UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~January~~April 3130, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No. 333-127915

VITAL PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

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

2404 Via Mariposa West, 1-A, Laguna Woods, California 92637

(Address of principal executive offices)

(949) 306-3110

(Registrant’s telephone number, including area code)

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 past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes o No o

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

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

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

As of ~~March~~June 1813, 2013, the Issuer had 579,296,457 shares of common stock issued and outstanding, par value $0.0001 per share.

VITAL PRODUCTS, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED ~~JANUARY~~APRIL 3130, 2013

TABLE OF CONTENTS

	PART I – FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)	~~F-1~~3
	Consolidated Balance Sheets as of January 31, 2013 and July 31, 2012	F-2
	Consolidated Balance Sheets as of April 30, 2013 and July 31, 2012	F-1
	Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended January 31, 2013 and 2012	F-3
	Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended April 30, 2013 and 2012	F-2
	Consolidated Statements of Cash Flows for the six months ended January 31, 2013 and 2012	F-4
	Consolidated Statements of Cash Flows for the nine months ended April 30, 2013 and 2012	F-3
	Notes to Consolidated Financial Statements	F-54
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	67
Item 4.T	Controls and Procedures.	67
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	67
Item 1A.	Risk Factors.	67
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds.	7
Item 3	Defaults Upon Senior Securities.	78
Item 4.	Mine Safety Disclosures.	78
Item 5.	Other Information.	78
Item 6.	Exhibits.	89
Signatures		910

PART I - FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

~~F-1~~3

VITAL PRODUCTS, INC.

VITAL PRODUCTS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
				April 30, 2013		July 31, 2012


ASSETS

Current assets
		Cash		$	9,604	$	1,050
		Accounts receivable – related party			187,374		128,320
		Inventory			187,306		115,213

			Total current assets		384,284		244,583

Total assets				$	384,284	$	244,583

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
	Accounts payable and accrued liabilities			$	467,570	$	324,594
	Accounts payable and accrued liabilities – related party				188,466		195,001
	Provision for sales returns				11,000		2,000
	Advances				88,143		86,040
	Convertible notes payable, net				303,615		244,403
	Advances from related parties				140,375		135,930

			Total current liabilities		1,199,169		987,968

			Total liabilities		1,199,169		987,968

Stockholders’ deficit
	Preferred Stock; $0.01 par value; authorized undesignated 900,000 shares, no shares issued and outstanding
	Series A Convertible Preferred Stock; $0.01 par value;100,000 shares authorized, 100,000 and 100,000 issued and outstanding, respectively				1,000		1,000
	Common stock; $0.0001 par value; 1,000,000,000 shares authorized and 579,296,457 and 579,296,457 issued and outstanding, respectively				57,930		57,930
	Additional paid-in capital				3,803,744		3,803,744
	Accumulated other comprehensive income				47,181		47,181
	Accumulated deficit				(4,708,826)		(4,629,191)
	Total Vital Products, Inc. stockholders’ deficit				(798,971)		(719,336)
	Noncontrolling interest				(15,914)		(24,049)
	Total deficit				(814,885)		(743,385)

			Total liabilities and deficit	$	384,284	$	244,583

~~CONSOLIDATED~~The accompanying notes are an integral part ~~BALANCE~~of ~~SHEETS~~these consolidated financial statements.

~~(Unaudited)~~F-1

	January 31, 2013				July 31, 2012
ASSETS
Current assets
Cash		$	2,757			$	1,050
Accounts receivable – related party			150,471				128,320
Inventory			137,971				115,213
Total current assets			291,199				244,583
Total assets		$	291,199			$	244,583
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities		$	377,710			$	324,594
Accounts payable and accrued liabilities – related party			191,621				195,001
Provision for sales returns			10,000				2,000
Advances			88,143				86,040
Convertible notes payable, net			288,059				244,403
Advances from related parties			142,574				135,930
Total current liabilities			1,098,107				987,968
Total liabilities			1,098,107				987,968
Stockholders’ deficit
Preferred Stock; $0.01 par value; authorized undesignated 900,000 shares, no shares issued and outstanding			—				—
Series A Convertible Preferred Stock; $0.01 par value;100,000 shares authorized, 100,000 and 100,000 issued and outstanding, respectively			1,000				1,000
Common stock; $0.0001 par value; 1,000,000,000 shares authorized and 579,296,457 and 579,296,457 issued and outstanding, respectively			57,930				57,930
Additional paid-in capital			3,803,744				3,803,744
Accumulated other comprehensive income			47,181				47,181
Accumulated deficit			(4,701,970	)			(4,629,191	)
Total Vital Products, Inc. stockholders’ deficit			(792,115	)			(719,336	)
Noncontrolling interest			(14,793	)			(24,049	)
Total deficit			(806,908	)			(743,385	)
Total liabilities and deficit		$	291,199			$	244,583

VITAL PRODUCTS, INC.

~~The~~CONSOLIDATED ~~accompanying~~STATEMENTS ~~notes~~OF ~~are~~OPERATIONS ~~an integral part~~AND ofCOMPREHENSIVE ~~these consolidated financial statements~~LOSS

~~F-2~~(Unaudited)

VITAL PRODUCTS, INC.

	For the three months ended April 30, 2013		For the three months ended April 30, 2012		For the nine months ended April 30, 2013		For the nine months ended April 30, 2012

Sales	$	628,706	$	43,112	$	1,718,258		$	53,537
Cost of sales		564,344		38,950		1,508,957			46,381
Gross profit		64,362		4,162		209,301			7,156

Operating expenses
Selling, general and administrative		62,688		49,500		233,821			100,059
Total expenses		62,688		49,500		233,821			100,009
Net operating loss		1,674		(45,338)		(24,520)			(92,903)

Other income (loss)
Financing costs		(30,916)		(109,288)		(98,092)			(182,336)
Gain on settlement of debt		15,360		27,528		38,880			67,928
Gain (loss) on currency exchange rate		5,905		6,694		12,232			(8,281)
Net loss		(7,977)		(120,404)		(71,500)			(215,592)
Net loss attributed to noncontrolling interest		1,121		(658)		(8,135)			(658)
Net (income) loss attributable to Vital Products, Inc.		(6,856)		(121,062)		(79,635)			(216,250)
Other comprehensive income (loss) Foreign currency translation adjustment		-		(17,360)		-			14,328
Comprehensive loss	$	(6,856)	$	(138,422)	$	(79,635)		$	(201,922)

Net loss attributable to Vital Products Inc. per common share, basic	$	(0.00)	$	(0.00)	$	(0.00)		$	(0.01)

Weighted average number of common shares outstanding – basic	579,296,457		102,385,345		579,296,457		33,829,302

~~CONSOLIDATED~~ The ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~are ~~AND COMPREHENSIVE~~an ~~LOSS~~integral part of these consolidated financial statements.

