied for a patent in the United States for a novel heating
apparatus.  Currently, we are not certain as to whether or when any
patent will be issued in the United States.  If we obtain a patent, we
expect to seek to license the right to manufacture one or more products
employing the technology and innovations protected by the patent.





Other
than the patent application described above, we do not presently have any
patents, trademarks, licenses, franchises, concessions or royalty
agreements.  We expect also to rely on common law trade secret
protection for our product formulations.  We intend to continue to
actively file for patent protection, where reasonable, within the United
States.  We expect also to seek protection for our future products by
filing for copyrights and trademarks in the United States, where
appropriate.





Our
ability to enforce our intellectual-property rights, including any trade secrets
(e.g., product formulation) is subject to general litigation
risks.  Typically, when a party seeks to enforce its
intellectual-property rights, it is often subjected to claims that the
intellectual-property right is invalid, or is licensed to the party against whom
the claim is being asserted. We cannot be certain that our intellectual-property
rights will not be infringed upon, that others will not develop products in
violation of our intellectual-property rights, or that others may assert,
rightly or wrongly, that our intellectual-property rights are invalid or
unenforceable.  In instances where we will rely on trade secrets for
the protection of our confidential and proprietary business information, we
cannot be certain that we would have adequate remedies for any such breach or
that our trade secrets will not otherwise become discovered or independently
developed by competitors.  In general, defending intellectual-property
rights is expensive and consumes considerable time and attention of
management.  Our involvement in intellectual-property litigation would
likely have a materially adverse effect on the Company, even if we were
ultimately successful in defending its intellectual-property
rights.




Table of Contents





-4-


Governmental
Regulation





Presently,
we purchase our materials from third-party providers who must comply with a
variety of laws and regulations in the countries in which they are
located.  We believe that each of the firms with which we do business
are in material compliance with applicable laws and regulations insofar as their
compliance is materially relevant to our business.





Our
health supplement products are also subject to federal regulation promulgated
under the Food, Drug and Cosmetic Act, and the Dietary Supplements Health and
Education Act of 1994, each of which are enforced by the U.S. Food and Drug
Administration.  These laws and regulations affect the composition of
and the labels on our supplement products.




Research
and Development





We
contract with consultants who conduct research and development activities in
Peru and India.  During the years ended December 31, 2008 and 2007, we
expensed $4,577 and $89,266 for research and development activities,
respectively.  Our limited resources limit our ability to
contractually obtain rights to new products and technologies that have been
researched or developed by third parties.





Employees





As of
December 31, 2008, Vida Life employed two persons, John C. Jordan, our Chief
Executive Officer, and M.M. Jordan, our corporate Secretary.  Our
Chief Executive Officer and Secretary are husband and
wife.  Presently, Mr. Jordan serves in a full-time capacity and Mrs.
Jordan serves in a part-time capacity.  Vida Life contracts for the
services of part-time employees and independent contractors, and various project
consultants, on an as-needed basis.





We do not
have any employment contracts with our employees.  None of our
employees are members of any union, and none have entered into any
collective-bargaining agreements.  Depending upon the success of our
operations during fiscal 2009, we may seek to add employees.  Pending
any decision to hire additional employees, however, we expect to continue to
retain the services of employees and consultants on a part-time basis in order
to better allocate our limited resources.  We expect also that, as
part of our general effort to conserve our cash resources and where appropriate,
we may seek to compensate service providers with shares of common stock in lieu
of cash.




Table of Contents






-5-




ITEM 1A RISK FACTORS




You
should consider the following risk factors, in addition to the other information
presented or incorporated by reference into this filing, in evaluating our
business and any investment in Vida Life.









We have
very little operating history upon which to evaluate our likelihood of
success.  You should consider our business to be subject to all of the
risks and uncertainties inherent in establishing a new business. Our results of
operations for the years ended December 31, 2008 and 2007 reflect net
losses of $479,426 and $541,868, respectively.  Our products and
technologies, and our operations in general, may not be successful, and we may
be unable to generate sufficient revenues to achieve
profitability.  In sum, our likelihood of success must be considered
in light of the problems, expenses, difficulties, complications, uncertainties
and delays frequently encountered in connection with the establishment of a new
business, and the competitive environment in which we operate.





We
will need additional financing to fund our operations and to finance our growth
and development of manufacturing, distribution and research and development
centers in the United States and India.





We plan
to build a facility in the western United States to contain and expand our
present research and development operations, and to begin softgel/capsule
manufacturing (in house) and raw material distribution operations.  We
are also planning to purchase land in western India for the eventual
construction of a fishmeal production and animal feed manufacturing
facility.  We expect that the execution of these plans will require
substantial amounts of capital, which we may attempt to obtain by offering for
sale additional equity or by securing debt financing.





Additional
financing could be sought from a number of sources, including but not limited to
additional sales of equity or debt securities, or loans from banks, other
financial institutions or affiliates of the Company.  We cannot,
however, be certain that any such financing will be available on terms favorable
to us if at all.





If
additional funds are raised by the issuance of our equity securities, such as
through the issuance of stock, convertible securities, or the issuance and
exercise of warrants, then the ownership interest of our existing stockholders
will be diluted.  In this regard, we have over 36 million authorized
but unissued shares of common stock that we could issue to raise capital for
such activities, and we could later seek the approval of our stockholders to
increase the number of authorized shares or create another class of stock with
rights, preferences and privileges superior to those of the common
stock.  If additional funds are raised by the issuance of debt or
other equity instruments, we may become subject to certain operational
limitations, and such securities may have rights senior to the rights of our
common stockholders.  If adequate funds are not available on
acceptable terms, we may be unable to fund our current operations and the
expansion and growth of our business.





Our
business is materially dependent on the availability of a natural resource and
such resource may not be available in amounts necessary to permit us to operate
profitably or effectively.





Our
ability to operate is materially dependent on its access to and the availability
of fishmeal.  Nonetheless, we have no ability to control the
availability of fishmeal for its purchase and sale due in part to the
fluctuating supply of such resource from year to year and month to month, and
due to natural conditions over which we have no control.  These
natural conditions, which include varying fish populations, adverse weather
conditions and fish disease, may prevent us from ultimately obtaining fishmeal
in quantities sufficient for us to operate profitably or
effectively.




Table of Contents





-6-


Our
access to raw materials may be affected by the laws and regulations applicable
to the health supplement industry, a heavily regulated industry, and changes in
applicable laws and regulation may adversely impact our ability to operate in
our existing markets or expand our business.





We
receive our materials from third parties around the world that must comply with
a variety of laws and regulations.  Our access to the raw materials we
require depends materially upon our suppliers’ compliance with the laws and
regulations that apply to their businesses in the jurisdictions in which they
operate.  The failure of our suppliers to comply with applicable laws
and regulations, or any material changes in such laws or regulations, could
adversely affect our ability to secure needed materials and, ultimately, our
operations and revenues.





We
are materially dependent on third-party suppliers and logistics warehouses for
the manufacture and distribution of products.





Our
fishmeal and fish oil products are manufactured on an as-needed basis mainly in
South America and India. Our supplements are manufactured in California,
Washington and Arizona.  The products are distributed on a drop-ship
basis by logistics warehouses, directly from the country of origin to the
customer.  We contract with third parties for the manufacture and
distribution of our products because we are unable to efficiently perform those
services ourselves.  As a result, we are materially dependent on these
third parties for our timely and successful manufacture and distribution of
products to our customers.  In the event a manufacturer or logistic
warehouse fails to timely provide the needed products or services, relationships
with our customers may be affected and our business may be adversely
effected.  Moreover, if a third party with whom we have a successful
contractual arrangement should cease or dramatically alter its operations, our
operations may be negatively and adversely affected.




We
are materially dependent on the services provided by certain executives and key
personnel.





Our
success depends in significant part upon the continued service of certain senior
management and other key personnel.  In particular, we are materially
dependent upon the services of John C. Jordan, our Chief Executive Officer,
President and Chief Financial Officer, and Dr. Guillermo Jordan and Dr. Martha
A. Jordan, each of whom are directors and members of our Science Advisory
Board.  We do not currently have employment agreements with any of the
foregoing individuals, although we are in the process of negotiating a
definitive employment agreement with John C. Jordan.  Furthermore, we
do not have any competitive protections in the event that any of our current
management determines to leave the Company, although we anticipate that any
definitive agreement we enter into with John C. Jordan would contain customary
restrictive covenants respecting competitive activities and the solicitation of
Company customers, suppliers and employees.  Finally, we do not have
“key person” life insurance insuring the lives of any of our current management,
and we do not presently intend to purchase any such insurance.





Our
future success also depends upon our ability to attract and retain highly
qualified personnel and other employees.  Any difficulties in
obtaining, retaining and training qualified employees could have a material
adverse effect on our results of operation or financial condition. The process
of identifying such personnel with the combination of skills and attributes
required to carry out our strategy is often lengthy. Any difficulties in
obtaining and retaining qualified managers and employees could have a material
adverse effect on our results of operation or financial condition.





There
is substantial doubt about our ability to continue as a going
concern.





We have
had net losses attributed to common stockholders for the fiscal years ended
December 31, 2007 in the amount of $541,868, and for the year ended December 31,
2008 in the amount of $479,426.  Furthermore, we had a working capital
deficit as of December 31, 2008 totaling $233,141.  Since our
financial statements were prepared assuming that we would continue as a going
concern, these conditions, coupled with our current liquidity position, raise
substantial doubt about our ability to continue as a going
concern.  Moreover, since we do not have a meaningful operating
history, our ability to accurately forecast our revenues and expenses is
uncertain.  We expect that our ability to continue as a going concern
depends, in large part, on our ability to generate sufficient revenues, limit
our expenses without sacrificing customer service, and obtain necessary
financing.  If we are unable to generate sufficient revenues, control
our expenses or raise additional capital, we may be forced to discontinue our
business.




Table of Contents




-7-


We
operate in an extremely competitive environment, and our liquidity position may
impact our ability to capitalize on market opportunities and exploit new
technologies and products we obtain or develop.





We are
involved in the fishmeal and health supplements industries, both of which
contain hundreds of competitors.  In addition, we are actively seeking
to obtain or develop other and new technologies that will allow us to enter new
industries in the future.  Due to the Company’s wide variety of
products and the number of competitors in each industry, we face competition in
every industry and as we expand, we are likely to face even more competition in
the future.  If competitors offer superior products to the Company’s
products, our financial success will be adversely affected.





The
products and any services we may develop and offer may not be accepted, or
continue to be accepted, by consumers or manufacturers.





Our
products, even if successfully developed and tested, will be competing against
other fishmeal and health supplements currently in the markets that we plan to
enter.  Our technology products, including our electric tankless water
heater, may not be accepted by manufacturers or other end users despite the
successful development and testing of such products.  Moreover, even
if our technological products are successfully developed, tested and marketed to
manufacturers, our products will be competing against technologies from
companies that are likely to be more proven in the technological
field.





General
economic conditions affect our industry and our business, and accordingly, our
results of operations and even our viability could be adversely affected by poor
general economic conditions.





The
current global economic recession is predicted to continue well into
2009.  We believe that our business, and demand for fishmeal and
health supplements, may be affected by general economic
conditions.  If poor economic conditions persist, it is possible that
our efforts to generate interest in our existing products and products currently
in development will be adversely affected and, ultimately, may not
succeed.  Importantly, poor economic conditions and weak financial
markets also present the risk that we will not be able to obtain any additional
financing we may require on terms that are acceptable to us, if at
all.   In the event that we are unable to obtain financing that
is required to provide us with sufficient working capital, we may be forced to
discontinue our business.





Our
intellectual-property rights may be insufficient to properly safeguard our
proprietary technologies or product formulations.





We are
engaged in the fishmeal and health supplement industry, and are developing
technologies to enter other industries.  Currently, the only
intellectual-property rights for which we have attempted to secure protective
rights is the patent-pending technology underlying our proposed electric
tankless water heater.  There is no guarantee that third parties will
not misappropriate or obtain our technology (including any technology with
respect to which we may obtain patent or other protection) and imitate our
products to the detriment of our success.  The risks which we face in
this regard are even more pronounced with respect to proprietary product
formulations or technologies for which we may possess only common law
intellectual-property right protection now or in the future.





