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 29, 2008
VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-127915 98-0464272
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
35 ADESSO ROAD CONCORD ONTARIO, CANADA L4K 3C7
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (905) 738-5216
Not applicable.
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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-4(c))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On July 25, 2008, we received notice that Danziger Hochman Partners LLP, our
independent registered public accountants, would be merging with MSCM LLP,
with MSCM LLP as the surviving entity. The merger was effective August 1, 2008.
Effective September 29, 2008, our board of directors approved the engagement of
MSCM LLP as our new independent accountant concurrent with their merger of
Danziger Hochman Partners LLP for the fiscal year ended July 31, 2008.
The reports of Danziger Hochman Partners LLP on our financial statements for
either of the fiscal years ended July 31, 2007 or July 31, 2006, did not
contain an adverse opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope, or accounting principles.
In connection with the audit for the past two fiscal year and through
September 29, 2008, there were no disagreements with Danziger Hochman Partners
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Danziger Hochman Partners LLP, would have
caused Danziger Hochman Partners LLP to make reference to the subject matter
of the disagreements in connection with its audit reports on our financial
statements.
During our fiscal years ended July 31, 2008 and 2007 and through
September 29, 2008, no one on our behalf has consulted with MSCM LLP regarding:
(i) the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
our financial statements, and neither a written report was provided to us
nor oral advice was provided that MSCM LLP concluded was an important factor
considered by us in reaching a decision as to any accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of
a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation S-K) or a reportable
event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
We provided Danziger Hochman Partners LLP with a copy of this current report
on Form 8-K and requested it to furnish a letter addressed to the United
States Securities and Exchange Commission stating whether or not it agrees
with the above disclosures. A copy of Danziger Hochman Partners LLP's letter
dated September 29, 2008 is filed as Exhibit 16.1 hereto and incorporated
herein by reference.
ITEM 9.01 EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
16.1 Letter from Danziger Hochman Partners LLP to the Securities and
Exchange Commission, dated September 29, 2008 (filed herewith).
SIGNATURE
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.
Vital Products, Inc.
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(Registrant)
Date: September 29, 2008
By:/s/ Michael Levine
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(Signature)
Name: Michael Levine
Title: Chief Executive Officer and
President