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

                                    FORM 10-K/A
                                  Amendment No. 1

                                  (Mark One)

  [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
                 For the fiscal year ended July 31, 2012.

  [ ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
                For the transition period from ________ to ________

                        Commission file number 333-127915

                               VITAL PRODUCTS, INC.
             (Name of small business issuer in its charter)

            DELAWARE                                  98-0464272
      ----------------------                         --------------
   (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)               Identification No.)


   2404 Via Mariposa West, 1-A, Laguna Woods, California                 92637
    (Address of principal executive offices)                     (Zip Code)

      Issuer's telephone number: (949) 306-3110

      Securities registered under Section 12(b) of the Exchange Act:

                                       NONE.

      Securities registered under Section 12(g) of the Exchange Act:

                                       NONE.


Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ]; No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes [ ]; No [X]

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 Website, if any, every Interactive Data file
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(section 229.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post
such files). Yes [ ]; No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (section 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

<PAGE>

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

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

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

State the aggregate market value of the voting and non-voting common equity,
consisting solely of common stock, held by non-affiliates computed by reference
to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the
registrant's most recently completed second fiscal quarter: $119,391
(based on a total of 298,478 shares of the registrant's common stock held
by non-affiliates on January 31, 2012, at the closing price of $0.40 per share)

The number of shares of outstanding common stock of the registrant as of
October 29, 2012 was 579,298,478.


Documents incorporated by reference: None.


                   ---------------------------------------

<PAGE>











                                VITAL PRODUCTS, INC.
                                 FORM 10-K

                             TABLE OF CONTENTS

                                                                    PAGE NO.
PART I
        ITEM 1.    Business...............................................4

        ITEM 1A.   Risk Factors...........................................7

        ITEM 2.    Properties............................................10

        ITEM 3.    Legal Proceedings.....................................10

        ITEM 4.    Mine Safety Disclosures...............................10
PART II
        ITEM 5.    Market for Registrant's Common Equity, Related
                   Stockholder Matters and Issuer Purchases of Equity
                   Securities............................................11

        ITEM 6.    Selected Financial Data...............................12

        ITEM 7.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations...................12

        ITEM 7A.   Quantitative and Qualitative Disclosures About
                   Market Risk...........................................17

        ITEM 8.    Financial Statements and Supplementary Data.....F1 - F21

        ITEM 9.    Changes in and Disagreements With Accountants on
                   Accounting and Financial Disclosure...................18

        ITEM 9A(T) Controls and Procedures...............................18

        ITEM 9B.   Other Information.....................................19
PART III
        ITEM 10.   Directors, Executive Officers and Corporate
                   Governance............................................20

        ITEM 11.   Executive Compensation................................22

        ITEM 12.   Security Ownership of Certain Beneficial Owners and
                   Management and Related Stockholder Matters............24

        ITEM 13.   Certain Relationships and Related Transactions, and
                   Director Independence.................................25

        ITEM 14.   Principal Accounting Fees and Services................26

        ITEM 15.   Exhibits, Financial Statement Schedules...............27


<PAGE>
EXPLANATORY NOTE
Vital Products, Inc. is filing this Amendment No. 1 on Form 10-K/A to its
Annual Report on Form 10-K for the fiscal year ended July 31, 2012, which
was originally filed with the Securities and Exchange Commission on
November 2, 2012.

In order to respond to certain comments of the staff of the SEC the Company
is hereby amending disclosures in Item 1. Business, Items 1A. Risk Factors,
Item 7. Management Discussion and Analysis of Financial Condition and Results
of Operations, Item 9A Controls and Procedures, Item 10. Directors, Executive
Officers and Corporate Governance, Item 11. Executive Compensation, Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters, Item 13. Certain Relationships and Related Transactions,
and Director Independence and Item 15 Exhibit Index and
Exhibit 31 - Certifications.

In addition, as required by Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, currently dated certifications by our Principal
Executive Officer and Principal Financial Officer are filed as exhibits to
this Amendment. This Form 10-K/A - Amendment No. 1, replaces the previous
filing in its entirety.

PART I

ITEM 1. BUSINESS

HISTORICAL DEVELOPMENT

We incorporated in the State of Delaware on May 27, 2005.  We commenced
business under the Vital Products name in June 2005, having purchased assets
from Metro One Development, Inc. (formerly On The Go Healthcare, Inc.). In
August 2008, we changed our business strategy and we intend to develop a
business as a developer, marketer and distributor of eco-friendly industrial
packaging products.

OUR BUSINESS

As of 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. The transaction proposed
in the Letter of Intent did not close. On February 27, 2010, we entered into
a License Agreement with Den Packaging Corporation as noted below.

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 believed that DLW would work closely with us to develop new
products for existing markets and establish product line extensions to further
our market share reach as a developer of industrial packaging products. Most
importantly DLW has experience in the development of environmentally friendly
products and we expected that DLW would further our initiative to develop
environmentally acceptable products. As we have not had a product
commercialized by DLW we let the agreement expire on July 31, 2010.

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
agreed to 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. As we have not had a product commercialized
we let the agreement expire on July 31, 2010.

                                       4
<PAGE>


On January 13, 2009, we formally announced that we had commenced production of
Biofill (TM), our bio-based foam packaging product, and on January 26, 2009,
we received our first purchase order.  On January 30, 2009, we received a
second purchase order for our Biofill product from a major North American
manufacturer.

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 produced 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 continued
to develop, we believe that the purchase orders validated our product and
reflect the industrial packaging industry's trend towards environmentally
friendly product lines. As of July 31, 2011 we had limited production of
this new paper packaging system and abandoned this product and agreement.

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 had 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 was responsible for all expenses that relate to sales
generated under the License Agreement.  The duration of the agreement was 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.

The Company had determined that Den Packaging was a Variable Interest Entity
and that Vital Products, Inc. was the primary beneficiary. As such, Den
Packaging Corporation had been consolidated into the Company's financial
statements.

Den Packaging delivered a termination notice to the Company to cancel the
License Agreement effective May 1, 2011.  The Company determined that it
lost control of Den Packaging on May 1, 2011 and ceased to include the
balance sheet, results of operations and cash flows of Den Packaging in the
consolidated financial statements of the Company after April 30, 2011.

On April 26, 2012, we entered into a License Agreement with Vital Supplies.
Under the terms of the Agreement, we have the right to market the products
of Vital Supplies as well as the right of use of the facilities of Vital
Supplies including but not limited to the sales and distribution facilities.
Vital Supplies is a business to business supplier or printer ribbons, toner
cartridges and ink jet cartridges.  Vital Supplies purchases product from
approximately ten suppliers and then resell to other businesses. Vital
Supplies strategy is to purchase high quality products from many sources in
order maximize customer satisfaction and to minimize returns. As of
July 31, 2012 we have had two customers, Century Computer Products ("Century")
and Reliable Printing Solutions, Inc. ("Reliable"). Aaron Shrira, the sole
shareholder of Vital Supplies, is a 50% shareholder of both Century and
Reliable.
                                       5
<PAGE>




The Company has determined that Vital Supplies is a Variable Interest Entity
and that Vital Products, Inc. is the primary beneficiary. As such, Vital
Supplies has been consolidated into the Company's financial statements.

EMPLOYEES

As of July 31, 2012 we have no employees.

CUSTOMERS

The company currently has two customers. One customer represents 99% of the
total outstanding accounts receivable and two customers represent 100% of total
sales.

During the year ended July 31, 2012 and 2011, the Company had sales of $569,371
and $0, respectively, and as of July 31, 2012 and 2011 accounts receivable of
$128,320 and $0. respectively, all with Century Computer Products ("Century")
and Reliable Printing Solutions, Inc. ("Reliable"). Aaron Shrira, the sole
shareholder of Vital Supplies, is a 50% shareholder of both Century and
Reliable. Vital Supplies is a consolidated subsidiary of Vital Products.
We have determined that we are the primary beneficiary of Vital Supplies as
our interest in the entity is subject to variability based on results from
operations and changes in the fair value.

We are looking to expand our customer base in the United States. In general,
the dealers and consumers of our products also sell and use other similar
products, some of which compete with our products.

COMPETITION

We compete with other manufacturers and distributors who offer one or more
products that compete with the products we sell.  However, we believe that no
single competitor serving our markets offers as competitive a price as we do.
Our principal means of competition are our quality, reliability, and
value-added services, including delivery and service alternatives.

Our industry is highly competitive, characterized by the frequent introduction
of new products and includes numerous domestic and foreign competitors, some
of which are substantially larger and have greater financial and other
resources than we do.

DISTRIBUTION

We provide same-day and next-day services to all of our customers. Our products
are delivered via couriers such as FedEx, UPS and Purolator and our delivery
truck to meet our delivery commitments. We believe that our ability to continue
to grow our revenue base depends in part upon our ability to provide our
customers with efficient and reliable service.

We distribute our products through one primary point of distribution located
in Laguna Woods, California. We plan to distribute our products from other
distribution facilities if and when required. However, we have not committed
our resources at this time for any additional distribution facilities.

                                       6
<PAGE>


PRODUCT DEVELOPMENT

New toner and ink jet cartridge designs are constantly coming to market, which
Vital Supplies plans to include in their products available for sale.

MANUFACTURING AND PRODUCT SOURCING

Vital Products Supplies is in the business of selling compatible ribbons,
compatible laser and inkjet cartridges, as well as remanufactured.
Remanufacturing comprises of recycling and refurbishment of used cartridges.
Refurbishment requires refilling toner and may require repair and new parts.

GOVERNMENTAL REGULATION

There are no government regulations for our current product line.