In
addition, our ability to enforce our intellectual-property rights is subject to
general litigation risks.  Typically, when a party seeks to enforce
its intellectual-property rights, it is often subjected to claims that the
intellectual-property right is invalid, or is licensed to the party against whom
the claim is being asserted. We cannot be certain that our intellectual-property
rights will not be infringed upon, that others will not develop products in
violation of our intellectual-property rights, or that others may assert,
rightly or wrongly, that our intellectual-property rights are invalid or
unenforceable.  In instances where we will rely on trade secrets for
the protection of our confidential and proprietary business information, we
cannot be certain that we would have adequate remedies for any such breach or
that our trade secrets will not otherwise become discovered or independently
developed by competitors. In general, defending intellectual-property rights is
expensive and consumes considerable time and attention of management. Our
involvement in intellectual-property litigation would likely have a materially
adverse effect on us, even if we were ultimately successful in defending its
intellectual-property rights.




Table of Contents


-8-


The
intellectual-property rights of others may prevent us from developing new
products or entering new markets.





We are
actively seeking to develop new products, but to the extent technologies are
protected by the intellectual-property rights of others, including our
competitors, we may be prevented from introducing products based on these
technologies or expanding into markets created by these
technologies.  If the intellectual-property rights of others prevent
us from taking advantage of innovative technologies, our financial condition,
operating results and business prospects may be adversely affected.





Our
officers and directors, together with certain affiliates, possess significant
voting power with respect to our common stock, which could limit your influence
on corporate matters.





Our
officers and directors collectively possess beneficial ownership of 9,172,444
shares of our common stock, which currently represents approximately 68.5% of
our common stock.  As a result, our directors and officers, together
with other significant stockholders, will have the ability to greatly influence,
if not control, our management and affairs through the election and removal of
our directors, and all other matters requiring shareholder approval, including
the future merger, consolidation or sale of all or substantially all of our
assets. This concentrated control could discourage others from initiating any
potential merger, takeover or other change-of-control transaction that may
otherwise be beneficial to our stockholders.  Furthermore, this
concentrated control will limit the practical effect of your participation in
Company matters, through stockholder votes and otherwise.





Failure
to achieve and maintain effective internal controls could limit our ability to
detect and prevent fraud and thereby adversely affect our business and stock
price.





Effective
internal controls are necessary for us to provide reliable financial
reports.  All internal control systems, no matter how well designed,
have inherent limitations.  Even those systems determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation.  Our most recent evaluation of
our internal controls resulted in our conclusion that our controls and
procedures were not effective.  In our case, our failure to achieve
and maintain an effective internal control environment could cause us to be
unable to produce reliable financial reports or prevent fraud.  This
may cause investors to lose confidence in our reported financial information,
which could in turn have a material adverse effect on our stock
price.





Interruption
or failure of our information technology and communications systems would impair
our ability to effectively receive orders and sell our products, which could in
turn damage our reputation and harm our business.





Our
ability to market and sell our products materially depends on the continuing
operation of our information technology and communications systems. Any damage
to or failure of our systems would likely result in interruptions in the ability
of our customers to contact us and place product orders from which we derive
revenue. Accordingly, any such interruptions would likely reduce our revenues,
and our brand could be damaged, perhaps irreparably, if people believe our
systems, services and products are unreliable.





To our
knowledge, our systems are vulnerable to damage or interruption from terrorist
or malicious attacks, floods, tornados, fires, power loss, telecommunications
failures, computer viruses and other attempts to harm our systems, and similar
types of events.  Our data centers are subject to break-ins, sabotage
and intentional acts of vandalism, and to other potential
disruptions.  Some of our systems are not fully redundant (i.e.,
backed up), and our disaster recovery planning cannot account for all
eventualities.  The occurrence of a natural disaster, or a decision to
close a facility we are using without adequate notice for financial reasons or
other unanticipated problems at our data centers, could result in lengthy
interruptions in our service. Any unscheduled interruption in our service would
likely place a burden on our entire organization and result in an immediate loss
of revenue.





We
anticipate that our common stock will continue to be thinly traded, which may
make it difficult to sell shares of our common stock.




Table of Contents


-9-


Our
common stock has been extremely thinly traded on The Pink Sheets and now on the
OTC Bulletin Board.  Presently, our common stock trades under the
symbol VILF.OB.  We expect that our common stock will generally remain
thinly traded for the foreseeable future.  A low trading volume will
generally make it difficult for our stockholders to sell their shares as and
when they choose. Furthermore, low trading volumes are generally understood to
depress market prices.  As a result, our stockholders may not always
be able to resell shares of our common stock publicly at the time and prices
that they feel are fair or appropriate.





Our
common stock qualifies  as a “penny stock,” which may make it
difficult to sell shares of our common stock.





Our
common stock, if it ever is listed on a quotation system and traded, will likely
be a “penny stock” subject to the requirements of Rule 15g-9 under the
Securities and Exchange Act of 1934. Under this rule, broker-dealers who sell
penny stocks must provide purchasers of these stocks with a standardized
risk-disclosure document prepared by the SEC.  Under applicable
regulations, our common stock will generally remain a “penny stock” until and
for such time as its per-share price is $5.00 or more (as determined in
accordance with SEC regulations), or until we meet certain net asset or revenue
thresholds.  These thresholds include the possession of net tangible
assets (i.e., total assets less intangible assets and liabilities) in excess of
$2,000,000 in the event we have been operating for at least three years or
$5,000,000 in the event we have been operating for fewer than three years, and
the recognition of average revenues equal to at least $6,000,000 for each of the
last three years.  We do not anticipate meeting any of the foregoing
thresholds in the foreseeable future.





The
penny-stock rules severely limit the liquidity of securities in the secondary
market, and many brokers choose not to participate in penny-stock
transactions.  As a result, there is generally less trading in penny
stocks.  If you become a holder of our common stock, you may not
always be able to resell shares of our common stock in public broker’s
transaction, if at all, at the times and prices that you feel are fair or
appropriate.





We
have no intention of paying dividends on our common stock.










Important
Note: The foregoing risks are not a complete list of all risks that do or
may affect the results of operation, financial condition or business prospects
of Vida Life, but do represent management’s understanding and belief of the
material risks associated with the Company, its business and any investment in
securities of the Company.  In addition to the above risks, businesses
are often subject to risks not foreseen or fully appreciated by
management.  In reviewing this document, potential investors should
keep in mind other possible risks that could be important.  In sum,
investors are urged to make their own evaluation of Vida Life prior to making
any investment decision with respect to our securities.




Table of Contents




-10-




ITEM
1B                      UNRESOLVEDSTAFF COMMENTS







None.







ITEM
2                      PROPERTIES







We use approximately 1,000 square feet of office
space within the residence of our Chief Executive Officer, located in Cameron
Park, California, without paying any rent for the office
space.  Office space and other facilities around the world are used on
an as-needed basis, through a variety of different
arrangements.





Other
important facilities not directly owned or leased by us are involved in our
business.  Suppliers (fishmeal producers) receive orders from us and
drop-ship directly to our clients throughout the world.  Their
facilities typically range from 200,000 to 500,000 square feet of office and
manufacturing space.  In addition, we frequently utilize the services
of logistics warehouses in our operations. For disclosure relating to the
logistics warehouses we use, please see the caption “Manufacturing, Warehousing
and Distribution” under Item 1 – Business, above.







ITEM
3                     LEGAL PROCEEDINGS





As of the
date of this report, we are not involved in any material legal
proceedings.






ITEM
4                    SUBMISSIONOF MATTERS TO A VOTE
OF SECURITY HOLDERS




None.









Table of Contents





-11-







PART
II







ITEM 5
            MARKETFOR REGISTRANT’S COMMON
      EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES





Market for Common Equity




Our
common stock has traded on The Pink Sheets of the National Quotation Bureau
under the symbol VILF.PK since December 5, 2006.  Currently, our stock
trades publicly through broker-dealers on the OTC Bulletin Board under the
symbol VILF.OB.  To date, our stock is not widely traded and presently
we do not expect that trading activity in our common stock will increase in the
foreseeable future.





The
following table sets forth the high and low sale prices for our common stock for
the periods indicated.  The prices below reflect inter-dealer
quotations, without retail mark-up, mark-down or commissions and may not
represent actual transactions.





Quarter
      Ended
                          
                          Low
                          
                          HighDecember
      31, 2008
                          
                          $
      0.01
                          
                          $
      0.05September
      30, 2008
                          
                          $
      0.03
                          
                          $
      0.10June
      30, 2008
                          
                          $
      0.10
                          
                          $
      0.20March
      31, 2008
                          
                          $
      0.10
                          
                          $
      0.17December
      31, 2007
                          
                          $
      0.13
                          
                          $
      0.20September
      30, 2007
                          
                          $
      0.20
                          
                          $
      0.30June
      30, 2007
                          
                          $
      0.30
                          
                          $
      1.25March
      31, 2007
                          
                          $
      0.20
                          
                          $
      1.30


Holders





As of the
date of this filing, we had approximately 420 holders of record of our common
stock.





Dividends





There are
no material restrictions on our ability to pay dividends other than restrictions
imposed by applicable Nevada state corporate law.  Nevertheless, we
have not paid any dividends on our common stock and do not anticipate paying any
such dividends in the near future.  Instead, we intend to use any
earnings for future acquisitions and expanding our business.





Transfer
Agent and Registrar





Our
transfer agent is Pacific Stock Transfer Corporation, located at 500 E. Warm
Springs Road, Suite 240


Las
Vegas, Nevada 89119.  The transfer agent’s telephone number is (702)
361-3033.  The transfer agent is registered under the Securities and
Exchange Act of 1934.







Table of
Contents


-12-





Securities
Authorized for Issuance Under Equity Compensation Plans











ITEM
      6
            SELECTEDFINANCIAL
  DATA




Not
applicable.






Table of Contents










-13-







ITEM 7
            MANAGEMENT’S DISCUSSION AND ANALYSIS
      OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS









Forward-Looking Statements








Results of
Operations:  Year Ended December 31, 2008 compared to December 31,
2007





Segment
Results





Fishmeal
                                                                                                                        
                                                                                                                        
                                                                                                                        Supplements
                                                                                                                        
                                                                                                                        
                                                                                                                        Corporate
                                                                                                                        
                                                                                                                        
                                                                                                                        TotalYear
      Ended December 31, 2008Revenues
                                                                                                                        
                                                                                                                        $
                                                                                                                        105,870
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        16,844
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        3,500
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        126,214Gross
      Profit
                                                                                                                        
                                                                                                                        $
                                                                                                                        8,695
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        9,379
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        1,300
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        19,374Operating
      income (loss)
                                                                                                                        
                                                                                                                        $
                                                                                                                        8,695
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        8,970
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        (437,857
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (420,192
                                                                                                                        )Interest
      income
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        3,283
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        3,283Interest
      expense
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        126,947
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        126,947Depreciation
      & amortization
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        409
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        4,526
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        4,935Identifiable
      assets
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        3,060
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        39,106
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        42,166Year
      Ended December 31, 2007Revenues
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        89,821
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        89,821Gross
      Profit
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        39,462
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        39,462Operating
      income (loss)
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        33,596
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        (495,747
                                                                                                                        )
                                                                                                                        
                                                                                                                        $
                                                                                                                        (462,151
                                                                                                                        )Interest
      income
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        10,205
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        10,205Interest
      expense
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        89,922
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        89,922Depreciation
      & amortization
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        1,666
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        3,957
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        5,623Identifiable
      assets
                                                                                                                        
                                                                                                                        $
                                                                                                                        -
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        12,259
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        279,910
                                                                                                                        
                                                                                                                        
                                                                                                                        $
                                                                                                                        292,169





Revenues



















Table of Contents





-14-


Gross Profit















Operating
Expenses




















Operating
Loss










Interest
Expense









Table of Contents


-15-


Gain on Extinguishment of
Debt










Net Loss










Liquidity and Capital
Resources







































Table of Contents


-16-


Capital Expenditures










Going Concern










Off-Balance Sheet Arrangements










Critical Accounting Policies









Allowance for Doubtful
Accounts








Table of Contents


-17-


Reserve for Inventory
Obsolescence


The
Company reviews inventory on a regular basis and provides for slow-moving,
obsolete or unusable inventories by reducing inventory to its estimated useful
or scrap value.  A reserve for potential obsolescence was not deemed
necessary at December 31, 2008 and 2007.





