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 January 31, 2011

                                     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 filer,
an accelerated filer, a non-accelerated filer, or a smaller 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 March 15, 2011, the Issuer had 262,213,355 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 JANUARY 31, 2011



TABLE OF CONTENTS
                                                                          Page

PART I - FINANCIAL INFORMATION

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

Consolidated Balance Sheets as of January 31, 2011 (unaudited) and
   July 31, 2010 (audited)..................................................F1

Consolidated Statements of Operations and Comprehensive Loss for
  the three and six months ended January 31, 2011 and 2010 (unaudited)......F2

Consolidated Statement of Stockholders' Deficit for the six months
   ended January 31, 2011 (unaudited).......................................F3

Consolidated Statements of Cash Flows for the six months ended
   January 31, 2011 and 2010 (unaudited)....................................F4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS............................F5 - F10

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............................................9


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. CONSOLIDATED FINANCIAL STATEMENTS

VITAL PRODUCTS, INC.
Consolidated Balance Sheets
                                                       January 31,    July 31,
                                                           2011         2010
                                                       ----------    ---------
ASSETS                                                 (Unaudited)   (Audited)
  Current
    Cash                                                $    2,001  $      395
    Accounts receivable                                    222,875     251,125
    Inventory                                              165,006     148,104
    Prepaid expenses                                         4,845       8,159
                                                        ----------  ----------
  Total current assets                                     394,727     407,783

  Equipment, net of accumulated depreciation                20,196      22,316
                                                        ----------  ----------
Total assets                                            $  414,923  $  430,099
                                                        ==========  ==========

LIABILITIES
  Current
    Bank overdraft                                      $        -  $    2,579
    Revolving demand credit facility                        34,582      34,037
    Accounts payable and accrued liabilities               148,560     204,710
    Accounts payable and accrued liabilities
    - related party                                        145,981     121,667
    Convertible notes payable, net of unamortized debt
     discount of $66,924 and $68,394 at January 31, 2011
     and July 31, 2010, respectively                       231,540     134,590
    Advances from related party                             89,988      79,669
                                                        ----------  ----------
  Total current liabilities                                650,651     577,252
                                                        ----------  ----------
 Total liabilities                                         650,651     577,252
                                                        ----------  ----------
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;
    1,000,000,000 shares authorized and
      262,213,355 and 1,000,000 issued and outstanding,
        respectively                                        26,221         100
  Additional paid-in capital                             3,626,866   3,597,320
  Accumulated other comprehensive income
   (Foreign currency translation adjustment)                64,369      70,598
  Accumulated deficit                                   (4,169,468) (4,010,834)
                                                        ----------  ----------
                                                          (451,612)   (324,416)
  Non-controlling interest                                 215,884     195,263
                                                        ----------  ----------
  Total stockholders' deficit                             (235,728)   (147,153)
                                                        ----------  ----------
Total liabilities and stockholders' deficit             $  414,923  $  430,099
                                                        ==========  ==========

See Accompanying Notes to Consolidated Financial Statements.
                                                                            F1
<PAGE>


VITAL PRODUCTS, INC.
Consolidated Statements of Operations and
Comprehensive Loss
(Unaudited)

                              For The     For The      For The     For The
                              Three       Three        Six         Six
                              Months      Months       Months      Months
                              Ended       Ended        Ended       Ended
                              January     January      January     January
                              31, 2011    31, 2010     31, 2011    31, 2010
                            -----------  ----------    -----------  ----------


Sales                       $   365,668  $    9,184    $   766,862  $   11,854
Cost of sales                   254,669       6,246        583,502      27,862
                            -----------  ----------    -----------  ----------
Gross profit                    110,999       2,938        183,360     (16,008)
                            -----------  ----------    -----------  ----------
Operating expenses
  Depreciation                    1,361           -          2,718       2,078
  Write-down of equipment             -      23,142              -      23,142
  Selling, general and
    administrative expenses     101,781      22,658        227,873      36,434
  Consulting                          -     352,042         14,486     361,280
                            -----------  ----------    -----------  ----------
    Total operating expenses    103,142     397,842        245,077     422,934
                            -----------  ----------    -----------  ----------
Net operating income (loss)       7,857    (394,904)       (61,717)   (438,924)

