VTPI / Vital Products, Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

Current Report

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): April 18, 2023 XCPCNL Business Services Corporation (Exact name of registrant as specified in its charter) Delaware 333-127915 98-0464272 (State or other jurisdiction of incorporation) (Commission File Numb

Offering Circular Supplement No. 1 Dated February 17, 2023

Filed Pursuant to Rule 253(g)(2) File No. 024-11707 Offering Circular Supplement No. 1 Dated February 17, 2023 A Post-Qualification Amendment No. 4 (the “PQA4”) to an Offering Statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission (“SEC”). The PQA4 was Qualified on February 15, 2023. This Post-Qualification Offering Circular No. 4

XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 1,900,000,000 Shares of Common Stock at a price of $0.0005 per Share Minimum Investment: $250

Filed Pursuant to Rule 253(g)(1) File No. 024-11707 XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 336-473-1366 1,900,000,000 Shares of Common Stock at a price of $0.0005 per Share Minimum Investment: $250 This Post-Qualification Offering Circular Amendment No. 4 (the “PQA4”) amends the Offering Circular of XCPCNL Business Services Corporation, a Delaware corp

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012 February 14, 2023 VIA EDGAR Cara Wirth Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XCPCNL Business Services Corp. (the “Company”) Post-qualification Amendment No. 4 to Offering Statement on Form 1-A (the “Post-Qu

LETTER

United States securities and exchange commission logo February 13, 2023 Timothy Matthews Principal Executive Officer XCPCNL Business Services Corp 4182 Clemmons Rd.

As filed with the Securities and Exchange Commission on February 7, 2023 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 4 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL B

Commission File No. 024-11707 As filed with the Securities and Exchange Commission on February 7, 2023 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 4 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 February 7, 2023

Exhibit 1A-12.01 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 February 7, 2023 XCPCNL Business Services Corporation 4125 Clemmons Road Suite 289 Clemmons, North Carolina 27012 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by XCPCNL Business Services Corporation, a Delaware corporation (the “Company”), to furnish you with

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION XCPCNL BUSINESS SERVICES CORPORATION a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: FIRST: That at a meet

Exhibit 1A-2A.10 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION XCPCNL BUSINESS SERVICES CORPORATION a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of XCPCNL BUSINESS SERVICES CORPORATION resolutions were duly adopted setting forth a proposed amendmen

XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 860,000,000 Shares of Common Stock at a price of $0.001 per Share Minimum Investment: $250

253G1 1 g128220253g1.htm File Pursuant to Rule 253(g)(1) File No. 024-11707 XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 336-473-1366 860,000,000 Shares of Common Stock at a price of $0.001 per Share Minimum Investment: $250 This Post-Qualification Offering Circular Amendment No. 3 (the “PQA3”) amends the Offering Circular of XCPCNL Business Services Corpora

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012 December 6, 2022 VIA EDGAR Rucha Pandit Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XCPCNL Business Services Corp. (the ?Company?) Post-qualification Amendment No. 3 to Offering Statement on Form 1-A (the ?Post-Q

LETTER

United States securities and exchange commission logo December 5, 2022 Timothy Matthews Chief Executive Officer XCPCNL Business Services Corp 4182 Clemmons Rd.

State of Delaware Secretary of State Division of Corporations Delivered 01:55 PM 11115/2022 FILED 01:55 PM 11115/2022 SR 20224022131 - File Number 3976941

Exhibit 1A-2A.09 State of Delaware Secretary of State Division of Corporations Delivered 01:55 PM 11115/2022 FILED 01:55 PM 11115/2022 SR 20224022131 - File Number 3976941 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION XCPCNL BUSINESS SERVICES CORPORATION a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware. DOES HEREBY CERTIFY:

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 November 28, 2022

EX1A-12 OPN CNSL 5 ex1a1201.htm EXHIBIT 1A-12.01 Exhibit 1A-12.01 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 November 28, 2022 XCPCNL Business Services Corporation 4125 Clemmons Road Suite 289 Clemmons, North Carolina 27012 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by XCPCNL Business Services Corporation, a Delawar