Impairment of Long-Lived
Assets


In
accordance with the Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment of Long - Lived Assets, such as furniture and
equipment, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset.  If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset.  At December 31, 2008,
we concluded that there were no events or changes in circumstances which would
indicate that the carrying amount of our long-lived assets may not be
recoverable.




Share-Based
Payments
 The
Company accounts for equity instruments issued for services and goods to
non-employees under SFAS 123; Emerging Issues Task Force Issue No. 96-18,
“Accounting for Equity Instruments that are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services” (EITF 96-18); and
Emerging Issues Task Force Issue No. 00-18, “Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees” (EITF
00-18). Generally, the equity instruments issued for services and goods are for
shares of the Company’s common stock or warrants to purchase shares. These
shares or warrants generally are fully vested, non-forfeitable, and exercisable
at the date of grant and require no future performance commitment by the
recipient. The Company expenses the fair value of these securities over the
period in which the related services are received. The fair value of common
stock issued is determined by the trading price on the date the shares were
granted. The fair value of warrants to purchase shares of the Company’s common
stock is determined using a Black-Scholes pricing model.


Income
Taxes


Income
taxes are accounted for in accordance with SFAS No. 109, as clarified by FIN No.
48, which requires an asset and liability approach to financial accounting and
reporting for income taxes.  Accordingly, deferred tax assets and
liabilities arise from the difference between the tax basis of an asset or
liability and its reported amount in the financial
statements.  Deferred tax amounts are determined using the tax rates
expected to be in effect when the taxes will actually be paid or refunds
received, as provided under currently enacted tax law.  Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.  Income tax expense or benefit is the
tax payable or refundable, respectively, for the period plus or minus the change
in deferred tax assets and liabilities during the period.





FIN No.
48 requires the recognition of a financial statement benefit of a tax position
only after determining that the relevant tax authority would more likely than
not sustain the position following an audit.  For tax positions
meeting the more-likely-than-not threshold, the amount recognized in the
financial statements is the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement with the relevant
tax authority.  See Note 7 to the Financial Statements for additional
information regarding income taxes.





Revenue
Recognition


The
Company recognizes revenue when products are shipped and the customer takes
ownership and assumes risk of loss, collection is reasonably assured, persuasive
evidence of an arrangement exists and the sales price is fixed or
determinable.





Recent
Accounting Developments





In
September 2006, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS No. 157
establishes a common definition for fair value, establishes a framework for
measuring fair value, and expands disclosure about such fair value measurements.
SFAS No. 157 is effective for financial assets and financial liabilities for
fiscal years beginning after November 15, 2007. Issued in February 2008, FSP
157-1 “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other
Accounting Pronouncements That Address Fair Value Measurements for Purposes of
Lease Classification or Measurement under Statement 13” removed leasing
transactions accounted for under Statement 13 and related guidance from the
scope of SFAS No. 157. FSP 157-2 “Partial Deferral of the Effective Date of
Statement 157” (FSP 157-2), deferred the effective date of SFAS No. 157 for all
nonfinancial assets and nonfinancial liabilities that are not recognized or
disclosed at fair value in the financial statements on a recurring basis (at
least annually) to fiscal years beginning after November 15, 2008.





The
implementation of SFAS No. 157 for financial assets and financial liabilities,
effective January 1, 2008, did not have a material impact on the Company’s
financial position and results of operations. The implementation of SFAS No. 157
for nonfinancial assets and nonfinancial liabilities will not require any new
fair value measurements and therefore the Company does not expect it will have a
material impact on its financial position and results of
operations.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities—Including an Amendment of FASB
Statement No. 115” (“SFAS No. 159”). This statement permits entities to choose
to measure many financial assets and liabilities and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. Management decided not to apply the fair
value option to any of the Company’s existing financial assets and/or
liabilities effective January 1, 2008. As such, the statement had no impact on
the Company’s financial position and results of operations.





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 as
of the beginning of an entity’s first fiscal year beginning after December 15,
2008. The Company is required to apply this statement prospectively to
business combinations for which the acquisition date is on or after January 1,
2009.  Earlier application is not permitted.




Table of Contents





-18-





ITEM
7A                      QUANTITATIVEAND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK












ITEM
8                           FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA







Item
                  
                  PageReport
      of Independent Registered Public Accounting
      Firm
                  
                  F-1Balance
      Sheets – December 31, 2008 and 2007
                  
                  F-2Statements
      of Operations – Years ended December 31, 2008 and
2007
                  
                  F-3Statements
      of Stockholders’ Deficit – Years ended December 31, 2008 and
      2007
                  
                  F-4Statements
      of Cash Flows – Years ended December 31, 2008 and 2007
                  
                  F-5Notes
      to Financial Statements
                  
                  F-6 to
      F-15







Table of
Contents




-19-






REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the
Board of Directors and Shareholders
 Vida Life
International, Ltd.
 Cameron
Park, California
 
 We have
audited the accompanying balance sheets of Vida Life International, Ltd. (the
“Company”) as of December 31, 2008 and 2007 and the related statements of
operations, shareholders’ deficit, and cash flows for the years then
ended.  These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
 
 We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States of America).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial
reporting.  Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Vida Life International, Ltd. as of
December 31, 2008 and 2007, and the results of their operations and their cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from operations and as of
December 31, 2008 has a working capital deficit and a negative net
worth.  These factors raise substantial doubt about its ability to
continue as a going concern.  Management’s plans in regard to these
matters are also described in Note 2.  The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
 
 
 
 Bloomington,
Minnesota
 March 31,
2009






Table of Contents





F-1














VIDA
      LIFE INTERNATIONAL, LTD.BALANCE
      SHEETSDecember
      31, 2008 and 20072008
                                
                                
                                2007ASSETSCurrent
      assets:Cash
      and cash equivalents
                                
                                $
                                32,891
                                
                                
                                $
                                271,082Trade
      accounts receivable
                                
                                
                                -
                                
                                
                                
                                8,133Inventory
                                
                                
                                2,047
                                
                                
                                
                                1,866Total
      current assets
                                
                                
                                34,938
                                
                                
                                
                                281,081Property
      and equipment, net
                                
                                
                                7,228
                                
                                
                                
                                11,088Total
      assets
                                
                                $
                                42,166
                                
                                
                                $
                                292,169




Table of
Contents


VIDA
      LIFE INTERNATIONAL, LTD.BALANCE
      SHEETS (continued)December
      31, 2008 and 20072008
                                    
                                    2007LIABILITIES AND SHAREHOLDERS'
      DEFICITCurrent
      liabilities:Trade
      accounts payable
                                    $              30,172
                                    
                                    $             24,545Accrued
      expenses
                                    12,101
                                    
                                    23,069Accrued
      directors' fees
                                    7,000
                                    
                                    30,000Accrued
      officer's compensation
                                    218,806
                                    
                                    310,742Deferred
      revenue
                                    -
                                    
                                    4,200Total
      current liabilities
                                    268,079
                                    
                                    392,556Note
      payable - shareholder, net
                                    296,745
                                    
                                    283,333Total  liabilities
                                    564,824
                                    
                                    675,889Shareholders'
      deficit:Common
      stock, $.001 par value; 50,000,000 shares authorized;13,380,898
      and 9,958,494 shares issued and outstandingat
      December 31, 2008 and 2007, respectively
                                    13,380
                                    
                                    9,958Additional
      paid-in-capital
                                    726,666
                                    
                                    362,600Issuable
      stock
                                    -
                                    
                                    27,000Accumulated
      deficit
                                    (1,262,704)
                                    
                                    (783,278)Total
      shareholders' deficit
                                    (522,658)
                                    
                                    (383,720)Total
      liabilities and shareholders' deficit
                                    $             42,166
                                    
                                    $           292,169
 
    Table of Contents  F-3
  VIDA
      LIFE INTERNATIONAL, LTD.STATEMENTS
      OF OPERATIONSFor
      the Years Ended December 31, 2008 and 20072008
                                                
                                                
                                                2007Net
      sales
                                                
                                                $
                                                126,214
                                                
                                                
                                                $
                                                89,821Cost
      of good sold
                                                
                                                
                                                106,840
                                                
                                                
                                                
                                                50,359Gross
      profit
                                                
                                                
                                                19,374
                                                
                                                
                                                
                                                39,462Operating
      expenses
                                                
                                                
                                                439,566
                                                
                                                
                                                
                                                501,613Operating
      loss
                                                
                                                
                                                (420,192
                                                )
                                                
                                                
                                                (462,151
                                                )Other
      income (expense):Interest
      income
                                                
                                                
                                                3,283
                                                
                                                
                                                
                                                10,205Gain
      on extinguishment of debt
                                                
                                                
                                                64,430
                                                
                                                
                                                
                                                -Interest
      expense
                                                
                                                
                                                (126,947
                                                )
                                                
                                                
                                                (89,922
                                                )Total
      other income (expense)
                                                
                                                
                                                (59,234
                                                )
                                                
                                                
                                                (79,717
                                                )Net
      loss before income taxes
                                                
                                                
                                                (479,426
                                                )
                                                
                                                
                                                (541,868
                                                )Income
      tax provision
                                                
                                                
                                                -
                                                
                                                
                                                
                                                -Net
      loss
                                                
                                                $
                                                (479,426
                                                )
                                                
                                                $
                                                (541,868
                                                )Basic
      and diluted loss per common share
                                                
                                                $
                                                (0.04
                                                )
                                                
                                                $
                                                (0.05
                                                )Basic
      and diluted weighted average common shares outstanding
                                                
                                                
                                                12,646,434
                                                
                                                
                                                
                                                9,926,659
 Table of Contents
  F-4
  VIDA
      LIFE INTERNATIONAL, LTD.STATEMENTS
      OF SHAREHOLDERS' DEFICITFor
      the Years Ended December 31, 2008 and 2007Additional
                                    
                                    
                                    
                                    
                                    
                                    TotalCommon stock
                                    
                                    paid-in
                                    
                                    Issuable
                                    
                                    Accumulated
                                    
                                    shareholders'Shares
                                    
                                    Amount
                                    
                                    capital
                                    
                                    stock
                                    
                                    deficit
                                    
                                    deficitBalances,
      December 31, 2006
                                    9,738,454
                                    
                                    $       9,738
                                    
                                    $       28,445
                                    
                                    $      27,000
                                    
                                    $        (241,410)
                                    
                                    $         (176,227)Issuance
      of detachable stock warrant with debt
                                    -
                                    
                                    -
                                    
                                    175,000
                                    
                                    -
                                    
                                    -
                                    
                                    175,000Issuance
      of common stock for servicesrendered
                                    220,000
                                    
                                    220
                                    
                                    159,155
                                    
                                    -
                                    
                                    -
                                    
                                    159,375Net
      loss
                                    -
                                    
                                    -
                                    
                                    -
                                    
                                    -
                                    
                                    (541,868)
                                    
                                    (541,868)Balances,
      December 31, 2007
                                    9,958,454
                                    
                                    9,958
                                    
                                    362,600
                                    
                                    27,000
                                    
                                    (783,278)
                                    
                                    (383,720)Issuance
      of stock for officer's compensation
                                    2,722,444
                                    
                                    2,722
                                    
                                    296,766
                                    
                                    -
                                    
                                    -
                                    
                                    299,488Common
      stock issued in connectionwith
      the merger
                                    300,000
                                    
                                    300
                                    
                                    26,700
                                    
                                    (27,000)
                                    
                                    -
                                    
                                    -Issuance
      of stock for director compensation
                                    300,000
                                    
                                    300
                                    
                                    29,700
                                    
                                    -
                                    
                                    -
                                    
                                    30,000Warrant
      issued in connection with modificationof
      the note payable-shareholder
                                    -
                                    
                                    -
                                    
                                    8,000
                                    
                                    -
                                    
                                    -
                                    
                                    8,000Issuance
      of stock for legal fees
                                    100,000
                                    
                                    100
                                    
                                    2,900
                                    
                                    -
                                    
                                    -
                                    
                                    3,000Net
      loss
                                    -
                                    
                                    -
                                    
                                    -
                                    
                                    -
                                    
                                    (479,426)
                                    
                                    (479,426)Balances,
      December 31, 2008
                                    13,380,898
                                    
                                    $     13,380
                                    
                                    $     726,666
                                    
                                    $             -
                                    
                                    $     (1,262,704)
                                    
                                    $         (522,658)
  Table of Contents
 
 
 
 VIDA
      LIFE INTERNATIONAL, LTD.STATEMENTS
      OF CASH FLOWSFor
      the Years Ended December 31, 2008 and 20072008
                                                                      
