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

                                 Form 10-Q


  [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                ACT OF 1934

                For the quarterly period ended October 31, 2009

                                     or

  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                 ACT OF 1934

           For the transition period from _________ to __________

                     Commission file number: 333-127915

                             VITAL PRODUCTS, INC.
                            ---------------------
              (Exact name of registrant as specified in its charter)


            Delaware                                   98-0464272
      ----------------------                         --------------
   (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification No.)

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

                                (905) 482-0200
                            ---------------------
           (Registrant's telephone number, including area code)

                                Not Applicable
                            --------------------
(Former name, former address and former fiscal year, if changed since last
 report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or such
shorter period that the registrant was required to submit and post such
files). Yes [ ] No [ ]

<PAGE>

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

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

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

As of December 3, 2009, the Issuer had 30,455,187 shares of common stock issued
and outstanding, par value $0.0001 per share.

                                        2
<PAGE>

                             VITAL PRODUCTS, INC
                       QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED OCTOBER 31, 2009



TABLE OF CONTENTS
                                                                          Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements...............................................F1

Balance Sheets as of October 31, 2009 and
   July 31, 2009 (unaudited)................................................F1

Statements of Operations for the three months ended
   October 31, 2009 and 2008 (unaudited)....................................F2

Statement of Shareholders' Deficit for the three months
   ended October 31, 2009 (unaudited).......................................F3

Statements of Cash Flows for the three months ended
   October 31, 2009 and 2008 (unaudited)....................................F4

NOTES TO FINANCIAL STATEMENTS..........................................F5 - F8

Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................4

Item 3 - Quantitative and Qualitative Disclosures About Market Risk..........8

Item 4T - Controls and Procedures............................................8


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings...................................................9

Item 1A - Risk Factors.......................................................9

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds........10

Item 3 - Defaults Upon Senior Securities....................................10

Item 4 - Submission of Matters to a Vote of Security Holders................10

Item 5 - Other Information..................................................10

Item 6 - Exhibits...........................................................10

                                        3

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VITAL PRODUCTS, INC.
Balance Sheets
October 31, 2009 and July 31, 2009
(Unaudited)
                                                     October 31,     July 31,
                                                       2009            2009
                                                    ----------      ----------
ASSETS
    Current assets
        Cash                                     $         321    $      8,046
        Accounts receivable                              7,213          25,134
        Inventory                                       21,531          41,795
                                                    ----------      ----------
               Total current assets                     29,065          74,975
                                                    ----------      ----------
    Other
        Equipment, net of accumulated depreciation      22,877          25,058
                                                    ----------      ----------
                                                        22,877          25,058
                                                    ----------      ----------
Total assets                                      $     51,942    $    100,033
                                                    ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities
        Accounts payable and accrued liabilities  $    152,695    $    190,932
        Note payable to Cellular Connection Ltd.       239,900         199 457
        Advances from related parties                   41,748           7,579
                                                    ----------      ----------
Total current liabilities                              434,343         397,968
                                                    ----------      ----------

SHAREHOLDERS' DEFICIT
  Convertible Preferred Stock; $0.01 par value;
    1,000,000 shares authorized,
      40,000 and 40,000 issued and outstanding
        respectively                                       400             400
  Capital stock; $0.0001 par value;
    100,000,000 shares authorized,
      30,455,187 and 30,455,187 issued and
        outstanding respectively                         3,045           3,045
    Additional paid-in capital                       2,846,421       2,846,421
    Accumulated other comprehensive income              93,050          92,263
    Accumulated deficit                             (3,325,317)     (3,240,064)
                                                    ----------      ----------
    Total stockholders' deficit                       (382,401)       (297,935)
                                                    ----------      ----------
Total liabilities and stockholders' deficit        $    51,942     $   100,033
                                                    ==========      ==========

See Accompanying Notes to Financial Statements
                                                                            F1
<PAGE>


VITAL PRODUCTS, INC.
Statements of Operations
For the three months ended October 31, 2009 and 2008
(Unaudited)