ITEM 1A.  RISK FACTORS.

RISKS RELATED TO OUR BUSINESS

WE ARE NOT CURRENTLY PROFITABLE AND WE MAY NEVER BECOME PROFITABLE.

Our future operations may not be profitable if we are unable to develop our
business. Our ability to generate revenues and profits, if any, will depend
upon various factors, including whether we will be able to raise funding
to develop and market new products or find additional businesses to operate
and/or acquire.  We may not achieve our business objectives and the failure
to achieve these goals would have an adverse impact on our business.

WE HAVE A LIMITED OPERATING HISTORY AND YOU MAY LOSE YOUR INVESTMENT IF WE
ARE UNABLE TO DEVELOP AND DISTRIBUTE OUR INDUSTRIAL PACKAGING PRODUCTS OR
SUCCESSFULLY CHANGE OUR BUSINESS MODEL.

We commenced operations in June 2005 and initially engaged in limited
business activities manufacturing and marketing childcare products.  In
August 2008, we changed our business plan to focus on the development and
distribution of eco-friendly industrial packaging products.  We anticipated
that we anticipate facing challenges typically faced by start-up companies.
We may experience problems, delays, expenses and other difficulties, which are
typically encountered by companies in an early stage of development, many of
which may be beyond our control. Therefore, we could go out of
business and you may lose your investment.

WE NEED EXTERNAL FUNDING TO SUSTAIN AND GROW OUR BUSINESS AND IF WE CANNOT
FIND THIS FUNDING ON ACCEPTABLE TERMS, WE MAY HAVE TO CURTAIL OUR OPERATIONS
AND WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN WHICH WOULD REDUCE OUR
REVENUES.

We may not be able to generate sufficient revenues from our existing
operations to fund our capital requirements.  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.
                                       7
<PAGE>


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.

JAMES MCKINNEY, OUR ACTING CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER
AND SOLE DIRECTOR HAS SIGNFICANT INFLUENCE OVER OUR POLICIES AND AFFAIRS AND
HE MAY MAKE CORPORATE DECISIONS THAT COULD NEGATIVELY IMPACT OUR BUSINESS
AND STOCK PRICE.

James McKinney, our Acting Chief Executive Officer and Chief Financial Officer,
owns approximately 18.3% of our voting securities. Mr. McKinney also has
significant influence over our policies and affairs and all corporate actions
requiring shareholder approval including the election of directors. This
may delay, deter or prevent transactions, such as mergers or tender offers,
that could otherwise benefit investors.

WE MAY ENCOUNTER DIFFICULTIES MANAGING OUR PLANNED GROWTH, WHICH WOULD
ADVERSELY AFFECT OUR BUSINESS AND COULD RESULT IN INCREASING COSTS AS WELL
AS A DECREASE IN OUR STOCK PRICE.

As of July 31, 2012 we have no employees and we do not intend to continue to
develop new products. To manage our anticipated growth, we must continue to
improve our operational and financial systems and expand, train, retain and
manage  our employee base. Because of the registration of our securities,
we are  subject to reporting and disclosure obligations, and we anticipate
that we will hire additional finance and administrative personnel to address
these obligations.  In addition, the anticipated growth of our business will
place a significant strain on our existing managerial and financial resources.
If we cannot effectively manage our growth, our business may
be harmed.

OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE
AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.

In their report dated October 29, 2012, our independent registered public
accounting firm has expressed doubt about our ability to continue as a going
concern in our consolidated financial statements for the fiscal year ended
July 31, 2012. The auditors raised concerns about our ability to continue as a
going concern as a result of losses during the year and working capital
deficit. The auditors also raised concerns about our need to obtain additional
financing to continue our operations. We may not be able to obtain sufficient
additional funds in the future. The auditors also state that these conditions
cause substantial doubt about our 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.

                                      8
<PAGE>


THE CURRENT AND FUTURE CHALLENGING GLOBAL ECONOMY MAY ADVERSELY AFFECT OUR
BUSINESS

The current economic slowdown and any further economic decline in future
reporting periods could negatively affect our business and results of
operations. The volatility of the current economic climate makes it difficult
for us to predict the complete impact of this slowdown on our business and
results of operations. Due to these current economic conditions, our customers
and potential customers may face financial difficulties, the unavailability
of or reduction in commercial credit, or both, that may result in decreased
sales and revenues of our Company. Certain of our customers may cease
operations or seek bankruptcy protection, which would reduce our cash flows
and adversely impact our results of operations. Our customers that are
financially viable and not experiencing economic distress may elect to reduce
the volume of orders for our products in an effort to remain financially
stable or as a result of the unavailability of commercial credit which
would negatively affect our results of operations. Further, we may experience
challenges in forecasting revenues and operating results due to these global
economic conditions. The difficulty in forecasting revenues and operating
results may result in volatility in the market price of our common stock.

OUR BUSINESS IS SENSITIVE TO CHANGES IN INDUSTRY DEMANDS.

Vital is no longer active in industrial packaging products in the United States
or Canadian markets. Effective May 1, 2012 ceased industrial packaging
operations in Ontario Canada and moved to California. Vital Products is a
business to business supplier of printer ribbons, toner cartridges and ink jet
cartridges.

RISKS RELATED TO OUR STOCK

A TRADING MARKET MAY NOT DEVELOP FOR OUR COMMON STOCK AND YOU MAY FIND IT
DIFFICULT OR IMPOSSIBLE TO SELL YOUR SHARES FOR THE FORESEEABLE FUTURE.

Our common stock currently trades on the Over-the-Counter Bulletin Board.
If a trading market does not develop for our common stock, you may find it
difficult or impossible to sell your shares.

"PENNY STOCK" RULES MAY MAKE BUYING OR SELLING OUR SECURITIES DIFFICULT WHICH
MAY MAKE OUR STOCK LESS LIQUID AND MAKE IT HARDER FOR INVESTORS TO BUY AND
SELL OUR SHARES.

Trading in our securities is subject to the SEC's "penny stock" rules and it
is anticipated that trading in our securities will continue to be subject to
the penny stock rules for the foreseeable future.  The SEC has adopted
regulations that generally define a penny stock to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. These rules require that any broker-dealer who recommends our
securities to persons other than prior customers and accredited investors
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchaser's written agreement to execute the
transaction.  Unless an exception is available, the regulations require the


                                       9
<PAGE>

delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with
trading in the penny stock market.  In addition, broker-dealers must disclose
commissions payable to both the broker-dealer and the registered representative
and current quotations for the securities they offer.  The additional burdens
imposed upon broker-dealers by these requirements may discourage broker-dealers
from recommending transactions in our securities, which could severely limit
the liquidity of our securities and consequently adversely affect the market
price for our securities.

WE ARE EXPOSED TO FOREIGN CURRENCY RISKS.

Our operations are previously located in Canada and most of our
transactions were in the local currency.  As a result, we have significant
debts due in Canadian dollars recorded on our balance sheet. We do not trade
in hedging instruments and a significant change in the foreign exchange rate
between the Canadian Dollar and U.S. Dollar could have a material adverse
effect on our business, financial condition and results of operations.

ITEM 2.  PROPERTIES.

We are headquartered in Laguna Woods, California where we have a 120 square
foot for the office at no charge. Vital Products, Inc. uses the warehousing
and shipping facilities of Vital Product Services, Inc. in accordance with
our our license agreement. We have a month to month lease for these facilities
and pay monthly rent of $4,050.

ITEM 3. 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 4. MINE SAFETY DISCLOSURE

Not applicable





                                       10
<PAGE>

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
         ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock has traded over the counter and has been quoted on the
Over-The-Counter Bulletin Board since June 16, 2008. The stock currently
trades under the symbol "VTPI. " The following table sets forth the high
and low bid prices for our common stock for each quarter during the last
two fiscal years, so far as information is reported, as quoted on the
Over-the-Counter Bulletin Board. These quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.  All prices have been adjusted to reflect
a 1 for 1000 reverse stock split, effective March 2, 2012.

                                                 High    Low

For the Fiscal Year Ended July 31, 2012         $  1.80   $  0.015

First Quarter ended October 31, 2010            $  0.70   $  0.20

Second Quarter ended January 31, 2011           $  0.50   $  0.20

Third Quarter ended April 30, 2011              $  1.20   $  0.05

Fourth Quarter ended July 31, 2012              $  0.29   $  0.02


For the Fiscal Year Ended July 31, 2011

Fourth Quarter ended July 31, 2011              $  3.80   $  0.50

Holders

The number of record holders of our common stock as of July 31, 2012 was
approximately 80, not including nominees of beneficial owners.

Dividends

Since our inception, we have not paid dividends on our common stock. We do
not expect to pay dividends on our common stock in the foreseeable future;
rather we intend to retain any earnings for use in our business activities.


SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of July 31, 2012, we do not have any securities authorized for issuance
under equity compensation plans.

                                       11
<PAGE>

SECURITIES ISSUED UNDER STOCK OPTION PLANS

During the fiscal year ended July 31, 2012, we did not issue securities
under any Stock Option Plans.

RECENT SALES OF UNREGISTERED SECURITIES

All amounts have been adjusted to reflect a 1 to 1000 stock reverse split on
March 5, 2012.

On February 10, 2012 the Board of Directors approved the issuance to James
McKinney, the President and Chief Financial Officer of the Company, a signing
bonus comprising 60,000 shares of Series A Convertible Preferred Stock and
100,000,000 shares of common stock valued at $21,200 ($0.002 per share of
common stock).

