UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):		April 22, 2013
VHGI HOLDINGS, INC.
(Exact name of Company as specified in its charter)
Delaware	000-17520				75-2276137
(State or other jurisdiction of incorporation)	(Commission File Number)				(IRS Employer Identification No.)
103 North Court Street, Sullivan, IN				47882
(Address of principal executive offices)				(Zip Code)
Company’s telephone number, including area code:			(812) 268-5459
(Former name or former address, if changed since last report.)

Date of Report (Date of earliest event reported) May 28, 2013

~~Check~~VHGI ~~the~~HOLDINGS, ~~appropriate~~INC. ~~box~~(Exact ~~below~~name ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~registrant ~~Company~~as ~~under~~specified ~~any~~in ofits ~~the following provisions (see General Instruction A.2. below~~charter):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Delaware	000-17520	75-2276137
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

103 North Court Street, Sullivan, IN	47822
(Address of principal executive offices)	(Zip Code)

[Registrant's ]telephone ~~Pre-commencement~~number, ~~communications~~including ~~pursuant~~area tocode ~~Rule 14d~~812-~~2(b) under the Exchange Act (17 CFR 240.14d~~268-~~2(b))~~5459

[not ]applicable ~~Pre-commencement~~(Former ~~communications~~name ~~pursuant~~or toformer ~~Rule~~address, ~~13e-4(c)~~if ~~under~~changed ~~the~~since ~~Exchange~~last ~~Act (17 CFR 240.13e-4(c~~report))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

~~(a)~~ On ~~April~~May 2228, 2013~~,VHGI~~ ~~Holdings~~Lily Group, Inc. (~~the~~ “~~Company~~Lily Group”), ~~Lily~~a ~~Group~~wholly-owned subsidiary of VHGI Holdings, Inc., anentered ~~Indiana~~into ~~corporation~~a ~~and~~Equity ~~indirect~~Investment ~~wholly-owned~~Agreement ~~subsidiary~~with ofAl ~~the~~Rami ~~Company~~Pure LLC (the “~~Lily~~Investor”),. Under ~~and~~the ~~Ariana~~terms ~~Turquoise~~of ~~Investment~~this ASagreement, aat ~~Marshal~~closing ~~Islandscorporation (~~the ~~“Lender”),~~Investor ~~entered~~will ~~into~~lend us approximately $65 million. The investment will be for a ~~loan~~maximum ~~agreement~~term (of 10 years. As consideration, the ~~“Loan~~Investor ~~Agreement”)~~will ~~under~~receive ~~which,~~45% ifof ~~all~~Lily ~~closing~~Group ~~conditions~~and ~~are~~a ~~met~~lien on Lily Group’s assets, together with royalties and/or dividends at the ~~Lender~~rate ~~would~~of ~~agree~~1.25% toper ~~lend~~annum. We have the right to buy back the equity in Lily aGroup ~~total~~at the end of ~~$65~~any calendar year,~~047,083~~ on the basis of the fair market valuation of the outstanding.33 The (closing of the ~~“Loan”),~~Equity Investment Agreement is subject to ~~the~~a ~~terms~~number ~~and~~of conditions ~~set~~precedent, ~~forth~~including ~~therein~~delivery of a letter of credit in the amount of $10.5 ~~The~~million, ~~Loan~~the ~~would~~finalization ~~have~~of a ~~term~~definitive use of ~~ten~~proceeds ~~years~~ and ~~accrue~~the ~~interest~~company atreaching aan ~~rate~~agreement ofwith 4its current senior secured lender.~~25%~~ We ~~per~~are ~~annum,~~actively engaged in efforts to satisfy these conditions precedent with ~~payments~~the goal of ~~interest~~closing ~~being~~the ~~made~~transaction ~~annually~~as insoon ~~advance~~as ~~(except~~practicable. However, ~~for~~given the ~~first~~number ~~such~~of ~~payment,~~conditions which ~~could~~ must be ~~deducted~~satisfied, ~~from~~there ~~the~~are ~~proceeds~~no ofassurances ~~the~~this ~~Loan)~~transaction will be consummated.

InEffective ~~addition~~May 28, 2013 Lily Group also entered into a Memorandum of Understanding with Lily Group Holdings Company (“LGHC”), an entity owned by Mr. Risinger, our Chief Executive Officer. Pursuant to ~~Lender’s~~the ~~completion~~terms of ~~additional~~the ~~diligence~~Memorandum of Understanding, LGHC will obtain the aforementioned letter of credit and certain other ~~closing~~personal ~~conditions~~guarantees ~~set~~required ~~forth~~by inthe Investor to satisfy the ~~Loan~~security ~~Agreement~~requirement for the loan. As consideration, ~~Lender’s~~Lily ~~obligation~~Group will permit LGHC to ~~make~~hold ~~disbursements~~the ~~under~~net proceeds of the ~~Loan~~loan isin ~~expressly~~an ~~conditioned~~account ~~upon~~of its choosing and release the ~~Company'~~funds for Lily Group’s ~~securing~~benefit ofin aaccordance ~~$13~~with ~~million~~the ~~letter~~specific use of ~~credit~~proceeds to be agreed upon by Lily Group and the Investor.

~~Item~~We ~~2.03 Creation~~previously ofreported that in April 2013 we entered into a ~~Direct~~similar ~~Financial~~loan ~~Obligation~~agreement orwith anAriana ~~Obligation~~Turquoise ~~under~~Investment anAS, ~~Off-BalanceSheet~~the ~~Arrangement~~closing of awhich ~~Registrant~~was subject to the satisfaction of certain conditions precedent. Those conditions precedent were not satisfied and that agreement was not consummated. The aforedescribed Equity Investment Agreement represents replacement financing for our company.

(a) As described in further detail under Item 1.01 above, on April 22, 2013, the Company and Lily entered into the Loan Agreement with the Lender.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description

10.1 Loan Agreement dated April 22, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Company~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		VHGI HOLDINGS, INC.
	VHGI Holdings, Inc.
		(Company)
Date: June 19, 2013	By: /s/ Paul R. Risinger
Date	April 26, 2013
	Paul R. Risinger, Chief Executive Officer
By:		/s/ Paul R. Risinger
Name:		Paul R. Risinger
Title:		Chief Executive Officer

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