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) October 7, 2010
VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-127915 98-0464272
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
245 Drumlin Circle, Concord, Ontario, Canada L4K 3E4
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (905) 482-0200
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))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On October 7, 2010, MSCM LLP, principal accountant of Vital Product, Inc.
(the "Company"), notified the Board of Directors of the Company that they
were withdrawing as auditors for the Corporation.
MSCM LLP audited the Company's financial statements for the fiscal year ending
July 31, 2009. Except as reported in the Annual Report on Form 10-K for the
fiscal year ended July 31, 2009, which stated that "the accompanying
financial statements have been prepared assuming that the Company
will continue as a going concern" and 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, 2009
to fund the anticipated losses. These conditions raise substantial doubt
as to the ability of the Company to continue as a going concern," MSCM LLPs'
report on the Company's financial statements for the fiscal year
ended July 31, 2009 did not contain an adverse opinion or disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope
or accounting principles.
During the year ended July 31, 2009 and through the date hereof, there were
no disagreements with MSCM LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to MSCM LLPs' satisfaction, would have caused them to
make reference to the subject matter of such disagreements in connection with
their report on the Company's financial statements for such year.
Effective October 7, 2010, the Company appointed the firm of DeJoya Griffith &
Company, LLC to serve as independent public accountants of the Company for the
fiscal year ending July 31, 2010. The Board of Directors approved the decision
to appoint DeJoya Griffith & Company, LLC.
During the year ended July 31, 2009 through the date hereof, the Company did
not consult with DeJoya Griffith & Company, LLC with respect to the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Company's
financial statements.
MSCM LLP was provided a copy of the foregoing disclosures and was requested 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 the letter furnished pursuant to that request is filed as Exhibit 16.1
to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
- - ------- -----------
16.1 Letter from MSCM LLP Dated October 7, 2010
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 8, 2010
/s/Michael Levine
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(Signature)
Name: Michael Levine
Title: Chief Executive Officer