                                For The     For The
                                  Three       Three
                                 Months      Months
                                  Ended       Ended
                                October     October
                               31, 2009    31, 2008
                            -----------  ----------


Sales                      $     2,670   $        -
Cost of sales                   21,616            -
                           -----------   ----------
Gross profit                   (18,946)           -
                           -----------   ----------
Operating expenses
  Depreciation                   2,078        2,041
  Selling, general and
  administrative expenses       23,014      111,767
                           -----------   ----------
    Total operating expenses    25,092      113,808
                           -----------   ----------
Net operating loss             (44,038)    (113,808)

Other expenses
  Financing costs              (40,439)     (96,516)
  Loss on currency
  exchange rate                   (776)    (302,217)
                           -----------   ----------
Net loss for the
  period                   $   (85,253)  $ (512,541)
                           ===========   ==========
Net loss per
  common share, basic
    and fully diluted      $     (0.00)  $    (3.16)
                           ===========   ==========
Weighted average number
  of common shares
    outstanding, basic
     and fully diluted      30,455,187      162,326
                           ===========   ==========




See Accompanying Notes to Financial Statements
                                                                            F2
<PAGE>





VITAL PRODUCTS, INC.
Statement of Changes in Stockholders' Deficit
For the three months ended October 31, 2009
(Unaudited)

<TABLE>
<CAPTION>
                                                                           Accumulated
                                                                           Other
                                                    Additional             Compreh-
              Preferred Stock      Common Stock     Paid-In                ensive
              Number   Amount     Number   Amount   Capital     Deficit    Income        Total
                                                               (Loss)
----------------------------------------------------------------------------------------------
<S>             <C>     <C>   <C>         <C>     <C>        <C>           <C>      <C>


Balance,
July 31, 2009    40,000  $400  30,455,187  $ 3,045 $2,846,421 ($3,240,064)  $92,263  $(297,935)

Foreign
currency
translation           -     -           -        -         -            -       787        787

Net loss for
  the period          -     -           -        -         -      (85,253)        -    (85,253)
----------------------------------------------------------------------------------------------
Balance,
October 31, 2009 40,000  $400  30,455,187  $ 3,045 $2,846,421 ($3,325,317)  $93,050  $(382,401)
==============================================================================================

</TABLE>


See Accompanying Notes to Financial Statements
                                                                            F3
<PAGE>




VITAL PRODUCTS, INC.
Statements of Cash Flows
For the three months ended October 31, 2009 and 2008
(Unaudited)



                                                         For The      For The
                                                          Three        Three
                                                          Months       Months
                                                          Ended        Ended
                                                          October      October
                                                         31, 2009     31, 2008

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


Operating activities
    Net loss for the period                            $   (85,253)  $(512,541)
    Adjustments to reconcile net loss to net cash used
        by operating activities:
          Gain on currency exchange rate                         -     302,217
          Depreciation                                       2,078       2,041
          Interest on notes payables                             -      88,310
          Accretion on debt discount and interest           41,230           -
          Stock based expenses                                   -     100,000
          Change operating assets and liabilities:
             Accounts receivable                            17,809           -
             Inventory                                      20,083           -
             Accounts payable and accrued liabilities      (37,439)     (7,154)
             Advances from related parties                  34,179           -
                                                       -----------  ----------
Net cash used in operating activities                       (7,312)    (27,127)
                                                       -----------  ----------
Financing activities
   Advance from bank overdraft                                   -       4,385
                                                       -----------  ----------
Net cash provided by financing activities                        -       4,385
                                                       -----------  ----------
Foreign currency translation effect                           (413)     19,940
                                                       -----------  ----------
Net increase in cash                                        (7,725)     (2,802)
Cash at beginning of period                                  8,046       2,802
                                                       -----------  ----------
Cash at end of period                                    $     321    $      0
                                                       ===========  ==========

                                                                            F4
<PAGE>


See Accompanying Notes to Financial Statements

VITAL PRODUCTS, INC.
Notes to Interim Financial Statements
October 31, 2009 and 2008
(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS FOR PRESENTATION

The accompanying unaudited financial statements of Vital Products, Inc. have
been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission requirements for interim financial
statements. Therefore, they do not include all of the information and
footnotes required by accounting principles generally accepted in the United
States for complete financial statements. The financial statements should
be read in conjunction with the annual financial statements for the year ended
July 31, 2009 of Vital Products, Inc.

