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

                                 Form 10-QSB


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

                For the quarterly period ended October 31, 2008

                                      OR

          [ ] TRANSITION REPORT PURSUANT TO 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 small business issuer as specified in its charter)


            Delaware                                   98-0464272
      ----------------------                         --------------
   (State or other jurisdiction of                 (IRS Employer
     incorporation or organization)               Identification Number)

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

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

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

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

As of December 5, 2008 the Issuer had 36,450,000 shares of common stock issued
and outstanding, par value $0.0001 per share.

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


<PAGE>

                          VITAL PRODUCTS, INC
                    QUARTERLY REPORT ON FORM 10-QSB
                FOR THE QUARTER ENDED OCTOBER 31, 2008



TABLE OF CONTENTS
                                                                          Page

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements: Index..........................................3

Balance Sheets as at October 31, 2008 (unaudited) and
   July 31, 2008............................................................ F1

Statements of Operations for the three months ended
   October 31, 2008 and 2007 (unaudited).................................... F2

Statement of Shareholders' Deficit for the three months
   ended October 31, 2008 (unaudited)....................................... F3

Statements of Cash Flows for the three months ended
   October 31, 2008 and 2007 (unaudited).................................... F4

NOTES TO FINANCIAL STATEMENTS.............................................F5-F9


Item 2 - Management's Discussion and Analysis or Plan of Operation............4

Item 3A(T) - Controls and Procedures .........................................8


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings....................................................8

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds..........8

Item 3 - Defaults Upon Senior Securities......................................8

Item 4 - Submission of Matters to a Vote of Security Holders..................8

Item 5 - Other Information ...................................................8

Item 6 - Exhibits ............................................................8


<PAGE>

                       PART I - FINANCIAL INFORMATION


Item 1. Financial Statements.



VITAL PRODUCTS, INC.

Financial Statements

Three Months Ended October 31, 2008 and 2007  (Unaudited)


                                                                           Page


Index of Financial Statements:

Balance Sheets as at October 31, 2008 (unaudited) and
   July 31, 2008............................................................ F1

Statements of Operations for the three months ended
   October 31, 2008 and 2007 (unaudited).................................... F2

Statement of Shareholders' Deficit for the three months
   ended October 31, 2008 (unaudited)....................................... F3

Statements of Cash Flows for the three months ended
   October 31, 2008 and 2007 (unaudited).................................... F4

NOTES TO FINANCIAL STATEMENTS.............................................F5-F9

<PAGE>



VITAL PRODUCTS, INC.
Balance Sheets
October 31, 2008 (Unaudited) and July 31, 2008

                                                   October 31,        July 31,
                                                          2008            2008
                                                   (Unaudited)
                                                    ----------      ----------

ASSETS
    Current assets
        Cash                                     $           -   $       2,802
                                                    ----------      ----------
               Total current assets                                      2,802
                                                    ----------      ----------
    Other
        Equipment, net of accumulated depreciation      28,020          35,156
                                                    ----------      ----------
                                                        28,020          35,156
                                                    ----------      ----------
Total assets                                      $     28,020    $     37,958
                                                    ==========      ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities
        Bank overdraft                            $      4,385    $          -
        Accounts payable and accrued liabilities        90,446          97,600
        Advances from Metro One Development, Inc.      248,313         292,083
        Notes payable to Metro One Development, Inc.   144,520       1,766,210
                                                    ----------      ----------
Total current liabilities                              487,664       2,155,893
                                                    ----------      ----------

STOCKHOLDERS' DEFICIT
    Capital stock                                        3,645           1,075
    Additional paid-in capital                       4,141,905         334,475
    Accumulated other comprehensive income (loss)      184,234        (176,598)
    Stock paid on related acquisition               (2,000,000)              -
    Accumulated deficit                             (2,789,428)     (2,276,887)
                                                     ---------       ---------
    Total stockholders' deficit                       (459,644)     (2,117,935)
                                                     ---------       ---------
Total liabilities and stockholders' deficit        $    28,020     $    37,958
                                                     ---------       ---------

