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, 2010

                                     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 March 12, 2010, the Issuer had 271,255,187 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 JANUARY 31, 2010



TABLE OF CONTENTS
                                                                          Page

PART I - FINANCIAL INFORMATION

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

Balance Sheets as of January 31, 2010 and
   July 31, 2009 (unaudited)................................................F1

Statements of Operations for the three and six months ended
   January 31, 2010 and 2009 (unaudited)....................................F2

Statement of Shareholders' Deficit for the six months
   ended January 31, 2010 (unaudited).......................................F3

Statements of Cash Flows for the six months ended
   January 31, 2010 and 2009 (unaudited)....................................F4

NOTES TO FINANCIAL STATEMENTS.........................................F5 - F13

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

Item 3 - Quantitative and Qualitative Disclosures About Market Risk.........13

Item 4T - Controls and Procedures...........................................13


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings..................................................13

Item 1A - Risk Factors......................................................14

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds........14

Item 3 - Defaults Upon Senior Securities....................................14

Item 4 - Submission of Matters to a Vote of Security Holders................15

Item 5 - Other Information..................................................15

Item 6 - Exhibits...........................................................15

                                        3

<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

VITAL PRODUCTS, INC.
Balance Sheets
January 31, 2010 (Unaudited) and July 31, 2009
                                                     January 31,     July 31,
                                                       2010            2009
                                                    ----------      ----------
ASSETS
    Current assets
        Cash                                     $       3,819    $      8,046
        Accounts receivable                             13,985          25,134
        Inventory, net of inventory reserve
           of $15,805 (July 31, 2009 - $0)              21,649          41,795
                                                    ----------      ----------
               Total current assets                     39,453          74,975
                                                    ----------      ----------
    Other
        Equipment, net of accumulated depreciation           0          25,058
                                                    ----------      ----------
                                                             0          25,058
                                                    ----------      ----------
Total assets                                      $     39,453    $    100,033
                                                    ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities
        Accounts payable and accrued liabilities  $    149,037    $    190,932
        Convertible Notes payable to
           Cellular Connection Ltd.                    254,826         199,457
        Advances from related parties                   54,865           7,579
                                                    ----------      ----------
Total current liabilities                              458,728         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,
      95,455,187 and 30,455,187 issued and
        outstanding respectively                         9,545           3,045
    Additional paid-in capital                       3,197,421       2,846,421
    Accumulated other comprehensive income              82,870          92,263
    Accumulated deficit                             (3,709,511)     (3,240,064)
                                                    ----------      ----------
    Total stockholders' deficit                       (419,275)       (297,935)
                                                    ----------      ----------
Total liabilities and stockholders' deficit        $    39,453     $   100,033
                                                    ==========      ==========

See Accompanying Notes to Financial Statements
                                                                            F1
<PAGE>


VITAL PRODUCTS, INC.
Statements of Operations
For the three and six months ended January 31, 2010 and 2009
(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, 2010    31, 2009        31, 2010    31, 2009
                            -----------  ----------     -----------  ----------


Sales                      $     9,184  $        -     $    11,854  $        -
Cost of sales                    6,246           -          27,862           -
                           -----------  ----------     -----------  ----------
Gross profit                     2,938           -         (16,008)          -
                           -----------  ----------     -----------  ----------
Operating expenses
  Depreciation                       -       1,816           2,078       3,857
  Write-down of equipment       23,142           -          23,142           -
  Selling, general and
  administrative expenses      374,700      54,358         397,714     166,125
                           -----------  ----------     -----------  ----------
    Total operating expenses   397,842      56,174         422,934     169,982
                           -----------  ----------     -----------  ----------
Net operating loss            (394,904)    (56,174)       (438,942)   (169,982)

Other income (expenses)
  Financing costs              (31,587)    (91,319)        (72,026)   (187,835)
  Gain (loss) on currency
  exchange rate                  2,297      15,390           1,521    (286,827)
  Gain on extinguishment
     of debt                    40,000           -          40,000           -
                           -----------  ----------     -----------  ----------
Net loss for the period    $  (384,194) $ (132,103)    $  (469,447) $ (644,644)
                           ===========  ==========     ===========  ==========
Net loss per common share,
 basic and fully diluted   $     (0.01) $    (0.29)    $     (0.01) $    (2.11)
                           ===========  ==========     ===========  ==========
Weighted average number
  of common shares
  outstanding, basic
  and fully diluted         72,139,971     449,935      51,297,576     305,560
                           ===========  ==========     ===========  ==========







See Accompanying Notes to Financial Statements
                                                                            F2
<PAGE>





VITAL PRODUCTS, INC.
Statement of Changes in Stockholders' Deficit
For the six months ended January 31, 2010
(Unaudited)

<TABLE>
<CAPTION>
                                                                           Accumulated
                                                                           Other
                                                    Additional  Accumu-    Compreh-
              Preferred Stock      Common Stock     Paid-In     lated      ensive
              Number   Amount     Number   Amount   Capital     Deficit    Income        Total
----------------------------------------------------------------------------------------------
<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)

Issuance of stock
for consulting
services              -     -  65,000,000    6,500    351,000           -         -    357,500

Foreign
currency
translation           -     -           -        -         -            -    (9,393)    (9,393)

Net loss for
  the period          -     -           -        -         -     (469,447)        -   (469,447)
----------------------------------------------------------------------------------------------
Balance,
October 31, 2009 40,000  $400  95,455,187  $ 9,545 $3,197,421 ($3,709,511)  $82,870  $(419,275)
==============================================================================================

</TABLE>


See Accompanying Notes to Financial Statements
                                                                            F3
<PAGE>




VITAL PRODUCTS, INC.
Statements of Cash Flows
For the six months ended January 31, 2010 and 2009
(Unaudited)



