UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





FORM
10-Q





|X|     QUARTERLY
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
quarterly period ended September 30, 2009





OR





|_|    TRANSITION
REPORT UNDER SECTION 13 OR 15(d)


OF THE
SECURITIES EXCHANGE ACT OF 1934


For the
transition period from _______ to _______





Commission
File Number 000-84290





VIDA
LIFE INTERNATIONAL, LTD.




Corporate Logo





(Exact
name of registrant as specified in its charter)








Nevada
            20-5046886(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





7046
Kentfield Drive, Cameron Park, CA  95682


(Address
of Principal Executive Offices)





(415)
738-2136


(Registrant’s
telephone number, including area code)





(Former
name, former address and former fiscal year, if changed from last
report)





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   Yes
oNo o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer o                                                                           Accelerated
filer o


Non-accelerated filer o                                                                           Smaller
reporting company x





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





As of
November 10, 2009 there were 13,480,938 shares of the issuer’s common stock,
$0.001 par value, outstanding.










VIDA
LIFE INTERNATIONAL, LTD.







Table of Contents


PagePART
      I – FINANCIAL INFORMATIONItem
      1.
            Financial Statements
            1Item
      2.
            Management’s Discussion and Analysis of
      Financial Condition and Results of Operations
            11Item
      3.
            Quantitative and Qualitative Disclosures
      About Market Risk
            17Item
      4T.
            Controls and Procedures
            17PART
      II – OTHER INFORMATIONItem
      1.
            Legal Proceedings
            18Item
      1A.
            Risk Factors
            18Item
      2.
            Unregistered Sales of Equity Securities and Use
      of Proceeds
            18Item
      3.
            Defaults Upon Senior
      Securities
            18Item
      4.
            Submission of Matters to a Vote of Security
      Holders
            18Item
      5.
            Other Information
            18Item
      6.
            Exhibits
            18SIGNATURES
            18EXHIBIT INDEX
            18
















VIDA
LIFE INTERNATIONAL, LTD.







Part I
- FINANCIAL INFORMATION


Item 1 . Financial Statements.






UNAUDITED CONDENSED BALANCE SHEETS





ASSETS
              
              September
      30, 2009
                (Unaudited)
              
              
              December
      31, 2008
                (Audited)Current
      assets:Cash
      and cash equivalents
              
              $
              -
              
              
              $
              32,891Trade
      accounts receivable
              
              
              1,500
              
              
              
              -Inventory
              
              
              484
              
              
              
              2,047Prepaid
      expenses
              
              
              1,000
              
              
              
              -Total
      current assets
              
              
              2,984
              
              
              
              34,938Property
      and equipment, net
              
              
              5,942
              
              
              
              7,228Total
      assets
              
              $
              8,926
              
              
              $
              42,166




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







-1-





VIDA
LIFE INTERNATIONAL, LTD.







UNAUDITED CONDENSED
BALANCE SHEETS (continued)


LIABILITIES
      AND SHAREHOLDERS' DEFICIT
              
              September
      30, 2009
                (Unaudited)
              
              
              December
      31, 2008
                (Audited)Current
      liabilities:Current
      portion of note payable - shareholder, net
              
              $
              358,698
              
              
              $
              -Trade
      accounts payable
              
              
              56,787
              
              
              
              30,172Accrued
      expenses
              
              
              36,950
              
              
              
              12,101Shareholder/officer
      advances
              
              
              19,000
              
              
              
              -Accrued
      directors' fees
              
              
              18,500
              
              
              
              7,000Accrued
      officer's compensation
              
              
              402,467
              
              
              
              218,806Total
      current liabilities
              
              
              892,402
              
              
              
              268,079Note
      payable - shareholder, net
              
              
              -
              
              
              
              296,745Total  liabilities
              
              
              892,402
              
              
              
              564,824Shareholders'
      deficit:Common
      stock, $.001 par value; 50,000,000 shares authorized;13,480,938
      and 13,380,938 shares issued and outstandingat
      9/30/09 and 12/31/08, respectively
              
              
              13,480
              
              
              
              13,380Additional
      paid-in-capital
              
              
              745,566
              
              
              
              726,666Accumulated
      deficit
              
              
              (1,642,522
              )
              
              
              (1,262,704
              )Total
      shareholders' deficit
              
              
              (883,476
              )
              
              
              (522,658
              )Total
      liabilities and shareholders' deficit
              
              $
              8,926
              
              
              $
              42,166


Table of
Contents


The
accompanying notes are an integral part of these financial
statements.
 -2-





VIDA LIFE INTERNATIONAL, LTD.








UNAUDITED
CONDENSED STATEMENTS OF OPERATIONS


Three
      Months Ended
              
              
              Nine
      Months EndedSeptember
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008Net
      sales
              
              $
              5,753
              
              
              $
              3,575
              
              
              $
              12,931
              
              
              $
              121,370Cost
      of good sold
              
              
              4,613
              
              
              
              1,598
              
              
              
              7,587
              
              
              
              103,070Gross
      profit
              
              
              1,140
              
              
              
              1,977
              
              
              
              5,344
              
              
              
              18,300Operating
      expenses
              
              
              96,052
              
              
              
              94,384
              
              
              
              291,261
              
              
              
              330,487Operating
      loss
              
              
              (94,912
              )
              
              
              (92,407
              )
              
              
              (285,917
              )
              
              
              (312,187
              )Other
      income (expense):Interest
      income
              
              
              -
              
              
              
              673
              
              
              
              52
              
              
              
              3,419Gain
      on debt extinguishment
              
              
              -
              
              
              
              64,430
              
              
              
              -
              
              
              
              64,430Interest
      expense
              
              
              (30,651
              )
              
              
              (31,441
              )
              
              
              (93,953
              )
              
