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

                                 FORM 10-K
                                (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, 2011.
  [ ] 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.)

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

      Issuer's telephone number: (905) 482-0200

      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 [ ]

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: $2,386,142
(based on a total of 262,213,355 shares of the registrant's common stock held
by non-affiliates on January 31, 2011, at the closing price of $0.0091 per
share)

The number of shares of outstanding common stock of the registrant as of
October 29, 2011 was 296,456,655.


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............................................11

        ITEM 3.    Legal Proceedings.....................................11

        ITEM 4.    Submission of Matters to a Vote of Security Holders...11
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...............................13

        ITEM 7.    Management's Discussion and Analysis of Financial
                   Condition and Results of Operations...................13

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

        ITEM 8.    Financial Statements and Supplementary Data.....F1 - F18

        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............................................19

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

        ITEM 12.   Security Ownership of Certain Beneficial Owners and
                   Management and Related Stockholder Matters............23

        ITEM 13.   Certain Relationships and Related Transactions, and
                   Director Independence.................................24

        ITEM 14.   Principal Accounting Fees and Services................25

        ITEM 15.   Exhibits, Financial Statement Schedules...............25

<PAGE>

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 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
this new paper packaging system.

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 has determined that Den Packaging is a Variable Interest Entity
and that Vital Products, Inc. is the primary beneficiary. As such, Den
Packaging Corporation has 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.

EMPLOYEES
As of October 29, 2011 we had two full time employees.

CUSTOMERS
The company currently has a few customers. Three customers represents 90% of
the total outstanding accounts receivable. We are looking to expand our
customer base in Canada and 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.

                                       5
<PAGE>

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.  Our competition includes:
        - Ranpack
        - Sealed Air
        - Pregis

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 Concord, Ontario, Canada. 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.

PRODUCT DEVELOPMENT

Currently, our development efforts are limited to our new packaging line. We
have approximately four products under development. All of the products are
in the initial stages of development.  We have been working with the University
of Toronto, Kansas State University and the research and development arm of
the U.S. Agricultural Department to develop new environmentally appropriate
industrial packing products.  We do not intend to further develop the products
until we raise additional funding.  Our products currently under development
are as follows:

Biofill is a bio-based foam-in-place packaging material used as cushioning in
electronic, giftware, automotive and machine parts.
E-coplank a bio-based packaging foam plank used in fabrication of cushion
packaging for high-end products currently in development.
E-Foam is a flexible bio-based foam used in automotive components such as
head rests.
Enviro-fill is a bio-based loosefill packaging foam used in void fill packaging
in giftware and electronics markets.

MANUFACTURING AND PRODUCT SOURCING

We intend to manufacture our products that are currently under development.
We intend for our operations to rely on just-in-time manufacturing processes.
With just-in-time, production is triggered by immediate customer demand and
inventories of finished goods are either nonexistent or kept to a minimum.
We intend to only build products to meet a customer's shipment schedule.
We anticipate that all other supplies to be used in the manufacturing process
will be readily available from a number of local suppliers, at competitive
prices and delivered within 72 hours in most cases.

                                       6
<PAGE>

We anticipate that we will rely on the performance and cooperation of
independent suppliers and vendors of raw materials for our product line
whose services are and, we believe, will be a material part of our products.
We anticipate that we will rely on these subcontractors to manufacture the
components of our products which are all based on purchase orders which the
subcontractors can accept or reject. We plan to purchase all of the parts
from the subcontractors and perform the final assembly in our facility.

The nature of the relationship with these subcontractors is that the
subcontractor holds our proprietary processes so that the products are
exclusively those of our Company and cannot be used for other companies.


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 anticipate
that we will face 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. These include, but are not limited to,
unanticipated problems and costs related to development, regulatory
compliance, production, marketing, economic and political factors and
competition. We may not be able to develop, provide at reasonable cost, or
market successfully, any of our products. Therefore, we could go out of
business and you may lose your investment.

                                       7
<PAGE>

WE MAY NOT BE ABLE TO OBTAIN RAW MATERIALS TO DEVELOP OUR INDUSTRIAL PACKAGING
PRODUCTS AT AN ACCEPTABLE COST TO MAKE OUR PRODUCTS, AND THEREFORE, WE MAY
NOT BE ABLE TO GENERATE REVENUES.

We rely on the performance and cooperation of independent suppliers and vendors
of raw materials for our industrial packaging products whose services are and
will be a material part of our products. We do not have, nor will we have, any
direct control over these third parties. Furthermore, we do not have any
formal agreements with our suppliers.  Our President, Michael Levine, has
established relationships with the suppliers of our foam, plastic, cardboard
and flexible PVC raw materials.  If these relationships end and we are unable
to obtain raw materials at an acceptable cost from alternative sources, we will
not be able to produce our products, and therefore, we may not be able to
generate revenues.  We believe we could find a replacement should we lose our
existing supplier; however, it would be at some expense.

