<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                  FORM 10-QSB/A
                                (Amendment No. 1)

(X) Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 2001 or

( ) 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:         0-30568
                        ----------------------

                           VITAL LIVING PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)


           Delaware                                              56-1683886
           --------                                              ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)


                    5001 Smith Farm Road, Matthews, NC 28104
                    (Address of principal executive offices)

                                 (704) 821-3200
              (Registrant's telephone number, including area code)

                                      N/A
              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months, and (2)
has been subject to such filing requirements for the past 90 days.

Yes    X        No
    -------        -------

State the number of shares outstanding of each of the issuer's classes of Common
Stock as of November 6, 2001.

           Common Stock, $0.01 par value . . . . . . . . . 16,294,366

<PAGE>


Explanatory Note:

The Registrant is filing this Form 10-QSB/A in order to provide additional
disclosure in Part 1, Item 1 - Financial Statements. The disclosure relates to
various investigations being conducted by several governmental agencies
concerning the registrant's efforts to develop a home testing kit for the
anthrax bacteria subsequent to September 30, 2001 and related expenses the
registrant expects to record in connection therewith.


PART I

Item 1.  Financial Statements


                         CONDENSED FINANCIAL STATEMENTS

                    For the Quarter Ended September 30, 2001

                           VITAL LIVING PRODUCTS, INC.


         The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and disclosures normally included
in annual financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures contained herein
are adequate to make the information presented not misleading. These financial
statements should be read in conjunction with the financial statements and the
notes thereto included in the Company's Form 10-KSB filed March 27, 2001, as
amended.








<PAGE>

                           VITAL LIVING PRODUCTS, INC.

                                  BALANCE SHEET
                                   (Unaudited)

                               September 30, 2001


                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                                                         <C>
CURRENT ASSETS:
   Cash                                                                                                             $1,256
   Accounts receivable, less allowance for doubtful accounts of $10,011                                            140,806
   Installment accounts receivable                                                                                  14,218
   Other assets                                                                                                      8,860
   Prepaid expense                                                                                                     150
   Inventory                                                                                                       318,972
                                                                                                           ----------------
     Total current assets                                                                                          484,262

PROPERTY AND EQUIPMENT:
   Office furniture and equipment                                                                                   43,067
   Warehouse equipment                                                                                             117,881
   Computer equipment                                                                                              192,787
   Vehicles                                                                                                         75,833
   Water service equipment                                                                                         427,471
   Leasehold improvements                                                                                           23,563
                                                                                                           ----------------
                                                                                                                   880,602
   Less accumulated depreciation                                                                                   713,480
                                                                                                           ----------------
     Net property and equipment                                                                                    167,122

OTHER ASSETS:
   Installment accounts receivable                                                                                   5,594
   Deferred costs, net of accumulated amortization of $55,318                                                       15,909
                                                                                                           ----------------
     Total other assets                                                                                             21,503
                                                                                                           ----------------
                                                                                                                  $672,887
                                                                                                           ================
</TABLE>


<PAGE>


                           VITAL LIVING PRODUCTS, INC.

                                  BALANCE SHEET
                                   (Unaudited)

                               September 30, 2001


                      LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
<S>                                                                                                        <C>
 CURRENT LIABILITIES:
   Trade accounts payable                                                                                         $211,513
   Accrued interest payable to related party                                                                        16,237
   Accrued dividends                                                                                             1,276,500
   Accrued payroll and payroll taxes                                                                                28,221
   Current portion of vehicle loans payable                                                                          8,459
   Accrued interest                                                                                                 12,424
    Other accrued liabilities                                                                                        1,140
   Convertible debentures payable                                                                                  373,600
                                                                                                           ----------------
      Total current liabilities                                                                                  1,928,094

LONG-TERM NOTES PAYABLE:
   Notes payable to related parties                                                                              1,127,000
   Vehicle loans payable                                                                                             3,138
                                                                                                           ----------------
     Total long-term notes payable                                                                               1,130,138

REDEEMABLE PREFERRED STOCK: Class A; $.01 par value;
     3,303,375 shares authorized, issued and outstanding                                                            33,034