Right to Purchase 200,000,000 shares of Common Stock of XCPCNL BUSINESS SERVICES CORPORATION (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT

Exhibit 1A-3.04 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WAR

As filed with the Securities and Exchange Commission on November 29, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 3 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL

PART II AND III 2 partiiandiii.htm AMENDMENT NO. 3 Commission File No. 024-11707 As filed with the Securities and Exchange Commission on November 29, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 3 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in i

South Fork Principal Holdings, LLC - SCHEDULE 13G

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* XCPCNL BUSINESS SERVICES CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98370P100 (CUSIP Number) 10/24/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

South Fork Principal Holdings, LLC - SCHEDULE 13G

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* XCPCNL BUSINESS SERVICES CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98370P100 (CUSIP Number) 10/11/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 400,000,000 Shares of Common Stock at a price of $0.001 per Share Minimum Investment: $250

253G1 1 g104221253g1.htm Post-Qualification Offering Circular Amendment No. 2 File No. 024-11707 XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 336-473-1366 400,000,000 Shares of Common Stock at a price of $0.001 per Share Minimum Investment: $250 This Post-Qualification Offering Circular Amendment No. 2 (the “PQA2”) amends the Offering Circular of XCPCNL Busi

LETTER

United States securities and exchange commission logo September 30, 2022 Timothy Matthews Chief Executive Officer XCPCNL Business Services Corp 4182 Clemmons Rd.

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012 September 30, 2022 VIA EDGAR Rucha Pandit Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XCPCNL Business Services Corp. (the ?Company?) Post-qualification Amendment No. 2 to Offering Statement on Form 1-A (the ?Post

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 September 27, 2022

EX1A-12 OPN CNSL 5 ex1a1201.htm EXHIBIT 1A-12.01 Exhibit 1A-12.01 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 September 27, 2022 XCPCNL Business Services Corporation 4125 Clemmons Road Suite 289 Clemmons, North Carolina 27012 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by XCPCNL Business Services Corporation, a Delawa

execution or the delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, shall ( l ) violate any Applicable Law, Injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental

EX1A-6 MAT CTRCT 4 ex1a603.htm EXHIBIT 1A-6.0 Exhibit 1A-6.03 AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into effective as of August Q, 2022, by and among XCPCNL Business Services Corporation, a Delaware corporation (“Parent”), XRX Acquisition Corp., a Delaware corporation wholly owned by Parent (“Buyer”), and Xerxes Trading

As filed with the Securities and Exchange Commission on September 27, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL

Commission File No. 024-11707 As filed with the Securities and Exchange Commission on September 27, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction

execution or the delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, shall ( l ) violate any Applicable Law, Injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental

EX1A-6 MAT CTRCT 3 ex1a602.htm EXHIBIT 1A-6.02 Exhibit 1A-6.02 AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into effective as of August Q, 2022, by and among XCPCNL Business Services Corporation, a Delaware corporation (“Parent”), XRX Acquisition Corp., a Delaware corporation wholly owned by Parent (“Buyer”), and Xerxes Tradin

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012

XCPCNL Business Services Corp. 4125 Clemmons Road, Suite 289 Clemmons, North Carolina 27012 April 29, 2022 VIA EDGAR Ms. Janice Adeloye Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: XCPCNL Business Services Corp. (the ?Company?) Post-qualification Amendment No. 2 to Offering Statement on Form 1-A (the ?Po

LETTER

United States securities and exchange commission logo April 28, 2022 Timothy Matthews Chief Executive Officer XCPCNL Business Services Corp 4125 Clemmons Rd.

LETTER

United States securities and exchange commission logo April 27, 2022 Timothy Matthews Chief Executive Officer XCPCNL Business Services Corp 4125 Clemmons Rd.

