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

                                 FORM 10-KSB

                                  (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, 2008.

  [ ] 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.


Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [X]

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

State issuer's revenues for its most recent fiscal year: $ 15,208

<PAGE>

As of November 7, 2008, the aggregate market value of the issuer's common stock
held by non-affiliates was $4,377,447 (based on the closing price of $0.195 per
share of common stock on November 7, 2008, as reported by the Over-the-Counter
Bulletin Board).

The issuer had 36,450,000 shares of common stock outstanding as of
November 7, 2008.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (Check one): Yes [ ]; No [X]

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

<PAGE>

                            VITAL PRODUCTS, INC.
                                 FORM 10-KSB

                             TABLE OF CONTENTS

                                                                    PAGE NO.
PART I

ITEM 1.  DESCRIPTION OF BUSINESS.........................................3

ITEM 2.  DESCRIPTION OF PROPERTY........................................ 9

ITEM 3.  LEGAL PROCEEDINGS.............................................. 9

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............ 9


PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES....... 9

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION......10

ITEM 7.  FINANCIAL STATEMENTS...........................................F1

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE.......................................17

ITEM 8A(T). CONTROLS AND PROCEDURES.....................................17

ITEM 8B. OTHER INFORMATION..............................................17


PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
         AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF
         THE EXCHANGE ACT...............................................18

ITEM 10. EXECUTIVE COMPENSATION.........................................20

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS.....................21

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
         DIRECTOR INDEPENDENCE..........................................22

ITEM 13. EXHIBITS.......................................................23

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.........................23

<PAGE>

PART I

FORWARD LOOKING STATEMENTS DISCLAIMER

This report 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 annual report on Form 10-KSB and other filings we make from
time to time filed 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 document to conform these statements to actual
results or to changes in our expectations, except as required by law.

ITEM 1. DESCRIPTION OF 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.)

OUR BUSINESS

As of July 31, 2008, our sole business was to manufacture two products under
the On The Go name: a padded training seat that helps toddlers with potty
training, and a baby bath with a contoured shape to cradle babies 0-6 months
old.  As of July 31, 2008, these two products have not produced 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 products that are affordable develop, price
competitive for the consumer and that we can introduce into distribution
channels without significant expense.  As a result, we determined to not
invest further funds developing our baby products line.  However, we
intend to continue to manufacture and sell the two products we currently
have through the channels we have already developed.

In September 2008, we changed our business plan, we intend to pursue a
new line of business as a developer and distributor of industrial packaging
products. We are in the very early stage of this change in business model
however and we may not be able to pursue our plans due to our lack of
capital.

EMPLOYEES

As of October 31, 2008 we had two full-time employees and one part-time
employee.

CUSTOMERS

Rather than depending on one or even a few major customers, we sell our
products to  small, independent businesses across Canada with further
distribution into the United States and the United Kingdom.  In general,
the dealers and retailers to whom we market our products also sell other
similar products, some of which compete with our products. During the year
ended July 31, 2007, approximately $15,550 or 30% of our income was derived
from one customer.  No one customer accounted for more than 10% of our
revenues in 2008.

DISTRIBUTION/DEALER NETWORK

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 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.

                                       3
<PAGE>

COMPETITION

In our child care line, we compete with other manufacturers and distributors
who offer one or more products competitive 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.

The childcare products 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:

        * Ginsey Inc.
        * Dorel Juvenile Group
        * RC2 Corporation
        * Mommy's Helper, Inc.

PRODUCT DEVELOPMENT

We are only developing products in our new packaging line We have approximately
four products under development. All of the products are in the initial stages
of development.  We do not intend to further develop the products until we
raise additional funding.  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.  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 gift ware and electronics markets.



MANUFACTURING AND PRODUCT SOURCING

We manufacture our child care products. Our operations rely on a just-in-time
manufacturing processes. With just-in-time, our production is triggered by
immediate customer demand and our inventories of finished goods are either
nonexistent or kept to a minimum. We only build products to meet a customer's
shipment schedule.  All other supplies used in the manufacturing process are
readily available from any number of local suppliers, at competitive prices
and delivered within 24 hours in most cases.

We rely on the performance and cooperation of independent suppliers and
vendors of raw materials for our childcare line whose services are and will
be a material part of our products. We 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 purchase all of the
parts from the subcontractors and perform the final assembly in our facility.
Six Points Plastics, Inc. supplies us with molded plastic. Our foam supplier,

                                       4
<PAGE>

Valle Foam Industries, is one of the few companies in Canada that supplies
the foam used in the padded toddler training seat. The key products purchased
from these subcontractors are utilized in the final assembly of our products.
The nature of the relationship with these subcontractors is that the
subcontractor holds our proprietary tools so that the products are exclusively
those of our Company and cannot be used for other companies.

GOVERNMENTAL REGULATION

Our childcare products are subject to various laws, rules and regulations
in the United States, including the Federal Consumer Product Safety Act, the
Federal Hazardous Substances Act, as amended, the Federal Flammable Fabrics
Act, the Child Safety Protection Act, and the regulations promulgated under
each of these Acts. These laws empower the Consumer Product Safety Commission
to protect children from hazardous toys and other articles.  The Consumer
Product Safety Commission has the authority to exclude from the market
products that are found to be hazardous and to require a manufacturer to
repurchase these products under certain circumstances. In addition, the
Federal Flammable Fabrics Act empowers the Consumer Product Safety
Commission to regulate and enforce flammability standards for fabrics
used in consumer products. Similar laws and regulations exist in various
international markets in which our products may be sold, including Canada.
While we design our products to ensure that they comply with laws and
regulations, it is possible that defects may be found in our products,
resulting in product liability claims, recalls of a product, loss of
revenue, diversion of resources, damage to our reputation or increased
warranty costs, any of which could have a material adverse effect on our
business, financial condition, and results of operation.


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 raise 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 MARKET OUR CHILDCARE PRODUCTS OR SUCCESSFULLY CHANGE OUR
BUSINESS MODEL.

We commenced operations in June 2005 and have engaged in limited business
activities manufacturing and marketing childcare products.  We will face
demands typically faced by start-up companies. We may experience problems,
delays, expenses and 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.

                                       5
<PAGE>

WE GRANTED METRO ONE DEVELOPMENT, INC. A SECURITY INTEREST IN SUBSTANTIALLY
ALL OF OUR ASSETS AND, IF WE DEFAULT ON OUR FINANCING ARRANGEMENT WITH THEM,
THEY HAVE THE RIGHT TO TAKE SUBSTANTIALLY ALL OF OUR ASSETS.