Between March 20, 2012 and April 26, 2012, an existing investor converted
$95,800 principal and interest amount in loans into an aggregate of
479,000,000 shares of our common stock, at a conversion rate of $0.0002 per
share. With respect to the sales of our securities described above, we relied
on the Section 4(2) exemption from securities registration under the federal
securities laws for transactions not involving any public offering. No
advertising or general solicitation was employed in offering the securities.
The securities were sold to accredited investors. The securities were offered
for investment purposes only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted by us.

ITEM 6.  SELECTED FINANCIAL DATA.

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

Important Factors Regarding Forward Looking Statements

This annual report on Form 10-K 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 report and other reports we file 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 annual
report to conform these statements to actual results or to changes in our
expectations, except as required by law.

                                       12
<PAGE>


The following discussion and analysis should be read in conjunction with the
consolidated financial statements and notes thereto, and other financial
information included elsewhere in this annual report on Form 10-K.

Overview

We incorporated in the State of Delaware on May 27, 2005 and commenced business
under the Vital Products name in July 2005.  Our fiscal year end is July 31.
On April 26, 2012, we entered into a Licensing Agreement with Vital Product
Supplies, Inc. ("Vital Supplies") that allows us right to market the products
of Vital Supplies as well as the right of use of the facilities of Vital
Supplies including but not limited to the sales and distribution facilities
As a result of this agreement, Vital Supplies has been consolidated as a
variable interest entity.

Management's Strategic Vision

Our overall business strategy primarily rests on our ability to secure
additional capital through financing activities. In August 2008, we changed
our business plan to pursue a new line of business as a developer and
distributor of material, handling and industrial packaging products. We
are not able to predict when we will move forward with our business plan
until we can raise additional capital. The License Agreement with Den Packaging
Corporation allowed us access to a broader range of products to sell and
an existing customer base.

The License Agreement was terminated by Den Packaging and the Company
determined that it lost control of Den Packaging effective May 1, 2011.
As such, the Company derecognized the assets and liabilities of Den Packaging
from its consolidated financial statements at their carrying values.

On April 26, 2012, we entered into a License Agreement with Vital Supplies.
Under the terms of the Agreement, we have the right to market the products
of Vital Supplies as well as the right of use of the facilities of Vital
Supplies including but not limited to the sales and distribution facilities.

The Company has determined that Vital Supplies is a Variable Interest Entity
and that Vital Products, Inc. is the primary beneficiary. As such, Vital
Supplies has been consolidated into the Company's financial statements.

Challenges and Uncertainties

We may not be able to arrange any additional 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 incurring debt, we may not
be able to sustain or grow our business which may cause our revenues and stock
price to decline.






                                       13
<PAGE>


Critical Accounting Policies and Estimates

The preparation of consolidated 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 consolidated 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, 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 consolidated financial statements:

Foreign Currency Translation

After operations of the Company moved from Ontario, Canada to California, the
Company reviewed its functional currency and determined that it was appropriate
to change the functional currency to the U.S. dollar from the Canadian dollar
on May 1, 2012

Prior to May 1, 2012, 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.

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101") as modified by Securities and Exchange Commission Staff
Accounting Bulletin No. 104. Under SAB 101,which was primarily codified into
Topic 605 Revenue Recognition SEC Staff Accounting Bulletin Topic 13 in the
Accounting Standards Codification, 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 fixed or 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.







                                       14
<PAGE>



Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income," which was primarily codified
in Topic 220, Comprehensive Income in the Accounts Standards Codification,
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, SFAS No. 130
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
consolidated 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

There have been no recent accounting pronouncements or changes in accounting
pronouncements that impacted the fourth quarter of fiscal 2012, or which are
expected to impact future periods, that were not already adopted and disclosed
in prior periods.

Results of Operations for the Fiscal Year Ended July 31, 2012 Compared to
the Fiscal Year Ended July 31, 2011

Revenues:

Our revenues decreased by 54% or $615,325 during the year, from $1,149,624 in
fiscal 2011 to $534,299 in fiscal 2012. The decrease in revenues was primarily
the result of the termination of the License Agreement with Den Packaging
Corporation on May 1, 2012. As a result, revenues from operations for Den
Packaging after April 30, 2011 are not included in the consolidated financial
statements of the Company.

On April 26, 2012, we entered into a License Agreement with Vital Supplies.
Under the terms of the Agreement, we have the right to market the products of
Vital Supplies as well as the right of use of the facilities of Vital Supplies
including but not limited to the sales and distribution facilities.

The Company has determined that Vital Supplies is a Variable Interest Entity
and that Vital Products, Inc. is the primary beneficiary. As such, Vital
Supplies has been consolidated into the Company's financial statements.

Cost of Sales:

Our cost of sales decreased by $340,794 or 40% during the year, from $846,635
in fiscal 2011 to $505,841 in fiscal 2012. The decrease in cost of sales was
directly related to the termination of the License Agreement with Den Packaging
Corporation.

On May 1, 2011 the License Agreement was terminated and cost of sales for Den
Packaging after April 30, 2011 are not included in the consolidated financial
statements of the Company.
                                       15
<PAGE>

Selling, General, Administrative and Consulting Expenses:

Our selling, general, administrative and consulting expenses for the year ended
July 31, 2012 decreased by $403,348 or 72% to $159,473, as compared
to $562,821 for the year ended July 31, 2011. The decrease in selling,
general, administrative and consulting expenses was primarily due to the
termination of the License Agreement with Den Packaging.

On May 1, 2011 the License Agreement was terminated and expenses for Den
Packaging after April 30, 2011 are not included in the consolidated financial
statements of the Company.

Net loss:

Our net loss attributable to Vital Products for the year ended July 31, 2012
was $244,246, as compared to a net loss of $374,111 for the year ended
July 31, 2011.  The $129,865 decrease in net loss compared to the prior year
was primarily attributable to a reduction in selling, general and
administrative expenses. The loss attributed to Vital Products was $24,249
for the period from April 26, 2012 to July 31,2012.

Our total assets for the year ended July 31, 2012 were $244,583, an increase
of 1071%, or $223,700, as compared to $20,833 for the fiscal year ended
July 31, 2010.  The increase in total assets compared to the prior year was
primarily the result of an increase in inventory and accounts receivable
as a result of the License Agreement with Vital Supplies.

Our total liabilities for the year ended July 31, 2012 were $987,968 an
increase of $271,905 or 38%, as compared to $716,063 for the year
ended July 31, 2011. The increase in our total liabilities compared to the
prior year was primarily the result of increased accounts payable related to
financing accounts receivable and inventory for Vital Supplies and Advances
to pay for administrative costs of the Company.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements to report for the fiscal
year ended July 31, 2012.

Liquidity and Capital Resources
As of July 31, 2012, we had total current assets of $244,583 and total current
liabilities of $987,968, resulting in a working capital deficit of $743,385.
As of July 31, 2012, we had cash of $1,050.

Our cash used in operating activities for the year ended July 31, 2012 was
$103,387.

Our current cash balance and cash flow from operating activities will not be
sufficient to fund our operations.  Our cash inflow from financing activities
for the year ended July 31, 2012 was $86,240 which was primarily the result
of cash advances received by the Company.

                                       16
<PAGE>


We will need to raise capital of approximately $300,000 to $350,000, through
either debt or equity instruments to fund our operations. We may not be
successful in raising the necessary capital to fund our operations. In
addition to amounts needed to fund our operations, we may need to generate
an additional $985,968 to cover our current liabilities.

The Company did not receive cash from the issuance of convertible notes
payable during the year ended July 31, 2012. The notes currently outstanding
bear interest at 20% per annum, allow for the lender to secure a portion of
the Company assets up to 200% of their respective face values of the loan and
mature one year from the day of their  respective issuance.  As at
July 31, 2012, the unamortized discount on the promissory notes payable
amounts to $78,088. The notes held by L. Burke have right to convert the
Note plus accrued interest into shares of the Company's common  stock at
any time prior to the Maturity Date. The number of common stock to be issued
will be determined based on 75% of the average of the lowest closing bid price
during the fifteen trading days immediately prior to conversion. The note held
by The Cellular Connection Ltd. has a fixed conversion price of $0.0002 per
share of common stock of the Company.  None of the convertible secured
promissory notes are in default.

At July 31, 2012, the accrued and accreted interest on each convertible note
payable is as follows:


           Original
Promissory Date of        Maturity                  Accrued  Accreted
Note       Issuance       Date          Principal  Interest  Interest    Total
---------- -------------  ------------- ---------  --------  -------- --------
7          May 27, 2010   May 26, 2013  $  53,280  $  2,368   $ 2,960 $ 58,608
9          Nov. 29, 2010  Nov. 28, 2012    58,800    10,453    13,067   82,320
12         April 7, 2011  April 6, 2013    38,400     3,413     4,267   46,080
13         Feb. 24, 2012  Feb. 23, 2013    27,241     7,539    22,615   57,395
                                        ---------  --------  --------  -------
                                        $ 177,721  $ 23,773  $ 42,909  244,403
                                        =========  ========  ========  =======


Until such a time when 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, we will remain reliant on borrowing funds or
selling equity to cover our expenses.

We intend to raise funds through the issuance of debt or equity.  Raising
funds in this manner typically requires significant time and effort to find
accredited investors, and the terms of such an investment must be negotiated
for each investment made. 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.

ITEM 7A.  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.

                                       17
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The consolidated financial statements and related notes are included as part of
this Annual Report.



                              VITAL PRODUCTS, INC.