Other expenses
  Financing costs               (41,760)   (31,587)        (91,665)    (72,026)
  Gain (loss) on currency
    exchange rate                 3,018      2,297           5,369       1,521
  Gain on settlement of debt     10,000     40,000          10,000      40,000
                            -----------  ----------    -----------  ----------
Net loss for the period         (20,885)  (384,194)       (138,013)   (469,447)

Net loss attributable to
  non-controlling interest      (37,757)         -         (20,621)          -
                            -----------  ----------    -----------  ----------
Net loss attributable to Vital
  Products, Inc.                (58,642)  (384,194)       (158,634)   (469,447)
Other comprehensive loss
  Foreign currency translation
  adjustment                     (2,737)   (10,180)         (6,229)     (9,393)
                            -----------  ----------    -----------  ----------

Comprehensive loss             $(61,379) $(394,374)     $ (164,863) $ (478,840)
                            ===========  ==========   ===========   ==========
Net loss attributable to Vital
  Products Inc. per common
  share, basic               $    (0.00)  $   (5.33)    $    (0.00) $    (9.15)
                            ===========  ==========    ===========  ==========
Weighted average number of
  common shares outstanding,
  basic                     107,408,567      72,140     57,735,025      51,298
                            ===========  ==========    ===========  ==========



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





VITAL PRODUCTS, INC.
Consolidated Statement of Stockholders' Deficit
For the six months ended January 31, 2011
(Unaudited)

<TABLE>
<CAPTION>

                                                                           Accumulated
                                                                           Other
                                                    Additional  Accum-     Compreh-   Non
              Preferred Stock      Common Stock     Paid-In     lated      ensive     Controling
              Number   Amount     Number   Amount   Capital     Deficit    Income     Interest    Total
-------------------------------------------------------------------------------------------------------
<S>              <C>     <C>    <C>        <C>     <C>        <C>          <C>       <C>      <C>
Balance,
July 31, 2010    40,000  $400   1,000,000  $  100 $3,597,320 ($4,010,834)  $70,598  $195,263 $(147,153)

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

Issuance of
Stock for
Conversion of
Promissory note       -     - 261,213,355  26,121          -           -         -         -    26,121

Net loss
Attributable to
Non controlling
Interest              -     -           -       -          -           -         -    20,621    20,621

Foreign
currency
translation           -     -           -       -          -           -    (6,229)        -    (6,229)

Net loss for
  the period          -     -           -       -          -    (158,634)        -         -  (158,634)
--------------------------------------------------------------------------------------------------------
Balance,
January 31, 2011 40,000  $400 262,213,355 $26,221 $3,626,866 ($4,169,468) $ 64,369  $215,884 $(235,728)
=========================================================================================================

</TABLE>


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




VITAL PRODUCTS, INC.
Consolidated Statements of Cash Flows
(Unaudited)

                                                         For The      For The
                                                          Six          Six
                                                          Months       Months
                                                          Ended        Ended
                                                         January      January
                                                         31, 2011     31, 2010