In order to satisfy our obligation on our Notes Payable as part of our
acquisition of assets from Metro One Development, Inc., (formerly On The Go
Healthcare Inc.), in July 2005 we issued two promissory notes totaling
$1,005,000.  In February 2006, we replaced the two promissory notes with
two new Secured Promissory Notes totaling $1,206,000 which included $201,000,
the amount which would be due in accrued interest for one full year.  We
must repay the Secured Promissory Notes one year from March 11, 2008 which
was the date the Company's registration statement was declared effective by
the Securities and Exchange Commission.  Until that time, on July 3, 2006
and each anniversary thereafter, the face value of the Secured Promissory
Notes will increase by 20% until the Secured Promissory Notes are paid in
full. The Secured Promissory Notes pay 20% simple annual interest.  We may
prepay the Secured Promissory Notes at any time with accrued interest and
without penalty. The Secured Promissory Notes had a principal balance of
$1,447,200 and $ 1,740,640 for the years ended July 31, 2007 and
July 31, 2008 respectively.

To secure these Secured Promissory Notes, we granted to Metro One
Development, Inc. a security interest in our assets.  If we do not repay
the Secured Promissory Notes according to their terms, Metro One
Development, Inc. will have the right to seize substantially all of our
assets.  Additionally, Metro One Development, Inc. could liquidate our
assets and retain any and all of the funds from the liquidation. If this
happens, it is extremely likely our business will end and you will lose
your whole investment.

WE MAY NOT BE ABLE TO OBTAIN RAW MATERIALS FOR OUR CHILDCARE LINE 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 childcare line 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, we will not be able to produce
our products, and therefore, we may not be able to generate revenues.  Six
Points Plastics, Inc. supplies us with the plastic molded parts.  We could
find a replacement should we lose this supplier, however, it would be at
some expense.  Our foam supplier, Valle Foam Industries, is one of the few
companies in Canada who supplies the foam used in the padded toddler
training seat, therefore it would be difficult to find a cost-effective
replacement.  Any other suppliers, however, can be replaced at no cost and
therefore do not pose any risk.

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.

                                       6
<PAGE>

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

OUR ORIGINAL SHAREHOLDERS HAVE CONTROL OVER OUR POLICIES AND AFFAIRS AND THEY
MAY TAKE CORPORATE ACTIONS THAT COULD NEGATIVELY IMPACT OUR BUSINESS AND
STOCK PRICE.

Our original shareholders own approximately 65% of our voting securities.
The original shareholders will control our policies and affairs and all
corporate actions requiring shareholder approval, including the election of
directors. Additionally, these holdings may delay, deter or prevent
transactions, such as mergers or tender offers, that would otherwise
benefit investors.

WE DO NOT OWN PATENTS ON OUR CHILDCARE PRODUCTS AND, IF OTHER COMPANIES COPY
OUR PRODUCTS, OUR REVENUES MAY DECLINE WHICH MAY RESULT IN A DECREASE IN OUR
STOCK PRICE.

We do not own patents on our childcare products and we do not intend to file
for patent protection on those products.  We do not currently have the capital
required to register any patent and would not be able to expend the funds
necessary to defend a patent if it was infringed.  At this time, we believe
that the benefit of obtaining patents would be outweighed by their expense.
Therefore, another company could recreate our products and could compete
against us, adversely affecting our revenues.

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 31, 2008 we had two full-time employees and one part-time
employee.  We intend 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
effected which would have a negative impact on our operations.  We presently
have no employment agreement with Mr. Levine.

                                       7
<PAGE>

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

In their report dated October 27, 2008, our independent registered public
accounting firm has expressed doubt about our ability to continue as a going
concern in our financial statements for the fiscal year ended July 31, 2008.
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.

RISKS RELATED TO THIS OFFERING AND 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
interest 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.

                                       8
<PAGE>

ITEM 2. DESCRIPTION OF PROPERTY

We are headquartered in Concord, Ontario, Canada where we have a 4,000 square
foot facility.  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 needs for at least the next year 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, 2008 we did not submit any matters to a
vote of security holders.


PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL
BUSINESS 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 "VTLP.OB." Bid and ask quotations for our common
shares are routinely submitted by registered broker dealers who are members
of the National Association of Securities Dealers on the NASD
Over-the-Counter Electronic Bulletin Board. These quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and
may not represent actual transactions.  The high and low bid information for
our shares for each quarter for the last two years, so far as information is
reported, through the quarter ended July 31, 2008, as reported by the
Bloomberg Financial Network, are as follows:

QUARTER ENDED                 HIGH               LOW

July 31, 2008              $  0.50            $ 0.015


Holders

The number of record holders of our common stock as of October 31, 2008 was
approximately 350, 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, 2008, we do not have any securities authorized for issuance
under equity compensation plans.

                                       9
<PAGE>

SECURITIES ISSUED UNDER STOCK OPTION PLANS

During the fiscal year ended July 31, 2008, we did not issue securities
under any Stock Option Plans.


RECENT SALES OF UNREGISTERED SECURITIES

On October 2, 2008, we issued 10,000,000 restricted shares of common stock to
Michael Levine as a deposit on the acquisition of Den Packaging Inc., valued
at $900,000.

On October 2, 2008, we issued 500,000 restricted shares of common stock
to Downshire Capital as compensation for investor relation services valued
at $100,000.

Between October 14, 2008 and October 24, 2008, an existing investor converted
$1,710,000 principal and interest amount of a promissory note into an
aggregate of 15,200,000 shares of our common stock, at a conversion rate
of $0.1125 per share.  Payments under the note are convertible into shares of
our common stock at seventy five percent of the lowest closing best bid
prices of our common stock for the fifteen trading days prior to the
conversion date.

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. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

INTRODUCTION

The following discussion is intended to provide an analysis of our financial
condition and should be read in conjunction with our financial statements
and the accompanying notes.

OVERVIEW

We incorporated in the State of Delaware on May 27, 2005 and commenced business
under the Vital Products name in July 2005.  We manufacture products under
the "Vital Products" name and we also manufacture and market products under
the "On The Go" name.   Our fiscal year end is July 31.

MANAGEMENT'S STRATEGIC VISION

Our overall business strategy primarily rests on our ability to secure
additional capital through financing activities. In September 2008, we changed
our business plan to pursue a new line of business as a developer and
distributor of industrial packaging products. We are in the very early stage
of this change in business model.  We will not be able to predict when we
will move forward with our business plan until we can raise additional
capital.

Challenges and Uncertainties

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.


                                       10
<PAGE>



CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

Foreign Currency Translation

We consider the functional currency to be the local currency 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.

                                       11
<PAGE>

Intangibles

In accordance with Statement of Financial Accounting Standards (SFAS)
No. 142, "Goodwill and Other Intangible Assets," which was adopted in its
entirety on May 27, 2005, we evaluate the carrying value of intangible assets
annually as of July 31 and between annual evaluations if events occur or
circumstances change that would more likely than not reduce the fair value of
the reporting unit below its carrying amount.  When evaluating whether or not
the asset is impaired, we compare the fair value of the reporting unit to
which the asset is assigned to its carrying amount.  If the carrying amount
of a reporting unit exceeds its fair value, then the amount of the impairment
loss must be measured.  The impairment loss would be calculated by comparing
the implied fair value of the reporting unit to its carrying amount.  The
initial evaluation of our intangible assets, completed as of July 31, 2005 in
accordance with (SFAS) No. 142 resulted in an impairment loss of $150,000.
Our management performed an evaluation of our intangible assets as at
July 31, 2006 which revealed an impairment of $250,000 which is reflected in
our financial statements.

