UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended April 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from _________ to __________

Commission file number: 333-127915

VITAL PRODUCTS, INC.
---------------------
(Exact name of registrant as specified in its charter)

Delaware 98-0464272
---------------------- --------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

245 DRUMLIN CIRCLE, CONCORD, ONTARIO, CANADA L4K 3E4
---------------------------------------------------------
(Address of principal executive offices)

(905) 482-0200
---------------------
(Registrant's telephone number, including area code)

Not Applicable
--------------------
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or such
shorter period that the registrant was required to submit and post such
files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filed,
an accelerated filed, a non-accelerated filed, or a small reporting company.
See the definitions of "large accelerated filer," "accelerated filer" and
"small reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer [ ] Accelerated filer [ ]
Non-Accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of June 17, 2010, the Issuer had 979,455,187 shares of common stock issued
and outstanding, par value $0.0001 per share.

VITAL PRODUCTS, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 2010

TABLE OF CONTENTS
Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements...............................................F1

Balance Sheets as of April 30, 2010 and
July 31, 2009 (unaudited)................................................F1

Statements of Operations for the three and nine months ended
April 30, 2010 and 2009 (unaudited)......................................F2

Statement of Shareholders' Deficit for the nine months
ended April 30, 2010 (unaudited).........................................F3

Statements of Cash Flows for the nine months ended
April 30, 2010 and 2009 (unaudited)......................................F4

NOTES TO FINANCIAL STATEMENTS.........................................F5 - F11

Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................4

Item 3 - Quantitative and Qualitative Disclosures About Market Risk.........10

Item 4T - Controls and Procedures...........................................10

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings..................................................11

Item 1A - Risk Factors......................................................11

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds........13

Item 3 - Defaults Upon Senior Securities....................................13

Item 4 - Submission of Matters to a Vote of Security Holders................13

Item 5 - Other Information..................................................13

Item 6 - Exhibits...........................................................13

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VITAL PRODUCTS, INC.
Balance Sheets
April 30, 2010 (Unaudited) and July 31, 2009
April 30, July 31,
2010 2009
---------- ----------
ASSETS
Current assets
Cash $ 2,326 $ 8,046
Accounts receivable 198,532 25,134
Inventory, net of inventory reserve
of $11,518 (July 31, 2009 - $0) 145,358 41,795
---------- ----------
Total current assets 346,216 74,975
---------- ----------
Other
Equipment, net of accumulated depreciation 0 25,058
---------- ----------
0 25,058
---------- ----------
Total assets $ 346,216 $ 100,033
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities $ 265,000 $ 190,932
Convertible Notes payable to
Cellular Connection Ltd. 156,014 199,457
Advances from related parties 294,019 7,579
---------- ----------
Total current liabilities 715,033 397,968
---------- ----------

SHAREHOLDERS' DEFICIT
Convertible Preferred Stock; $0.01 par value;
1,000,000 shares authorized,
40,000 and 40,000 issued and outstanding
respectively 400 400
Capital stock; $0.0001 par value;
1,000,000,000 shares authorized,
575,455,187 and 30,455,187 issued and
outstanding respectively 57,545 3,045
Additional paid-in capital 3,437,421 2,846,421
Accumulated other comprehensive income 64,011 92,263
Accumulated deficit (3,928,194) (3,240,064)
---------- ----------
Total stockholders' deficit (368,817) (297,935)
---------- ----------
Total liabilities and stockholders' deficit $ 346,216 $ 100,033
========== ==========

See Accompanying Notes to Financial Statements
F1

VITAL PRODUCTS, INC.
Statements of Operations
For the three and nine months ended April 30, 2010 and 2009
(Unaudited)

For The For The For The For The
Three Three Nine Nine
Months Months Months Months
Ended Ended Ended Ended
April April April April
30, 2010 30, 2009 30, 2010 30, 2009
----------- ---------- ----------- ----------

Sales $ 251,087 $ 11,614 $ 262,941 $ 11,614
Cost of sales 177,475 - 205,337 -
----------- ---------- ----------- ----------
Gross profit 73,612 11,614 57,604 11,614
----------- ---------- ----------- ----------
Operating expenses
Depreciation - 1,809 2,078 5,666
Write-down of equipment - - 23,142 -
Selling, general and
administrative expenses 127,098 21,773 524,812 187,898
----------- ---------- ----------- ----------
Total operating expenses 127,098 23,582 550,032 193,564
----------- ---------- ----------- ----------
Net operating loss (53,486) (11,968) (492,428) (181,950)

Other income (expenses)
Financing costs (178,286) (105,176) (250,312) (293,011)
Gain (loss) on currency
exchange rate 13,089 34,477 14,610 (252,350)
Gain on extinguishment
of debt - - 40,000 -
----------- ---------- ----------- ----------
Net loss for the period $ (218,683) $ (82,667) $ (688,130) $ (727,311)
=========== ========== =========== ==========
Net loss per common share,
basic and fully diluted $ (0.00) $ (0.11) $ (0.00) $ (1.58)
=========== ========== =========== ==========
Weighted average number
of common shares
outstanding, basic
and fully diluted 342,754,062 778,612 146,314,528 459,778
=========== ========== =========== ==========

See Accompanying Notes to Financial Statements
F2

VITAL PRODUCTS, INC.
Statement of Changes in Stockholders' Deficit
For the nine months ended April 30, 2010
(Unaudited)

Accumulated
Other
Additional Accumu- Compreh-
Preferred Stock Common Stock Paid-In lated ensive
Number Amount Number Amount Capital Deficit Income Total
- ----------------------------------------------------------------------------------------------

Balance,
July 31, 2009 40,000 $400 30,455,187 $ 3,045 $2,846,421 ($3,240,064) $92,263 $(297,935)

Issuance of stock
for consulting
services - - 65,000,000 6,500 351,000 - - 357,500

Beneficial conversion
Feature on convertible
promissory note - - - - 144,000 - - 144,000

Issuance of stock
for conversion of
promissory note - - 480,000,000 48,000 96,000 - - 144,000

Foreign
currency
translation - - - - - - (28,252) (28,252)

Net loss for
the period - - - - - (688,130) - (688,130)
- ----------------------------------------------------------------------------------------------
Balance,
April 30, 2010 40,000 $400 575,455,187 $57,545 $3,437,421 ($3,928,194) $64,011 $(368,817)
==============================================================================================

See Accompanying Notes to Financial Statements
F3

VITAL PRODUCTS, INC.
Statements of Cash Flows
For the nine months ended April 30, 2010 and 2009
(Unaudited)

