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) 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 years ending
July 31, 2009 and July 31, 2008. Except as reported in the Annual Report on
Form 10-K and 10-KSB for the fiscal years ended July 31, 2009 and
July 31, 2008, 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 and July 31, 2008 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 years ended July 31, 2009 and July 31, 2008 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 years ended July 31, 2009 and July 31, 2008 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 years ended July 31, 2009 and July 31, 2008 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
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16.1 Letter from MSCM LLP Dated October 25, 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 26, 2010
/s/Michael Levine
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(Signature)
Name: Michael Levine
Title: Chief Executive Officer