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.

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.

MICHAEL LEVINE, OUR CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD HAS
CONTROL OVER OUR POLICIES AND AFFAIRS AND HE MAY MAKE CORPORATE DECISIONS
THAT COULD NEGATIVELY IMPACT OUR BUSINESS AND STOCK PRICE.

Michael Levine, our Chief Executive Officer and Chairman of the Board, owns
approximately 29% of our voting securities. Mr. Levine therefore
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.

                                       8
<PAGE>

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 October 19, 2011 we had two full time employees with whom we 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.
IF WE LOSE THE RESEARCH AND DEVELOPMENT SKILLS AND MANUFACTURING CAPABILITIES
OF OUR FOUNDER, OUR ABILITY TO ATTAIN PROFITABILITY MAY BE IMPEDED AND IF WE
DO NOT ATTAIN PROFITABILITY, OUR STOCK PRICE MAY DECREASE AND YOU COULD LOSE
PART OR ALL OF YOUR INVESTMENT.

Michael Levine founded our Company.  He invested the necessary start-up costs
from his personal finances and he is our chief product engineer. In addition,
Mr. Levine has relationships with our key raw material suppliers. These
relationships with our raw material suppliers afford us access to valuable
resources that help ensure raw product availability on time that is
competitively priced. Our success depends in large part upon Mr. Levine's
contacts in this industry. If we were to lose the benefit of his services,
our ability to obtain raw materials at an affordable price would be adversely
affected which would have a negative impact on our operations.  We presently
have no employment agreement with Mr. Levine.

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 November 11, 2011, 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, 2011. 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.

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

                                       9
<PAGE>

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.

Industry demand for industrial packaging products in our United States
Canadian markets has varied in recent years causing competitive pricing
pressures for those products. We compete in an industry that is capital
intensive, which generally leads to continued production as long as prices
are sufficient to cover marginal costs. As a result, changes in industry
demands like the current economic slowdown, including any resulting industry
over-capacity, may cause substantial price competition and, in turn, negatively
impact our financial performance.

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
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.

Significantly all of our operations are located in Canada and most of our
transactions are in the local currency.  In the future, we intend to expand
our operations, possibly into the U.S. and therefore we may be exposed to
exchange rate fluctuations.  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.

                                       10
<PAGE>

ITEM 2.  PROPERTIES.

We are headquartered in Concord, Ontario, Canada where we have a 4,000 square
foot facility which is owned by a related party.  We have a month-to-month
arrangement and pay $3,000 CDN per month in rent.  We do not have a written
lease.  We believe this facility is adequate for our operations for at least
the next twelve months and we believe this facility will be available for our
use as long as we need it. We manufacture and ship our products directly from
our head office.

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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

During the fiscal year ended July 31, 2011 we did not submit any matters to a
vote of security holders.


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.OB." 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 July 30, 2010.

                                                 High    Low

For the Fiscal Year Ended July 31, 2011

First Quarter ended October 31, 2010            $  0.51   $  0.03

Second Quarter ended January 31, 2011           $ 0.095   $0.0071

Third Quarter ended April 30, 2011              $0.0287   $0.0036

Fourth Quarter ended July 31, 2011              $0.0038   $0.0005


For the Fiscal Year Ended July 31, 2010

Fourth Quarter ended July 31, 2010              $  1.40   $  0.10

                                       11
<PAGE>

Holders

The number of record holders of our common stock as of October 29, 2011 was
approximately 400, 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, 2011, we do not have any securities authorized for issuance
under equity compensation plans.


SECURITIES ISSUED UNDER STOCK OPTION PLANS

During the fiscal year ended July 31, 2011, 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
July 30, 2011.

Between August 30, 2010 and April 30, 2011, an existing investor converted
$29,546 principal and interest amount in loans into an aggregate of
295,456,555 shares of our common stock, at a conversion rate of $0.0001 per
share.

                                       12
<PAGE>

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.

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 February 27, 2010, we entered into a Licensing Agreement with Den Packing
Corporation that allows us to sell the material, handling and packaging
products that they have access to. As a result of this agreement, Den
Packaging 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 agreement with Den Packaging
Corporation allows 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.

                                       13
<PAGE>

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.

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

We consider the functional currency to be the local currency being Canadian
dollars and, accordingly, our financial information is translated into U.S.
dollars using exchange rates in effect at year-end for assets and liabilities
and average exchange rates during each reporting period for the results of
operations. Adjustments resulting from translation of foreign exchange are
included as a component of other comprehensive income (loss) within
stockholders' deficit. Significantly all of our operations are located in
Canada. Operational foreign exchange gains or losses from transacting in
foreign currencies are recognized through the statement of operations.