For The For The
Nine Nine
Months Months
Ended Ended
April April
30, 2010 30, 2009
----------- ----------
Operating activities
Net loss for the period $ (688,130) $(727,311)
Adjustments to reconcile net loss to net cash used
by operating activities:
(Gain) loss on currency exchange rate (14,610) 252,350
Depreciation 2,078 5,666
Write-down of equipment 23,142 -
Interest on notes payables - 264,930
Accretion on debt discount and interest 217,015 17,500
Gain on extinguishment of debt (40,000) -
Stock based expenses 357,500 100,000
Change operating assets and liabilities:
Accounts receivable (165,266) (10,783)
Inventory (97,141) (10,197)
Accounts payable and accrued liabilities 60,070 (18,932)
Advances from related parties 289,560 -
----------- ----------
Net cash used in operating activities (55,744) (126,777)
----------- ----------
Financing activities
Payment on advances - (11,574)
Proceeds from Convertible Notes Payable 35,000 150,000
----------- ----------
Net cash provided by financing activities 35,000 138,426
----------- ----------
Foreign currency translation effect 15,024 8,988
----------- ----------
Net increase in cash (5,720) 20,637
Cash at beginning of period 8,046 2,802
----------- ----------
Cash at end of period $ 2,326 $ 23,439
=========== ==========

Non-cash financing activities:
Conversion of Convertible Note Payable $ 144,000 $ -

See Accompanying Notes to Financial Statements

VITAL PRODUCTS, INC.
Notes to Financial Statements
April 30, 2010 and 2009
(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS FOR PRESENTATION

The accompanying unaudited financial statements of Vital Products, Inc. have
been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. The financial statements should be
read in conjunction with the annual financial statements for the year ended
July 31, 2009 of Vital Products, Inc.

The interim financial statements present the balance sheet, statements of
operations, stockholders' equity and cash flows of Vital Products, Inc. The
financial statements have been prepared in accordance with accounting
principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly the financial position as of
April 30, 2010 and the results of operations, stockholders' equity and cash
flows presented herein have been included in the financial statements. All
such adjustments are of a normal and recurring nature. Interim results are
not necessarily indicative of results of operations for the full year.

NOTE 2 - GOING CONCERN

Liquidity and Going Concern

During the nine months ended April 30, 2010 and 2009, the Company incurred
losses of ($688,130) and ($727,311), respectively, and cash used in operations
was ($55,744) and ($126,777), respectively. The Company financed its
operations through loans payable from related parties and vendors' credit.
Additionally, the Company paid its employees and consultants in common stock
to preserve cash.

The Company entered into a License Agreement on February 27, 2010 with Den
Packaging Corporation, in which the Company's Chief Executive Officer has a
majority ownership interest. For the nine months ended April 30, 2010 and
2009, $230,798 and $0 of the Company's revenue, respectively, is a result
of this License Agreement. This License Agreement is has a duration of
one year and is renewable monthly thereafter and can be cancelled by
Licensor on 60 days notice.

The Company has allowed for a lender to secure a portion of Company assets
up to 200% of the face value of convertible notes payable as disclosed in
Note 4.

Management believes that the current cash balances at April 30, 2010 and net
cash proceeds from operations will not be sufficient to meet the Company's
cash requirements for the next twelve months.
F5

Accordingly, these financial statements have been prepared on a going concern
basis and do not include any adjustments to the measurement and classification
of the recorded asset amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern.
The Company has experienced losses in the period and has a negative working
capital. The Company's ability to realize its assets and discharge its
liabilities in the normal course of business is dependent upon continued
support. The Company is currently attempting to obtain additional financing
from its existing shareholders and other strategic investors to continue its
operations. However, the Company may not obtain sufficient additional funds
from these sources.

These conditions cause substantial doubt about the Company's ability to
continue as a going concern. A failure to continue as a going concern would
require that stated amounts of assets and liabilities be reflected on a
liquidation basis that could differ from the going concern basis.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING PRINCIPLES

The Company's accounting and reporting policies conform to generally accepted
accounting principles in the United States. The financial statements are
reported in United States dollars.

USE OF ESTIMATES

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and expenses
during the year. Actual results could differ from those estimates. Significant
estimates include amounts for impairment of equipment, share based
compensation, inventory obsolescence and allowance for doubtful accounts.

FOREIGN CURRENCY TRANSLATION

The Company determined the functional currency to be the Canadian dollar and,
accordingly, our financial information is translated into U.S. dollars using
exchange rates in effect at period-end. The income statement is translated at
the average year-to-date exchange rate. Adjustments resulting from translation
of foreign exchange are included as a component of other comprehensive income
within stockholders' deficit.

VALUATION OF LONG-LIVED ASSETS

We assess the recoverability of long-lived assets whenever events or changes
in business circumstances indicate that the carrying value may not be
recoverable. An impairment loss is recognized when the sum of the expected
undiscounted net cash flows over the remaining useful life is less than the
carrying amount of the assets.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with FASB ASC Subtopic 605,
Revenue Recognition. Under FASB ASC Subtopic 605, revenue is recognized at
the point of passage to the customer of title and risk of loss, there is
persuasive evidence of an arrangement, the sales price is determinable, and
collection of the resulting receivable is reasonably assured. The Company
generally recognizes revenue at the time of delivery of goods. Sales are
reflected net of discounts and returns.
F6

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company records an allowance for doubtful accounts as a best estimate of
the amount of probable credit losses in its accounts receivable. Each month,
the Company reviews this allowance and considers factors such as customer
credit, past transaction history with the customer and changes in customer
payment terms when determining whether the collection of a receivable is
reasonably assured. Past due balances over 90 days and over a specified
amount are reviewed individually for collectability. Receivables are charged
off against the allowance for doubtful accounts when it becomes probable that
a receivable will not be recovered.

INVENTORY

Inventory comprises finished goods held for sale and is stated at lower of
cost or market value. Cost is determined by the average cost method. The
Company estimates the realizable value of inventory based on assumptions
about forecasted demand, market conditions and obsolescence. If the
estimated realizable value is less than cost, the inventory value is reduced
to its estimated realizable value. If estimates regarding demand and market
conditions are inaccurate or unexpected changes in technology affect demand,
the Company could be exposed to losses in excess of amounts recorded. On this
basis management recorded a reserve of $11,518 at April 30, 2010
(July 31, 2009 - $0). During the three month period ended April 30, 2010
the reserve recorded at January 31, 2010 was reduced by $4,287 as inventory
previously reserved was sold.

STOCK-BASED COMPENSATION

The Company follows FASB ASC Subtopic 718, Stock Compensation, for accounting
for stock-based compensation. The guidance requires that new, modified and
unvested share-based payment transactions with employees, such as grants of
stock options and restricted stock, be recognized in the financial statements
based on their fair value at the grant date and recognized as compensation
expense over their vesting periods. The Company also follows the guidance
for equity instruments issued to consultants.