~~(Unaudited)~~F-2

	For the three months ended January 31, 2013		For the three months ended January 31, 2012			For the six months ended January 31, 2013			For the six months ended January 31, 2012
VITAL PRODUCTS, INC.
Sales	$	535,094	$	5,791		$	1,089,552			$	10,425
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cost of sales		459,995		4,677			944,613				7,431
(Unaudited)
Gross profit		75,099		1.114			144,939				2,994
				For the nine months ended April 30, 2013			For the nine months ended April 30, 2012
Operating expenses
Cash flows from operating activities
Selling, general and administrative		98,152		28,429			171,133				50,559
	Net loss			$	(71,500)		$	(215,592)
Total expenses		98,152		28,429			171,133				50.559
	Adjustments to reconcile net loss to cash used in operating activities
Net operating loss		(23,053)		(27,315)			(26,194)				(47,565)
		Stock-based compensation			-			21,200
Other income (loss)
		Accretion of debt discount and interest expense			98,092			182,336
Financing costs		(34,176)		(37,592)			(67,176)				(73,048)
		(Gain) loss on currency exchange			(12,232)			8,281
~~Gain on settlement of debt~~		~~23,520~~Gain on settlement of debt		~~35,600~~	(38,880)		~~23,520~~	(67,928)			~~40,400~~
Gain (loss) on currency exchange rate		(931)		(2,795)			6,327				(14,975)
	Change in operating assets and liabilities
Net loss		(34,640)		(32,102)			(63,523)				(95,188)
		Accounts receivable – related party			(59,054)			(28,310)
Net loss attributed to noncontrolling interest		4,362		-			(9,256)				-
		Inventory			(72,093)			(7,877)
Net loss attributable to Vital Products, Inc.		(30,278)		(32,102)			(72,779)				(95,188)
		Accounts payable and accrued liabilities			144,118			75,325
Other comprehensive income (loss) Foreign currency translation adjustment		-		3.730			-				31,688
		Provision for sales returns			9,000			-
Comprehensive loss	$	(30,278)	$	(28,372)		$	(72,779)			$	(63,500)
	Net cash used in operating activities				(2,549)			(32,565)
Net loss attributable to Vital Products Inc. per common share, basic	$	(0.00)	$	(0.11)		$	(0.00)			$	(0.32)
Cash flow from financing activities
Weighted average number of common shares outstanding – basic	579,296,457		296,457			579,296,457			296,457
		Advances			20,103			64,484
		Payments on advances			(18,000)			(34,135)
		Advances from related party			9,000			-
		Noncontrolling interest			-			200
	Net cash provided by financing activities				11,103			30,549
Foreign currency translation effect					-			(1,651)
Net change in cash					8,554			(3,667)
Cash, beginning of the period					1,050			3,867
Cash, end of the period				$	9,604		$	200

The accompanying notes are an integral part of these consolidated financial statements.

F-3

VITAL PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	For the six months ended January 31, 2013			For the six months ended January 31, 2012
Cash flows from operating activities
Net loss	$	(63,523	)	$	(95,188	)
Adjustments to reconcile net loss to cash used in operating activities
Accretion of debt discount and interest expense		67,176			73,048
(Gain) loss on currency exchange		(6,327	)		14,975
Gain on settlement of debt		(23,520	)		(40,400	)
Change in operating assets and liabilities
Accounts receivable – related party		(22,152	)		398
Inventory		(22,758	)		1,032
Accounts payable and accrued liabilities		53,707			14,326
Provision for sales returns		8,000			—
Net cash used in operating activities		(9,396	)		(31,809	)
Cash flow from financing activities
Advances		20,103			48,511
Payments on advances		(18,000	)		—
Advances from related party		9,000			—
Payments on related party advances		—			(19,300	)
Net cash provided by financing activities		11,103			29,211
Foreign currency translation effect		—			(1,227	)
Net change in cash		1,707			(3,825	)
Cash, beginning of the period		1,050			3,869
Cash, end of the period	$	2,757		$	44

VITAL PRODUCTS, INC.

~~The~~Notes ~~accompanying~~to ~~notes~~Consolidated ~~are~~Financial ~~an integral part of these consolidated financial statements~~Statements

~~F-4~~April 30, 2013 and 2012

~~VITAL PRODUCTS, INC.~~(Unaudited)

~~Notes~~NOTE to1 ~~Consolidated~~- ~~Financial~~NATURE ~~Statements~~OF OPERATIONS AND BASIS FOR PRESENTATION

~~January~~The 31accompanying unaudited interim consolidated financial statements of Vital Products, ~~2013~~Inc. have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. The interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended July 31, 2012 of Vital Products, Inc.

~~(Unaudited)~~The interim consolidated financial statements present the balance sheets, statements of operations and comprehensive loss and cash flows of Vital Products, Inc. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

~~NOTE~~The 1interim -financial ~~NATURE~~information OFis ~~OPERATIONS~~unaudited. In ~~AND~~the ~~BASIS~~opinion ~~FOR~~of ~~PRESENTATION~~management, all adjustments necessary to present fairly the financial position as of April 30, 2013 and the results of operations and cash flows presented herein have been included in the interim consolidated financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

~~The~~On ~~accompanying~~April ~~unaudited~~26, ~~interim~~2012, ~~consolidated financial~~we ~~statements~~entered ofinto a License Agreement with Vital Products Supplies, Inc. ~~have~~(“Vital ~~been~~Supplies”). ~~prepared~~Under ~~without~~the ~~audit~~terms ~~pursuant~~of the Agreement, we have the right to market the ~~rules~~products ~~and~~of ~~regulations~~Vital Supplies as well as the right of use of the ~~Securities~~facilities of Vital Supplies including but not limited to the sales and ~~Exchange~~distribution ~~Commission~~facilities. ~~requirements~~We ~~for~~agreed ~~interim~~to ~~financial~~pay ~~statements~~a fee of 1.5% ~~Therefore,~~of ~~they~~all dosales ~~not~~generated ~~include~~plus ~~all~~a management fee of 1.5% based on the ~~information~~total monies paid for employee salaries, benefits and commissions. The Company is responsible for all expenses that relate ~~footnotes~~to ~~required~~sales bygenerated ~~accounting~~under ~~principles~~the ~~generally~~License ~~accepted~~Agreement. inThe duration of the ~~United~~agreement ~~States~~is for ~~complete~~a ~~financial~~period ~~statements.~~of ~~The~~twelve ~~interim~~months commencing on April ~~consolidated~~26, ~~financial~~2012 ~~statements~~and ~~should~~thereafter beon ~~read~~a inmonth-by-month ~~conjunction~~basis ~~with~~unless ~~the~~sooner ~~annual~~terminated ~~consolidated~~by ~~financial~~Vital ~~statements~~Supplies as provided for in the ~~year~~agreement. ~~ended~~Vital ~~July~~Supplies 31may at any time in its sole discretion, ~~2012~~with ofsixty ~~Vital~~days ~~Products~~prior notice, ~~Inc~~terminate the agreement and revoke the license granted for any reason whatsoever and upon such termination we will immediately stop the use of the facilities as described.