                                                       -----------  ----------
Operating activities
    Net loss attributable to Vital Products Inc.
        for the period                                  $ (158,634)  $(469,447)
    Adjustments to reconcile net loss to net cash used
        by operating activities:
           Non-controlling interest                         20,621           -
            Depreciation                                     2,718       2,078
            Write-down of equipment                              -      23,142
            Accretion of debt discount and
                interest expense                            91,665      70,369
            Gain on settlement of debt                     (10,000)    (40,000)
            Stock based expense                                        357,500
            Loss on currency exchange                       (5,369)          -
            Change in operating assets and liabilities:
                Accounts receivable                         34,231      11,328
                Inventory                                  (12,666)     20,442
                Prepaid expenses                             3,458           -
                Accounts payable and accrued liabilities   (39,714)    (43,308)
                Advances from related party                  8,015      47,171
                                                        ----------   ----------
Net cash used in operating activities                      (65,675)    (20,725)
                                                        ----------   ----------
Financing activities
   Advance on bank overdraft                                (2,951)          -
   Payment on revolving demand credit facility                   -           -
   Proceeds from convertible note payable                   59,000      25,000
                                                        ----------  ----------
Net cash provided by financing activities                   56,049      25,000
                                                        ----------  ----------
Foreign currency translation effect                         11,232      (8,502)
                                                        ----------  ----------
Net increase (decrease) in cash                              1,584      (4,227)
Cash, beginning of period                                      395       8,046
                                                        ----------  ----------
Cash, end of period                                     $    2,001  $    3,819
                                                        ==========  ==========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Non cash financing activities
  Issuance of common stock for conversion of
    promissory note                                     $   26,121  $        -
                                                        ==========  ==========
  Beneficial conversion feature                         $   29,546  $  120,000
                                                        ==========  ==========

<PAGE>

See Accompanying Notes to Consolidated Financial Statements.
                                                                            F4

VITAL PRODUCTS, INC.
Notes to Consolidated Financial Statements
January 31, 2011 and 2010
(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS FOR PRESENTATION

The accompanying unaudited interim consolidated 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 interim consolidated financial
statements should be read in conjunction with the annual consolidated financial
statements for the year ended July 31, 2010 of Vital Products, Inc.

The interim consolidated financial statements present the balance sheets,
statements of operations and comprehensive loss, stockholders' deficit 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
January 31, 2011 and the results of operations, stockholders' deficit and cash
flows presented herein have been included in the interim consolidated 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 six months ended January 31, 2011 and 2010, the Company incurred
losses of $158,634 and $469,447, respectively, and cash used in operations
was $65,675 and $20,725, respectively.  The Company financed its operations
through loans payable, advances from related parties and vendors' credit.

Management believes that the current cash balances at January 31, 2011 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. The
financials statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the company
cannot continue in existence.

                                                                            F5
<PAGE>

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

ACCOUNTING PRINCIPLES

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

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

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

USE OF ESTIMATES

The preparation of consolidated financial statements in conformity with
United States generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the consolidated financial statements and the reported amounts of
revenues and expenses during the year. Actual results could differ from
those estimates. Significant estimates include amounts for impairment of
equipment, share based compensation, inventory obsolescence and allowance
for doubtful accounts.

FOREIGN CURRENCY TRANSLATION

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

VALUATION OF LONG-LIVED ASSETS

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

REVENUE RECOGNITION

The Company recognizes revenue in accordance with FASB ASC Subtopic 605,
Revenue Recognition.  Under FASB ASC Subtopic 605, revenue is recognized
at the point of passage to the customer of title and risk of loss, there is
persuasive evidence of an arrangement, the sales price is determinable, and
collection of the resulting receivable is reasonably assured. The Company
generally recognizes revenue at the time of delivery of goods. Sales are
reflected net of sales taxes, discounts and returns.

                                                                            F6
<PAGE>

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.

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)

FAIR VALUE OF FINANCIAL INSTRUMENTS

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

INVENTORY

Inventory comprises finished goods held for sale and is stated at lower of
cost or market value.  Cost is determined by the average cost method.  The
Company estimates the realizable value of inventory based on assumptions
about forecasted demand, market conditions and obsolescence.  If the
estimated realizable value is less than cost, the inventory value is reduced
to its estimated realizable value.  If estimates regarding demand and market
conditions are inaccurate or unexpected changes in technology affect demand,
the Company could be exposed to losses in excess of amounts recorded.