INCOME TAXES

The Company follows FASB ASC Subtopic 740, Income Taxes, for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the asset
or liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized. Future changes in
such valuation allowance are included in the provision for deferred income
taxes in the period of change.

BASIC LOSS PER SHARE

FASB ASC Subtopic 260, Earnings Per Share, provides for the calculation of
"Basic" and "Diluted" earnings per share. Basic earnings per share is computed
by dividing net loss available to common shareholders by the weighted average
number of common shares outstanding for the period. All potentially dilutive
securities have been excluded from the computations since they would be
anti-dilutive. However, these dilutive securities could potentially dilute
earnings per share in the future.
F7

COMPREHENSIVE INCOME

The Company has adopted FASB ASC Subtopic 220, Comprehensive Income, which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is defined to
include all changes in equity except those resulting from investments by
owners or distributions to owners. Among other disclosures, FASB ASC Subtopic
220 requires that all items that are required to be recognized under the
current accounting standards as a component of comprehensive income be reported
in a financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income is displayed in the statement of
stockholders' deficit and in the balance sheet as a component of
stockholders' deficit.

NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued SFAS No. 167, -"Amendments to FASB Interpretation
No. 46(R) (SFAS 167)" (codified within ASC 810-Consolidation). SFAS 167 amends
the consolidation guidance applicable to variable interest entities and affects
the overall consolidation analysis under FASB Interpretation No. 46(R).
SFAS 167 is effective for fiscal years beginning after November 15, 2009.
The adoption of SFAS 167 did not have a material impact on the Company's
financial position, results of operations or cash flows.

In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05,
"Measuring Liabilities at Fair Value" (codified within ASC 820 - Fair Value
Measurements and Disclosures). ASU 2009-05 amends the fair value and
measurement topic to provide guidance on the fair value measurement of
liabilities. ASU 2009-05 is effective for interim and annual periods
beginning after August 26, 2009. The adoption of ASU 2009-05 did not have
a material impact on the Company's financial position, results of operations
or cash flows.

In October 2009, the FASB issued ASU No. 2009-13, "Multiple Deliverable
Revenue Arrangements - a consensus of the FASB Emerging Issues Task Force"
(codified within ASC Topic 605). ASU 2009-13 addresses the accounting for
multiple-deliverable arrangements to enable vendors to account for products
or services (deliverables) separately rather than as a combined unit.
ASU 2009-13 is effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after
June 15, 2010, with early adoption permitted. The adoption of ASU 2009-13
did not have a material impact on the Company's financial position, results of
operations or cash flows.

In October 2009, the FASB issued ASU 2009-15, "Accounting for Own-Share
Lending Arrangements in Contemplation of Convertible Debt Issuance or
Other Financing". ASU 2009-15 amends the accounting and reporting guidance
for debt (and certain preferred stock) with specific conversion features
or other options. ASU 2009-15 is effective for fiscal years beginning on
or after December 15, 2009. The adoption of ASU 2009-15 did not have a
material impact on the Company's financial position, results of operations
or cash flows.

In December 2009, the FASB issued ASU 2009-17, "Consolidations (Topic 810)
- - Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities". ASU 2009-17 changes how a reporting entity determines
when an entity that is insufficiently capitalized or is not controlled
through voting (or similar rights) should be consolidated. ASU 2009-17 also
requires a reporting entity to provide additional disclosures about its
involvement with variable interest entities and any significant changes in
risk exposure due to that involvement. ASU 2009-17 is effective at the start
of a reporting entity's first fiscal year beginning after November 15, 2009,
or January 1, 2010, for a calendar year entity. Early adoption is not
permitted. The adoption of ASU 2009-17 did not have a material impact on
the Company's financial position, results of operations or cash flows.
F8

In January 2010, the FASB issued ASU 2010-01, "Equity (Topic 505) - Accounting
for Distributions to Shareholders with Components of Stock and Cash."
ASU 2010-01 clarifies that the stock portion of a distribution to shareholders
that allows them to elect to receive cash or shares with a potential limitation
on the amount of cash that all shareholders can elect to receive is considered
a share issuance. ASU 2010-01 is effective for interim and annual periods
ending on or after December 15, 2009 and should be applied on a retrospective
basis. The adoption of ASU 2010-01 did not have a material impact on the
Company's financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU 2010-02, "Consolidation (Topic 810) -
Accounting and Reporting for Decreases in Ownership of a Subsidiary - A
Scope Clarification". ASU 2010-02 clarifies the scope of the decrease in
ownership provisions of Subtopic 810 and expands the disclosure requirements
about deconsolidation of a subsidiary or de-recognition of a group of assets.
ASU 2010-02 is effective beginning in the first interim of annual reporting
period ending on or after December 15, 2009. The amendments in ASU 2010-02
must be applied retrospectively to the first period that an entity adopted
SFAS 160. The adoption of ASU 2010-02 did not have a material impact on the
Company's financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures
about Fair Value Measurements" (codified within ASC 820 -Fair Value
Measurements and Disclosures). ASU 2010-06 improves disclosures originally
required under SFAS No. 157. ASU 2010-16 is effective for interim and annual
periods beginning after December 15, 2009, except for the disclosures about
purchases, sales, issuances and settlements in the roll forward of activity
in Level 3 fair value measurements. Those disclosures are effective for
fiscal years beginning after December 15, 2010, and for interim periods
within those years. The adoption of ASU 2010-06 did not have a material
impact on our financial position, results of operations or cash flows.

In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging
(Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified
within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures
originally required under SFAS No. 161. ASU 2010-11 is effective for interim
and annual periods beginning after June 15, 2010. The adoption of ASU 2010-11
is not expected to have any material impact on the Company's financial
position, results of operations or cash flows.

In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition -
Milestone Method (Topic 605): Milestone Method of Revenue Recognition"
(codified within ASC 605 - Revenue Recognition). ASU 2010-17 provides
guidance on defining a milestone and determining when it may be appropriate
to apply the milestone method of revenue recognition for research or
development transactions. ASU 2010-17 is effective for interim and annual
periods beginning after June 15, 2010. The adoption of ASU 2010-17 is not
expected to have any material impact on our financial position, results of
operations or cash flows.

NOTE 4 - CONVERTIBLE NOTES PAYABLE TO CELLULAR CONNECTION LTD.

Date of Issuance Maturity Date Issue Amount
---------------- ------------- ------------
Promissory Note 2 Principal April 30, 2009 April 30, 2010 50,000
Promissory Note 3 Principal June 12, 2009 June 12, 2010 22,000
Promissory Note 4 Principal November 18, 2009 November 17, 2010 25,000
Promissory Note 5 Principal March 26, 2010 March 25, 2011 10,000
Interest 21,784
Accretion 27,230
---------
$156,014
=========

Each of the notes bear interest at 20% per annum and allow for the lender to
secure a portion of the Company assets up to 200% of the face value of the note
and mature one year from the day of their respective issuance.
F9

On January 20, 2010, Promissory Note 1 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
was accounted for as debt extinguishment and the issuance of a new debt
instrument. Accordingly, in connection with extinguishment of the original
debt, the Company recognized a $40,000 gain.