See Accompanying Notes to Financial Statements
                                                                             F1
<PAGE>



VITAL PRODUCTS, INC.
Statements of Operations
For the three months ended October 31, 2008 and 2007
(Unaudited)

                                                         For The      For The
                                                          Three        Three
                                                          Months       Months
                                                          Ended        Ended
                                                         October      October
                                                         31, 2008     31, 2007
                                                       -----------  ----------
                                                       (Unaudited)  (Unaudited)


Sales                                                    $       -   $   6,875
Cost of sales                                                    -       4,665
                                                       -----------  ----------
Gross profit                                                     -       2,210
                                                       -----------  ----------
Operating expenses
  Depreciation                                               2,041       3,505
  Selling, general and administrative expenses             111,767      18,037
                                                       -----------  ----------
    Total operating expenses                               113,808      21,542
                                                       -----------  ----------
Net operating loss                                        (113,808)   ( 19,332)

Other income (expense)
  Financing costs                                          (96,516)   ( 73,592)
  Gain (loss) on currency exchange rate                   (302,217)    182,518
                                                       -----------  ----------
Net income (loss) for the period                      $   (512,541)  $  89,594
                                                       ===========  ==========
Net income (loss) per common share, basic
  and fully diluted                                      $   (0.03)     $ 0.01
                                                       ===========  ==========
Weighted average number of common shares outstanding    16,232,609  10,750,000
                                                       ===========  ==========




See Accompanying Notes to Financial Statements

                                                                             F2
<PAGE>












VITAL PRODUCTS, INC.
Statement of Changes in Stockholders' Deficit
For the three months ended October 31, 2008
(Unaudited)

<TABLE>
<CAPTION>

                                                           Stock      Accumulated
                                                           Paid On       Other
                                    Additional             Related     Compreh-
                    Common Stock     Paid-In               Acquisi-     ensive
                   Number   Amount   Capital     Deficit    tion        Income       Total
                                                                        (Loss)
-------------------------------------------------------------------------------------------
<S>           <C>         <C>     <C>         <C>         <C>         <C>       <C>

Balance,
July 31, 2008  10,750,000  $ 1,075 $  334,475 ($2,276,887)          - ($176,598)($2,117,935)

Issuance of
stock for
consulting
services          500,000       50     99,950           -           -         -     100,000

Issuance of
stock for
conversion of
promissory
note           15,200,000    1,520  1,708,480           -           -         -   1,710,000

Issuance of
stock for
related
acquisition    10,000,000    1,000  1,999,000           -  (2,000,000)

Foreign
currency
translation             -        -          -           -           -   360,832     360,832

Net loss for
  the period            -        -          -    (512,541)                    -    (512,541)
-------------------------------------------------------------------------------------------
Balance,
Oct. 31, 2008  36,450,000  $ 3,645 $4,141,905 ($2,789,428) (2,000,000) $184,234 ($  459,644)
===========================================================================================


</TABLE>
See Accompanying Notes to Financial Statements
                                                                             F3
<PAGE>









VITAL PRODUCTS, INC.
Statements of Cash Flows
For the three months ended October 31, 2008 and 2007
(Unaudited)



                                                         For The      For The
                                                          Three        Three
                                                          Months       Months
                                                          Ended        Ended
                                                         October      October
                                                         31, 2008     31, 2007
                                                       -----------  ----------
                                                       (Unaudited)  (Unaudited)