 STOCKHOLDERS' EQUITY:
   Common stock, $.01 par value; 50,000,000 shares authorized;  4,316,103
     shares issued and 3,992,256 outstanding                                                                        43,161
   Preferred stock - Class B, convertible; $.01 par value; 1,000,000 shares authorized
     Series A -  575,000 shares outstanding                                                                      1,150,000
     Series B - 31,290 shares outstanding                                                                        1,783,935
    Paid-in capital                                                                                              8,668,321
   Treasury stock, 323,847 shares, at cost                                                                         (75,000)
    Retained earnings (deficit)                                                                                (13,988,796)
                                                                                                           ----------------
     Total stockholders' equity                                                                                 (2,418,379)
                                                                                                           ----------------
                                                                                                                  $672,887
                                                                                                           ================
</TABLE>




<PAGE>


                           VITAL LIVING PRODUCTS, INC.

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

     For the Three Months and Nine Months Ended September 30, 2001 and 2000
<TABLE>
<CAPTION>
                                                                   Three Months Ended                  Nine Months Ended
                                                                      September 30,                      September 30,
                                                                 2001              2000              2001              2000
                                                             -----------       -----------       -----------       -----------
<S>                                                          <C>               <C>               <C>               <C>
REVENUES:

   Product sales                                             $   282,918       $   292,665       $ 1,131,761       $ 1,006,108
   Service revenues                                               75,327           102,473           244,306           283,781
                                                             -----------       -----------       -----------       -----------
      Total revenues                                             358,245           395,138         1,376,067         1,289,889

COST OF GOODS SOLD:
   Direct material costs                                         144,202           154,361           564,633           524,282
   Labor, taxes and fringes                                       59,461            74,605           222,905           235,085
   Travel, vehicle and other costs                                18,306            25,744            64,397            87,926
   Depreciation                                                    4,917            23,144            28,825            69,692
                                                             -----------       -----------       -----------       -----------
     Total cost of goods sold                                    226,886           277,854           880,760           916,985
                                                             -----------       -----------       -----------       -----------

 GROSS MARGIN                                                    131,359           117,284           495,307           372,904

 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
   Salaries, taxes and fringes                                    95,104            94,238           306,077           295,422
   Sales commissions and brokerage costs                          23,021            26,645           103,484            88,456
   Marketing, advertising and promotion                           35,561            99,640           135,231           188,095
   Travel and vehicle costs                                        3,461             7,928            13,737            31,532
   Professional fees and costs                                    92,925            40,171           418,156           160,571
   Bad debt expense (recovery)                                       715            (1,818)           (1,546)              174
   Office and telephone costs                                     32,752            38,173            93,983            97,698
   Depreciation and amortization                                   5,241             4,282            15,578            11,569
   Insurance and other                                             3,776             4,348            17,478            15,592
                                                             -----------       -----------       -----------       -----------
     Total selling, general and administrative expenses          292,556           313,607         1,102,178           889,109

 INCOME (LOSS) FROM OPERATIONS                                  (161,197)         (196,323)         (606,871)         (516,205)
                                                             -----------       -----------       -----------       -----------

 OTHER REVENUES (EXPENSES):
   Interest expense                                              (27,660)          (25,023)         (532,851)          (55,417)
   Gain (loss) on sale of fixed assets                            (1,788)             --               7,787              --
   Other                                                          10,064             1,167            11,871             3,960
                                                             -----------       -----------       -----------       -----------
     Total other revenues (expenses)                             (19,384)          (23,856)         (513,193)          (51,457)
                                                             -----------       -----------       -----------       -----------

NET INCOME (LOSS) BEFORE INCOME TAXES                           (180,581)         (220,179)       (1,120,064)         (567,662)

INCOME TAX (PROVISION) BENEFIT                                      --                --                --                --
                                                             -----------       -----------       -----------       -----------

NET INCOME (LOSS)                                            ($  180,581)      ($  220,179)      ($1,120,064)      ($  567,662)
                                                             ===========       ===========       ===========       ===========

