UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  ------------

                                  Form 10-KSB/A
                                 Amendment No. 1

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

                   For the fiscal year ended December 31, 2004

                          Commission File No. 000-33211


                               VITAL LIVING, INC.
 ------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


<TABLE>
<CAPTION>
<S>                                          <C>                                           <C>
               Nevada                                    3652                                 88-0485596
  -------------------------------            ----------------------------                  ----------------
  (State or other jurisdiction of            (Primary Standard Industrial                  (I.R.S. Employer
   incorporation or organization)            Classification Code Number)                  Identification No.)
</TABLE>

                        5080 North 40th Street, Suite 105
                           Phoenix, Arizona 85018-2147
                                 (602) 389-8600
      ---------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area
                                      code,
                  of registrant's principal executive offices)


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

      Check if there is no disclosure  of delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of the  issuer's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [ ]

      State issuer's revenues for the most recent fiscal year: $ 4,161,000

      State the  aggregate  market  value of the  voting and  non-voting  common
equity  held by  non-affiliates  based on the closing sales price as reported by
the OTC bulletin board March 17, 2005: $ 10,552,000

      State the number of shares  outstanding of each of the issuer's classes of
common equity,  as of the last practicable date:  101,068,713  shares of Common
Stock, $ 0.001 Par Value, as of March 17, 2005.


<PAGE>


                               VITAL LIVING, INC.

                          ANNUAL REPORT ON FORM 10-KSBA
                                 Amendment No. 1
                   For the Fiscal Year Ended December 31, 2004

                                TABLE OF CONTENTS

                                    PART III

ITEM 9.       DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT..........  1

ITEM 10.      EXECUTIVE COMPENSATION......................................  4

ITEM 11.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS..............  8

ITEM 12.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............  10

ITEM 13.      EXHIBITS...................................................  10

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.....................  11

SIGNATURES ..............................................................  16

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS................................F-1

<PAGE>

                                    PART III

Item 9. Directors and Executive Officers of the Registrant

      The following table sets forth certain information regarding our directors
and officers:

<TABLE>
<CAPTION>

Name                             Age        Position
----                             ---        --------
<S>                              <C>        <C>
Donald C. Hannah  ............   72         Chairman of the Board

Stuart A. Benson  ............   51         Chief Executive Officer, President, and Director

Gregg A. Linn     ............   42         Chief Financial Officer

David Allen       ............   62         Director

Michael Ashton    ............   57         Director

Carson E. Beadle  ............   70         Director

Michael Cardamone ..........     57         Director

D. Clay Coffeen   ............   38         Director
</TABLE>

      Donald C. Hannah has been our Chairman of the Board since January 2004 and
has been a member of our Board of Directors since June 2002. In 1957, he assumed
control of Hannah  Marine  Company and has since helped turn it into a worldwide
marine shipping organization and the largest tugboat and barge company operating
on the Great  Lakes.  In 1986,  Mr.  Hannah  founded  US  Auction,  Inc.,  which
subsequently  became  affiliated  with Merrill Lynch Realty in 1988.  Mr. Hannah
thereafter  served as President and Chief Executive Officer of the Merrill Lynch
Realty Auction  Division until November 1989. In 1989, The Prudential  Insurance
Company  of  America  acquired  Merrill  Lynch  Realty  along  with the  Auction
Division.  Mr. Hannah is Chairman and Chief Executive  Officer of US Properties,
which he formed in 1992 and which  presently  conducts real estate  auctions and
often assists in structuring financing of real estate projects. Mr. Hannah was a
finalist for Inc. Magazine's "Entrepreneur of the Year Award" in 1992.

      Stuart A. Benson has been our Chief  Executive  Officer since January 2004
and our President and Secretary  since March 2002. Mr. Benson also served as our
Vice Chairman of the Board of Directors from March 2002 through January 2004 and
our Executive Vice  President  from June 2001 until March 2002.  From March 1997
until June 2001, Mr. Benson served as Chairman of the Board and Chief  Executive
Officer of Custom Food Concepts,  Inc., a privately held company that operated a
chain of restaurants in southern  California.  He has also served in both public
and private  companies  as Chief  Executive  Officer and  Chairman of the Board,
including  such  companies as The Great Earth  Vitamin  Store chain and Nathan's
Famous  Inc.,  where he served as their  Chairman  of the  Executive  Committee,
Chairman of the Board, President, and Chief Executive Officer. He is a member of
UJA and ADL, sponsor of CBA (Caring for Babies with Aids),  past Chairman of the
5 Towns United Fund Red Feather Ball, and has  successfully  organized  numerous
functions for the Reno,  Nevada  chapter of the Make A Wish  Foundation.  In May
2002, Mr. Benson filed for personal bankruptcy, primarily as a result of federal
tax liens relating to certain real estate syndication  activities in the 1980's.
These liens relate to  approximately  $900 million of recaptured  phantom income
attributable to Mr. Benson and his affiliates, as the general partner of various
real estate syndication programs and partnerships,  as well as $900,000 of other
claims and judgments.  In 1995, other IRS liens, relating to similar real estate
syndication activities, were discharged by Mr. Benson in a prior personal filing
under  Chapter 7. The current  bankruptcy  filing is unrelated  to Mr.  Benson's
activities  with us, and we do not  believe  that this  filing  will  impact Mr.
Benson's  ability  to  perform  his duties as an  officer  and  director  in any
material fashion.