                                     INDEX

                            July 31, 2012 and 2011


                                                                    Page


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.............. F1


CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets.......................................... F2

Consolidated Statements of Operations and Comprehensive Loss......... F3

Consolidated Statements of Stockholders' Deficit .................... F4

Consolidated Statements of Cash Flows................................ F5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................... F6 - F21

<PAGE>























REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders
Vital Products, Inc.

We have audited the accompanying consolidated balance sheets of Vital Products,
Inc. as of July 31, 2012 and 2011, and the related consolidated statements of
operations and comprehensive income, stockholders' deficit, and cash flows for
each of the years in the two-year period ended July 31, 2012. Vital Products,
Inc.'s management is responsible for these consolidated financial statements.
Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Vital Products,
Inc. as of July 31, 2012 and 2011, and the results of their operations and
their cash flows for each of the years in the two-year period ended
July 31, 2012, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has incurred recurring losses from
operations, which raise substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

/s/ De Joya Griffith, LLC

De Joya Griffith, LLC
Henderson, NV
October 29, 2012

F1

<PAGE>






Vital Products, Inc.
CONSOLIDATED BALANCE SHEETS
(Audited)
                                            July 31, 2012       July 31, 2011


ASSETS

Current assets
        Cash                                     $   1,050       $   3,869
        Accounts receivable                              -           9,989
        Accounts receivable - related party        128,320               -
        Inventory                                  115,213           4,572
        Due from related party                          --           2,453

                Total current assets               244,583          20,883
                                                 ---------      ----------
Total assets                                     $ 244,583       $  20,883
                                                 =========      ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
        Accounts payable and accrued liabilities $ 324,594       $  69,904
        Accounts payable and accrued liabilities
          - related party                          195,001         173,224
        Provision for sales returns                  2,000               -
        Advances                                    86,040               -
        Convertible notes payable, net             244,403         298,026
        Advances from related parties              135,930         174,909
                                                 ---------      ----------
                Total current liabilities          987,968         716,063
                                                 ---------      ----------
Total liabilities                                  987,968         716,063
                                                 ---------      ----------
Stockholders' deficit
        Preferred Stock; $0.01 par value;
        authorized undesignated 900,000 shares,
        no shares issued and outstanding
        Series A Convertible Preferred Stock;
        $0.01 par value;100,000 shares
        authorized, 100,000 and 40,000 issued
        and outstanding, respectively                1,000             400

        Common stock; $0.0001 par value;
        1,000,000,000 shares authorized and
        579,298,478 and 298,478 issued and
        outstanding, respectively                   57,930              30
        Additional paid-in capital               3,803,744       3,656,482
        Accumulated other comprehensive income      47,181          32,853
        Accumulated deficit                     (4,629,191)     (4,384,945)
                                                 ---------      ----------
        Total Vital Products, Inc.
        stockholders' deficit                     (719,336)       (695,180)
        Noncontrolling interest                    (24,049)              -
                                                 ---------      ----------
        Total deficit                             (743,385)       (695,180)
                                                 ---------      ----------
Total liabilities and deficit                   $  244,583      $   20,883
                                                 =========      ==========

See Accompanying Notes to Consolidated Financial Statements.
                                                                            F2
<PAGE>


Vital Products, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Audited)
                                                  For the         For the
                                                year ended      year ended
                                               July 31, 2012   July 31, 2011
                                               -------------   -------------

Sales                                          $    534,299    $   1,149,624
Cost of sales                                       505,841          846,635
                                               -------------   -------------
Gross profit                                         28,458          302,989
                                               -------------   -------------
Operating expenses
        Selling, general and administrative         159,473          562,821
        Consulting                                       --           14,926
        Depreciation                                     --            3,117
                                               -------------   -------------
Total operating expenses                            159,473          580,864
                                               -------------   -------------
Net operating loss                                 (131,015)        (277,875)

Other income (loss)
        Financing costs                            (214,889)        (157,749)
        Gain on settlement of debt                   85,688           16,095
        Gain (loss) on currency exchange rate        (8,279)          43,360
                                               -------------   -------------
Net loss                                           (268,495)        (376,169)

Net (income) loss attributed to noncontrolling
  interest                                          (24,249)          (2,058)
                                               -------------   -------------
Net loss attributable to Vital Products, Inc.      (244,246)        (374,111)

Other comprehensive income (loss)
Foreign currency translation adjustment              14,328          (37,745)
                                               -------------   -------------
Comprehensive loss                               $ (229,918)      $ (411,856)
                                               =============   =============
Net loss attributable to Vital Products Inc.
  per common share, basic                        $    (0.00)      $    (2.17)
                                               =============   =============
Weighted average number of common shares
  outstanding, basic                            182,416,675          172,624
                                               =============   =============

See Accompanying Notes to Consolidated Financial Statements.
                                                                            F3
<PAGE>












        Vital Products, Inc.
        CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
        FOR THE YEARS ENDED JULY 31, 2012 AND 2011
        (Audited)

<TABLE>
                                                                       Accumulated
                                                           Additional     Other                                          Total
                      Preferred Stock     Common Stock      Paid-in    Comprehensive   Accumulated   Noncontrolling  Shareholders'
                      Shares  Amount     Shares    Amount    Capital      Income          Deficit        interest         (Deficit)
<S>                  <C>      <C>        <C>       <C>     <C>           <C>         <C>               <C>             <C>
Balance
 July 31, 2010        40,000   $ 400         3,021    $ --  $3,597,420   $ 70,598     $(4,010,834)       $ 195,263      $ (147,153)

Beneficial conversion
feature on convertible
promissory notes          --      --            --      --      29,546         --              --               --          29,546

Issuance of
common stock
for conversion of
promissory notes          --      --       295,457      30      29,516         --              --               --          29,546

Loss of control of Den
Packaging Inc.            --      --            --      --          --         --              --         (193,205)       (193,205)

Net loss attributable
to non-controlling
interest                  --      --            --      --          --         --              --           (2,058)         (2,058)

Foreign
currency
translation               --      --            --      --          --    (37,745)             --               --         (37,745)

Net loss attributed to
  Vital Products, Inc.    --      --            --      --          --         --        (374,111)              --        (374,111)
-----------------------------------------------------------------------------------------------------------------------------------
Balance
 July 31, 2011        40,000     400       298,478      30   3,656,482     32,853      (4,384,945)              --        (695,180)
-----------------------------------------------------------------------------------------------------------------------------------
Issuance of stock to
 CFO for signing
   bonus              60,000     600   100,000,000  10,000      10,600         --              --               --          21,200

Beneficial conversion
 feature on convertible
 promissory note          --      --            --      --      88,763         --              --               --          88,763

Issuance of stock for
 conversion of
 promissory note          --      --   479,000,000  47,900      47,900         --              --               --          95,800

Acquisition of Vital
 Products Supplies, Inc.  --      --            --      --          --         --              --              200             200

Net loss attributable to
 non-controlling interest --      --            --      --          --         --              --          (24,249)        (24,249)

Foreign currency
 translation              --      --            --      --          --     14,328              --               --          14,328

Net loss                  --      --            --      --          --         --        (244,246)              --        (244,246)
-----------------------------------------------------------------------------------------------------------------------------------
Balance
 July 31, 2012       100,000 $ 1,000   579,298,478 $57,930  $3,803,744   $ 47,181     ($4,629,191)        ($24,049)      ($743,385)
===================================================================================================================================



</TABLE>

See Accompanying Notes to Consolidated financial statements.
                                                                            F4
<PAGE>




Vital Products, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Audited)
                                                  For the         For the
                                                year ended      year ended
                                               July 31, 2012   July 31, 2011
                                               -------------   -------------

Cash flows from operating activities
        Net loss                                $   (268,495)   $   (376,169)
        Adjustments to reconcile net loss
to cash used in operating activities
                Share-based compensation              21,200               -
                Depreciation                              --           3,117
                Accretion of debt discount and
                  interest expense                   216,627         157,749
                Bad debt expense                          --           7,193
                Loss on currency exchange                 --         (16,095)
                Gain on settlement of debt           (85,688)        (43,360)
        Changes in operating assets and liabilities
                Accounts receivable                 (118,331)         35,429
                Inventory                           (110,641)         10,722
                Due from related party                 2,453           3,563
                Accounts payable and accrued
                  liabilities                        276,467          36,641
           Provision for sales returns                 2,000               -
           Advances (repayment)from related parties  (38,979)         85,815
                                               -------------   -------------
        Net cash used in operating activities       (103,387)        (95,395)
                                               -------------   -------------
Cash flow from financing activities
                Payment on bank overdraft                  -          (9,467)
                Advances                              86,040               -
                Proceeds from convertible notes
                  payable                                  -         108,200
                Non-controlling interest                 200               -
                                               -------------   -------------
        Net cash provided by financing  activities    86,240          98,733
                                               -------------   -------------
Effect of exchange rate on cash                       14,328             136
                                               -------------   -------------
Net change in cash                                    (2,819)          3,474

Cash, beginning of the period                          3,869             395
                                               -------------   -------------
Cash, end of the period                          $     1,050       $   3,869
                                               =============   =============
Supplemental disclosure of non-cash investing and
  financing activities
                Issuance of common stock for
                  conversion of promissory note  $    95,800       $  29,546
                                               =============   =============
                Beneficial conversion feature    $    88,762       $  29,546
                                               =============   =============

See Accompanying Notes to Consolidated financial statements.
                                                                            F5
<PAGE>







VITAL PRODUCTS, INC.
Notes to Consolidated Financial Statements
July 31, 2012 and 2011


1. NATURE OF OPERATIONS AND BASIS FOR PRESENTATION

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

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. The transaction proposed in
the Letter of Intent did not close. On February 27, 2010, we entered into a
License Agreement with Den Packaging Corporation as noted below.