BASIC INCOME (LOSS) PER COMMON SHARE                         ($     0.06)      ($     0.08)      ($     0.36)      ($     0.22)
                                                             ===========       ===========       ===========       ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING                     3,837,333         3,098,326         3,389,371         3,092,666
                                                             ===========       ===========       ===========       ===========
</TABLE>



<PAGE>


                           VITAL LIVING PRODUCTS, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

     For the Three Months and Nine Months Ended September 30, 2001 and 2000
<TABLE>
<CAPTION>
                                                                      Three Months Ended               Nine Months Ended
                                                                         September 30,                    September 30,
                                                                     2001            2000             2001             2000
                                                                  ---------       ---------       -----------       -----------
<S>                                                               <C>             <C>             <C>               <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Cash received from customers and others                        $ 495,627       $ 491,945       $ 1,416,321       $ 1,213,787
   Cash paid to suppliers and employees                            (481,222)       (577,440)       (1,740,486)       (1,704,483)
   Interest paid                                                     (5,769)        (26,841)          (61,927)          (48,033)
                                                                  ---------       ---------       -----------       -----------
      Net cash provided (used) by operating activities                8,636        (112,336)         (386,092)         (538,729)

 CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                (1,390)        (19,220)          (19,084)          (54,472)
   Payment for product design costs                                    --              --              (1,000)             --
   Cash received from sale of fixed asset                              --             1,649             9,575             1,649
                                                                  ---------       ---------       -----------       -----------
      Net cash used by investing activities                          (1,390)        (17,571)          (10,509)          (52,823)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Payment on bank overdraft, net                                   (59,919)          8,146            (8,976)           (2,974)
   Net proceeds from demand notes payable to related parties         57,000         126,000           (33,252)          564,500
   Payments on notes payable                                         (3,471)         (6,542)          (10,315)          (12,003)
   Proceeds from new borrowings                                        --             2,303           450,000            28,800
   Proceeds from common stock options exercised                        --              --                --              12,968
                                                                                  ---------       -----------       -----------
      Net cash provided (used) by financing activities               (6,390)        129,907           397,457           591,291
                                                                  ---------       ---------       -----------       -----------

NET INCREASE (DECREASE) IN CASH                                         856            --                 856              (261)

CASH, beginning of period                                               400             400               400               661
                                                                  ---------       ---------       -----------       -----------

CASH, end of period                                               $   1,256       $     400       $     1,256       $       400
                                                                  =========       =========       ===========       ===========
</TABLE>

NONCASH TRANSACTIONS:
  Preferred Series A, Class B dividends of $103,500 were accrued during each of
    the nine month periods ended September 30, 2001 and 2000.

  Certain salaries to Company employees totaling approximately $26,600 were paid
    by a stockholder during each of the nine month periods ended September 30,
    2001 and 2000.

  Options were granted to nonemployees for services provided during the nine
    months ended September 30, 2001. The value of the options was approximately
    $42,900.

  Stock was issued to nonemployees for services provided during the nine months
    ended September 30, 2001. The value of the stock was approximately $109,700.

  Debentures with value of $76,400 plus accrued interest on debentures with a
    value of $9,460, have been converted into 670,740 shares of common stock
    during the nine months ended September 30, 2001.


                                    Continued

<PAGE>


                           VITAL LIVING PRODUCTS, INC.

                      STATEMENTS OF CASH FLOWS - continued
                                   (Unaudited)