On February 26, 2010, the Company agreed to amend the terms of Promissory
Note 1 with a carrying value of $144,000 issued to the Cellular Connection Ltd.
Under the terms of the Side Letter Agreement, the issued price of the Note was
$144,000 and the conversion feature of the Note was amended to a fixed
conversion price of $0.0003 per share of common stock, and the Company
extended the expiration date of the note. The amendment of the terms of
Promissory Note 1 resulted in a beneficial conversion feature of $144,000
since the closing price of common stock on February 26, 2010 exceeded the
fixed conversion price. The beneficial conversion feature of $144,000 is
included in additional paid-in capital. Commencing on February 26, 2010 and
ending on March 24, 2010 the holder of the note converted Promissory Note 1
plus accrued interest into shares of the Company's common stock. The debt
discount of $144,000 as result of the beneficial conversion feature is fully
amortized and included in finance costs in the statement of operations.

As of April 30, 2010, the unamortized discount on the outstanding promissory
notes payable amounts to $15,186. The Holder has the right to convert the
Notes plus accrued interest into shares of the Company's common stock at any
time prior to the Maturity Date. For Notes 3, 4 and 5, the number of common
stock to be issued will be determined using a conversion price based on 75%
of the average of the lowest closing bid price during the fifteen trading
days immediately prior to conversion.

On May 31, 2010, the Company agreed to amend the terms of Promissory Note 2
issued to the Cellular Connection Ltd. Under the terms of the Side Letter
Agreement, the conversion feature of the Note was amended to a fixed
conversion price of $0.0001 per share of common stock, to change the face
value of the Note to $72,000 which aggregates principal and accumulated
interest through April 30, 2010 and extend the maturity of the Note to
April 30, 2011.

On June 12, 2010, Promissory Note 3 renewed for an additional year under
the terms outlined in the original Note.

NOTE 5 - RELATED PARTY BALANCES AND TRANSACTIONS

For the nine months ended April 30, 2010 and 2009, the Company had rent
expense totaling $25,559 and $22,666, respectively and as of
April 30, 2010 and July 31, 2009 advances of $80,427 and $7,579,
respectively, and outstanding payables totaling $117,345 and $85,568,
respectively, with Zynpack Packaging Inc. in which the Company's Chief
Executive Officer has a majority ownership interest. The balances are
non-interest bearing, unsecured and have no specified terms of repayment.
F10

On February 27, 2010, the Company entered into a License Agreement with
Den Packaging Corporation, in which the Company's Chief Executive Officer
has a majority ownership interest. Under the terms of the Agreement, the
Company has the right to market the products of the Licensor as well as
the right of use of the facilities of the Licensor including but not
limited to the sales and distribution facilities. The Company
purchased all of the inventory on hand as of March 1, 2010 and pays
a fee of 5% of all sales generated plus a management fee of 5% based on
the total monies paid for employee salaries, benefits and commissions.
The Company is responsible for all expenses that relate to sales
generated under the License Agreement. The duration of the agreement
is for a period of twelve months commencing on March 1, 2010 and
thereafter on a month-by-month basis unless sooner terminated by the
Licensor as provided for in the agreement. The Licensor may at any
time in its sole discretion, with sixty days prior notice terminate
the agreement and revoke the license granted for any reason whatsoever
and upon such termination the Company shall immediately stop the use of
the facilities as described.

Under the License Agreement, the Company shares office space and other
facilities with other operations carried on by Den Packaging Corporation.
Revenues are allocated based on actual sales generated under the License
Agreement and sales generated by other operations. Cost of sales in
these interim financial statements for operations under the License
Agreement is estimated based on historical gross profit of 28% and
administrative costs are allocated based on the Company's share of
total sales generated in the facilities.

As a result of the License Agreement, the Company recorded the purchase
of inventory on March 1, 2010 of $108,642 which was valued at Den Packaging
Corporation's cost. In addition, included in the statement of operations
during the nine period April 30, 2010 are sales of $230,798, cost of sales
of $166,174 and selling, general and administrative expenses of $76,646 and
a loss of $12,022 as a result of the License Agreement.

As of April 30, 2010 and July 31, 2009 advances of $213,592 and $0,
respectively, are due to Den Packaging Corporation. These advances are
non-interest bearing, unsecured and have no specified terms of repayment.

NOTE 6 - FAIR VALUE MEASUREMENTS

The carrying amounts of financial instruments on the accompanying interim
balance sheet for cash, accounts receivable, accounts payable and accrued
liabilities, convertible notes, and advances from related parties are
carried at amortized cost, which approximates fair value.

NOTE 7 - RISK MANAGEMENT

The Company is subject to risk of non-payment of its trade accounts
receivable. For the nine months ended April 30, 2010, one customer
represent approximately 17% of sales and 24% of the total
outstanding accounts receivable. For the nine months ended April 30, 2009,
concentration risks were not significant. Management continually monitors
its credit terms with customers to reduce credit risk exposure.

NOTE 8 - SUBSEQUENT EVENTS

On May 31, 2010, we agreed to amend the terms of Promissory Note 2 issued
by Vital Products, Inc. to the Cellular Connection Ltd. Under the terms
of the Side Letter Agreement, the conversion feature of the Note was amended
to a fixed conversion price of $0.0001 per share of common stock, and the
Company extended the expiration date of the note to April 30, 2011.

Commencing on June 1, 2010 and ending on June 16, 2010 the holder converted
a portion of Promissory Note 2 into 404,000,000 shares of the Company's
common stock.

F11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains "forward-looking statements" that involve
risks and uncertainties. You should not place undue reliance on these
forward-looking statements. Our actual results could differ materially from
those anticipated in the forward-looking statements for many reasons, including
the risks described in this Form 10-Q and in our Form 10-K filed
November 13, 2009, for the year ended July 31, 2009, and other filings we make
with the Securities and Exchange Commission. Although we believe the
expectations reflected in the forward-looking statements are reasonable, they
relate only to events as of the date on which the statements are made. We do
not intend to update any of the forward-looking statements after the date of
this report to conform these statements to actual results or to changes in our
expectations, except as required by law.

The following discussion and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with our audited
financial statements and related notes thereto included elsewhere in this
report, and in our Form 10-K filed November 13, 2009, for the year ended
July 31, 2009.

OVERVIEW

We incorporated in the State of Delaware on May 27, 2005. On July 5, 2005, we
purchased the Childcare Division of Metro One Development, Inc., (formerly On
The Go Healthcare, Inc.) which manufactured and distributed infant care
products.

