UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15 (dD) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): September ~~July~~ 30, 2004

OPTIGENEX INC. ~~(Exact name of registrant as specified in its charter)~~

Delaware	333-85460	841595734
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Its Charter)

750 Lexington Avenue, New York, NY	10022
(Address of principal executive offices)	(zip code)

Delaware

~~Registrant's~~(State ~~telephone~~or ~~number,~~Other ~~including~~Jurisdiction of ~~area code (212~~Incorporation) ~~905-0189~~

VIBRANT HEALTH INTERNATIONAL 8907 East Chenango Avenue, Greenwood Village, Co. 85714 (Former name or former address, if changed since the last report)

333-85460	841595734
(Commission File Number)	(IRS Employer Identification No.)

~~Item~~ 750 1.Lexington ~~Change~~Avenue, inNew ~~Control~~York, New York 10022 (Address of ~~Registrant~~Principal Executive Offices) (Zip Code)

~~Pursuant to the terms of an Asset Purchase Agreement~~ (~~“Purchase Agreement”~~212) ~~dated July 30, 2004 by and among the Registrant, Optigenex Acquisition Corp. (“Acquisition Sub”), a wholly~~905-owned subsidiary of the Registrant, Thomas McAdam, who, prior to the consummation of the Purchase Agreement was a principal shareholder and the sole officer and director of the Registrant, and Optigenex, Inc. (“Old Optigenex”), a privately-held Delaware corporation, a change of control of the Registrant occurred. Pursuant to the Purchase Agreement on July 30, 2004, Acquisition Sub acquired (the “Acquisition”) substantially all of the assets of Old Optigenex (“Optigenex Assets”) in exchange for (i) Registrant issuing Old Optigenex 8,621,255 shares of Registrant’s common stock (“Vibrant Shares”), which represents approximately 94% of Registrant’s common stock immediately after the after the Acquisition on a fully-diluted basis, and (ii) the assumption by Acquisition Sub of all of the debts, obligations, duties and liabilities of Old Optigenex and its business (“Optigenex Liabilities”). In addition, Registrant issued Old Optigenex 681,895 options (“Substitute Options”) and 111,668 warrants (“Substitute Warrants”) to purchase Vibrant common stock. The number of Substitute Options and Substitute Warrants equal the number of Old Optigenex options (“Optigenex Options”) and warrants (“Optigenex Warrants”) outstanding at the time of the Acquisition, and the Substitute Options and Substitute Warrants will have the same exercise price and be on the same terms as the Old Optigenex Options and Old Optigenex Warrants. 0189

In connection with the Acquisition, Richard S. Serbin and William G. Walters, each of whom was a director of Old Optigenex, were appointed directors of Registrant and Mr. McAdam resigned as a director and officer of Registrant. In addition, Joseph W. McSherry was appointed Chief Financial Officer of the Registrant. After the Acquisition, Old Optigenex liquidated, thereby distributing the Vibrant Shares, the Substitute Options and Substitute Warrants to the shareholders, optionholders and warrantholders of Old Optigenex. In addition, Registrant, a Nevada corporation, merged (~~the “Merger”) with and into Optigenex Merger Inc., a wholly-owned subsidiary of~~ Registrant,’s ~~with~~Telephone ~~Optigenex Merger Inc. being the surviving corporation. Pursuant to the Merger~~Number, ~~Registrant~~Including ~~changed~~Area ~~its name to Optigenex Inc.~~ Code)

~~Item~~(Former 2.Name ~~Acquisition~~ or ~~Disposition~~Former ofAddress, ~~Assets~~if Changed Since Last Report)

InCheck ~~connection with~~ the ~~Acquisition,~~appropriate ~~Acquisition~~box ~~Sub,~~below aif ~~wholly-owned subsidiary of~~ the ~~Registrant,~~Form ~~acquired~~8-K ~~the~~filing ~~Optigenex~~is ~~Assets.~~intended ~~Pursuant~~ to ~~the~~simultaneously ~~terms~~satisfy of the ~~Purchase~~filing ~~Agreement,~~obligation ~~the~~of ~~Registrant issued~~ the ~~Vibrant~~registrant ~~Shares,~~under ~~the~~any ~~Substitute Options and Substitute Warrants and assumed all~~ of the ~~Optigenex~~following ~~Liabilities.~~provisions ~~The~~(see ~~consideration~~General ~~exchanged~~Instruction ~~by the Registrant in connection with the Purchase Agreement was determined by negotiations among certain parties to the Purchase Agreement~~A.2. below):

~~The Optigenex~~o Written ~~Assets~~communications ~~consist~~pursuant ~~primarily~~to ofRule ~~intellectual~~425 ~~property~~under ~~and certain tangible assets in Brazil, which Old Optigenex utilized in connection with its business, which centers around~~ the ~~use~~Securities ofAct ~~its~~(17 ~~technology~~CFR ~~in DNA repair that competes in the age-management and wellness market~~230. ~~The Registrant intends to conduct the same line of business as Old Optigenex.~~ 425)