                                                           For The      For The
                                                               Six          Six
                                                            Months       Months
                                                             Ended        Ended
                                                           January      January
                                                          31, 2010     31, 2009
                                                       -----------   ----------
Operating activities
    Net loss for the period                            $  (469,447)  $(644,644)
    Adjustments to reconcile net loss to net cash used
        by operating activities:
          Gain on currency exchange rate                         -     286,827
          Depreciation                                       2,078       3,857
          Write-down of equipment                           23,142           -
          Interest on notes payables                             -     176,620
          Accretion on debt discount and interest           70,369           -
          Gain on extinguishment of debt                   (40,000)          -
          Stock based expenses                             357,500     100,000
          Change operating assets and liabilities:
             Accounts receivable                            11,328           -
             Inventory                                      20,442           -
             Accounts payable and accrued liabilities      (43,308)     (9,381)
             Advances from related parties                  47,171           -
                                                       -----------  ----------
Net cash used in operating activities                      (20,725)    (86,721)
                                                       -----------  ----------
Financing activities
   Payment on advances                                           -     (11,574)
   Proceeds from advances                                        -       7,312
   Proceeds from Convertible Note from Cellular             25,000      78,833
                                                       -----------  ----------
Net cash provided by financing activities                   25,000      74,571
                                                       -----------  ----------
Foreign currency translation effect                         (8,502)     14,454
                                                       -----------  ----------
Net increase in cash                                        (4,227)      2,304
Cash at beginning of period                                  8,046       2,802
                                                       -----------  ----------
Cash at end of period                                    $   3,819    $  5,106
                                                       ===========  ==========

Non-cash financing activities:
Renewal of Convertible Note                              $ 120,000    $      -


                                                                            F4
<PAGE>


See Accompanying Notes to Financial Statements

VITAL PRODUCTS, INC.
Notes to Financial Statements
January 31, 2010 and 2009
(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
January 31, 2010 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 six months ended January 31, 2010 and 2009, the Company incurred
losses of ($469,447) and ($644,644), respectively, and cash used in operations
was ($20,725) and ($86,721), respectively.  The Company financed its operations
through loans payable from related parties and vendors' credit.  Additionally,
the Company paid its employees and consultants in common stock to preserve
cash.

Management believes that the current cash balances at January 31, 2010 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 a 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 in the United States.  The
financial statements are reported 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. 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.

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. On this
basis management recorded a reserve of $15,805 at January 31, 2010
(July 31, 2009 - $0).  During the three month period ended January 31, 2010,
the reserve was reduced by $3,420 as inventory previously reserved was sold.

                                                                            F6
<PAGE>

STOCK-BASED COMPENSATION

The Company follows the authoritative guidance 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 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.


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 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

In January 2008, Staff Accounting Bulletin ("SAB") 110, "Share-Based Payment"
was issued (codified within ASC 225 -Income Statement). Registrants may
continue, under certain circumstances, to use the simplified method in
developing estimates of the expected term of share options as initially
allowed by SAB 107, "Share-Based Payment". The adoption of SAB 110 did not
have any material effect on the financial position and results of operations
of the Company.

In May 2008, the FASB issued Staff Position (-FSP) APB 14-1, -Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlements) (codified within ASC 470 -Debt). This
FSP requires a portion of this type of convertible debt to be recorded as
equity and to record interest expense on the debt portion at a rate that
would have been charged on nonconvertible debt with the same terms. This
FSP takes effect in the first quarter of fiscal years beginning after
December 15, 2008 and will be applied retrospectively for all periods
presented. It will be effective for the Company on August 1, 2009. The
adoption of APB 14-1 is not expected to have any material impact on our
financial position, results of operations or cash flows.

                                                                            F7
<PAGE>

In June 2008, the FASB issued FSP EITF 03-6-1, -Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities (codified within ASC 260 -Earnings Per Share). Securities
participating in dividends with common stock according to a formula are
participating securities. This FSP determined that unvested shares of
restricted stock and stock units with nonforfeitable rights to dividends
are participating securities. Participating securities require the -two-class
method to be used to calculate basic earnings per share. This method lowers
basic earnings per common share. This FSP takes effect in the first quarter
of fiscal years beginning after December 15, 2008 and will be applied
retrospectively for all periods presented. It will be effective for the
Company on August 1, 2009. The adoption of FSP EITF 03-6-1 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

In June 2008, the FASB ratified the consensus reached on EITF Issue No.
07-05, -Determining Whether an Instrument (or Embedded Feature) Is Indexed
to an Entity's Own Stock (-EITF No. 07-05) (codified within ASC 815
-Derivatives and Hedging). EITF No. 07-05 clarifies the determination of
whether an instrument (or an embedded feature) is indexed to an entity's
own stock, which would qualify as a scope exception under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. EITF No.
07-05 is effective for financial statements issued for fiscal years
beginning after December 15, 2008. It will be effective for the Company
on August 1, 2009. Early adoption for an existing instrument is not
permitted. The adoption of EITF Issue No. 07-05 is not expected to have
any material impact on our financial position, results of operations or
cash flows.

In February 2007 the FASB issued SFAS 159, -The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment of FASB
Statement No. 115 (codified within ASC 825 -Financial Instruments). The
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility
in reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions.
The statement is effective as of the beginning of an entity's first fiscal
year that begins after November 15, 2007. The Company will adopt this
pronouncement for its fiscal year beginning August 1, 2008. The adoption
of SFAS 159 did not have a material impact on our financial position,
results of operations or cash flows.

In September 2006, the FASB issued Statement of Financial Accounting
Standard (-SFAS) No. 157, -Fair Value Measurements (-SFAS 157) (codified
within ASC 820). SFAS 157 defines fair value, establishes a market-based
framework or hierarchy for measuring fair value, and expands disclosures
about fair value measurements. SFAS 157 is applicable whenever another
accounting pronouncement requires or permits assets and liabilities to
be measured at fair value. SFAS 157 does not expand or require any new
fair value measures; however the application of this statement may change
current practice. The requirements of SFAS 157 are first effective for
our fiscal year beginning August 1, 2008. In February 2008, the FASB
issued FASB Staff Position (FSP) FAS 157-2 (codified within ASC 820).,
Effective Date of FASB Statement No. 157, which delayed the effective
date by one year for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis. In October 2008, the FASB issued FSP
FAS 157-3 (codified within ASC 820)., Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active, to clarify
the application of SFAS 157 in a market that is not active and provide an
example to illustrate key considerations in determining the fair value of
a financial asset when the market for that financial asset is not active.
This FSP was effective immediately.  The adoption of SFAS 157 did not have
a material impact on our financial position, results of operations or cash
flows.