As filed with the Securities and Exchange Commission on April 21, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 1 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Bus

Commission File No. 024-11707 As filed with the Securities and Exchange Commission on April 21, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 1 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of i

NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 April 21, 2022

Exhibit 1A-12.01 NEWLAN LAW FIRM, PLLC 2201 Long Prairie Road – Suite 107-762 Flower Mound, Texas 75022 940-367-6154 April 21, 2022 XCPCNL Business Services Corporation 4125 Clemmons Road Suite 289 Clemmons, North Carolina 27012 Re: Offering Statement on Form 1-A Gentlemen: We have been requested by XCPCNL Business Services Corporation, a Delaware corporation (the “Company”), to furnish you with o

As filed with the Securities and Exchange Commission on April 21, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Bus

Commission File No. 024-11707 As filed with the Securities and Exchange Commission on April 21, 2022 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A Post-Qualification Amendment No. 2 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of i

OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: December 13, 2021 XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 February 22, 2022

253G1 1 e222220253g1.htm Filed Pursuant to Rule 253(g)(1) Offering File Number: 024-11707 OFFERING CIRCULAR SUPPLEMENT NO. 1 Date of Qualification of the Offering Circular: December 13, 2021 XCPCNL BUSINESS SERVICES CORPORATION 4125 Clemmons Rd., Suite 289 Clemmons, NC 27012 336-473-1366 February 22, 2022 This document (the “Supplement”) supplements the Offering Statement filed on Form 1-A of XCPC

xcpcnl business services corporation 4125 Clemmons Rd. Suite 289 Clemmons, NC 27012 December 10, 2021

CORRESP 1 filename1.htm xcpcnl business services corporation 4125 Clemmons Rd. Suite 289 Clemmons, NC 27012 336-473-1366 December 10, 2021 VIA EDGAR Attorney Stacey Pelkin Division of Corporation Finance Office of Trade and Services U.S. Securities and Exchange Commission Re: XCPCNL Business Services Corporation Form 1-A: Request for Qualification File No. 024-11707 Dear Ms. Pelkin: XCPCNL Busines

xcpcnl business services corporation 4125 Clemmons Rd. Suite 289 Clemmons, NC 27012 December 9, 2021

CORRESP 1 filename1.htm xcpcnl business services corporation 4125 Clemmons Rd. Suite 289 Clemmons, NC 27012 336-473-1366 December 9, 2021 VIA EDGAR Attorney Stacey Pelkin Division of Corporation Finance Office of Trade and Services U.S. Securities and Exchange Commission Re: XCPCNL Business Services Corporation Form 1-A: Request for Qualification File No. 024-11707 Dear Ms. Pelkin: XCPCNL Business

XCPCNL BUSINESS SERVICES CORPORA TlON, INC, CERTIFICATE OF DESIGNATION OF PREltERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELA WARE GENERAL CORPORATION LAW The undersigned, Irving D. Boyes, hereby certi

Exhibit 1A-3.03 XCPCNL BUSINESS SERVICES CORPORA TlON, INC, CERTIFICATE OF DESIGNATION OF PREltERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELA WARE GENERAL CORPORATION LAW The undersigned, Irving D. Boyes, hereby certifies that: l . He is the President of XCPCNL Business Services Corporation, Inc., a Delaware corporation ("Corporation"); 2. The Corpo

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That pursuant to a unanimous wri

EX1A-2A CHARTER 6 ex1a2a08.htm EXHIBIT 1A-2A.08 Exhibit 1A-2A.08 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That pursuant to a unanimous written resolution of the Board of Directors of XCPCNL Business Services Corporation in

SUBSCRIPTION AGREEMENT XCPCNL Business Services Corporation

Exhibit 1A-4.01 SUBSCRIPTION AGREEMENT BETWEEN AND XCPCNL Business Services Corporation This SUBSCRIPTION AGREEMENT (this “Agreement”) effective , by and between, XCPCNL Business Services Corporation, a Delaware corporation (the “Seller”) and (the “Purchaser”) with respect to the following facts and circumstances: A. Seller is a publicly held Delaware corporation, (“the Company”), and, B. Purchase