              
              (95,191
              )Total
      other income (expense)
              
              
              (30,651
              )
              
              
              33,662
              
              
              
              (93,901
              )
              
              
              (27,342
              )Net
      loss before income taxes
              
              
              (125,563
              )
              
              
              (58,745
              )
              
              
              (379,818
              )
              
              
              (339,529
              )Income
      tax provision
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (125,563
              )
              
              $
              (58,745
              )
              
              $
              (379,818
              )
              
              $
              (339,529
              )Basic
      and diluted loss per common share
              
              $
              (0.01
              )
              
              $
              (0.00
              )
              
              $
              (0.03
              )
              
              $
              (0.03
              )Basic
      and diluted weighted average common shares outstanding
              
              
              13,480,938
              
              
              
              13,280,898
              
              
              
              13,429,656
              
              
              
              12,416,248




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


Table of Contents


-3-







VIDA
LIFE INTERNATIONAL, LTD.








UNAUDITED
CONDENSED STATEMENTS OF CASH FLOWS


Nine
      Months Ended
                September
      30,2009
              
              
              2008Cash
      flows from operating activities:Net
      loss
              
              $
              (379,818
              )
              
              $
              (339,529
              )Adjustments
      to reconcile net loss to net cash flowsused
      in operating activities:Depreciation
      and amortization
              
              
              2,334
              
              
              
              3,693Amortization
      of debt discount
              
              
              61,953
              
              
              
              65,191Gain
      on extinguishment of debt
              
              
              -
              
              
              
              (64,430
              )Common
      stock issued for services
              
              
              7,000
              
              
              
              -Related
      party exchange of stock for interest
              
              
              12,000
              
              
              
              -Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (1,500
              )
              
              
              6,938Prepaid
      expenses
              
              
              (1,000
              )
              
              
              -Inventory
              
              
              1,563
              
              
              
              (153
              )Accounts
      payable
              
              
              26,615
              
              
              
              (1,032
              )Accrued
      expenses
              
              
              24,849
              
              
              
              (17,793
              )Accrued
      directors' fees
              
              
              11,500
              
              
              
              6,000Accrued
      officer's compensation
              
              
              183,661
              
              
              
              151,636Deferred
      revenue
              
              
              -
              
              
              
              (4,200
              )Net
      cash flows used in operating activities
              
              
              (50,843
              )
              
              
              (193,679
              )Cash
      flows from investing activities:Purchases
      of property and equipment
              
              
              (1,048
              )
              
              
              (1,075
              )Net
      cash flows used in investing activities
              
              
              (1,048
              )
              
              
              (1,075
              )Cash
      flows from financing activities:Net
      advances from shareholder/officer
              
              
              19,000
              
              
              
              -Net
      cash flows provided by financing activities
              
              
              19,000
              
              
              
              -Net
      change in cash
              
              
              (32,891
              )
              
              
              (194,754
              )Cash
      and cash equivalents, beginning of year
              
              
              32,891
              
              
              
              271,082Cash
      and cash equivalents, end of year
              
              $
              -
              
              
              $
              76,328Supplemental
      disclosure of cash flow information:Cash
      paid during the year for interest
              
              $
              -
              
              
              $
              40,000Non-cash
      financing activities:Fair
      value of detachable stock warrants
              
              $
              -
              
              
              $
              8,000Issuance
      of common stock for services previously accrued
              
              $
              -
              
              
              $
              356,488





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


Table
of Contents


-4-


VIDA
LIFE INTERNATIONAL, LTD.







Notes to
Financial Statements


September
30, 2009





1.           BASIS
OF PRESENTATION





The
accompanying unaudited condensed financial statements of Vida Life
International, Ltd. (the “Company”) have been prepared in accordance with
accounting principles generally accepted in the United States (GAAP) for interim
financial information and with the rules and regulations of the Securities and
Exchange Commission (SEC).  Operating results for the interim periods
presented are not necessarily indicative of the results that may be expected for
the fiscal year as a whole or any other interim period.  In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and changes in cash flows at September 30, 2009 and for all periods
presented have been made.





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





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





2.           LIQUIDITY/GOING
CONCERN





The
Company has incurred significant operating losses during its periods of
operation.  At September 30, 2009, the Company reports a negative
working capital position of $889,418, an accumulated deficit of $1,642,522 and a
shareholders’ deficit of $883,476.  It is management’s opinion that
these facts raise substantial doubt about the Company’s ability to continue as a
going concern without additional debt or equity financing or the ability of the
Company to increase revenues. The Company is actively seeking opportunities to
obtain additional financing.  Nevertheless, the Company is uncertain
such financing will be available on terms favorable or acceptable to the
Company, if at all. If adequate funds are not available on acceptable terms, we
may be unable to expand, develop or enhance our products or to respond to
competitive pressures, or we may be required to abandon our business or our
status as a public reporting company.





Table
of Contents


-5-


VIDA
LIFE INTERNATIONAL, LTD.