                                                                             F8
<PAGE>

In December 2007, the FASB issued SFAS No. 141(R), - Business Combinations,
(SFAS 141(R)) (codified under ASC 805, - Business Combinations). SFAS 141(R)
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, the goodwill acquired and any noncontrolling interest
in the acquiree. This statement also establishes disclosure requirements to
enable the evaluation of the nature and financial effect of the business
combination. SFAS 141(R) is effective for fiscal years beginning on or after
December 15, 2008. The adoption of SFAS 141(R) is not expected to have any
material impact on our financial position, results of operations or cash
flows.

In March 2008, the FASB issued SFAS No. 161, - Disclosures About Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133,
(SFAS 161) (codified within ASC 815 - Derivatives and Hedging). SFAS 161 is
intended to improve financial reporting about derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. SFAS 161 is effective for fiscal years beginning
after November 15, 2008. The adoption of SFAS 161 did not have any material
impact on our financial position, results of operations or cash flows.

In January 2009, the FASB issued FASB Staff Position No. EITF 99-20-1, -
Amendments to the Impairment Guidance of EITF Issue No. 99-20 (codified
within ASC 325 -Investments). This FSP amends the impairment guidance in
EITF Issue No. 99-20, - Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to Be
Held by a Transferor in Securitized Financial Assets, to achieve more
consistent determination of whether an other-than-temporary impairment has
occurred. Additionally, the FSP retains and emphasizes the objective of an
other-than-temporary impairment assessment and the related disclosure
requirements in FASB Statement No. 115 -Accounting for Certain Investments
in Debt and Equity Securities, and other related guidance. This guidance is
effective for interim and annual reporting periods ending after
December 15, 2008, and is applied prospectively. The adoption of EITF
99-20-1 is not expected to have any material impact on our financial
position, results of operations or cash flows.

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, - Recognition
and Presentation of Other-Than-Temporary Impairments  (FSP FAS 115-2 and
FAS 124-2) (codified within ASC 320 - Investments - Debt and Equity
Securities). FSP FAS 115-2 and FAS 124-2 change the method for determining
whether an other-than-temporary impairment exists for debt securities and
the amount of the impairment to be recorded in earnings. FSP FAS 115-2 and
FAS 124-2 are effective for interim and annual periods  ending after
June 15, 2009. The adoption of FSP FAS 115-2 and FAS 124-2 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

In April 2009, the FASB issued FSP FAS 157-4 - Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That are Not Orderly (codified within
ASC 820 - Fair Value Measurements and Disclosures). FSP FAS 157-4 provides
additional guidance for estimating fair value when the volume and level of
activity for the asset or liability have significantly decreased. It also
includes guidance on identifying circumstances that indicate a transaction
is not orderly. FSP FAS 157-4 becomes effective for interim and annual
reporting periods after June 15, 2009 and shall be applied prospectively.
The adoption of FSP FAS 157 is not expected to have any material impact on
our financial position, results of operations or cash flows.

                                                                             F9
<PAGE>

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, - Interim
Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and
APB 28-1) (codified within ASC 825 - Financial Instruments). FSP FAS 107-1
and APB 28-1 require fair value disclosures in both interim as well as
annual financial statements in order to provide more timely information
about the effects of current market conditions on financial instruments.
FSP FAS 107-1 and APB 28-1 are effective for interim and annual periods
ending after June 15, 2009. The adoption of FSP FAS 107-1 and APB 28-1
are not expected to have any material impact on our financial position,
results of operations or cash flows.

In May 2009, the FASB issued SFAS No. 165, - Subsequent Events  (SFAS 165)
(codified within ASC 855 - Subsequent Events). SFAS 165 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued. Specifically, SFAS 165 sets forth the period after
the balance sheet date during which management of a reporting entity should
evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements, the circumstances under which an
entity should recognize events or transactions occurring after the balance
sheet date in its financial statements, and the disclosures that an entity
should make about events or transactions that occurred after the balance
sheet date. SFAS 165 is effective prospectively for interim and annual
periods ending after June 15, 2009. The adoption of SFAS 165 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

In June 2009, the FASB issued SFAS No. 168, - The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles -
a replacement of FASB Statement No. 162  (SFAS 168) (codified within ASC 105
-Generally Accepted Accounting Principles). SFAS 168 stipulates that the FASB
Accounting Standards Codification is the source of authoritative U.S. GAAP
recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is
effective for interim and annual periods ending after September 15, 2009. In
conjunction with the issuance of SFAS 168, the SEC issued interpretive
guidance Final Rule 80 (FR-80) regarding FASB's Accounting Standards
Codification. Under FR-80, the SEC clarified that the ASC is not the
authoritative source for SEC guidance and that the ASC does not supersede
any SEC rules or regulations. Further, any references within the SEC rules
and staff guidance to specific standards under U.S. GAAP should be
understood to mean the corresponding reference in the ASC. FR-80 is also
effective for interim and annual periods ending after September 15, 2009.
The adoption of SFAS 168 is not expected to have any material impact on
our financial position, results of operations or cash flows.

In June 2009, the FASB issued SFAS No. 166, - Accounting for Transfers of
Financial Assets (SFAS 166) (codified within ASC 860 -Transfers and
Servicing). SFAS 166 amends the derecognition guidance in SFAS No. 140,
- Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities (SFAS No. 140). SFAS 166 is effective
for fiscal years beginning after November 15, 2009. The adoption of
SFAS 166 is not expected to have any material impact on our financial
position, results of operations or cash flows.