CERTWXCATE OJ! AMENDMEN'J.' TO Tl-0:, CERTIFICATE Oli' INCORPORATION OF VlTAL PllODUCTS, Vital P1oducts, Inc. filed a Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2005, a Certificate of Designation. on April 20, 200

Exhibit 1A-2A.06 CERTWXCATE OJ! AMENDMEN'J.' TO Tl-0:, CERTIFICATE Oli' INCORPORATION OF VlTAL PllODUCTS, Vital P1oducts, Inc. filed a Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2005, a Certificate of Designation. on April 20, 2009, a Certificate of Amendme�t to the Certificate of lncorpo.i:ation on Mc0121, 2009, a Certificate of Amendment to the Certificate of

CER'RFICAT.E OF AMENDMENT TO 'l'HE CERTIFICAT� OF INCORPORATION OJ' VITAL PROOtJ� INC, Vital Produots, ?no. flied a Certificate of In�on wJth tho Secretary of StQtc, of Dela.ware on May 27. 2005, a Certiflcare of DmS,[l.ltion on )\pcl.120, 2009, a Ce

Exhibit 1A-2A.07 CER'RFICAT.E OF AMENDMENT TO 'l'HE CERTIFICAT? OF INCORPORATION OJ' VITAL PROOtJ? INC, Vital Produots, ?no. flied a Certificate of In?on wJth tho Secretary of StQtc, of Dela.ware on May 27. 2005, a Certiflcare of DmS,[l.ltion on )\pcl.120, 2009, a Certlflcate of Amendmont to the Certificate of lncorpotatlon. on May 27. 2009, a. Certificate of Amendment to the Certlficate. of lncor

IN WI NESS WHEREOF, the parties hereto have caused this Agreement to be executed by their autho · zed representatives, all as of the date first written above. D (a Colorado corpora tion) By: /?ht, ~ Name: Tim Matthews Title: President 16 SCHEDULE I P

Exhibit 1A-6.01 SHARE PURCHASE AGREEMENT AGREE ENT, made effective this Oct 1, 2021 (the "Effective Date") by and among COLORADO D􀀳􀀳 STRIBUTION GROUP LLC, a Colorado corporation, ("COG"); XCPCNL BUSINESS SE VICES CORP, a Delaware corporation ("XCPL"); 1721 BELVEDERE TRUST (referredlto as "Shareholder"), and GREG BOYES, MARSHALL DOOLEY as officers and directors of I CPL ("XCPL Officers") RECITALS

Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 1A-12.01 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah November 30, 2021 Timothy Matthews Chief Executive Officer XCPCNL Business Services Corporation 4125 Clemmons Rd. Suite 289 Clemmons, NC 27012 Dear Mr. Matthews: I have acted, at your request, as special counsel to XCPCNL Business Services Corporation, a Delaware c

Delaware The First State .I, · JEJ!i"FRE"Jt W. BUL.t.OCK, SECRE'l'ARY OF S'l'ATE OF '1'H1!: S1'ATE OF DELAWAR&', DO HEREBY CER!l'IFY THE AT'l'ACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENI1HEN'l' OF "XCPCNL BUSINESS SERVICES CORPO.RA1'I

Exhibit 1A-3.02 Delaware The First State .I, · JEJ!i"FRE"Jt W. BUL.t.OCK, SECRE'l'ARY OF S'l'ATE OF '1'H1!: S1'ATE OF DELAWAR&', DO HEREBY CER!l'IFY THE AT'l'ACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENI1HEN'l' OF "XCPCNL BUSINESS SERVICES CORPO.RA1'ION'', FILED IN 'nlIS OFFICE ON THE S1ZVI!:N'.r1CEN' DAY OF OCro.Bi:R, A.D. 2018, AT 2:38 O'CLOCK P.M. Page 1 A FILED COPY OF fflIS CER

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A/A, Amendment No. 1 Dated: November 30, 2021 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified

SEC File No. 024-11707 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A/A, Amendment No. 1 Dated: November 30, 2021 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 4125 Clemmons Rd. Suite 289 Clemmons, N