      Gregg A. Linn has been the Chief  Financial  Officer of our company  since
August 2004.  Mr. Linn served as the  President of Red Rock  Management,  LLC, a
private consulting firm located in Scottsdale, Arizona, from July 2001 to August
2004. Mr. Linn served as the Chief  Financial  Officer of DNA Model  Management,
LLC, a private fashion/entertainment company located in New York, from September
1994 to June 2001.  From  October  1993 to August  1994,  Mr. Linn served as the
Chief  Financial  Officer of Skyline  Multimedia  Entertainment,  Inc., a Nasdaq
Small-Cap  company that  operates the New York Skyride,  a simulator  attraction
located in the Empire State Building in New York City.

      David Allen has been a member of our Board of Directors since August 2003.
Mr. Allen has served as managing  director of Investment  Information  Services,
Ltd., a United  Kingdom  limited  company  providing  fundamental  and technical
research  to  several  private  banks in  London  and a group of high  net-worth
investors in the United Kingdom and the United  States,  since January 1990. Mr.
Allen has also served as president of Investment  Information  Services  Inc., a
registered   investment  advisor  in  Colorado  that  provides  fundamental  and
technical  research  to  hedge  funds  and  accredited  investors,  since  1999.
Additionally,  Mr. Allen has served as the  investment  consultant to US Tax and
Financial  Services,  Ltd., a firm of accountants  and lawyers in London,  since
1989.


                                       1
<PAGE>


      Michael  Ashton has been a member of our Board of Directors  since January
2004.  Mr.  Ashton's  career  of  over  31  years  has  been  dedicated  to  the
pharmaceutical  industry.  Mr.  Ashton  has  been  chief  executive  officer  of
SkyePharma  since  November  1998 and a member of its board of  directors  since
March 1997.  He is also a director of Transition  Therapeutics,  Inc., a Toronto
Stock Exchange-listed  biopharmaceutical company developing therapeutics for the
treatment of multiple sclerosis,  diabetes and restenosis, and Astralis Limited,
a public biotechnology company.

      Carson E. Beadle has been a member of our Board of Directors since October
2002.  Mr.  Beadle  has  been  the  President  of  Carson  E.  Beadle,  Inc.,  a
strategic-planning consulting firm in New York, since April 1998. From September
1959 until  April  1998,  Mr.  Beadle was  affiliated  with the Marsh & McLennan
Companies  where he served as a member of the board of  directors  of William M.
Mercer,  Inc.,  a  subsidiary  of Marsh & McLennan.  As a senior  partner in the
Mercer division, he was responsible for the consulting practices of New York and
Eastern Canada as well as other  corporate  functions,  with a focus on employee
benefits  for  large  employers  and  strategic   decision-making.   Mr.  Beadle
originated  the "flexible  benefits"  concept in Canada and the "total  benefits
strategic  decision-making"  concept in the United States.  Mr. Beadle has given
testimony  before  Senate  Finance,  House  Ways & Means  and  other  government
committees.  He is the author of over 100 articles  appearing in The Wall Street
Journal,  the New England Journal of Medicine,  Fortune, the New York Times, and
many management and health  publications in the United States and Canada.  He is
Chairman  and  Co-founder  of The  Health  Project,  the  White  House-supported
organization that presents the annual C. Everett Koop National Health awards. He
is  also  one of the  founding  directors  of the  Health  Enhancement  Research
Organization  of  Birmingham.  Mr.  Beadle  has  been a member  of the  Board of
Directors of Security  Mutual Life Insurance  Company of New York since 1995 and
National Security Life and Annuity Company since 2001.

      Michael  Cardamone has served as a member of our Board of Directors  since
September 2004. Mr.  Cardamone has served as a private  financial  advisor since
1974.  He has also served as a director of  Accommodations  Plus Inc., a company
that provides and arranges for hotel reservations, since June 1996. In 1978, Mr.
Cardamone founded M.J. Originals Dresses, a clothing producer, and served as its
Chief Financial Officer until May 1995.

      D. Clay  Coffeen  has served as a member of our Board of  Directors  since
September  2004. Mr.  Coffeen has served as a financial  consultant for RBC Dain
Rauscher  since June 1999.  From May 1997 to June 1999,  Mr. Coffeen served as a
financial  consultant  to  Morgan  Stanley.  Prior to this,  Mr.  Coffeen  was a
professional  golfer.  Mr.  Coffeen  is the  Arizona  Chairman  for New  Century
Project, which is a grass roots political organization.

Information Relating to Corporate Governance and the Board of Directors

      Our Board of Directors has determined,  after considering all the relevant
facts and circumstances,  that Messrs. Hannah, Allen, Ashton, Beadle, Cardamone,
and Coffeen are independent  directors,  as "independence" is defined by Nasdaq,
because  they have no  relationship  with us that  would  interfere  with  their
exercise of independent judgment. Mr. Benson is an employee director.

      Our bylaws  authorize  our Board of Directors to appoint among its members
one or more committees,  each consisting of one or more directors.  Our Board of
Directors has established four standing committees:  an Executive Committee,  an
Audit  Committee,  a  Compensation  Committee,  and a Nominations  and Corporate
Governance  Committee.   The  members  of  our  Audit  Committee,   Compensation
Committee,  and Nominations and Corporate  Governance Committee consist entirely
of independent directors.