                                                                            F10
<PAGE>

In June 2009, the FASB issued SFAS No. 167, -Amendments to FASB
Interpretation No. 46(R) (SFAS 167) (codified within ASC 810
-Consolidation). SFAS 167 amends the consolidation guidance applicable
to variable interest entities and affects the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective for
fiscal years beginning after November 15, 2009. The adoption of SFAS 167
is not expected to have any material impact on our financial position,
results of operations or cash flows.

In August 2009, the FASB issued Accounting Standards Update (ASU) No.
2009-05, - Measuring Liabilities at Fair Value (ASU 2009-05) (codified
within ASC 820 - Fair Value Measurements and Disclosures). ASU 2009-05
amends the fair value and measurement topic to provide guidance on the
fair value measurement of liabilities. ASU 2009-05 is effective for interim
and annual periods beginning after August 26, 2009. The adoption of ASU
2009-05 is not expected to have any material impact on our financial position,
results of operations or cash flows.

In September 2009, the FASB issued ASU No. 2009-12, - Investments in Certain
Entities that Calculate Net Asset Value per Share (or its Equivalent)
(ASU 2009-12) (codified within ASC 820 -Fair Value Measurements and
Disclosures). ASU 2009-12 amends the input classification guidance under
ASC Topic 820. ASU 2009-12 is effective for interim and annual periods ending
after December 15, 2009. The adoption of ASU 2009-12 is not expected to have
any material impact on our financial position, results of operations or cash
flows.

In October 2009, the FASB issued ASU No. 2009-13, - Multiple Deliverable
Revenue Arrangements - a consensus of the FASB Emerging Issues Task Force
(ASU 2009-13) (codified within ASC Topic 605). ASU 2009-13 addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit. ASU 2009-13 is effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after
June 15, 2010, with early adoption permitted. The adoption of ASU 2009-13
is not expected to have any material impact on our financial position,
results of operations or cash flows.

In October 2009, the FASB issued ASU 2009-15, - Accounting for Own-Share
Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing. ASU 2009-15 amends the accounting and reporting guidance for debt
(and certain preferred stock) with specific conversion features or other
options. ASU 2009-15 is effective for fiscal years beginning on or after
December 15, 2009. Management should dislose that they are evaluating the
impact of the future adoption of this standard or if already determined
disclose the impact.

In December 2009, the FASB issued ASU 2009-16, - Transfers and Servicing
(Topic 860) - Accounting for Transfers of Financial Assets. ASU 2009-16
amends the accounting for transfers of financials assets and will require
more information about transfers of financial assets, including
securitizations, and where entities have continuing exposure to the risks
related to transferred financial assets. ASU 2009-16 is effective at the
start of a reporting entity's first fiscal year beginning after
November 15, 2009, with early adoption not permitted. The adoption of
ASU 2009-16 is not expected to have any material impact on our financial
position, results of operations or cash flows.

In December 2009, the FASB issued ASU 2009-17, - Consolidations (Topic 810)
- Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities. ASU 2009-17 changes how a reporting entity determines
when an entity that is insufficiently capitalized or is not controller
through voting (or similar rights) should be consolidated. ASU 2009-17
also requires a reporting entity to provide additional disclosures about
its involvement with variable interest entities and any significant
changes in risk exposure due to that involvement. ASU 2009-17 is effective
at the start of a reporting entity's first fiscal year beginning after
November 15, 2009, or January 1, 2010, for a calendar year entity. Early
adoption is not permitted.  The adoption of ASU 2009-17 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

                                                                            F11
<PAGE>

In January 2010, the FASB issued ASU 2010-01, - Equity (Topic 505) -
Accounting for Distributions to Shareholders with Components of Stock and
Cash. ASU 2010-01 clarifies that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or shares with a
potential limitation on the amount of cash that all shareholders can elect
to receive is considered a share issuance. ASU 2010-01 is effective for
interim and annual periods ending on or after December 15, 2009 and should
be applied on a retrospective basis. The adoption of ASU 2010-01 is not
expected to have any material impact on our financial position, results
of operations or cash flows.

In January 2010, the FASB issued ASU 2010-02, - Consolidation (Topic 810)
- Accounting and Reporting for Decreases in Ownership of a Subsidiary - A
Scope Clarification. ASU 2010-02 clarifies the scope of the decrease in
ownership provisions of Subtopic 810 and expands the disclosure requirements
about deconsolidation of a subsidiary or de-recognition of a group of assets.
ASU 2010-02 is effective beginning in the first interim of annual reporting
period ending on or after December 15, 2009. The amendments in ASU 2010-02
must be applied retrospectively to the first period that an entity adopted
SFAS 160. The adoption of ASU 2010-02 is not expected to have any material
impact on our financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU No. 2010-06, -Improving Disclosures
about Fair Value Measurements (ASU 2010-06) (codified within ASC 820 -Fair
Value Measurements and Disclosures). ASU 2010-06 improves disclosures
originally required under SFAS No. 157. ASU 2010-16 is effective for
interim and annual periods beginning after December 15, 2009, except for
the disclosures about purchases, sales, issuances and settlements in the
roll forward of activity in Level 3 fair value measurements. Those
disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those years.
The adoption of ASU 2010-06 is not expected to have any material
impact on our financial position, results of operations or cash flows.

In March 2010, the FASB issued ASU No. 2010-11, - Derivatives and Hedging
(Topic 815): Scope Exception Related to Embedded Credit Derivatives
(ASU 2010-11) (codified within ASC 815 - Derivatives and Hedging).
ASU 2010-11 improves disclosures originally required under SFAS No. 161.
ASU 2010-11 is effective for interim and annual periods beginning after
June 15, 2010. The adoption of ASU 2010-11 is not expected to have any
material impact on our financial position, results of operations or cash
flows.


NOTE 3 - CONVERTIBLE NOTES PAYABLE TO CELLULAR CONNECTION LTD.