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 believed that DLW would 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 expected that DLW would further our
initiative to develop environmentally acceptable products. As we have not had
a product commercialized by DLW we let the agreement expire on
July 31, 2011.

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
would 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. As we have not had a product commercialized
we let the agreement expire on July 31, 2011.

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. As of July 31, 2011, we have limited production of
the new paper packaging product.

                                                                            F6
<PAGE>

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.

The Company determined that Den Packaging was a Variable Interest Entity
and that Vital Products, Inc. is the primary beneficiary. As such, Den
Packaging Corporation was consolidated into the Company's financial
statements.

Den Packaging delivered a termination notice to the Company to cancel the
License Agreement effective May 1, 2011.  The Company determined that it lost
control of Den Packaging on May 1, 2011 and ceased to include the balance
sheet, results of operations and cash flows of Den Packaging in the
consolidated financial statements of the Company after April 30, 2011.

On April 26, 2012, we entered into a License Agreement with Vital Products
Supplies, Inc. ("Vital Supplies"). Under the terms of the Agreement, we have
the right to market the products of Vital Supplies as well as the right of use
of the facilities of Vital Supplies including but not limited to the sales and
distribution facilities. We agreed to pay a fee of 1.5% of all sales generated
plus a management fee of 1.5% 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 April 26, 2012 and
thereafter on a month-by-month basis unless sooner terminated by Vital Supplies
as provided for in the agreement. Vital Supplies 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.

The Company has determined that Vital Supplies is a Variable Interest Entity
and that Vital Products, Inc. is the primary beneficiary. As such, Vital
Supplies has been consolidated into the Company's financial statements.





                                                                            F7
<PAGE>



2. SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Going Concern

During the years ended July 31, 2012 and 2011, the Company incurred
losses of $268,495 and $376,169, respectively and cash used in operations was
$103,387 and $95,395, respectively.  The Company financed its operations
through loans payable and vendors' credit.

Management believes that the current cash balances at July 31, 2012 and net
future cash proceeds from operations will not be sufficient to meet the
Company's cash requirements for the next twelve months.

These consolidated 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 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. These
consolidated financial statements do not contain any adjustments for this
contingency.

Accounting Principles

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

                                                                            F8
<PAGE>




2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Consolidation

The consolidated financial statements include the accounts of the Company and
its variable interest entity ("VIE") in which the Company is the primary
beneficiary. Effective August 1, 2009, the Company adopted the accounting
standards for non-controlling interests and reclassified the equity
attributable to its non-controlling interests as a component of equity in
the accompanying consolidated balance sheets. All significant intercompany
balances and transactions have been eliminated in consolidation.

Management's determination of the appropriate accounting method with respect
to the Company's variable interests is based on accounting standards for
VIEs issued by the Financial Accounting Standards Board ("FASB"). The
Company consolidates any VIEs in which it is the primary beneficiary and
discloses significant variable interests in VIEs of which it is not the
primary beneficiary, if any.

Use of Estimates

The preparation of consolidated 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 consolidated 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

After operations of the Company moved from Ontario, Canada to California, the
Company reviewed its functional currency and determined that it was appropriate
to change the functional currency to the U.S. dollar from the Canadian dollar
May 1, 2012

Prior to May 1, 2012, our financial information was 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.

                                                                            F9
<PAGE>


2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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 sales taxes, discounts and returns.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with maturities of
three months or less when purchased.  Cash and cash equivalents are on deposit
with financial institutions without any restrictions.  At July 31, 2012 and
2011, cash equivalents amounted to $0.

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. At July 31, 2012 and 2011, the
allowance for doubtful accounts amounted to $0.

Fair Value of Financial Instruments

The Company's financial instruments comprise cash, accounts receivable -
related party, accounts payable and accrued liabilities, notes payable to
The Cellular Connection Ltd. and L. Burke, advances, and advances from
related party.  The carrying value of Company's short-term instruments
approximates fair value, unless  otherwise noted, due to the short-term
maturity of these instruments.  In management's opinion, the fair value
of notes payable is approximate to  carrying value as the interest rates
and other features of these instruments approximate those obtainable for
similar instruments in the current market.  Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant
interest, currency or credit risks in respect of these financial
instruments.



                                                                        F10
<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventory

Inventory comprises finished goods held for sale and is stated at the 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 $0 at July 31, 2012
(July 31, 2011 - $11,518).

Equipment

Equipment is recorded at cost less accumulated depreciation.  Depreciation of
equipment is provided annually as indicated below over the estimated useful
life of the asset, except for current year additions on which one-half of the
rates are applicable:

        Manufacturing equipment          5 years straight line
        Molds                            3 years straight line

The cost of repairs and maintenance is charged to expense as incurred.
Expenditures for property betterments and renewals are capitalized. Upon sale
or other disposition of a depreciable asset, cost and accumulated depreciation
are removed from the accounts and any gain or loss is reflected in other
revenues (expenses).  The Company periodically evaluates whether events and
circumstances have occurred that may warrant revision of the estimated useful
life of equipment or whether the remaining balance of equipment should
be evaluated for possible impairment. The Company uses an estimate of the
related undiscounted cash flows over the remaining life of the equipment
in measuring their recoverability.

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.


                                                                             F11
<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

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 consolidated 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.

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
antidilutive. However, these dilutive securities could potentially dilute
earnings per share in the future.

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.

                                                                            F12
<PAGE>




2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting
pronouncements that impacted the fourth quarter of fiscal 2012, or which are
expected to impact future periods, that were not already adopted and disclosed
in prior periods.

3.  VARIABLE INTEREST ENTITY

Following is a description of our financial interests in a variable interest
entity that we consider significant, those for which we have determined that
we are the primary beneficiary of the entity and, therefore, have consolidated
the entity into our financial statements.

Den Packaging Corporation - 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.

We have determined that we are the primary beneficiary of Den Packaging
Corporation as our interest in the entity is subject to variability based on
results from operations and changes in the fair value. For the period ended
April 30, 2010, the License Agreement was determined not to be a VIE because
certain operations of Den Packaging Corporation were not included in the
Agreement and as such did not meet the definition of a legal entity. After
April 30, 2010, all operations of Den Packaging are included in the License
Agreement.

The results of operations for Den Packaging Corporation have been included in
the consolidated financial statements of the Company. The Company did not pay
consideration to enter into the License Agreement.  The acquisition has been
accounted for using the purchase method as follows:




                                                                            F13
<PAGE>




                                                  April 30, 2010
                                                  --------------
        Current assets                               $   424,773
        Equipment                                         22,850
        Bank indebtedness                                (60,541)
        Accounts payable and accrued liabilities        (161,070)
        Non-controlling interest                        (226,012)
                                                       ---------
                                                     $        -
                                                       =========

The License Agreement was terminated by Den Packaging and the Company
determined that it lost control of Den Packaging effective May 1, 2011.
As such, the Company derecognized the following assets and liabilities of
Den Packaging from its consolidated financial statements at their carrying
values as of May 1, 2011.

                                                      May 1, 2011
                                                      -----------
         Current assets                               $   365,765
        Equipment                                          24,248
        Bank indebtedness                                 (29,854)
        Accounts payable and accrued liabilities         (147,596)
         Accumulated other comprehensive loss             (19,358)
        Non-controlling interest                         (193,205)
                                                        ---------
                                                       $        -
                                                        =========

Upon derecognition of the assets and liabilities of Den Packaging, the
Company recognized a liability of $103,384 for management fees earned during
the License Agreement which are due to Den Packaging.

For the year ended July 31, 2011, our statement of operations recognizes
sales of $1,099,066, cost of sales of $784,576 and selling, general and
administrative expenses of $316,548 related to our interest in Den Packaging
Corporation for the period from August 1, 2010 to April 30, 2011.

Vital Products Supplies, Inc. - On April 26, 2012, we entered into a License
Agreement with Vital Products Supplies, Inc. ("Vital Supplies"). Under the
terms of the Agreement, we have the right to market the products of Vital
Supplies as well as the right of use of the facilities of Vital Supplies
including but not limited to the sales and distribution facilities. We agreed
to pay a fee of 1.5% of all sales generated plus a management fee of 1.5% 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 April 26, 2012 and thereafter on a month-by-month basis
unless sooner terminated by Vital Supplies as provided for in the agreement.
Vital Supplies 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.

We have determined that we are the primary beneficiary of Vital Supplies as
our interest in the entity is subject to variability based on results from
operations and changes in the fair value.

                                                                            F14
<PAGE>


The results of operations for Vital Supplies have been included in the
consolidated financial statements of the Company. The Company did not pay
consideration to enter into the License Agreement. The acquisition has been
accounted for using the purchase method as follows:

        Cash                             $    200
        Non-controlling interest             (200)
                                         ---------
                                         $     -
                                         =========

At July 31, 2012 our consolidated balance sheet recognizes current assets of
$244,583, and accounts payable and accrued liabilities of $266,632 related
to our interests in Vital Supplies.  Our statement of operations recognizes
sales of $569,063 cost of sales of $541,052 and selling, general and
administrative expenses of $50,259 related to our interest in Vital Supplies
for the period from April 26, 2012 to July 31, 2012.


4.  INVENTORY

As of July 31, 2012 and 2011, inventory is comprised of finished goods and no
provision for inventory obsolescence has been recorded.