XCPCNI. BUSINESS SERVICES CORPORATION AMEND£D CERTlFICAtf OF DESIGNA110N OF PREFERENCES,. RIGHTS AND UMfTATIONS OF SERIES A PR£F£RRfD STOCK PURSUANT TO SECTION 15 I OF THE DELAWARE GENf!ltAL CORPORATION LAW The undersigned, Irving D. Boyes, her�bV �e

EX1A-2A CHARTER 7 ex1a301.htm EXHIBIT 1A-3.01 Exhibit 1A-3.01 XCPCNI. BUSINESS SERVICES CORPORATION AMEND£D CERTlFICAtf OF DESIGNA110N OF PREFERENCES,. RIGHTS AND UMfTATIONS OF SERIES A PR£F£RRfD STOCK PURSUANT TO SECTION 15 I OF THE DELAWARE GENf!ltAL CORPORATION LAW The undersigned, Irving D. Boyes, her�bV �ertifies that: I. He ls the Prestd�nt and .Chief Executive Officer of XCPCNL Buslne,$ ser

LETTER

United States securities and exchange commission logo November 23, 2021 Tim Matthew Chief Executive Officer XCPCNL Business Services Corp 4182 Clemmons Rd.

CER'RFICAT.E OF AMENDMENT TO 'l'HE CERTIFICAT� OF INCORPORATION OJ' VITAL PROOtJ� INC, Vital Produots, ?no. flied a Certificate of In�on wJth tho Secretary of StQtc, of Dela.ware on May 27. 2005, a Certiflcare of DmS,[l.ltion on )\pcl.120, 2009, a Ce

Exhibit 1A-2A.07 CER'RFICAT.E OF AMENDMENT TO 'l'HE CERTIFICAT? OF INCORPORATION OJ' VITAL PROOtJ? INC, Vital Produots, ?no. flied a Certificate of In?on wJth tho Secretary of StQtc, of Dela.ware on May 27. 2005, a Certiflcare of DmS,[l.ltion on )\pcl.120, 2009, a Certlflcate of Amendmont to the Certificate of lncorpotatlon. on May 27. 2009, a. Certificate of Amendment to the Certlficate. of lncor

Delaware The First State .I, · JEJ!i"FRE"Jt W. BUL.t.OCK, SECRE'l'ARY OF S'l'ATE OF '1'H1!: S1'ATE OF DELAWAR&', DO HEREBY CER!l'IFY THE AT'l'ACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENI1HEN'l' OF "XCPCNL BUSINESS SERVICES CORPO.RA1'I

Exhibit 1A-3.02 Delaware The First State .I, · JEJ!i"FRE"Jt W. BUL.t.OCK, SECRE'l'ARY OF S'l'ATE OF '1'H1!: S1'ATE OF DELAWAR&', DO HEREBY CER!l'IFY THE AT'l'ACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENI1HEN'l' OF "XCPCNL BUSINESS SERVICES CORPO.RA1'ION'', FILED IN 'nlIS OFFICE ON THE S1ZVI!:N'.r1CEN' DAY OF OCro.Bi:R, A.D. 2018, AT 2:38 O'CLOCK P.M. Page 1 A FILED COPY OF fflIS CER

XCPCNL BUSINESS SERVICES CORPORA TlON, INC, CERTIFICATE OF DESIGNATION OF PREltERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELA WARE GENERAL CORPORATION LAW The undersigned, Irving D. Boyes, hereby certi

EX1A-2A CHARTER 8 ex1a303.htm EXHIBIT 1A-3.03 Exhibit 1A-3.03 XCPCNL BUSINESS SERVICES CORPORA TlON, INC, CERTIFICATE OF DESIGNATION OF PREltERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELA WARE GENERAL CORPORATION LAW The undersigned, Irving D. Boyes, hereby certifies that: l . He is the President of XCPCNL Business Services Corporation, Inc., a Dela