      Our Board of Directors has adopted  charters for the Audit,  Compensation,
and Nominations and Corporate Governance Committees describing the authority and
responsibilities  delegated  to  each  committee  by the  board.  Our  Board  of
Directors has also adopted Corporate Governance  Guidelines,  a Code of Conduct,
and a Code of Ethics for the CEO and Senior Financial  Officers.  We post on our
website at  wwwvitalliving.com,  the  charters of our Audit,  Compensation,  and
Nominations  and  Corporate  Governance  Committees;  our  Corporate  Governance
Guidelines, Code of Conduct, and Code of Ethics for the CEO and Senior Financial
Officers,  and any  amendments  or  waivers  thereto;  and any  other  corporate
governance materials contemplated by SEC or Nasdaq regulations.  These documents
are also available in print to any stockholder requesting a copy in writing from
our  corporate  secretary  at our  executive  offices  set  forth in this  proxy
statement.


                                       2
<PAGE>


      We regularly schedule  executive  sessions at which independent  directors
meet without the presence or participation of management. The presiding director
of such executive  session  generally is chaired by the Chairman of the Board or
rotates among the Chairs of the Audit Committee, Compensation Committee, and the
Nominations and Corporate Governance Committee.

      Interested parties may communicate with our Board of Directors or specific
members of our Board of Directors,  including our independent  directors and the
members of our various board committees, by submitting a letter addressed to the
Board of Directors of Vital Living,  Inc. c/o any specified  individual director
or  directors  at the address  listed  herein.  Any such letters are sent to the
indicated directors.

      The Audit Committee

      The  purpose  of the Audit  Committee  is to  oversee  the  financial  and
reporting processes of our company and the audits of the financial statements of
our company and to provide  assistance to our Board of Directors with respect to
the oversight of the integrity of the financial  statements of our company,  our
company's   compliance  with  legal  and  regulatory  matters,  the  independent
auditor's qualifications and independence,  and the performance of our company's
independent auditor. The primary responsibilities of the Audit Committee are set
forth in its charter and include  various  matters with respect to the oversight
of our company's  accounting and financial  reporting  process and audits of the
financial  statements  of our company on behalf of our Board of  Directors.  The
Audit Committee also selects the independent auditor to conduct the annual audit
of the financial  statements of our company;  reviews the proposed scope of such
audit;  reviews  accounting  and  financial  controls  of our  company  with the
independent auditor and our financial accounting staff; and reviews and approves
transactions between us and our directors, officers, and their affiliates.

      The Audit Committee currently consists of Messrs.  Allen,  Cardamone,  and
Hannah,  each of whom is an  independent  director of our company  under  Nasdaq
rules as well as under rules  adopted by the SEC pursuant to the  Sarbanes-Oxley
Act of 2002.  The Board of  Directors  has  determined  that Mr.  Hannah  (whose
background is detailed above) qualifies as an "audit committee financial expert"
in  accordance  with  applicable  rules and  regulations  of the SEC. Mr. Hannah
serves as the Chairman of the Audit Committee.

      The Compensation Committee

      The  purpose  of  the  Compensation  Committee  includes  determining,  or
recommending to our Board of Directors for  determination,  the  compensation of
the Chief  Executive  Officer  and other  executive  officers of our company and
discharging  the   responsibilities  of  our  Board  of  Directors  relating  to
compensation  programs of our  company.  The  Compensation  Committee  currently
consists of Messrs.  Beadle,  Cardamone,  and Hannah, with Mr. Beadle serving as
Chairman.

      The Nominations and Corporate Governance Committee

      The purposes of the Nominations and Corporate Governance Committee include
the selection or  recommendation  to the Board of Directors of nominees to stand
for election as directors at each  election of  directors,  the oversight of the
selection and composition of committees of the Board of Directors, the oversight
of the evaluations of the Board of Directors and management, and the development
and  recommendation  to the Board of Directors of a set of corporate  governance
principles  applicable to our company.  The Nominations and Corporate Governance
Committee currently consists of Messrs. Allen,  Cardamone,  and Hannah, with Mr.
Hannah serving as Chairman.

      The Nominations and Corporate  Governance  Committee will consider persons
recommended by stockholders  for inclusion as nominees for election to our Board
of Directors if the names, biographical data, and qualifications of such persons
are  submitted  in writing in a timely  manner  addressed  and  delivered to our
company's  corporate secretary at the address listed herein. The Nominations and
Corporate  Governance  Committee identifies and evaluates nominees for our Board
of Directors, including nominees recommended by stockholders,  based on numerous
factors  it  considers  appropriate,  some of  which  may  include  strength  of
character,  mature judgment,  career specialization,  relevant technical skills,
diversity,  and the extent to which the nominee would fill a present need on our
Board of  Directors.  As discussed  above,  the members of the  Nominations  and
Corporate  Governance  Committee  are  independent,  as that term is  defined by
Nasdaq.


                                       3
<PAGE>


      The Board of Directors  held a total of seven  meetings  during the fiscal
year ended  December  31,  2004.  The Audit  Committee  met  separately  at four
meetings  during the fiscal  year ended  December  31,  2004.  The  Compensation
Committee  held a total of one meeting during the fiscal year ended December 31,
2004. The Nominations and Corporate Governance Committee did not meet during the
fiscal year ended December 31, 2004. Each of our directors attended at least 75%
of the  aggregate  of (1) the total number of meetings of our Board of Directors
held  during  fiscal  2004,  and (2) the total  number of  meetings  held by all
committees  of our Board of Directors on which such person  served during fiscal
2004.