5.  EQUIPMENT

As of July 31, 2012 and 2011, equipment consists of the following:

                                                      2012           2011
                                               ------------    -----------
        Machinery and equipment                $         -     $   342,153
        Molds                                            -         235,081
        Computer hardware and software                   -               -
        Leasehold improvements                           -               -
                                               ------------    -----------
                                                         -         577,234
        Less:  Accumulated depreciation                  -        (577,234)
                                               ------------    -----------
        Equipment, net                         $         -     $         -
                                               ============    ===========

Depreciation expense was $0 and $3,117 for the years ended July 31, 2012
and 2011, respectively.









                                                                            F15
<PAGE>

6.  REVOLVING DEMAND CREDIT FACILITY

Den Packaging Corporation, a consolidated variable interest entity, had an
operating line of credit of $225,000 CDN of which $34,037 ($35,000 CDN) was
utilized at July 31, 2010.  The line of credit bears interest of prime
plus 1.75% and is secured by accounts receivable, inventory and other assets
of Den Packaging Corporation and a personal guarantee of the President. On
May 1, 2010, the Company ceased recognition of the revolving demand credit
facility upon termination of the License Agreement with Den Packaging.

7.  CONVERTIBLE NOTES PAYABLE TO THE CELLULAR CONNECTION LTD. AND L. BURKE


                   Original
                   Date of Issuance   Maturity Date           2012       2011
                   ----------------   -------------       ---------  ---------
Promissory Note 3  June 12, 2009      June 11, 2012        $      0   $ 31,680
Promissory Note 4  November 18, 2009  November 17, 2012           0     30,000
Promissory Note 5  March 26, 2010     March 25, 2012              0     12,000
Promissory Note 6  June 29, 2010      June 28, 2012               0     12,000
Promissory Note 7  May 27, 2010       May 26, 2013           53,280     44,400
Promissory Note 8  September 28, 2010 September 27, 2012          0     12,000
Promissory Note 9  November 29, 2010  November 28, 2012      58,800     49,000
Promissory Note 10 December 10, 2010  December 9, 2012            0     10,000
Promissory Note 11 February 25, 2011  February 24, 2012           0      5,200
Promissory Note 12 April 7, 2011      April 6, 2013          38,400     32,000
Promissory Note 13 February 24, 2012  February 23, 2013      27,241          0
Interest                                                     23,773     25,844
Accretion                                                    42,909     33,902
                                                           ---------   --------

                                                          $ 244,403  $ 298,026
                                                          =========  =========

As of July 31, 2012 and 2011, notes payable are recorded net of unamortized
debt discount of $78,088 and $87,949, respectively.

On August 31, 2010, the Company agreed to amend the terms of Promissory Note 2
issued to the Cellular Connection Ltd. The modification of the Note upon
renewal has been 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 interest accretion expense of $22,160
as a result of unamortized debt discount on August 30, 2010. Under the terms
of the Side Letter Agreement, the conversion feature of the Note was amended
to a fixed conversion price of $0.10 from $100.00 per share of common stock.
The face value of the Note is $29,546 which aggregates principal and
accumulated interest through August 30, 2010. The amendment of the terms of
Promissory Note 2 resulted in a beneficial conversion feature of $29,546
since the closing price of common stock on August 31, 2010 exceeded the fixed
conversion price. The beneficial conversion feature of $29,546 is included
in additional paid-in capital. Commencing on August 31, 2010 and ending on
April 30, 2011 the holder of the note converted $29,546 of principal plus
accrued interest into 295,457 shares of the Company's common stock.



                                                                            F16
<PAGE>


On November 18, 2010, Promissory Note 4 renewed for an additional year under
the terms outlined in the original Note. The modification of the Note upon
renewal has been 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 $10,000 gain.

On March 26, 2011, Promissory Note 5 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
has been 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 $4,000 gain.

On May 27, 2011, Promissory Note 7 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
has been 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 $14,800 gain.

On June 12, 2011, Promissory Note 3 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
has been 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 $10,560 gain.

On June 26, 2011, Promissory Note 6 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
has been 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 $4,000 gain.

On November 29, 2011, Promissory Note 9 renewed for an additional year under
the terms outlined in the original Note. The modification of the Note upon
renewal has been 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 $19,600 gain.

On December 10, 2011, Promissory Note 10 renewed for an additional year under
the terms outlined in the original Note. The modification of the Note upon
renewal has been 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 $4,000 gain.

On April 7, 2012, Promissory Note 12 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
has been 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 $12,800 gain.





                                                                            F17
<PAGE>




On February 24, 2012, the Company agreed to amend the terms of Promissory
Notes 3, 4, 5, 6, 8, 10 and 11 issued to the Cellular Connection Ltd. Under
the terms of the Side Letter Agreement, the Promissory Notes were combined
into one new Promissory Note ('Promissory Note 13') with an issue amount of
$147,936 and face amount of $177,523. The conversion feature of the
Promissory Note 13 has a fixed conversion price of $0.0002 per share of
common stock of the Company. The face amount of the new Promissory Note is
payable February 24, 2013. The outstanding face amount of Promissory Note 13
shall increase by another 20% on February 24, 2014 and again on each one year
anniversary of February 24, 2014 until the new Promissory Note has been paid
in full. The amendment of the terms of these notes resulted in a beneficial
conversion feature of $88,762 since the closing price of common stock on
February 24, 2012 exceeded the fixed conversion price. The beneficial
conversion feature of $88,762 is included in additional paid-in capital.
The amendment of the terms of the note was accounted for as a debt
extinguishment and the issuance of a new debt instrument.  Accordingly,
in connection with extinguishment of the original debt, the Company
recognized a $14,728 gain. Commencing on March 20, 2012 and ending on
April 26, 2012 the holder of the note converted $95,800 of principal and
interest of Promissory Note 13 into 479,000,000 shares of the Company's
common stock.

On May 27, 2012, Promissory Note 7 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
has been 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 $17,760 gain.


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. Unless
otherwise indicated, 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. 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.

8. RELATED PARTY BALANCES AND TRANSACTIONS

During the year ended July 31, 2012 and 2011, the Company had sales of $569,371
and $0, respectively, and as of July 31, 2012 and 2011 accounts receivable of
$128,320 and $0. respectively, all with Century Computer Products ("Century")
and Reliable Printing Solutions, Inc. ("Reliable"). Aaron Shrira, the sole
shareholder of Vital Supplies, is a 50% shareholder of both Century and
Reliable. Vital Supplies is a consolidated subsidiary of Vital Products.  We
have determined that we are the primary beneficiary of Vital Supplies as our
interest in the entity is subject to variability based on results from
operations and changes in the fair value.

For the year ended July 31, 2012 and 2011, the Company had rent
expense totaling $26,884 and $36,257, respectively and as of July 31, 2012
and July 31, 2011 advances of $25,618 and $64,597, respectively, and
outstanding payables totaling $195,001 and $173,224, respectively, all with
Zynpak 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.

                                                                            F18
<PAGE>


For the year ended July 31, 2012 and 2011, the Company had management fee
expense totaling $0 and $103,384, respectively and as of July 31, 2012
and July 31, 2011 advances of $110,312 and $110,312, respectively, with Den
Packaging Corporation 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. See Note 3 - Variable
Interest Entity.

9.  CONVERTIBLE PREFERRED AND CAPITAL STOCK

Each Series A Preferred Stock is convertible at any time, at the option of
the holder, into 100 shares of common stock. Series A Preferred Stocks
carry voting rights equal to the number of common shares into which the
preferred stock can be converted, multiplied by 30. Upon any liquidation,
dissolution or winding-up of the Company, the Holders shall be entitled to
receive out of the assets of the Company, whether such assets are capital or
surplus, for each share of Preferred Stock an amount equal to the holder's
pro rata share of the assets and funds of the Company.

Commencing on August 31, 2010 and ending on April 30, 2011 the holder of a
convertible note payable converted $29,546 of principal plus accrued interest
into 295,457 shares of the Company's common stock at a fixed conversion price
of $0.10 per share.

On February 10, 2012 the Board of Directors approved the issuance to James
McKinney, the President and Chief Financial Officer of the Company, a signing
bonus comprising 60,000 shares of Series A Convertible Preferred Stock and
100,000,000 shares of common stock valued at $21,200 ($0.002 per share of
common stock). The shares were fully vested when issued, value based on the
closing price on the date they were approved and expensed in the consolidated
statement of operations.

On March 5, 2012 the Company approved and effected a 1-for-1000 reverse stock
split of issued and outstanding common stock.  Consequently, all share
information has been revised to reflect the reverse stock split from the
Company's inception.

Commencing on March 20, 2012 and ending on April 26, 2012 the holder of
Promissory Note 13 converted $95,800 of principal and interest into
479,000,000 shares of the Company's common stock at a fixed conversion
price of $0.0002 per share.