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 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 2011, 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, 2011 Compared to
the Fiscal Year Ended July 31, 2010

Revenues:

Our revenues increased by 81% during the year, from $635,233 in fiscal 2010
to $1,149,624 in fiscal 2011. The increase in revenues was primarily the result
of the License Agreement with Den Packaging Corporation on February 27, 2010
which was effective March 1, 2010. As a result of the License Agreement, the
Company has determined that it is the primary beneficiary of Den Packaging
Corporation, a Variable Interest Entity, and Den Packaging Corporation has
been fully consolidated in our financial statements.

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

Cost of Sales:

Our cost of sales increased by 75% during the year, from $483,857 in fiscal
2010 to $846,635 in fiscal 2011. The increase in cost of sales was directly
related to the sales associated with 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, 2011 decreased by $110,069, or 16% to $577,747, as compared
to $687,816 for the year ended July 31, 2010. The decrease in selling,
general, administrative and consulting expenses was primarily the result of the
a decrease in stock-based compensation. In 2010, we issued 65,000 shares valued
at $357,500 for consultants hired to develop and promote our product lines.  In
2011, no stock-based compensation was issued by us.

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 income (loss):

Our net loss attributable to Vital Products for the year ended July 31, 2011
was $374,111, as compared to a net loss of $770,770 for the year ended
July 31, 2010.  The $396,659 decrease in net loss compared to the prior year
was primarily attributable to a reduction in finance costs and a reduction in
stock-based compensation. The loss attributed to Den Packaging Corporation was
$2,058 for the period from August 1, 2010 to April 30, 2011.

Our total assets for the year ended July 31, 2011 were $20,883, a decrease
of 95%, or $409,216, as compared to $430,099 for the fiscal year ended
July 31, 2010.  The decrease in total assets compared to the prior year was
primarily the result of an decrease in inventory and accounts receivable
as a result of the termination of the License Agreement with Den Packaging.

Our total liabilities for the year ended July 31, 2011 were $716,063 an
increase of $138,811, or 24%, as compared to $577,252 for the year
ended July 31, 2010. The increase in our total liabilities compared to the
prior year was primarily the result of increased accounts payable related to
the recognition of management fees due to Den Packaging of $103,384 upon
termination of the License Agreement and an increase in accounts payable due
to Zynpak Packaging Inc., a related party.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements to report for the fiscal
year ended July 31, 2011.

Liquidity and Capital Resources
As of July 31, 2011, we had total current assets of $20,883 and total current
liabilities of $716,063, resulting in a working capital deficit of $695,180.
As of July 31, 2011, we had cash of $3,869. Our cash used in operating
activities for the year ended July 31, 2011 was $95,395.

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, 2011 was $98,733 which was primarily the result
of issuance of notes payable. 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
$762,295 to cover our current liabilities.

                                       16
<PAGE>

The Company issued three convertible secured promissory notes to The Cellular
Connection Ltd. and two to Mr. Larry Burke. The notes were issued on
September 28, 2010 for $12,000, and November 29, 2010 for $49,000,
December 10, 2010 for $10,000, February 25, 2011 for $5,200 and April 7, 2011
for $32,000.  The notes 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, 2011, the unamortized discount on the promissory
notes payable amounts to $86,349. The Holder shall have the 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.
None of the convertible secured promissory notes are in default.

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, 2011 and 2010


                                                                    Page


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


CONSOLIDATED FINANCIAL STATEMENTS

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

Consolidated Statements of Operations................................ F3

Consolidated Statement of Stockholders' Deficit ..................... F4

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS..................... F6 - F18

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheets of Vital Products, Inc as of
July 31, 2011 and 2010, and the related statements of operations and
comprehensive income, stockholders' deficit, and cash flows for the years ended
July 31, 2011 and 2010. Management is responsible for these financial
statements. Our responsibility is to express an opinion on the 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 audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of Vital Products, Inc. as of
July 31, 2011 and 2010, and the results of its operations and its cash flows
for each of the years ended July 31, 2011 and 2010, in conformity with
accounting principles generally accepted in the United States of America.

The accompanying 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.


De Joya Griffith & Company, LLC

/s/ De Joya Griffith & Company, LLC
Henderson, NV
November 11, 2011

                                                                            F1
<PAGE>

VITAL PRODUCTS, INC.
Consolidated Balance Sheets
As at July 31, 2011 and 2010 (Audited)
                                                              2011        2010
                                                        ----------  ----------
ASSETS
  Current
    Cash                                                $    3,869  $      395
    Accounts receivable                                      9,989     251,125
    Inventory                                                4,572     148,104
    Due from related party                                   2,453           -
    Prepaid expenses                                             -       8,159
                                                        ----------  ----------
  Total current assets                                      20,883     407,783