SUBSCRIPTION AGREEMENT XCPCNL Business Services Corporation

Exhibit 1A-4.01 SUBSCRIPTION AGREEMENT BETWEEN AND XCPCNL Business Services Corporation This SUBSCRIPTION AGREEMENT (this “Agreement”) effective , by and between, XCPCNL Business Services Corporation, a Delaware corporation (the “Seller”) and (the “Purchaser”) with respect to the following facts and circumstances: A. Seller is a publicly held Delaware corporation, (“the Company”), and, B. Purchase

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That pursuant to a unanimous wri

Exhibit 1A-2A.08 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That pursuant to a unanimous written resolution of the Board of Directors of XCPCNL Business Services Corporation in accordance with Section 141 of the General Corpo

XCPCNI. BUSINESS SERVICES CORPORATION AMEND£D CERTlFICAtf OF DESIGNA110N OF PREFERENCES,. RIGHTS AND UMfTATIONS OF SERIES A PR£F£RRfD STOCK PURSUANT TO SECTION 15 I OF THE DELAWARE GENf!ltAL CORPORATION LAW The undersigned, Irving D. Boyes, her�bV �e

EX1A-2A CHARTER 6 ex1a301.htm EXHIBIT 1A-3.01 Exhibit 1A-3.01 XCPCNI. BUSINESS SERVICES CORPORATION AMEND£D CERTlFICAtf OF DESIGNA110N OF PREFERENCES,. RIGHTS AND UMfTATIONS OF SERIES A PR£F£RRfD STOCK PURSUANT TO SECTION 15 I OF THE DELAWARE GENf!ltAL CORPORATION LAW The undersigned, Irving D. Boyes, her�bV �ertifies that: I. He ls the Prestd�nt and .Chief Executive Officer of XCPCNL Buslne,$ ser

Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah

Exhibit 1A-12.01 Jeffrey Turner – Attorney at Law 897 Baxter Drive So. Jordan, Utah 84095 (801) 810-4465 Admitted in the State of Utah August 26, 2021 Gregory N. Boyes Chief Executive Officer XCPCNL Business Services Corporation 14850 Montfort Drive Suite 197, LB 4 Dallas, TX 75254 Dear Mr. Boyes: I have acted, at your request, as special counsel to XCPCNL Business Services Corporation, a Delaware

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A, Dated: November 2, 2021 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in its charter) Del

SEC File No. U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 1-A, Dated: November 2, 2021 REGULATION A OFFERING CIRCULAR UNDER THE SECURITIES ACT OF 1933 XCPCNL Business Services Corporation (Exact name of issuer as specified in its charter) Delaware (State of other jurisdiction of incorporation or organization) 4182 Clemmons Rd. Suite 289 Clemmons, NC 27012 336-473-1366 (Address

CERTWXCATE OJ! AMENDMEN'J.' TO Tl-0:, CERTIFICATE Oli' INCORPORATION OF VlTAL PllODUCTS, Vital P1oducts, Inc. filed a Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2005, a Certificate of Designation. on April 20, 200

Exhibit 1A-2A.06 CERTWXCATE OJ! AMENDMEN'J.' TO Tl-0:, CERTIFICATE Oli' INCORPORATION OF VlTAL PllODUCTS, Vital P1oducts, Inc. filed a Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2005, a Certificate of Designation. on April 20, 2009, a Certificate of Amendme�t to the Certificate of lncorpo.i:ation on Mc0121, 2009, a Certificate of Amendment to the Certificate of

XCPCNL Business Services Corporation and Subsidiaries Consolidated Balance Sheet June 30, 2021 and 2020 (Unaudited) June 30, June 30, ASSETS 2021 2020 Current Assets Cash $ - $1,363,673 Accounts Receivable Trade 972,757 423,053 Other - 1,952 Total Cu

