-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HGjZzTIp0Z2P3Mhz9dxKjb8mupgM+N8XTnC78e6td+/I9JFBbnrP8Ya8wwxcn/k3 VMZYha/mD4zZrT0ltJ707Q== 0001144204-04-016446.txt : 20041018 0001144204-04-016446.hdr.sgml : 20041018 20041018145235 ACCESSION NUMBER: 0001144204-04-016446 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041018 DATE AS OF CHANGE: 20041018 GROUP MEMBERS: GREENLIGHT (SWITZERLAND) SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VITAL LIVING INC CENTRAL INDEX KEY: 0001145700 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 880485596 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79189 FILM NUMBER: 041083018 BUSINESS ADDRESS: STREET 1: 5080 NORTH 40TH STREET, SUITE 105 CITY: PHOENIX STATE: AZ ZIP: 85018 BUSINESS PHONE: 602-952-9909 MAIL ADDRESS: STREET 1: 5080 NORTH 40TH STREET, SUITE 105 CITY: PHOENIX STATE: AZ ZIP: 85018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT INTERNATIONAL LTD CENTRAL INDEX KEY: 0001075643 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GREENLIGHT(SWITZERLAND)SA STREET 2: 84 AVE LOUIS CASAI, 1216 COINTRIN/GENEVA CITY: SWITZERLAND BUSINESS PHONE: 41227917170 MAIL ADDRESS: STREET 1: 2 CHURCH STREET STREET 2: HAMILTON H 11 CITY: BERMUDA STATE: D0 ZIP: 00000 SC 13G 1 v07560.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13G Information to be included in Statements filed pursuant to Rule 13d-1(b), (c) AND (d) - -------------------------------------------------------------------------------- VITAL LIVING, INC. ------------------ (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 92846Y100 -------------- (CUSIP Number) JULY 7, 2004 ------------------------------------------------------- (Date of event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) (Continued on following pages) (Page 1 of 9 Pages)
Page 2 of 9 - ------- ----------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON ----------------------------------------------------------------------------------------------- S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crescent International Ltd. - ------- ----------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------- ----------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------- ----------------------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda - ------- ----------------------------------------------------------------------------------------------- - ------------------------- ---- ------------------------------------------------------------------------ NUMBER OF SHARES 5. SOLE VOTING POWER BENEFICIALLY OWNED BY 6,313,114 EACH REPORTING PERSON ---- ------------------------------------------------------------------------ WITH 6. SHARED VOTING POWER None. - ------------------------- ---- ------------------------------------------------------------------------ 7. SOLE DISPOSITIVE POWER 6,313,114 - ------------------------- ---- ------------------------------------------------------------------------ 8. SHARED DISPOSITIVE POWER None. - ------------------------------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,313,114 - -------- ---------------------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------- ---------------------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.05% (based on 69,721,183 shares of Common Stock issued and outstanding as of August 6, 2004 as stated in VTLV's Form 10-QSB for the fiscal quarter ended June 30, 2004 - -------- ---------------------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: OO - -------- ----------------------------------------------------------------------------------------------
Page 3 of 9 - ------- ----------------------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GreenLight (Switzerland) SA - ------- ----------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - ------- ----------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ------- ----------------------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland - ------- ----------------------------------------------------------------------------------------------- NUMBER OF SHARES 5. SOLE VOTING POWER BENEFICIALLY OWNED BY 6,313,114 EACH REPORTING PERSON ---- ------------------------------------------------------------------------ WITH 6. SHARED VOTING POWER None. - ------------------------- ---- ------------------------------------------------------------------------ 7. SOLE DISPOSITIVE POWER 6,313,114 - ------------------------- ---- ------------------------------------------------------------------------ 8. SHARED DISPOSITIVE POWER None. - ------------------------- ---- ------------------------------------------------------------------------ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,313,114 - -------- ---------------------------------------------------------------------------------------------- - -------- ---------------------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - -------- ---------------------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.05% (based on 69,721,183 shares of Common Stock issued and outstanding as of August 6, 2004 as stated in VTLV's Form 10-QSB for the fiscal quarter ended June 30, 2004 - -------- ----------------------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: OO - -------- -----------------------------------------------------------------------------------------------