     For the Three Months and Nine Months Ended September 30, 2001 and 2000
<TABLE>
<CAPTION>
RECONCILIATION OF NET INCOME (LOSS) TO NET                             Three Months Ended           Nine Months Ended
   CASH PROVIDED (USED) BY OPERATING ACTIVITIES:                          September 30,                 September 30,
                                                                       2001          2000           2001           2000
                                                                    ---------     ---------     -----------      ---------
<S>                                                                 <C>           <C>           <C>              <C>
Net income (loss)                                                   $(180,581)    $(220,179)    $(1,120,064)     $(567,662)
Adjustments to reconcile net income (loss) to net cash
  used by operating activities:
     Depreciation and amortization                                     10,158        27,426          44,403         81,262
     (Gain) loss on sale of fixed assets                                1,788          (851)         (7,787)          (851)
     Services provided at no charge by stockholder                      8,852         8,852          26,555         26,556
     Provision for interest related to issuance of
       debentures and warrants                                           --            --           450,000           --
     Stock issued for professional services                            25,577          --           109,722           --
     Stock options issued for professional services                    13,776        25,691          42,924         43,237
     (Increase) decrease in accounts receivable                       136,178        96,491          37,244        (79,211)
     Increase in other receivables                                     (8,860)         --            (8,860)          --
     (Increase) decrease in inventory                                 (10,284)       15,493         (26,986)       (15,807)
     (Increase) decrease in prepaid expenses                           14,251       (11,787)          2,837        (11,787)
     Increase (decrease) in trade accounts payable                     11,720       (28,272)         52,500         35,386
     Increase (decrease) in accrued interest payable to
       related party                                                   10,468        (1,818)          1,776          7,384
     Increase (decrease) in accrued payroll and payroll taxes          (5,456)       (3,832)          8,935         15,097
     Increase in accrued interest                                      11,422          --            19,147           --
     Decrease in other accrued liabilities                            (30,373)      (19,550)        (18,438)       (72,333)
                                                                   ----------     ---------       ---------      ---------
        Net cash provided (used) by operating activities           $    8,636     $(112,336)     $ (386,092)     $(538,729)
                                                                   ==========     =========       =========      =========
</TABLE>







<PAGE>

                           VITAL LIVING PRODUCTS, INC.

                          NOTES TO FINANCIAL STATEMENTS

                               September 30, 2001


1.  BASIS OF PRESENTATION:
       The condensed interim financial statements included herein have been
         prepared by the Company, without audit, pursuant to the rules and
         regulations of the Securities and Exchange Commission. Certain
         information and footnote disclosures normally included in financial
         statements prepared in accordance with generally accepted accounting
         principles have been condensed or omitted pursuant to such rules and
         regulations, although the Company believes that the disclosures are
         adequate to make the information presented not misleading.

       These statements reflect all adjustments, consisting of normal recurring
         adjustments which, in the opinion of management, are necessary for fair
         presentation of the information contained therein. It is suggested that
         these condensed financial statements be read in conjunction with the
         financial statements and notes thereto included in the Company's Form
         10-KSB for the year ended December 31, 2000. The Company follows the
         same accounting policies in preparation of interim reports.


       As discussed in Note 4 below, the Company expects to incur certain legal
         costs in connections with the investigations described there. The
         Company's accounting policy regarding such costs relating to loss
         contingencies is to provide for the estimated expense and related
         accrued liability in the period when events occur which give rise to
         the expense. As discussed below, estimated amounts for the expense of
         these investigations will be recorded in the quarter ending December
         31, 2001.


       Results of operations for the interim periods are not indicative of
         annual results.


2.  COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN:
       As shown in the accompanying financial statements, the Company has
         incurred recurring losses from operations and resulting cash flow
         deficits. It also has current liabilities significantly in excess of
         current assets and a significant deficit in total stockholders' equity.
         These factors raise substantial doubt about the Company's ability to
         continue as a going concern as of September 30, 2001.

       Management continues to focus on its marketing and sales of water testing
         kits. Management believes that this line will help the Company to
         achieve profitability. The Company's ultimate ability to become
         profitable, however, is contingent on its achieving significantly
         higher sales levels. Until that occurs and until the Company generates
         positive cash flow from operations, additional outside funding will
         continue to be required.

       During 2001, the Company has received funding from two private placement
         transactions. In February 2001, the Company entered into an equity
         financing agreement with a private equity investment fund, whereby the
         Company has received $450,000 in exchange for its issuance of
         convertible debentures and warrants to the investment fund. (See Note
         3.) In October and November 2001, the Company received $690,000 through
         a private placement of 9,527,362 shares of common stock. (See Note 4.)