Exhibit 1A-15.01 XCPCNL Business Services Corporation and Subsidiaries Consolidated Balance Sheet June 30, 2021 and 2020 (Unaudited) June 30, June 30, ASSETS 2021 2020 Current Assets Cash $ - $1,363,673 Accounts Receivable Trade 972,757 423,053 Other - 1,952 Total Current Assets 972,757 1,788,678 Other Assets Notes receivable 50,000 50,000 Office equipment and computer software 388,947 388,947 Int

IN WI NESS WHEREOF, the parties hereto have caused this Agreement to be executed by their autho · zed representatives, all as of the date first written above. D (a Colorado corpora tion) By: /?ht, ~ Name: Tim Matthews Title: President 16 SCHEDULE I P

Exhibit 1A-6.01 SHARE PURCHASE AGREEMENT AGREE ENT, made effective this Oct 1, 2021 (the "Effective Date") by and among COLORADO D􀀳􀀳 STRIBUTION GROUP LLC, a Colorado corporation, ("COG"); XCPCNL BUSINESS SE VICES CORP, a Delaware corporation ("XCPL"); 1721 BELVEDERE TRUST (referredlto as "Shareholder"), and GREG BOYES, MARSHALL DOOLEY as officers and directors of I CPL ("XCPL Officers") RECITALS

Vital Products 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VITAL PRODUCTS, INC. (Name of small business issuer in its charter) Delaware 98-0464272 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2404 Via

Vital Products FORM 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-55466 VITAL PRODUCTS, INC. (Exact name of registrant as specified in it

Vital Products RW

VITAL PRODUCTS, INC. 2404 VIA MARIPOSA WEST, 1-A LAGUNA WOODS CA 92637 PHONE: 949-306-3110 Securities and Exchange Commission Division of Corporation Finance 100 F Street Washington, D.C. 20549 Re: Request to Withdraw Registration Statement on Form S-1 (RW) - SEC File Number 333-127915 Dear Sirs: On February 27, 2008, Vital Products, Inc. (the ?Registrant?) filed a Registration Statement on Form S

LETTER

January 13, 2014 Via U.S. Mail Mr. James McKinney, Acting Chief Executive Officer Vital Products, Inc. 2404 Via Mariposa West, 1-A Laguna Beach, CA 92637 Re: Vital Products, Inc. Form 8-K Filed December 11, 2013 File No. 333-127915 Dear Mr. McKinney: We have completed our review of your filing. We remind you that our comments or changes to disclosure in response to our comments do not foreclose th

- FORM 8-K

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 E

Corporate Headquarters: De Joya Griffith, LLC 2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

January 8, 2014 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 RE: Vital Products, Inc.

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VITAL PRODUCTS, INC. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 January 8, 2014 Via Edgar Mindy Hooker /Accountant United States Securities and Exchange Commission 100 F. Street, N.W. Mail Stop 4561 Washington, D.C. 20549-3561 RE: Vital Products, Inc. Form 8-K Filed December 11, 2013 File No. 333-127915 Ms. Hooker: This correspondence is in response to your letter dated December 13

LETTER

December 13, 2013 Via U.S. Mail Mr. James McKinney, Acting Chief Executive Officer Vital Products, Inc. 2404 Via Mariposa West, 1-A Laguna Beach, CA 92637 Re: Vital Products, Inc. Form 8-K Filed December 11, 2013 File No. 333-127915 Dear Mr. McKinney: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may bette

- FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 Empl

Corporate Headquarters: De Joya Griffith, LLC 2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

December 11, 2013 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 RE: Vital Products, Inc.

- FORM NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-127915 (Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31, 2013 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

LETTER

October 1, 2013 Via E-mail Mr. James McKinney Chief Executive Officer and Chief Financial Officer Vital Products, Inc. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 RE: Vital Products, Inc. Form 10-K for the Year Ended July 31, 2012 Filed November 2, 2012 File No. 333-127915 Dear Mr. McKinney: We have completed our review of your filings. We remind you that our comments or changes to

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VITAL PRODUCTS, INC. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 September 18, 2013 Via Edgar Terence O'Brien, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: Vital Products, Inc. Form 10-K for the Year Ended July 31, 2012 Filed November 2, 2012 Form 10-K/A for the Year Ended July 31,

