SecProbe.io

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September 22, 2005

Delivered by electronic submission via EDGAR, and US Mail

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 4561
Washington, DC  20549

        Attn:   Mr. Mark P. Shuman

        Re:     Vital Products, Inc.
                Registration Statement on Form SB-2
                Filed August 29, 2005
                File Number: 333-127915

Dear Mr. Shuman:

I am securities counsel for Vital Products, Inc. (the "Company").  I enclose
for filing under the Securities Act of 1933, as amended, Amendment No. 1 to
Registration Statement No. 333-127915, together with certain exhibits thereto
(the "Registration Statement").

Amendment No. 1 to the Registration Statement contains revisions that have been
made in response to comments received from the staff of the Securities and
Exchange Commission (the "Staff") in their letter dated September 2, 2005.

Set forth below are the Company's responses to the Staff's comments.  The
numbering of the responses corresponds to the numbering of comments in the
letter from the Staff.

General

Comment 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 Dutchess 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 Dutchess 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 Dutchess 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 Dutchess Private Equities'
                purchase obligation that your common stock "shall have been
                listed on the Principal Market" is also inconsistent with a
                conclusion that Dutchess 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 Dutchess Private
                Equities that provides you with a viable mechanism to obtain
                needed financing or, otherwise, please withdraw your
                registration statement.

Response 1.     The Company has removed the Dutchess Private Equities equity
                line financing arrangement from the Form SB-2.

Comment 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 Dutchess Private Equities may be a stockholder
                when approval is required, it appears that Dutchess Private
                Equities may hold and exercise voting power that could prevent
                shareholder approval and enable Dutchess 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.

Response 2.     The Company has removed the Dutchess Private Equities equity
                line financing arrangement from the Form SB-2.

If you have further questions or comments, please feel free to contact us.
We are happy to cooperate in any way we can.

                                                Regards,

                                                /s/ Amy M. Trombly
                                                -------------------------------
                                                Amy M. Trombly
                                                Counsel for Vital Products, Inc.

cc:     Vital Products, Inc.
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