At July 31, 2008, our sole business was to manufacture two products marketed
to infants and toddlers under the "On The Go" name. As of July 31, 2008,
these two products failed to produce enough revenue for us to cover our
expenses. After evaluating the market for baby care products, we determined
that the industry does not offer enough opportunity for a small company to
create affordable products that can be introduced into distribution channels
without significant expense. As a result, we decided not to invest further
funds developing our baby products line.

In August 2008, we changed our business plan and began the process of
developing a new line of business as a distributor of industrial packaging
products. On September 17, 2008, we entered into a Letter of Intent to
purchase Montreal-based Den Packaging Corporation.

On October 7, 2008, we entered into a consulting agreement with DLW Partners
of Toronto, an industrial packaging consulting firm specializing in market
analysis, market and product strategies and the development of product line
extensions. We believe that DLW will work closely with us to develop new
products for existing markets and establish product line extensions to further
our market share. Most importantly DLW has experience in the development of
environmentally friendly products and we expect that DLW will further our
initiative to develop environmentally acceptable products.

On October 21, 2008, we entered into a sales and marketing agreement with Eco
Tech Development LLC of Nevada, a product research and development company
specializing in eco-friendly industrial packaging applications, whereby we
will market certain proprietary and patent-pending technologies that have
recently been developed by Eco Tech, beginning with the marketing of a new
bio-based foam packaging product.

On January 13, 2009, we announced that we had commenced production of
Biofill(TM), our bio-based foam in place packaging product, and on
January 26, 2009, we received our first purchase order.

On February 19, 2009, we entered into an agreement to market a new paper
packaging system. While we believe paper packaging has been a staple in the
industrial packaging market for many years, our new system produces a craft
paper product that simulates a moldable nest. We believe this product is
priced competitively with other paper products and gives us the advantage of
performance and range of use. Although our new line of business continues
to develop, we believe that these purchase orders validate our product and
reflect the industrial packaging industry's trend towards environmentally
friendly product lines.

On February 27, 2010, we entered into a License Agreement with Den Packaging
Corporation, in which our Chief Executive Officer has a majority ownership
interest. Under the terms of the Agreement, we have the right to market the
products of Den Packaging as well as the right of use of the facilities of
Den Packaging including but not limited to the sales and distribution
facilities. We purchased all of the inventory on hand as of March 1, 2010 and
agreed to pay a fee of 5% of all sales generated plus a management fee of
5% based on the total monies paid for employee salaries, benefits and
commissions. The Company is responsible for all expenses that relate to sales
generated under the License Agreement. The duration of the agreement is for
a period of twelve months commencing on March 1, 2010 and thereafter on a
month-by-month basis unless sooner terminated by Den Packaging as provided
for in the agreement. Den Packaging may at any time in its sole discretion,
with sixty days prior notice, terminate the agreement and revoke the license
granted for any reason whatsoever and upon such termination we will
immediately stop the use of the facilities as described.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported
in the Financial Statements and accompanying notes. Estimates are used for,
but not limited to, the accounting for the allowance for doubtful accounts,
inventories, impairment of long-term assets, stock-based compensation, income
taxes and loss contingencies. Management bases its estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances. Actual results could differ from these estimates
under different assumptions or conditions.

We believe the following critical accounting policies, among others, may be
impacted significantly by judgment, assumptions and estimates used in the
preparation of the Financial Statements:

VALUATION OF LONG-LIVED ASSETS

REVENUE RECOGNITION

STOCK-BASED COMPENSATION

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

In June 2009, the FASB issued SFAS No. 167, -" Amendments to FASB
Interpretation No. 46(R)" (codified within ASC 810-Consolidation).
SFAS 167 amends the consolidation guidance applicable to variable interest
entities and affects the overall consolidation analysis under FASB
Interpretation No. 46(R). SFAS 167 is effective for fiscal years beginning
after November 15, 2009. The adoption of SFAS 167 did not have a material
impact on our financial position, results of operations or cash flows.

In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05,
"Measuring Liabilities at Fair Value" (codified within ASC 820 - Fair Value
Measurements and Disclosures). ASU 2009-05 amends the fair value and
measurement topic to provide guidance on the fair value measurement of
liabilities. ASU 2009-05 is effective for interim and annual periods
beginning after August 26, 2009. The adoption of ASU 2009-05 did not have
a material impact on our financial position, results of operations or cash
flows.

In October 2009, the FASB issued ASU No. 2009-13, "Multiple Deliverable
Revenue Arrangements - a consensus of the FASB Emerging Issues Task Force"
(codified within ASC Topic 605). ASU 2009-13 addresses the accounting for
multiple-deliverable arrangements to enable vendors to account for products
or services (deliverables) separately rather than as a combined unit.
ASU 2009-13 is effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after
June 15, 2010, with early adoption permitted. The adoption of ASU 2009-13
did not have a material impact on our financial position, results of
operations or cash flows.

In October 2009, the FASB issued ASU 2009-15, "Accounting for Own-Share
Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing". ASU 2009-15 amends the accounting and reporting guidance for debt
(and certain preferred stock) with specific conversion features or other
options. ASU 2009-15 is effective for fiscal years beginning on or after
December 15, 2009. The adoption of ASU 2009-15 did not have a material
impact on our financial position, results of operations or cash flows.

In December 2009, the FASB issued ASU 2009-17, "Consolidations (Topic 810)
- - Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities". ASU 2009-17 changes how a reporting entity determines
when an entity that is insufficiently capitalized or is not controller
through voting (or similar rights) should be consolidated. ASU 2009-17 also
requires a reporting entity to provide additional disclosures about its
involvement with variable interest entities and any significant changes
in risk exposure due to that involvement. ASU 2009-17 is effective at the
start of a reporting entity's first fiscal year beginning after
November 15, 2009, or January 1, 2010, for a calendar year entity. Early
adoption is not permitted. The adoption of ASU 2009-17 did not have a
material impact on our financial position, results of operations or cash
flows.