Revenue Recognition

We recognize revenue in accordance with Securities and Exchange Commission
Staff Accounting Bulletin No. 101, or SAB 101, "Revenue Recognition in
Financial Statements" as modified by Securities and Exchange Commission Staff
Accounting Bulletin No. 104. Under SAB 101, 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. We generally recognize
revenue at the time of delivery of goods. Sales are reflected net of discounts
and returns.

Comprehensive Income

We have adopted Statement of Financial Accounting Standards No. 130,
or SFAS 130, "Reporting 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, 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 financial statements.
Comprehensive income is displayed in the statement of shareholders' deficit
and in the balance sheet as a component of shareholders' deficit.

New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities
- - - Including an Amendment of FASB Statement No. 115." This statement permits
entities to choose to measure many financial instruments and certain other
items at fair value.  Most of the provisions of SFAS No. 159 apply only to
entities that elect the fair value option.  However, the amendment to
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," applies to all entities with available-for-sale and trading
securities.  SFAS No. 159 is effective as of the beginning of an entity's
first fiscal year that begins after November 15, 2007.  Early adoption is
permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity also elects to apply the provision
of SFAS No. 157, "Fair Value Measurements." We do not expect the
adoption of this statement to have a material effect on our future
reported financial position or results of operations.

                                       12
<PAGE>

In June 2007, the Emerging Issues Task Force ("EITF") ratified its conclusion
on EITF Issue No. 06-11 "Accounting for the Income Tax Benefits of Dividends on
Share-Based Payment Awards" ("EITF 06-11"). EITF 06-11 provides that tax
benefits associated with dividends on share-based payment awards be recorded as
a component of additional paid-in capital. EITF 06-11 is effective, on a
prospective basis, for fiscal years beginning after December 15, 2007. We
are currently evaluating the impact that the adoption of EITF 06-11 will
have on our financial position, results of operation and cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" ("SFAS 141R"). SFAS 141R establishes principles and requirements
for how a company recognizes assets acquired, liabilities assumed, contractual
contingencies and contingent consideration measured at fair value at the
acquisition date. The Statement also establishes disclosure requirements which
will enable users to evaluate the nature and financial effect of the business
combination. SFAS 141R is effective for fiscal years beginning after December
15, 2008. We are currently evaluating the impact that the adoption of
SFAS 141R will have on our financial position, results of operation and cash
flows.

In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for ownership interests
in subsidiaries held by parties other than the parent, the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest, changes in a parent's ownership interest and the valuation of
retained noncontrolling equity investments when a subsidiary is deconsolidated.
The Statement also establishes reporting requirements that provide sufficient
disclosures that clearly identify and distinguish between the interest of the
parent and the interest of the noncontrolling owners. SFAS 160 is effective for
fiscal years beginning after December 15, 2008. We do not expect the
adoption of SFAS 160 to have any impact on our financial position, results of
operation or cash flows.

In March 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an
amendment to FASB Statement No. 133". SFAS No. 161 is intended to improve
financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. Entities are required to provide enhanced disclosures about: (a) how and
why an entity uses derivative instruments; (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations; and (c) how derivative instruments and related hedged items
affect an entity's financial position, financial performance, and cash flows.
It is effective for financial statements issued for fiscal years beginning
after November 15, 2008, with early adoption encouraged. We are currently
evaluating the impact of SFAS No. 161 on its financial statements, and the
adoption of this statement is not expected to have a material effect on our
financial statements.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". We are currently evaluating the impact of SFAS No. 162 on
our financial statements, and the adoption of this statement is not expected to
have a material effect on our financial statements.

                                       13
<PAGE>

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163,"Accounting for Financial Guarantee Insurance Contracts - An interpretation
of FASB Statement No. 60". SFAS 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial obligation.
It also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15,2008, except for
some disclosures about the insurance enterprise's risk-management activities.
SFAS 163 requires that disclosures about the risk-management activities of the
insurance enterprise be effective for the first period beginning after
issuance. Except for those disclosures, earlier application is not permitted.
We are currently evaluating the impact of SFAS No. 163 on our financial
statements, and the adoption of this statement is not expected to have a
material effect on our financial statements.


RESULTS OF OPERATIONS FOR THE FISCAL YEARS ENDED JULY 31, 2008 COMPARED TO 2007

Revenues:

For the year ended July 31, 2008, our revenues decreased by 70.4%, or $36,182,
to $15,208 as compared to $51,390 for the fiscal year ended July 31, 2007. The
decrease in revenues was primarily the result of our not having enough sales
people selling our child care products, which resulted in fewer sales to
existing customers. In addition, as a result of the foreign currency exchange,
we were less competitive to customers located in the United States.

Cost of Sales:

Our cost of sales for the year ended July 31, 2008 decreased by 76.1%, or
$26,379, to $8,300 as compared to $34,679 for the fiscal year ended
July 31, 2007. This decrease in cost of sales was directly related to the
decrease in sales.

Selling, General and Administrative Expenses:

Our selling, general and administrative expenses were $70,366 for the year
ended July 31, 2008, a decrease of 44.8%, or $57,215, compared to $127,581
for the year ended July 31, 2007 . The decrease in selling, general and
administrative expenses was primarily the result of a reduction of staff.

Impairment on Intangible and Fixed Assets:

Our net impairment expenses on intangible and fixed assets for the year ended
July 31, 2008 totaled $ 0, as compared to an impairment of $438,007 for the
year ended July 31, 2007.  This $438,007 decrease in net impairment expenses
was primarily attributable to the fact that during the year ended
July 31, 2007, we had written off certain equipment and molds acquired from
the Childcare Division of Metro One Development, Inc., (formerly On The Go
Healthcare, Inc.), which we believe had no future economic benefit.

Net income (loss):

Our net loss for the year ended July 31, 2008 was $318,399, as compared to a
loss of $924,793 for the year ended July 31, 2007.  The $606,394 decrease
in net loss compared to the prior year was primarily attributable to less
depreciation and impairment on fixed assets.

                                       14
<PAGE>

Our total assets for the year ended July 31, 2008 were $37,958, a decrease
of 39%, or $24,620, as compared to $62,578 for the fiscal year ended
July 31, 2007.  The decrease in total assets compared to the prior year
was primarily the result of a decrease in inventory and accounts receivable.

Our total liabilities for the year ended July 31, 2008 were $2,155,893, an
increase of $357,499  as compared to $1,798,394 for the year ended
July 31, 2007. The increase in our total liabilities compared to the prior
year was primarily the result of $294,368 in additional interest accrued on
our note payable to Metro One Development, Inc.


OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements to report for the fiscal
year ended July 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of July 31, 2008, we had total current assets of $2,802 and total
current liabilities of $2,155,893, resulting in a working capital deficit
of $2,153,091. As of that date, we had cash of $2,802. Our cash flow from
operating activities for the year ended July 31, 2008 resulted in a
deficit of $4,772 which was primarily the result of a reduction in overall
sales, which thereby decreased our ability to generate cash flow from our
operations.  As of July 31, 2007, we had total current assets of $15,709
and total current liabilities of $1,798,394, resulting in a working capital
deficit of $1,782,685.  As of that date, we had cash of $2,599.  Our cash
flow from operating activities for the fiscal year ended July 31, 2007
resulted in a deficit of $49,391 which was primarily the result of a
reduction in overall sales, which thereby decreased our ability to
generate cash flow from our operations.

Our current cash balance and cash flow from operating activities will not be
sufficient to fund our operations.  Our cash flow from financing activities
for the year ended July 31, 2008 resulted in a surplus of $6,202 which
was primarily the result of loans we received from Metro One Development, Inc.
Our cash flow from financing activities for the fiscal year ended
July 31, 2007 resulted in a surplus of $46,473 which was also primarily the
result of loans we received from Metro One Development, Inc.  We will need
to raise capital of approximately $300,000 to $350,000, through either debt
or equity instruments to fund our operations. However, 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 $2,155,893 to cover our current liabilities.

As of July 31, 2008, we had a $1,766,210 note payable and a $292,083
advance to Metro One Development, Inc., payable on demand.  We do
not know when Metro One Development, Inc. will demand payment on this advance.
However, should Metro One Development, Inc. demand payment, we would need
additional capital to repay this obligation.

As part of our acquisition of assets from Metro One Development, Inc. (formerly
On The Go Healthcare, Inc.), we agreed to issue $250,000 worth of our common
stock and two promissory notes in the aggregate amount of $1,005,000.  On
February 23, 2006, we replaced the original promissory notes and issued to
Metro One Development, Inc. two Secured Promissory Notes with a face value
of $1,206,000.  The increase from $1,005,000 to $1,206,000 represents a full
year of accrued interest. Although a full year of interest had not yet
accrued, we agreed to include interest of $201,000 as opposed to $128,860
as consideration for replacing the original note. We must repay the
Secured Promissory Notes one year from March 11, 2008, the date our
registration statement was declared effective by the Securities and
Exchange Commission.  Until that time, on July 3, 2006 and each anniversary
thereafter, the face value of the Secured Promissory Notes will increase
by 20% until such time as the Secured Promissory Notes are paid in full.
The Secured Promissory Notes pay 20% simple annual interest.  We may
prepay the Secured Promissory Notes at any time, with accrued interest
and without penalty. At the year ended July 31, 2007, the Secured
Promissory Notes had a principal balance of $1,447,200.

                                       15
<PAGE>

To secure both of the Secured Promissory Notes described immediately above,
we granted to Metro One Development, Inc. a security interest in our assets.
If we do not repay the Secured Promissory Notes according to their terms,
Metro One Development, Inc. will have the right to seize substantially all
of our assets.  Additionally, Metro One Development, Inc. could liquidate
our assets and retain any and all of the funds from the liquidation.

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.

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 cannot guarantee that we will 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.

                                       16
<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

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



                              VITAL PRODUCTS, INC.

                                     INDEX

                            July 31, 2008 and 2007


                                                                    Page


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.............. F1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.............. F2



FINANCIAL STATEMENTS

Balance Sheets....................................................... F3

Statements of Operations............................................. F4

Statement of Change in Shareholders' Deficit ........................ F5

Statements of Cash Flows............................................. F6

NOTES TO FINANCIAL STATEMENTS.................................. F7 - F15

<PAGE>






REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheet of Vital Products, Inc. as
of July 31, 2008 and the related statements of operations, stockholders'
equity and cash flows for the year then ended.  These financial statements
are the responsibility of the company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. Accordingly, we express
no such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audit provides 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, 2008, and the results of its operations and its cash flows for
the year then ended in conformity with accounting principles generally
accepted in the United States of America.

We also have audited the adjustments described in Note 12 that were applied
to restate the 2007 financial statements. In our opinion, such adjustments
are appropriate and have been properly applied. We were not engaged to audit,
review, or apply any procedures to the 2007 financial statements of the Company
other than with respect to the adjustments and, accordingly, we do not
express an opinion or any other form of assurance on the 2007 financial
statements taken as a whole.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has incurred significant losses from
operations, anticipates additional losses in the next fiscal year, and has
insufficient working capital as of July 31, 2008 to fund the anticipated
losses.  These conditions raise substantial doubt as to the ability of the
Company to continue as a going concern.  Managements' plans in regards to
these matters are described in Note 2. These financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.


/s/MSCM LLP
------------------------
MSCM LLP

Toronto, Canada
November 12, 2008
                                                                            F1

<PAGE>






            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited, before the effects of the adjustments for the restatement
described in Note 12, the balance sheet of Vital Products, Inc. as of
July 31, 2007  and the related statements of operations, stockholders'
equity and cash flows for the year then ended. The 2007 financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, except for the restatement described in Note 12, the 2007
financial statements present fairly, in all material respects, the financial
position of Vital Products, Inc. as of July 31, 2007 and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles in the United States of America.

We were not engaged to audit, review, or apply any procedures to the
adjustments for the restatement described in Note 12 and accordingly, we do
not express an opinion or any other form of assurance about whether such
adjustments are appropriate and have been properly applied. Those adjustments
have been audited by MSCM LLP.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has incurred significant losses from
operations, anticipates additional losses in the next fiscal year, and has
insufficient working capital as of July 31, 2007 to fund the anticipated
losses.  These conditions raise substantial doubt as to the ability of the
Company to continue as a going concern.  Managements' plans in regards to
these matters are described in Note 2. These financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.