The interim financial statements present the balance sheet, statements of
operations, stockholders' equity and cash flows of Vital Products, Inc. The
financial statements have been prepared in accordance with accounting
principles generally accepted in the United States.

The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly the financial position as of
October 31, 2009 and the results of operations, stockholders' equity and cash
flows presented herein have been included in the financial statements. All
such adjustments are of a normal and recurring nature.  Interim results are
not necessarily indicative of results of operations for the full year.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Going Concern

During the three months ended October 31, 2009 and 2008, the Company incurred
losses of ($85,253) and ($512,541), respectively, and cash used in operations
was ($7,312) and ($27,127), respectively.  The Company financed its operations
through loans payable and vendors' credit.

Management believes that the current cash balances at October 31, 2009 and net
cash proceeds from operations will not be sufficient to meet the Company's cash
requirements for the next twelve months.

Accordingly, 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.

                                                                            F5
<PAGE>


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

FOREIGN CURRENCY TRANSLATION

The Company determined the functional currency to be the Canadian dollar and,
accordingly, their financial information are 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 FASB ASC Subtopic 605,
Revenue Recognition.  Under FASB ASC Subtopic 605, revenue is recognized at
the point of passage to the customer of title and risk of loss, there is
persuasive evidence of an arrangement, the sales price is determinable, and
collection of the resulting receivable is reasonably assured. The Company
generally recognizes revenue at the time of delivery of goods. Sales are
reflected net of discounts and returns.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The Company records an allowance for doubtful accounts as a best estimate
of the amount of probable credit losses in its accounts receivable.  Each
month, the Company reviews this allowance and considers factors such as
customer credit, past transaction history with the customer and changes in
customer payment terms when determining whether the collection of a
receivable is reasonably assured.  Past due balances over 90 days and over
a specified amount are reviewed individually for collectability.
Receivables are charged off against the allowance for doubtful accounts
when it becomes probable that a receivable will not be recovered.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

                                                                            F6
<PAGE>


INCOME TAXES

The Company follows FASB ASC Subtopic 740, Income Taxes, for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled.
Deferred income tax expenses or benefits are based on the changes in the
asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.

BASIC LOSS PER SHARE

FASB ASC Subtopic 260, Earnings Per Share, provides for the calculation of
"Basic" and "Diluted" earnings per share. Basic earnings per share includes
no dilution and is computed by dividing net loss available to common
shareholders by the weighted average number of common shares outstanding for
the period. All potentially dilutive securities have been excluded from the
computations since they would be antidilutive. However, these dilutive
securities could potentially dilute earnings per share in the future.

COMPREHENSIVE INCOME

The Company has adopted FASB ASC Subtopic 220, Comprehensive Income, which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances.  Comprehensive income is defined to
include all changes in equity except those resulting from investments by owners
or distributions to owners.  Among other disclosures, FASB ASC Subtopic 220
requires that all items that are required to be recognized under the current
accounting standards as a component of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements.  Comprehensive income is displayed in the statement of
stockholders' deficit and in the balance sheet as a component of stockholders'
deficit.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

NEW ACCOUNTING PRONOUNCEMENTS

Accounting Standards Codification ("Codification") and the Hierarchy of
Generally Accepted Accounting Principles ("GAAP")

In June 2009, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Codification ("ASC") Subtopic 105, Generally Accepted
Accounting Principles, which reorganizes the thousands of U.S. GAAP
pronouncements into roughly 90 accounting topics and displays all topics using
a consistent structure. It also includes relevant SEC guidance that follows
the same topical structure in separate sections in the Codification. In the
first quarter of fiscal year 2010, the Company changed its historical U.S. GAAP
references to comply with the Codification. The adoption of this guidance did
not impact the Company's results of operations, financial condition or
liquidity since the Codification is not intended to change or alter existing
U.S. GAAP.

