Amy M. Trombly, Esq.
amy@tromblybusinesslaw.com
February 27, 2008
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. Matthew Crispino
Re: Vital Products, Inc.
Amendment No. 8 to Registration Statement on Form S-1
Filed January 30, 2008
File Number: 333-127915
Dear Mr. Crispino:
I am securities counsel for Vital Products, Inc. (the "Company"). I enclose
for filing under the Securities Act of 1933, as amended, Amendment No. 8 to
Registration Statement No. 333-127915, together with certain exhibits thereto
(the "Registration Statement").
Amendment No. 8 to the Registration Statement contains revisions that have
been made in response to comments received from the staff of the Securities
and Exchange Commission (the "Staff") in their letter dated February 22, 2008.
Set forth below are the Company's responses to the Staff's comments. The
numbering of the responses corresponds to the numbering of comments in the
letter from the Staff.
Form SB-2/A
General
Comment 1. Form SB-2 has been eliminated as of February 4, 2008. Therefore,
amendments to your registration statement must be filed on a
Form S-1/A. You may continue to use, however, the disclosure
format and content of the Form SB-2 until August 4, 2008. See
Release No. 33-8876 (Dec. 19, 2007).
Response 1. The Company notes the Staff's comment.
Comment 2. Your response to comment 1 of our letter dated January 8, 2008
indicates that the beneficiaries of the trust will be determined
at the time of effectiveness of the registration statement.
Nevertheless, in your response letter, please provide us, for
each officer, director and more than ten percent holder of On
The Go Healthcare, the approximate number of and percentage of
shares of Vital Products' stock that each of those On The Go
Healthcare affiliates would be entitled to receive, if the
distribution were to have occurred as of a recent date.
Response 2. Based on the public filings of On The Go Healthcare, Inc.,
including its annual report on Form 10-KSB for the fiscal year
ended July 31, 2007 and Schedule 13Ds filed by its greater
than five percent holders, the table below sets forth On The
Go Healthcare's officers, directors and more than ten percent
holders and the approximate number of and percentage of the
Company's stock that each would receive if the assets of the
Trust were to be distributed February 22, 2008. The purpose
of this table is to summarize ownership of Vital Products
stock which would result from a distribution of the Trust
assets on a recent date. The table does not include ownership
of Vital Products, Inc. common stock issued separate and apart
from the trust.
Name Number of On Percentage of Number of Vital Percentage of
The Go On The Go Products, Inc. Vital Products,
Healthcare Healthcare, Shares Held in Inc. Common
Common Shares Inc. Common Trust to Benefit Stock (3)
Owned Stock (1) Shareholders of
On The Go
Healthcare (2)
Stuart Turk 300,000 (4) * 1,419 *
The Cellular
Connection,
Ltd. 0 (4) * 0 * (5)
Evan
Schwartzberg 200 * 1 *
Ralph Magid 200 * 1 *
* less than 1%
(1) Based on 211,558,571 shares issued and outstanding on February 22, 2008,
as provided by On The Go Healthcare, Inc.'s transfer agent,
Intercontinental Registrar and Transfer Agency.
(2) There are an aggregate of 1,000,000 shares of Vital Products, Inc. common
stock held in the Trust.
(3) Based on 10,750,000 shares issued and outstanding on February 22, 2008.
(4) As set forth in Schedule 13D/A filed November 7, 2007 and adjusted for a
1 for 50 reverse split effective November 16, 2007.
(5) The Cellular Connection, Ltd. was issued 500,000 shares of Vital
Products, Inc. common stock on May 27, 2005 for services rendered, as
disclosed in the Registration Statement under "Selling Security Holders."
Such shares were not issued by the Trust and are not included in this
table.
Financial Statements for the Three Months Ended October 31, 2007
Statements of Operations, F-3
Comment 3. We note you recorded $182,518 as a gain on currency exchange rate.
Considering that the Canadian dollar appreciated by approximately
$0.11 against the U.S. dollar during the quarter ended
October 31, 2007, show us how this significant gain was generated
and explain how your accounting treatment is consistent with
SFAS 52.
Response 3. According to SFAS 52, paragraph 15, "Foreign currency transactions
are transactions denominated in a currency other than the entity's
functional currency. Foreign currency transactions may produce
receivables or payables that are fixed in terms of the amount of
foreign currency that will be received or paid. A change in
exchange rates between the functional currency and the currency
in which a transaction is denominated increases or decreases the
expected amount of functional currency cash flows upon settlement
of the transaction. That increase or decrease in expected
functional currency cash flow is a foreign currency transaction
gain or loss that generally shall be included in determining net
income for the period in which the exchange rate changes."
The Company's functional currency is the Canadian dollar because the Company
principally operates in Canada. The Company translates its functional currency
to U.S. dollars at the end of each reporting period. The $182,518 gain on
currency exchange rate principally relates to the Company's $1,545,433 note
payable which is payable in a fixed foreign currency (U.S. dollars). The
Canadian to U.S. dollar exchange rate at July 31, 2007 was 1.0668 to 1, while
the exchange rate at October 31, 2007 was .9447 to 1, an exchange gain of .1221
between the two ending periods. These exchange rates are obtained from the
Bank of Canada website (www.bankofcanada.ca). At July 31, 2007, the Company's
note payable balance totaled $1,471,842 which the Company converted to its
functional currency at October 31, 2007 resulting in an exchange gain of
approximately $179,712 [$1,471,842 x .1221 (exchange rate gain)]. The Company
used the same methodology in calculating the accrued interest on the note
payable during the quarter ended October 31, 2007 but using the average
exchange rate during the period which resulted in a gain of $2,545.
Accordingly, the Company believes it has followed SFAS 52 with regards to
its calculation of the gain on currency exchange rate reported within its
Statements of Operations for the period ended October 31, 2007.
Exhibits
Exhibit 5.1
Comment 4. We note that the legal opinion is limited by the applicable
provisions of the Nevada Revised Statutes and reported judicial
decisions interpreting those laws. Vital Products, however, is
incorporated in Delaware. Please revise the legal opinion to
address the law of Delaware or explain the applicability of
Nevada law to the registration statement.
Response 4. The Company has complied with the Staff's comment.
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