The ~~interim~~Company ~~consolidated~~has ~~financial~~determined ~~statements present~~that ~~the~~Vital ~~balance~~Supplies is ~~sheets,~~a ~~statements~~Variable ofInterest ~~operations~~Entity and ~~comprehensive~~that ~~loss and cash flows of~~ Vital Products, Inc. ~~The~~is ~~financial statements~~the ~~have~~primary ~~been~~beneficiary. ~~prepared~~As insuch, ~~accordance~~Vital ~~with~~Supplies ~~accounting~~has ~~principles~~been ~~generally~~consolidated into ~~accepted in~~ the ~~United~~Company’s ~~States~~financial statements.

~~The~~NOTE ~~interim~~2 ~~financial~~- ~~information~~SIGNIFICANT isACCOUNTING unaudited. In the opinion of management, all adjustments necessary to present fairly the financial position as of January 31, 2013 and the results of operations and cash flows presented herein have been included in the interim consolidated financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.POLICIES

OnLiquidity April 26, 2012, we entered into a License Agreement with Vital Products Supplies, Inc. (“Vital Supplies”). Under the terms of the Agreement, we have the right to market the products of Vital Supplies as well as the right of use of the facilities of Vital Supplies including but not limited to the sales and ~~distribution~~Going facilities. We agreed to pay a fee of 1.5% of all sales generated plus a management fee of 1.5% based on the total monies paid for employee salaries, benefits and commissions. The Company is responsible for all expenses that relate to sales generated under the License Agreement. The duration of the agreement is for a period of twelve months commencing on April 26, 2012 and thereafter on a month-by-month basis unless sooner terminated by Vital Supplies as provided for in the agreement. Vital Supplies may at any time in its sole discretion, with sixty days prior notice, terminate the agreement and revoke the license granted for any reason whatsoever and upon such termination we will immediately stop the use of the facilities as described.Concern

~~The~~During ~~Company~~the ~~has~~nine ~~determined~~months ~~that~~ended ~~Vital~~April ~~Supplies~~30, 2013 isand a2012, ~~Variable~~the ~~Interest~~Company ~~Entity~~incurred losses of $79,635 and ~~that~~$216,922, ~~Vital~~respectively, ~~Products~~and cash used in operations was $2,549 ~~Inc~~and $32,565, respectively. isThe ~~the~~Company ~~primary~~financed ~~beneficiary.~~its Asoperations ~~such,~~through ~~Vital~~convertible ~~Supplies~~notes ~~has~~payable, ~~been~~advances ~~consolidated into~~from ~~the~~related ~~Company’s~~parties ~~financial~~and ~~statements~~vendors' credit.

~~NOTE~~Management 2believes -that ~~SIGNIFICANT~~the ~~ACCOUNTING~~current ~~POLICIES~~cash balance at April 30, 2013 and net cash proceeds from operations will not be sufficient to meet the Company's cash requirements for the next twelve months.

~~Liquidity~~Accordingly, these financial statements have been prepared on a going concern basis and ~~Going~~do ~~Concern~~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.

During the six months ended January 31, 2013 and 2012, the Company incurred losses of $72,779 and $95,188, respectively, and cash used in operations was $9,396 and $31,809, respectively. The Company financed its operations through convertible notes payable, advances from related parties and vendors' credit.F-4

~~Management~~These ~~believes~~conditions ~~that~~cause substantial doubt about the ~~current~~Company's ~~cash~~ability ~~balance at~~to ~~January~~continue ~~31,~~as ~~2013~~a going concern. A failure to continue as a going concern would require that stated amounts of assets and ~~net~~liabilities ~~cash~~be ~~proceeds~~reflected on a liquidation basis that could differ from ~~operations~~the ~~will~~going concern basis. The consolidated financial statements do not beinclude ~~sufficient~~any toadjustments ~~meet~~relating to the ~~Company's~~recoverability ~~cash~~and ~~requirements~~classification ~~for~~of recorded assets, or the ~~next~~amounts ~~twelve~~of ~~months~~and classification of liabilities that might be necessary in the event the company cannot continue in existence.

~~Accordingly,~~ACCOUNTING 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.PRINCIPLES

~~F-5~~The Company's accounting and reporting policies conform to generally accepted accounting principles in the United States. The consolidated financial statements are reported in United States dollars.

These conditions cause substantial doubt about the Company's ability to continue as a going concern. A failure to continue as a going concern would require that stated amounts of assets and liabilities be reflected on a liquidation basis that could differ from the going concern basis. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.CONSOLIDATION

~~ACCOUNTING~~The ~~PRINCIPLES~~consolidated financial statements include the accounts of the Company and its variable interest entity ("VIE") in which the Company is the primary beneficiary. Effective August 1, 2009, the Company adopted the accounting standards for non-controlling interests and reclassified the equity attributable to its non-controlling interests as a component of equity in the accompanying consolidated balance sheets. All significant intercompany balances and transactions have been eliminated in consolidation. See Note 3.

~~The Company~~Management's ~~accounting~~determination ~~and~~of ~~reporting~~the ~~policies~~appropriate ~~conform~~accounting method with respect to ~~generally~~the ~~accepted~~Company's variable interests is based on accounting ~~principles~~standards infor VIEs issued by the ~~United~~Financial Accounting ~~States~~Standards Board ("FASB"). The ~~consolidated~~Company ~~financial~~consolidates ~~statements~~any ~~are~~VIEs ~~reported~~ in which it is the primary beneficiary and discloses ~~United~~significant ~~States~~variable ~~dollars~~interests in VIEs of which it is not the primary beneficiary, if any.

~~CONSOLIDATION~~USE OF ESTIMATES

The preparation of consolidated financial statements ~~include~~ ~~the~~in ~~accounts~~conformity ofwith ~~the~~United ~~Company~~States ~~and~~generally ~~its~~accepted ~~variable~~accounting ~~interest~~principles ~~entity~~requires ~~("VIE")~~management into ~~which~~make ~~the~~estimates ~~Company~~and isassumptions that affect the ~~primary~~reported ~~beneficiary. Effective~~amounts ~~August~~of 1,assets ~~2009,~~and ~~the~~liabilities ~~Company~~and ~~adopted~~disclosure ~~the~~of ~~accounting~~contingent ~~standards~~assets ~~for~~and ~~non-controlling~~liabilities ~~interests~~at ~~and~~the ~~reclassified~~date ~~the~~of ~~equity~~the ~~attributable~~consolidated tofinancial ~~its~~statements ~~non-controlling~~and ~~interests~~the asreported aamounts ~~component~~ of ~~equity~~revenues inand expenses during the ~~accompanying~~year. ~~consolidated~~Actual ~~balance~~results ~~sheets~~could differ from those estimates. ~~All~~Significant ~~significant intercompany~~estimates ~~balances~~include ~~and~~amounts ~~transactions~~for ~~have~~impairment ~~been~~of ~~eliminated~~equipment, inshare ~~consolidation.~~based ~~See~~compensation, ~~Note~~inventory 3obsolescence and allowance for doubtful accounts.