                                                                            F7
<PAGE>


SUBSEQUENT EVENTS

In May 2009, the FASB issued authoritative guidance included in FASB ASC
Subtopic 855, Subsequent Events, which incorporates guidance on subsequent
events into authoritative accounting literature and clarifies the time
following the balance sheet date that must be considered for subsequent
events disclosures in the financial statements. In the first quarter of
fiscal year 2010, the Company adopted this guidance which requires
disclosure of the date through which subsequent events have been reviewed.
The Company has evaluated subsequent events occurring after the balance
sheet through December 18, 2009, which is the date the financial statements
were issued. This guidance did not change the Company's procedures for
reviewing subsequent events.

NOTE 3 - NOTE PAYABLE TO CELLULAR CONNECTION LTD.

                               Date of Issuance   Maturity Date    Issue Amount
                               ----------------   -------------    ------------
Promissory Note 1 Principal    January 20, 2009   January 19, 2010     $100,000
Promissory Note 2 Principal    April 30, 2009     April 30, 2010         50,000
Promissory Note 3 Principal    June 12, 2009      June 12, 2010          22,000
Interest                                                                 30,176
Accretion                                                                37,724
                                                                      ---------
                                                                       $239,900
                                                                      =========

The Company issued three convertible secured promissory notes to The Cellular
Connection Ltd. 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 the day of their respective issuance.

As of October 31, 2009, the unamortized discount on the promissory notes
payable amounts to $19,613. The Holder has the right to convert the Notes plus
accrued interest into shares of the Company's common stock at any time prior to
the Maturity Date. The number of common stock to be issued will be determined
using a conversion price based on 75% of the average of the lowest closing bid
price during the fifteen trading days immediately prior to conversion.

NOTE 4 - RELATED PARTY BALANCES AND TRANSACTIONS

For the three months ended October 31, 2009 and 2008, the Company had rent
expense totaling $8,314 and $8,164, respectively and as of October 31, 2009
and July 31, 2009 advances of $41,748 and $7,579, respectively, and outstanding
payables totaling $93,539 and $85,568, respectively, with a vendor to which
the Company's Chief Executive Officer has a majority ownership interest. The
balances are non-interest bearing, unsecured and have no specified terms of
repayment.

NOTE 5 - SUBSEQUENT EVENT

On December 15, 2009, we filed a registration statement with the Securities
and Exchange Commission that registered 65,000,000 shares of common stock to
be issued as compensation to employees.  We are authorized to issue 100,000,000
shares of common stock and as of December 15, 2009 we had 30,455,187 shares of
common stock issued and outstanding.  To preserve cash, we intend to issue up
to 65,000,000 shares of common stock as compensation to our employees and
consultants which will significantly dilute the equity interests of existing
shareholders.

                                                                            F8
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report on Form 10-Q 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 our Form 10-K filed November 13, 2009, for the year
ended July 31, 2009, and other filings we make 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 report to conform these
statements to actual results or to changes in our expectations, except as
required by law.

The following discussion and analysis of financial condition and results of
operations is based upon, and should be read in conjunction with our audited
financial statements and related notes thereto included elsewhere in this
report, and in our Form 10-K filed November 13, 2009, for the year ended
July 31, 2009.

OVERVIEW

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

At 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 failed to produce enough revenue
for us to cover our expenses.  After evaluating the market for baby care
products, we determined that the industry does not offer enough opportunity
for a small company to create products that are affordable to develop, priced
competitively for the consumer and that can be introduced into distribution
channels without significant expense.  As a result, we decided not to invest
further funds developing our baby products line.

In August 2008, we changed our business plan and began the process of
developing a new line of business as a distributor of industrial packaging
products. On September 17, 2008, we entered into a Letter of Intent to purchase
Montreal-based Den Packaging Corporation. We believe that the addition of Den
Packaging will undoubtedly strengthen our standing in the industrial packaging
sector. We are currently in the process of renegotiating a final agreement to
consummate the purchase of Den Packaging.