                                                                            F7
<PAGE>

EQUIPMENT

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

        Manufacturing equipment          5 years straight line
        Molds                            3 years straight line

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

INCOME TAXES

The Company follows FASB ASC Subtopic 740, Income Taxes, for recording the
provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or settled.

Deferred income tax expenses or benefits are based on the changes in the asset
or liability each period. If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets will not
be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.

STOCK-BASED COMPENSATION

The Company follows FASB ASC Subtopic 718, Stock Compensation, for accounting
for stock-based compensation. The guidance requires that new, modified and
unvested share-based payment transactions with employees, such as grants of
stock options and restricted stock, be recognized in the consolidated financial
statements based on their fair value at the grant date and recognized as
compensation expense over their vesting periods.  The Company also follows
the guidance for equity instruments issued to consultants.

BASIC LOSS PER SHARE

FASB ASC Subtopic 260, Earnings Per Share, provides for the calculation of
"Basic" and "Diluted" earnings per share. Basic earnings per share is computed
by dividing net loss available to common shareholders by the weighted average
number of common shares outstanding for the period. All potentially dilutive
securities have been excluded from the computations since they would be
antidilutive. However, these dilutive securities could potentially dilute
earnings per share in the future.

                                                                            F8
<PAGE>

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)

RECENT ACCOUNTING PRONOUNCEMENTS

There have been no recent accounting pronouncements or changes in accounting
pronouncements that impacted the second quarter of fiscal 2011, or which are
expected to impact future periods, that were not already adopted and disclosed
in prior periods.

3.  VARIABLE INTEREST ENTITY

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

Den Packaging Corporation - At January 31, 2011 our consolidated balance sheet
recognizes current assets of $365,411, equipment of $20,196, bank indebtedness
of $34,582 and accounts payable and accrued liabilities of $129,504 related
to our interests in Den Packaging Corporation.  Our statement of operations
recognizes sales of $748,912, cost of sales of $549,577 and selling, general
and administrative expenses of $178,474 related to our interest in Den
Packaging Corporation for the period from August 1, 2010 to January 31, 2011.


NOTE 4 - NOTES PAYABLE TO THE CELLULAR CONNECTION LTD. AND LARRY BURKE

                        Original                             Jan. 31,  July 31,
                        Date of Issuance   Maturity Date       2011      2010
                        ----------------   -------------     -------- ---------
Promissory Note 2       April 30, 2009     April 30, 2011    $ 2,140   $  7,386
Promissory Note 3       June 12, 2009      June 12, 2011      26,400     26,400
Promissory Note 4       November 18, 2009  November 17, 2011  30,000     25,000
Promissory Note 5       March 26, 2010     March 25, 2011     10,000     10,000
Promissory Note 6       June 29, 2010      June 28, 2011      10,000     10,000
Promissory Note 7       May 27, 2010       May 26, 2011       37,000     37,000
Promissory Note 8       September 28, 2010 September 27, 2011 12,000          -
Promissory Note 9       November 29, 2010  November 28, 2011  49,000          -
Promissory Note 10      December 10, 2010  December 9, 2011   10,000          -
Interest                                                      19,998      8,357
Accretion                                                     25,002     10,447
                                                             -------   --------

                                                           $ 231,540  $ 134,590
                                                           =========  =========

                                                                            F9
<PAGE>

As of January 31, 2011 and July 31, 2010 notes payable are recorded net of
unamortized debt discount of $66,924 and $68,394, respectively.