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

~~USE~~After OFoperations ~~ESTIMATES~~of the Company moved from Ontario, Canada to California, the Company reviewed its functional currency and determined that it was appropriate to change the functional currency to the U.S. dollar from the Canadian dollar May 1, 2012.

~~The~~Prior ~~preparation~~to ofMay ~~consolidated~~1, ~~financial~~2012, ~~statements in~~our ~~conformity~~financial ~~with United States generally accepted accounting principles requires management to make estimates and assumptions~~information ~~that~~was ~~affect~~translated ~~the~~into ~~reported~~U.S. ~~amounts~~dollars ofusing ~~assets~~exchange ~~and~~rates ~~liabilities~~in ~~and~~effect ~~disclosure~~at ofperiod-end. ~~contingent~~The ~~assets~~income ~~and~~statement ~~liabilities~~is translated at the average year-to-date ofexchange ~~the consolidated financial statements and the reported amounts of revenues and expenses during the year~~rate. ~~Actual~~Adjustments ~~results~~resulting ~~could differ~~ from ~~those~~translation ~~estimates.~~of ~~Significant~~foreign ~~estimates~~exchange ~~include~~are ~~amounts~~included ~~for~~as ~~impairment~~a component of ~~equipment,~~other ~~share based compensation, inventory obsolescence~~comprehensive ~~and~~income ~~allowance~~within ~~for~~stockholders' ~~doubtful accounts~~deficit.

~~FOREIGN~~VALUATION ~~CURRENCY~~OF ~~TRANSLATION~~LONG-LIVED ASSETS

~~After~~We ~~operations~~assess of the ~~Company~~recoverability ~~moved~~of ~~from~~long-lived ~~Ontario,~~assets ~~Canada~~whenever toevents ~~California,~~or ~~the~~changes ~~Company~~in ~~reviewed~~business ~~its~~circumstances ~~functional~~indicate ~~currency~~that ~~and~~the ~~determined~~carrying ~~that~~value itmay ~~was~~not ~~appropriate~~be torecoverable. ~~change~~An ~~the~~impairment ~~functional~~loss ~~currency~~is torecognized when the ~~U.S.~~sum ~~dollar~~of ~~from~~the expected undiscounted net cash flows over the ~~Canadian~~remaining ~~dollar~~useful ~~May~~life 1,is ~~2012~~less than the carrying amount of the assets.

~~Prior to May 1, 2012, our financial information was translated into U.S. dollars using exchange rates in effect at period~~F-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.5

~~VALUATION~~REVENUE ~~OF LONG-LIVED ASSETS~~RECOGNITION

WeThe ~~assess~~Company ~~the~~recognizes ~~recoverability~~revenue ofin ~~long-lived~~accordance ~~assets~~with ~~whenever~~FASB ~~events~~ASC orSubtopic ~~changes~~605, inRevenue ~~business~~Recognition. ~~circumstances~~Under ~~indicate~~FASB ~~that~~ASC ~~the~~Subtopic ~~carrying~~605, ~~value~~revenue ~~may~~is ~~not~~recognized beat ~~recoverable.~~the Anpoint ~~impairment~~of passage to the customer of title and risk of loss, there is ~~recognized~~persuasive ~~when~~evidence ~~the~~of ~~sum~~an ofarrangement, the ~~expected~~sales ~~undiscounted~~price ~~net~~is ~~cash~~determinable, ~~flows~~and ~~over~~collection of the ~~remaining~~resulting ~~useful~~receivable ~~life~~ is ~~less~~reasonably ~~than~~assured. The Company generally recognizes revenue at the ~~carrying~~time of delivery of goods. Sales ~~amount~~are reflected net of ~~the~~sales ~~assets~~taxes, discounts and returns.

~~F-6~~CASH AND CASH EQUIVALENTS

~~REVENUE~~Cash ~~RECOGNITION~~equivalents consist of highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. At April 30, 2013 and July 31, 2012, cash equivalents amounted to $0.

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

~~CASH~~The ~~AND~~Company ~~CASH~~records ~~EQUIVALENTS~~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. At April 30, 2013 and July 31, 2012, the allowance for doubtful accounts amounted to $0.

~~Cash~~FAIR ~~equivalents~~VALUE ~~consist~~OF ofFINANCIAL highly liquid investments with maturities of three months or less when purchased. Cash and cash equivalents are on deposit with financial institutions without any restrictions. At January 31, 2013 and July 31, 2012, cash equivalents amounted to $0.INSTRUMENTS

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

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. At January 31, 2013 and July 31, 2012, the allowance for doubtful accounts amounted to $0.INVENTORY

~~FAIR~~Inventory ~~VALUE~~comprises OFfinished ~~FINANCIAL~~goods ~~INSTRUMENTS~~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.

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

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

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.F-6

~~STOCK-BASED~~LOSS ~~COMPENSATION~~PER SHARE

~~The Company follows~~ FASB ASC Subtopic ~~718~~260, ~~Stock~~ ~~Compensation~~Earnings Per Share, provides for ~~accounting~~the ~~for~~calculation ~~stock-based~~of ~~compensation.~~"Basic" ~~The~~and ~~guidance~~"Diluted" ~~requires~~earnings ~~that~~per ~~new,~~share. ~~modified~~Basic ~~and~~earnings ~~unvested~~per share~~-based payment~~ ~~transactions~~is ~~with~~computed by ~~employees,~~dividing ~~such~~net asloss ~~grants~~available ofto ~~stock~~common ~~options~~shareholders ~~and~~by ~~restricted~~the ~~stock,~~weighted beaverage ~~recognized~~number inof ~~the~~common ~~consolidated~~shares ~~financial statements~~outstanding ~~based~~for onthe ~~their~~period. All ~~fair~~potentially ~~value~~dilutive atsecurities ~~the~~have ~~grant~~been ~~date~~excluded ~~and~~from ~~recognized~~the ascomputations ~~compensation~~since ~~expense~~they ~~over~~would ~~their~~be ~~vesting periods~~antidilutive. ~~The~~However, ~~Company~~these dilutive ~~also~~securities ~~follows~~could ~~the~~potentially ~~guidance~~dilute ~~for~~earnings ~~equity~~per ~~instruments~~share ~~issued~~in tothe ~~consultants~~future.