3.           CONCENTRATION
OF RISKS





Major
Customers





The
following is a schedule of significant sales to customers for the nine months
ended September 30, 2009 and 2008, and significant customer accounts receivable
balances as of September 30, 2009 and 2008:





2009
            
            2008Customer
            
            Percent
              of
      Sales
            
            Percent
              of
      A/R
            
            Percent
              of
      Sales
            
            Percent
              of
      A/RA
            
            31%
            
            100%
            
            -
            
            -B
            
            24%
            
            -
            
            -
            
            -C
            
            -
            
            -
            
            87%
            
            -





Geographic
Concentrations





Export
sales as a percentage of total sales were 73% and 96% for the nine months ended
September 30, 2009 and 2008, respectively.  Export sales are
attributed to the country where the product is shipped.  All export
sales are negotiated, invoiced and paid in US dollars.  Export sales
by country are as follows:





2009
            
            
            2008United
      States
            
            $
            3,520
            
            
            $
            4,687Mexico
            
            
            371
            
            
            
            -Japan
            
            
            4,040
            
            
            
            765Pakistan
            
            
            -
            
            
            
            7,178Australia
            
            
            759
            
            
            
            -Nigeria
            
            
            -
            
            
            
            105,000Czech
      Republic
            
            
            4,140
            
            
            
            2,540Other
            
            
            101
            
            
            
            1,200$
            12,931
            
            
            $
            121,370





4.           NOTE
PAYABLE - SHAREHOLDER





On March
19, 2007, the Company delivered a promissory note (the “Note”) in the principal
amount of $400,000 to one of its shareholders for a loan in said
amount.  The Note bears interest at 10% per annum, requiring quarterly
interest payments only, with the entire principal balance originally due March
19, 2009.  The Note is secured by 1,000,000 shares of restricted
common stock.  As further consideration for the Note, the Company
issued a detachable stock warrant to the shareholder, providing the shareholder
the right to purchase up to 200,000 shares of the Company’s common stock at
$1.00 per share at any time during the duration of the Note.  The
proceeds of the Note were allocated to the Note and stock warrant, based on
their relative fair values. Accordingly, $175,000 was originally allocated
to the stock warrant as a discount to the Note.





On August
4, 2008, the shareholder agreed to amend the Note to extend the maturity date to
March 19, 2010.  No consideration was provided to the shareholder
beyond the extension of the maturity date of the Note and the detachable
warrant.  The amendment of the Note was accounted for as an
extinguishment of debt. Accordingly, the Company recorded the amended
Note and detachable stock warrant at their fair values and recorded a gain from
the extinguishment of the original Note and detachable stock warrant of $64,430
during the fiscal quarter ended September 30, 2008.




The
amended Note and detachable stock warrant were recorded at their fair value at
$265,201 and $8,000, respectively.  The difference of $134,799 between
the fair value of the amended Note and its face value has been recorded as a
discount to the amended Note and will be amortized to the amended Note and
interest expense over the remaining term of the Note using the effective
interest rate method. The fair value of the detachable stock warrant was
estimated as of the date of the amended Note using the Black-Scholes pricing
model with the following assumptions:  (i) a risk-free interest rate
of 2.42%; (ii) market price of the underlying stock of $0.10 per share; (iii) an
expected term of 1.5 years; and (iv) a volatility rate of 180%.





Interest
expense related to the Note and the amortization of the debt discount was
$30,651 and $31,441 for the three months ended September 30, 2009 and 2008,
respectively.  Interest expense related to the Note and the
amortization of the debt discount was $93,953 and $95,191 for the nine months
ended September 30, 2009 and 2008, respectively.





The
following table summarizes the Note payable - shareholder balance:





Balance
      December 31, 2006
            
            $
            -Gross
      Proceeds
            
            
            400,000Less:
      Discount allocated to the warrants
            
            
            (175,000
            )Add:  Amortization
      of debt discount
            
            
            58,333Balance
      December 31, 2007
            
            
            283,333Add:  Amortization
      of debt discount
            
            
            54,298Less:  Extinguishment
      of debt
            
            
            (337,631
            )Add:  Fair
      value of amended Note
            
            
            265,201Add:  Amortization
      of amended Note discount
            
            
            31,544Balance
      December 31, 2008
            
            
            296,745Add:  Amortization
      of amended Note discount
            
            
            61,953Balance
      September 30, 2009 (face value of $400,000)
            
            $
            358,698





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





2009
            
            $
            -2010
            
            
            400,000$
            400,000




Table
of Contents





-6-





VIDA
LIFE INTERNATIONAL, LTD.







5.           SHAREHOLDERS
DEFICIT





Common
Stock:





On May
21, 2009, the Company issued 100,000 shares of common stock valued at the
trading market price of the Company’s common stock on the date of issuance
($0.07 per share or $7,000 in the aggregate) to an unrelated party for
professional services rendered.





Stock
Warrants Outstanding:





On March
19, 2007, the Company issued a detachable stock warrant for the purchase of up
to 200,000 shares of common stock, at the per-share price of $1.00, in
connection with a loan transaction (see Note 4).








6.           BASIC
AND DILUTED EARNINGS (LOSS) PER SHARE





The
Company computes earnings per share under two different methods, basic and
diluted, and presents per share data for all periods in which statements of
operations are presented. Basic earnings per share are computed by dividing net
income by the weighted average number of shares of common stock outstanding
during the applicable period. Diluted earnings per share are computed by
dividing net income by the weighted average number of common stock outstanding
during the period increased by potentially dilutive common
shares.  Potentially dilutive common shares include stock
warrants.  Dilution is determined using the treasury stock
method.





The
following table provides a reconciliation of the numerators and denominators
used in calculating basic and diluted earnings per share for the three and nine
months ended September 30, 2009 and 2008.