  Equipment, net of accumulated depreciation                     -      22,316
                                                        ----------  ----------
Total assets                                            $   20,883  $  430,099
                                                        ==========  ==========
LIABILITIES
  Current
    Bank overdraft                                      $        -  $    2,579
    Revolving demand credit facility                             -      34,037
    Accounts payable and accrued liabilities                69,904     204,710
    Accounts payable and accrued liabilities
      - related party                                      173,224     121,667
    Convertible notes payable, net of unamortized debt
     discount of $86,349 and $68,394 at July 31, 2011
     and July 31, 2010, respectively                       298,026     134,590
    Advances from related parties                          174,909      79,669
                                                        ----------  ----------
  Total current liabilities                                716,063     577,252
                                                        ----------  ----------
  Total liabilities                                        716,063     577,252

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,
      40,000 and 40,000 issued and outstanding,
        respectively                                           400         400
  Common stock; $0.0001 par value;
    1,000,000,000 shares authorized and
      296,456,655 and 1,000,000 issued and outstanding,
        respectively                                        29,646         100
  Additional paid-in capital                             3,626,866   3,597,320
  Accumulated other comprehensive income                    32,853      70,598
  Accumulated deficit                                   (4,384,945) (4,010,834)
                                                        ----------  ----------
                                                          (695,180)   (324,416)
  Non-controlling interest                                       -     195,263
                                                        ----------  ----------
  Total stockholders' deficit                             (695,180)   (147,153)
                                                        ----------  ----------
Total liabilities and stockholders' deficit              $  20,883  $  430,099
                                                        ==========  ==========
See Accompanying Notes to Consolidated Financial Statements.

                                                                            F2
<PAGE>

VITAL PRODUCTS, INC.
Consolidated Statements of Operations
For the years ended July 31, 2011 and 2010 (Audited)


                                                              2011        2010
                                                        ----------  ----------

Sales                                                 $  1,149,624  $  635,233
Cost of sales                                              846,635     483,857
                                                        ----------  ----------
Gross profit                                               302,989     151,376
                                                        ----------  ----------
Operating expenses
  Depreciation                                               3,117       2,078
  Impairment of equipment                                        -      23,142
  Selling, general and administrative                      562,821     306,683
  Consulting                                                14,926     381,133
                                                        ----------  ----------
    Total operating expenses                               580,864     713,036
                                                        ----------  ----------
Net operating loss                                        (277,875)   (561,660)

Other revenues (expenses)
  Financing costs                                         (157,749)   (312,368)
  Gain on currency exchange                                 16,095      12,841
  Gain on settlement of debt                                43,360      68,800
                                                        ----------   ---------
Net loss for year                                         (376,169)   (792,387)

Net loss attributable to non-controlling interest           (2,058)     21,617
                                                        ----------   ----------
Net loss attributable to Vital Products Inc.             $(374,111)  $(770,770)
                                                        ==========   ==========
Net loss attributable to Vital Products Inc.
  per common share - Basic                                  ($0.00)     ($3.68)
                                                        ==========   ==========
Weighted average number of
common shares outstanding - Basic                      172,624,438     209,258
                                                        ==========   ==========

See Accompanying Notes to Consolidated Financial Statements.

                                                                            F3
<PAGE>

VITAL PRODUCTS, INC.
Consolidated Statement of Stockholders' Deficit
For the years ended July 31, 2011 and 2010 (Audited)

<TABLE>
<CAPTION>
                                                               Accumulated
                                                               Other
                                                    Additional Compreh-    Non        Accumulated
              Preferred Stock      Common Stock     Paid-In    ensive      Controlling Deficit
              Number   Amount     Number   Amount   Capital    Income      Interest                  Total
<S>           <C>      <C>        <C>      <C>      <C>        <C>         <C>        <C>          <C>
--------------------------------------------------------------------------------------------------------------
Balance,
July 31, 2009    40,000  $400      30,455  $     3 $2,849,463  $92,263           -  ($3,240,064)   $(297,935)
--------------------------------------------------------------------------------------------------------------
Issuance of
common stock
for services          -     -      65,000        7   357,493         -           -           -      357,500


Beneficial conversion
feature on convertible
promissory notes      -     -           -        -   204,000         -           -           -       204,000

Issuance of
common stock
for conversion of
promissory notes      -     -     904,545       90   186,364         -           -           -       186,454

Acquisition of Den
Packaging Inc.        -     -           -        -         -         -     216,880           -       216,880

Net loss attributable
to non-controlling
interest              -     -           -        -         -         -     (21,617)          -       (21,617)

Foreign
currency
translation           -     -           -        -         -   (21,665)          -           -       (21,665)

Net loss attributed to
  Vital Products, Inc.
                      -     -           -        -         -         -           -    (770,770)     (770,770)
---------------------------------------------------------------------------------------------------------------
Balance,
July 31, 2010    40,000  $400   1,000,000  $   100 $3,597,320 $ 70,598    $195,263 ($4,010,834)    $(147,153)
---------------------------------------------------------------------------------------------------------------
Beneficial conversion
feature on convertible
promissory notes      -     -           -        -    29,546         -           -           -        29,546