Operating activities
    Net(loss) income                                   $  (512,541)   $ 89,594
    Adjustments to reconcile net loss to net cash used
        by operating activities:
          Gain (loss) on currency exchange rate            302,217    (182,518)
          Depreciation                                       2,041       3,505
          Interest on notes payables                        88,310      73,592
            Stock based expenses                           100,000           -
          Change operating assets and liabilities:
             Accounts receivable                                 -       3,190
             Inventory                                           -       4,225
             Accounts payable and accrued liabilities       (7,154)     16,201
                                                       -----------  ----------
Net cash (used) provided by operating activities           (27,127)      7,789
                                                       -----------  ----------
Financing activities
   Advance from bank overdraft                               4,385           -
   Proceeds from advances                                        -       3,004
                                                       -----------  ----------
Net cash provided by financing activities                    4,385       3,004
                                                       -----------  ----------
Foreign currency translation effect                         19,940      (6,801)
                                                       -----------  ----------
Net (decrease) increase in cash                             (2,802)      3,992
Cash at beginning of period                                  2,802       2,599
                                                       -----------  ----------
Cash at end of period                                    $       -    $  6,591
                                                       ===========  ==========




See Accompanying Notes to Financial Statements
                                                                            F4
<PAGE>









VITAL PRODUCTS, INC.
Notes to Financial Statements
October 31, 2008 and 2007
(Unaudited)

1. NATURE OF OPERATIONS AND BASIS FOR PRESENTATION

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

The accompanying unaudited financial statements have been prepared in
accordance with 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, 2008 of Vital Products, Inc.

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

The interim financial information is unaudited. In the opinion of management,
all adjustments necessary to present fairly the financial position as of
October 31, 2008 and the results of operations, shareholders' equity and cash
flows presented herein have been included in the financial statements. All such
adjustments are the normal and recurring nature.  Interim results are not
necessarily indicative of results of operations for the full year.

2. SIGNIFICANT ACCOUNTING POLICIES

Liquidity and Going Concern

During the three months ended October 31, 2008 and 2007, the Company incurred
income (losses) of ($512,541) and $89,594, respectively and cash provided
by (used in) operations was ($27,127) and $7,789, respectively.  The Company
financed its operations through loans payable and vendors' credit.

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

Accordingly, these financial statements have been prepared on a going concern
basis and do not include any adjustments to the measurement and classification
of the recorded asset amounts and classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.  The
Company has experienced losses in the period and has negative working capital.
The Company's ability to realize its assets and discharge its liabilities in
the normal course of business is dependent upon continued support.  The Company
is currently attempting to obtain additional financing from its existing
shareholders and other strategic investors to continue its operations.
However, the Company may not obtain sufficient additional funds from these
sources.
                                                                             F5
<PAGE>





These conditions cause substantial doubt about the Company's ability to
continue as a going concern.  A failure to continue as a going concern would
require that stated amounts of assets and liabilities be reflected on a
liquidation basis that could differ from the going concern basis.

Accounting Principles

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


2. SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of Estimates

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


Foreign Currency Translation

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


Revenue Recognition

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


                                                                             F6
<PAGE>




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.


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.


Income Taxes

The Company accounts for its income taxes under the liability method
specified by Statement of Financial Accounting Standards (SFAS) No. 109,
"Accounting for Income Taxes."  Deferred tax assets and liabilities are
determined based on the difference between the financial statement and
tax bases of assets and liabilities as measured by the enacted tax
rates which will be in effect when these differences reverse.  The
effect on deferred tax assets and liabilities of a change in tax rates
is recognized in operations in the period that includes the enactment
date.


Basic Loss Per Share

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


Comprehensive Income

The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income," which establishes standards
for reporting and display of comprehensive income, its components and
accumulated balances.  Comprehensive income is defined to include all changes
in equity except those resulting from investments by owners or distributions
to owners.  Among other disclosures, SFAS No. 130 requires that all items that
are required to be recognized under the current accounting standards as a
component of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements.
Comprehensive income is displayed in the statement of shareholders' deficit and
in the balance sheet as a component of shareholders' deficit.