Three
      Months Ended
                September
      30,
              
              
              Nine
      Months Ended
                September
      30,2009
              
              
              2008
              
              
              2009
              
              
              2008Basic
      earnings (loss) per share calculation:Net
      loss to common shareholders
              
              $
              (125,563
              )
              
              $
              (58,745
              )
              
              $
              (379,818
              )
              
              $
              (339,529
              )Weighted
      average of common shares outstanding
              
              
              13,480,938
              
              
              
              13,280,938
              
              
              
              13,429,656
              
              
              
              12,416,428Basic
      net loss per share
              
              $
              (0.01
              )
              
              $
              (0.00
              )
              
              $
              (0.03
              )
              
              $
              (0.03
              )Diluted
      earnings (loss) per share calculation:Net
      loss to common shareholders
              
              $
              (125,563
              )
              
              $
              (58,745
              )
              
              $
              (379,818
              )
              
              $
              (339,529
              )Weighted
      average of common shares outstanding
              
              
              13,480,938
              
              
              
              13,280,938
              
              
              
              13,429,656
              
              
              
              12,416,428Warrants
      (1)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Diluted
      weighted average common shares outstanding
              
              
              13,480,938
              
              
              
              13,280,938
              
              
              
              13,429,656
              
              
              
              12,416,428Diluted
      net loss per share
              
              $
              (0.01)
              
              
              $
              (0.00)
              
              
              $
              (0.03)
              
              
              $
              (0.03)





(1)
            The
      200,000 common shares issuable upon exercise of outstanding warrants were
      anti-dilutive due to the Company’s net loss for the three and nine months
      ended September 30, 2009 and 2008, therefore they have been excluded from
      the calculation.




Table
of Contents


-7-








VIDA
LIFE INTERNATIONAL, LTD.








7.           RELATED
PARTY TRANSACTIONS





Exchange
of Stock for Interest:





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





Shareholder/Officer
Advances:





On June
5, 2009 and August 20, 2009, the Company’s majority stockholder advanced $10,000
at each date to the Company to fund working capital requirements. On August 3,
2009 and August 24, 2009, principal repayments of $500 each were made against
the balance.  The balance of $19,000 remains outstanding as of
September 30, 2009.  These advances have an interest rate of 17%,
with principal and interest due on demand. On October 12, 2009 the Company's
majority stockholder advanced an additional $9,000 to the Company to fund
working capital requirements under the same terms as the previous
advances.





Accrued
Officer’s Compensation:





The Chief
Executive Officer of the
Company has elected to forego a certain portion of his salary due to limited
operating funds over the past several years. This amount does not accrue
interest and is due and payable to this officer/stockholder as funds become
available in the future.For the nine-month periods ended September 30,
2009 and 2008, the Company accrued related compensation expense of $180,000. For
the three-month periods ended September 30, 2009 and 2008, the Company accrued
related compensation expense of $60,000. Total accrued officer’s
compensation as of September 30, 2009 and December 31, 2008 was $402,467 and
$218,806, respectively.





Accrued
Director’s Fees:





Director
fees, included in operating expenses, totaled $13,500 and $15,511 for the nine
months ended September 30, 2009 and 2008, respectively.  Director
fees, included in operating expenses, totaled $4,500 and $6,000 for the three
months ended September 30, 2009 and 2008, respectively. At September 30, 2009
and December 31, 2008, the Company has recorded accrued directors’ fees of
$18,500 and $7,000, respectively.




Table of Contents




-8-





VIDA LIFE INTERNATIONAL,
LTD.







8.           BUSINESS
SEGMENTS





The
Company’s operations are conducted primarily over two operating
segments.  The Company reports a measure of segment profit or loss,
certain specific revenue and expense items and total segment assets. They
use management’s approach in determining reportable business
segments.  In particular, management identifies reportable segments on
the basis of the internal organization used by management for making operating
decisions and assessing performance of the businesses.  In this
regard, management has identified the fishmeal and health supplement segments to
be their reportable business segments. Incidental sales from non-reportable
segments are reflected in corporate and other in the segment information table
below.





Information
regarding the Company’s segments is as follows for the three and nine months
ended September 30, 2009 and 2008 respectively:





Nine
      Months Ended September 30, 2009
            
            Fishmeal
            
            
            Health
      Supplements
            
            
            Corporate
      & Other
            
            
            TotalNet
      Sales
            
            $
            -
            
            
            $
            11,431
            
            
            $
            1,500
            
            
            $
            12,931Gross
      Profit
            
            $
            -
            
            
            $
            4,844
            
            
            $
            500
            
            
            $
            5,344Operating
      Income (Loss)
            
            $
            -
            
            
            $
            4,552
            
            
            $
            (290,469
            )
            
            $
            (285,917
            )Interest
      Income
            
            $
            -
            
            
            $
            -
            
            
            $
            52
            
            
            $
            52Interest
      Expense
            
            $
            -
            
            
            $
            -
            
            
            $
            93,953
            
            
            $
            93,953Depreciation
      & Amortization
            
            $
            -
            
            
            $
            292
            
            
            $
            2,042
            
            
            $
            2,334Assets
            
            $
            -
            
            
            $
            2,705
            
            
            $
            5,921
            
            
            $
            8,626





Nine
      Months Ended September 30, 2008
            
            Fishmeal
            
            
            Health
      Supplements
            
            
            Corporate
      & Other
            
            
            TotalNet
      Sales
            
            $
            105,765
            
            
            $
            15,605
            
            
            $
            -
            
            
            $
            121,370Gross
      Profit
            
            $
            8,356
            
            
            $
            9,944
            
            
            $
            -
            
            
            $
            18,300Operating
      Income (Loss)
            
            $
            8,356
            
            
            $
            9,006
            
            
            $
            (329,549
            )
            
            $
            (312,187
            )Interest
      Income
            
            $
            -
            
            
            $
            -
            
            
            $
            3,419
            
            
            $
            3,419Interest
      Expense
            
            $
            -
            
            
            $
            -
            
            
            $
            95,191
            
            
            $
            95,191Depreciation
      & Amortization
            
            $
            -
            
            
            $
            938
            
            
            $
            2,755
            
            
            $
            3,693Assets
            
            $
            -
            
            
            $
            3,898
            
            
            $
            84,114
            
            
            $
            88,012





Three
      Months Ended September 30, 2009
            
            Fishmeal
            
            
            Health
      Supplements
            
            
            Corporate
      & Other
            
            
            TotalNet
      Sales
            
            $
            -
            
            
            $
            5,753
            
            
            $
            -
            
            
            $
            5,753Gross
      Profit
            
            $
            -
            
            
            $
            1,140
            
            
            $
            -
            
            
            $
            1,140Operating
      Income (Loss)
            