      The Executive Committee

      The Executive  Committee has all powers of the Board of Directors  between
meetings of the board,  subject to applicable  law. The members of the Executive
Committee are Messrs.  Hannah,  Beadle,  Cardamone  and Benson,  with Mr. Beadle
serving as Chairman.

      Director Compensation

      We  grant  our   non-employee   directors   and   members  of  our  Audit,
Compensation,  Nominations and Corporate Governance  Committees a one-time grant
of shares of restricted  common stock, a portion of which vest  immediately upon
election  to  our  board  of  directors  with  the  balance   vesting  in  equal
installments  over the following two years  provided they remain  members of our
Board of Directors.  We also pay our  non-employee  directors $1,400 per day for
those days that they assist us in activities that are beyond their board-related
responsibilities.

      Compensation of Executive Officers

      The  following  table sets forth for the last three fiscal years the total
compensation  for services in all capacities as received by our Chief  Executive
Officer and other  executive  officers  whose  aggregate  compensation  exceeded
$100,000 for our 2004 fiscal year.


                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                       Long-Term
                                                                                      Compensation
                                                                                    -----------------
                                                                                         Awards
                                                                                    -----------------
                                               Annual Compensation(1)                  Securities           All Other
                                     -------------------------------------------       Underlying         Compensation
  Name and Principal Position         Year         Salary ($)       Bonus ($)        Options (#)(2)          ($)(3)
----------------------------------   -------       ------------    -------------    -----------------    ----------------
<S>                                   <C>          <C>             <C>            <C>                    <C>
Stuart A. Benson.................      2004         $180,469         $    --                  --         $    10,336
  Chief Executive Officer,             2003          156,153                           5,000,000(2)               --
  President, Secretary, Director       2002           51,667         120,000(1)        1,340,000(2)           37,000(4)

                                                                     150,000(3)
Mitch Feinglas...................      2004         $126,669         $    --                  --         $     2,500
  Former Chief Operating Officer       2003                -              --             100,000(5)          116,680(4)
                                       2002                -              --                  --                  --

Bradley D. Edson.................      2004         $100,555              --                  --         $     1,163
  Former Chairman and Chief            2003          215,211          50,000           1,300,000(6)               --
  Executive Officer                    2002          179,468              --                  --              26,500(7)

</TABLE>

--------------

(1)   Represents bonus paid to Mr. Benson for successful consummation of various
      acquisitions



                                       4
<PAGE>



(2)   In  connection  with the  execution of Mr.  Benson's  original  employment
      agreement, we granted Mr. Benson a warrant to purchase 1,340,000 shares of
      common stock at an exercise  price of $1.50 per share.  In April 2003,  we
      amended the warrant to lower the exercise  price to $0.01 per share and to
      extend  the  expiration  date to March  31,  2008.  In August  2003,  as a
      condition  to the  consummation  of our ENI  Acquisition,  the warrant was
      again  amended  to  increase  the total  number of shares of common  stock
      purchasable  under the  warrant  to  6,340,000  shares,  or an  additional
      5,000,000  warrants,  30,000 of which were  exercised in 2003.  Cumulative
      compensation  expense of $1,526,461 related to repricing and amendments of
      the warrants was recorded in 2003.  Compensation expense of $6,800,000 was
      recorded in August 2003 as a result of the new warrants.

(3)   Represents  signing  bonuses  paid to Mr.  Benson  executed as part of his
      original employment agreement.

(4)   Represents payments for consulting services provided to us.

(5)   In  connection   with  a  consulting   agreement  and  services   provided
      thereunder,  an entity  related  to Mr.  Feinglas  received  on his behalf
      100,000 shares restricted common stock valued at $134,000.

(6)   In  connection  with the ENI  Acquisition,  Mr. Edson  received  1,300,000
      shares of common stock valued at $1,781,000.

(7)   This  amount  represents  amounts  that were paid by us for the benefit of
      entities controlled by Mr. Edson.

(8)   Represents accrued salary that was subsequently paid in 2002.

(9)   In connection with the execution of Mr. Edson's employment  agreement,  we
      granted Mr. Edson a warrant to purchase  1,000,000  shares of common stock
      at an  exercise  price of $0.35  per  share.  These  warrants  expired  on
      September 30, 2004.


Option Grants

      We did not grant any stock  options to any director or  executive  officer
during 2004.

Option Exercises and Option Holdings

      The following  table  describes,  for the named  executive  officers,  the
number of shares  acquired and the value realized upon exercise of stock options
during fiscal 2004 and the exercisable and unexercisable options held by them as
of December 31, 2004.

                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                 Number of Securities                Value of Unexercised
                                                                Underlying Unexercised             In-The-Money Options at
                               Shares           Value        Options at April 27, 2005 (#)          April 27, 2005 ($) (1)
                            Acquired on       Realized       ------------------------------    ---------------------------------
                            Exercise (#)         ($)         Exercisable     Unexercisable     Exercisable       Unexercisable
                            -------------    ------------    ------------    --------------    -------------     ---------------
<S>                         <C>              <C>             <C>             <C>               <C>               <C>
Stuart A. Benson..........        0          $         0       4,950,000               0       $  396,000        $          0

Bradley D. Edson..........    765,100        $   749,798               0               0       $        0        $          0
</TABLE>

---------------

(1)   Calculated based upon the April 27, 2005, OTCBB closing price of $0.09 per
      share,  multiplied  by the  number  of  shares  held,  less the  aggregate
      exercise price for such shares.