Annual Report - 10KA JULY 31 2012 VTPI

10-K/A 1 vital0731201210Kamend2.txt 10KA JULY 31 2012 VTPI UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 2 (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2012. [ ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition

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VITAL PRODUCTS, INC. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 September 18, 2013 Via Edgar Terence O’Brien, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: Vital Products, Inc. Form 10-K for the Year Ended July 31, 2012 Filed November 2, 2012 Form 10-K/A for the Year Ended July 31,

LETTER

September 4, 2013 Via E-mail Mr. James McKinney Chief Executive Officer and Chief Financial Officer Vital Products, Inc. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 RE: Vital Products, Inc. Form 10-K for the Year Ended July 31, 2012 Filed November 2, 2012 Form 10-K/A for the Year Ended July 31, 2012 Filed August 21, 2013 Response dated August 20, 2013 File No. 333-127915 Dear Mr. Mc

Annual Report - 10KA JULY 31 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2012. [ ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-127915 VITAL PROD

EX-10.8

EX-10.8 2 vitallicense4262012.txt LICENSE AGREEMENT BETWEEN VITAL PRODUCTS SUPPLIES, INC. AND VITAL PRODUCTS, INC. DATED APRIL 26, 2012 License Agreement This License Agreement dated April 26, 2012 BETWEEN: Vital Products Supplies, Inc. 2230 Michigan Ave Santa Monica, Ca. 90404-3906 (The "Licensor") and Vital Products Inc. 33671 Chula Vista Ave Dana Point, Ca. 92629 (The "Licensee") The licensor h

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VITAL PRODUCTS, INC. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 August 20, 2013 Via Edgar Rufus Decker, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: Vital Products, Inc. Form 10-K for the Year Ended July 31, 2012 Filed November 2, 2012 File No. 333-127915 Mr. Decker: The following

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VITAL PRODUCTS, INC. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 August 6, 2013 Via Edgar Rufus Decker, Accounting Branch Chief United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 RE: Vital Products, Inc. Form 10-K for the Year Ended July 31, 2012 Filed November 2, 2012 File No. 333-127915 Mr. Decker: We are currentl

LETTER

July 23, 2013 Via E-mail Mr. James McKinney Chief Executive Officer and Chief Financial Officer Vital Products, Inc. 2404 Via Mariposa West, 1-A Laguna Woods, California 92637 RE: Vital Products, Inc. Form 10-K for the Year Ended July 31, 2012 Filed November 2, 2012 File No. 333-127915 Dear Mr. McKinney: We have reviewed your filings and have the following comments. In some of our comments, we may

Quarterly Report - FORM 10-Q

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: April 30, 2013 OR ¨ 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. (

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12B-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 333-127915 (Check One): [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR For Period Ended: July 31, 2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ]

Other Events - ITEM 8.01

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): June 18, 2012 VITAL PRODUCTS, INC. (Exact name of registrant as specified in its charter) Delaware 333-127915 98-0464272 (State or other jurisdiction of incorporation) (Commission Fil

EX-3.1

EX 3.1 State of Delaware Secretary of State Division of Corporations Delivered 10:02 AM 02/24/2012 FILED 09:58 AM 02/24/2012 SRV 120219001 - 3976941 FILE CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VITAL PRODUCTS, INC. Vital Products, Inc. filed a Certificate of Incorporation with the Secretary of State of Delaware on May 27, 2005, a Certificate of Designation on April 20, 2009

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits - VITAL 8K DATED FEBRUARY 24, 2012

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 i

EX-10.1

Exhibit 10.1 February 24, 2012 The Cellular Connection, Ltd PO Box 562 Richmond Hill, Ontario L4B 4R6 Re: Side Letter Agreement regarding the Convertible Secured Promissory Notes by and between Vital Products, Inc. (hereinafter the "Company") and you Dear Sirs: This Side Letter Agreement ("Agreement") entered into on the date of this letter, by and between the Company and you will serve to amend a

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 i