            $
            -
            
            
            $
            1,049
            
            
            $
            (95,961
            )
            
            $
            (94,912
            )Interest
      Income
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Interest
      Expense
            
            $
            -
            
            
            $
            -
            
            
            $
            30,651
            
            
            $
            30,651Depreciation
      & Amortization
            
            $
            -
            
            
            $
            91
            
            
            $
            660
            
            
            $
            751Assets
            
            $
            -
            
            
            $
            2,705
            
            
            $
            5,921
            
            
            $
            8,626





Three
      Months Ended September 30, 2008
            
            Fishmeal
            
            
            Health
      Supplements
            
            
            Corporate
      & Other
            
            
            TotalNet
      Sales
            
            $
            -
            
            
            $
            3,575
            
            
            $
            -
            
            
            $
            3,575Gross
      Profit
            
            $
            -
            
            
            $
            1,977
            
            
            $
            -
            
            
            $
            1,977Operating
      Income (Loss)
            
            $
            -
            
            
            $
            3,145
            
            
            $
            (95,552
            )
            
            $
            (92,407
            )Interest
      Income
            
            $
            -
            
            
            $
            -
            
            
            $
            673
            
            
            $
            673Interest
      Expense
            
            $
            -
            
            
            $
            -
            
            
            $
            31,441
            
            
            $
            31,441Depreciation
      & Amortization
            
            $
            -
            
            
            $
            313
            
            
            $
            928
            
            
            $
            1,241Assets
            
            $
            -
            
            
            $
            3,898
            
            
            $
            84,114
            
            
            $
            88,012





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





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





Table
of Contents




-9-


VIDA
LIFE INTERNATIONAL, LTD.







9.           COMMITMENT





On
October 30, 2008, the Board of Directors agreed in principle to enter into an
employment agreement with the Chief Executive Officer.  On May 15,
2009, the Board of Directors further agreed to enter into an employment
agreement with the Chief Executive Officer prior to seeking outside debt
financing.  As of the date of this report, no employment agreement has
been entered into nor have the material terms of such agreement been agreed
upon.





10.           RECENT
ACCOUNTING DEVELOPMENTS




In June
2009, the FASB issued guidance to eliminate the quantitative approach
previously required for determining the primary beneficiary of a variable
interest entity and requires ongoing qualitative reassessments of whether an
enterprise is the primary beneficiary of a variable interest entity. This
guidance is effective for fiscal years beginning after November 15, 2009. The
Company does not expect the adoption of this standard to have any current impact
on the Company's financial statements.
  11.  SUBSEQUENT EVENTS




Table
of Contents


-10-




VIDA
LIFE INTERNATIONAL, LTD.








Item
      2.Management’sDiscussion and Analysis of
      Financial Condition and Results of
  Operations.





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





Forward-Looking
Statements





Some of
the statements made in this section of our report are forward-looking
statements. These forward-looking statements generally relate to and are based
upon our current plans, expectations, assumptions and projections about future
events.  Our management currently believes that the various plans,
expectations, and assumptions reflected in or suggested by these forward-looking
statements are reasonable.  Nevertheless, all forward-looking
statements involve risks and uncertainties and our actual actions or future
results may be materially different from the plans, objectives or expectations,
or our assumptions and projections underlying our present plans, objectives and
expectations, which are expressed in this report.  Examples of
specific factors that might cause our actual results to differ from our current
expectations include but are not limited to:





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





·
            Our
      inability to successfully market and develop our heating technologies and
      fertilizing products





·
            Our
      inability to protect our intellectual property and developing
      technologies, or





·
            Our
      inability, for any reason, to retain our executive management
      personnel.





The
foregoing list is not exhaustive.  In light of the foregoing,
prospective investors are cautioned that the forward-looking statements included
in this filing may ultimately prove to be inaccurate—even materially
inaccurate.  Because of the significant uncertainties inherent in such
forward-looking statements, the inclusion of such information should not be
regarded as a representation or warranty by Vida Life International, Ltd. or any
other person that our objectives, plans, expectations or projections that are
contained in this filing will be achieved in any specified time frame, if
ever.




Table of Contents





-11-


VIDA
LIFE INTERNATIONAL, LTD.





General
Overview





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





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





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





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





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





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





·
            Fertilizing – we have
      completed the development of organic fish-based plant fertilizers for
      commercial sale, and are presently involved in marketing our fertilizing
      products.





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




Table
of Contents





-12-


VIDA
LIFE INTERNATIONAL, LTD.








Results
of Operations





For
the Nine Months Ended September 30, 2009 and 2008


Segment
Results





Nine
      Months Ended September 30, 2009
              
              Fishmeal
              
              
              Health
      Supplements
              
              
              Corporate
      & Other
              
              
              TotalNet
      Sales
              
              $
              -
              
              
              $
              11,431
              
              
              $
              1,500
              
              
              $
              12,931Gross
      Profit
              
              $
              -
              
              
              $
              4,844
              
              
              $
              500
              
              
              $
              5,344Operating
      Income (Loss)
              
              $
              -
              
              
              $
              4,552
              
              
              $
              (290,469
              )
              
              $
              (285,917
              )Interest
      Income
              
              $
              -
              
              
              $
              -
              
              
              $
              52
              
              
              $
              52Interest
      Expense
              
              $
              -
              
              
              $
              -
              
              
              $
              93,953
              
              
              $
              93,953Depreciation
      & Amortization
              
              $
              -
              
              
              $
              292
              
              
              $
              2,042
              
              
              $
              2,334Assets
              
              $
              -
              
              
              $
              2,705
              
              
              $
              5,921
              
              
              $
              8,626
 
 Nine
      Months Ended September 30, 2008
                
                Fishmeal
                
                
                Health
      Supplements
                
                
                Corporate
      & Other
                
                
                TotalNet
      Sales
                
                $
                105,765
                
                
                $
                15,605
                
                
                $
                -
                
                
                $
                121,370Gross
      Profit
                
                $
                8,356
                
                
                $
                9,944
                
                
                $
                -
                
                
                $
                18,300Operating
      Income (Loss)
                