/s/ Danziger Hochman Partners LLP
-----------------------------------
Danziger Hochman Partners LLP


Toronto, Canada
September 19, 2007

                                                                            F2

<PAGE>




VITAL PRODUCTS, INC.
Balance Sheets
As at July 31, 2008 and 2007



                                                          July 31,    July 31,
                                                              2008        2007
                                                        ----------  ----------
ASSETS
  Current
    Cash                                                $    2,802  $    2,599
    Accounts receivable                                          -       8,885
    Inventory                                                    -       4,225
                                                        ----------  ----------
                                                             2,802      15,709
                                                        ----------  ----------
  Other
    Equipment, net of accumulated depreciation              35,156      46,869
                                                        ----------  ----------
                                                            35,156      46,869
                                                        ----------  ----------
                                                        $   37,958  $   62,578
                                                        ==========  ==========

LIABILITIES
  Current
    Accounts payable and accrued liabilities            $   97,600  $   52,024
    Advances from Metro One Development, Inc.              292,083     274,528
    Notes payable to Metro One Development, Inc.         1,766,210   1,471,842
                                                        ----------  ----------
                                                         2,155,893   1,798,394
                                                        ----------  ----------

SHAREHOLDERS' DEFICIT
  Capital stock                                              1,075       1,075
  Additional paid-in capital                               334,475     334,475
  Accumulated other comprehensive income (loss)           (176,598)   (112,878)
  Accumulated deficit                                   (2,276,887) (1,958,488)
                                                        ----------  ----------
                                                        (2,117,935) (1,735,816)
                                                        ----------  ----------
                                                        $   37,958  $   62,578
                                                        ==========  ==========

See Accompanying Notes to Financial Statements
                                                                            F3
<PAGE>






VITAL PRODUCTS, INC.
Statements of Operations
For the years ended July 31, 2008 and 2007


                                                        For The     For The
                                                        Year Ended  Year Ended
                                                        July 31,    July 31,
                                                              2008        2007
                                                        ----------  ----------

Sales                                                   $   15,208  $   51,390
Cost of sales                                                8,300      34,679
                                                        ----------  ----------
Gross profit                                                 6,908      16,711
                                                        ----------  ----------
Operating expenses
  Depreciation                                              13,947     192,121
  Selling, general and administrative expenses              70,366     127,581
                                                        ----------  ----------
    Total operating expenses                                84,313     319,702
                                                        ----------  ----------
Net operating loss                                       (  77,405)  ( 302,991)

Other revenues (expenses)
  Financing costs                                        ( 294,368)  ( 264,866)
  Gain (loss) on currency exchange                          53,374      81,071
  Impairment on fixed assets                                     -   ( 438,007)
                                                        ----------  ----------
Net loss for year                                        ( 318,399)  ( 924,793)
                                                        ==========  ==========
Net loss per common share                                  ($ 0.03)    ($ 0.09)
                                                        ==========  ==========
Weighted average number of common shares outstanding    10,750,000  10,750,000
                                                        ==========  ==========

See Accompanying Notes to Financial Statements
                                                                            F4
<PAGE>





VITAL PRODUCTS, INC.
Statement of Changes in Shareholders' Deficit
For the years ended July 31, 2008 and 2007

                                                         Accumulated
                                                             Other
                                    Additional             Compreh-
                    Common Stock     Paid-In                ensive
                   Number   Amount   Capital     Deficit    Income       Total
                                                            (Loss)
-------------------------------------------------------------------------------
Balance,
July 31, 2006  10,750,000   $1,075  $334,475 ($1,033,695)($105,249)  ($803,394)

Foreign
currency
translation             -        -         -           -    (7,629)     (7,629)

Net loss
  for the year          -        -         -  (  924,793)        -  (  924,793)
-------------------------------------------------------------------------------
Balance,
July 31, 2007  10,750,000  $ 1,075 $ 334,475 ($1,958,488)($112,878)($1,735,816)

Foreign
currency
translation             -        -         -           -   (63,720)    (63,720)

Net loss for
  the year              -        -         -    (318,399)        -    (318,399)
-------------------------------------------------------------------------------
Balance,
July 31, 2008  10,750,000  $ 1,075 $ 334,475 ($2,276,887)($176,598)($2,117,935)
===============================================================================

See Accompanying Notes to Financial Statements
                                                                            F5

<PAGE>





VITAL PRODUCTS, INC.
Statements of Cash Flows
For the years ended July 31, 2008 and 2007


                                                        For The     For The
                                                        Year Ended  Year Ended
                                                        July 31,    July 31,
                                                              2008        2007
                                                        ----------  ----------

Operating activities
    Net loss for the year                              ($  318,399)($  924,793)
    Adjustments to reconcile net loss to net cash used
        by operating activities:
            Depreciation                                    13,947     192,121
            Interest on notes payables                     294,368     265,842
            Gain(loss)on currency exchange                 (53,374)    (81,071)
            Impairment of equipment                              -     438,007
            Change operating assets and liabilities:
                Accounts receivable                          8,885       1,394
                Inventory                                    4,225      39,471
                Accounts payable and accrued liabilities    45,576      19,638
                                                        ----------  ----------
Net cash used in operating activities                       (4,772)   ( 49,391)
                                                        ----------  ----------
Financing activities
   Payment on advances                                           -     (17,251)
   Proceeds from advances                                    6,202      63,724
                                                        ----------  ----------
Net cash provided by financing activities                    6,202      46,473
                                                        ----------  ----------
Foreign currency translation effect                         (1,227)       (724)
                                                        ----------  ----------
Net increase (decrease) in cash                                203      (3,642)
Cash, beginning of period                                    2,599       6,241
                                                        ----------  ----------

Cash, end of period                                     $    2,802    $  2,599
                                                        ==========  ==========


See Accompanying Notes to Financial Statements
                                                                            F6
<PAGE>



VITAL PRODUCTS, INC.
Notes to Financial Statements
July 31, 2008 and 2007


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.

2. SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Going Concern

During the years ended July 31, 2008 and 2007, the Company incurred
losses of $318,399 and $924,793, respectively and cash provided
by (used in) operations was $(4,772) and $(49,391), respectively.  The Company
financed its operations through loans payable and vendors' credit.

Management believes that the current cash balances at July 31, 2008 and net
cash proceeds from operations will not be sufficient to meet their cash
requirements for the next twelve months.

These financial statements have been prepared on a going concern
basis and do not include any adjustments to the measurement and classification
of the recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.  The
Company has experienced losses in the period and has 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.

Accounting Principles

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

Use of Estimates

The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses during
the year.  Actual results could differ from those estimates.

                                                                             F7
<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

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, 2008 and
2007, 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 collectibility.  Receivables are charged
off against the allowance for doubtful accounts when it becomes probable that
a receivable will not be recovered.

Fair Value of Financial Instruments

The Company's financial instruments comprise cash, accounts receivable,
accounts payable and accrued liabilities and advances from and notes payable
to Metro One Development, Inc.  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.

                                                                             F8
<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Equipment

Equipment is recorded at cost less accumulated depreciation.  Depreciation of
equipment is provided annually on a declining basis and straight line basis
over the estimated useful life of the asset, except for current year additions
on which 1/2 of the rates are applicable:

        Manufacturing equipment         20% declining balance
        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 fixed assets or whether the remaining balance of fixed assets should
be evaluated for possible impairment. The Company uses an estimate of the
related undiscounted cash flows over the remaining life of the fixed assets
in measuring their recoverability.

For the year ended July 31, 2007, the Company wrote off certain equipment
and molds that provided no future economic benefit.  The value of the
writedowns approximated $438,000.

