**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**


**______________________**




**FORM
      10-KSB/A**


(Amendment
      No. 2)




**S**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the Fiscal Year Ended December 31, 2007**




Commission
      File Number 000-33211


______________




**VITAL
      LIVING, INC.**


*(Exact
      Name of Small Business Issuer in Its Charter)*




**Nevada**
            **88-0485596***(State
                or Other Jurisdiction of Incorporation or
                Organization)*
            *(I.R.S.
                Employer Identification No.)*




**1289
      Clint Moore Road**


**Boca
      Raton, FL 33487**


**(561)
      300-9022**


*(Address,
      including zip code, and telephone number, including area code, of principal
      executive offices)*




**Securities
      registered under Section 12(b) of the Exchange Act:**




**Title
                of Each Class**
            **Name
                of Each Exchange on Which Registered**None
            Not
                Applicable




**Securities
      registered under Section 12(g) of the Exchange Act:**


Common
      Stock, $0.001 par value


*(Title
      of Class)*




Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. £




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. Yes S 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 registrant'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. £




Indicate
      by check mark whether the registrant is a shell company (as defined by Rule
      12b-2 of the Exchange Act). Yes £ No S




State
      issuer's revenue for the most recent fiscal year: $2,224,000.




As
      of
      March 30, 2008, the aggregate market value of the voting and non-voting common
      stock held by non-affiliates of the issuer (based on the closing sales price
      as
      reported by the OTC Bulletin Board) was $165,000 assuming all officers and
      directors are deemed affiliates for this purpose).




As
      of
      March 30, 2008, the issuer had 164,559,000 shares of its common stock, $0.001
      par value, outstanding.




**Documents
      Incorporated by Reference.** None.

















**VITAL
      LIVING, INC.**


**ANNUAL
      REPORT ON FORM 10-KSB/A**


AMENDMENT
      NO. 2


**FOR
      THE YEAR ENDED DECEMBER 31, 2007**




**TABLE
      OF CONTENTS**


**PART
                  II.**ITEM
                  8A(T).
              CONTROLS
                  AND PROCEDURES
  **PART
                  III.**ITEM
                  13.
              EXHIBITSSIGNATURES




**EXPLANATORY
        NOTE**
 
 Vital
        Living, Inc., a Nevada corporation, is filing this Amendment No. 2 on Form
        10-KSB/A to amend our Annual Report on Form 10-KSB for the fiscal year ended
        December 31, 2007, as filed with the Securities and Exchange Commission on
        April 15, 2008, as amended by Amendment No. 1 on Form 10-KSB/A, as filed
        with
        the Commission on June 10, 2008. The purpose of this Amendment No. 2 is to
        revise our discussion of the effectiveness of our disclosure controls and
        procedures as of December 31, 2007, and to include our management’s annual
        report on internal control over financial reporting included in Part II,
        Item
        8A(T).
 
 As
        required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended,
        the complete text of Part II, Item 8A(T) has set forth in this
        Amendment No. 2, including those portions of Item 8A which have not
        been modified from the original 10-KSB, as amended by Amendment No. 1. As
        a
        result of these modifications, the certifications pursuant to the Sarbanes-Oxley
        Act of 2002, filed as exhibits 31.1 and 32.1 have been re-executed and re-filed
        as of the date of this Amendment No. 2.
 
 Except
        with respect to our discussion of our disclosure controls and procedures
        and
        annual report on the effectiveness of our internal control over financial
        reporting as set forth in Part II, Item 8A(T) and the required
        revision to Exhibit 31.1, we have not modified or updated any of our prior
        disclosure from the original 10-KSB or exhibits thereto, as amended by Amendment
        No. 1., and this Amendment No. 2 does not reflect the occurrence of any
        events following the date of Amendment No. 1. Accordingly, this Amendment
        No. 2 should be read in conjunction with our filings made with the
        Securities and Exchange Commission subsequent to the filing of the original
        10-KSB and Amendment No. 1.











PART
      II.