                $
                8,356
                
                
                $
                9,006
                
                
                $
                (329,549
                )
                
                $
                (312,187
                )Interest
      Income
                
                $
                -
                
                
                $
                -
                
                
                $
                3,419
                
                
                $
                3,419Interest
      Expense
                
                $
                -
                
                
                $
                -
                
                
                $
                95,191
                
                
                $
                95,191Depreciation
      & Amortization
                
                $
                -
                
                
                $
                938
                
                
                $
                2,755
                
                
                $
                3,693Assets
                
                $
                -
                
                
                $
                3,898
                
                
                $
                84,114
                
                
                $
                88,012


Revenues





Revenues
for the nine-month period ended September 30, 2009 were $12,931, which compares
to $121,370 for the nine-month period ended September 30, 2008, and represents a
89% decrease.





The
decrease in total revenues was mainly attributable to a lack of fishmeal sales
during the most recent nine-month period as compared to $105,765 of fishmeal
sales for the nine-month period ended September 30, 2008.  This
decrease primarily resulted from difficulties in procuring fishmeal to fill
orders from customers and potential customers.  This difficulty has
arisen mainly due to the continued global demand for fishmeal, stagnant
production and higher asking prices for available fishmeal.





In
addition, our operations in general and our fishmeal operations in particular
continue to be negatively impacted by our lack of sufficient
financing.  This lack of financing has indefinitely delayed our plans
to build or participate in the building of a fishmeal processing facility, and
has prohibited us from purchasing fishmeal on the spot market for resale in a
manner that has been economically feasible.  For the foreseeable
future we expect that, given our continuing lack of a fishmeal manufacturing
facility and our inability to consistently procure fishmeal for resale, we will
continue to experience difficulties attempting to purchase and sell fishmeal at
profitable prices.





Revenues
from health supplements were down $4,174 during the nine-month period ended
September 30, 2009 in comparison to the nine-month period ended September 30,
2008, totaling $11,431 compared to $15,605, respectively. Presently, we are
uncertain about the outlook for supplement sales due primarily to delays
encountered by our target customers overseas in obtaining necessary permits for
the import of our products into their countries.




Table of Contents





-13-


VIDA
LIFE INTERNATIONAL, LTD.







Gross
Profit





Our
overall gross profit as a percentage of sales increased from approximately 15%
for the period ended September 30, 2008 to approximately 41% for the nine-month
period ended September 30, 2009.  This increase was attributable to a
change in the product mix of our sales in the nine months ended September 30,
2009, with proportionately more revenues generated in the health supplements
segment.  The resale of fishmeal is generally a lower-margin
business.





Operating
Expenses





Operating
expenses decreased $39,226 in the nine-month period ended September 30, 2009
from $330,487 in 2008 to $291,261 in 2009.  The primary reason for the
decrease was lower research and development expenses, lower legal fees related
to patent-related matters and less travel expenses.





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





Gain
on Debt Extinguishment





A gain of
$64,430 was recorded during the nine months ended September 30, 2008 for debt
extinguishment.  No such transaction was completed for the nine months
ended September 30, 2009. As a result, net loss increased accordingly for the
nine months ended September 30, 2009.





Interest
Expense





Interest
expense decreased marginally to $93,953 for the nine months ended September 30,
2009 versus $95,191 for the nine-month period ended September 30,
2008.





Net
Loss





As a
result of the above, our net loss increased for the nine months ended September
30, 2009 to $379,818 as compared to a net loss of $339,529 for the nine months
ended September 30, 2008.





For
the Three Months Ended September 30, 2009 and 2008


Segment
Results


Three
      Months Ended September 30, 2009
              
              Fishmeal
              
              
              Health
                Supplements
              
              
              Corporate
      &
                Others
              
              
              TotalNet
      Sales
              
              $
              -
              
              
              $
              5,753
              
              
              $
              -
              
              
              $
              5,753Gross
      Profit
              
              $
              -
              
              
              $
              1,140
              
              
              $
              -
              
              
              $
              1,140Operating
      Income (Loss)
              
              $
              -
              
              
              $
              1,049
              
              
              $
              (95,961
              )
              
              $
              (94,912
              )Interest
      Income
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Interest
      Expense
              
              $
              -
              
              
              $
              -
              
              
              $
              30,651
              
              
              $
              30,651Depreciation
      & Amortization
              
              $
              -
              
              
              $
              91
              
              
              $
              660
              
              
              $
              751Identifiable
      Net Assets
              
              $
              -
              
              
              $
              2,705
              
              
              $
              5,921
              
              
              $
              8,626Three
      Months Ended September 30, 2008
              
              Fishmeal
              
              
              Health
      Supplements
              
              
              Corporate
      & Others
              
              
              TotalNet
      Sales
              
              $
              -
              
              
              $
              3,575
              
              
              $
              -
              
              
              $
              3,575Gross
      Profit
              
              $
              -
              
              
              $
              1,977
              
              
              $
              -
              
              
              $
              1,977Operating
      Income (Loss)
              
              $
              -
              
              
              $
              3,145
              
              
              $
              (95,552
              )
              
              $
              (92,407
              )Interest
      Income
              
              $
              -
              
              
              $
              -
              
              
              $
              673
              
              
              $
              673Interest
      Expense
              
              $
              -
              
              
              $
              -
              
              
              $
              31,441
              
              
              $
              31,441Depreciation
      & Amortization
              
              $
              -
              
              
              $
              313
              
              
              $
              928
              
              
              $
              1,241Identifiable
      Net Assets
              
              $
              -
              
              
              $
              3,898
              
              
              $
              84,114
              
              
              $
              88,012


Revenues





Revenues
for the three-month period ended September 30, 2009 were $5,753, which compares
to $3,575 for the three-month period ended September 30, 2008, and represents a
61% increase. The increase was attributable to the increase in health supplement
sales during the most recent three-month period as compared to sales for the
three-month period ended September 30, 2008. Presently, we are uncertain about
the outlook for supplement sales due primarily to delays encountered by our
target customers overseas in obtaining necessary permits for the import of our
products into their countries.The increase in health supplement sales was
due to some additional orders from foreign customers.