Issuance of
common stock
for conversion of
promissory notes      -     - 295,456,555   29,546         -         -           -           -        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  $400 296,456,655  $29,646 $3,626,866 $ 32,853    $      -  ($4,384,945)    $(695,180)
===============================================================================================================

</TABLE>

See Accompanying Notes to Consolidated Financial Statements.
                                                                            F4
<PAGE>

VITAL PRODUCTS, INC.
Consolidated Statements of Cash Flows
For the years ended July 31, 2011 and 2010 (Audited)


                                                              2011        2010
                                                        ----------  ----------

Operating activities
    Net loss attributable to Vital Products Inc.
        for the year                                    $ (374,111) $ (770,770)
    Adjustments to reconcile net loss to net cash used
        by operating activities:
           Non-controlling interest                         (2,058)    (21,617)
           Stock issued for services                             -     357,500
            Depreciation                                     3,117       2,078
            Write down of equipment                              -      23,142
            Bad debt expense                                 7,193           -
            Accretion of debt discount and
                interest expense                           157,749     312,368
            Gain on currency exchange                      (16,095)    (12,841)
            Gain on settlement of debt                     (43,360)    (68,800)
            Changes in operating assets and liabilities:
                Accounts receivable                         35,429      70,236
                Inventory                                   10,722       7,125
                Prepaid expenses                             3,563      (3,360)
                Accounts payable and accrued liabilities    36,641     (29,598)
                  Advances from related parties            85,815        69,999
                                                        ----------  ----------
Net cash used in operating activities                      (95,395)    (64,538)
                                                        ----------  ----------
Financing activities
   Payment on bank overdraft                                (9,467)   (31,213)
   Advance on revolving demand credit facility                  -        9,491
   Proceeds from notes payable                             108,200      82,000
                                                        ----------  ----------
Net cash provided by financing activities                   98,733      60,278
                                                        ----------  ----------
Foreign currency translation effect                            136      (3,391)
                                                        ----------  ----------
Net increase (decrease) in cash                              3,474     (7,651)
Cash, beginning of period                                      395       8,046
                                                        ----------  ----------
Cash, end of period                                     $    3,869  $      395
                                                        ==========  ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid                                           $       -   $        -
Income taxes paid                                       $       -   $        -
Issuance of common stock for conversion of
  promissory note                                       $  29,546   $  186,454

Non-cash investing and financing activities:
De-consolidation of Den Packaging                       See details in Note 4


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

VITAL PRODUCTS, INC.
Notes to Consolidated Financial Statements
July 31, 2011 and 2010


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.

There were no material assets or revenues that relate to the discontinued
Childcare Division.

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 has determined that Den Packaging is a Variable Interest Entity
and that Vital Products, Inc. is the primary beneficiary. As such, Den
Packaging Corporation has 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.

2. SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Going Concern

During the years ended July 31, 2011 and 2010, the Company incurred
losses of $374,111 and $770,770, respectively and cash used in operations was
$95,395 and $64,538, respectively.  The Company financed its operations
through loans payable and vendors' credit.
Management believes that the current cash balances at July 31, 2011 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.
                                                                            F7
<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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

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

Valuation of Long-Lived Assets

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

                                                                            F8
<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, 2011 and
2010, 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, 2011 and 2010, the
allowance for doubtful accounts amounted to $0.

Fair Value of Financial Instruments

The Company's financial instruments comprise cash, accounts receivable,
accounts payable and accrued liabilities, notes payable to The Cellular
Connection Ltd. and L. Burke, 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.

Inventory

Inventory comprises finished goods held for sale and is stated at lower of
cost or market value.  Cost is determined by the average cost method.  The
Company estimates the realizable value of inventory based on assumptions
about forecasted demand, market conditions and obsolescence.  If the
estimated realizable value is less than cost, the inventory value is reduced
to its estimated realizable value.  If estimates regarding demand and market
conditions are inaccurate or unexpected changes in technology affect demand,
the Company could be exposed to losses in excess of amounts recorded. On this
basis management recorded a reserve of $11,518 at July 31, 2011
(July 31, 2010 - $0).
                                                                             F9
<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

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.

                                                                             F10
<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

                                For the years ended July 31,
                                2011                    2010

Basic                     172,624,438                209,258
Diluted                   172,624,438                209,258

The following securities, presented on a common share equivalent basis, have
been excluded from the diluted per share computation since their effect was
anti-dilutive.

                                  For the years ended July 31,
                                  2011                  2010
Preferred stock                 40,000                40,000

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.

                                                                            F11
<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 2011, 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.

                                                                             F12
<PAGE>

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 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:
        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.

        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.

At July 31, 2011, our consolidated financial statements do not include the
assets and liabilities of Den Packaging. At July 31, 2010 our consolidated
balance sheets recognizes current assets of $352,068, equipment of $22,316,
bank indebtedness of $30,403 and accounts payable and accrued liabilities of
$142,342 related to our interests in Den Packaging Corporation.