On August 31, 2010, the Company agreed to amend the terms of Promissory Note 2
issued to the Cellular Connection Ltd. The modification of the Note upon
renewal has been accounted for as debt settlement and the issuance of a
new debt instrument.  Accordingly, in connection with settlement of the
original debt, the Company recognized interest accretion expense of $22,160
as a result of unamortized debt discount on August 30, 2010. Under the terms
of the Side Letter Agreement, the conversion feature of the Note was amended
to a fixed conversion price of $0.0001 from $0.10 per share of common stock.
The face value of the Note is $29,546 which aggregates principal and
accumulated interest through August 30, 2010. The amendment of the terms of
Promissory Note 2 resulted in a beneficial conversion feature of $29,546
since the closing price of common stock on August 31, 2010 exceeded the fixed
conversion price. The beneficial conversion feature of $29,546 is included
in additional paid-in capital. Commencing on August 31, 2010 and ending on
January 6, 2011 the holder of the note converted $26,121 of principal plus
accrued interest into 261,213,355 shares of the Company's common stock.

On November 18, 2010, Promissory Note 4 renewed for an additional year under
the terms outlined in the original Note. The modification of the Note upon
renewal has been accounted for as debt extinguishment and the issuance of a
new debt instrument.  Accordingly, in connection with extinguishment of the
original debt, the Company recognized a $10,000 gain.

Each of the notes bears interest at 20% per annum and allow for the lender to
secure a portion of the Company assets up to 200% of the face value of the
note and mature one year from the day of their respective issuance. Unless
otherwise indicated, the holder has the right to convert the Notes plus accrued
interest into shares of the Company's common stock at any time prior to the
Maturity Date. The number of common stock to be issued will be determined using
a conversion price based on 75% of the average of the lowest closing bid price
during the fifteen trading days immediately prior to conversion.


NOTE 5 - RELATED PARTY BALANCES AND TRANSACTIONS

For the six months ended January 31, 2011 and 2010, the Company had rent
expense totaling $17,973 and $ 16,813, respectively and as of January 31, 2011
and July 31, 2010 advances of $89,988 and $79,669, respectively, and
outstanding payables totaling $145,981 and $121,667, 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.


                                                                           F10
<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 December 14, 2010, for the year
ended July 31, 2010, 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 December 14, 2010, for the year ended
July 31, 2010.

OVERVIEW

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

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

In August 2008, we changed our business plan and began the process of
developing a new line of business as a distributor of industrial packaging
products. On September 17, 2008, we entered into a Letter of Intent to
purchase Montreal-based Den Packaging Corporation. The transaction proposed in
the Letter of Intent did not close. On February 27, 2010, we entered into a
License Agreement with Den Packaging Corporation as noted below.

On October 7, 2008, we entered into a consulting agreement with DLW Partners
of Toronto, an industrial packaging consulting firm specializing in market
analysis, market and product strategies and the development of product line
extensions.  We believed that DLW would work closely with us to develop new
products for existing markets and establish product line extensions to further
our market share. Most importantly DLW has experience in the development of
environmentally friendly products and we expect that DLW will further our
initiative to develop environmentally acceptable products. As we have not had
a product commercialized by DLW we let the agreement expire on July 31, 2010.

On October 21, 2008, we entered into a sales and marketing agreement with Eco
Tech Development LLC of Nevada, a product research and development company
specializing in eco-friendly industrial packaging applications, whereby we
would market certain proprietary and patent-pending technologies that have
recently been developed by Eco Tech, beginning with the marketing of a new
bio-based foam packaging product. As we have not had a product commercialized
we let the agreement expire on July 31, 2010.

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<PAGE>

On January 13, 2009, we announced that we had commenced production of
Biofill(TM), our bio-based foam in place packaging product, and on
January 26, 2009, we received our first purchase order.

On February 19, 2009, we entered into an agreement to market a new paper
packaging system.  While we believe paper packaging has been a staple in the
industrial packaging market for many years, our new system produces a craft
paper product that simulates a moldable nest.  We believe this product is
priced competitively with other paper products and gives us the advantage of
performance and range of use.  Although our new line of business continues
to develop, we believe that these purchase orders validate our product and
reflect the industrial packaging industry's trend towards environmentally
friendly product lines. As of July 31, 2010, we have limited production of
the new paper packaging product.