Foreign Currency Translation

The Company considers the functional currency to be the local currency and,
accordingly, their financial information is translated into U.S. dollars using
exchange rates in effect at year-end.  Adjustments resulting from translation
of foreign exchange are included as a component of other comprehensive income
(loss) within stockholders' deficit.

Revenue Recognition

The Company recognizes revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101") as modified by Securities and Exchange Commission Staff
Accounting Bulletin No. 104. Under SAB 101, 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.

                                                                             F9
<PAGE>

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company accounts for its income taxes under the liability method
specified by Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes."  Deferred tax assets and liabilities are
determined based on the difference between the financial statement and
tax bases of assets and liabilities as measured by the enacted tax
rates which will be in effect when these differences reverse.  The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in operations in the period that includes the enactment
date. As of July 31, 2008, the Company has available for income tax
purposes a net operating loss carry forward of approximately $2,718,000,
expiring in the years from 2015 to 2028, that may be used to offset taxes
on future taxable income. As of July 31, 2008, the Company has provided a
valuation reserve against the full amount of the net operating loss benefit,
since, in the opinion of management, based upon the limited earning history
of the Company, it is more likely than not that the benefits will not be
realized.

Basic Loss Per Share

Basic net loss per share figures are calculated using the weighted average
number of common shares outstanding computed on a daily basis.

Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting 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, 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 financial statements.
Comprehensive income is displayed in the statement of shareholders' deficit and
in the balance sheet as a component of shareholders' deficit.

New Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities
- - - Including an Amendment of FASB Statement No. 115."  This statement permits
entities to choose to measure many financial instruments and certain other
items at fair value.  Most of the provisions of SFAS No. 159 apply only to
entities that elect the fair value option.  However, the amendment to
SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," applies to all entities with available-for-sale and trading
securities.  SFAS No. 159 is effective as of the beginning of an entity's
first fiscal year that begins after November 15, 2007.  Early adoption is
permitted as of the beginning of a fiscal year that begins on or before
November 15, 2007, provided the entity also elects to apply the provision
of SFAS No. 157, "Fair Value Measurements." Management does not expect the
adoption of this statement to have a material effect on the Company's future
reported financial position or results of operations.

                                                                            F10
<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

In June 2007, the Emerging Issues Task Force ("EITF") ratified its conclusion
on EITF Issue No. 06-11 "Accounting for the Income Tax Benefits of Dividends on
Share-Based Payment Awards" ("EITF 06-11"). EITF 06-11 provides that tax
benefits associated with dividends on share-based payment awards be recorded as
a component of additional paid-in capital. EITF 06-11 is effective, on a
prospective basis, for fiscal years beginning after December 15, 2007. The
Company is currently evaluating the impact that the adoption of EITF 06-11 will
have on its financial position, results of operation and cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations" ("SFAS 141R"). SFAS 141R establishes principles and requirements
for how a company recognizes assets acquired, liabilities assumed, contractual
contingencies and contingent consideration measured at fair value at the
acquisition date. The Statement also establishes disclosure requirements which
will enable users to evaluate the nature and financial effect of the business
combination. SFAS 141R is effective for fiscal years beginning after December
15, 2008. The Company is currently evaluating the impact that the adoption of
SFAS 141R will have on its financial position, results of operation and cash
flows.

In December 2007, the FASB issued SFAS No. 160 "Noncontrolling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51" ("SFAS 160").
SFAS 160 establishes accounting and reporting standards for ownership interests
in subsidiaries held by parties other than the parent, the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest, changes in a parent's ownership interest and the valuation of
retained noncontrolling equity investments when a subsidiary is deconsolidated.
The Statement also establishes reporting requirements that provide sufficient
disclosures that clearly identify and distinguish between the interest of the
parent and the interest of the noncontrolling owners. SFAS 160 is effective for
fiscal years beginning after December 15, 2008. The Company does not expect the
adoption of SFAS 160 to have any impact on its financial position, results of
operation or cash flows.

In March 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 161, "Disclosures about Derivative Instruments and Hedging Activities - an
amendment to FASB Statement No. 133". SFAS No. 161 is intended to improve
financial standards for derivative instruments and hedging activities by
requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. Entities are required to provide enhanced disclosures about: (a) how and
why an entity uses derivative instruments; (b) how derivative instruments and
related hedged items are accounted for under Statement 133 and its related
interpretations; and (c) how derivative instruments and related hedged items
affect an entity's financial position, financial performance, and cash flows.
It is effective for financial statements issued for fiscal years beginning
after November 15, 2008, with early adoption encouraged. The Company is
currently evaluating the impact of SFAS No. 161 on its financial statements,
and the adoption of this statement is not expected to have a material effect
on the Company's financial statements.

                                                                            F11
<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". SFAS 162 identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles in the
United States. It is effective 60 days following the SEC's approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles". The Company is currently evaluating the impact of SFAS No. 162 on
its financial statements, and the adoption of this statement is not expected to
have a material effect on the Company's financial statements.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163,"Accounting for Financial Guarantee Insurance Contracts - An interpretation
of FASB Statement No. 60". SFAS 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial obligation.
It also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15,2008, except for
some disclosures about the insurance enterprise's risk-management activities.
SFAS 163 requires that disclosures about the risk-management activities of the
insurance enterprise be effective for the first period beginning after
issuance. Except for those disclosures, earlier application is not permitted.
The Company is currently evaluating the impact of SFAS No. 163 on its financial
statements, and the adoption of this statement is not expected to have a
material effect on the Company's financial statements.



3.  INVENTORY

As of July 31, 2008 and 2007, inventory comprised the following:

                                                      2008           2007
                                               ------------    -----------
        Finished goods                         $         -     $     4,225
        Raw materials                                    -               -
                                               ------------    -----------
                                               $         -     $     4,225
                                               ============    ===========
4.  EQUIPMENT

As of July 31, 2008 and 2007, equipment consists of the following:

                                                      2008           2007
                                               ------------    -----------
        Machinery and equipment                $   319,265     $   306,456
        Molds                                      219,355         210,555
                                               ------------    -----------
                                                   538,620         517,011
        Less:  Accumulated depreciation           (503,464)       (470,142)
                                               ------------    -----------
        Equipment, net                         $    35,156     $    46,869
                                               ============    ===========

                                                                            F12
<PAGE>

5.  ADVANCES FROM METRO ONE DEVELOPMENT, INC.

Advances from Metro One Development, Inc. as of July 31, 2008 and 2007 are
unsecured, non-interest bearing and have no fixed repayment terms.
Accordingly, these advances are presented as current on the accompanying
balance sheets as current liabilities.


6.  NOTES PAYABLE TO METRO ONE DEVELOPMENT, INC.

The notes payable were part of the consideration for the purchase of the
assets of the Childcare Division of Metro One Development, Inc. (formerly
On The Go Healthcare, Inc.)  The notes bear interest at 20% per annum, allow
for the lender to secure a portion of the Company assets up to 200% of the
face value of the loan and mature one year from March 11, 2008, the date
the Company's registration statement was declared effective by the Securities
and Exchange Commission.  As of July 31, 2008, the lender had not secured any
of the Company's assets.  As of July 31, 2008  and 2007, notes payable to
Metro One Development, Inc. comprise the following: See note 11.