                               Date of Issuance   Maturity Date    Issue Amount
                               ----------------   -------------    ------------
Promissory Note 1 Principal    January 20, 2010   January 19, 2011     $120,000
Promissory Note 2 Principal    April 30, 2009     April 30, 2010         50,000
Promissory Note 3 Principal    June 12, 2009      June 12, 2010          22,000
Promissory Note 4 Principal    November 18, 2009  November 17, 2010      25,000
Interest                                                                 16,811
Accretion                                                                21,015
                                                                      ---------
                                                                       $254,826
                                                                      =========

The Company issued four 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.

                                                                            F12
<PAGE>

On January 20, 2010, Promissory Note 1 renewed for an additional year under the
terms outlined in the original Note. The modification of the Note upon renewal
has been accounted for as debt extinguishment and the issuance of a new debt
instrument.  Accordingly, in connection with extinguishment of the original
debt, the Company recognized a $40,000 gain.

As of January 31, 2010, the unamortized discount on the promissory notes
payable amounts to $51,318. 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 six months ended January 31, 2010 and 2009, the Company had rent
expense totaling $16,813 and $13,713, respectively and as of January 31, 2010
and July 31, 2009 advances of $54,865 and $7,579, respectively, and outstanding
payables totaling $102,933 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 EVENTS

On February 19, 2010, a Certificate of Amendment filed by the Company with the
State of Delaware to increase authorized shares of capital stock from
100,000,000 to 1,000,000,000 became effective.

On February 26, 2010, we agreed to amend the terms of Promissory Note 1 issued
by Vital Products, Inc. to the Cellular Connection Ltd. Under the terms of the
Side Letter Agreement, the conversion feature of the Note was amended to a
fixed conversion price of $0.0003 per share of our common stock, and the
Company extended the expiration date of the note.

Management has evaluated subsequent events though the date that the financial
Statements were approved for issuance.


                                                                            F13
<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 helped 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 affordable products 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 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

In January 2008, Staff Accounting Bulletin ("SAB") 110, "Share-Based Payment"
was issued (codified within ASC 225 -Income Statement). Registrants may
continue, under certain circumstances, to use the simplified method in
developing estimates of the expected term of share options as initially
allowed by SAB 107, "Share-Based Payment". The adoption of SAB 110 did not
have any material effect on the financial position and results of operations
of the Company.

In May 2008, the FASB issued Staff Position (-FSP) APB 14-1, -Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlements) (codified within ASC 470 -Debt). This
FSP requires a portion of this type of convertible debt to be recorded as
equity and to record interest expense on the debt portion at a rate that
would have been charged on nonconvertible debt with the same terms. This
FSP takes effect in the first quarter of fiscal years beginning after
December 15, 2008 and will be applied retrospectively for all periods
presented. It will be effective for the Company on August 1, 2009. The
adoption of APB 14-1 is not expected to have any material impact on our
financial position, results of operations or cash flows.

In June 2008, the FASB issued FSP EITF 03-6-1, -Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating
Securities (codified within ASC 260 -Earnings Per Share). Securities
participating in dividends with common stock according to a formula are
participating securities. This FSP determined that unvested shares of
restricted stock and stock units with nonforfeitable rights to dividends
are participating securities. Participating securities require the -two-class
method to be used to calculate basic earnings per share. This method lowers
basic earnings per common share. This FSP takes effect in the first quarter
of fiscal years beginning after December 15, 2008 and will be applied
retrospectively for all periods presented. It will be effective for the
Company on August 1, 2009. The adoption of FSP EITF 03-6-1 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

In June 2008, the FASB ratified the consensus reached on EITF Issue No.
07-05, -Determining Whether an Instrument (or Embedded Feature) Is Indexed
to an Entity's Own Stock (-EITF No. 07-05) (codified within ASC 815
-Derivatives and Hedging). EITF No. 07-05 clarifies the determination of
whether an instrument (or an embedded feature) is indexed to an entity's
own stock, which would qualify as a scope exception under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. EITF No.
07-05 is effective for financial statements issued for fiscal years
beginning after December 15, 2008. It will be effective for the Company
on August 1, 2009. Early adoption for an existing instrument is not
permitted. The adoption of EITF Issue No. 07-05 is not expected to have
any material impact on our financial position, results of operations or
cash flows.

In February 2007 the FASB issued SFAS 159, -The Fair Value Option for
Financial Assets and Financial Liabilities-including an amendment of FASB
Statement No. 115 (codified within ASC 825 -Financial Instruments). The
statement permits entities to choose to measure many financial instruments
and certain other items at fair value. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate volatility
in reported earnings caused by measuring related assets and liabilities
differently without having to apply complex hedge accounting provisions.
The statement is effective as of the beginning of an entity's first fiscal
year that begins after November 15, 2007. The Company will adopt this
pronouncement for its fiscal year beginning August 1, 2008. The adoption
of SFAS 159 did not have a material impact on our financial position,
results of operations or cash flows.

                                        6
<PAGE>

In September 2006, the FASB issued Statement of Financial Accounting
Standard (-SFAS) No. 157, -Fair Value Measurements (-SFAS 157) (codified
within ASC 820). SFAS 157 defines fair value, establishes a market-based
framework or hierarchy for measuring fair value, and expands disclosures
about fair value measurements. SFAS 157 is applicable whenever another
accounting pronouncement requires or permits assets and liabilities to
be measured at fair value. SFAS 157 does not expand or require any new
fair value measures; however the application of this statement may change
current practice. The requirements of SFAS 157 are first effective for
our fiscal year beginning August 1, 2008. In February 2008, the FASB
issued FASB Staff Position (FSP) FAS 157-2 (codified within ASC 820).,
Effective Date of FASB Statement No. 157, which delayed the effective
date by one year for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in the financial
statements on a recurring basis. In October 2008, the FASB issued FSP
FAS 157-3 (codified within ASC 820)., Determining the Fair Value of a
Financial Asset When the Market for That Asset is Not Active, to clarify
the application of SFAS 157 in a market that is not active and provide an
example to illustrate key considerations in determining the fair value of
a financial asset when the market for that financial asset is not active.
This FSP was effective immediately.  The adoption of SFAS 157 did not have
a material impact on our financial position, results of operations or cash
flows.