On October 7, 2008, we entered into a consulting agreement with DLW Partners
of Toronto, an industrial packaging consulting firm specializing in market
analysis, market and product strategies and the development of product line
extensions.  We believe that DLW will work closely with us to develop new
products for existing markets and establish product line extensions to further
our market share. Most importantly DLW has experience in the development of
environmentally friendly products and we expect that DLW will further our
initiative to develop environmentally acceptable products.

On October 21, 2008, we entered into a sales and marketing agreement with Eco
Tech Development LLC of Nevada, a product research and development company
specializing in eco-friendly industrial packaging applications, whereby we
will market certain proprietary and patent-pending technologies that have
recently been developed by Eco Tech, beginning with the marketing of a new
bio-based foam packaging product.

                                        4

<PAGE>

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

On February 19, 2009, we entered into an agreement to market a new paper
packaging system.  While we believe paper packaging has been a staple in
the industrial packaging market for many years, our new system produces a
craft paper product that simulates a moldable nest.  We believe this product
is priced competitively with other paper products and gives us the advantage
of performance and range of use.  Although our new line of business continues
to develop, we believe that these purchase orders validate our product and
reflect the industrial packaging industry's trend towards environmentally
friendly product lines.


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:

VALUATION OF LONG-LIVED ASSETS

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

REVENUE RECOGNITION

We recognize revenue in accordance with FASB ASC Subtopic 605, Revenue
Recognition. Under FASB ASC Subtopic 605, revenue is recognized at the point
of passage to the customer of title and risk of loss, there is persuasive
evidence of an arrangement, the sales price is determinable, and collection
of the resulting receivable is reasonably assured. We generally recognize
revenue at the time of delivery of goods. Sales are reflected net of discounts
and estimated returns based on historical patterns. We record amounts billed
to customers for shipping and handling as sales revenues. We include costs
incurred for shipping and handling in cost of sales.

                                        5
<PAGE>

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

Accounting Standards Codification ("Codification") and the Hierarchy of
Generally Accepted Accounting Principles ("GAAP")

In June 2009, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Codification ("ASC") Subtopic 105, Generally Accepted
Accounting Principles, which reorganizes the thousands of U.S. GAAP
pronouncements into roughly 90 accounting topics and displays all topics using
a consistent structure. It also includes relevant SEC guidance that follows
the same topical structure in separate sections in the Codification. In the
first quarter of fiscal year 2010, the Company changed its historical U.S.
GAAP references to comply with the Codification. The adoption of this
guidance did not impact the Company's results of operations, financial
condition or liquidity since the Codification is not intended to change or
alter existing U.S. GAAP.

SUBSEQUENT EVENTS

In May 2009, the FASB issued authoritative guidance included in FASB ASC
Subtopic 855, Subsequent Events, which incorporates guidance on subsequent
events into authoritative accounting literature and clarifies the time
following the balance sheet date that must be considered for subsequent
events disclosures in the financial statements. In the first quarter of
fiscal year 2010, the Company adopted this guidance which requires disclosure
of the date through which subsequent events have been reviewed. The Company
has evaluated subsequent events occurring after the balance sheet through
December 18, 2009, which is the date the financial statements were issued.
This guidance did not change the Company's procedures for reviewing
subsequent events.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2009 AND 2008

REVENUES:

We had revenues of $2,670 for the three months ended October 31, 2009, as
compared to revenues of $0 for the three months ended October 31, 2008.
The increase in revenues was primarily the result of our development of a
new product line.

COST OF SALES:

Our cost of sales for the three months ended October 31, 2009 was $21,616,
compared to $0 for the three months ended October 31, 2008. The increase in
cost of sales was directly related to the increase in sales and the write off
of certain inventory in the amount of $19,225.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Our selling, general and administrative costs were $23,014 for the three months
ended October 31, 2009, compared to $111,767 for the three months ended
October 31, 2008. The decrease in selling, general and administrative expenses
was primarily the result of stock based expenses related to consulting services
in the previous year.

NET LOSS:

Our net loss for the three months ended October 31, 2009 was $85,253, compared
to a net loss of $512,541 for the three months ended October 31, 2008.  The
decrease in net loss was a result of our development of a new product line that
increased our sales, a decreased loss due to foreign exchange, as well as a
decrease in our selling, general and administrative expenses as described above.