Gross
Profit





Our
overall gross profit as a percentage of sales decreased from approximately 55%
for the period ended September 30, 2008 to approximately 20% for the period
ended September 30, 2009.  This decrease was attributable to inventory
adjustments in connection with the disposal of out of date products and
increased freight costs in the three months ended September 30,
2009.




Table of Contents





-14-





VIDA
LIFE INTERNATIONAL, LTD.







Operating
Expenses





Operating
expenses increased $1,668 in the three-month period ended September 30, 2009
from $94,384 in 2008 to $96,052 in 2009.  The primary reason for the
slight increase in expenses was the increase in travel
expenses.





Gain
on Debt Extinguishment





A gain of
$64,430 was recorded during the three months ended September 30, 2008 for the
debt extinguishment. No such transaction was completed for the three months
ended September 30, 2009. As a result, net loss increased accordingly for the
three months ended September 30, 2009.





Interest
Expense





Interest
expense decreased marginally to $30,651 for the three months ended September 30,
2009 versus $31,441 for the three-month period ended September 30,
2008.





Net
Loss





As a
result of the above, our net loss increased for the three months ended September
30, 2009 to $125,563 as compared to a net loss of $58,745 for the three months
ended September 30, 2008.





Liquidity
and Capital Resources





Summary
cash flow data is as follows:





Nine
      Months Ended September 30,2009
            
            2008Cash
      flows provided (used) by :Operating
      activities
            
            $
            (50,843
            )
            
            $
            (193,679
            )Investing
      activities
            
            
            (1,048
            )
            
            
            (1,075
            )Financing
      activities
            
            
            19,000
            
            
            
            -Net
      decrease in cash
            
            
            (32,891
            )
            
            
            (194,754
            )Cash,
      beginning of period
            
            
            32,891
            
            
            
            271,082Cash,
      end of period
            
            $
            -
            
            
            $
            76,328





The
Company used $50,843 of cash from operating activities in the nine months ended
September 30, 2009.  Cash used for operations included a net loss of
$379,818 which included $64,287 of non-cash expenses for depreciation and
amortization of debt discount. Changes in operating assets and liabilities
affecting cash primarily included increases in accounts payable of $26,615,
increase in accrued expenses and director's fees of $36,349 and accrued
officer’s compensation of $183,661.




The
Company used $193,679 of cash from operating activities in the nine months ended
September 30, 2008.  Cash used for operations primarily included loss
of $339,529, which included $4,454 of non-cash expenses for depreciation,
amortization of debt discount offset by a gain on debt
extinguishment.  Changes in operating assets and liabilities affecting
cash primarily included decreases in accounts receivable of $6,938 and decreases
in accrued expenses of $17,793, and increases in officer’s compensation of
$151,636.





On June
5, 2009 and August 20, 2009, the Company’s majority stockholder loaned $10,000
at each date to the Company to fund working capital requirements. On August 3,
2009 and August 24, 2009, repayments of $500 each were made against the
balance.  The balance of $19,000 remains outstanding as of September
30, 2009.  This loan has an interest rate of 17%, with principal and
interest due on demand. It is the Company’s intent to pay this balance off by
June 30, 2010, if possible.





As of
September 30, 2009, the Company had $-0- cash on hand and current liabilities of
$892,402.  In comparison, as of December 31, 2008, we had $32,891 in
cash and cash equivalents and current liabilities of $268,079.  As of
the date of this filing, our management believes we are in critical need of
additional capital.  Our current forecast for financing needs includes
$350,000 for a fertilizer product line and $3,000,000 for a fishmeal plant
project. At a minimum, we expect to require at least $10,000 to maintain
essential operations through the calendar year. Nevertheless, we note that our
current forecasts of capital requirements are largely based on our limited prior
experience and budgets proposed by our professional service providers and
consultants. Additionally, if our actual expenses significantly exceed our
present expectations we will likely require additional financing beyond that
described above.




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VIDA
LIFE INTERNATIONAL, LTD.








Even
though we are actively seeking financing opportunities, we cannot be certain
that any required additional financing will be available on terms favorable or
acceptable to us, if at all.  This is especially true in light of the
current poor state of the U.S. capital markets and the general economic downturn
that has occurred.  Presently, we anticipate that additional financing
could be sought from a number of sources, including but not limited to
additional sales of equity or debt securities, or loans from non-traditional
financial institutions or affiliates of the Company.





If
additional funds are raised by the issuance of our equity securities, such as
through the issuance of stock, convertible securities, or the issuance and
exercise of warrants, then the ownership interest of our existing shareholders
will be (or could be, in the case of warrants) diluted.  If additional
funds are raised by the issuance of debt or preferred equity instruments, we may
become subject to certain operational limitations, and such securities would
have rights senior to the rights of our common shareholders.  If
adequate funds are not available on acceptable terms, we may be unable to
expand, develop or enhance products or to respond to competitive pressures, or
we may be required to abandon our business or our status as a public reporting
company.