On February 27, 2010, we entered into a License Agreement with Den Packaging
Corporation, in which our Chief Executive Officer has a majority ownership
interest. Under the terms of the Agreement, we have the right to market the
products of Den Packaging as well as the right of use of the facilities of
Den Packaging including but not limited to the sales and distribution
facilities. We purchased all of the inventory on hand as of March 1, 2010 and
agreed to pay a fee of 5% of all sales generated plus a management fee of
5% based on the total monies paid for employee salaries, benefits and
commissions. Total fees earned by Den Packaging Corporation as a result of
the License Agreement for the three months ended October 31, 2010 is $25,461
(2009 - $0). The Company is responsible for all expenses that relate to sales
generated under the License Agreement.  The duration of the agreement is for
a period of twelve months commencing on March 1, 2010 and thereafter on a
month-by-month basis unless sooner terminated by Den Packaging as provided
for in the agreement. Den Packaging may at any time in its sole discretion,
with sixty days prior notice, terminate the agreement and revoke the license
granted for any reason whatsoever and upon such termination we will
immediately stop the use of the facilities as described.

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


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

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<PAGE>

FOREIGN CURRENCY TRANSLATION

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

REVENUE RECOGNITION

The Company recognizes revenue in accordance with Securities and Exchange
Commission Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements" ("SAB 101") as modified by Securities and Exchange Commission Staff
Accounting Bulletin No. 104. Under SAB 101, which was primarily codified into
Topic 605 Revenue Recognition SEC Staff Accounting Bulletin Topic 13 in the
Accounting Standards Codification, revenue is recognized at the point
of passage to the customer of title and risk of loss, there is persuasive
evidence of an arrangement, the sales price is determinable, and collection of
the resulting receivable is reasonably assured. The Company generally
recognizes revenue at the time of delivery of goods. Sales are reflected net of
discounts and returns.

COMPREHENSIVE INCOME

The Company has adopted Topic 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, ASC 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
consolidated financial statements. Comprehensive income is displayed in the
statement of stockholders' deficit and in the balance sheet as a component of
stockholders' deficit.

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

There have been no recent accounting pronouncements or changes in accounting
pronouncements that impacted the second quarter of fiscal 2011, or which are
expected to impact future periods, that were not already adopted and disclosed
in prior periods.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2011
AND 2010

REVENUES:

We had revenues of $365,668 and $766,862 for the three and six months ended
January 31, 2011, respectively as compared to revenues of $9,184 and $11,854
for the three and six months ended January 31, 2010, respectively.  The
increase in revenues was primarily the result of the License Agreement with
Den Packaging Corporation dated February 27, 2010 which was effective
March 1, 2010. As a result of the License Agreement, the Company has
determined that it is the primary beneficiary of Den Packaging Corporation,
a Variable Interest Entity, and Den Packaging Corporation has been fully
consolidated in our interim financial statements.

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<PAGE>

COST OF SALES:

Our cost of sales for the three and six months ended January 31, 2011 was
$254,669 and $583,502, respectively, compared to $9,184 and $27,862 for the
three and six months ended January 31, 2010, respectively. The increase in
cost of sales was directly related to the sales associated with the License
Agreement with Den Packaging Corporation.


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Our selling, general and administrative and consulting costs were 101,781 and
$245,077 for the three and six months ended January 31, 2011, respectively,
compared to $374,700 and $397,714 for the three and six months ended
January 31, 2010, respectively. The decrease in selling, general and
administrative expenses was primarily the result of a reduction in consulting
expenses offset with expenses incurred through Den Packaging Corporation.