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.

For the year ended July 31, 2010, our statement of operations recognizes sales
of $587,859, cost of sales of $444,593 and selling, general and administrative
expenses of $164,883 related to our interest in Den Packaging Corporation for
the period from
March 1, 2010 to July 31, 2010.
                                                                            F13
<PAGE>

4.  INVENTORY
As of July 31, 2011 and 2010, inventory is comprised of finished goods and no
provision for inventory obsolescence has been recorded.

5.  EQUIPMENT
As of July 31, 2011 and 2010, equipment consists of the following:
                                                      2011           2010
                                               ------------    -----------
        Machinery and equipment                $   342,153     $   423,404
        Molds                                      235,081         218,438
        Computer hardware and software                   -         133,211
        Leasehold improvements                           -          19,770
                                               ------------    -----------
                                                   577,234         794,823
        Less:  Accumulated depreciation           (577,234)       (772,507)
                                               ------------    -----------
        Equipment, net                         $         -     $    22,316
                                               ============    ===========

Depreciation expense was $3,117 and $2,078 for the years ended July 31, 2011
and 2010, respectively.

6.  REVOLVING DEMAND CREDIT FACILITY

Den Packaging Corporation, a consolidated variable interest entity, has an
operating line of credit of $225,000 CDN of which $34,037 ($35,000 CDN) is
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.NOTES PAYABLE TO THE CELLULAR CONNECTION LTD. AND L. BURKE

                         Original
                         Date of Issuance   Maturity Date       2011      2010
                        ----------------   -------------    --------- ---------
Promissory Note 2       April 30, 2009     April 29, 2011  $       -  $   7,386
Promissory Note 3       June 12, 2009      June 11, 2012      31,680     26,400
Promissory Note 4       November 18, 2009  November 17, 2011  30,000     25,000
Promissory Note 5       March 26, 2010     March 25, 2012     12,000     10,000
Promissory Note 6       June 29, 2010      June 28, 2012      12,000     10,000
Promissory Note 7       May 27, 2010       May 26, 2012       44,400     37,000
Promissory Note 8       September 28, 2010 September 27, 2011 12,000          -
Promissory Note 9       November 29, 2010  November 28, 2011  49,000          -
Promissory Note 10      December 10, 2010  December 9, 2011   10,000          -
Promissory Note 11      February 25, 2011  February 24, 2012   5,200          -
Promissory Note 12      April 7, 2011      April 6, 2012      32,000          -
Interest                                                      25,844      8,357
Accretion                                                     33,902     10,447
                                                           ---------   --------
                                                           $ 298,026  $ 134,590
                                                           =========  =========

As of July 31, 2011 and 2010, notes payable are recorded net of unamortized
debt discount of $87,949 and $68,394, respectively.

                                                                            F14
<PAGE>

Each of the notes bears 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.


On January 20, 2010, Promissory Note 1 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
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 $40,000 gain.

On February 26, 2010, the Company agreed to amend the terms of Promissory
Note 1 with a carrying value of $144,000 issued to the Cellular Connection Ltd.
Under the terms of the Side Letter Agreement, the issued price of the Note was
$144,000 and the conversion feature of the Note was amended to a fixed
conversion price of $0.30 per share of common stock, and the Company extended
the expiration date of the note. The amendment of the terms of Promissory
Note 1 resulted in a beneficial conversion feature of $144,000 since the
closing price of common stock on February 26, 2010 exceeded the fixed
conversion price. The beneficial conversion feature of $144,000 is included
in additional paid-in capital. Commencing on February 26, 2010 and ending on
March 24, 2010 the holder of the note converted Promissory Note 1 plus accrued
interest into 480,000 shares of the Company's common stock. The debt discount
of $144,000 as result of the beneficial conversion feature is fully amortized
and included in finance costs in the statement of operations.

On May 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 a $20,000 gain. Under the terms of the
Side Letter Agreement, the conversion feature of the Note was amended to a
fixed conversion price of $0.10 per share of common stock, adjusted for the
stock split, to change the face value of the Note to $72,000 which aggregates
principal and accumulated interest through April 30, 2010 and extend the
maturity of the Note to April 30, 2011. The amendment of the terms of
Promissory Note 2 resulted in a beneficial conversion feature of $60,000
since the closing price of common stock on May 31, 2010 exceeded the fixed
conversion price. The beneficial conversion feature of $60,000 is included
in additional paid-in capital. Commencing on June 1, 2010 and ending on
June 22, 2010 the holder of the note converted $42,454 of principal plus
accrued interest into 424,545 shares of the Company's common stock.  On
July 31, 2010 the if-converted value exceed the principal of Promissory
Note 2 by $59,090.

                                                                            F15
<PAGE>

On June 12, 2010, 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 $8,800 gain.