                                                                             F7
<PAGE>

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

New Accounting Pronouncements

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

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

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

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

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



                                                                             F8
<PAGE>

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

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

3. RELATED PARTY TRANSACTIONS

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




                                                                             F9
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

INTRODUCTION

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-KSB filed November 13, 2008, for the year ended July
31, 2008.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains "forward-looking statements" that involve risks and
uncertainties. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons, including the risks
described in our annual report on Form 10-K and our 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.

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:

Revenue and expense recognition - We recognize revenue in accordance with
Securities and Exchange Commission Staff Accounting Bulletin No. 101, "Revenue
Recognition in Financial Statements," or SAB 101 as modified by Securities and
Exchange Commission Staff Accounting Bulletin No. 104. Under SAB 101, revenue
is recognized at the point of passage to the customer of title and risk of
loss, there is persuasive evidence of an arrangement, the sales price is
determinable, and collection of the resulting receivable is reasonably
assured. 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.

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

                                        4
<PAGE>

OVERVIEW

As of July 31, 2008, our sole business was to manufacture two products under
the On The Go name: a padded training seat that helps toddlers with potty
training, and a baby bath with a contoured shape to cradle babies 0-6 months
old.  As of July 31, 2008, these two products did not produced enough revenue
for us to cover our expenses.  After evaluating the market for baby care
products, we determined that the industry does not offer enough opportunity
for a small company to create products that are affordable to develop, price
competitive for the consumer and that we can introduce into distribution
channels without significant expense.  As a result, we determined to not
invest further funds developing our baby products line.

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



RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE THREE MONTHS ENDED OCTOBER 31, 2008 AND 2007

Revenues: We had no revenues for the three months ended October 31, 2008
compared to $6,875 for the three months ended October 31, 2007.  The decrease
in revenues was primarily the result of us determining not to pursue our
current product lines
..

Cost of Sales: Our cost of sales for the three months ended October 31, 2008
was $0 compared to $4,665 for the three months ended October 31, 2007.
The decrease in cost of sales was directly related to a decrease in sales.

Selling, General and Administrative Expenses: Our selling, general and
administrative costs were $111,767 for the three months ended October 31, 2008
compared to $18,037 for the three months ended October 31, 2007. The increase
in selling, general and administrative expenses was primarily the result of
stock based expenses totaling $100,000 related to consulting services.

Net loss: Our net loss for the three months ended October 31, 2008 was
$512,541 compared to net income of $89,594 for the three months ended
October 31, 2007.  The changes are the result of the previous discussions
mentioned above.

Total Assets: Our total assets as of October 31, 2008 were $28,020, a
decrease of $9,938, as compared to $37,958 in the fiscal year ended
July 31, 2008.  The decrease is a result of using our cash reserve and
depreciation for the three month period.  Our Total Liabilities as of
October 31, 2008 were $487,664, a decrease of $1,668,229, as compared to
the fiscal year ended July 31, 2008 which were $2,155,893. The decrease
in our total liabilities compared to the prior year ended July 31, 2008
was primarily the result of payment on our note payable to Metro One
Development, Inc. (formerly On The Go Healthcare, Inc.) with common
stock.

OFF-BALANCE SHEET ARRANGEMENTS

As of October 31, 2008, we did not have any off-balance sheet arrangements.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2008, we had total current assets of $0 and total current
liabilities of $487,664 resulting in a working capital deficit of $487,664.
As of that date, we had $0 in cash. Our cash flow from operating activities
for the three months ended October 31, 2008 resulted in a deficit of $27,127.
Our current cash balance and cash flow from operating activities will not be
sufficient to fund our operations or our overhead. Our cash flow from
financing activities for the three months ended October 31, 2008 resulted in
a surplus of $4,385. We believe we will need to raise capital of approximately
$300,000 to $350,000 through either debt or equity instruments to fund our
operations for the next 12 months. However, we may not be successful in
raising the necessary capital to fund our operations. In addition to amounts
needed to fund our operations, we may need to generate an additional $500,000
to cover our current liabilities for the next 12 months.