                                                                      
                                                                      2007Cash
      flows from operating activities:Net
      loss
                                                                      
                                                                      $
                                                                      (479,426
                                                                      )
                                                                      
                                                                      $
                                                                      (541,868
                                                                      )Adjustments
      to reconcile net loss to net cash flowsused
      in operating activities:Depreciation
      and amortization
                                                                      
                                                                      
                                                                      4,935
                                                                      
                                                                      
                                                                      
                                                                      5,623Amortization
      of debt discount
                                                                      
                                                                      
                                                                      85,842
                                                                      
                                                                      
                                                                      
                                                                      58,333Gain
      on extinguishment of debt
                                                                      
                                                                      
                                                                      (64,430
                                                                      )
                                                                      
                                                                      
                                                                      -Common
      stock issued for services
                                                                      
                                                                      
                                                                      3,000
                                                                      
                                                                      
                                                                      
                                                                      159,375Changes
      in operating assets and liabilities:Accounts
      receivable
                                                                      
                                                                      
                                                                      8,133
                                                                      
                                                                      
                                                                      
                                                                      17,318Inventory
                                                                      
                                                                      
                                                                      (181
                                                                      )
                                                                      
                                                                      
                                                                      10,689Accounts
      payable
                                                                      
                                                                      
                                                                      5,627
                                                                      
                                                                      
                                                                      
                                                                      9,418Accrued
      expenses
                                                                      
                                                                      
                                                                      (10,968
                                                                      )
                                                                      
                                                                      
                                                                      (54,782
                                                                      )Accrued
      directors' fees
                                                                      
                                                                      
                                                                      7,000
                                                                      
                                                                      
                                                                      
                                                                      18,000Accrued
      officer's compensation
                                                                      
                                                                      
                                                                      207,552
                                                                      
                                                                      
                                                                      
                                                                      195,402Deferred
      revenue
                                                                      
                                                                      
                                                                      (4,200
                                                                      )
                                                                      
                                                                      
                                                                      (20,884
                                                                      )Net
      cash flows used in operating activities
                                                                      
                                                                      
                                                                      (237,116
                                                                      )
                                                                      
                                                                      
                                                                      (143,376
                                                                      )Cash
      flows from investing activities:Purchases
      of property and equipment
                                                                      
                                                                      
                                                                      (1,075
                                                                      )
                                                                      
                                                                      
                                                                      (3,424
                                                                      )Net
      cash flows used in investing activities
                                                                      
                                                                      
                                                                      (1,075
                                                                      )
                                                                      
                                                                      
                                                                      (3,424
                                                                      )Cash
      flows from financing activities:Proceeds
      from note payable-shareholder
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      400,000Net
      cash flows provided by financing activities
                                                                      
                                                                      
                                                                      -
                                                                      
                                                                      
                                                                      
                                                                      400,000Net
      change in cash
                                                                      
                                                                      
                                                                      (238,191
                                                                      )
                                                                      
                                                                      
                                                                      253,200Cash
      and cash equivalents, beginning of year
                                                                      
                                                                      
                                                                      271,082
                                                                      
                                                                      
                                                                      
                                                                      17,882Cash
      and cash equivalents, end of year
                                                                      
                                                                      $
                                                                      32,891
                                                                      
                                                                      
                                                                      $
                                                                      271,082Supplemental
      disclosure of cash flow information:Cash
      paid during the year for interest
                                                                      
                                                                      $
                                                                      51,460
                                                                      
                                                                      
                                                                      $
                                                                      31,589Non-cash
      financing activities:Discount
      on note payable due to detachable stock warrants
                                                                      
                                                                      $
                                                                      -
                                                                      
                                                                      
                                                                      $
                                                                      175,000Issuance
      of common stock for accrued directors' compensation
                                                                      
                                                                      $
                                                                      30,000
                                                                      
                                                                      
                                                                      $
                                                                      -Issuance
      of common stock for accrued officer's compensation
                                                                      
                                                                      $
                                                                      299,488
                                                                      
                                                                      
                                                                      $
                                                                      -Fair
      value of warrants issued in connection with modificationof note payable-shareholder
                                                                      
                                                                      $
                                                                      8,000
                                                                      
                                                                      
                                                                      $
                                                                      -
  
 
 Table of
Contents
 F-6
 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
  Vida Life
International, Ltd. • Years Ended December 2008 and 2007
   1.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND OTHER INFORMATION
 
 Nature of
Business
 
 Vida Life
International, Ltd. (the “Company”), was incorporated on June 26, 1969 under the
name of T & C Home Furnishings, Inc.  Thereafter, the Company’s
name changed several times through December 1999 when the Company merged with
Flagship International Holding, Ltd., a newly created Nevada
corporation.  Subsequently, the Company changed to the name of
Environmental Impact Corporation during 2003.  The Company changed to
its current name on April 7, 2006.
 
 The
Company was an inactive shell until May 2006.  On May 1, 2006, the
Company entered into a Share Exchange and Acquisition Agreement whereby it
agreed to issue 6,300,000 shares of its common stock to acquire all of the
outstanding shares of ACS Trading Corporation (“ACS”), a private corporation
incorporated in the State of Delaware in a reverse merger.  Utilizing
its 30 years of experience in various fields, ACS, a U.S. diversified company,
has developed innovative products and solutions for personal health care, animal
nutrition and energy efficient products.  The Company consists of four
strategic operating segments; (1) fishmeal, used as a high protein ingredient in
animal feed, (2) health supplements (3) energy efficient products based on a
novel patent pending heating technology and (4) organic fertilizer which is
currently being field tested.  The Company's market for advertising
and selling its products is worldwide.
 
 Upon
completion of the transaction on May 1, 2006, ACS became a wholly-owned
subsidiary of Vida Life International, Ltd. and ACS dissolved its corporate
charter immediately after the merger resulting in one company.  Since
this transaction resulted in the existing shareholders of ACS acquiring control
of Vida Life International, Ltd., for financial statement purposes, the merger
has been accounted for as a recapitalization of Vida Life International, Ltd. (a
reverse acquisition with ACS as the accounting acquirer).
  Use of
Estimates
 
 Management
uses estimates and assumptions in preparing financial
statements.  Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses.  Actual results
could differ from those estimates.
 
 Concentrations of
Risk
 
 Cash Deposits in Excess of
Federally Insured Limits
  The
Company maintains cash balances at one financial institution.  The
account is insured by the Federal Deposit Insurance Corporation up to
$250,000.  The Company had $0 of uninsured cash balances at December
31, 2008.
 
 
 Major
Customers
 
 During
the years ended December 31, 2008 and 2007, 83% and 79% of the Company’s sales
were to one and two customers, respectively.  The total accounts
receivable associated with these customers was $0 and $8,133 as of December 31,
2008 and 2007, respectively. Sales by major customer are as
follows:
  2008
                2007Customer
                Percent of Sales
                Percent
      of
                  Accounts Receivable
                Percent of Sales
                Percent
      of
                  Accounts ReceivableA
                83%
                -
                -
                -B
                3%
                -
                65%
                100%C
                -
                -
                14%
                -
 
 Geographic
Concentrations
  Export
sales as a percentage of total sales were 95% and 93% for the years ended
December 31, 2008 and 2007, respectively.  Export sales are attributed
to the country where the product is shipped.  All export sales are
negotiated, invoiced and paid in US dollars.  Export sales by country
are as follows:
 2008
                                                                                      
                                                                                      
                                                                                      2007United
      States
                                                                                      
                                                                                      $
                                                                                      6,280
                                                                                      
                                                                                      
                                                                                      $
                                                                                      6,528Japan
                                                                                      
                                                                                      
                                                                                      4,265
                                                                                      
                                                                                      
                                                                                      
                                                                                      57,123Turkey
                                                                                      
                                                                                      
                                                                                      -
                                                                                      
                                                                                      
                                                                                      
                                                                                      15,150Czech
      Republic
                                                                                      
                                                                                      
                                                                                      3,386
                                                                                      
                                                                                      
                                                                                      
                                                                                      3,492Pakistan
                                                                                      
                                                                                      
                                                                                      7,178
                                                                                      
                                                                                      
                                                                                      
                                                                                      7,528Nigeria
                                                                                      
                                                                                      
                                                                                      105,105
                                                                                      
                                                                                      
                                                                                      
                                                                                      -$
                                                                                      126,214
                                                                                      
                                                                                      
                                                                                      $
                                                                                      89,821
 Fair Value of Financial
Instruments
 
 The
Company’s financial instruments consist of cash, accounts receivable, accounts
payable, accrued expenses, and notes payable. The Company considers the carrying
values of its financial instruments in the financial statements to approximate
fair values.
 
 Cash and Cash
Equivalents
 
 For
purposes of balance sheet presentation and the reporting of cash flows, the
Company considers all cash in checking accounts and invested cash with
maturities of three months or less as cash equivalents.
 
 Trade Accounts
Receivable
 
 Trade
accounts receivable are stated at the amount management expects to collect from
outstanding balances.  The Company reviews the outstanding receivables
on a monthly basis and receivables are considered past due when payment has not
been received by the stated due date on the
invoice.    Management provides for probable uncollectible
amounts through a charge to earnings and a credit to a valuation allowance based
on its assessment of the current status of individual
accounts.  Balances that are still outstanding after management has
used reasonable collection efforts are written off through a charge to the
allowance for doubtful accounts and a credit to trade accounts
receivable.  Historically, the Company has not experienced significant
losses related to receivables from individual customers.  At December
31, 2007, the Company considered its accounts receivable to be fully collectible
and therefore have not recorded an allowance for doubtful
accounts.  The Company had no outstanding accounts receivable at
December 31, 2008.
  Table of Contents
 
 F-7
 Inventory
  Inventories,
consisting of finished goods and supplies, are valued at the lower of cost
(first-in, first-out basis) or market.  Market value encompasses
consideration of all business factors including price, contract terms and
usefulness.  The Company reviews inventory on a regular basis and
provides for slow-moving, obsolete or unusable inventories by reducing inventory
to its estimated useful or scrap value.  A reserve for potential
obsolescence was not deemed necessary at December 31, 2008 and
2007.
 Property and
Equipment
  Property
and equipment are stated at cost.  Depreciation is provided on the
straight-line method over the estimated useful lives of the respective assets
ranging from 3-7 years.  Maintenance and repairs are charged to
expense as incurred; major renewals and betterments are
capitalized.  As items of property or equipment are sold or retired,
the related cost and accumulated depreciation are removed from the accounts and
any gain or loss is included in operating income.
 
 
 The
estimated useful lives are as follows:
  YearsComputer
      software and equipment
                                          3
      to 5Office
      equipment
                                          5Lab
      equipment
                                          5
      7Furniture
      and fixtures
                                          5-7
   Impairment of Long-Lived
Assets
  In
accordance with the Statement of Financial Accounting Standards No. 144,
Accounting for the Impairment of Long - Lived Assets, such as property and
equipment, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.  Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to estimated undiscounted
future cash flows expected to be generated by the asset.  If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset. At December 31, 2008, we
concluded there were no events or changes in circumstances, which would indicate
that the carrying amount of our long-lived fixed assets may not be
recoverable.
 Accounting
for Debt Issued with Stock Purchase Warrants
  The
Company accounts for debt issued with stock purchase warrants in accordance with
Accounting Principles Board (APB) Opinion No. 14, “Accounting for
Convertible Debts and Debts issued with Stock Purchase Warrants” (APB 14), if
such warrants merit equity classification. The proceeds of the debt are
allocated between the debt and the detachable warrants based on the relative
fair values of the debt security without the warrants and the warrant
themselves, if the warrants are equity instruments.
  Share-Based
Payments
  The
Company accounts for equity instruments issued for services and goods to
non-employees under SFAS 123; Emerging Issues Task Force Issue No. 96-18,
“Accounting for Equity Instruments that are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services” (EITF 96-18); and
Emerging Issues Task Force Issue No. 00-18, “Accounting Recognition for Certain
Transactions Involving Equity Instruments Granted to Other Than Employees” (EITF
00-18). Generally, the equity instruments issued for services and goods are for
shares of the Company’s common stock or warrants to purchase shares. These
shares or warrants generally are fully vested, non-forfeitable, and exercisable
at the date of grant and require no future performance commitment by the
recipient. The Company expenses the fair value of these securities over the
period in which the related services are received. The fair value of common
stock issued is determined by the trading price on the date the shares were
granted. The fair value of warrants to purchase shares of the Company’s common
stock is determined using a Black-Scholes pricing model.
 Income
Taxes
  Income
taxes are accounted for in accordance with SFAS No. 109, as clarified by
FIN No. 48, which requires an asset and liability approach to financial
accounting and reporting for income taxes.  Accordingly, deferred tax
assets and liabilities arise from the difference between the tax basis of an
asset or liability and its reported amount in the financial
statements.  Deferred tax amounts are determined using the tax rates
expected to be in effect when the taxes will actually be paid or refunds
received, as provided under currently enacted tax law.  Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.  Income tax expense or benefit is the
tax payable or refundable, respectively, for the period plus or minus the change
in deferred tax assets and liabilities during the period.
  FIN
No. 48 requires the recognition of a financial statement benefit of a tax
position only after determining that the relevant tax authority would more
likely than not sustain the position following an audit.  For tax
positions meeting the more-likely-than-not threshold, the amount recognized in
the financial statements is the largest benefit that has a greater than fifty
percent likelihood of being realized upon ultimate settlement with the relevant
tax authority.  See Note 7 for additional information regarding income
taxes.
 