       Substantial amounts of the cash generated through this funding will be
         required by the Company to defend itself against investigations which
         have been undertaken by the Securities and Exchange Commission, the
         National Association of Securities Dealers, Inc., the Federal Trade
         Commission, the Federal Bureau of Investigation and the U.S. Attorneys
         Office for the Southern District of New York regarding its efforts to
         develop and market a home testing kit for the anthrax bacteria as well



<PAGE>


         as potential unlawful insider trading in the Company's common stock
         (see Note 4). Additionally, the Company has received notices of default
         from each of the holders of its convertible debentures (see Note 3)
         because it has failed to continuously maintain an effective
         registration statement covering the securities related to such
         debentures. If the holders of those debentures do not convert
         substantially all of the outstanding principal and interest on the
         debentures and demand payment thereunder, the Company would not likely
         have sufficient funds to meet its payment obligations and could be
         forced into bankruptcy. The debentures are secured by all of the
         Company's assets and intellectual property. If the Company defaults
         upon the repayment terms of the debentures, then its assets would
         become subject to foreclosure and it would likely be impossible to
         remain a going concern.


       Management expects to require additional financing to fund the Company's
         operations at some point no later than spring of 2002 and, to the
         extent that the secured convertible debentures have not been converted
         into shares of its common stock, it will require additional financing
         to repay the debentures when due, whether upon acceleration or at
         maturity in February and June 2002. Management intends to explore
         various financing alternatives, including the sale of convertible debt
         securities and the private placement of equity securities. No assurance
         can be given, however, that , additional funds will be available.



       If, under these new financing agreements and/or subsequent financing
         agreements, the Company cannot meet its cash requirements , its
         financial condition and results of operations would materially
         adversely affected and it may be unable to continue as a going concern.
         The financial statements do not include any adjustments that might be
         necessary if the Company is unable to continue as a going concern.




3. ADDITIONAL FINANCING - ISSUANCE OF CONVERTIBLE DEBENTURES AND WARRANTS:
       During 2001, the Company borrowed $450,000 from an investment group under
         convertible debentures. These debentures, which require the payment of
         interest at 12% per year, will become due in February and June 2002.
         They are secured by substantially all company assets and provide for
         certain restrictions on additional borrowings, issuance of equity
         securities, and payment of dividends on common stock. The debentures
         were initially convertible into the Company's common stock at the
         lesser of $.278 per share or 50% of market price for that stock, as
         defined. As a result of certain antidilutions adjustments, as of
         December 31, 2001, the remaining $302,802 balance of debentures was
         convertible into common stock at a conversion price equal to the lesser
         of $0.06 or 50% of the market price, as defined.


       As a part of this transaction, the debenture holders received warrants to
         purchase up to 300,000 shares of the Company's common stock. These
         warrants may be exercised at any time within three years of their
         issuance at prices initially equal to the lesser of $.229 per share or
         50% of market price, as defined. As a result of certain antidilution
         adjustments, the warrants are now exercisable for an aggregate of
         633,129 shares of common stock at an exercise price equal to the lesser
         of $0.11, subject to adjustment under certain antidilutions provisions,
         or the average of the lowest three inter-day trading prices of the
         Company's common stock during the ten trading day period ending one
         trading day prior to the date of exercise.

       As of September 30, 2001, debentures for $76,400 and accrued interest on
         the debentures of $9,460 had been converted into 670,740 shares of
         common stock. Additional debentures and accrued in-



<PAGE>



         terest totaling $92,492 were converted in October and November 2001
         into 3,675,399 shares of common stock. Based on stock prices prior to
         December 31, 2001, the remaining debentures could be converted into
         approximately 5,046,700 shares of the Company's common stock. In the
         cases of both the debentures and warrants, investors may acquire shares
         of the Company's common stock at discounts below their market value.
         Due to the preferential conversion feature of the debentures, the
         Company recorded $450,000 of interest expense and additional paid-in
         capital at the time of their issuance.


       The Company has received notices of default from each of the holders of
         the convertible debentures claiming that because it had failed to
         continuously maintain an effective registration statement covering the
         securities associated with the debentures that it is in default under
         the debentures. Upon the occurrence of a default under the debentures
         the debenture holders are entitled to cause the debentures to become
         immediately due and payable in an amount equal to the greater of (i)
         130% of the outstanding principal and interest on the debentures and
         (ii) the number of shares obtainable upon exercise of the outstanding
         principal and interest on the debentures, treating the date of payment
         as the conversion date, times the highest closing price for the
         Company's common stock during the period beginning on the date of the
         default through the date of payment. To date the debenture holders have
         not invoked this acceleration right, but they may do so at any time.


