UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~September~~ April 1117, ~~2012~~2013

Vitamin Blue, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-54247	33-0858127
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1005 West 18th Street, Costa Mesa, CA 92627

(Address of principal executive offices)

Registrant's telephone number, including area code: (949) 645-4592

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:

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

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

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

~~[ ] Pre-commencement communications pursuant to Rule 13e-4~~(~~c) under the Exchange Act (~~17 CFR 240.~~13e~~14d-42(cb))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

(17 CFR 240.13e-4(c))

FORM 8-K

Section 38 – ~~Securities~~Other ~~and Trading Markets~~Events

Item 38.0201 ~~Unregistered~~Other ~~Sales of Equity Securities~~Events.

On ~~September~~April 717, ~~2012~~2013, ~~the~~ Vitamin Blue, Inc. (“Vitamin Blue” or the “company”) ~~Board~~entered ofinto ~~Directors~~certain ~~authorized~~Amended ~~the~~and ~~issuance~~Restated ofConvertible anPromissory ~~aggregate~~Notes ofwith ~~20,000,000~~James ~~shares of authorized~~Yeung, ~~but previously unissued common stock. The securities were issued on September 11, 2012 to Jonathan Brennan,~~ an individual, ~~pursuant~~and toCasprey ~~the~~Capital ~~terms of a service agreement with Noobis, Inc~~Corp., ina ~~consideration~~New ~~for~~York ~~services~~corporation ~~performed~~(“Casprey”) orowned tocontrolled beby ~~performed in connection with the design, maintenance and support of the company’s website~~Mr. ~~The~~ ~~value~~Yeung of (the ~~consideration~~“Amended ~~was~~Notes”), ~~determined~~which toAmended beNotes ~~approximately~~replace ~~$40,000,~~and ~~based~~extinguish ~~upon~~certain ~~the~~previously ~~services~~executed ~~performed~~convertible ornotes tobetween ~~be performed under~~ the ~~service agreement~~parties.

OnThe ~~September~~Amended ~~11,~~Notes ~~2012,~~replace convertible promissory notes payable to Mr. Yeung in the ~~Board~~principal amount of ~~Directors~~$145,000, ~~authorized~~and to Casprey in the ~~issuance~~principal amount of 11$20,000~~,000~~ ~~shares~~and incorporate the original terms of ~~authorized~~the notes, ~~but~~except ~~previously~~as ~~unissued~~to ~~common~~the ~~stock~~conversion price. The ~~securities~~original ~~were~~notes ~~issued~~bear oninterest ~~September~~at ~~12,~~8% ~~2012~~per toannum ~~James~~on ~~Yeung,~~the anunpaid ~~individual,~~balance ~~pursuant~~until topaid ~~the~~or ~~conversion~~until ofdefault. The ~~certain~~notes ~~outstanding~~may ~~convertible~~be ~~promissory~~prepaid ~~notes~~in full or in ~~the~~part ~~amount~~at ofany ~~$13,200,~~time without penalty or $0premium.~~0012~~ Partial ~~per~~prepayments ~~share~~shall be applied to installments due in reverse order of their maturity. Each note becomes due one year after issuance. The notes ~~represent~~issued ~~company~~to ~~debts~~Mr. ~~from~~Yeung ~~March~~have ~~2010~~past their due date except for $65,000, and ~~April~~both ~~2010~~notes issued to Casprey have passed their due date.

The ~~shares~~notes ofprovide that the ~~above~~holder ~~referenced~~has the right at any time to convert the outstanding principal and accrued interest into shares of Vitamin Blue common stock. The ~~were~~original ~~issued~~notes inprovided ~~private,~~that ~~isolated~~the ~~transactions~~conversion price per share was equal to ~~two~~sixty ~~persons~~(60%) ~~familiar~~of ~~with~~the average bid and ~~having~~ask ~~knowledge~~price of ~~the~~our ~~company’s~~common ~~business. In~~stock ~~issuing~~for the ~~shares,~~previous ~~the~~five ~~company~~trading ~~relied~~days, onor if the ~~exemption~~common ~~from~~stock ~~registration~~has ~~under~~not traded in the ~~Securities~~last ~~Act~~30 ofbusiness ~~1933~~days, ~~provided~~then ~~by Section~~sixty 4percent (260%) of the price that ~~Act~~the company’s common stock was last issued to a non-affiliated investor. The holder may elect payment of the principal of this note, before any repayment of interest.

Our common stock was accepted for quotation on the OTCBB in September 2012, although there has been limited trading in the shares and the share price has been volatile. Accordingly, following conversion of notes into the company’s shares, the holder is subject to the volatility of the market and may not be able to receive an equitable price upon sale of the shares. Mr. Yeung has provided funding to the company in exchange for convertible promissory notes for more than three years. As an incentive for Mr. Yeung to possibly advance future funds, the company believes it to be in its best interest to revise the conversion price to a fixed price of $0.0001 per share due to market conditions. The Amended Notes provide for the new conversion price to be applied to all prior outstanding notes held by Mr. Yeung and Casprey. There can be no assurance that Mr. Yeung will make future advances to the company under the revised terms of the Amended Notes, or otherwise.

Notes about Forward-looking Statements

Statements contained in this current report which are not historical facts, may be considered "forward-looking statements," which term is defined by the Private Securities Litigation Reform Act of 1995. Any “safe harbor under this Act does not apply to a “penny stock” issuer, which definition would include the company. Forward-looking statements are based on current expectations and the current economic environment. We caution readers that such forward-looking statements are not guarantees of future performance. Unknown risks and uncertainties as well as other uncontrollable or unknown factors could cause actual results to materially differ from the results, performance or expectations expressed or implied by such forward-looking statements.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description
10.1	Amended and Restated Convertible Promissory Note payable to James Yeung
10.2	Amended and Restated Convertible Promissory Note payable to Casprey Capital Corp.

SIGNATURES

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

	Vitamin Blue, Inc.
Date: September 17, 2012	By: /S/ Frank D. Ornelas
Date: April 23, 2013	By: /S/ Frank D. Ornelas
	Frank D. Ornelas
	President

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