 Revenue
Recognition
  The
Company recognizes revenue when products are shipped and the customer takes
ownership and assumes risk of loss, collection is reasonably assured, persuasive
evidence of an arrangement exists and the sales price is fixed or
determinable.
  Table of Contents
  F-8
 
 Advertising
Expense
  The
Company expenses advertising costs as incurred.  Advertising expense
amounted to $3,737 and $57,582 for the years ended December 31, 2008 and 2007,
respectively.
 
 Research and
Development
  Research
and development expenses consist primarily of contract labor, research and other
costs associated with on-going product development and enhancement efforts and
are expensed as incurred.  Total research and development expenses
amounted to $4,577 and $89,266 for the years ended December 31, 2008 and 2007,
respectively.
 
 Earnings (Loss) Per
Share
  Basic
earnings per share are computed by dividing net income by the weighted average
number of shares of common stock outstanding during the year.  Shares
used in the earnings per share assuming dilution calculation are based on the
weighted average number of shares of common stock outstanding during the year
increased by potentially dilutive common shares.  Potentially dilutive
common shares consist of stock warrants.  However, these stock
warrants were not included in the computation of earnings per share assuming
dilution because their effect on earnings per share would have been
anti-dilutive.
  Recent Accounting
Developments
  In
September 2006, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 157, “Fair Value Measurements” (SFAS No. 157). SFAS
No. 157 establishes a common definition for fair value, establishes a
framework for measuring fair value, and expands disclosure about such fair value
measurements. SFAS No. 157 is effective for financial assets and financial
liabilities for fiscal years beginning after November 15, 2007. Issued in
February 2008, FSP 157-1 “Application of FASB Statement No. 157 to FASB
Statement No. 13 and Other Accounting Pronouncements That Address Fair
Value Measurements for Purposes of Lease Classification or Measurement under
Statement 13” removed leasing transactions accounted for under Statement 13 and
related guidance from the scope of SFAS No. 157. FSP 157-2 “Partial
Deferral of the Effective Date of Statement 157” (FSP 157-2), deferred the
effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial
liabilities that are not recognized or disclosed at fair value in the financial
statements on a recurring basis (at least annually) to fiscal years beginning
after November 15, 2008.
 
 The
implementation of SFAS No. 157 for financial assets and financial
liabilities, effective January 1, 2008, did not have a material impact on
the Company’s financial position and results of operations. The implementation
of SFAS No. 157 for nonfinancial assets and nonfinancial liabilities will
not require any new fair value measurements and therefore the Company does not
expect it will have a material impact on its financial position and results of
operations.
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of FASB
Statement No. 115” (“SFAS No. 159”). This statement permits entities
to choose to measure many financial assets and liabilities and certain other
items at fair value. The objective is to improve financial reporting by
providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. Management decided not to
apply the fair value option to any of the Company’s existing financial assets
and/or liabilities effective January 1, 2008. As such, the statement had no
impact on the Company’s financial position and results of
operations.
 
 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. The Company is required to
apply this statement prospectively to business combinations for which the
acquisition date is on or after January 1, 2009. Earlier application is not
permitted.
  Table of Contents
  
  2.           LIQUIDITY/GOING
CONCERN
 
 The
Company has incurred significant operating losses during its periods of
operation. At December 31, 2008, the Company reports a negative working capital
position of $233,141, an accumulated deficit of $1,262,704 and a stockholders'
deficit of $522,658. It is management's opinion that these facts raise
substantial doubt about the Company's ability to continue as a going concern
without additional debt or equity financing or the ability of the Company to
increase revenues.
 
 In order
to meet its working capital needs through the next twelve months, the Company
plans to seek to obtain outside debt financing to support the planned increase
in revenues resulting from new sales channels and products over the next year.
However, the Company is uncertain such financing will be available on terms
favorable to the Company if at all.
 
 3.           PROPERTY
AND EQUIPMENT
  Property
and equipment at cost are as follows at December 31:
 2008
                                                                        
                                                                        
                                                                        2007Lab
      equipment and materials
                                                                        
                                                                        $
                                                                        1,678
                                                                        
                                                                        
                                                                        $
                                                                        1,678Office
      equipment
                                                                        
                                                                        
                                                                        17,584
                                                                        
                                                                        
                                                                        
                                                                        16,509Computer
      software and equipment
                                                                        
                                                                        
                                                                        7,545
                                                                        
                                                                        
                                                                        
                                                                        7,545Furniture
      and fixtures
                                                                        
                                                                        
                                                                        1,184
                                                                        
                                                                        
                                                                        
                                                                        1,18427,991
                                                                        
                                                                        
                                                                        
                                                                        26,916Less:
      Accumulated depreciation
                                                                        
                                                                        
                                                                        (20,763
                                                                        )
                                                                        
                                                                        
                                                                        (15,828
                                                                        )Property
      and equipment net
                                                                        
                                                                        $
                                                                        7,228
                                                                        
                                                                        
                                                                        $
                                                                        11,088
   Depreciation
expense was $4,935 and $5,623 for the years ended December 31, 2008 and 2007,
respectively.
 
 4.           NOTE
PAYABLE - SHAREHOLDER
 
 On March
19, 2007, 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. Interest expense related to the Note was $40,000 and $30,000
for the years ended December 31, 2008 and 2007, respectively.  The
Note is secured by 1,000,000 shares of restricted common stockowned
by the Company's CEO. 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%.
  On August
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, “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.
 
 In
accordance with APB 14 and as noted above, the amended Note and detachable stock
warrant was recorded at their fair value at $265,201 and $8,000, respectively.
The difference of $134,799 between the fair value of the amended Note and its
face value has been recorded as a discount to the amended Note and will be
amortized to the amended Note and interest expense over the remaining term of
the Note using the effective interest rate method. The fair value of the
detachable stock warrant was recorded as an adjustment to the gain on
extinguishment of debt and to additional paid-in capital. The fair value of the
detachable stock warrant was estimated as of the date of the amended Note using
the Black-Scholes pricing model with the following assumptions: the risk-free
interest rate of 2.42%, market price of the underlying stock of $0.10 per share,
expected term of 1.5 years and a volatility rate of
180%.
  Table of Contents
  
 The
following table summarizes the note payable - shareholder
balance:
 Balance
      December 31, 2006
                                                                                          
                                                                                          $
                                                                                          -Gross
      Proceeds
                                                                                          
                                                                                          
                                                                                          400,000Less:
      Discount allocated to the warrants
                                                                                          
                                                                                          
                                                                                          (175,000
                                                                                          )Add:
      Amortization of debt discount
                                                                                          
                                                                                          
                                                                                          58,333Balance
      December 31, 2007
                                                                                          
                                                                                          
                                                                                          283,333Add:
      Amortization od debt discount
                                                                                          
                                                                                          
                                                                                          54,298Less:
      Extinguishment of debt
                                                                                          
                                                                                          
                                                                                          (337,631
                                                                                          )Add:
      Fair value of amended Note
                                                                                          
                                                                                          
                                                                                          265,201Add: Amortization of amended Note discount
                                                                                          
                                                                                          
                                                                                          31,544Balance
      December 31, 2008 (face value of $400,000)
                                                                                          
                                                                                          $
                                                                                          296,745
 Scheduled
maturities of note payable-shareholder are as follows for the years ended
December 31:
 2009
                                      $  
      -2010
                                      400,000$       400,000
 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 CEO for compensation that was 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 2006.  The fair value of these shares was determined based upon
the trading market price of the Company’s stock as of the date the shares 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.
 
 On
February 13, 2007, the Company authorized 100,000 shares of common stock to be
issued to a director for consulting services rendered.  The
shares were valued at $.8625 per share or $86,250. Based upon the trading market
price of the Company’s stock as of the date the shares were declared, reduced by
a lack of marketability discount.
 
 On
February 13, 2007, the Company issued an additional 20,000 shares of common
stock at a value of $.8625 per share or $17,250 to three third party
consultants, for legal and other consulting services rendered. Fair value
of these shares was determined based upon the trading market price of the
Company’s stock as of the date the shares were declared, reduced by a lack of
marketability discount.
 
 On March
23, 2007, the Company issued 50,000 shares of common stock at a value of $.8625
per share or $43,125 to an unrelated company for marketing and public relations
services rendered. The fair value of these shares was determined based upon the
trading market price of the Company’s stock as of the date the shares were
declared, reduced by a lack of marketability discount.
 
 On August
15, 2007, the Company issued 50,000 shares of common stock at a value of $.255
per share or $12,750 to an unrelated company for legal services rendered. The
fair value of these shares was determined based upon the trading market price of
the Company’s stock as of the date the shares were declared, reduced by a lack
of marketability discount.
  Table of Contents
 
 
 Stock
Warrants:
 
 On March
19, 2007, we issued a detachable stock warrant to purchase 200,000 shares of the
Company's stock in connection with a Note payable-shareholder (see Note
4).
 
 6.           RELATED
PARTY TRANSACTIONS
 
 In 2008
and 2007, the Company accrued compensation expense to the CEO.  The
related expense included in operating expenses totaled $240,000 and $220,000 for
the years ended December 31, 2008 and 2007, respectively.  Accrued
officer’s compensation as of December 31, 2008 and 2007 was $218,806 and
$310,742, respectively.
 
 At
December 31, 2008 and 2007, the Company recorded accrued directors’ fees of
$7,000 and $30,000, respectively.  Director fees included in operating
expenses totaled $18,511 and $18,000 for the years ended December 31, 2008 and
2007, respectively.
 
 The
Company also paid interest expense for the years ended December 31, 2008 and
2007 on the Note payable-shareholder (see Note 4).
 