Employment Agreements

      On February 15, 2005, we entered into an employment  agreement dated as of
January 1, 2005 with Stuart Benson providing for the employment of Mr. Benson as
the President and Chief Executive Officer of our company.  On February 15, 2005,
we entered into an employment  agreement  dated as of January 1, 2005 with Gregg
A. Linn providing for the employment of Mr. Linn as the Chief Financial  Officer
of our company.  The  employment  agreements  have initial  terms of three years
each, and both are subject to automatic renewal for successive one-year periods.

      Mr. Benson's  employment  agreement  provides for Mr. Benson to receive an
annual base salary of $220,000  from January 1, 2005 through  December 31, 2005;
$250,000 from January 1, 2005 through December 31, 2006; and $280,000 commencing
on January 1, 2007.  Mr. Linn's  employment  agreement  provides for Mr. Linn to
receive an annual base salary of $160,000 from January 1, 2005 through  December
31, 2005;  $180,000 from January 1, 2006 through December 31, 2006; and $200,000
commencing on January 1, 2007.  Both executives will also be eligible to receive
annual bonuses pursuant to the employment agreements in amounts to be determined
by the Board of Directors of our company.


                                       5
<PAGE>


      As part of their compensation  packages,  we granted to Mr. Benson and Mr.
Linn options to purchase 3,000,000 shares and 2,000,000 shares, respectively, of
common stock at an exercise  price equal to the closing price of common stock on
the date of execution of the  agreements.  The options vest one third on each of
the first three annual anniversaries following the date of grant.

      Under the employment  agreements,  we will provide Mr. Benson and Mr. Linn
with  (1) car  allowances  of  $1,200  and $500 per  month,  respectively;  (ii)
reimbursement for travel and entertainment  expenses incurred in connection with
the business of our  company;  and (iii) the right to  participate  in any group
insurance,  hospital, medical, dental, accident, disability pension, retirement,
vacation,  expense reimbursement,  and other plans, programs, or benefits as may
from time to time be  provided  to other  executive  employees  of our  company.
Pursuant to the  employment  agreements,  we will  reimburse  the  executive for
premium on disability  policies providing for coverage at a rate equal to 50% of
his base salary in effect from time to time under the employment agreement.

      In addition,  during the term of his  employment,  we will pay premium for
two life  insurance  policies of the life of Mr.  Benson,  one of which policies
will have a face amount of $1,000,000 and will name our company as  beneficiary,
and one will have a face  amount of  $500,000  and will  name as  beneficiary  a
person  or  entity  designated  by  Mr.  Benson.  Under  Mr.  Linn's  employment
agreement,  we will pay premiums for a life insurance  policy on the life of Mr.
Linn,  which  policy  will  have a face  amount  of  $400,000  and will  name as
beneficiary a person or entity designated by Mr. Linn. The employment agreements
contain  provisions  that  prohibit the  executives  from  competing  with us or
soliciting  our personnel or employees  for a period of 18 months  following the
termination of their employment with us.

      The employment agreements each provide that either we or the executive may
terminate the agreement at any time. If the executive's employment is terminated
unilaterally  by us without  cause or by us for good  reason (as  defined in the
agreement),  the executive will receive his base salary for the remainder of the
term of the employment  agreement.  If the executive is terminated for reason of
death or  disability,  he or his estate,  as the case may be,  will  receive his
fixed salary for 90 days after such termination.  If the executive's  employment
is terminated by him  voluntarily or by us for cause as a result of certain acts
committed by the executive (as set forth in the  agreement),  he will receive no
further compensation under the employment agreement.

      In the event of a change of control of our company,  the executive may, at
his option and upon notice to us,  terminate  his  employment.  If the executive
terminates his  employment due to a change of control,  he will receive his base
salary for the longer of the remainder of the employment  term or a period of 18
months after such termination,  as well as any unpaid fringe benefits,  and such
bonus as may have been earned prior to the change in control, all within 10 days
after the termination.

Voting Agreements

      In connection with our November 2002  acquisition of MAF  BioNutritionals,
LLC, we entered into a stockholders'  agreement with Stuart A. Benson, Donald C.
Hannah, Bradley D. Edson, Martin Gerst, William Coppel, Phil Maffetone,  Kenneth
Martin,  Leslie C. Quick, III, and Thomas C. Quick (the "MAF Voting Agreement").
Pursuant to the MAF Voting Agreement:

      o     for so long as Messrs. Edson, Benson, Hannah, and Gerst beneficially
            own an  aggregate of at least 65% of the shares of common stock held
            by them on the  date of the  agreement,  they  will be  entitled  to
            nominate and have elected four directors; and

      o     for  so  long  as  Messrs.  Coppel,  Maffetone,   Quick,  and  Quick
            beneficially  own an  aggregate  of at least  65% of the  shares  of
            common stock held by them on the date of the agreement, they will be
            entitled to nominate and have elected three directors.

      Each of the  parties  to the MAF Voting  Agreement  has agreed to vote the
shares of common stock beneficially owned by him on the date of the agreement in
favor of the other group's nominees. Each of the parties has further agreed that
he will not take any action, or cause us to take any action, to remove,  with or
without  cause,  a director  nominated  by any of the parties.  Because  Messrs.
Coppel,  Maffetone,  Quick, and Quick do not still beneficially own the required
65%, they no longer have the right to nominate and have elected any directors.