In January 2010, the FASB issued ASU 2010-01, "Equity (Topic 505) - Accounting
for Distributions to Shareholders with Components of Stock and Cash".
ASU 2010-01 clarifies that the stock portion of a distribution to shareholders
that allows them to elect to receive cash or shares with a potential
limitation on the amount of cash that all shareholders can elect to receive
is considered a share issuance. ASU 2010-01 is effective for interim and
annual periods ending on or after December 15, 2009 and should be applied
on a retrospective basis. The adoption of ASU 2010-01 did not have a material
impact on our financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU 2010-02, "Consolidation (Topic 810) -
Accounting and Reporting for Decreases in Ownership of a Subsidiary - A
Scope Clarification". ASU 2010-02 clarifies the scope of the decrease in
ownership provisions of Subtopic 810 and expands the disclosure requirements
about deconsolidation of a subsidiary or de-recognition of a group of assets.
ASU 2010-02 is effective beginning in the first interim of annual reporting
period ending on or after December 15, 2009. The amendments in ASU 2010-02
must be applied retrospectively to the first period that an entity adopted
SFAS 160. The adoption of ASU 2010-02 did not have a material impact on our
financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU No. 2010-06, "Improving Disclosures
about Fair Value Measurements" (codified within ASC 820 -" Fair Value
Measurements and Disclosures"). ASU 2010-06 improves disclosures originally
required under SFAS No. 157. ASU 2010-16 is effective for interim and
annual periods beginning after December 15, 2009, except for the disclosures
about purchases, sales, issuances and settlements in the roll forward of
activity in Level 3 fair value measurements. Those disclosures are
effective for fiscal years beginning after December 15, 2010, and for
interim periods within those years. The adoption of ASU 2010-06 did not
have a material impact on our financial position, results of operations
or cash flows.

In March 2010, the FASB issued ASU No. 2010-11, "Derivatives and Hedging
(Topic 815): Scope Exception Related to Embedded Credit Derivatives" (codified
within ASC 815 - Derivatives and Hedging). ASU 2010-11 improves disclosures
originally required under SFAS No. 161. ASU 2010-11 is effective for interim
and annual periods beginning after June 15, 2010. The adoption of
ASU 2010-11 is not expected to have any material impact on our financial
position, results of operations or cash flows.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE NINE MONTHS ENDED APRIL 30, 2010 AND 2009

REVENUES:

We had revenues of $262,941 for the nine months ended April 30, 2010, as
compared to revenues of $11,614 for the nine months ended April 30, 2009. The
increase in revenues was due to the License Agreement entered into with Den
Packaging Corporation on February 27, 2010. Included in revenues are sales
of $230,798 as a result of the License Agreement.

COST OF SALES:

Our cost of sales for the nine months ended April 30, 2010 was $205,337,
compared to $0 for the nine months ended April 30, 2009. The increase in cost
of sales was directly related to the increase in sales and the write off of
certain inventory in the amount of $19,225 in a previous quarter. An
inventory reserve of $11,518 was recorded at April 30, 2010
(July 31, 2009 - $0). During the three month period ended April 30, 2010,
the reserve was reduced by $4,287 as inventory previously reserved was sold.
Included in cost of sales are expenses of $166,174 as a result of the
License Agreement with Den Packaging Corporation.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Our selling, general and administrative costs were $524,812 for the nine
months ended April 30, 2010, compared to $187,898 for the nine months ended
April 30, 2009. The increase in selling, general and administrative expenses
was primarily the result of stock based expenses related to consulting
services in the current period. During the period, 65,000,000 shares,
valued at $357,500, were issued to consultants for further business
development and expenses related to the License Agreement entered into
with Den Packaging Corporation. Also included in general and administrative
expenses are expenses of $76,646 as a result of the License Agreement.

NET LOSS:

Our net loss for the nine months ended April 30, 2010 was $688,130, compared
to a net loss of $727,311 for the nine months ended April 30, 2009. The
decrease in net loss was a result of our development of a new product line
that increased our sales, an increase in consulting expenses offset by a
decreased loss from foreign exchange, as well as a decrease in our financing
costs. The results of operations due to the License Agreement with Den
Packaging Corporation contributed $12,022 to our net loss for the nine
months ended April 30, 2010.

TOTAL ASSETS:

Our total assets as of April 30, 2010 were $346,216, an increase of $246,183,
as compared to the fiscal year ended July 31, 2009 which was $100,033. The
increase was a result of $108,642 in inventory purchased on March 1, 2010
and an increase of $169,205 in accounts receivable as part of the License
Agreement entered into with Den Packaging Corporation. We have also written
off $23,142 in certain equipment that we believe has no further benefit
to our Company.

TOTAL LIABILITIES

Our total liabilities as of April 30, 2010 were $715,033, an increase of
$317,065, as compared to $397,968 for the fiscal year ended July 31, 2009.
The increase in our total liabilities compared to the prior year ended
July 31, 2009 was primarily the result of the increased advances from related
parties and an increase of $100,902 in accounts payable related to the
License Agreement entered into with Den Packaging Corporation.

As of April 30, 2010 and July 31, 2009 advances of $80,427 and $7,579,
respectively, and outstanding payables totaling $117,345 and $85,568,
respectively, are due to Zynpack Packaging Inc. in which our
Chief Executive Officer has a majority ownership interest. The balances
are non-interest bearing, unsecured and have no specified terms of
repayment.

As of April 30, 2010 and July 31, 2009 advances of $213,592 and $0,
respectively, are due to Den Packaging Corporation in which our
Chief Executive Officer has a majority ownership interest. These advances
are non-interest bearing, unsecured and have no specified terms of repayment.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2010, we had total current assets of $346,216 and total
current liabilities of $715,033, resulting in a working capital deficit of
$368,817. At the end of the quarterly period ending April 30, 2010, we had
cash of $2,326. Our cash flows from operating activities for the nine months
ended April 30, 2010 resulted in cash used of $55,744. Our current cash balance
and cash flow from operating activities will not be sufficient to fund our
operations and we will need cash in the immediate future or our business may
fail. Our cash flow from financing activities for the nine months ended
April 30, 2010 was $35,000. We will need to raise capital of approximately
$300,000 to $350,000 through either debt or equity instruments to fund our
operations for the next 12 months. However, we may not be successful in
raising the necessary capital to fund our operations. In addition to the
amounts needed to fund our operations, we estimate we will need to generate
an additional $500,000 to cover our current liabilities for the next 12
months.

As of April 30, 2010, we have $156,014 of advances due to The Cellular
Connection Ltd. payable on demand. The initial $107,000 advanced from The
Cellular Connection, Ltd. is the aggregate amount due under four convertible
secured promissory notes with an aggregate face amount of $128,400. We
issued these notes to The Cellular Connection Ltd. during 2009 and 2010.
The aggregate face amount includes one year of interest totaling $21,400
and actual loan amount totaling $107,000. The convertible secured promissory
notes accrue interest at a rate of 20% per year and have maturity dates of
April 30, 2010, June 12, 2010, November 17, 2010 and March 25, 2011. The
outstanding face amount of the convertible secured promissory notes will
increase by 20% in 2011, by an additional 20% in 2012 and again on each one
year anniversary after 2012 until the notes have been paid in full. Three of
the notes entitle the holder to convert the note, plus accrued interest,
anytime prior to the maturity date, at 75% of the average of the lowest
closing bid price during the fifteen trading days immediately preceding the
conversion date.