 7.           INCOME
TAXES
  The
provision for income taxes consists of the following for the years ended
December 31:
  2008
                                                                                                                            
                                                                                                                            
                                                                                                                            2007Current:Federal
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -State
                                                                                                                            
                                                                                                                            
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            --
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            -Deferred:Federal
                                                                                                                            
                                                                                                                            
                                                                                                                            (144,700
                                                                                                                            )
                                                                                                                            
                                                                                                                            
                                                                                                                            (154,600
                                                                                                                            )State
                                                                                                                            
                                                                                                                            
                                                                                                                            (27,200
                                                                                                                            )
                                                                                                                            
                                                                                                                            
                                                                                                                            (29,000
                                                                                                                            )(171,900
                                                                                                                            )
                                                                                                                            
                                                                                                                            
                                                                                                                            (183,600
                                                                                                                            )Valuation
      allowance
                                                                                                                            
                                                                                                                            
                                                                                                                            171,900
                                                                                                                            
                                                                                                                            
                                                                                                                            
                                                                                                                            183,600Provision
      for income taxes
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
                                                                                                                            
                                                                                                                            
                                                                                                                            $
                                                                                                                            -
 The
differences between the federal and state statutory income tax rate and the
actual tax rates result principally from the following for the years ended
December 31:
 2008
                                                                            
                                                                            
                                                                            2007Amount
                                                                            
                                                                            
                                                                            Percent
                                                                            
                                                                            
                                                                            Amount
                                                                            
                                                                            
                                                                            PercentStatuory
      income tax benefit
                                                                            
                                                                            $
                                                                            (182,200
                                                                            )
                                                                            
                                                                            
                                                                            38.0
                                                                            
                                                                            
                                                                            $
                                                                            (205,800
                                                                            )
                                                                            
                                                                            
                                                                            38.0Non-deductible
      expenses
                                                                            
                                                                            
                                                                            10,300
                                                                            
                                                                            
                                                                            
                                                                            (2.1)
                                                                            
                                                                            
                                                                            
                                                                            22,200
                                                                            
                                                                            
                                                                            
                                                                            (4.1)Valuation
      allowance
                                                                            
                                                                            
                                                                            171,900
                                                                            
                                                                            
                                                                            
                                                                            (35.9)
                                                                            
                                                                            
                                                                            
                                                                            183,600
                                                                            
                                                                            
                                                                            
                                                                            (33.9)$
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            
                                                                            -
 
 Table
of Contents
 
 The
deferred tax assets consisted of the following as of December
31:
 2008
                                                                              
                                                                              
                                                                              2007Deferred
      tax assets:Net
      operating loss carryforwards
                                                                              
                                                                              $
                                                                              339,000
                                                                              
                                                                              
                                                                              $
                                                                              120,500Accrued
      expenses
                                                                              
                                                                              
                                                                              93,800
                                                                              
                                                                              
                                                                              
                                                                              140,500Depreciation
                                                                              
                                                                              
                                                                              (1,200
                                                                              )
                                                                              
                                                                              
                                                                              (1,300
                                                                              )Total
      Deferred tax assets
                                                                              
                                                                              
                                                                              431,600
                                                                              
                                                                              
                                                                              
                                                                              259,700Valuation
      allowance
                                                                              
                                                                              
                                                                              (431,600
                                                                              )
                                                                              
                                                                              
                                                                              (259,700
                                                                              )$
                                                                              -
                                                                              
                                                                              
                                                                              $
                                                                              -
  Net
operating loss carryforwards totaling approximately $893,000 begin to expire in
2026 and continue through 2028.  In assessing the realizability of
deferred tax assets, management considers whether it is more likely than not
that some portion or all the deferred tax assets will not be
realized.  The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences will become deductible.  The Company
considers the scheduled reversal of deferred tax liabilities, projected future
taxable income and tax planning strategies in making this
assessment.  The Company has recorded a full valuation allowance
against its net deferred tax assets because it is not currently able to conclude
that it is more likely than not that these assets will be
realized.  The amount of deferred tax assets considered to be
realizable could be increased in the near term if estimates of future taxable
income during the carryforward period are increased.
 
 Under the
Internal Revenue Code Section 382, certain stock transactions which
significantly change ownership, including the sale of stock to new investors,
the exercise of options to purchase stock, or other transactions between
shareholders could limit the amount of net operating loss carryforwards that may
be utilized on an annual basis to offset taxable income in future
periods.
 
 The
Company adopted the provisions of FASB Interpretation No 48, “Accounting for
Uncertainty in Income Taxes – an interpretation of FASB No. 109” (“FIN 48”), on
January 1, 2007.  FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprise’s financial statements in accordance
with FASB Statement 109, Accounting for Income Taxes, and prescribes a
recognition threshold and measurement process for financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return.  FIN 48 also provides guidance on de-recognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition.
 
 Based on
the Company’s evaluation, the Company has concluded that there are no
significant unrecognized tax benefits.  The Company’s evaluation was
performed for the tax years ended December 31, 2006, 2007 and 2008, the tax
years that remains subject to examination by major tax jurisdictions as of
December 31, 2008.  The Company does not believe there will be any
material changes in its unrecognized tax positions over the next 12
months.
 
 The
Company may from time to time be assessed interest or penalties by major tax
jurisdictions, although any such assessments historically have been minimal and
immaterial to our financial results.  In accordance with FIN 48,
paragraph 19, the Company has decided to classify interest and penalties as a
component of income tax expense.
  
 Table of Contents
 
 8.           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
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 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.  Management determined the heating technology and organic
fertilizer operating segments were not reportable at this time due to their
insignificance to the overall operations of the business during 2008 and
2007.
 
 Information
regarding are segments is as follows for the years ended December
31:
  Fishmeal
                                                                            
                                                                            
                                                                            Supplements
                                                                            
                                                                            
                                                                            Corporate
                                                                            
                                                                            
                                                                            TotalYear
      Ended December 31, 2008Net
      Sales
                                                                            
                                                                            $
                                                                            105,870
                                                                            
                                                                            
                                                                            $
                                                                            16,844
                                                                            
                                                                            
                                                                            $
                                                                            3,500
                                                                            
                                                                            
                                                                            $
                                                                            126,214Gross
      Profit
                                                                            
                                                                            $
                                                                            8,695
                                                                            
                                                                            
                                                                            $
                                                                            9,379
                                                                            
                                                                            
                                                                            $
                                                                            1,300
                                                                            
                                                                            
                                                                            $
                                                                            19,374Operating
      income (loss)
                                                                            
                                                                            $
                                                                            8,695
                                                                            
                                                                            
                                                                            $
                                                                            8,970
                                                                            
                                                                            
                                                                            $
                                                                            (437,857
                                                                            )
                                                                            
                                                                            $
                                                                            (420,192
                                                                            )Interest
      income
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            3,283
                                                                            
                                                                            
                                                                            $
                                                                            3,283Interest
      expense
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            126,947
                                                                            
                                                                            
                                                                            $
                                                                            126,947Depreciation
      & amortization
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            409
                                                                            
                                                                            
                                                                            $
                                                                            4,526
                                                                            
                                                                            
                                                                            $
                                                                            4,935Identifiable
      assets
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            3,060
                                                                            
                                                                            
                                                                            $
                                                                            39,106
                                                                            
                                                                            
                                                                            $
                                                                            42,166Year
      Ended December 31, 2007Net
      Sales
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            89,821
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            89,821Gross
      Profit
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            39,462
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            39,462Operating
      income (loss)
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            33,596
                                                                            
                                                                            
                                                                            $
                                                                            (495,747
                                                                            )
                                                                            
                                                                            $
                                                                            (462,151
                                                                            )Interest
      income
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            10,205
                                                                            
                                                                            
                                                                            $
                                                                            10,205Interest
      expense
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            89,922
                                                                            
                                                                            
                                                                            $
                                                                            89,922Depreciation
      & amortization
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            1,666
                                                                            
                                                                            
                                                                            $
                                                                            3,957
                                                                            
                                                                            
                                                                            $
                                                                            5,623Identifiable
      assets
                                                                            
                                                                            $
                                                                            -
                                                                            
                                                                            
                                                                            $
                                                                            12,259
                                                                            
                                                                            
                                                                            $
                                                                            279,910
                                                                            
                                                                            
                                                                            $
                                                                            292,169
  
 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.
  Table of Contents
 
 
 
 9.           
BASIC AND DILUTED EARNINGS PER SHARE
 The
Company computes earnings per share in accordance with FASB Statement of
Financial Accounting Standards No. 128, “Earnings Per Share” ("SFAS 128"). SFAS
128 requires companies to compute earnings per share under two different
methods, basic and diluted, and present per share data for all periods in which
statements of operations are presented. Basic earnings per share are computed by
dividing net income by the weighted average number of shares of common stock
outstanding. Diluted earnings per share are computed by dividing net income by
the weighted average number of common stock and common stock equivalents
outstanding.
 
 The
following table provides a reconciliation of the numerators and denominators
used in calculating basic and diluted earnings per share for the year ended
December 31, 2008 and 2007:
 
 
 2008
                                                                                  
                                                                                  
                                                                                  2007Basic
      earnings per share calculation:Net
      loss to common shareholders
                                                                                  
                                                                                  $
                                                                                  (479,426
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (541,868
                                                                                  )Weighted
      average of common shares outstanding
                                                                                  
                                                                                  
                                                                                  12,646,434
                                                                                  
                                                                                  
                                                                                  
                                                                                  9,926,659Basic
      net loss per share
                                                                                  
                                                                                  $
                                                                                  (0.04
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (0.05
                                                                                  )Diluted
      earnings per share calculation:Net
      loss to common shareholders
                                                                                  
                                                                                  $
                                                                                  (479,426
                                                                                  )
                                                                                  
                                                                                  
                                                                                  (541,067
                                                                                  )Weighted
      average of common shares outstanding
                                                                                  
                                                                                  
                                                                                  12,646,434
                                                                                  
                                                                                  
                                                                                  
                                                                                  9,926,659Warrants
                                                                                  
                                                                                  
                                                                                  -
                                                                                  
                                                                                  
                                                                                  
                                                                                  -Diluted
      weighted average common shares outstanding
                                                                                  
                                                                                  
                                                                                  12,646,434
                                                                                  
                                                                                  
                                                                                  
                                                                                  9,926,659Diluted
      net loss per share
                                                                                  
                                                                                  $
                                                                                  (0.04
                                                                                  )
                                                                                  
                                                                                  $
                                                                                  (0.05
                                                                                  )
 
 
 10.           COMMITMENT
  On
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.
   Table of Contents
  
  
 
 
 ITEM
      9
              CHANGESIN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
  DISCLOSURE
 
 None.
 
  ITEM
      9A(T)   CONTROLS AND
      PROCEDURES
    Evaluation
of Disclosure Controls and Procedures
   We
maintain disclosure controls and procedures designed to provide reasonable
assurance that information required to be disclosed in our reports filed
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer as
appropriate, to allow timely decisions regarding required disclosure. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance the objectives of the control system are
met.
   As of
December 31, 2008, our management (with the participation of our Chief Executive
Officer and Chief Financial Officer) carried out an evaluation of the
effectiveness of our disclosure controls and procedures as such term is defined
in Rule 13a-15(e) under the Exchange Act.  Based on this evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of December 31, 2008,
because of the identification of the material weaknesses in internal control
over financial reporting described below.  Notwithstanding the
material weaknesses that existed as of December 31, 2008, our Chief Executive
Officer and Chief Financial Officer has concluded that the financial statements
included in this Annual Report on Form 10-K present fairly, in all material
respects, the financial position, results of operations and cash flows of the
Company in conformity with accounting principles generally accepted in the
United States of America (“GAAP”).  We are currently looking into cost
effective steps to potentially remediate such material weaknesses as described
below.
  Since we
do not have a formalized audit committee, our board of directors oversees the
responsibilities of the audit committee.  The board of directors is
fully aware that there is lack of segregation of duties due to the small number
of employees dealing with general administrative and financial
matters.
   Management’s
Annual Report on Internal Control Over Financial Reporting
 
 Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial reporting is a
set of processes designed by, or under the supervision of, a company’s principal
executive and principal financial officers, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP and includes
those policies and procedures that:
   ·
              pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect our transactions and dispositions of our
      assets;
  ·
              provide
      reasonable assurance our transactions are recorded as necessary to permit
      preparation of our financial statements in accordance with GAAP, and that
      receipts and expenditures are being made only in accordance with
      authorizations of our management and directors;
  and
  ·
              provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of our assets that could have
      a material effect on the financial
statement.
   Table of
Contents
  -20-
 
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  It should be noted that any system
of internal control, however well designed and operated, can provide only
reasonable, and not absolute, assurance that the objectives of the system will
be met.  Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
  Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we conducted an assessment of the
effectiveness of our internal control over financial reporting based on criteria
established in “Internal Control-Integrated Framework” issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO), as of December
31, 2008.
  A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of annual or interim financial statements will not be prevented or
detected.  In connection with the assessment described above,
management identified the following control deficiencies that represent material
weaknesses at December 31, 2008:
  ·
                Due
      to the limited number of Company personnel, a lack of segregation of
      duties exists.   An essential part of internal control is
      for certain procedures to be properly segregated and the results of their
      performance be adequately reviewed.  This is normally
      accomplished by assigning duties so that no one person handles a
      transaction from beginning to end and incompatible duties between
      functions are not handled by the same
person.
 