~~F-7~~COMPREHENSIVE INCOME

~~LOSS~~The ~~PER~~Company ~~SHARE~~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 operations and comprehensive loss and in the balance sheet as a component of stockholders' deficit.

~~FASB~~RECENT ~~ASC~~ACCOUNTING 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.PRONOUNCEMENTS

~~COMPREHENSIVE~~There ~~INCOME~~have been no recent accounting pronouncements or changes in accounting pronouncements that impacted the third quarter of fiscal 2013, or which are expected to impact future periods that were not already adopted and disclosed in prior periods.

~~The~~NOTE ~~Company~~3 ~~has~~- ~~adopted~~VARIABLE ~~FASB~~INTEREST 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 operations and comprehensive loss and in the balance sheet as a component of stockholders' deficit.ENTITY

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

~~There~~On ~~have~~April ~~been~~26, no2012, ~~recent~~we ~~accounting~~entered ~~pronouncements~~into a License orAgreement ~~changes~~with inVital ~~accounting~~Products ~~pronouncements~~Supplies, ~~that~~Inc. ~~impacted~~(“Vital ~~the~~Supplies”). ~~second~~Under ~~quarter~~the terms of ~~fiscal~~the ~~2013~~Agreement, orwe ~~which~~have ~~are~~the ~~expected~~right to market the products of Vital Supplies as well as the right of use of the facilities of Vital Supplies including but not limited to ~~impact~~the ~~future~~sales and distribution facilities. We agreed to pay a fee of 1.5% of all sales generated plus a management fee of 1.5% based ~~periods~~on the total monies paid for employee salaries, benefits and commissions. The Company is responsible for all expenses that ~~were~~relate to ~~not~~sales ~~already~~generated ~~adopted~~under the License Agreement. The duration of the agreement is for a period of twelve months commencing on April 26, 2012 and ~~disclosed~~thereafter on a month-by-month basis unless sooner terminated by Vital Supplies as provided for in the agreement. Vital Supplies may at any time in its sole discretion, with sixty days prior ~~periods~~notice, terminate the agreement and revoke the license granted for any reason whatsoever and upon such termination we will immediately stop the use of the facilities as described.

~~NOTE~~We 3have -determined ~~VARIABLE~~that ~~INTEREST~~we ~~ENTITY~~are the primary beneficiary of Vital Supplies as our interest in the entity is subject to variability based on results from operations and changes in the fair value.

~~Following~~The isresults aof ~~description~~operations offor ~~our~~Vital ~~financial~~Supplies ~~interests~~have inbeen aincluded ~~variable~~in ~~interest~~the ~~entity~~financial ~~that~~statements weof ~~consider~~the ~~significant,~~Company. ~~those~~The ~~for~~Company ~~which~~did wenot ~~have~~pay ~~determined~~consideration ~~that~~to weenter ~~are~~into the ~~primary~~License ~~beneficiary~~Agreement. ofThe ~~the~~acquisition ~~entity~~has ~~and,~~been ~~therefore,~~accounted ~~have~~for ~~consolidated~~using the ~~entity~~purchase ~~into~~method ~~our~~as ~~financial statements.~~follows:

On April 26, 2012, we entered into a License Agreement with Vital Products Supplies, Inc. (“Vital Supplies”). Under the terms of the Agreement, we have the right to market the products of Vital Supplies as well as the right of use of the facilities of Vital Supplies including but not limited to the sales and distribution facilities. We agreed to pay a fee of 1.5% of all sales generated plus a management fee of 1.5% based on the total monies paid for employee salaries, benefits and commissions. The Company is responsible for all expenses that relate to sales generated under the License Agreement. The duration of the agreement is for a period of twelve months commencing on April 26, 2012 and thereafter on a monthF-by-month basis unless sooner terminated by Vital Supplies as provided for in the agreement. Vital Supplies may at any time in its sole discretion, with sixty days prior notice, terminate the agreement and revoke the license granted for any reason whatsoever and upon such termination we will immediately stop the use of the facilities as described.7

We have determined that we are the primary beneficiary of Vital Supplies as our interest in the entity is subject to variability based on results from operations and changes in the fair value.

Cash	$	200
Non-controlling interest		(200)
	$	-

~~The~~Vital ~~results~~Products ofSupplies, ~~operations~~Inc. ~~for~~– ~~Vital~~At ~~Supplies~~April ~~have~~30, ~~been~~2013 ~~included~~our inconsolidated ~~the~~balance ~~financial~~sheet ~~statements~~recognizes current assets of ~~the~~$381,733 ~~Company.~~and ~~The~~accounts ~~Company~~payable ~~did~~and ~~not~~accrued ~~pay~~liabilities ~~consideration~~of $397,647 related to ~~enter~~our ~~into~~interests ~~the~~in ~~License Agreement~~Vital Supplies. ~~The~~Our ~~acquisition~~statement ~~has~~of ~~been~~operations ~~accounted~~recognizes ~~for~~sales ~~using~~of $1,718,258, cost of sales of $1,508,957 and selling, general and administrative expenses of $233,821 related to our interest in Vital Supplies for the ~~purchase~~period ~~method~~from asAugust 1, ~~follows:~~2012 to April 30, 2013.

Cash	$	200
Non-controlling interest		(200)
	$	-

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

F-8

	Original Date of Issuance	Maturity Date		April 30, 2013		July 31, 2012
Promissory Note 7	May 27, 2010	May 26, 2013	$	53,280	$	53,280
Promissory Note 9	November 29, 2010	November 28, 2013		70,560		58,800
Promissory Note 12	April 7, 2011	April 6, 2013		46,080		38,400
Promissory Note 13	February 24, 2012	February 23, 2013		81,723		27,241
Interest				24,612		23,773
Accretion				27,360		42,909
			$	303,615	$	244,403

~~Vital~~As ~~Products~~of ~~Supplies, Inc.~~April ~~– At January 31~~30, 2013 ~~our~~and ~~consolidated~~July ~~balance sheet recognizes current assets of $285~~31,~~380,~~ ~~and~~2012 ~~accounts~~ notes payable ~~and accrued~~are ~~liabilities~~recorded ofnet ~~$309,173 related to our interests in Vital Supplies. Our statement~~ of ~~operations~~unamortized ~~recognizes~~debt ~~sales~~discount of $166,~~089,552, cost~~324 ~~of sales of $944,613~~ and ~~selling, general and administrative expenses of~~ $~~135~~78,~~683 related to our interest in Vital Supplies for the period from August 1~~088, ~~2012 to January 31, 2013~~respectively.

~~NOTE~~Each 4of -the ~~NOTES~~notes ~~PAYABLE~~bears TOinterest ~~THE~~at ~~CELLULAR~~20% ~~CONNECTION~~per annum ~~LTD~~and allow for the lender to secure a portion of the Company assets up to 200% of the face value of the note and mature one year from the day of their respective issuance. ~~AND~~Unless ~~LARRY~~otherwise indicated, the holder has the right to convert the Notes plus ~~BURKE~~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.