4.  SUBSEQUENT EVENTS:
       In October and November 2001, the Company issued 9,527,362 shares of
         common stock in private placement transactions for aggregate
         consideration of $690,000.


       At September 30, 2001, the Company had approximately $750,000 in
         borrowings outstanding on a $750,000 revolving line of credit from
         Wilbur Peters. This loan is due in February 2003. This line of credit
         is unsecured and provides that advances will be made at the discretion
         of the lender and requires monthly interest payments at the LIBOR rate
         plus 1.5%. On October 22, 2001, Mr. Peters executed an amendment to the
         promissory note under which Mr. Peters agreed to accept prepayments on
         the note and to re-lend to the Company on demand the amount of any such
         prepayments through the term of the note. At December 31, 2001, the
         outstanding balance of that note was approximately $762,000.

       At September 30, 2001, the Company had borrowings from CTF, Inc., an
         affiliate of Mr. Peters, of $400,000. The unsecured note is due in
         February 2003 and has an interest rate of prime plus 2%. On July 1,
         2001, CTF, Inc. executed an amendment to the promissory note under
         which CTF, Inc. agreed to accept prepayments to the note and to re-lend
         to the Company on demand the amount of any such prepayments through the
         term of the note. At December 31, 2001, the outstanding balance of that
         note was approximately $47,500.


       In October 2001, the Company announced that it was developing a home
         testing kit for the anthrax bacteria. Soon after it made a public
         announcement concerning its efforts to develop the product the
         Securities and Exchange Commission, the National Association of
         Securities Dealers, Inc. and the Federal Trade Commission each opened
         investigations regarding these efforts as well as potential unlawful
         insider trading in the Company's common stock. Each of these
         investigations is currently pending and the SEC staff has informed the
         Company that it has recommended to the SEC that it file a civil
         enforcement action against the Company and Donald R. Podrebarac, its



<PAGE>


         chief executive officer, for violations of Section 10(b) of the
         Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The remedies
         the SEC staff is considering recommending that the SEC seek include an
         injunction requiring the Company to not violate the securities laws in
         the future, fines and an order preventing Mr. Podrebarac from working
         for a public company, which would include the Company. In addition, the
         U.S. Attorneys Office for the Southern District of New York has opened
         an investigation into whether efforts to develop and market PurTest
         Anthrax(R) Test were part of a fraudulent criminal scheme as well as
         into whether the Company may have violated various federal securities
         laws. On November 29, 2001 the FBI executed a search warrant at the
         Company's offices in connection with this investigation. These
         investigations and related litigation will be very costly to defend. If
         the Company were to lose or settle any such case, the remedies imposed
         would likely have a material adverse effect on the Company.


       As the events giving rise to the investigations described above occurred
         subsequent to September 30, 2001, the Company has not accrued any costs
         relating to those investigations or to any possible subsequent
         litigation as of September 30, 2001. The Company has estimated that it
         will incur related costs of approximately $240,000 within the first six
         months following September 30, 2001, and it expects to provide for this
         expense and the related accruals in its financial statements for the
         quarter ending December 31, 2001. Management believes that it is not
         possible at this time to estimate costs which may be incurred beyond
         the first quarter of 2002.

       Additionally, in the fourth quarter of 2001 the Company has incurred
         expense of approximately $50,000 in the development and marketing of
         the Anthrax test. (No such costs were incurred through September 30,
         2001. There are no costs for development, marketing, or inventory
         related to the Anthrax test product capitalized on the Company's
         balance sheet at September 30, 2001.) As further development and
         marketing have now been suspended under an agreement with the Federal
         Trade Commission, these costs may not be recovered and will be written
         off in the quarter ending December 31, 2001.