                                       6
<PAGE>


      In connection with our August 2003 acquisition of E-Nutriceuticals,  Inc.,
we entered into a stockholders'  agreement,  as amended,  with Stuart A. Benson,
Donald C. Hannah, SkyePharma PLC, Stephen Morris, and Fifth Avenue Capital, Inc.
(the "ENI Voting Agreement"). Pursuant to the ENI Voting Agreement:

      o     for so  long  as  Messrs.  Benson  and  Hannah  beneficially  own an
            aggregate  of at least 65% of the  shares of common  stock  owned by
            them on the date of the agreement, they will be entitled to nominate
            three directors;

      o     for so long as Stephen Morris and Fifth Avenue Capital  beneficially
            own an aggregate of at least 65% of the shares of common stock owned
            by them on the  date of the  agreement,  they  will be  entitled  to
            nominate one director; and

      o     for so long as SkyePharma beneficially owns an aggregate of at least
            65% of the  shares  of common  stock  owned by it on the date of the
            agreement, it will be entitled to nominate one director.

      Each of the  parties  to the ENI Voting  Agreement  has agreed to vote the
shares of common stock beneficially owned by him on the date of the agreement in
favor of the other  group's  nominees.  Each of the parties have further  agreed
that he will take any action, or cause us to take any action, to remove, with or
without cause, a director nominated by any of the parties.

Indemnification Under our Certificate of Incorporation and Bylaws

      Our  certificate  of  incorporation  provides  that  no  director  will be
personally  liable to our company or its  stockholders  for monetary damages for
breach of a fiduciary duty as a director, except to the extent such exemption or
limitation of liability is not permitted  under the Nevada  General  Corporation
Law. The effect of this  provision in the  certificate  of  incorporation  is to
eliminate  the rights of our company and its  stockholders,  either  directly or
through  stockholders'  derivative  suits  brought on behalf of our company,  to
recover  monetary  damages from a director for breach of the  fiduciary  duty of
care as a  director  except in those  instances  described  under  the  Delaware
General  Corporation Law. In addition,  we have adopted provisions in our bylaws
and entered into  indemnification  agreements  that require us to indemnify  our
directors,  officers,  and certain other  representatives of our company against
expenses and certain other liabilities arising out of their conduct on behalf of
our company to the maximum extent and under all circumstances  permitted by law.
Indemnification may not apply in certain  circumstances to actions arising under
the federal securities laws.

Equity Compensation Plan Information

      The  following  table sets forth  information  with  respect to our common
stock that may be issued upon the exercise of stock  options under our incentive
stock option plans as of April 27, 2005.

<TABLE>
<CAPTION>
                                                                                           (c) Number of Securities
                                         (a) Number of                                      Remaining Available for
                                       Securities to be             (b) Weighted-            Future Issuance Under
                                     Issued Upon Exercise         Average Exercise            Equity Compensation
                                        of Outstanding          Price of Outstanding           Plans (Excluding
                                      Options, Warrants,         Options, Warrants,         Securities Reflected in
         Plan Category                    and Rights                 and Rights                   Column(a))
--------------------------------    ------------------------    ----------------------    ----------------------------
<S>                                 <C>                         <C>                       <C>
Equity Compensation
   Plans Approved by
   Stockholders............                 3,162,500                   $0.18                                  0

Equity Compensation
   Plans Not Approved
   By Stockholders.........                 2,338,890                   $0.08                        12,661,110

Total......................                 5,501,390                   $0.14                        12,661,110
                                            =========                   =====                        ==========
</TABLE>


                                       7
<PAGE>


Compensation Committee Interlocks and Insider Participation

      Our Compensation  Committee  consists of Messrs.  Beadle,  Cardamone,  and
Hannah. No interlocking  relationship  exists between any member of our Board of
Directors or our Compensation Committee and any member of the Board of Directors
or Compensation Committee of any other company.

Item 11.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

      The  following  table  sets  forth  certain   information   regarding  the
beneficial ownership of our common stock on April 27, 2005 by (1) each director;
(2) the named executive  officers as set forth under  "Executive  Compensation";
(3) all  directors  and  executive  officers as a group;  and (4) each person or
entity  known by us to  beneficially  own or to exercise  voting or  dispositive
control over more than 5% of our common stock.

<TABLE>
<CAPTION>
                                                                                    Shares Beneficially Owned
                                                                                  --------------------------------
Name of Beneficial Owner(1)                                                       Number(2)             Percent(3)
---------------------------                                                       ---------             ----------
<S>                                                                            <C>                      <C>
Directors and Executive Officers:
Donald C. Hannah..........................................................           605,000 (4)               *
Stuart A. Benson..........................................................         7,980,000 (5)             5.10%
David Allen(6)............................................................            25,000 (7)               *
Michael Ashton(8).........................................................                 0                   *
Carson E. Beadle..........................................................           110,000 (9)               *
Michael Cardamone.........................................................           165,000 (10)              *
D. Clay Coffeen(11).......................................................            75,000 (12)              *
Gregg A. Linn.............................................................         2,000,000 (13)            1.28%

All directors and executive officers as a group (eight persons)...........        10,960,000 (14)            7.00%

Non-officer, Non-director 5% Shareholders:
Fifth Avenue Capital, Inc.(15)............................................         8,314,394 (16)            5.31%
Stephen Morris(17)........................................................         8,314,394 (18)            5.31%
Periscope Partners, L.P.(19)..............................................        11,581,366 (20)            7.40%
SkyePharma PLC(21)........................................................        20,803,983 (22)           13.29%
MAF Voting Group (23).....................................................        12,544,582 (24)
ENI Voting Group(25)                                                              37,708,377 (26)

</TABLE>

---------------

*Less than 1%.