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 $0.0001 from $0.10 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 295,456,555 shares of the Company's common stock.

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.

                                                                            F16
<PAGE>

8. RELATED PARTY BALANCES AND TRANSACTIONS
For the year ended July 31, 2011 and 2010, the Company had rent
expense totaling $36,257 and $34,165, respectively and as of July 31, 2011
and July 31, 2010 advances of $64,598 and $79,669, respectively, and
outstanding payables totaling $173,224 and $121,667, 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.

For the year ended July 31, 2011 and 2010, the Company had management fee
expense totaling $103,384 and $0, respectively and as of July 31, 2011
and July 31, 2010 advances of $110,312 and $0, 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.

On July 30, 2010 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.

10.  INCOME TAXES
The following is a reconciliation comparing income taxes calculated at the
statutory rates to the amounts provided in the accompanying financial
statements as of July 31, 2011 and 2010:

        The Company's computation of income tax recovery is as follows:
                                                      2011           2010
                                               ------------    -----------
        Net loss for the period                $(  374,111)   $(  770,770)
        Enacted income tax rate                       34.6%          34.6%
                                               ------------    -----------
        Income tax recovery at enacted rate       (129,442)      (266,686)
        Non-deductible expenses                     46,226        212,294
        Change in valuation allowance               83,216         54,392
                                               ------------    -----------
        Income tax expense / recovery          $         -     $        -
                                               ============    ===========
        Components of the Company's net
        future income tax assets are:
                                                      2011            2010
                                               ------------    -----------
        Non-capital loss carry forward         $ 1,074,756     $ 1,005,001
        Valuation allowance                     (1,088,217)     (1,005,001)
                                               ------------    -----------
        Net future income tax assets           $         -     $        -
                                               ============    ===========
                                                                            F17
<PAGE>

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, 2011 and 2010 was
$83,216  and $54,392, respectively. The change in the valuation allowance
due to a change in tax rates for the years ended July 31 2011 and 2010
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, 2011 ($0 - July 31, 2010)
The non-capital losses expire in 2015 through 2032.

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, 2011, the company has many customers. Three
customers represents 90% of the total outstanding accounts receivable.
Management consistently monitors its client credit terms with customers to
reduce credit risk exposure.

For the year ended July 31, 2011, the company purchased its inventory
from many vendors.


                                                                            F18
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None


ITEM 9A(T).  CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting. Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles. Our internal control over financial reporting includes those
policies and procedures that:

        1. pertain to the maintenance of records that, in reasonable detail,
           accurately and fairly reflect our transactions and dispositions
           of our assets;

        2. provide reasonable assurance that our transactions are recorded as
           necessary to permit preparation of our financial statements in
           accordance with generally accepted accounting principles, and that
           our receipts and expenditures of our Company are being made only
           in accordance with authorizations of our management and our
           directors; and

        3. provide reasonable assurance regarding prevention or timely
           detection of unauthorized acquisition, use, or disposition of our
           assets that could have a material effect on our financial
           statements.

                                       18
<PAGE>

Internal control over financial reporting includes the controls themselves,
monitoring and internal auditing practices and actions taken to correct
deficiencies identified.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an
assessment of the effectiveness of our internal control over financial
reporting as of July 31, 2011. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework. Based on this
evaluation, our management concluded that our internal control over financial
reporting were not effective as of July 31, 2011.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to the temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, which
are included within disclosure controls and procedures, that occurred during
our fiscal quarter ended July 31, 2011 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 9B.  OTHER INFORMATION.

None.

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, 2011.
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 (1)              51        President, Chairman, Chief
                                          Executive Officer,
                                          Chief Financial Officer and
                                          Director

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

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

                                       19
<PAGE>

BIOGRAPHIES OF EXECUTIVE OFFICERS AND DIRECTORS

Mr. Michael Levine has served as our Chief Executive Officer and Chairman of
the Board since June 2005.  Mr. Levine devotes 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. Bram Lecker has 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.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

We are not aware of any material legal proceedings that have occurred within
the past five 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 Bram Lecker at Vital Products, Inc., 245 Drumlin Circle, Concord,
Ontario, L4K 3E4.

                                       20
<PAGE>

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 245 Drumlin Circle, Concord, Ontario
Canada L4K 3E4. 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.

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 31, 2010, Mr. Levine has
been designated as the Board's "audit committee financial expert" as
defined in Item 407(d)(5)(ii) of Regulation S-K. We have determined that
Mr. Levine is "independent" as independence for audit committee members
is defined in Rule 5605 of the Nasdaq Marketplace Rules and Rule 10A-3 of
the Securities Exchange Act of 1934. Mr. Levine '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. Levine 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. Levine has an understanding of audit committee functions.

                                       21
<PAGE>

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION

The following table shows the compensation paid or accrued during the fiscal
years ended July 31, 2011 and 2010 to Michael Levine, our principal
executive officer, also referred to as our "named executive officer."
No other executive officer or employee earned over $100,000 in the last
completed fiscal year.

