SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PEARSON ROBERT C (Last) (First) (Middle) 8080 N. CENTRAL EXPRESSWAY SUITE 210 (Street) DALLAS TX 75206 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2007	3. Issuer Name and Ticker or Trading Symbol VERTICAL BRANDING, INC. [ VBDG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,666,667	I	Shares held by Renaissance Capital Growth & Income Fund III, Inc. ("R3")(1)
Common Stock	2,500,000	I	Shares held by Renaissance US Growth Investment Trust PLC ("RUSGIT")(1)
Common Stock	1,250,000	I	Shares held by US Special Opportunities Trust PLC ("USSO")(1)
Common Stock	1,250,000	I	Shares held by Premier RENN US Emerging Growth Fund Ltd. ("PRENN")(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	833,334	$1	I	Shares held by R3(1)
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	833,333	$1.5	I	Shares held by R3(1)
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	1,250,000	$1	I	Shares held by RUSGIT(1)
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	1,250,000	$1.5	I	Shares held by RUSGIT(1)
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	625,000	$1	I	Shares held by USSO(1)
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	625,000	$1.5	I	Shares held by USSO(1)
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	625,000	$1	I	Shares held by PRENN(1)
Warrant (Right to Buy)	11/13/2007	11/13/2012	Common Stock	625,000	$1.5	I	Shares held by PRENN(1)

1. Name and Address of Reporting Person* PEARSON ROBERT C (Last) (First) (Middle) 8080 N. CENTRAL EXPRESSWAY SUITE 210 (Street) DALLAS TX 75206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC (Last) (First) (Middle) C/O RENN CAPITAL GROUP 8080 N. CENTRAL EXPRESSWAY, SUITE 210 (Street) DALLAS TX 75206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RENAISSANCE US GROWTH INVESTMENT TRUST PLC (Last) (First) (Middle) C/O RENN CAPITAL GROUP 8080 N. CENTRAL EXPRESSWAY, SUITE 210 (Street) DALLAS TX 75206 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Robert Pearson is an executive officer of RENN Capital Group, Inc. which serves as the investment adviser to R3, RUSGIT, USSO and PRENN and may therefore be considered beneficial owner of such shares. Reporting person disclaims such beneficial ownership.

	Robert Pearson	11/23/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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