SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K /A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

Date of Report (Date of earliest event reported): November 20, 2013

VITAL PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Delaware

333-127915

98-0464272

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2404 Via Mariposa West, 1-A

Laguna Beach, California

92637

(Address of Principal Executive Offices)

(Zip Code)

Registrant's telephone number, including area code: (949) 306-3110

N/A

(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:

¨ 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))

Explanatory Note

The within current report on Form 8-K/A is being filed to clarify that De Joya Griffith, LLC’s audit reports for the past two years ended July 31, 2012 and 2011 included an explanatory paragraph related to the Company's ability to continue as a going concern.

SECTION 4 – MATTERS RELATED TO ACCOUNTANTS AND FINANCIALS STATEMENTS

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT

(a) On November 20, 2013, Vital Products, Inc. (the “Company”) received a letter of resignation from De Joya Griffith, LLC as the independent registered public accounting firm for the Company effective immediately.

Other than an explanatory paragraph included in De Joya Griffith, LLC's audit report for the Company's fiscal year ended July 31, 2012 and 2011 relating to the uncertainty of the Company's ability to continue as a going concern, the audit report of De Joya Griffith, LLC on the Company's financial statements for the last two fiscal years ended July 31, 2012 and 2011 through November 20, 2013, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company's 2012 and 2011 fiscal years and through the date of this Current Report on Form 8-K, (1) there were no disagreements with De Joya Griffith, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of De Joya Griffith, LLC, would have caused De Joya Griffith, LLC to make reference to the subject matter of the disagreements in connection with their report, and (2) there were no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

(b) As of the date hereof, the Company has not appointed a new independent public accounting firm as the Company's auditor.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.

Document

Location

16.1

Letter from De Joya Griffith, LLC dated January 8, 2014 , to the Securities and Exchange Commission.

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.

Date: January 8, 2014

VITAL PRODUCTS, INC.

By: /s/ James McKinney
James McKinney

Acting Chief Executive Officer

Vital Products, Inc. 8-K/A