                                        5
<PAGE>

As of October 31, 2008, we have a $248,313 of notes payable and $144,520 of
advances due to Metro One Development, Inc. (formerly On The Go Healthcare,
Inc.), payable on demand. We do not know when Metro One Development, Inc. will
demand payment on this $144,520 advance, however, should Metro One Development,
Inc. demand payment we would need additional capital to repay this obligation.
As part of our acquisition of assets from Metro One Development, Inc. (formerly
On The Go Healthcare, Inc.), we agreed to issue $250,000 worth our common stock
and two Promissory Notes in the amount of $1,005,000. On February 23, 2006, we
replaced the original Promissory Notes and issued Metro One Development, Inc.
two Secured Promissory Notes with a face value of $1,206,000. The increase from
$1,005,000 to $1,206,000 represents a full year of accrued interest. Although a
full year of interest had not yet accrued, we agreed to include interest of
$201,000 as opposed to $128,860 as consideration for replacing the original
note. The face value of these Secured Promissory Notes increased by 20% on July
3, 2007, resulting in a principal balance of $1,447,200 for the year ended July
31, 2007. On July 3, 2008 the face value of the Secured Promissory Notes will
increase by an additional 20%.  We must repay the Secured Promissory Notes on
March 11, 2009, one year after the Securities and Exchange Commission declared
our registration statement effective. The Secured Promissory Notes pay 20%
simple annual interest. We may prepay the Notes at any time with accrued
interest and without penalty.

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

Until 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.  However, demand
for our equity/debt instruments may not be sufficient to meet our capital needs
and financing may not be available on terms favorable to us. Raising funds by
selling debt or equity securities  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.
If we cannot raise additional capital, it is unlikely we will be able to pursue
our new business plan. If we cannot pursue our business plan, our operations
will be curtailed or will cease entirely and you may lose all of your
investment.



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
existing stockholders.  If additional funds are raised through issuance of debt
securities, these securities may have rights, preferences and privileges senior
to holders 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 providers of services
by issuance of our stock in lieu of cash, which may also result in dilution
to existing stockholders.


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<PAGE>

ITEM 3A(T). 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 of the end of the period covered by this quarterly report on
Form 10-QSB.  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.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act). Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that
the degree of compliance with policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including
our Chief Executive Officer and our Chief Financial Officer, we conducted an
assessment of the effectiveness of our internal control over financial
reporting as of October 31, 2008. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission ("COSO") in Internal Control-Integrated Framework as
supplemented by the COSO publication, Internal Control over Financial Reporting
- - Guidance for Smaller Public Companies. Based on this evaluation, our
management concluded that our internal control over financial reporting was
effective as of October 31, 2008 based on these criteria.
This quarterly report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this quarterly report.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that
occurred during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

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<PAGE>

                              PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We may be involved from time to time in ordinary litigation, negotiation and
settlement matters that will not have a material effect on our operations or
finances. We are not aware of any pending or threatened litigation against our
Company or our officers and directors in their capacity as such that could have
a material impact on our operations or finances.

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

In the three months ended October 31, 2008, we did not sell any unregistered
shares of equity securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

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

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

Exhibit Number          Description of Exhibit

3.1   Certificate of Incorporation (included as exhibit 3.1 to the Form SB-2
      filed August 29, 2005 and incorporated herein by reference).

3.2   By-laws (included as exhibit 3.2 to the Form SB-2 filed August 29, 2005
      and incorporated herein by reference).

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

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<PAGE>

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).

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

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

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



SIGNATURES

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

Dated: December 24, 2008                     Vital Products, Inc.


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




Dated: December 24, 2008                     By:/s/ Henry Goldberg
                                             ----------------------------
                                             Henry Goldberg, Chief Financial
                                             and Principal Accounting Officer
                                             and Director

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