                                                                            F19
<PAGE>


10.  INCOME TAXES

The following is a reconciliation comparing income taxes calculated at the
statutory rates to the amounts provided in the accompanying consolidated
financial statements as of July 31, 2012 and 2011:

        The Company's computation of income tax recovery is as follows:

                                                      2012           2011
                                               ------------    -----------
        Net loss for the period                $(  268,495)   $(  376,169)
        Enacted income tax rate                       34.6%          34.6%
                                               ------------    -----------
        Income tax recovery at enacted rate        (92,899)      (130,154)
        Non-deductible expenses                     47,568         46,226
        Change in valuation allowance               45,331         83,928
                                               ------------    -----------
        Income tax expense / recovery          $         -     $        -
                                               ============    ===========

        Components of the Company's net
        future income tax assets are:

                                                      2012           2011
                                               ------------    -----------
        Non-capital loss carry forward         $ 1,133,548     $ 1,088,217
        Valuation allowance                     (1,133,548)     (1,088,217)
                                               ------------    -----------
        Net future income tax assets           $         -     $        -
                                               ============    ===========

In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future
tax assets will not be realized.  The ultimate realization of future tax assets
is dependent upon the generation of future taxable income during the periods
in which those temporary differences become deductible.  Management considers
the scheduled reversal of future tax liabilities, projected future taxable
income and tax planning strategies in making this assessment.  Management has
provided for a valuation allowance on all of its losses as there is no
assurance that future tax benefits will be realized.  The change in the
valuation allowance during the years ended July 31, 2012 and 2011 was
$45,331 and $83,216, respectively. The change in the valuation allowance
due to a change in tax rates for the years ended July 31 2012 and 2011
was $0 and $0, respectively. The Company recognizes interest and penalties,
if any, related to uncertain tax positions in selling, general and
administrative expenses.  No interest and penalties related to uncertain tax
positions were accrued at July 31, 2012 ($0 - July 31, 2011)

The non-capital losses expire in 2015 through 2032.


                                                                            F20
<PAGE>


11. RISK MANAGEMENT

Foreign Exchange Risk

From time to time, the company can be exposed to foreign exchange risk on
purchases of inventory which are made in US dollars. The company does not
use derivative instruments to hedge its foreign exchange risk.

Concentration Risk

The company is subject to risk of non-payment on its trade accounts receivable.
For the year ended July 31, 2012, the company has few customers. One customer
represents 99% of the total outstanding accounts receivable and two customers
represent 98% of total sales. Management consistently monitors its client
credit terms with customers to reduce credit risk exposure.

For the year ended July 31, 2012, the company purchased its inventory
from many vendors.




                                                                            F21
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.
None

ITEM 9A.        CONTROLS AND PROCEDURES.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have
carried out an evaluation of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this annual report, being
July 31, 2012. This evaluation was carried out under the supervision and with
the participation of our management, including our Chief Executive Officer and
Chief Financial Officer.

Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed in our reports
filed or submitted under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include controls and procedures designed to ensure that information
required to be disclosed in our company's reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to management, including
our Chief Executive Officer and Chief Financial Officer, to allow timely
decisions regarding required disclosure.

Based upon that evaluation, including our Chief Executive Officer and Chief
Financial Officer, we have concluded that our disclosure controls and
procedures were ineffective as of the end of the period covered by this
annual report.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934). Management has assessed the
effectiveness of our internal control over financial reporting as of
July 31, 2012 based on criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. As a result of this assessment, management concluded that, as of
July 31, 2012, our internal control over financial reporting was not effective.
Our management identified the following material weaknesses in our internal
control over financial reporting, which are indicative of many small
companies with small staff: (i) inadequate segregation of duties and
effective risk assessment; and (ii) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of both US GAAP and SEC guidelines.

We plan to take steps to enhance and improve the design of our internal
control over financial reporting. During the period covered by this annual
report on Form 10-K, we have not been able to remediate the material
weaknesses identified above. To remediate such weaknesses, we hope to
implement the following changes during our fiscal year ending July 31, 2013:
(i) appoint additional qualified personnel to address inadequate segregation
of duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation
efforts set out in (i) and (ii) are largely dependent upon our securing
additional financing to cover the costs of implementing the changes required.
If we are unsuccessful in securing such funds, remediation efforts may be
adversely affected in a material manner.

Changes in Internal Control over Financial Reporting

There was no change in the Company's internal control over financial reporting
identified in connection with the requisite evaluation that occurred during the
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

                                       18
<PAGE>


ITEM 9B.  OTHER INFORMATION.

None.


                                       19
<PAGE>

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the name, age, positions and offices that each
director and officer has held for the past five years as of July 31, 2012.
Members of the Board are elected and serve for one year terms or until their
successors are elected and qualify. Our executive officers are elected
by and serve at the pleasure of our Board of Directors. There are no family
relationships among our directors and executive officers.



Name                            Age       Position
-----------------------------------------------------------------------------
Michael Levine                   51        Former Chairman, Chief
                                           Executive Officer,
                                           and Director

Bram Lecker B.A.  L.L.B          53        Director

James McKinney                   67        Acting Chief Executive Officer,
                                           Chief Financial
                                           Officer and Director

-----------------------------------------------------------------------------

BIOGRAPHIES OF EXECUTIVE OFFICERS AND DIRECTORS

Mr. Michael Levine served as our Chief Executive Officer and Chairman of
the Board since June 2005.  Mr. Levine devoted a minimum of 25% of his working
time to the affairs of our Company. Prior to joining us, Mr. Levine founded
and was the President of Zynpak Packaged Products, Inc. for the past 21
years. Mr. Levine attended McGill University. Mr. Levine resigned as an officer
and director of the Company on July 30, 2012.

Mr. Bram Lecker served as a Director since June 2005.  Mr. Lecker has been
in private practice since 1984 specializing in employment and commercial law.
Mr. Lecker is also the co-founder of Yog'n'berries, a frozen yogurt and
related products wholesale and retail business and is involved in the
introduction of the "Mackenzie Method" spinal therapy pain relief and
rehabilitation protocols to Ontario, Canada therapy centers.   Mr. Lecker
graduated from both York University in Toronto, Canada and University of
Ottawa Law School.  Mr. Lecker resigned as a director of the Company on
July 30, 2012.


                                                20
<PAGE>


Mr. James McKinney has served as President and CFO since April 30, 2012 and
was appointed the sole director of the Company on July 30, 2012. In addition,
Mr. McKinney has been serving as Acting Chief Executive Officer since
July 30, 2012. Mr. McKinney graduated from the University of Southern
California with a Bachelor of Science in Accountancy in 1967.
From 1967 to 1971 Mr. McKinney was employed by PriceWaterhouse Coopers with
temporary leave for military service during this period. Mr. McKinney has
been and currently is the proprietor of an income tax preparation business
since 1987 and has been a California Registered Tax Preparer for over 20 years.
In addition, after four years of service as Treasurer of the Exchange Club
(South Orange County) he resigned as an officer in March 2013.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

We are not aware of any material legal proceedings that have occurred within
the past ten years concerning any director, director nominee, or control
person which involved a criminal conviction, a pending criminal proceeding,
a pending or concluded administrative or civil proceeding limiting one's
participation in the securities or banking industries, or a finding of
securities or commodities law violations.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

We do not have any securities registered under Section 12 of the Exchange
Act, as amended. Accordingly, our directors, executive officers, and
stockholders beneficially owning more than 10% of our common stock are not
required to comply with the reporting requirements of Section 16(a) of the
Exchange Act.

CODE OF ETHICS

We have adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions.  We will provide a
copy of our Code of Ethics to any person, free of charge, upon written
request to Vital Products, Inc., 2404 Via Mariposa West, 1-A, Laguna Woods,
California 92637.

PROCEDURE FOR NOMINATING DIRECTORS

There have been no material changes to the procedures by which security
holders may recommend nominees to our Board of Directors.

The Board of Directors will consider candidates for director positions that
are recommended by any of our stockholders. The recommended candidate should
be submitted to us in writing addressed to 2404 Via Mariposa West, 1-A, Laguna
Woods, California 92637. The recommendation shall include the following
information: name of candidate; address, phone, and fax number of candidate; a
statement signed by the candidate certifying that the candidate wishes to be
considered for nomination to our Board of Directors and stating why the
candidate believes that he or she meets the director qualification criteria
and would otherwise be a valuable addition to our Board of Directors; a
summary of the candidate's work experience for the prior five years and the
number of shares of our stock beneficially owned by the candidate.
                                       21
<PAGE>


The Board will evaluate the recommended candidate and will determine whether
or not to proceed with the candidate in accordance with our procedures. We
reserve the right to change our procedures at any time to comply with the
requirements of applicable laws.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has the responsibility for establishing broad corporate
policies and reviewing our overall performance rather than day-to-day
operations. The Board's primary responsibility is to oversee management of
our company and, in so doing, serve the best interests of our company and our
stockholders. Our full Board of Directors performs all of the functions
normally designated to an Audit Committee, Compensation Committee and
Nominating Committee.

Although our Board does not have a separately-designated standing Audit
Committee, our full Board of Directors performs the functions usually
designated to an Audit Committee. As of July 30, 2012, Mr. McKinney has
been designated as the Board's "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K. Mr. McKinney's experience and
background has provided him with an understanding of accounting
principles generally accepted in the United States of America and
financial statements prepared thereon. Mr. McKinney has experience
preparing, auditing, analyzing and evaluating financial statements that
present a breadth and level of complexity of accounting issues comparable
to the issues that can reasonably be expected to be raised by our financial
statements. Mr. McKinney has an understanding of audit committee functions.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION

The following table shows the compensation paid or accrued during the fiscal
years ended July 31, 2012 and 2011 to Michael Levine, our  former principal
executive officer, also referred to as our "named executive officer" and James
McKinney, our Acting Chief Executive Officer, CFO and sole director.

No other executive officer or employee earned over $100,000 in the last
completed fiscal year.