 ·
                The
      Company lacks a board oversight role within the financial reporting
      process that is not actively involved in the preparation of the financial
      statements.
  As a
result of these material weaknesses described above, management has concluded
that, as of December 31, 2008, our internal control over financial reporting was
not effective based on the criteria in “Internal Control-Integrated Framework”
issued by COSO.   We intend to initiate measures to remediate and
refine our internal controls to address these identified material weaknesses as
the Company grows.  Other than improving the process of involvement of
the board of directors in the financial reporting process, we intend to initiate
other remedial measures as we obtain a stronger cash position that would justify
additional expenditures.
  This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit us to provide only management’s report in this annual
report.
  Changes
in Internal Control Over Financial Reporting
  In the
Company’s prior assessment of internal control over financial reporting as of
September 30, 2008, management concluded that there was a lack of financial
expertise within its financial reporting process which constituted a material
weakness in internal control over financial reporting. In January 2009, the
Company replaced its outsourced accounting and financial reporting service
provider with a new outside service provider that management feels will be able
to provide the expertise they need.
  Other
than as described above there were no changes in our internal control over
financial reporting that occurred during the quarter ended December 31, 2008,
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
  Table of Contents
  -21-
  ITEM
      9B
              OTHER
  INFORMATION
  
 None.
 
 
 PART III
 
  ITEM
      10
              DIRECTORS, EXECUTIVE OFFICERS AND
      CORPORATE GOVERNANCE
  
 Directors
and Executive Officers
 
 Our
executive officers and directors are as follows:
 
 Name
                  Age
                  Position(s)Dr.
      Guillermo R. Jordan, PhD
                  80
                  ChairmanJohn
      C. Jordan
                  55
                  Chief
      Executive Officer, President, Chief Financial Officer and
      DirectorMarilyn
      Molyneux Jordan
                  56
                  Secretary
      and DirectorDr.
      Martha A. Jordan, PhD
                  58
                  Director
 
 All
persons elected or appointed to our board of directors hold office until the
next annual meeting of stockholders and until their successors have been duly
elected and qualified.  We are aware of no agreements that exist with
respect to the election of our directors.  We compensate our directors
$500 per month for service on the board of directors, and any
committees.  Nevertheless, directors may defer their cash payment or
take payment in the form of shares of our common stock in lieu of such cash
compensation.  As of December 31, 2008 and 2007, $7,000, and $30,000,
respectively, had been accrued as director compensation.
 
 Our board
of directors does not have any standing committees, including any audit
committee, governance committee, nomination committee or compensation
committee.  Nevertheless, Dr. Guillermo Jordan and Dr. Martha A.
Jordan together serve on a “Science Advisory Board” that provides scientific
advice to our board of directors on a formal and informal basis.
 
 During
the past five years, no officer, director, control person or promoter of the
Company has been involved in any legal proceedings with respect
to:  (i) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) any order,
judgment, or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of business,
securities or banking activities; or (iv) any violation of a federal or state
securities or commodities law being found by a court of competent jurisdiction
(in a civil action), the Securities Exchange Commission or the Commodity Futures
Trading Commission, and the judgment has not been reversed, suspended, or
vacated.
  Currently,
there is no arrangement, agreement or understanding between our management and
non-management stockholders under which non-management stockholders may directly
or indirectly participate in or influence the management of Company
affairs.  Nevertheless, present management openly accepts and
appreciates any input or suggestions from our stockholders.  The board
of directors has established several means by which our stockholders may
communicate with the board of directors.  If a stockholder has a
concern relating to the governance practices, business ethics or corporate
conduct of the Company, that concern should be submitted in writing to the
Chairman of the Board, in care of the corporate Secretary, at our headquarters
address.  All other stockholder communications will be forwarded to
the particular director to whom it is addressed.
  Table of Contents
 
 -22-
 The
business experience of each of the persons listed above during the past five
years is as follows:
 
 Guillermo R. Jordan, PhD has
been our Chairman of the Board and Research and Development Director since
2006.  Dr. Jordan also was Professor, Author, Lecturer and Dean of the
Graduate School at San Marcos University in Lima, Peru, from 1960 until his
retirement in 2005.  Dr. Jordan manages our research and development
activities and is a member of our Science Advisory Board as described
above.  Dr. Jordan is the father of John C. Jordan, our Chief
Executive Officer, President and Chief Financial Officer.
 
 John C. Jordan has been our
Chief Executive Officer, President, Chief Financial Officer and a director since
2006.  Prior to that, Mr. Jordan served in similar capacities with ACS
Trading Corporation, a company dealing in agricultural commodities, fishmeal and
raw materials for the pharmaceutical and health supplement industry, from 1994
until Vida Life acquired that corporation in May 2006.  From 1979 to
1994, Mr. Jordan was Vice President of Marketing and a director of Environmental
Air Specialists, Inc., of San Francisco, California, a company specializing in
environmental and air pollution control products.
 
 Martha A. Jordan, PhD has
been a director since 2006.  Dr. Jordan has been a professor at
Garcilazo de la Vega University in Lima, Peru, since 1998.  Dr. Jordan
also serves as a member of our Science Advisory Board together with her father,
Dr. Guillermo R. Jordan, in which capacity she performs a majority of the
research and development work on behalf of the Company.  Dr. Jordan is
the sister of John C. Jordan, our Chief Executive Officer, President and Chief
Financial Officer.
 
 Marilyn MolyneuxJordan R.N., has been our Secretary and
a director since 2006.  Ms. Jordan has also been a case manager at The
Hartford Insurance Company in California in their Utilization Review Unit, in
charge of reviewing workers compensation cases, since 2006.  Ms.
Jordan served as a registered nurse manager for the Sacramento Medical
Foundation from 2003 until 2006.  Ms. Jordan is the wife of John C.
Jordan, our Chief Executive Officer, President and Chief Financial
Officer.
 
 Code
of Ethics
 
 We have
not adopted any code of ethics that applies to any of its principal executive,
principal financial, or principal accounting officers.  We expect that
we may adopt such a code of ethics if and when we have more than just two
employees and we are then able to determine that the cost involved in preparing
a code of ethics, and instituting reporting procedures for potential violations
of the code and procedures for obtaining waivers from the policies set forth in
the code, would be offset by the potential benefits to the Company.
 
 Committees
of the Board of Directors; Audit Committee Financial Expert
 
 Our board
of directors does not have a standing audit committee and instead the entire
board of directors fulfills the role of an audit committee.  Our
common stock is listed on the OTC Bulletin Board and, as a result, we are not
subject to the provisions of Section 10A of the Securities Exchange Act of 1934
that require all members of an audit committee (or directors performing the
functions traditionally performed by an audit committee) to be
independent.
 
 The board
of directors has determined that it does not have an “audit committee financial
expert,” as that term is defined in Item 407(d)(5) of Regulation S-K, serving on
the board of directors at this time.  At this time, the board of
directors has not been able to identify a candidate to serve on the board of
directors of the Company who possess the background, training and skills
necessary to qualify him or her as an “audit committee financial
expert.”
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Securities Exchange Act of 1934 requires our directors, executive
officers and beneficial owners of more than 10% of our common stock
(collectively referred to as “statutory insiders”) to file with the SEC certain
reports regarding their ownership of common stock or any changes in such
ownership.  Our statutory insiders became subject to these filing
requirements in November 2008.  Based on our own review, we believe
that Dr. Guillermo R. Jordan, Marilyn Molyneux Jordan, Martha A. Jordan, and
John C. Jordan each made late filings on Form 3 respecting to their ownership of
our common stock.
 
 In the
case of John C. Jordan, an initial Form 3 reporting Mr. Jordan’s ownership of
our common stock appears to have been due on November 11, 2008 but was filed on
November 25, 2008.  In the case of Marilyn Molyneux Jordan, an initial
Form 3 relating to Mrs. Jordan’s ownership of our common stock appears to have
been due on November 11, 2008 but was filed on November 25, 2008.  In
the case of Martha A. Jordan, an initial Form 3 relating to Ms. Jordan’s
ownership of our common stock appears to have been due on November 11, 2008 but
was filed on February 10, 2009.  Finally, in the case of Guillermo R.
Jordan, an initial Form 3 relating to Mr. Jordan’s ownership of our common stock
appears to have been due on November 11, 2008 but was filed on February 10,
2009.
  Table of Contents
 
  -23-
 ITEM
      11
              EXECUTIVEAND DIRECTOR
      COMPENSATION
  
 Summary Compensation Table
 
 The
following table sets forth the dollar value of all cash and non-cash
compensation, for the years ended December 31, 2008 and 2007, awarded to (i) our
Chief Executive Officer during fiscal 2008, and (ii) our other executive
officers (other than our Chief Executive Officer) who served the Company and who
received in excess of $100,000 in total compensation for a particular year
(collectively, the “named executive officers”).
 
 Name
      and Principal Position
                Year
                Salary
                Stock
      Awards
                All
      Other Compensation
                TotalJohn
      C. Jordan
                  Chief
      Executive Officer, President and Chief Financial Officer
                2008
                $    240,000
      (1)
                0
                0
                $           240,0002007
                $    220,000
      (2)
                0
                0
                $           220,000
 
 
 (1)
              The
      named executive officer received $21,194 in cash compensation from the
      Company during fiscal 2008.  The remaining $218,806 has been
      accrued.
 
 (2)
              The
      named executive officer did not receive payments of salary for his
      services in 2007.  Instead, pursuant to an agreement reached
      between the named executive officer and the Company, the named executive
      officer received an aggregate of 2,722,444 shares of our common stock in
      lieu of salary payments for 2007 and $114,340 in salary payments accrued
      during fiscal 2006.  These shares were issued to the named
      executive officer in March 2008.
 
 Employment
Agreements and Arrangements with Named Executive Officer
 
 In fiscal
2006, we agreed to pay John C. Jordan, our Chief Executive Officer, President
and Chief Financial Officer, a salary of $15,000 each
month.  Nevertheless, we were unable to pay Mr. Jordan $114,340 of his
annual salary for 2006 due to cashflow constraints.  As a result, we
accrued officer compensation to Mr. Jordan in that amount as of the end of
2006.  In May 2007, we agreed to pay Mr. Jordan a salary of $20,000
per month but again were unable to pay Mr. Jordan his annual salary due to
cashflow constraints.  In March 2008, we agreed with Mr. Jordan to
settle the amounts owed him as then-accrued officer compensation, aggregating
$334,340, through the issuance of 2,722,444 shares of common stock and cash
compensation totaling $34,852.
 
 For
fiscal 2008, we similarly agreed to pay Mr. Jordan a salary of $20,000 per
month.  In addition, we agreed to provide Mr. Jordan with a cash
bonus, payable quarterly, in an amount equal to 10% of the gross fishmeal sales
revenue of the Company upon the commencement of fishmeal manufacturing in
India.  During fiscal 2008, we were again unable to pay Mr. Jordan his
salary and we accordingly accrued an officer compensation payable in the amount
of $240,000.  We did not accrue any amounts relating to the bonus
arrangement we reached with Mr. Jordan based on the fact that we did not
commence the production of fishmeal manufacturing in India, which production was
a prerequisite to our obligation to make any bonus payment to Mr.
Jordan.  Currently, we do not have any plans to settle the amounts we
owe Mr. Jordan for his 2008 salary through the issuance of additional shares of
common stock.
 
 For
fiscal 2009, we have agreed to maintain the current level of salary compensation
for Mr. Jordan, which is $20,000 per month.  However, we have agreed
to provide Mr. Jordan with a cash bonus, payable quarterly, in an amount equal
to 10% of the gross sales revenue of the Company.  This bonus
arrangement is intended to apply to all sales of the Company (not only
fishmeal), and there is no contingency (such as the commencement of fishmeal
manufacturing in India) placed upon our obligation to make the cash bonus
payments to Mr. Jordan.
 
 The Board
of Directors of the Company has begun discussions with Mr. Jordan that are aimed
at entering into an employment agreement.  The Company presently
expects that any definitive agreement which it enters into with Mr. Jordan will
contain base salary and bonus provisions materially consistent with the base
salary and bonuses to which Mr. Jordan is currently entitled (as discussed
above), in addition to certain payments and benefits upon Mr. Jordan’s
retirement.  The Company also expects that any employment agreement
would contain other customary terms and conditions, including provisions
relating to the assignment of inventions, and restrictive covenants relating to
the solicitation of Company customers and any future employees and entering into
or participating in activities competitive with the Company.
 