5.  SEGMENT INFORMATION:
       The Company has three reportable segments: water testing products, water
         treatment equipment and services, and vending machines and misting
         systems. Substantially all sales are in the United States, and all
         assets are located in the United States. There are no intersegment
         sales. Financial information by segment is as follows:

<TABLE>
<CAPTION>
                                           For the nine months ended September 30, 2001
         ------------------------------------------------------------------------------------------------------------------
                                                     Water          Water
                                                    Testing       Treatment       Vending       Corporate         Total
                                                  -----------     ---------       --------      ---------      ----------
<S>                                               <C>             <C>             <C>           <C>            <C>
         Segment sales                              $862,640       $343,640       $169,787      $      --      $1,376,067
         Operating income (loss)                     174,890         61,300         64,379       (907,440)       (606,871)
         Interest expense                            262,678        151,268         32,500         86,405         532,851
         Interest income                                  --          5,960             --             --           5,960
         Net income (loss)                           (91,510)       (68,225)        32,327       (992,656)     (1,120,064)

         Segment assets                              336,411        188,390         40,476        107,610         672,887
         Capital asset additions                          --         16,108          2,976             --          19,084
         Depreciation and amortization                 4,621         11,738         17,086         10,958          44,403
</TABLE>



<PAGE>

<TABLE>
<CAPTION>
                                           For the nine months ended September 30, 2000
         ------------------------------------------------------------------------------------------------------------------
                                                     Water          Water
                                                    Testing       Treatment       Vending       Corporate         Total
                                                  -----------     ---------       --------      ---------      ----------
<S>                                               <C>             <C>             <C>           <C>            <C>
         Segment sales                              $722,161       $336,881       $230,847     $       --      $1,289,889
         Operating income (loss)                     140,005         20,473         37,290       (713,973)       (516,205)
         Interest expense                             27,492         15,052          7,316          5,557          55,417
         Interest income                                  --          3,960             --             --           3,960
         Net income (loss)                           112,514          9,381         29,975       (719,532)       (567,662)

         Segment assets                              369,976        202,573         98,453         74,796         745,798
         Capital asset additions                          --          8,531         21,497         24,444          54,472
         Depreciation and amortization                 3,909         25,687         44,006          7,660          81,262
</TABLE>
<TABLE>
<CAPTION>
                                          For the three months ended September 30, 2001
         -----------------------------------------------------------------------------------------------------------------
                                                     Water          Water
                                                    Testing       Treatment       Vending       Corporate         Total
                                                  -----------     ---------       --------      ---------      ----------
<S>                                               <C>             <C>             <C>           <C>            <C>
         Segment sales                              $212,072        $91,081        $55,092      $      --      $  358,245
         Operating income (loss)                      36,511         13,166         30,167       (241,041)       (161,197)
         Interest expense                             13,635          7,852          1,687          4,486          27,660
         Interest income                                  --          4,152             --             --           4,152
         Net income (loss)                            22,876         13,592         28,479       (245,528)       (180,581)

         Depreciation and amortization                 1,533          4,917             --          3,708          10,158
</TABLE>
<TABLE>
<CAPTION>
                                           For the three months ended September 30, 2000
         ------------------------------------------------------------------------------------------------------------------
                                                     Water          Water
                                                    Testing       Treatment       Vending       Corporate         Total
                                                  -----------     ---------       --------      ---------      ----------
<S>                                               <C>             <C>             <C>           <C>            <C>
         Segment sales                              $212,845       $101,746        $80,547      $      --      $  395,138
         Operating income (loss)                      24,533          1,045         28,831       (250,732)       (196,323)
         Interest expense                             11,576          6,603          3,104          3,740          25,023
         Interest income                                  --          1,167             --             --           1,167
         Net income (loss)                            12,957         (3,544)        24,883       (254,475)       (220,179)

         Depreciation and amortization                 1,303          8,626         14,763          2,734          27,426
</TABLE>




<PAGE>



                                   SIGNATURES


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


                                               VITAL LIVING PRODUCTS, INC.



Date:  January 11, 2002                        By: /s/  Larry C. Pratt
                                                   -----------------------------
                                                   Larry C. Pratt
                                                   Vice President
                                                   (Principal Financial Officer)
                                                   (Duly Authorized Officer)