UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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.
Except as reported in the report on the audited financial statements for
the fiscal years ended July 31, 2007 and 2006 which stated that "the Company
has incurred significant losses from operations, anticipates additional
losses in the next fiscal year, and has insufficient working capital as of
July 31, 2007 to fund the anticipated losses. These conditions raise
substantial doubt as to the ability of the Company to continue as a going
concern," the report of Danziger Hochman Partners LLP on our financial
statements for the fiscal years ended July 31, 2007 and 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, as amended, 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 [date] 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 October 27,
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: October 27, 2008
By:/s/ Michael Levine
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(Signature)
Name: Michael Levine
Title: Chief Executive
Officer and President