                                                      2008           2007
                                               ------------    -----------
        Principal                              $  1,740,640    $ 1,447,200
        Interest                                     25,570         24,642
                                               ------------    -----------
                                               $  1,766,210    $ 1,471,842
                                               ============    ===========

7.  CAPITAL STOCK

Capital stock consists of 1,000,000 authorized preferred shares with a $0.01
par value and 100,000,000 common shares with a $0.0001 par value.  As of
July 31, 2008 and 2007, there were no issued and outstanding preferred shares.
10,750,000 shares of common stock had been issued and outstanding for both
years.

                                                                            F13
<PAGE>

8.  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, 2008 and 2007:

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

                                                      2008           2007
                                               ------------    -----------
        Net loss for the period                $(  318,399)   $(  924,793)
        Enacted income tax rate                       34.6%            36%
                                               ------------    -----------
        Income tax recovery at enacted rate       (110,140)      (332,925)
        Non-deductible expenses                          -              -
        Change in valuation allowance              110,140        332,925
                                               ------------    -----------
        Income tax expense / recovery          $         -     $        -
                                               ============    ===========

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

                                                      2008           2007
                                               ------------    -----------
        Non-capital loss carry forward         $   788,348     $  677,636
        Valuation allowance                       (788,348)      (677,636)
                                               ------------    -----------
        Net future income tax assets           $         -     $        -
                                               ============    ===========

In assessing the realizability of future tax assets, management considers
whether it is more likely than not that some portion or all of the future
tax assets will not be realized.  The ultimate realization of future tax assets
is dependent upon the generation of future taxable income during the periods
in which those temporary differences become deductible.  Management considers
the scheduled reversal of future tax liabilities, projected future taxable
income and tax planning strategies in making this assessment.  Management has
provided for a valuation allowance on all of its losses as there is no
assurance that future tax benefits will be realized.  See note 2.

The non-capital losses expire in 2015 through 2028.


9. RELATED PARTY TRANSACTIONS

As of and for the fiscal years ended July 31, 2008 and 2007, the Company had
purchases totaling $3,473 and $9,789, respectively, rent expense totaling
$35,864 and $32,143, respectively, and outstanding payables totaling $70,508
and $33,746, respectively, with a vendor to which the Company's Chief
Executive Officer has a majority ownership interest.

During the year ended July 31, 2008 and year ended July 31, 2007, Metro One
Development, Inc.'s internal accountants provided bookkeeping services
to the Company at no cost.  The value of such bookkeeping is considered
immaterial and therefore no amounts have been recorded.

                                                                            F14
<PAGE>

10. CUSTOMER CONCENTRATION

During the year ended July 31, 2007, approximately $15,550, or 30% of the
Company's gross revenue, was derived from one customer.  The Company did not
have a similar concentration during the 2008 fiscal year.


11. SUBSEQUENT EVENTS

On October 2, 2008, the Company issued 10,000,000 restricted shares of common
stock to Michael Levine, CEO, President and Chairman of the Board as a deposit
on the acquisition of Den Packaging Inc. valued at $900,000.

On October 2, 2008, the Company issued 500,000 restricted shares of common
stock to Downshire Capital for investor relation services valued at $100,000.

Between October 14, 2008 and October 24, 2008, an existing investor converted
$1,710,000 principal and interest amount of a promissory note into an aggregate
of 15,200,000 shares of our common stock, at a conversion rate of $0.1125 per
share.  Payments under the note are convertible into shares of our common stock
at seventy five percent of the lowest closing best bid prices of our common
stock for the fifteen trading days prior to the conversion date.


12. RESTATEMENT

Subsequent to the issuance of the financial statements for the year ended
July 31, 2007 that were filed with the U.S. Securities and Exchange Commission,
the Company made the following adjustments relating to foreign exchange
translation gain (loss) as a result of the effect of exchange rate changes
on the Note Payable to Metro One Development, Inc.:

A summary of the effect of the restatement is as follows:

                                              Year Ended July 31, 2007
                                    As Reported     Restatement     As Restated
                                  -------------     -----------    ------------

Statement of Operations

Gain (loss) on currency exchange          ($724)        $81,795        $81,071

Net loss for year                   ($1,006,588)        $81,795      ($924,793)


Statement of Shareholders' Deficit

Deficit, Opening Balance            ($1,132,493)        $98,798    ($1,033,695)

Accumulated Other Comprehensive
  Income (Loss), Opening, Balance       ($6,451)       ($98,798)     ($105,249)

Accumulated Other Comprehensive
  Income (Loss), Foreign currency
    translation for year                $74,166        ($81,795)       ($7,629)


                                                                            F15
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

On July 25, 2008, we received notice that Danziger Hochman Partners LLP,
our independent registered public accountants, would be merging with
MSCM LLP, with MSCM LLP as the surviving entity. The merger was effective
August 1, 2008.

Effective September 29, 2008, our board of directors approved the engagement
of MSCM LLP as our new independent accountant concurrent with their merger
of Danziger Hochman Partners LLP for the fiscal year ended July 31, 2008.

In connection with the audit for the past two fiscal years and through
September 29, 2008, there were no disagreements with Danziger Hochman
Partners LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Danziger Hochman
Partners LLP, would have caused Danziger Hochman Partners LLP to make
reference to the subject matter of the disagreements in connection with
its audit reports on our financial statements.

ITEM 8A(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-KSB. Based on this evaluation, our Chief Executive Officer and our
Chief Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that information we are required to
disclose in reports that we file or submit under the Securities Exchange
Act of 1934 (i) is recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms,
and (ii) is accumulated and communicated to our management, including our
Chief Executive Officer and our Chief Financial Officer, as appropriate to
allow timely decisions regarding required disclosure. Our disclosure controls
and procedures are designed to provide reasonable assurance that such
information is accumulated and communicated to our management. Our disclosure
controls and procedures include components of our internal control over
financial reporting. Management's assessment of the effectiveness of our
internal control over financial reporting is expressed at the level of
reasonable assurance that the control system, no matter how well designed and
operated, can provide only reasonable, but not absolute, assurance that the
control system's objectives will be met.

INTERNAL CONTROL OVER FINANCIAL REPORTING

This annual report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report
of the company's registered public accounting firm due to a transition
period established by the rules of the Securities and Exchange Commission
for newly public companies.

CHANGES IN INTERNAL CONTROLS

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, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

ITEM 8B. OTHER INFORMATION.

None.

                                       17
<PAGE>

PART III

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
        CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
        ACT.

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, 2008 .
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
annually by our Board of Directors. There are no family
relationships among our directors and executive officers.

