SecProbe.io

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Room 4561

	September 2, 2005

Mr. Michael Levine
President
Vital Products, Inc.
35 Adesso Drive
Concord, Ontario L4K 3C7
Canada

Re:	Vital Products, Inc.
	Registration Statement on Form SB-2 filed August 29, 2005
	File No. 333-127915

Dear Mr. Levine:

	This is to advise you that a preliminary review of the above
registration statement indicates that it fails in various respects
to
comply with the requirements of the Securities Act, the rules and
regulations under that Act and the requirements of the form.  For
this reason, we will not perform a detailed examination of the
registration statement, and we will not issue any comments other
than
the comments specified below because to do so would delay the
review
of other disclosure documents that do not appear to contain
comparable deficiencies.

General

1. We note that 40,000,000 of the 45,250,000 shares of common
stock
being registered relate to an equity line financing arrangement
with
Duchess Private Equities.  We further note that your shares of
common
stock are not currently traded.  In light of this factual context,
a
binding contractual commitment for the sale of shares under the
equity line was not entered into with Duchess Private Equities,
because at the time the equity line was entered, you were and are
a
non-reporting company with no trading market.  As such, the
arrangement by Duchess Private Equities to pay for shares at a
purchase price that is effectively 94% of "the three lowest
closing
best bid prices," does not represent an irrevocable commitment to
purchase the equity line shares.  Further, the condition to
Duchess
Private Equities` purchase obligation that your common stock
"shall
have been listed on the Principal Market" is also inconsistent
with a
conclusion that Duchess Private Equities is irrevocably bound to
purchase your shares.  As a result, the structure of your `equity
line` transaction does not fit the necessary parameters for a
valid
equity line financing with respect to our guidance concerning such
financings as set forth in Article VIII of our current issues
quarterly update dated March 31, 2001.  Please revise the
disclosure
throughout the filing to remove any implication that there is an
existing equity line financing arrangement with Duchess Private
Equities that provides you with a viable mechanism to obtain
needed
financing or, otherwise, please withdraw your registration
statement.

2. We note Section 2(f)(v) of the investment agreement setting
forth
the closing condition that the "issuance of the Securities will
not
violate the stockholder approval requirements of the Principal
Market."  We further note Sections 2(j) and 8(l) of the agreement
setting forth in additional detail the limitation of the common
stock
issuable as a result of any stockholder approval requirements.
Notwithstanding our concern over the validity of your equity line
financing arrangement as expressed in comment no. 1, please
explain
to us how Sections 2(f)(v), 2(j) and 8(l) of the agreement
conforms
to our guidance regarding equity line financings.  As Duchess
Private
Equities may be a stockholder when approval is required, it
appears
that Duchess Private Equities may hold and exercise voting power
that
could prevent shareholder approval and enable Duchess Private
Equities to frustrate your efforts to obtain funds under a put
notice.  Voting discretion of this type appears to conflict with
our
position on valid equity line financings.

*              *              *              *

	You are advised that we will not recommend acceleration of
the
effective date of the registration statement and that, should the
registration statement become effective in its present form, we
would
be required to consider what recommendation, if any, we should
make
to the Commission.

      We suggest that you consider submitting a substantive
amendment
to correct the deficiencies or a request for withdrawal of the
filing.  Please be advised that if you amend to respond
appropriately
to the foregoing comments, we expect to conduct a full review of
your
initial public offering document.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact me at
(202) 551-3730.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Amy Trombly
	1163 Walnut Street, Suite 7
	Telephone: (617) 243-0060
	Facsimile:  (309) 406-1426

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