Page 4 of 9 Item 1(a). Name of Issuer. VITAL LIVING, INC. ("VTLV") Item 1(b). Address of Issuer's Principal Executive Offices. 5080 North 40th Street Suite 105 Phoenix, Arizona 85018 Item 2(a). Names of Person Filing. (i) Crescent International Ltd. ("Crescent") (ii) GreenLight (Switzerland) SA ("GreenLight") Item 2(b). Address of Principal Business Office, or if none, Residence. As to Crescent: Clarendon House 2 Church Street Hamilton H 11 Bermuda As to GreenLight: 84, av. Louis Casai CH-1216 Cointrin, Geneva Switzerland Item 2(c). Citizenship. As to Crescent: Bermuda As to GreenLight: Switzerland Item 2(d). Title of Class of Securities. Common Stock, par value $0.001 per share (the "Common Stock"). Item 2(e). CUSIP Number. 92846Y100 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: Not applicable. Page 5 of 9 Item 4. Ownership. The information contained in Items 5 though 11 on the cover pages hereto is incorporated herein by reference. The 6,313,114 shares of Common Stock beneficially owned by Crescent include (i) 1,008,612 shares of Common Stock issuable upon conversion of a convertible note held by Crescent, and (ii) 4,255,825 shares of Common Stock issuable upon exercise of a common stock purchase warrant held by Crescent. Crescent is a wholly owned subsidiary of IICG (Bahamas) Limited, a Bahamas corporation residing at Norfolk House 10 Deveaux Street, Nassau, Bahamas. GreenLight is a wholly owned subsidiary of Faisal Finance (Luxembourg) SA ("FFL"), a Luxembourg corporation residing at 3, rue Alexandre Fleming L-1525 Luxembourg. GreenLight serves as the investment manager to Crescent, and as such has been granted investment discretion over investments including the Common Stock. As a result of its role as investment manager to Crescent, GreenLight may be deemed to be the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of Common Stock held by Crescent. However, GreenLight does not have the right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by Crescent and disclaims any ownership associated with such rights. Currently, Mel Craw and Maxi Brezzi, in their capacity as managers of GreenLight have delegated authority regarding the portfolio management decisions of Crescent with respect to the VTLV securities owned by Crescent. Neither of such persons has any legal right to maintain such delegated authority. As a result of such delegated authority, Messrs. Craw and Brezzi may be deemed to be the beneficial owners of Common Stock held by Crescent. However, neither of Messrs. Craw or Brezzi has any right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by Crescent and disclaim beneficial ownership of such shares of Common Stock. Accordingly, for the purposes of this Statement: (i) Crescent is reporting that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of, a total of 6,313,114 shares of Common Stock beneficially owned by it. (ii) GreenLight is reporting that it has the power solely to vote or direct the vote and the power to dispose or direct the disposition of, a total of 6,313,114 shares of Common Stock beneficially owned by it. Page 6 of 9 Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect. Page 7 of 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 18, 2004 CRESCENT INTERNATIONAL LTD. By: GreenLight (Switzerland) SA, as Attorney-in-Fact By: /s/ Mel Craw --------------------------- Name: Mel Craw Title: Authorized Signatory By: /s/ Maxi Brezzi --------------------------- Name: Maxi Brezzi Title: Authorized Signatory GREENLIGHT (SWITZERLAND) SA By: /s/ Mel Craw --------------------------- Name: Mel Craw Title: Managing Director By: /s/ Maxi Brezzi --------------------------- Name: Maxi Brezzi Title: Director Page 8 of 9 Exhibit Index 99.1 Agreement of Joint Filing - Filed herewith 99.2 Power of Attorney - Filed herewith EX-99.1 2 v07560_ex99-1.txt Page 8 of 9 EXHIBIT 99.1 AGREEMENT OF JOINT FILING Crescent International Ltd. and GreenLight (Switzerland) SA agree that the Schedule 13G to which this Agreement is attached, and all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-l (k)(l) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument. Date: October 18, 2004 CRESCENT INTERNATIONAL LTD. By: GreenLight (Switzerland) SA, as Attorney-in-Fact By: /s/ Mel Craw --------------------------- Name: Mel Craw Title: Authorized Signatory By: /s/ Maxi Brezzi --------------------------- Name: Maxi Brezzi Title: Authorized Signatory GREENLIGHT (SWITZERLAND) SA By: /s/ Mel Craw --------------------------- Name: Mel Craw Title: Managing Director By: /s/ Maxi Brezzi --------------------------- Name: Maxi Brezzi Title: Director EX-99.2 3 v07560_ex99-2.txt Page 9 of 9 EXHIBIT 99.2 POWER OF ATTORNEY CRESCENT INTERNATIONAL LTD. of Hamilton, Bermuda, a company incorporated in the Islands of Bermuda (the "Principal") hereby makes, constitutes and appoints GREENLIGHT (SWITZERLAND) SA, acting through any authorized officer, as its agent and attorney-in-fact for the purpose of executing in its name all documents, certificates, instruments, statements, filings and agreements (the "Documents") to be filed with or delivered to any foreign or domestic or governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities or other investments, and any other documents relating to or ancillary thereto, including but not limited to, all documents relating to filings with the United States Securities and Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, including without limitation all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934, including without limitation, any acquisition statements on Schedule 13D, or Schedule 13G, and any amendments thereto, any joint filing agreements pursuant to Rule 13d-l(k), and any initial statements of, or statements of changes in, beneficial ownership of securities on Form 3, Form 4 or Form 5. All past acts of the attorney -in-fact in furtherance of the foregoing are hereby ratified and confirmed. This power of attorney shall be valid from the date hereof until revoked by Crescent International Ltd. AND the Principal further declares that each and every act, deeds and thing done by the Attorney for the aforesaid purposes shall be good, valid and effectual as if the same had been signed, sealed and delivered, given, made or done by the Principal and the Principal undertakes at all times hereafter to ratify and confirm whatever the Attorney shall lawfully do or cause to be done by virtue of this POWER OF ATTORNEY and the Principal further declares that this POWER OF ATTORNEY shall be irrevocable for the purposes aforesaid. IN WITNESS WHEREOF the Common Seal of CRESCENT INTERNATIONAL LTD. was hereunto affixed this 18th day of October, 2004 at the City of Hamilton in the Islands of the Bermuda in the presence of: By: /s/ C.F.A. Cooper ---------------------- Name: C.F.A. Cooper Title: Director By: /s/ E. John Thompson ---------------------- Name: E. John Thompson Title: Director -----END PRIVACY-ENHANCED MESSAGE-----