On May 31, 2010, we agreed to amend the terms a Promissory Note
originally issued to the Cellular Connection Ltd. on April 30, 2009. The
original Note had an issue amount of $50,000, a face amount of $60,000 and
was due April 30, 2010. Under the terms of the Side Letter Agreement, the
conversion feature of the Note was amended to a fixed conversion price of
$0.0001 per share of common stock, to change the face value of the Note to
$72,000 which aggregates principal and accumulated interest through
April 30, 2010 and extend the maturity of the Note to April 30, 2011.
Commencing on June 1, 2010 and ending on June 16, 2010 the holder converted
a portion of the Promissory Note into 404,000,000 shares of the Company's
common stock

Pursuant to the terms of the convertible secured promissory notes, The Cellular
Connection Ltd. may elect to secure a portion of our assets not to exceed 200%
of the face amount of the notes, including, but not limited to, accounts
receivable, cash, marketable securities, equipment, or inventory.

Until we are able to generate positive cash flows from operations in an amount
sufficient to cover our current liabilities and debt obligations as they become
due, if ever, we will remain reliant on borrowing funds or selling equity. We
intend to raise funds through the issuance of debt or equity. Raising funds
in this manner typically requires much time and effort to find accredited
investors, and the terms of such an investment must be negotiated for each
investment made. There is a risk that such additional financing may not be
available, or may not be available on acceptable terms, and the inability to
obtain additional financing or generate sufficient cash from operations could
require us to reduce or eliminate expenditures for capital equipment,
production, design or marketing of our products, or otherwise curtail or
discontinue our operations, which could have a material adverse effect on
our business, financial condition and results of operations. We may not be
able to raise sufficient funds to meet our obligations. If we do not raise
sufficient funds, our operations will be curtailed or will cease entirely
and you may lose all of your investment.

Further, to the extent that we raise capital through the sale of equity or
convertible debt securities, the issuance of such securities may result in
dilution to our existing stockholders. If we raise additional funds through
issuance of debt securities, these securities may have rights, preferences
and privileges senior to holders our of common stock and the terms of such
debt could impose restrictions on our operations. Regardless of whether our
cash assets prove to be adequate to meet our operational needs, we may seek
to compensate our service providers with stock in lieu of cash, which may
also result in dilution to existing stockholders.

OFF-BALANCE SHEET ARRANGEMENTS

As of April 30, 2010, we have no off-balance sheet arrangements that have or
are reasonably likely to have a current or future material effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act
and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure
reporting obligations and therefore are not required to provide the information
requested by this Item.

ITEM 4T. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Chief Executive Officer
and our Chief Financial Officer, the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period
covered by this quarterly report on Form 10-Q. Based on this evaluation,
our Chief Executive Officer and our Chief Financial Officer have concluded
that our disclosure controls and procedures are effective to ensure that
information we are required to disclose in reports that we file or submit
under the Securities Exchange Act of 1934 (i) is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms, and (ii) is accumulated and communicated
to our management, including our Chief Executive Officer and our Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure. Our disclosure controls and procedures are designed to provide
reasonable assurance that such information is accumulated and communicated
to our management. Our disclosure controls and procedures include components
of our internal control over financial reporting. Management's assessment of
the effectiveness of our internal control over financial reporting is
expressed at the level of reasonable assurance that the control system, no
matter how well designed and operated, can provide only reasonable, but not
absolute, assurance that the control system's objectives will be met.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that
occurred during the quarter ended April 30, 2010 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may be involved from time to time in ordinary litigation, negotiation and
settlement matters that will not have a material effect on our operations or
finances. We are not aware of any pending or threatened litigation against our
Company or our officers and directors in their capacity as such that could
have a material impact on our operations or finances.

ITEM 1A. RISK FACTORS

WE NEED EXTERNAL FUNDING TO SUSTAIN AND GROW OUR BUSINESS AND IF WE CANNOT FIND
THIS FUNDING ON ACCEPTABLE TERMS, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS
PLANS AND THEREFORE MAY HAVE TO CEASE OUR OPERATIONS.

We may not be able to generate sufficient revenues from our existing operations
to fund our capital requirements. At the end of the quarterly period ending
April 30, 2010, we had a cash balance of $2,326. We will require additional
funds to enable us to operate profitably and grow our business. We believe
we will need $300,000 to $350,000 to run our business for the next twelve
months. In addition to the amounts needed to fund our operations, we will
need to generate an additional $500,000 to cover our current liabilities for
the next 12 months.

The financing we need may not be available on terms acceptable to us or at
all. We currently have no bank borrowings and we may not be able to arrange
any debt financing. Additionally, we may not be able to successfully
consummate offerings of stock or other securities in order to meet our
future capital requirements. If we cannot raise additional capital through
issuing stock or creating debt, we may not be able to sustain or grow our
business which may cause our revenues and stock price to decline.

WE HAVE ISSUED CONVERTIBLE SECURED PROMISSORY NOTES THAT ARE FULLY SECURED
BY OUR ASSETS AND IF WE ARE UNABLE TO PAY THE NOTES ON THE MATURITY DATES
WE MAY HAVE TO CEASE OPERATIONS.

We have outstanding at April 30, 2010 four convertible secured promissory
notes to The Cellular Connection Ltd. that bear interest at 20% per annum
and have maturity dates on June 12, 2010, November 18, 2010, March 25, 2011
and April 30, 2011. As of April 30, 2010, we had $156,014 due under the
note issuances to The Cellular Connection and we may not be able to make
payments under the notes when due. The holders of the notes also have the
right to convert the notes plus accrued interest into shares of our common
stock at any time prior to the maturity dates. If the holders elect to
convert the notes this will further dilute the equity interests of existing
shareholders and our stock price may decline.

WE FREQUENTLY COMPENSATE EMPLOYEES AND CONSULTANTS WITH EQUITY COMPENSATION
THAT WILL SIGNIFICANTLY DILUTE THE EQUITY INTERESTS OF EXISTING SHAREHOLDERS
IN OUR COMPANY.

We filed a registration statement with the Securities and Exchange Commission
that registered 65,000,000 shares of common stock to be issued as compensation
to employees. We are authorized to issue 1,000,000,000 shares of common
stock and as of April 30, 2010 we had 575,455,187 shares of common stock
issued and outstanding. To preserve cash, we continue to pay our employees
and consultants in shares of common stock which will significantly dilute
the equity interests of existing shareholders. Consequently, the price of
our common stock will likely fall and you may lose all or part of your
investment.

WE DO NOT HAVE ENOUGH AUTHORIZED SHARES TO CONVERT ALL OUTSTANDING SHARES
OF OUR CONVERTIBLE PREFERRED STOCK AND CONVERTIBLE NOTES. IF WE DO NOT
INCREASE OUR AUTHORIZED SHARES, WE MAY NOT BE ABLE TO COMPLY WITH THE TERMS
OF THOSE INSTRUMENTS.