In December 2007, the FASB issued SFAS No. 141(R), - Business Combinations,
(SFAS 141(R)) (codified under ASC 805, - Business Combinations). SFAS 141(R)
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, the goodwill acquired and any noncontrolling interest
in the acquiree. This statement also establishes disclosure requirements to
enable the evaluation of the nature and financial effect of the business
combination. SFAS 141(R) is effective for fiscal years beginning on or after
December 15, 2008. The adoption of SFAS 141(R) is not expected to have any
material impact on our financial position, results of operations or cash
flows.

In March 2008, the FASB issued SFAS No. 161, - Disclosures About Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133,
(SFAS 161) (codified within ASC 815 - Derivatives and Hedging). SFAS 161 is
intended to improve financial reporting about derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. SFAS 161 is effective for fiscal years beginning
after November 15, 2008. The adoption of SFAS 161 did not have any material
impact on our financial position, results of operations or cash flows.

In January 2009, the FASB issued FASB Staff Position No. EITF 99-20-1, -
Amendments to the Impairment Guidance of EITF Issue No. 99-20 (codified
within ASC 325 -Investments). This FSP amends the impairment guidance in
EITF Issue No. 99-20, - Recognition of Interest Income and Impairment on
Purchased Beneficial Interests and Beneficial Interests That Continue to Be
Held by a Transferor in Securitized Financial Assets, to achieve more
consistent determination of whether an other-than-temporary impairment has
occurred. Additionally, the FSP retains and emphasizes the objective of an
other-than-temporary impairment assessment and the related disclosure
requirements in FASB Statement No. 115 -Accounting for Certain Investments
in Debt and Equity Securities, and other related guidance. This guidance is
effective for interim and annual reporting periods ending after
December 15, 2008, and is applied prospectively. The adoption of EITF
99-20-1 is not expected to have any material impact on our financial
position, results of operations or cash flows.

                                        7
<PAGE>

In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, - Recognition
and Presentation of Other-Than-Temporary Impairments  (FSP FAS 115-2 and
FAS 124-2) (codified within ASC 320 - Investments - Debt and Equity
Securities). FSP FAS 115-2 and FAS 124-2 change the method for determining
whether an other-than-temporary impairment exists for debt securities and
the amount of the impairment to be recorded in earnings. FSP FAS 115-2 and
FAS 124-2 are effective for interim and annual periods  ending after
June 15, 2009. The adoption of FSP FAS 115-2 and FAS 124-2 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

In April 2009, the FASB issued FSP FAS 157-4 - Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That are Not Orderly (codified within
ASC 820 - Fair Value Measurements and Disclosures). FSP FAS 157-4 provides
additional guidance for estimating fair value when the volume and level of
activity for the asset or liability have significantly decreased. It also
includes guidance on identifying circumstances that indicate a transaction
is not orderly. FSP FAS 157-4 becomes effective for interim and annual
reporting periods after June 15, 2009 and shall be applied prospectively.
The adoption of FSP FAS 157 is not expected to have any material impact on
our financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, - Interim
Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and
APB 28-1) (codified within ASC 825 - Financial Instruments). FSP FAS 107-1
and APB 28-1 require fair value disclosures in both interim as well as
annual financial statements in order to provide more timely information
about the effects of current market conditions on financial instruments.
FSP FAS 107-1 and APB 28-1 are effective for interim and annual periods
ending after June 15, 2009. The adoption of FSP FAS 107-1 and APB 28-1
are not expected to have any material impact on our financial position,
results of operations or cash flows.

In May 2009, the FASB issued SFAS No. 165, - Subsequent Events  (SFAS 165)
(codified within ASC 855 - Subsequent Events). SFAS 165 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before the financial statements are issued or are
available to be issued. Specifically, SFAS 165 sets forth the period after
the balance sheet date during which management of a reporting entity should
evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements, the circumstances under which an
entity should recognize events or transactions occurring after the balance
sheet date in its financial statements, and the disclosures that an entity
should make about events or transactions that occurred after the balance
sheet date. SFAS 165 is effective prospectively for interim and annual
periods ending after June 15, 2009. The adoption of SFAS 165 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

In June 2009, the FASB issued SFAS No. 168, - The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles -
a replacement of FASB Statement No. 162  (SFAS 168) (codified within ASC 105
-Generally Accepted Accounting Principles). SFAS 168 stipulates that the FASB
Accounting Standards Codification is the source of authoritative U.S. GAAP
recognized by the FASB to be applied by nongovernmental entities. SFAS 168 is
effective for interim and annual periods ending after September 15, 2009. In
conjunction with the issuance of SFAS 168, the SEC issued interpretive
guidance Final Rule 80 (FR-80) regarding FASB's Accounting Standards
Codification. Under FR-80, the SEC clarified that the ASC is not the
authoritative source for SEC guidance and that the ASC does not supersede
any SEC rules or regulations. Further, any references within the SEC rules
and staff guidance to specific standards under U.S. GAAP should be
understood to mean the corresponding reference in the ASC. FR-80 is also
effective for interim and annual periods ending after September 15, 2009.
The adoption of SFAS 168 is not expected to have any material impact on
our financial position, results of operations or cash flows.

                                        8
<PAGE>

In June 2009, the FASB issued SFAS No. 166, - Accounting for Transfers of
Financial Assets (SFAS 166) (codified within ASC 860 -Transfers and
Servicing). SFAS 166 amends the derecognition guidance in SFAS No. 140,
- Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities (SFAS No. 140). SFAS 166 is effective
for fiscal years beginning after November 15, 2009. The adoption of
SFAS 166 is not expected to have any material impact on our financial
position, results of operations or cash flows.