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<PAGE>

TOTAL ASSETS:

Our total assets as of October 31, 2009 were $51,942, a decrease of $48,091,
as compared to the fiscal year ended July 31, 2009 which was $100,033.  The
decrease was a result of a decrease in accounts receivable from sales and
inventory in 2009. Our total liabilities as of October 31, 2009 were $434,343,
an increase of $36,375, as compared to $397,968 for the fiscal year ended
July 31, 2009. The increase in our total liabilities compared to the prior year
ended July 31, 2009 was primarily the result of the increased advances from
related parties.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2009, we had total current assets of $29,065 and total
current liabilities of $434,343, resulting in a working capital deficit of
$405,278.  At the end of the quarterly period ending October 31, 2009, we had
cash of $321.  Our cash flow from operating activities for the three months
ended October 31, 2009 resulted in a deficit of $7,312. 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 three
months ended October 31, 2009 was $0. We believe we will need to raise capital
of approximately $300,000 to $350,000 through either debt or equity
instruments to fund our operations for the next 12 months. However, we may
not be successful in raising the necessary capital to fund our operations.
In addition to the amounts needed to fund our operations, we will need to
generate an additional $500,000 to cover our current liabilities for the
next 12 months.

As of October 31, 2009, we have $239,900 of advances due to The Cellular
Connection Ltd. payable on demand. The initial $172,000 advanced from The
Cellular Connection, Ltd. is the aggregate amount due under three
convertible secured promissory notes with an aggregate face amount of
$206,400.  We issued these notes to The Cellular Connection Ltd. during 2009.
The aggregate face amount includes one year of interest totaling $34,400 and
actual loan amount totaling $172,000.  The convertible secured promissory
notes accrue interest at a rate of 20% per year and have maturity dates of
January 19, 2010, April 30, 2010 and June 12, 2010.  The outstanding face
amount of the convertible secured promissory notes increase by 20% in 2011,
by an additional 20% in 2012 and again on each one year anniversary after
2012 until the notes have been paid in full.  The notes entitle the holder
to convert the note, plus accrued interest, anytime prior to the maturity
date, at 75% of the average of the lowest closing bid price during the
fifteen trading days immediately preceding the conversion date.

Pursuant to the terms of the convertible secured promissory notes, The Cellular
Connection Ltd. may elect to secure a portion of our assets not to exceed 200%
of the face amount of the notes, including, but not limited to, accounts
receivable, cash, marketable securities, equipment, or inventory.

Until 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, if ever, 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 much time and effort to find accredited
investors, and the terms of such an investment must be negotiated for each
investment made. There is a risk that such additional financing may not be
available, or may not be available on acceptable terms, and the inability to
obtain additional financing or generate sufficient cash from operations could
require us to reduce or eliminate expenditures for capital equipment,
production, design or marketing of our products, or otherwise curtail or
discontinue our operations, which could have a material adverse effect on our
business, financial condition and results of operations. We may not be able
to raise sufficient funds to meet our obligations. If we do not raise
sufficient funds, our operations will be curtailed or will cease entirely and
you may lose all of your investment.

                                        7
<PAGE>

Further, to the extent that we raise capital through the sale of equity or
convertible debt securities, the issuance of such securities may result in
dilution to our existing stockholders.  If we raise additional funds through
issuance of debt securities, these securities may have rights, preferences
and privileges senior to holders our of common stock and the terms of such
debt could impose restrictions on our operations.  Regardless of whether our
cash assets prove to be adequate to meet our operational needs, we may seek
to compensate our service providers with stock in lieu of cash, which may also
result in dilution to existing stockholders.

OFF-BALANCE SHEET ARRANGEMENTS

As of October 31, 2009, we have no off-balance sheet arrangements that have or
are reasonably likely to have a current or future material effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act
and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure
reporting obligations and therefore are not required to provide the
information requested by this Item.