NET LOSS:

Our net loss for the three and six months ended January 31, 2011 was $20,885
and $138,013, respectively, compared to a net loss of $384,194 and $469,447
for the three and six months ended January 31, 2010, respectively.  The
decrease in net loss compared to the prior period was primarily attributable
to the License Agreement with Den Packaging Corporation. The loss of Den
Packaging Corporation for the three and six months ended January 31, 2011 was
$37,757 and $20,621, respectively, resulting in a net loss attributable to
the Company of $158,634.

TOTAL ASSETS:

Our total assets as of January 31, 2011 were $414,923, a decrease of $15,176,
as compared to the fiscal year ended July 31, 2010 which was $430,099.  The
decrease was a result of a decrease in accounts receivable from sales offset
by an increase in inventory. Our total liabilities as of January 31, 2011
were $650,651, an increase of $73,399, as compared to $577,252 as of
July 31, 2010. The increase in our total liabilities compared to July 31, 2010
was primarily the result of the increased advances from loans, related parties
and vendors.

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2011, we had total current assets of $394,727 and total
current liabilities of $650,651, resulting in a working capital deficit of
$255,924.  At the end of the quarterly period ending January 31, 2011, we had
cash of $2,001.  Our cash flow used in operating activities for the six months
ended January 31, 2011 is $65,675. 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 six months ended January 31, 2011
was $56,049. 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 January 31, 2011, we have $231,540 of convertible notes payable due to
The Cellular Connection Ltd. and Larry Burke payable on demand. The initial
$187,824 advanced from The Cellular Connection, Ltd. and Larry Burke is the
aggregate amount due under ten convertible secured promissory notes with an
aggregate face amount of $224,704.  We issued these notes to The Cellular
Connection Ltd. and Larry Burke during 2011, 2010 and 2009. The aggregate face
amount includes one year of interest totaling $36,880 and actual loan amount
totaling $187,824.

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<PAGE>

On August 30, 2010, under the terms of the Side
Letter Agreement, the conversion feature of a Note was amended to a fixed
conversion price of $0.0001 from $0.10 per share of common stock. The face
value of the Note is $29,546 which aggregates principal and accumulated
interest through August 30, 2010.

The convertible secured promissory notes accrue interest at a rate of
20% per year and have maturity dates of as disclosed in Note 4 of the
consolidated financial statements for the period ended January 31, 2011.
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,
any time 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.

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 of our 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 January 31, 2011, 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.

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<PAGE>

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 January 31, 2011 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.


                              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 January 31, 2011, we had a cash balance of $2,001.  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.

                                        9
<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.

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 outstanding nine convertible secured promissory notes to The Cellular
Connection Ltd. and Larry Burke that bear interest at 20% per annum and have
maturity dates beginning on April 30, 2011.  As of January 31, 2011 we had
$231,540 due under the note issuances to The Cellular Connection and Larry
Burke 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.

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

During the quarter ended January 31, 2011, in a series of transactions, the
holders of a convertible notes payable converted 242,000,000 shares of common
stock for $24,200 of outstanding principal and interest.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

During the quarter ended January 31, 2011, we did not have any defaults upon
senior securities.

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

During the quarter ended January 31, 2011, 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).

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

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

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

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

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

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

10.7  Secured Promissory Note between the Company and The Cellular Connection
      Ltd. dated June 29,2010 (filed herewith).

10.8  Secured Promissory Note between the Company and Larry Burke dated
      Dated May 27, 2010 (filed herewith).

10.9  Secured Promissory Note between the Company and The Cellular Connection
      Ltd. dated September 28,2010 (filed herewith).

10.10 Secured Promissory Note between the Company and Larry Burke dated
      Dated November 29, 2010 (filed herewith).

10.11 Secured Promissory Note between the Company and The Cellular Connection
      Ltd. dated December 10, 2010 (filed herewith).

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

31.1  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.

Date: March 22, 2011                         Vital Products, Inc.


                                             By:/s/ Michael Levine
                                             --------------------------
                                             Michael Levine
                                             Principal Executive Officer
                                             and Principal Accounting Officer
                                             and Director