In June 2009, the FASB issued SFAS No. 167, -Amendments to FASB
Interpretation No. 46(R) (SFAS 167) (codified within ASC 810
-Consolidation). SFAS 167 amends the consolidation guidance applicable
to variable interest entities and affects the overall consolidation
analysis under FASB Interpretation No. 46(R). SFAS 167 is effective for
fiscal years beginning after November 15, 2009. The adoption of SFAS 167
is not expected to have any material impact on our financial position,
results of operations or cash flows.

In August 2009, the FASB issued Accounting Standards Update (ASU) No.
2009-05, - Measuring Liabilities at Fair Value (ASU 2009-05) (codified
within ASC 820 - Fair Value Measurements and Disclosures). ASU 2009-05
amends the fair value and measurement topic to provide guidance on the
fair value measurement of liabilities. ASU 2009-05 is effective for interim
and annual periods beginning after August 26, 2009. The adoption of ASU
2009-05 is not expected to have any material impact on our financial position,
results of operations or cash flows.

In September 2009, the FASB issued ASU No. 2009-12, - Investments in Certain
Entities that Calculate Net Asset Value per Share (or its Equivalent)
(ASU 2009-12) (codified within ASC 820 -Fair Value Measurements and
Disclosures). ASU 2009-12 amends the input classification guidance under
ASC Topic 820. ASU 2009-12 is effective for interim and annual periods ending
after December 15, 2009. The adoption of ASU 2009-12 is not expected to have
any material impact on our financial position, results of operations or cash
flows.

In October 2009, the FASB issued ASU No. 2009-13, - Multiple Deliverable
Revenue Arrangements - a consensus of the FASB Emerging Issues Task Force
(ASU 2009-13) (codified within ASC Topic 605). ASU 2009-13 addresses the
accounting for multiple-deliverable arrangements to enable vendors to account
for products or services (deliverables) separately rather than as a combined
unit. ASU 2009-13 is effective prospectively for revenue arrangements entered
into or materially modified in fiscal years beginning on or after
June 15, 2010, with early adoption permitted. The adoption of ASU 2009-13
is not expected to have any material impact on our financial position,
results of operations or cash flows.

In October 2009, the FASB issued ASU 2009-15, - Accounting for Own-Share
Lending Arrangements in Contemplation of Convertible Debt Issuance or Other
Financing. ASU 2009-15 amends the accounting and reporting guidance for debt
(and certain preferred stock) with specific conversion features or other
options. ASU 2009-15 is effective for fiscal years beginning on or after
December 15, 2009. Management should dislose that they are evaluating the
impact of the future adoption of this standard or if already determined
disclose the impact.

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In December 2009, the FASB issued ASU 2009-16, - Transfers and Servicing
(Topic 860) - Accounting for Transfers of Financial Assets. ASU 2009-16
amends the accounting for transfers of financials assets and will require
more information about transfers of financial assets, including
securitizations, and where entities have continuing exposure to the risks
related to transferred financial assets. ASU 2009-16 is effective at the
start of a reporting entity's first fiscal year beginning after
November 15, 2009, with early adoption not permitted. The adoption of
ASU 2009-16 is not expected to have any material impact on our financial
position, results of operations or cash flows.

In December 2009, the FASB issued ASU 2009-17, - Consolidations (Topic 810)
- Improvements to Financial Reporting by Enterprises Involved with Variable
Interest Entities. ASU 2009-17 changes how a reporting entity determines
when an entity that is insufficiently capitalized or is not controller
through voting (or similar rights) should be consolidated. ASU 2009-17
also requires a reporting entity to provide additional disclosures about
its involvement with variable interest entities and any significant
changes in risk exposure due to that involvement. ASU 2009-17 is effective
at the start of a reporting entity's first fiscal year beginning after
November 15, 2009, or January 1, 2010, for a calendar year entity. Early
adoption is not permitted.  The adoption of ASU 2009-17 is not expected
to have any material impact on our financial position, results of operations
or cash flows.

In January 2010, the FASB issued ASU 2010-01, - Equity (Topic 505) -
Accounting for Distributions to Shareholders with Components of Stock and
Cash. ASU 2010-01 clarifies that the stock portion of a distribution to
shareholders that allows them to elect to receive cash or shares with a
potential limitation on the amount of cash that all shareholders can elect
to receive is considered a share issuance. ASU 2010-01 is effective for
interim and annual periods ending on or after December 15, 2009 and should
be applied on a retrospective basis. The adoption of ASU 2010-01 is not
expected to have any material impact on our financial position, results
of operations or cash flows.

In January 2010, the FASB issued ASU 2010-02, - Consolidation (Topic 810)
- Accounting and Reporting for Decreases in Ownership of a Subsidiary - A
Scope Clarification. ASU 2010-02 clarifies the scope of the decrease in
ownership provisions of Subtopic 810 and expands the disclosure requirements
about deconsolidation of a subsidiary or de-recognition of a group of assets.
ASU 2010-02 is effective beginning in the first interim of annual reporting
period ending on or after December 15, 2009. The amendments in ASU 2010-02
must be applied retrospectively to the first period that an entity adopted
SFAS 160. The adoption of ASU 2010-02 is not expected to have any material
impact on our financial position, results of operations or cash flows.

In January 2010, the FASB issued ASU No. 2010-06, -Improving Disclosures
about Fair Value Measurements (ASU 2010-06) (codified within ASC 820 -Fair
Value Measurements and Disclosures). ASU 2010-06 improves disclosures
originally required under SFAS No. 157. ASU 2010-16 is effective for
interim and annual periods beginning after December 15, 2009, except for
the disclosures about purchases, sales, issuances and settlements in the
roll forward of activity in Level 3 fair value measurements. Those
disclosures are effective for fiscal years beginning after
December 15, 2010, and for interim periods within those years.
The adoption of ASU 2010-06 is not expected to have any material
impact on our financial position, results of operations or cash flows.