ITEM 4T. CONTROLS AND PROCEDURES

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 defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, as of the end of the period
covered by this quarterly report on Form 10-Q.  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.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in our internal control over financial reporting that
occurred during the quarter ended October 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

                                        8
<PAGE>

                              PART II - OTHER INFORMATION

ITEM 1. 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 1A. RISK FACTORS

WE NEED EXTERNAL FUNDING TO SUSTAIN AND GROW OUR BUSINESS AND IF WE CANNOT
FIND THIS FUNDING ON ACCEPTABLE TERMS, WE MAY NOT BE ABLE TO IMPLEMENT OUR
BUSINESS PLANS AND THEREFORE MAY HAVE TO CEASE OUR OPERATIONS

We may not be able to generate sufficient revenues from our existing
operations to fund our capital requirements.  At the end of the quarterly
period ending October 31, 2009, we had a cash balance of $321.  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.  In addition to the amounts needed to fund our
operations, we will need to generate an additional $500,000 to cover our
current liabilities for the next 12 months.

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

WE HAVE ISSUED CONVERTIBLE SECURED PROMISSORY NOTES THAT ARE FULLY SECURED BY
OUR ASSETS AND IF WE ARE UNABLE TO PAY THE NOTES ON THE MATURITY DATES WE MAY
HAVE TO CEASE OPERATIONS

We have issued three convertible secured promissory notes to The Cellular
Connection Ltd. that bear interest at 20% per annum and have maturity dates
beginning on January 19, 2010.  As of October 31, 2009 we had $239,900 due
under the note issuances to The Cellular Connection and we may not be able to
make payments under the notes when due.  The holders of the notes also have
the right to convert the notes plus accrued interest into shares of our common
stock at any time prior to the maturity dates.  If the holders elect to convert
the notes this will further dilute the equity interests of existing
shareholders.

WE RECENTLY REGISTERED SHARES OF COMMON STOCK TO BE ISSUED TO EMPLOYEES
PURSUANT TO OUR STOCK COMPENSATION THAT WILL SIGNIFICANTLY DILUTE THE EQUITY
INTERESTS OF EXISTING SHAREHOLDERS IN OUR COMPANY

We filed a registration statement with the Securities and Exchange Commission
that registered 65,000,000 shares of common stock to be issued as compensation
to employees.  We are authorized to issue 100,000,000 shares of common stock
and as of December 15, 2009 we had 30,455,187 shares of common stock issued
and outstanding.  To preserve cash, we intend to issue up to 65,000,000 shares
of common stock as compensation to our employees and consultants which will
significantly dilute the equity interests of existing shareholders.
Consequently, the price of our common stock will likely fall and you may lose
all or part of your investment.

                                        9
<PAGE>

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended October 31, 2009, we did not sell any unregistered
securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

During the quarter ended October 31, 2009, we did not have any defaults upon
senior securities.

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

During the quarter ended October 31, 2009, we did not submit any matters to a
vote of security holders.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

Exhibit Number          Description 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).

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

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

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

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

10.4  Secured Promissory Note between the Company and The Cellular Connection
      Ltd. dated January 20, 2009 (included as exhibit 10.5 to the Form
      10-Q filed March 20, 2009 and incorporated herein by reference).

10.5  Convertible Promissory Note between the Company and Metro One
      Development, Inc. dated June 18, 2009 (included as exhibit 10.5 to the
      Form 10-Q   filed June 19, 2009 and incorporated herein by reference).

                                        10
<PAGE>

10.6  Secured Promissory Note between the Company and The Cellular Connection
      Ltd. dated April 30, 2009 (included as exhibit 10.6 to the Form 10-Q
      filed June 19, 2009 and incorporated herein by reference).

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

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

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 (filed
      herewith).


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned thereunto
duly authorized.

Dated: December 18, 2009                     Vital Products, Inc.


                                             By:/s/ Michael Levine
                                             --------------------------
                                             Michael Levine
                                             Principal Executive Officer




Dated: December 18, 2009                     By:/s/ Henry Goldberg
                                             ----------------------------
                                             Henry Goldberg, Chief Financial
                                             and Principal Accounting Officer
                                             and Director




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