Name                            Age       Position
-----------------------------------------------------------------------------
Michael Levine (1)              48        President, Chairman, Chief
                                          Executive Officer and Director

Henry Goldberg, C.A. CFE        55        Chief Financial Officer and
                                          Director

Bram Lecker B.A.  L.L.B         50        Director

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

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 20
years. Mr. Levine attended McGill University.

Mr. Henry Goldberg has served as our Chief Financial Officer and a Director
since June 2005.  Mr. Goldberg devotes a minimum of 25% of his working time
to the affairs of our Company.  Prior to joining us, Mr. Goldberg has been
a Partner of the Charter Accounting firm of Norman, Goldberg & Co. since 1979.
Mr. Goldberg is also a Director of Noblehouse Communications Limited, a
public corporation. Mr. Goldberg has earned the designations of Certified
Financial Planner and Fraud Examiner, and Chartered Accountant.

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.

                                       18
<PAGE>

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.  A copy of our Code of
Ethics has been filed with this report as exhibit 14.1.In addition, 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.


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. Any such recommendation for the
2009 Annual Meeting of Stockholders should be provided to our corporate
secretary by December 31, 2008. 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 shall evaluate the recommended candidate and shall 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.

Audit 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, 2008, Mr. Goldberg has been
designated as the Board's "audit committee financial expert" as defined in
Item 407(d)(5) of Regulation S-B. Mr. Goldberg'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. Goldberg 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. Goldberg has an understanding of
audit committee functions.

                                       19
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION

The following table shows the compensation paid or accrued during the fiscal
years ended July 31, 2008 and 2007 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

-------------------------------------------------------------------------------
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    2008 $  0                                                 $ 0
           2007 $  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, 2008, our named executive officer did not have any options
outstanding.

                                       20
<PAGE>

NARRATIVE TO OUTSTANDING EQUITY AWARDS TABLE

Retirement Benefits

We do not have any qualified or non-qualified defined benefit plans.

Non-qualified Deferred Compensation

We do not have any non-qualified defined contribution plans or other deferred
compensation plans.

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 for the fiscal years ended July 31, 2007 and
July 31, 2008.


ITEM 11. 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 13, 2008, 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, 2008 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 13, 2008, plus shares of common stock subject to options, warrants
and conversion rights held by such person on October 13, 2008, 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)          14,001,550           65.89 %

                  Henry Goldberg, C.A. CFE             0            -0-

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


                  Directors and executive
                  officers as a group
                  (3 persons)                 14,001,550           65.89 %

                                       21
<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 13, 2008 was 21,250,000 shares.

(3)  Michael Levine's beneficial ownership is comprised of 14,001,550
     shares of common stock


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As of July 31, 2008, we have accrued a total of $70,508 in rent to Michael
Levine, our Chief Executive Officer, President and Chairman of the Board for
use of a 4,000 square foot facility within a building he owns in Concord,
Ontario, Canada.  The lease is on a month-to-month basis and we pay $3,000 CDN
per month.

As of and for the fiscal year ended July 31, 2008 and 2007, we had purchases
totaling $3,473 and $9,789, respectively, rent expense totaling $35,864 and
$32,143, respectively, and outstanding payables totaling $70,508 and $33,746
with a vendor to which our Chief Executive Officer has a majority ownership
interest.

During the fiscal years ended July 31, 2008 and July 31, 2007, Metro One
Development, Inc.'s internal accountants provided bookkeeping services
to us at no cost.

On October 2, 2008, we issued 10,000,000 restricted shares of common stock to
Michael Levine as a deposit on the acquisition of Den Packaging Inc. valued
at $900,000.

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, 2008, Michael Levine, Henry Goldberg and Bram Lecker served
as our directors. Only Mr. Bram Lecker has been deemed by our board of
directors to be an "independent" director, as defined under the standards
of independence set forth in the Marketplace Rules of the NASDAQ Stock Market,
Rule 4200(a)(15). 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.

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ITEM 13. EXHIBITS.

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).

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).

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).

14.1 Code of Ethics (filed herewith).

23.1 Consent of Independent Auditors, MSCM LLP (filed herewith).

23.2 Consent of Independent Auditors, Danziger Hochman Partners LLP
     (filed herewith).

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

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

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


ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

We engaged MSCM LLP as our independent auditors to report on our balance sheet
as of July 31, 2008, and the related statements of income, stockholders'
deficit and cash flows for the year then ended.

We engaged Danziger Hochman Partners LLP as our independent auditors to report
on our balance sheet as of July 31, 2007 and subsequent periods, and the
related statements of income, stockholders' deficit and cash flows for the
year then ended.

Audit Fees

The aggregate fees billed for each of the last two fiscal years ended
July 31, 2008 and 2007 for professional services rendered by the principal
accountant for the audit of our financial statements and review of financial
statements included in our quarterly reports for those years:

2008: $10,000
2007: $26,250

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Audit-Related Fees

There were no fees billed in the last two fiscal years ended July 31, 2008
and 2007 for assurance and related services by the principal accountant that
are reasonably related to the performance of the audit or review of our
financial statements which were not included in Audit Fees.

Tax Fees

There were no fees billed for each of the last two fiscal years ended
July 31, 2008 and 2007 for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning.


All Other Fees

There were no fees billed in each of the last two fiscal years ended July 31
for products and services provided by the principal accountant, other than
the services reported above.

THE BOARD OF DIRECTORS PRE-APPROVAL POLICY AND PROCEDURES

We do not have a separate audit committee. Our full board of directors performs
the functions of an audit committee. Before an independent auditor is engaged
by us to render audit or non-audit services, our board of directors shall
pre-approve the engagement.  We may not engage our independent auditors to
render any audit or non-audit service unless either the service is approved
in advance by our Board of Directors or the engagement to render the service
is entered into pursuant to the Board of Director's pre-approval policies and
procedures. On an annual basis, the Board of Directors may pre-approve services
that are expected to be provided to us by the independent auditors during the
following 12 months. At the time such pre-approval is granted, the Board of
Directors must (1) identify the particular pre-approved services in a
sufficient level of detail so that management will not be called upon to
make judgment as to whether a proposed service fits within the pre-approved
services and (2) establish a monetary limit with respect to each particular
pre-approved service, which limit may not be exceeded without obtaining further
pre-approval under the policy.

The Board has considered whether the provision of the services described above
under the caption "All Other Fees" is compatible with maintaining the auditor's
independence.


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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:   November 13, 2008

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                                         November 13, 2008
-------------------------  President, Chief Executive Officer,----------------
  Michael Levine           Chairman and Director

By:/s/ Henry Goldberg      Chief Financial Officer, Principal November 13, 2008
-------------------------  Accounting Officer and Director    ----------------
  Henry Goldberg

By:/s/ Bram Lecker         Director                           November 13, 2008
-------------------------                                     ----------------
  Bram Lecker


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