                                       22
<PAGE>


Summary Compensation Table for the Fiscal Years Ended July 31, 2012 and 2011

-------------------------------------------------------------------------------
Name and  Year   Base   Bonus Stock  Option Non-        All        Dollar Value
Principal Ended  Salary       Awards Awards qualified   Other        of Total
Position  July                              Deferred    Compensa-  Compensation
          31,                               compensa-   tion         for the
                                            tion                     Covered
                                            Earnings                 Fiscal
                                                                      Year
                   $      $     $      $       $          $            $

  (a)      (b)    (c)    (d)   (e)    (f)     (h)        (i)          (j)
-------------------------------------------------------------------------------

Michael
Levine,
Former Chief
Executive
Officer    2012 $  0                                                 $ 0
           2011 $  0                                                 $ 0

James McKinney,
Acting Chief Executive Officer and Chief
Financial
Officer    2012 $  0           $21,200                               $ 21,200

-------------------------------------------------------------------------------
No Directors were paid compensation for the year ended July 31, 2012.

NARRATIVE TO SUMMARY COMPENSATION TABLE

EMPLOYMENT AGREEMENTS

We do not currently have any employment agreements with our executive officers,
including our named executive officer.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As of July 31, 2012, our named executive officer did not have any equity awards
outstanding.

Potential Payments Upon Termination or Change of Control

We do not have any potential payments upon termination or change of control.






                                       23
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the beneficial
ownership of our outstanding common stock as of October 29, 2012, by each
person known by us to be (i) the beneficial owner of more than 5% of our
outstanding shares of common stock, (ii) each current director and nominee,
(iii) our named executive officer named in the Summary Compensation Table who
was serving as an executive officer at the end of the July 31, 2012 fiscal
year and (iv) all of our directors and current executive officers as a group.
Unless otherwise indicated below, to our knowledge, all persons
listed below have sole voting and investment power with respect to their
shares of common stock except to the extent that authority is shared by
spouses under applicable law.

The calculation of percentage ownership for each listed beneficial owner is
based upon the number of shares of common stock issued and outstanding on
October 29, 2012, plus shares of common stock subject to options, warrants
and conversion rights held by such person on October 29, 2012, and exercisable
or convertible within 60 days thereafter.

Title of class    Name and address of         Amount and           Percent of
                  beneficial owner            nature of            class (2)
                                              beneficial
                                              owner

Common Stock       DC Design Inc.               52,500,000          9.1%
                   793 Center St.
                   Lewiston NY 14092

                   Richard B Dorfman            46,000,000          7.8%
                   6855 Dume Ave.
                   Malibu, CA 90265

                   Al Kau                       50,000,000          8.6%
                   33671 Chula Vista Ave.
                   Dana Point, CA 92629

                   Ray Kau                      49,000,000          8.5%
                   8400 Edinger Ave. R202
                   Huntington Beach, CA 92647

                   Dan Masters                  49,000,000          8.5%
                   1752 Castellana Road
                   LaJolla, CA 92037

                   Brian Saylin                 52,000,000          9.0%
                   3561 Sagamore Drive
                   Huntington Beach, CA 92649

                   Beneficial owners of
                   more than 5% as a group     298,500,000         51.5%
                   (6 persons)

                   Michael Levine (1),(3)        4,001,550          0.7%
                   Bram Lecker B.A.  L.L.B (1)           0          0
                   James McKinney (1),(4)      106,000,000         18.3%

                   Directors and executive
                   officers as a group
                  (3 persons)                  110,001,550         19.0%



                                       24
<PAGE>



(1)  The address of all individual directors and executive officers is c/o
     Vital Products, Inc., 2404 Via Mariposa West, 1-A, Laguna Woods,
     California 92637.

(2)  The number of shares of common stock issued and outstanding on
     October 29, 2012 was 579,298,478 shares.

(3)  Michael Levine's beneficial ownership is comprised of 1,550 shares of
     common stock and 40,000 shares of Series A Convertible Preferred Stock
     which are convertible into an aggregate of 4,000,000 shares of common
     stock.

(4)  James McKinney beneficial ownership is comprised of 100,000,000 shares of
     common stock and 60,000 shares of Series A Convertible Preferred Stock
     which are convertible into an aggregate of 6,000,000 shares of common
     stock.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
         INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of July 31, 2012, we have accrued a total of $195,001 in rent due to Zynpak,
a company Controlled by Michael Levine, our former Chief Executive Officer
and  former Chairman of the Board for use of a 4,000 square foot facility
within a building it owns in Concord, Ontario, Canada.  The lease is on a
month-to-month basis and we pay $3,000 CDN per month. Our rent expense for
the fiscal years ended July 31, 2012 and 2011 was $26,884 and $36,257,
respectively. The lease was terminated on April 30, 2012.

As of and for the fiscal years ended July 31, 2012 and 2011, we had outstanding
advances of $58,977 and $78,669, respectively and payables totaling $158,150
and $121,667 with a vendor, Zynpak Packaging Inc., to which Michael Levine,
our former Chief Executive Officer, and former Chairman of the Board, has a
majority ownership interest and is the Chief Executive Officer.

As of July 31, 2012, we have accrued a total of $103,384 in management fees
due to Den Packaging Corporation, a company our former Chief Executive Officer
and former Chairman of the Board for a License Agreement for the period from
March 1, 2010 to April 30, 2011 has a majority ownership interest and is the
Chief Executive Officer.  Our management fee expense for the fiscal years
ended July 31, 2012 and 2011 was $0 and $101,921, respectively.

The above related party transactions are not necessarily indicative of
the amounts that would have been incurred had a comparable transaction been
entered into with an independent party.  The terms of these transactions were
more favorable than would have been attained if the transactions were
negotiated at arm's length.


                                       25
<PAGE>



DIRECTOR INDEPENDENCE

As of July 30, 2012, Michael Levine and Bram Lecker resigned as directors of
the Company and Jim McKinney was appointed the sole director of the Company.
We are currently traded on the Over-the-Counter Bulletin Board or OTCBB, which
does not require that a majority of the board be independent.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees related to services performed by DeJoya Griffith in the years
ended July 31, 2012 and 2011 were as follows:

                                      2012            2011

Audit Fees                       $   26,500      $  24,000
Audit-Related Fees                        0              0
Tax Fees                                  0              0
All Other Fees                            0              0
Total                            $   26,500      $  24,000
Pre-Approval Policies

The Board's policy is to pre-approve all audit services and all non-audit
services before they commence, including the fees and terms thereof, to be
provided by our independent auditor.  All of the services provided during
the fiscal year ended July 31, 2012 were pre-approved.  No audit, review or
attest services were approved in accordance with Section 2-01(c)(7)(i)(C)
of Regulation S-X during the fiscal year ended July 31, 2012.

During the approval process, the Board considered the impact of the types
of services and the related fees on the independence of the independent
registered public accounting firm. The services and fees were deemed
compatible with the maintenance of that firm's independence, including
compliance with rules and regulations of the SEC.  Throughout the year,
the Board will review any revisions to the estimates of audit fees
initially estimated for the engagement.


                                       26
<PAGE>



ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

a. The following documents are filed as part of this annual report on
   Form 10-K:

1. FINANCIAL STATEMENTS

   The following documents are filed in Part II, Item 8 of this annual
   report on Form 10-K:

   Report of Independent Registered Public Accounting Firm

   Consolidated Balance Sheets at July 31, 2012 and 2011

   Consolidated Statements of Operations and Comprehensive Income for the
   years ended July 31, 2012 and 2011

   Consolidated Statements of Stockholders' Deficit for the years ended
   July 31, 2012 and 2011

   Consolidated Statements of Cash Flows for the years ended July 31, 2012
   and 2011

   Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

   All financial statement schedules have been omitted as they are not
   required, not applicable, or the required information is otherwise
   included.

3. EXHIBITS

   The exhibits listed below are filed with or incorporated by reference in
   this annual report on Form 10-K.

EXHIBIT NO.             IDENTIFICATION 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 26, 2009
     and incorporated herein by reference).

3.4  Certificate of Amendment to the Certificate of Incorporation, dated
     February 24, 2012 (included as exhibit 3.1 to the Form 8-K filed
     March 2, 2012 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).


                                       27
<PAGE>

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 Asset Sale Agreement between the Company and On The Go Healthcare, Inc.,
     dated July 5, 2005 (included as Exhibit 10.3 to the Form SB-2 filed
     August 29, 2005 and incorporated herein by reference).

10.2 Secured Promissory Note between the Company and On The Go Healthcare,
     Inc., dated February 23, 2006 (included as exhibit 10.2 to the Form SB-2
     filed February 24, 2006 and incorporated herein by reference).

10.3 Secured Promissory Note between the Company and On The Go Healthcare, Inc.
     dated February 23, 2006 (included as exhibit 10.3 to the Form SB-2 filed
     February 24, 2006 and incorporated herein by reference).

10.4 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).

10.5 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).

10.7 Side Letter Agreement regarding the Convertible Secured Promissory Notes
     by and between Vital Products, Inc. and The Cellular Connection, Ltd.
     dated February 24, 2012 (included as exhibit 10.1 to the Form 8-K filed
     February 29, 2012 and incorporated herein by reference).

10.8 License Agreement between Vital Products Supplies, Inc. and Vital
     Products, Inc.    dated April 26, 2012.

14.1 Code of Ethics (included as exhibit 14.1 to the Form 10-KSB filed
     November 13, 2008 and incorporated herein by reference).

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

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

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.

                                       28
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.



                                                 Vital Products, Inc.


                                                By:/s/ James McKinney
                                                ---------------------
                                                       James McKinney
                                                Acting Chief Executive Officer,
                                                Chief Financial Officer
                                                and Director

                                                Date:  August 20, 2013

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
date indicated.


SIGNATURE                  TITLE                                   DATE


By: /s/ James McKinney                                      August 20, 2013
----------------------  Acting Chief Executive Officer,     ----------------
                        Chief Financial Officer
                        and Director






                                       29
<PAGE>