	Original Date of Issuance	Maturity Date		January 31, 2013		July 31, 2012
Promissory Note 7	May 27, 2010	May 26, 2013	$	53,280	$	53,280
Promissory Note 9	November 29, 2010	November 28, 2013		70,560		58,800
Promissory Note 12	April 7, 2011	April 6, 2013		38,400		38,400
Promissory Note 13	February 24, 2012	February 23, 2013		27,241		27,241
Interest				33,894		23,773
Accretion				64,684		42,909
			$	288,059	$	244,403

On November 29, 2012, Promissory Note 9 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 $23,520 gain.

AsOn ofApril ~~January 31~~7, 2013, ~~and~~Promissory ~~July~~Note ~~31,~~12 ~~2012~~renewed for ~~notes~~an additional year under the terms outlined in the original Note. The modification of the Note upon renewal has been accounted ~~payable~~for ~~are~~as ~~recorded~~debt ~~net~~extinguishment and the issuance of ~~unamortized~~a new debt ~~discount~~instrument. Accordingly, in connection with extinguishment of ~~$53~~the original debt,~~248~~ ~~and~~the Company recognized a $7815,~~088,~~360 ~~respectively~~gain.

~~Each~~NOTE of5 ~~the~~- notes bears interest at 20% per annum and allow for the lender to secure a portion of the Company assets up to 200% of the face value of the note and mature one year from the day of their respective issuance. Unless otherwise indicated, the holder has the right to convert the Notes plus accrued interest into shares of the Company's common stock at any time prior to the maturity date. The number of common stock to be issued will be determined using a conversion price based on 75% of the average of the lowest closing bid price during the fifteen trading days immediately prior to conversion.ADVANCES

OnAdvances ~~November~~from ~~29,~~a ~~2012,~~non-related ~~Promissory~~party ~~Note 9 renewed~~ for anbusiness ~~additional~~expenses ~~year~~are ~~under the terms outlined in the original Note. The modification of the Note upon renewal has been accounted~~non-interest ~~for~~bearing, asunsecured ~~debt extinguishment~~ and ~~the~~have ~~issuance~~no-specific ofterms ~~a new debt instrument. Accordingly, in connection with extinguishment~~ of ~~the original debt, the Company recognized a $23,520 gain~~repayment.

NOTE 56 - ~~ADVANCES~~RELATED PARTY BALANCES AND TRANSACTIONS

~~Advances~~During ~~from~~the anine ~~non-related~~months ~~party~~ended ~~for~~April ~~business~~30, 2013 ~~expenses~~and ~~are~~2012, ~~non-interest~~the Company had sales of $1,718,258 and $53,537, respectively, and as of April 30, 2013 and July 31, 2012 ~~bearing~~accounts receivable of $187,374 ~~unsecured~~and $128,320, respectively, all with Century Computer Products, Inc. ("Century") and Reliable Printing Solutions, Inc. ("Reliable"). Aaron Shrira, the sole shareholder of Vital Supplies, is a 50% shareholder of both Century and Reliable. Vital Supplies is a consolidated subsidiary of Vital Products. We have ~~no-specific~~determined that ~~terms~~we are the primary beneficiary of ~~repayment~~Vital Supplies as our interest in the entity is subject to variability based on results from operations and changes in the fair value.

~~NOTE 6~~ F- ~~RELATED PARTY BALANCES AND TRANSACTIONS~~8

~~During~~At ~~the~~April ~~six~~30, ~~months~~2013 ~~ended~~and ~~January~~July 31, ~~2013 and~~ 2012, the Company has ~~had~~advances ~~sales~~ of $19,~~089,552~~000 and $100,~~425,~~ respectively, ~~and~~due asto ~~of January 31, 2013 and July 31, 2012 accounts receivable of $150,472 and $128,320, respectively, all with~~ Century ~~Computer Products, Inc~~. ~~("Century")~~The ~~and~~advances ~~Reliable Printing~~are ~~Solutions,~~non-interest ~~Inc. ("Reliable"). Aaron Shrira~~bearing, ~~the~~unsecured ~~sole shareholder of Vital Supplies, is a 50% shareholder of both Century~~ and ~~Reliable. Vital Supplies is a consolidated subsidiary of Vital Products. We~~ have ~~determined~~no ~~that we are the primary~~specific ~~beneficiary~~terms of ~~Vital Supplies as our interest in the entity is subject to variability based on results from operations and changes in the fair value~~repayment.

AtFor ~~January~~the 31nine months ended April 30, 2013 and 2012, the Company had rent expense totaling $0 and $26,884, respectively and as of April 30, 2013 and July 31, 2012, ~~the~~advances due ~~Company~~of ~~has~~$30,822 ~~advances~~and of$31,891, respectively, and outstanding payables totaling $9188,~~000~~466 and $0195,001, respectively, ~~due~~all towith ~~Century~~Zynpak Packaging Inc. in which the Company's former Chief Executive Officer has a majority ownership interest. The ~~advances~~balances are non-interest bearing, unsecured and have no ~~specific~~specified terms of repayment.

~~For~~As ~~the~~of ~~six~~April ~~months~~30, ~~ended~~2013 ~~January~~and July 31, ~~2013 and~~ 2012, the Company ~~had~~has ~~rent~~advances ~~expense~~of ~~totaling~~ $0100,553 and $17104,~~950~~039, respectively, ~~and~~due asto ofDen ~~January~~Packaging ~~31,~~Corporation ~~2013~~in ~~and~~which ~~July~~the ~~31,~~Company's ~~2012~~former ~~advances~~Chief ~~due~~Executive ofOfficer ~~$31,338~~has ~~and~~a ~~$31,891,~~majority ~~respectively,~~ownership ~~and~~interest. ~~outstanding~~The ~~payables~~balances ~~totaling~~are ~~$191~~non-interest bearing,~~621~~ unsecured and ~~$195,001,~~have ~~respectively,~~no ~~all~~specified ~~with~~terms of ~~Zynpak~~repayment.

~~F-9~~NOTE 7 – CONVERTIBLE PREFERRED AND CAPITAL STOCK

~~Packaging~~Each ~~Inc.~~Series inA ~~which~~Preferred Stock is convertible at any time, at the ~~Company's~~option ~~former~~of the holder, into 100 shares of common stock. Series A Preferred Stocks carry voting rights equal ~~Chief~~to ~~Executive~~the ~~Officer~~number ~~has~~of acommon ~~majority~~shares ~~ownership~~into ~~interest~~which the preferred stock can be converted, multiplied by 30. ~~The~~Upon ~~balances~~any ~~are~~liquidation, ~~non~~dissolution or winding-~~interest~~up ~~bearing~~of the Company, ~~unsecured~~the ~~and~~Holders ~~have~~shall nobe ~~specified~~entitled to receive out of the assets of the Company, whether such assets are ~~terms~~capital or surplus, for each share of ~~repayment~~Preferred Stock an amount equal to the holder's pro rata share of the assets and funds of the Company.