We have issued certain convertible securities including notes and preferred
stock that convert into shares of our common stock. We do not currently
have enough common stock authorized to provide for the number of shares we
will have to issue if all of our outstanding securities were to convert or
be exercised. In order to increase our authorized shares of common stock,
we will have to amend our Certificate of Incorporation which will require
a shareholder vote. If shareholders do not approve an increase in our
authorized shares of common stock, we will have to consider alternatives
to meet our obligations to issue shares of common stock including a
reverse split or attempting to renegotiate the convertible notes. We
believe shareholders will approve the increase in authorized shares so
we have not yet explored these alternatives. If we cannot meet the
terms of our convertible notes when they come due, we may default on
those notes. The notes are secured against our assets and such a
default could result in the holder of the note foreclosing on our
assets. If such event occurs, we will likely have to terminate our
business and declare bankruptcy.

WE RELY ON RELATED PARTIES FOR A SUBSTANTIAL PORTION OF OUR REVENUE AND
OPERATIONS. THE LOSS OF THE BUSINESS WITH THESE RELATED PARTIES WOULD
ADVERSELY AFFECT OUT BUSINESS.

In the ordinary course of our business we deal with a number of parties that
are owned or otherwise controlled by Michael Levine, our Chief Executive
Officer. On February 27, 2010, we entered into a license agreement with
Den Packaging Corporation, in which Mr. Levine has a majority ownership
interest. For the nine months ended April 30, 2010 and April 30, 2009,
we had rent expense of $25,559 and $22,666, respectively to Zynpack
Packaging, Inc., in which Mr. Levine has a majority ownership interest.
As of April 30, 2010 the Company has $80,427 in advances, and $117,345
in outstanding payables to Zynpack Packaging, Inc. We believe these
related party relationships can provide access attractively prices
resources and increase revenues. There are no agreements, written or
otherwise, obligating Zynpack Packaging Inc. to transact business with
us in the future. As a result, these types of related party transactions
could cease at any time. If our transactions with these related parties
cease, our business would be adversely affected.

IF OUR LICENSING AGREEMENT WITH DEN PACKAGING CORPORATION TERMINATES OR IS
CANCELED BY DEN PACKAGING THEN OUR BUSINESS MAY FAIL.

Most of our revenues are attributable to a License Agreement with Den Packaging
Corporation. This License agreement allows us to market the Licensor's
products and use their facilities, including sales and distribution facilities.
The term of this agreement is twelve months, but is cancelable by Den Packaging
at its sole discretion upon sixty days notice. The Licensing Agreement may
continue on a month-to-month basis at Den Packaging's discretion, but they
are not obligated to continue the Licensing Agreement. If the Licensing
Agreement terminates by its terms or it is terminated by Den Packaging, we
must immediately stop using the facilities to which we currently have access.
Additionally, our revenues would also decrease. Unless we are able to
replace the Licensing Agreement or otherwise shift our business model to
one that generates revenues, our business may be materially harmed and we
may need to curtail or cease operations.

Other than as listed above, there have been no material changes from risk
factors previously disclosed in our annual report on Form 10-K for the
fiscal year ended July 31, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended April 30, 2010, we did not sell any unregistered
securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

During the quarter ended April 30, 2010, we did not have any defaults upon
senior securities.

ITEM 4. Reserved.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

Exhibit Number Description of Exhibit

3.1 Certificate of Incorporation (included as exhibit 3.1 to the Form SB-2
filed August 29, 2005 and incorporated herein by reference).

3.2 By-laws (included as exhibit 3.2 to the Form SB-2 filed August 29, 2005
and incorporated herein by reference).

3.3 Certificate of Amendment to the Certificate of Incorporation, dated
June 22, 2009 (included as Exhibit 3.1 to the Form 8-K filed
June 22, 2009, and incorporated herein by reference).

3.4 Certificate of Amendment to the Certificate of Incorporation, dated
february 17, 2010 (included as Exhibit 3.1 to the Form 8-K filed
February 18, 2010, and incorporated herein by reference).

4.1 Form of Stock Certificate (included as exhibit 4.1 to the Form SB-2
filed October 26, 2006 and incorporated herein by reference).

4.2 Certificate of Designation of Preferences, Rights and Limitations of
Series A Convertible Preferred Stock, dated April 20, 2009 (included
as exhibit 4.1 to the Form 8-K filed April 24, 2009 and incorporated
herein by reference).

10.1 Secured Promissory Note between the Company and The Cellular Connection
Ltd. dated January 20, 2009 (included as exhibit 10.5 to the Form 10-Q
filed March 20, 2009 and incorporated herein by reference).

10.2 Convertible Promissory Note between the Company and Metro One
Development, Inc. dated June 18, 2009 (included as exhibit 10.5 to the
Form 10-Q filed June 19, 2009 and incorporated herein by reference).

10.6 Secured Promissory Note between the Company and The Cellular Connection
Ltd. dated April 30, 2009 (included as exhibit 10.6 to the Form 10-Q filed
June 19, 2009 and incorporated herein by reference).

10.4 Secured Promissory Note between the Company and The Cellular Connection
Ltd. dated June 12, 2009 (included as exhibit 10.7 to the Form 10-Q
filed March 22, 2010 and incorporated herein by reference).

10.5 Secured Promissory Note between the Company and The Cellular Connection
Ltd. dated November 30, 2009 (included as exhibit 10.8 to the Form 10-Q
filed March 22, 2010 and incorporated herein by reference).

10.6 Vital Products, Inc. November 2009 Stock Option Plan, dated
November 19, 2009 (included as Exhibit 10.1 to the Form S-8 filed
December 1, 2009, and incorporated herein by reference).

10.7 Side Letter Agreement amending the Secured Promissory Note between the
Company and The Cellular Connection, dated February 26, 2010 (included
as Exhibit 10.1 to the Form 8-K filed February 26, 2010, and incorporated
herein by reference).

10.8 Side Letter Agreement amending the Secured Promissory Note between the
Company and The Cellular Connection, dated May 31, 2010 (included as
Exhibit 10.1 to the Form 8-K filed June 2, 2010, and incorporated
herein by reference).

10.9 Secured Promissory Note between the Company and The Cellular Connection
Ltd. dated March 26, 2010 (filed herewith)

10.10 License Agreement between the Company Den Packaging Corporation dated
February 27, 2010 (filed herewith)

31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1 Certification of Officers pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith).

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.

Dated: June 18, 2010 Vital Products, Inc.

By: /s/ Michael Levine
--------------------------
Michael Levine
Principal Executive Officer

Dated: June 18, 2010 By: /s/ Henry Goldberg
----------------------------
Henry Goldberg, Chief Financial
and Principal Accounting Officer
and Director