Our
primary non-cash assets at September 30, 2009 was intellectual-property rights,
consisting of proprietary product formulations, trade secrets, patents pending
and trademarks, which together form the foundation for our health supplement
product offerings.





Going
Concern





For the
nine months ended September 30, 2009, we incurred a net operating loss and
negative cash flows from operations.  As of September 30, 2009, we had
an accumulated deficit of $1,642,522.  These factors, among others,
raise substantial doubt about our ability to continue as a going
concern.  In addition, our independent registered public accounting
firm included an explanatory paragraph in its report on our audited financial
statements contained in our Annual Report on Form 10-K for the year ended
December 31, 2008, stating that they believe substantial doubt exist as it
pertains to the Company's ability to continue as a going concern. Our
financial statements included in this filing do not include any adjustments
related to recoverability and classification of asset carrying amounts, or the
amount and classification of liabilities that might result, should we be unable
to continue as a going concern.  Our ability to continue as a going
concern ultimately depends on achieving profitability, producing revenues or
raising additional capital to sustain operations.  Although we intend
to obtain additional financing to meet our cash needs and to support the
revenue-generating process, we may be unable to secure any additional financing
on terms that are favorable or acceptable to us, if at all.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements, nor are we a party to any contract or
other obligation not included on its balance sheet that has, or is reasonably
likely to have, a current or future effect on our financial
condition.





Critical
Accounting Policies





For
detailed information on our critical accounting policies and estimates, please
see our financial statements and notes thereto included in this report and in
our Annual Report on Form 10-K for the year ended December 31, 2008 that was
filed with the SEC on April 1, 2009.  There have been no material
changes to our critical accounting policies and estimates from those disclosed
in our report Form 10-K.





Recent
Accounting Developments


In June
2009, the FASB issued guidance effective for fiscal years beginning after
November 15, 2009 to eliminate the quantitative approach previously required for
determining the primary beneficiary of a variable interest entity and requires
ongoing qualitative reassessments of whether an enterprise is the primary
beneficiary of a variable interest entity. The Company does not expect the
adoption of this standard to have any current impact on the Company's financial
statements.


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VIDA
LIFE INTERNATIONAL, LTD.








Item 3.   Quantitative and
Qualitative Disclosures About Market Risk.





Not
applicable.







Item 4T.  Controls and
Procedures.





Evaluation
of Disclosure Controls and Procedures





We
maintain disclosure controls and procedures designed to provide reasonable
assurance that information required to be disclosed in our reports filed
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and
forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer/Principal Financial Officer as
appropriate, to allow timely decisions regarding required
disclosures.  A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.





As of
September 30, 2009, our Chief Executive Officer/Principal Financial Officer
carried out an evaluation of the effectiveness of our disclosure controls and
procedures as such term is defined in Rule 13a-15(e) and 15d-15(e) under the
Securities and Exchange Act of 1934 (the “Exchange Act”).  Based on
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were not effective as of
September 30, 2009 in reporting on a timely basis information required to be
disclosed by us in the reports we file or submit under the Exchange Act because
of those material weaknesses relating to internal controls that are described in
Item 9A(T) of the Company’s Form 10-K for the year ended December 31,
2008.





Notwithstanding
the material weaknesses that existed as of September 30, 2009, our Chief
Executive Officer/Principal Financial Officer have concluded that the financial
statements included in this report present fairly, in all material respects, the
financial position, results of operations and cash flows of the Company in
conformity with accounting principles generally accepted in the United States of
America.





Changes
in Internal Controls





During
the fiscal quarter ended September 30, 2009, there were no changes in our
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.  Management has concluded that the material weaknesses in
internal control, as described in Item 9A(T) of our Form 10-K for the year ended
December 31, 2008, have not been fully remediated. Due to our lack of sufficient
capital we expect these material weaknesses to continue until our capital needs
are met.


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of Contents





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VIDA
LIFE INTERNATIONAL, LTD.









PART
II – OTHER INFORMATION





Item
1. LegalProceedings.





None.





Item
1A. Risk Factors.





There
have been no material changes to our risk factors and uncertainties during or
since the period covered by this report.  For a discussion of risk
factors applicable to Vida Life International, Ltd. and its business, please
refer to the “Risk Factors” section of our report Form 10-K filed with the SEC
on April 1, 2009.







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





On May
20, 2009, the Company issued 100,000 shares of common stock to a consultant for
services rendered.  The shares were valued at $0.07 per share, or $7,000 in
the aggregate.  Neither the offer nor sale of these shares was registered
under the Securities Act of 1933.  The shares were issued under the
exemption from registration contained under Section 4(2) of the Securities
Act of 1933 on the basis that there was only one recipient of the shares. 
The Company paid no commissions or fees relating to the offer and sale of the
shares.







Item
3.  Defaults UponSenior
Securities.





None.







Item
4.  Submission of Mattersto a Vote
of Security Holders.





None.







Item
5.  Other Information.





None.





Item
6.  Exhibits.





Exhibit No.
            
            Description31.1
            
            Certification
      of Chief Executive Officer31.2
            
            Certification
      of Principal Financial Officer32
            
            Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002











SIGNATURES





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






Vida Life International,
      Ltd.Date:
      November 10, 2009
              By:
              /s/ John
      C. JordanJohn
      C. JordanChief
      Executive Officer and Principal Financial Officer




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-18-







INDEX TO EXHIBITS FILED WITH THIS REPORT





Exhibit No.
            
            Description31.1
            
            Certification
      of Chief Executive Officer31.2
            
            Certification
      of Principal Financial Officer32
            
            Certification
      of Chief Executive Officer and Principal Financial Officer Pursuant to
      Section 906 of the Sarbanes-Oxley Act of
2002   Table of Contents