UNITED STATES
OMB APPROVAL
 
SECURITIES AND EXCHANGE COMMISSION
 OMB Number:  3235-0058
   
 Expires:  August 31, 2015
 
Washington, D.C.  20549
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FORM 12b-25
 
   
SEC FILE NUMBER
   
000-54247
 
NOTIFICATION OF LATE FILING
 
   
CUSIP NUMBER
   
92849G 106

 
(Check One):    x Form 10-K    o Form 20-F    o Form 11-K   o Form 10-Q    o Form 10-D      o Form N-SAR   o Form N-CSR

For Period Ended:   December 31, 2012
o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 

PART I -- REGISTRANT INFORMATION
Vitamin Blue, Inc.
 
Full Name of Registrant
 
Former Name if Applicable
1005 West 18 th Street
 
Address of Principal Executive Office ( Street and Number)
Costa Mesa, California 92627
 
City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)

 
(a)  The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
 
x
(b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)  The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


 
 
 

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The registrant has not completed its financial statements for the fiscal year ended December 31, 2012 and its certifying auditors have not had the opportunity to complete their review and audit of the financial statements to be included in the Form 10-K.  Thus, the registrant cannot complete and file its Form 10-K annual report by the due date, but expects its financial statements and audit will be completed and the Form 10-K finalized in order to file the report within the prescribed extension period.

PART IV -- OTHER INFORMATION

(1)
Name and telephone number of person to contact in regard to this notification

Leonard E. Neilson
 
801
 
733-0800
(Name)
 
(Area Code)
 
(Telephone Number)

(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s).
x Yes ¨ No

(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
¨ Yes x No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.





Vitamin Blue, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:
April 1, 2013
By
/s/    Frank D. Ornelas
     
      Frank D. Ornelas, President



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