Summary Compensation Table for the Fiscal Years Ended July 31, 2011 and 2010

-------------------------------------------------------------------------------
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,
Chief
Executive
Officer and
Chief
Financial
Officer    2011 $  0                                                 $ 0
           2010 $  0                                                 $ 0


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


NARRATIVE TO SUMMARY COMPENSATION TABLE

EMPLOYMENT AGREEMENTS

We do not currently have any employment agreements with our executive officers,
including our named executive officer. On January 18, 2008, our executive
officers agreed to work without compensation until our cash position improves.


OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

As of July 31, 2011, our named executive officer did not have any equity awards
outstanding.

                                       22
<PAGE>

Potential Payments Upon Termination or Change of Control

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

DIRECTOR COMPENSATION

We do not currently have any formal arrangements to compensate our directors.
>From time to time, we may compensate our directors in shares of our common
stock to preserve capital to grow our company.  We did not compensate our
directors for their services during the fiscal years ended July 31, 2010 or
July 31, 2011.


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 19, 2011, 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, 2011 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, 2011, plus shares of common stock subject to options, warrants
and conversion rights held by such person on October 29, 2011, and exercisable
or convertible within 60 days thereafter.

Title of class    Name and address of         Amount and           Percent of
                  beneficial owner (1)        nature of            class (2)
                                              beneficial
                                              owner

Common Stock      Michael Levine (3)            4,000,015             1.3%

                  Bram Lecker B.A.  L.L.B               0                0


                  Directors and executive
                  officers as a group
                  (2 persons)                   4,000,015             1.3%

                                       23
<PAGE>


(1)  The address of all individual directors and executive officers is c/o
     Vital Products, Inc., 245 Drumlin Circle, Concord, Ontario, L4K 3E4.

(2)  The number of shares of common stock issued and outstanding on
     October 29, 2011 was 296,456,655 shares.

(3)  Michael Levine's beneficial ownership is comprised of 15 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.

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

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of July 31,2011, we have accrued a total of $158,150 in rent due to Zynpak,a
company Controlled by Michael Levine, our Chief Executive Officer, President
and 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, 2011 and 2010 was $35,744 and $34,165, respectively.

As of and for the fiscal years ended July 31, 2011 and 2010, we had outstanding
advances of $58,977 and $78,669,respectively and payables totaling $158,150 and
$121,667 with a vendor to which Michael Levine, our Chief Executive Officer,
President and Chairman of the Board, has a majority ownership interest

As of July 31, 2011, we have accrued a total of $100,712 in management fees
due to Den Packaging a company Controlled by Michael Levine, our Chief
Executive Officer, President and Chairman of the Board for a License Agreement
for the period from March 1, 2010 to April 30, 2011.  Our management fee
expense for the fiscal years ended July 31, 2011 and 2010 was $101,921 and $0,
respectively.

As of and for the fiscal years ended July 31, 2011 and 2010, we had outstanding
advances of $58,977 and $78,669,respectively and payables totaling $158,150 and
$121,667 with a vendor to which Michael Levine, our Chief Executive Officer,
President and Chairman of the Board, has a majority ownership interest

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.


DIRECTOR INDEPENDENCE

As of July 31, 2011, Michael Levine and Bram Lecker served as
our directors. Of those directors, Mr. Lecker has been deemed by our board of
directors to be "independent," as defined in Rule 5605 of the NASDAQ
Marketplace Rules. 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.

                                       24
<PAGE>

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

Fees related to services performed by DeJoya Griffith and Company in the years
ended July 31, 2011 and 2010 were as follows:

                                      2011            2010

Audit Fees                       $   24,000      $   14,500
Audit-Related Fees                        0               0
Tax Fees                                  0               0
All Other Fees                            0               0
Total                            $   24,000       $  14,500
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, 2011 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, 2011.

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.


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, 2011 and 2010

   Consolidated Statements of Operations for the years ended July 31, 2011
   and 2010

   Consolidated Statements of Stockholders' Deficit for the years ended
   July 31, 2011 and 2010

   Consolidated Statements of Cash Flows for the years ended July 31, 2011
   and 2010

   Notes to 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.

                                       25
<PAGE>

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).

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

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

10.1 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).

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

23.1 Consent of Independent Auditors filed herewith).

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

31.1 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.

                                       26
<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/ Michael Levine
                                              --------------------------
                                              Michael Levine
                                              Principal Executive Officer


                                        Date:   November14, 2011

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/ Michael Levine                                         November14, 2011
-------------------------  President, Chief Executive Officer,-----------------
  Michael Levine           Chief Financial Officer, Chairman
                           and Director


By:/s/ Bram Lecker         Director                           November14, 2011
-------------------------                                     -----------------
  Bram Lecker


                                       27