AsNOTE of8 January 31, 2013 and July 31, 2012, the Company has advances of $102,236 and $104,039, respectively, due to Den Packaging Corporation in which the Company's former Chief Executive Officer has a majority ownership interest. The balances are non-~~interest~~ ~~bearing,~~RISK ~~unsecured and have no specified terms of repayment.~~MANAGEMENT

~~NOTE~~Foreign 7Exchange ~~– CONVERTIBLE PREFERRED AND CAPITAL STOCK~~Risk

~~Each~~At ~~Series~~April A30, ~~Preferred~~2013 ~~Stock~~and isJuly ~~convertible at~~31, ~~any time~~2012, at the ~~option~~Company had oftrade ~~the~~payables ~~holder,~~and ~~into~~advances ~~100 shares~~ of ~~common stock. Series A Preferred Stocks carry voting rights equal to the number of common shares into which the preferred stock can be converted~~$364,997 ~~multiplied~~and ~~by 30. Upon any liquidation~~$364,997, ~~dissolution or winding-up of the Company~~respectively, ~~the~~due ~~Holders~~in ~~shall~~Canadian bedollars. ~~entitled~~The ~~to receive out of the assets of the~~ Company, ~~whether~~does ~~such~~not ~~assets~~use ~~are~~derivative ~~capital~~instruments ~~or surplus, for each share of Preferred Stock an amount equal~~ to ~~the~~hedge ~~holder's~~its ~~pro~~foreign ~~rata~~exchange ~~share of the assets and funds of the Company~~risk.

~~NOTE~~Concentration ~~8 - RISK MANAGEMENT~~Risk

~~Foreign~~The ~~Exchange~~Company ~~Risk~~is subject to risk of non-payment on its trade accounts receivable. For the nine months ended April 30, 2013, the company has few customers. Two related party customers, Reliable Printing and Century Computer, represent 100% of the total outstanding accounts receivable and those same two related party customers represent 100% of total sales. Management consistently monitors its client credit terms with customers to reduce credit risk exposure.

AtFor ~~January~~the ~~31,~~nine ~~2013~~months ~~and~~ended ~~July~~April 3130, ~~2012~~2013, the ~~Company~~ ~~had~~company ~~trade payables and advances of $364,997 and $364,997, respectively, due in Canadian dollars. The Company does not use~~purchased ~~derivative instruments to hedge~~ its ~~foreign~~inventory ~~exchange~~from ~~risk~~many vendors.

~~Concentration Risk~~F-9

The Company is subject to risk of non-payment on its trade accounts receivable. For the six months ended January 31, 2013, the company has few customers. Two related party customers, Reliable Printing and Century Computer, represent 100% of the total outstanding accounts receivable and those same two related party customers represent 100% of total sales. Management consistently monitors its client credit terms with customers to reduce credit risk exposure.

For the six months ended January 31, 2013, the company purchased its inventory from many vendors.

F-10

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 2, 2012, for the year ended July 31, 2012, 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 2, 2012, for the year ended July 31, 2012.

OVERVIEW

Vital Products, Inc. (the "Company") was incorporated in the State of Delaware on May 27, 2005. On July 5, 2005, the Company purchased the Childcare Division of Metro One Development, Inc., (formerly On The Go Healthcare, Inc.) which manufactured and distributed infant care products. There are no material assets or revenues that relate to the discontinued Childcare Division.

On April 26, 2012, we entered into a License Agreement with Vital Products Supplies, Inc. (“Vital Supplies”). Under the terms of the Agreement, we have the right to market the products of Vital Supplies as well as the right of use of the facilities of Vital Supplies including but not limited to the sales and distribution facilities. We agreed to pay a fee of 1.5% of all sales generated plus a management fee of 1.5% based on the total monies paid for employee salaries, benefits and commissions. The Company is responsible for all expenses that relate to sales generated under the License Agreement. The duration of the agreement is for a period of twelve months commencing on April 26, 2012 and thereafter on a month-by-month basis unless sooner terminated by Vital Supplies as provided for in the agreement. Vital Supplies may at any time in its sole discretion, with sixty days prior notice, terminate the agreement and revoke the license granted for any reason whatsoever and upon such termination we will immediately stop the use of the facilities as described.

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

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to us and on various other assumptions that management believes to be reasonable under the circumstances. Actual results could vary from those estimates and we may change our estimates and assumptions in future evaluations. Changes in these estimates and assumptions may have a material effect on our financial condition and results of operations. We believe that these critical accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements. For a discussion of our significant accounting policies and estimates, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presented in our 2012 Annual Report on Form 10-K filed on November 2, 2012.

There were no newly identified significant accounting estimates during the ~~six~~nine months ended ~~January~~April 3130, 2013, nor were there any material changes to the critical accounting policies and estimates discussed in our 2012 Annual Report on Form 10-K.

EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS

There have been no recent accounting pronouncements or changes in accounting pronouncements that impacted the second quarter of fiscal 2013, or which are expected to impact future periods, that were not already adopted and disclosed in prior periods.

RESULTS OF OPERATIONS

COMPARISON OF RESULTS FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JANUARY~~APRIL 3130, 2013 AND 2012

REVENUES:

We had revenues of $~~535~~628,~~094~~706 and $1,~~089~~718,~~552~~258 for the three and ~~six~~nine months ended ~~January~~April 3130, 2013 as compared to revenue of $543,~~791~~112 and $1053,~~425~~537 for the three and ~~six~~nine months ~~ended~~ ~~January~~ended 31April 30, 2012. The increase in revenues was primarily the result of the License Agreement with Vital Supplies on April 26, 2012. As a result of the License Agreement, the Company has determined that it is the primary beneficiary Vital Supplies, a Variable Interest Entity, and Vital Supplies has been fully consolidated in our financial statements.

COST OF SALES:

Our cost of sales for the three and ~~six~~nine months ended ~~January~~April 3130, 2013 and 2012 was $~~459~~564,~~995~~344 and $~~944~~1,~~613~~508,957, as compared to cost of sales of $438,~~677~~950 and $746,~~431~~381 for the three and ~~six~~nine months ended ~~January~~April 3130, 2012. The increase in cost of sales as compared to the previous quarter was primarily the result of the License Agreement with Vital Supplies on April 26, 2012.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:

Our selling, general and administrative and consulting costs were $9862,~~152~~688 and $~~171~~233,~~133~~821 for the three and ~~six~~nine months ended ~~January~~April 3130, 2013 and 2012, as compared to selling, general and administrative and consulting costs of 28$49,~~429~~500 and $50100,~~559~~059 for the three and ~~six~~nine months ended ~~January~~April 3130, 2012. The increase in selling, general and administrative expenses as compared to the previous quarter was primarily the result of the License Agreement with Vital Supplies on April 26, 2012.