(1)   Unless  otherwise  noted,  the  address  of each  person  is care of Vital
      Living, Inc., 5080 North 40th Street, Suite 105, Phoenix, Arizona 85018.

(2)   Includes,  when applicable,  shares owned of record by such person's minor
      children and spouse and by other  related  individuals  and entities  over
      whose shares of common stock such person has custody,  voting control,  or
      power of  disposition.  Also  includes  shares  of common  stock  that the
      identified  person had the right to acquire  within 60 days of May 1, 2005
      by the exercise of vested stock options.

(3)   The  percentages  shown include the shares of common stock that the person
      will  have the right to  acquire  within  60 days of April  27,  2005.  In
      calculating the percentage of ownership,  all shares of common stock which
      the  identified  person  will have the right to acquire  within 60 days of
      April 27, 2005 upon the exercise of vested stock  options are deemed to be
      outstanding  for the  purpose of  computing  the  percentage  of shares of
      common  stock owned by such person,  but are not deemed to be  outstanding
      for the purpose of  computing  the  percentage  of shares of common  stock
      owned by any other person.

(4)   Includes 605,000 shares of common stock, a portion of which are subject to
      vesting.  Does not include (i) 5,788 shares of common stock  issuable upon
      exercise  of  warrants  that are not  currently  exercisable  and will not
      become exercisable within the next 60 days and (ii) shares of Common Stock
      held by the other members of the "MAF Voting Group" and "ENI Voting Group"
      described below in footnotes 27 and 29.


                                       8
<PAGE>


(5)   Includes  4,950,000  shares of common  stock  issuable  upon  exercise  of
      immediately   exercisable   warrants  and  unvested  options  to  purchase
      3,000,000 shares, which a portion may be subject to stockholder  approval,
      held by Mr. Benson.  In October 2004, Mr. Benson  transferred  warrants to
      purchase  1,360,000  shares of common  stock to a trust for the benefit of
      his former wife pursuant to a domestic  relations order.  Does not include
      shares of common stock held by the other members of the "MAF Voting Group"
      and "ENI Voting Group" described below in footnotes 26 and 28.

(6)   Mr. Allen's  business address is care of Investment  Information  Services
      Inc., 350 Montgomery Drive, Erie, Colorado 80516.

(7)   Includes shares of common stock subject to vesting.

(8)   Mr. Ashton's  business  address is care of SkyePharma PLC, 105 Piccadilly,
      London, England W1J 7NJ.

(9)   Includes shares of common stock subject to vesting.

(10)  Represents  shares of restricted  stock  received upon becoming a director
      and member of certain of the  committees of our board of directors,  which
      are subject to vesting.

(11)  Mr.  Coffeen's  business  address is 2398 East  Camelback  Road,  Phoenix,
      Arizona 85016.

(12)  Represents  shares of restricted  stock received upon becoming a director,
      which are still subject to vesting.

(13)  Includes unvested options to purchase  2,000,000  shares,  which a portion
      may be subject to stockholder approval.

(14)  Includes and excludes the securities  referred to in footnotes 4, 5, 7, 9,
      10, 12,and 13 above.

(15)  The business address of Fifth Avenue Capital is Suite  1601-1603,  Kinwick
      Centre, 32 Hollywood Rd., Central Hong Kong.

(16)  Stephen  Morris,  the president and sole director of Fifth Avenue Capital,
      exercises voting and dispositive power over these shares. Does not include
      shares of common stock held by the other members of the "ENI Voting Group"
      described below in footnote 28. The foregoing information was derived from
      an Amendment to Schedule 13D filed with the SEC on September 3, 2003.

(17)  Mr.  Morris's  principal  address is 8 the Meadows,  Camps Bay, Cape Town,
      South Africa.

(18)  Represents  8,314,394 shares of common stock held by Fifth Avenue Capital,
      Inc., of which Mr. Morris is the president and sole  director,  and 30,000
      shares of common stock  issuable  upon  exercise of presently  exercisable
      options held by Mr.  Morris.  The shares held by Fifth Avenue  Capital are
      currently held in escrow and may be reduced based on certain  post-closing
      adjustments from our acquisition of  E-Nutriceuticals in August 2003. Does
      not include  shares of common stock held by the other  members of the "ENI
      Voting Group" described below in footnote 28.

(19)  The business  address of Periscope  Partners is 1600 Flatrock  Road,  Penn
      Valley, Pennsylvania 19072

(20)  Leon Frenkel, the general partner of Periscope Partners,  exercises voting
      and dispositive  power over these shares.  Represents (i) 4,228,113 shares
      of  common  stock  issuable  upon  exercise  of  immediately   exercisable
      warrants,  (ii) 4,222,221  shares of common stock issuable upon conversion
      of senior secured  convertible notes and 3,131,032 shares of common stock.
      Does not include shares of common stock that may be issued if we determine
      to pay a portion of the interest  owed on the senior  secured  convertible
      notes in shares of our common stock.

(21)  The business address of SkyePharma is 105 Piccadilly,  London, England W1J
      7NJ.


