FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* BRODSKY VICTOR J (Last) (First) (Middle) 16000 VENTURA BLVD, SUITE 301 (Street) ENCINO CA 91436 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol VERTICAL BRANDING, INC. [ vbdg ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President & CFO, Secy
	3. Date of Earliest Transaction (Month/Day/Year) 12/17/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock $.001 Par Value	12/17/2007		A(1)		75,000(1)	A	$0(1)	196,103(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$0.43	12/17/2007		A		100,000		(3)	12/17/2017	Common Stock Par Value $.001	100,000	$0	325,000(4)	D

Explanation of Responses:

1. On December 17, 2007, Victor Brodsky received a restricted stock award in the amount of 75,000 shares of the Issuer's common stock, granted under the Issuer's 2006 Equity Incentive Plan. 37,500 shares will vest on December 31, 2007, and the balance of the shares vest ratably over a period of six months, thereafter.

2. In addition, Mr. Brodsky owns 25,000 shares of Series A Preferred Stock, which is convertible into 50,000 shares of common stock par value $.001.

3. On December 17, 2007, under the Issuer's 2006 Equity Incentive Plan, Victor Brodsky was granted options to purchase 100,000 shares of the Issuer's common stock par value $.001. Options to purchase 25,000 shares vest on December 31, 2007, and the balance vest ratably over a period of 18 months, thereafter.

4. Includes 75,000 shares underlying warrants purchased in previous financing transactions of the issuer.

	Victor Brodsky	12/18/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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