 Director
Compensation
 
 Our
directors (except for those directors employed by the Company) are compensated
with $500 per month for their services.  Currently, no additional
amounts are paid for service on committees of our board of
directors.  Subject to certain limitations, our directors are entitled
to reimbursement for their expenses incurred in traveling to and from board
meetings and for two nights of lodging expenses.  We may in the future
determine to provide our directors with additional compensation.
  Outstanding
Equity Awards at Fiscal Year End
 
 We had no
outstanding options, warrants, unvested stock awards or equity incentive plan
awards with respect to our named executive officers as of December 31,
2008.  In addition, we had no option, warrants, unvested stock awards
or equity incentive plan awards outstanding with respect to our named executive
officers as of the date of this filing.  We have not adopted any other
bonus, profit sharing, or deferred compensation plan.
  Table of Contents
   -24-
 ITEM
      12
              SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
      MATTERS
  
 The table
below sets forth certain information with respect to beneficial ownership of our
common stock as of March 27, 2009 (on which date there were 13,380,898 shares of
common stock outstanding), by:
 
 ·
              each
      director of the Company
 ·
              each
      named executive officer (see Item 11
above)
 ·
              all
      current directors and executive officers of the Company as a group,
      and
 ·
              each
      person or entity known by the Company to beneficially own more than 5% of
      our common stock.
 
 Unless
otherwise indicated in the table or its footnotes, each such person or entity
has sole voting and investment power with respect to the shares of common stock
set forth opposite their respective name.
  Name
                  
                  Number
      of Shares Beneficially Owned (1)
                  
                  Percentage
      of Outstanding Shares (1)John
      C. Jordan (2)
                    7046
      Kentfield Drive
                    Cameron
      Park, CA 95682
                  
                  8,772,444
                  
                  65.6%Marilyn
      Molyneux Jordan(3)
                    7046
      Kentfield Drive
                    Cameron
      Park, CA 95682
                  
                  8,772,444
                  
                  65.6%Dr.
      Guillermo R. Jordan (4)
                    P.O.
      Box 4679
                    El
      Dorado Hills, CA 95682
                  
                  0
                  
                  *Dr.
      Martha Alicia Jordan (5)
                    P.O.
      Box 4679
                    El
      Dorado Hills, CA 95762
                  
                  300,000
                  
                  2.2%All
      current directors and executive officers as a group (6)
      (four persons)
                  
                  9,172,444
                  
                  68.5%
 
 *  indicates
less than one percent.
 
 (1)
              Beneficial
      ownership is determined in accordance with the rules of the SEC and
      includes general voting power and/or investment power with respect to
      securities. Shares of common stock subject to options or warrants
      currently exercisable, or exercisable within 60 days of the applicable
      record date, are deemed outstanding for computing the beneficial ownership
      percentage of the person holding such options or warrants but are not
      deemed outstanding for computing the beneficial ownership percentage of
      any other person.
 
 (2)
              John
      C. Jordan is our Chief Executive Officer, President, Chief Financial
      Officer and a director.  Marilyn Molyneux Jordan is the wife of
      John C. Jordan and is a director of the Company.  Mr. Jordan’s
      8,772,444 shares includes 125,000 shares registered in the name of Marilyn
      Molyneux Jordan.  Mr. Jordan disclaims beneficial ownership over
      the securities held by Marilyn Molyneux
Jordan.
 
 (3)
              Marilyn
      Molyneux Jordan is a director of the Company.  John C. Jordan is
      the husband of Marilyn Molyneux Jordan and is our Chief Executive Officer,
      President and Chief Financial Officer.  As described in footnote
      2 above, the 8,772,444 shares includes 8,647,444 shares registered in the
      name of John C. Jordan.  Ms. Jordan disclaims beneficial
      ownership over the securities held by Mr.
  Jordan.
 
 (4)
              Dr.
      Guillermo R. Jordan is a director of the
  Company.
 
 (5)
              Dr.
      Martha A. Jordan is a director of the
Company.
 
 (6)
              Includes
      John C. Jordan, Marilyn Molyneux Jordan, Dr. Guillermo R. Jordan and Dr.
      Martha A. Jordan.
 
 Table of Contents
 -25-
 ITEM
      13
              CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS AND DIRECTOR
INDEPENDENCE
  
 Related-Party Transactions
 
 ·
              On
      February 13, 2007, we issued 100,000 shares of common stock to our
      Chairman (Guillermo R. Jordan) for consulting services
      rendered.  At Guillermo R. Jordan’s direction, the shares were issued
      to his daughter, Martha A. Jordan, who is also a director of the
      Company.  The shares issued in this transaction were valued at $.8625
      per share, or $86,250.
 
 ·
              On
      March 19, 2007, we delivered a promissory note (the “Note”) for $400,000
      to one of our stockholders, Don Geralds.  The Note bears
      interest at the per annum rate of 10%, requiring quarterly interest-only
      payments, with the entire principal balance due March 19,
      2009.  Interest expense related to the Note was $40,000 and
      $30,000 for the year ended December 31, 2008 and 2007,
      respectively.  The Note is secured by 1,000,000 shares of
      restricted stock owned by John C. Jordan, our President, Chief Executive
      Officer and Chief Financial Officer.  As further consideration
      for the Note, the Company issued a detachable stock warrant to the lender
      providing the right to purchase up to 200,000 shares of our common stock
      at $1.00 per share at any time during which the Note remained
      outstanding.  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 stock 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 $1.15 per
      share, exercise price of $1.00 per share, expected term of 2 years and a
      volatility rate of 155.33%.  On August 4, 2008, we entered into
      an agreement with the lender to extend the maturity date of the Note to
      March 19, 2010.
 
 ·
              On
      March 3, 2008, we issued 2,722,444 shares of common stock to John C.
      Jordan, our Chief Executive Officer, President and Chief Financial Officer
      (and also a director of the Company) for unpaid officer compensation
      accrued during 2006-2008.  The shares issued in this transaction
      were valued at $0.11 per share, or
$299,488.
 
 ·
              On
      June 3, 2008, we issued 100,000 shares of common stock to our
      Chairman (Dr. Guillermo R. Jordan) for consulting services
      rendered.  At Guillermo R. Jordan’s direction, the shares were issued
      to his daughter, Martha A. Jordan, who is also a director of the
      Company.  The shares issued in this transaction were valued at the
      market price of our common stock on the date of issuance ($0.10 per share,
      or $10,000).
 
 ·
              On
      June 3, 2008, we issued 100,000 shares of common stock to each Martha A.
      Jordan and Marilyn Molyneux Jordan (each of whom is a director of the
      Company) as an in-kind payment for director fees.  The shares
      issued in these transactions were valued at the market price of our common
      stock on the date of issuance ($0.10 per share, or
    $20,000).
 
 Director
Independence
 
 We
currently have four directors—John C. Jordan, Dr. Guillermo R. Jordan, Dr.
Martha A. Jordan and Marilyn M. Jordan.  All of our directors are
related family members and none of them are “independent” as that term is
defined in Section 4200(a)(15) of National Association of Securities Dealers’
listing standards.  However, we are not subject to those listing
standards because our common stock is not listed for trading on the NASDAQ
market.  In addition, no member of the board of directors is
“independent” as that term is defined in Section 10A-3 of the Securities
Exchange Act of 1934.
 
 The board
of directors does not have a standing audit, compensation or nominating
committee.  Instead, the entire board of directors fulfills the
functions traditionally performed by such committees.
  Table of Contents
 
 -26-
  ITEM
      14
              PRINCIPAL ACCOUNTANT FEES AND
      SERVICES
  
 Aggregate
fees billed by our principal independent registered public accounting firm for
the fiscal years indicated were:
 
 2008
                        
                        
                        2007Audit
      Fees
                        
                        $
                        69,027
                        
                        
                        $
                        12,720Audit-Related
      Fees
                        
                        
                        1,700
                        
                        
                        
                        4,055Tax
      Fees
                        
                        
                        1,600
                        
                        
                        
                        -All
      Other Fees
                        
                        
                        -
                        
                        
                        
                        -Total
                        
                        $
                        70,627
                        
                        
                        $
                        16,755
 
  Audit
Fees.   The fees identified under this caption were for
professional services rendered by Carver Moquist & O’Connor, LLC for fiscal
years 2008 and 2007 in connection with the audit of our annual financial
statements and review of the financial statements included in our quarterly
reports on Form 10-Q.  The amounts also include fees for services that
are normally provided by the independent public registered accounting firm in
connection with statutory and regulatory filings and engagements for the years
identified.
  Audit-Related
Fees.  The fees identified under this caption were for
assurance and related services that were related to the performance of the audit
or review of our financial statements and were not reported under the caption
“Audit Fees.” This category may include fees related to the performance of
audits and attestation services not required by statute or regulations, and
accounting consultations about the application of generally accepted accounting
principles to proposed transactions.
  Tax Fees.  The fees
identified under this caption were for tax compliance, tax planning, tax advice
and corporate tax services.  Corporate tax services encompass a
variety of permissible services, including technical tax advice related to tax
matters; assistance with withholding-tax matters; assistance with state and
local taxes; preparation of reports to comply with local tax authority transfer
pricing documentation requirements; and assistance with tax audits.
  Approval
Policy.  Our entire Board of Directors approves in advance all
services provided by our independent registered public accounting
firm.  All engagements of our independent registered public accounting
firm in fiscal years 2007 and 2008 were pre-approved by the Board of
Directors.
  Table of Contents
 
  -27-
 
  PART
IV
 
  ITEM 15
              EXHIBITS AND FINANCIAL STATEMENT
      SCHEDULES
  
 Financial
Statements
 
 Item
              
              PageReport
      of Independent Registered Public Accounting Firm
              
              F-1Balance
      Sheets – December 31, 2008 and 2007
              
              F-2Statements
      of Operations – Years ended December 31, 2008 and
2007
              
              F-3Statement
      of Changes in Stockholders’ Deficit – Years ended December 31, 2008 and
      2007
              
              F-4Statements
      of Cash Flows – Years ended December 31, 2008 and 2007
              
              F-5Notes
      to Audited Financial Statements
              
              F-6
 
 Exhibits
 
 Exhibit No.
              Description2.1
              Articles
      of Merger (incorporated by reference to Exhibit 2.1 to the registrant’s
      Amendment to Form 10 registration statement (Commission File No.
      000-53237) (Form 10-12G/A) filed with the SEC on October 14,
      2008).2.2
              Agreement
      of Merger (incorporated by reference to Exhibit 2.2 to the registrant’s
      Amendment to Form 10 registration statement (Commission File No.
      000-53237) (Form 10-12G/A) filed with the SEC on October 14,
      2008).3.1
              Articles
      of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to
      the registrant’s Amendment to Form 10 registration statement (Commission
      File No. 000-53237) (Form 10-12G/A) filed with the SEC on October 14,
      2008).3.2
              Bylaws
      (incorporated by reference to Exhibit 3.2 to the registrant’s Amendment to
      Form 10 registration statement (Commission File No. 000-53237) (Form
      10-12G/A) filed with the SEC on October 14, 2008).10.1
              Loan
      Agreement (for $400,000 loan), as amended (incorporated by reference to
      Exhibits 10.1 and 10.2 to the registrant’s Amendment to Form 10
      registration statement (Commission File No. 000-53237) (Form 10-12G/A)
      filed with the SEC on October 14, 2008).10.2
              Non
      Circumvention, Non Disclosure and Confidentiality Agreement with Heijyo
      Co., Ltd.(incorporated by
      reference to Exhibit 10.3 to the registrant’s Amendment to Form 10
      registration statement (Commission File No. 000-53237) (Form 10-12G/A)
      filed with the SEC on October 14, 2008).10.3
              Memorandum
      of Understanding Confidential and Non Circumvention Agreement with
      Cappseals, Inc. (incorporated by reference to Exhibit 10.4 to the
      registrant’s Amendment to Form 10 registration statement (Commission File
      No. 000-53237) (Form 10-12G/A) filed with the SEC on October 14,
      2008).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
      *
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002.
 
 
 * Filed
electronically herewith.
 
 
  -28-
 Table of Contents
 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.
 
 /s/ John
C.
Jordan
 John
C. Jordan
 Chief
Executive Officer
 
 Dated:  March
31, 2009
 
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
 
 Signature
      and Name
              
              Position/Title
              
              Date/s/ John C.
      Jordan
                John
      C. Jordan
              
              Chief
      Executive Officer (principal executive officer)
              
              March
      31, 2009/s/ John C.
      Jordan
                John
      C. Jordan
              
              Chief
      Financial Officer and Director (principal financial officer)
              
              March
      31, 2009/s/ Marilyn Molyneux
      Jordan
                Marilyn
      Molyneux Jordan
              
              Director
              
              March
      31, 2009/s/ Dr. Martha A.
      Jordan
                Dr.
      Martha A. Jordan
              
              Director
              
              March
      31, 2009
  -29-