                                       9
<PAGE>



(22)  Represents (i) 14,584,684 shares of common stock, (ii) 1,000,000 shares of
      common stock  currently  issuable upon  conversion of 1,000,000  shares of
      Series D Preferred Stock, (iii) 4,166,667 shares of common stock currently
      issuable upon  conversion  of senior  secured  convertible  notes and (iv)
      1,052,632  shares of common  stock  currently  issuable  upon  exercise of
      warrants  issued in  connection  with the issuance of the notes.  Does not
      include shares of common stock that may be issued if we determine to pay a
      portion of the interest owed on the senior  secured  convertible  notes in
      shares of our  common  stock and (ii)  shares of common  stock held by the
      other  members of the "ENI Voting Group"  described  below in footnote 28.
      The foregoing  information was derived from an Amendment to Schedule 13D/A
      filed with the SEC on December 19, 2003.

(23)  The MAF Voting Group consists of Bradley D. Edson,  Stuart Benson,  Martin
      Gerst, Donald C. Hannah,  William Coppel,  Kenneth Martin, Phil Maffetone,
      Leslie Quick,  Thomas Quick, and Vital Living, each of whom is a party to,
      and has agreed to vote their  shares in  accordance  with,  the MAF Voting
      Agreement described below. Each of the members of this group shares voting
      power  with  respect  to the  shares of common  stock  held by each of the
      members.  The number of shares set forth in the table  includes the shares
      held by each member.

(24)  Includes  7,950,000  shares of Common  Stock  issuable  upon  exercise  of
      presently exercisable options or warrants.

(25)  The ENI Voting Group consists of Skye, Fifth Avenue Capital, Inc., Stephen
      Morris, Stuart Benson, and Don Hannah, each of whom is a party to, and has
      agreed to vote their shares in accordance  with, the ENI Voting  Agreement
      described  below.  Each of the members of this group  shares  voting power
      with  respect to the shares of Common  Stock held by each of the  members.
      The number of shares set forth in the table  includes  the shares  held by
      each member.

(26)  Includes  1,000,000  shares of common  stock  issuable  upon  exercise  or
      conversion of presently  exercisable  or  convertible  options,  warrants,
      Series D Preferred Stock, or senior secured convertible notes.

Item 12. Certain Relationships and Related Transactions

      None.

Item 13. Exhibits

         Exhibit
          Number                Exhibit
          ------                -------

            31.1        Certification   of  Chief   Executive   Officer  of  the
                        Registrant pursuant to Rule 13a-4(a) and Rule 15d-14(a),
                        promulgated  under the Securities  Exchange Act of 1934,
                        as amended.

            31.2        Certification  of the  Chief  Financial  Officer  of the
                        Registrant   pursuant   to  Rule   13a-14(a)   and  Rule
                        15d-14(a), promulgated under the Securities Exchange Act
                        of 1934, as amended.

            32.1        Certification  of the  Chief  Executive  Officer  of the
                        Registrant  pursuant  to  18  U.S.C.  Section  1350,  as
                        adopted  pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002.

            32.2        Certification  of the  Chief  Financial  Officer  of the
                        Registrant  pursuant  to  18  U.S.C.  Section  1350,  as
                        adopted  pursuant to Section  906 of the  Sarbanes-Oxley
                        Act of 2002.



                                       10
<PAGE>


Item 14. Principal Accountants Fees and Services

      The  aggregate  fees  billed by our company to an  independent  registered
public  accounting  firm,  for the fiscal  years  ended  December  31,  2004 and
December 31, 2003, are as follows:


                                              2004            2003
                                            --------        --------

           Audit fees ..............        $ 65,000        $131,918
           Audit-related fees ......        $ 12,500        $     --
           Tax fees ................        $     --        $  6,445
           All other fees ..........        $ 63,607        $113,609


      The  charter  of  our  Audit  Committee   provides  that  the  duties  and
responsibilities  of our Audit Committee  include the pre-approval of all audit,
audit-related,  tax,  and other  services  permitted  by law or  applicable  SEC
regulations  (including fee and cost ranges) to be performed by our  independent
auditor.  Any  pre-approved  services that will involve fees or costs  exceeding
pre-approved  levels  will  also  require  specific  pre-approval  by the  Audit
Committee.  Unless otherwise specified by the Audit Committee in pre-approving a
service,  the  pre-approval  will be effective for the 12-month period following
pre-approval.  The Audit  Committee  will not  approve  any  non-audit  services
prohibited by applicable SEC  regulations  or any services in connection  with a
transaction  initially  recommended by the independent  auditor,  the purpose of
which may be tax  avoidance  and the tax treatment of which may not be supported
by the Internal Revenue Code and related regulations.

      To the  extent  deemed  appropriate,  the  Audit  Committee  may  delegate
pre-approval authority to the Chairman of the Audit Committee or any one or more
other  members  of the Audit  Committee  provided  that any  member of the Audit
Committee  who  has  exercised  any  such   delegation   must  report  any  such
pre-approval  decision to the Audit Committee at its next scheduled meeting. The
Audit Committee will not delegate to management the  pre-approval of services to
be performed by the independent auditor.

      Our Audit Committee requires that our independent  auditor, in conjunction
with our Chief Financial  Officer,  be responsible for seeking  pre-approval for
providing  services to us and that any request for pre-approval  must inform the
Audit  Committee about each service to be provided and must provide detail as to
the particular service to be provided.



                                       11
<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                      VITAL LIVING, INC.


                                      By: /s/ Stuart A. Benson
                                          ------------------------------------
                                          Stuart A. Benson
                                          President and Chief Executive Officer


April 28, 2005



                                       12