NET LOSS:

Our net loss ~~attributed to Vital Products, Inc.~~ for the three and ~~six~~nine months ended ~~January~~April 3130, 2013 was $347,~~640~~977 and $6371,~~523~~500, as compared to net loss ~~attributed to Vital Products, Inc.~~ of $32120,~~102~~404 and $95215,~~188~~592 for the three and ~~six~~nine months ended April ~~January 31~~30, 2012. The decrease ofin the net loss compared to the prior period was primarily due to the increase in sales ~~comparable to the prior period. Finance costs were $34,176~~ and ~~$67,176~~a ~~for the three~~decrease ~~and~~in ~~six~~finance ~~months~~costs ~~ended~~related ~~January 31, 2013, respectively, relates~~ to ~~interest accretion expense on~~ convertible notes payable.

TOTAL ASSETS:

Our total assets as of ~~January~~April 3130, 2013 were $~~291~~384,~~199~~284, an increase of $46139,~~616~~701, as compared to the fiscal year ended July 31, 2012 which was $244,583. Our total liabilities as of ~~January~~April 3130, 2013 were $1,~~098~~199,~~107~~169, an increase of $~~110~~211,~~139~~201, as compared to $987,968 as of July 31, 2011. The increase in our total liabilities compared to July 31, 2011 was primarily the result of the increased advances from loans, related parties and vendors.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~January~~April 3130, 2013, we had total current assets of $~~291~~384,~~199~~284 and total current liabilities of $1,~~098~~119,~~107~~169, resulting in a working capital deficit of $~~806~~814,~~908~~885. At the end of the quarterly period ending ~~January~~April 3130, 2013, we had cash of $29,~~757~~604. Our cash flow used in operating activities for the ~~six months~~nine months ended ~~January~~April 3130, 2013 iswas $92,~~396~~549. 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~~nine months ended ~~January~~April 3130, 2013 was $11,103. 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~~ for the next 12 months. However, we may not be successful in raising the necessary capital to fund our operations. In addition to the amounts needed to fund our operations, we will need to generate an additional $500,000 to cover our current liabilities for the next 12 months.

As of ~~January~~April 3130, 2013, we have $~~288~~303,~~059~~615 of ~~convertible~~ convertible notes payable due to The Cellular Connection Ltd. and Larry Burke. The aggregate amount due under the four convertible ~~secured~~ secured promissory notes with an aggregate face amount of $~~341~~369,~~307~~939. Convertible notes payable are recorded on our balance sheet net of debt discount of $5366,~~248~~624. We issued these notes to The Cellular Connection Ltd. and Larry Burke during 2012, 2011, 2010 and 2009. The carrying value of convertible notes payable of $~~288~~303,~~059~~615 includes accreted interest totaling $9851,~~578~~972 and actual loan ~~amount~~ amount totaling $~~189~~251,~~481~~643.

The convertible secured promissory notes accrue interest at a rate of 20% per year and have maturity dates as disclosed in Note 4 ofto the consolidated financial statements for the period ended ~~January~~April 3130, 2013. The outstanding face amount of the convertible secured promissory notes increase by 20% in 2011, an additional 20% in 2012 and again on each one year anniversary after 2012 until the notes have been paid in full. The notes entitle the holder to convert the note, plus accrued interest, any time prior to the maturity date, at 75% of the average of the lowest closing bid price during the fifteen trading days immediately preceding the conversion date.

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

Until we are able to generate positive cash flows from operations in an amount sufficient to cover our current liabilities and debt obligations as they become due, if ever, we will remain reliant on borrowing funds or selling equity. We intend to raise funds through the issuance of debt or equity. Raising funds in this manner typically requires much time and effort to find accredited investors, and the terms of such an investment must be negotiated for each investment made. There is a risk that such additional financing may not be available, or may not be available on acceptable terms, and the inability to obtain additional financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for capital equipment, production, design or marketing of our products, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations. We may not be able to raise sufficient funds to meet our obligations. If we do not raise sufficient funds, our operations will be curtailed or will cease entirely and you may lose all of your investment.

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

OFF-BALANCE SHEET ARRANGEMENTS

As of ~~January~~April 3130, 2013, 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. 9.

ITEM 4T. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Principal Executive Officer and our Principal 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 not 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 Principal Executive Officer and our Principal 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~~April 3130, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2012.

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

~~During the quarter ended January 31, 2013, we did not sell any unregistered securities.~~7

During the quarter ended April 30, 2013, we did not sell any unregistered securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

During the quarter ended ~~January~~April 3130, 2013, we did not have any defaults upon senior securities.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

Exhibit No.		Description of Exhibit
3.1		Certificate of Incorporation (included as exhibit 3.1 to the Form SB-2 filed August 29, 2005 and incorporated herein by reference).
3.2		By-laws (included as exhibit 3.2 to the Form SB-2 filed August 29, 2005 and incorporated herein by reference).
4.1		Form of Stock Certificate (included as exhibit 4.1 to the Form SB-2 filed October 26, 2006 and incorporated herein by reference).
4.2		Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, dated April 20, 2009 (included as exhibit 4.1 to the Form 8-K filed April 24, 2009 and incorporated herein by reference).
10.1		Asset Sale Agreement between the Company and On The Go Healthcare, Inc. dated July 5, 2005 (included as exhibit 10.3 to the Form SB-2 filed August 29, 2005 and incorporated herein by reference).
10.2		Secured Promissory Note between the Company and On The Go Healthcare, Inc. dated February 23, 2006 (included as exhibit 10.2 to the Form SB-2 filed February 24, 2006 and incorporated herein by reference).
10.3		Secured Promissory Note between the Company and On The Go Healthcare, Inc. dated February 23, 2006 (included as exhibit 10.3 to the Form SB-2 filed February 24, 2006 and incorporated herein by reference).
10.4		Secured Promissory Note between the Company and The Cellular Connection Ltd. dated January 20, 2009 (included as exhibit 10.5 to the Form 10-Q filed March 20, 2009 and incorporated herein by reference).
10.5		Convertible Promissory Note between the Company and Metro One Development, Inc. dated June 18, 2009 (included as exhibit 10.5 to the Form 10-Q filed June 19, 2009 and incorporated herein by reference).
10.6		Secured Promissory Note between the Company and The Cellular Connection Ltd. dated April 30, 2009 (included as exhibit 10.6 to the Form 10-Q filed June 19, 2009 and incorporated herein by reference).
31.1		Certification of Principal Executive Officer and Principal 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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	VITAL PRODUCTS, INC.
Dated: March 18, 2013
Dated: June 13, 2013
	By:	/s/ James McKinney
		Name:	James McKinney
		Title:	Principal Executive Officer, Principal Financial Officer and Director

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