~~Prior~~o Soliciting tomaterial ~~the~~pursuant ~~negotiation~~to ofRule ~~the~~14a-12 ~~Purchase~~under ~~Agreement, there was no relationship between~~ the ~~Registrant~~Exchange ~~and~~Act ~~Old~~(17 ~~Optigenex,~~CFR ~~their respective affiliates, directors and officers, or any associate of any such director or officer~~240.14a-12)

~~The~~o Pre-commencement ~~description~~communications ofpursuant ~~the Purchase Agreement in this report is qualified in its entirety by reference~~ to ~~the~~Rule ~~copy~~14d-2(b) ofunder the ~~Purchase~~Exchange ~~Agreement~~Act ~~which~~(17 isCFR ~~attached as an exhibit to this current Report on Form 8-K and which is incorporated herein by reference~~240.14d-2(b))

~~Item~~o Pre-commencement 7.communications ~~Financial~~pursuant ~~Statements~~to ~~and~~Rule ~~Exhibits~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(a)~~Item ~~Financial~~4.01 ~~Statements~~Changes ofin ~~Business~~Registrant’s ~~Acquired.~~Certifying Accountant

On July 30, 2004, Vibrant Health International (b“Vibrant”), ~~Pro~~through ~~Forma~~its ~~Financial~~wholly-owned ~~Information~~subsidiary Optigenex Acquisition Corp. acquired substantially all of the assets of Optigenex Inc., a privately held Delaware corporation (“Old Optigenex”) in exchange for approximately 94% of the then outstanding common stock of Vibrant. Vibrant then merged with and into another of its wholly-owned subsidiaries, Optigenex Merger Corp. (“Merger Sub”), a Delaware Corporation, thereby changing its state of incorporation from Nevada to Delaware, and changing its name to Optigenex Inc. (the “Company”). This transaction resulted in a change in control of Vibrant.

The ~~historical~~independent ~~and~~auditing ~~Pro~~firm ~~Forma~~of ~~Financial~~Ehrhardt ~~Information~~Keefe ~~required~~Steiner to& beHottman ~~filed~~PC as(“Ehrhardt”) ~~part~~has audited the financial statements of ~~this~~Vibrant ~~Current~~for ~~Report~~the fiscal years ended December 31, 2002 and 2003. Ehrhardt’s reports on ~~Form~~Vibrant’s ~~8-K~~financial statements for the fiscal years ended December 31, if2002 ~~any~~and December 31, ~~will~~2003 bedid ~~filed~~not ~~within~~contain 60an ~~days~~adverse opinion or a disclaimer of ~~the~~opinion; ~~due~~nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that such reports included an explanatory paragraph identifying certain matters that raised substantial doubt about Vibrant’s ability to continue as a going concern. During Vibrant’s two most recent fiscal years and subsequent interim periods preceding the date of this ~~Report~~report, there were no disagreements with Ehrhardt on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

~~(c)~~The ~~Exhibits~~independent accounting firm of Goldstein Golub Kessler LLP audited the financial statements of Old Optigenex since its inception in July 2002. Accordingly, the Company’s Board of Directors asked for and received Ehrhardt’s resignation on September 30, 2004, and appointed Goldstein Golub Kessler LLP as its independent accountants for the year ending December 31, 2004.

~~The~~Item ~~exhibits~~9.01 ~~filed~~Financial asStatements ~~part~~and ~~of this Current Report on Form 8-K are listed in the attached Index to~~ Exhibits.

~~INDEX~~(c) TOExhibits ~~EXHIBITS~~

Exhibit	Description
2.1	Asset Purchase Agreement dated as of July 30, 2004 by and among Vibrant Health International, Optigenex Acquisition Corp., Thomas H. McAdam and Optigenex Inc.
2.2	Certificate of Ownership and Merger of Vibrant Health International Into Optigenex Merger Inc.
3.1	Certificate of Incorporation of Registrant (formerly known as Optigenex Merger Inc.)
3.2	By-laws of Optigenex Inc.

The following exhibit is filed as part of this report:

Exhibit No. Description

16.1	Letter dated October 1, 2004, from Ehrhardt Keefe Steiner & Hottman PC to the Securities and Exchange Commission regarding the statements included in this report.

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.

OPTIGENEX INC. ~~By: /s/ Richard S. Serbin Richard S. Serbin, Chief Executive Officer, President and Secretary~~

~~Dated~~By: ~~August~~/s/ ~~11,~~Richard ~~2004~~S. Serbin_______

Richard S. Serbin,

Chief Executive Officer

Dated: October 5, 2004

INDEX TO EXHIBITS

Exhibit	Description
16.1	Letter dated October 1, 2004, from Ehrhardt Keefe Steiner & Hottman PC to the Securities and Exchange Commission regarding the statements included in this report.

Filing Compare · OPTIGENEX INC.