[Letterhead of Amy M. Trombly, Esq. ]
February 5, 2007
Delivered by electronic submission via EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 7010
Washington, DC 20549
Attn: Mr. Mark Shuman
Re: Vital Products, Inc.
Registration Statement on Form SB-2, as amended
File Number: 333-127915
Dear Mr. Shuman:
I am securities counsel for Vital Products, Inc. (the "Company"). On
January 10, 2007, we spoke with Mr. Blaise Rhodes and Ms. Tia Jenkins from the
Securities and Exchange Commission along with the Company's auditor and
accountant regarding comment 28 of the Staff's letter dated December 4, 2006.
As a result of the phone call, Mr. Rhodes and Ms. Jenkins agreed to review the
Company's response to comment 28 in advance of the rest of the Company's
responses to the letter from the staff of the Securities and Exchange
Commission (the "Staff") in their letter dated December 4, 2006. We are
attaching our response to comment 28.
Form SB-2/A
On The Go Healthcare, Inc. Audited Financial Statements
Predecessor Financial Statement Presentation, page F-1
Comment 28. Two years of audited financial statements of an issuer are
required to be presented in SB filings, but if the issuer was not
in existence for the entire two-year period and acquired a
business or succeeded to the operations of a business that was
in existence for periods that the issuer was not, financial
statements for the acquired business must be presented for periods
prior to the acquisition. Since the Childcare Division of On The
Go Healthcare is the predecessor entity to Vital Products, you
must present separate audited statements of operations, cash
flows and stockholder's equity of the predecessor up to the date
preceding the acquisition, i.e., August 1, 2004- July 4, 2005.
Explanatory footnotes are required for this period as well.
Statements of operations and cash flows for the successor period,
July 5, 2005 - July 31, 2005 are required as well to complete the
2005 presentation. To avoid confusion concerning the presentation
of financial statements for the post-merger period, you should
disclose that the financial statements of the issuer for the
period from May 27, 2005 (inception) to July 31, 2005 include
the results of operations and cash flows of the predecessor
entity from July 5, 2005 (date of acquisition) to July 31, 2005.
Please note that you must present this bifurcated presentation
in any document filed with the Commission for which 2005
financial statements are required.
Response 28. In response to the Staff's most recent comment, the Company has
complied with the Staff's previous comments regarding the
financial statements included in the registration statement.
On October 14, 2005, the Staff asked the Company to
amend its registration statement to include audited financial
statements for the most recent fiscal year. On January 20, 2006,
the Company revised the registration statement and disclosure to
include the audited financial statements for the year ended
July 31, 2005 and inadvertently removed the historical financial
statements which the Company subsequently put back into the
Registration Statement in its February 24, 2006 filing. It their
letter dated March 22, 2006, the Staff asked in comment 50 that
the Company revise the registration statement to include interim
financial statements for the period ending April 30, 2005 and the
Company complied with the Staff's request. In addition, the
Company included financial statements for the period ended
April 30, 2006. In comment 65, the Staff asked the Company to
provide pro forma financial statements showing the effects of
the acquisition and the Company complied. On October 27, 2006,
the Staff asked the Company to update its registration statement
to include audited financial statements for the year ended
July 31, 2006. On December 4, 2006, the Company complied with
the Staff's request.
The Company has further evaluated the nature of the transfer of
assets between On the Go and Vital. Additionally, management has
had further discussions with management of On the Go regarding
the transfer of assets and, as a result, the Company determined
that providing predecessor financials for the period from
August 1, 2004 - July 4, 2005 and Statements of Operations
and Cash Flows for the successor period, July 5, 2005 -
July 31, 2005 would provide shareholders with the most
meaningful information.
The predecessor had wound down its childcare division to the
products Vital purchased, which included "...all of [On the Go
Healthcare's] right, title and interest in certain Intellectual
Property, Equipment and Agreements relating to its Childcare
Division, on the terms and conditions stated in th[e Asset Sale]
Agreement." This included molds and dies related to the Baby
Bath, packaging molds and dies for the padded training seat, a
mixing tank and 2kw RF welder as well as sealing machine dies,
custom equipment to produce the padded training seat and
formulations related to producing materials. In addition, the
intellectual property used in the childcare division, the
agreements and orders associated with the childcare division,
listings on all national retailers across Canada, the books
and records, and all rights and claims or causes of action
against third parties relating to any of theses assets arising
from or based on events or circumstances occurring or existing
or omissions to act occurring prior to the time of closing, as
well as the assumption of liabilities. Therefore, since the
Company purchased all of the predecessor's significant assets
in Onthe Go's childcare division, the Company believes the
comparison is meaningful. If the Staff concurs, the Company
intends to add financial statements for the childcare
division for the period August 1, 2004 to the date preceding
the acquisition, July 4, 2005, and Statements of Operations
and Cash Flows for the successor period, July 5, 2005 -
July 31, 2005 to the Registration Statement to complete
the 2005 presentation.
We appreciate that the Staff has agreed to review this issue in advance of the
Company filing an amendment and acknowledge that the Company will need to
respond to the remaining comments issued by the Staff it in its letter dated
December 4, 2006. If you have further questions or comments, please feel
free to contact us. We are happy to cooperate in any way we can.
Regards,
/s/ Amy M. Trombly
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Amy M. Trombly