                                        10
<PAGE>

In March 2010, the FASB issued ASU No. 2010-11, - Derivatives and Hedging
(Topic 815): Scope Exception Related to Embedded Credit Derivatives
(ASU 2010-11) (codified within ASC 815 - Derivatives and Hedging).
ASU 2010-11 improves disclosures originally required under SFAS No. 161.
ASU 2010-11 is effective for interim and annual periods beginning after
June 15, 2010. The adoption of ASU 2010-11 is not expected to have any
material impact on our financial position, results of operations or cash
flows.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE SIX MONTHS ENDED JANUARY 31, 2010 AND 2009

REVENUES:

We had revenues of $11,854 for the six months ended January 31, 2010, as
compared to revenues of $0 for the six months ended January 31, 2009.
The increase in revenues was the result of our development of a
new product line.

COST OF SALES:

Our cost of sales for the six months ended January 31, 2010 was $27,862,
compared to $0 for the six months ended January 31, 2009. 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 in the previous quarter.  An
inventory reserve of $15,805 was recorded at January 31, 2010
(July 31, 2009 - $0).  During the three month period ended January 31, 2010,
the reserve was reduced by $3,420 as inventory previously reserved was sold.



SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Our selling, general and administrative costs were $397,714 for the six months
ended January 31, 2010, compared to $166,125 for the six months ended
January 31, 2009. The increase in selling, general and administrative expenses
was primarily the result of stock based expenses related to consulting services
in the current period. During the period, 65,000,000 shares, valued at
$357,500, were issued to consultants for further business development.

NET LOSS:

Our net loss for the six months ended January 31, 2010 was $469,447, compared
to a net loss of $644,644 for the six months ended January 31, 2009.  The
decrease in net loss was a result of our development of a new product line that
increased our sales, an increase in consulting expenses offset by a decreased
loss from foreign exchange, as well as a decrease in our financing costs.

TOTAL ASSETS:

Our total assets as of January 31, 2010 were $39,453, a decrease of $60,580,
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. We have also written off $23,142 in certain equipment which we
believe has no further benefit to the company. Our total liabilities as of
January 31, 2010 were $458,728, an increase of $60,760, 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 and the issue
of Convertible Notes payable to the Cellular Connection Ltd.

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<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

As of January 31, 2010, we had total current assets of $39,453 and total
current liabilities of $458,728, resulting in a working capital deficit of
$419,275.  At the end of the quarterly period ending January 31, 2010, we had
cash of $3,819.  Our cash flows from operating activities for the six months
ended January 31, 2010 resulted in cash used of $20,725. 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, 2010 was $25,000. 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 estimate we
will need to generate an additional $500,000 to cover our current
liabilities for the next 12 months.

As of January 31, 2010, we have $254,826 of advances due to The Cellular
Connection Ltd. payable on demand. The initial $217,000 advanced from The
Cellular Connection, Ltd. is the aggregate amount due under four
convertible secured promissory notes with an aggregate face amount of
$260,400.  We issued these notes to The Cellular Connection Ltd. during
2009 and 2010.  The aggregate face amount includes one year of interest
totaling $43,400 and actual loan amount totaling $217,000.  The convertible
secured promissory notes accrue interest at a rate of 20% per year and have
maturity dates of April 30, 2010, June 12, 2010, November 18, 2010 and
January 19, 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, 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.

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.

                                        12
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

As of January 31, 2010, 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 January 31, 2010 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.

                                        13
<PAGE>

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, 2010, we had a cash balance of $3,819.  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 four convertible secured promissory notes to The Cellular
Connection Ltd. that bear interest at 20% per annum and have maturity dates
on April 30, 2010, June 12, 2010, November 18, 2010 and January 19, 2011.  As
of January 31, 2010 we had $254,826 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 and our stock
price may decline.

WE FREQUENTLY COMPENSATE EMPLOYEES AND CONSULTANTS WITH EQUITY 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 January 31, 2010 we had 95,455,187 shares of common stock issued
and outstanding.  As of February 19, 2010, we filed a Certificate of Amendment
to our Articles of Incorporation, as amended, to increase our shares of
authorized common stock from 100,000,000 to 1,000,000,000.  To preserve cash,
we continue to pay our employees and consultants in shares of common stock
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.


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

During the quarter ended January 31, 2010, we did not sell any unregistered
securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

During the quarter ended January 31, 2010, we did not have any defaults upon
senior securities.

                                        14
<PAGE>

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

During the quarter ended January 31, 2010, 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).

3.3   Certificate of Amendment to the Certificate of Incorporation, dated
      June 22, 2009 (included as Exhibit 3.1 to the Form 8-K filed
      June 22, 2009, and incorporated herein by reference).

3.4   Certificate of Amendment to the Certificate of Incorporation, dated
      February 17, 2010 (included as Exhibit 3.1 to the Form 8-K filed
      February 18, 2010, 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  Vital Products, Inc. Trust Agreement between the Company and Amy Trombly
      as Trustee dated May 27, 2005 (included as exhibit 10.4 to the Form SB-2
      filed October 26, 2006 and incorporated herein by reference).

10.5  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).

10.6  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).

                                       15
<PAGE>


10.7  Secured Promissory Note between the Company and The Cellular Connection
      Ltd. dated June 12, 2009 (filed herewith).

10.8  Secured Promissory Note between the Company and The Cellular Connection
      Ltd. dated November 30, 2009 (filed herewith).

10.9  Vital Products, Inc. November 2009 Stock Option Plan, dated
      November 19, 2009 (included as Exhibit 10.1 to the Form S-8 filed
      December 1, 2009, and incorporated herein by reference).

10.10 Side Letter Agreement amending the Secured Promissory Note between the
      Company and The Cellular Connection, dated February 26, 2010 (included
      as Exhibit 10.1 to the Form 8-K filed February 26, 2010, 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: March 22, 2010                     Vital Products, Inc.


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




Dated: March 22, 2010                     By:/s/ Henry Goldberg
                                             ----------------------------
                                             Henry Goldberg, Chief Financial
                                             and Principal Accounting Officer
                                             and Director




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