Vital Products, Inc. – ‘8-K’ for 2/24/12

On:  Friday, 3/2/12, at 3:20pm ET   ·   For:  2/24/12   ·   Accession #:  1331275-12-6   ·   File #:  333-127915

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Vital 8K Dated February 24, 2012                       2     12K 
 2: EX-3.1      Certificate of Amendment Dated February 24, 2012       2±    11K 

8-K   —   Vital 8K Dated February 24, 2012
Document Table of Contents

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

FORM 8-K  

CURRENT REPORT  
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934    

Date of Report (Date of earliest event reported)     February 24, 2012

VITAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)  

      Delaware                 333-127915               98-0464272
(State or other jurisdiction       (Commission             (IRS Employer        
        of incorporation)             File Number)         Identification No.)

     245 Drumlin Circle, Concord, Ontario, Canada        L4K 3E4
           (Address of principal executive offices)     (Zip Code)

Registrant's telephone number, including area code   (905) 738-5216 

       Not Applicable.
  (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant                  
under any of the following provisions (see General Instruction A.2. below):     

[  ]  Written communications pursuant to Rule 425 under the Securities Act      
(17 CFR 230.425)                                                    

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act        
(17 CFR 240.14a-12)                                                 

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the       
Exchange Act (17 CFR 240.14d-2(b))                                  

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the       
Exchange Act (17 CFR 240.13e-4(c))                                  

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal   
Year.                                                       

On January 26, 2012, pursuant to stockholder consent, our Board of Directors    
authorized an amendment (the "Amendment")to our Certificate of Incorporation,   
as amended, to affect a reverse stock split of the issued and outstanding       
shares of our common stock, par value $0.0001, on a 1 for 1,000 basis           
(the "Reverse Stock Split").  We filed the Amendment with the Delaware          
Secretary of State on February 24, 2012 with an effective date of               
March 2, 2012.  On March 1, 2012 the Financial Industry Regulatory              
Authority, Inc. notified us that the Reverse Stock Split would take effect      
on March 5, 2012(the "Effective Date").                                         

On the Effective Date, each holder of common stock will receive 1 share of      
our common stock for each 1,000 shares of our common stock they own immediately 
prior to the Reverse Stock Split. We will not issue fractional shares in        
connection with the Reverse Stock Split.  Fractional shares will be rounded     
up to the nearest whole share.                                                  

8-K
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A copy of the Amendment is attached to this current report as Exhibit 3.1       
incorporated herein by reference.                                               

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 and     
uncertainties as may be detailed from time to time in our public announcements  
and filings with the U.S. 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.                   

Item 9.01 Financial Statements and Exhibits.                                    

Exhibit                                                                         
Number  Description                                                             

3.1     Certificate of Amendment to the Certificate of Incorporation, As        
Amended, dated February 24, 2012 (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 hereunto duly authorized.                                           

                                    Vital Products, Inc.
                                        ------------------------
                                            (Registrant)

Date    March 2, 2012                                                           

                                      By: /s/ Michael Levine
                                        ------------------------
                                           (Signature)

                                       Name:  Michael Levine
                                               Title:  Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		3/5/12		1
Filed on:		3/2/12		1		2
		3/1/12		1
For Period End:		2/24/12		1		2			8-K
		1/26/12		1
									List all Filings

5 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/07/23  XCPCNL Business Services Corp.    1-A POS                4:736K                                   Securex Filings/FA
11/29/22  XCPCNL Business Services Corp.    1-A POS                5:886K                                   Securex Filings/FA
 9/27/22  XCPCNL Business Services Corp.    1-A POS                5:4.4M                                   Securex Filings/FA
 4/22/22  XCPCNL Business Services Corp.    1-A POS                2:520K                                   Securex Filings/FA
 4/22/22  XCPCNL Business Services Corp.    1-A POS                3:528K                                   Securex Filings/FA