**Item
      8A(T).**  **Controls
      and Procedures**




**Disclosure
      Controls and Procedures**




We
      have
      evaluated, with the participation of our Chief Executive Officer, who is also
      our Acting Chief Financial Officer, the effectiveness of our disclosure controls
      and procedures as of December 31, 2007,
      pursuant to Rule 13a-15(b) of the Exchange Act. The term “disclosure controls
      and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange
      Act, means controls and other procedures of a company that are designed to
      ensure that information required to be disclosed by the issuer in the reports
      that it files or submits under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the Commission’s
      rules and forms. Disclosure controls and procedures, include, without
      limitation, controls and procedures designed to ensure that information required
      to be disclosed by a company in the reports that it files or submits under
      the
      Exchange Act is accumulated and communicated to the company’s management,
      including its principal executive and principal financial officers, as
      appropriate, to allow timely decisions regarding required disclosure. 
 Based
        upon that evaluation, our Chief Executive Officer and Acting Chief Financial
        Officer concluded that, as of the end of the period covered by this Annual
        Report, our disclosure controls and procedures were not effective at a
        reasonable assurance level. In reaching this conclusion, the Chief Executive
        Officer and Acting Chief Financial Officer noted that we failed to include
        in
        our Annual Report a report by management on the Company’s internal control over
        financial reporting and that the certification contained in Exhibit 31.1
        of the
        Annual Report did not include the required certification relating to the
        Company’s internal controls over financial reporting as required by applicable
        SEC regulations. We are currently reviewing our disclosure controls and
        procedures to correct the deficiency that led to this omission and expect
        to
        implement changes in the near term.


***Management’s
        Annual Report on Internal Control Over Financial Reporting***
 
 Our
        management is responsible for establishing and maintaining adequate internal
        control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
        under the Exchange Act. Our internal control over financial reporting is
        designed to provide reasonable assurance regarding the reliability of financial
        reporting and the preparation of financial statements for external purposes
        in
        accordance with generally accepted accounting principles. Our internal control
        over financial reporting includes those policies and procedures that are
        intended to:
 
 (1)
              pertain
                  to the maintenance of records that, in reasonable detail, accurately
                  and
                  fairly reflect the transactions and dispositions of our
                  assets;
 
 (2)
              provide
                  reasonable assurance that transactions are recorded as necessary
                  to permit
                  reparation of financial statements in accordance with generally
                  accepted
                  accounting principles, and that our receipts and expenditures are
                  being
                  made only in accordance with authorizations of our management and
                  directors; and
 
 (3)
              provide
                  reasonable assurance regarding prevention or timely detection of
                  unauthorized acquisition, use, or disposition of our assets that
                  could
                  have a material effect on our financial
                  statements.
 
 Because
        of its inherent limitations, internal control over financial reporting may
        not
        prevent or detect misstatements. Also, projections of any evaluation of
        effectiveness to future periods are subject to the risk that controls may
        become
        inadequate because of changes in conditions, or that the degree of compliance
        with the policies or procedures may deteriorate.
  In
        connection with the preparation of this Annual Report on Form 10-KSB for
        the
        year ended December 31, 2007, management, with the participation of our Chief
        Executive Officer and Acting Chief Financial Officer, has evaluated the
        effectiveness of our internal controls over financial reporting, pursuant
        to
        Rule 13a-15 under the Exchange Act. Our Chief Executive Officer and Acting
        Chief
        Financial Officer have concluded that the design and operation of our internal
        controls and procedures are effective as of December 31, 2007. There
        were no significant changes in our internal controls over financial reporting
        that occurred during the fourth fiscal quarter that have materially affected,
        or
        are reasonably likely to materially affect, our internal controls over financial
        reporting.
  This
        annual report does not include an attestation report of our registered public
        accounting firm regarding internal control over financial reporting.
        Management's report was not subject to attestation by our registered public
        accounting firm pursuant to temporary rules of the Commission that permit
        us to
        provide only management's report in this annual report.


3










**PART
        III.**
 **Item
        13.**  **Exhibits.**




(b)  *Exhibits*




**Exhibit**
              **No.**
            **Description**31.1
            Certification
                of Chief Executive Officer and acting Chief Financial
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
                200232.1
            Certification
                of Chief Executive Officer and Acting Chief Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section 906 of the Sarbanes-Oxley Act of
                2002


_____________________________________
















4






**SIGNATURES**


Pursuant
          to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant
          caused this report to be signed on its behalf by the undersigned, thereunto
          duly
          authorized.
  VITAL
                  LIVING, INC./s/ STUART
                  A.
                  BENSONStuart A. Benson
                  *President and Chief Executive Officer,
                    Acting Chief
                    Financial Officer*
  Date:
          October 6, 2008
  In
          accordance with Section 13 or 15(d) of the Exchange Act, the registrant
          caused
          this report to be signed by the following persons on behalf of the registrant
          and in the capacities and on the dates indicated.
  **Signature**
                **Capacity**
                **Date**/s/
                    Stuart A. Benson
                President,
                    Chief Executive Officer, Acting Chief Financial Officer, and
                    Director(Principal
                    Executive Officer)
                October
                    6, 2008Stuart
                    A. Benson/s/
                    Michael Cardamone
                Director
                October
                    6, 2008Michael
                    Cardamone
 5