**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

**FORM 10-K/A**

** **

**(Amendment No. 2)**

** **

**x**                              ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

** **

**For the fiscal year endedDecember 31, 2006**

** **

**o**                                 TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934

** **

**For the transition periodfrom***                *to *                *

 

**Commission File Number1-12599**

** **

**VITA FOOD PRODUCTS, INC.**

**(Exact name of registrant as specified in its charter)**

 

| **Nevada**                       |   | **36-3171548**       |
|----------------------------------|--------|----------------------|
| (State or other  jurisdiction of |   | (I.R.S. Employer     |
| incorporation or  organization)  |   | Identification  No.) |

 

**2222 West Lake Street,Chicago, Illinois     60612**

**(Address of principal executive offices)     (Zip code)**

 

**Registrant’s telephone number, including area code**:   (312) 738-4500

** **

**Securitiesregistered pursuant to Section 12(b) of the Act:**

| Title of each class                        |       | Name of each exchange  on which registered                |
|--------------------------------------------|------------|-----------------------------------------------------------|
| **Common Stock, par value $.01 per share** | ** ** | **American  Stock Exchange & Chicago Stock Exchange** |

 

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act.  Yes o  No x

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 orSection 15(d) of the Act.  Yes o  No x

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes x  No o

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.   o 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer or anon-accelerated filer.  See definition of“accelerated filer” and “large accelerated filer” in Rule 12b-2 of the ExchangeAct.  (Check one):

| Large Accelerated Filer  o |   | Accelerated  Filer  o |   | Non-accelerated  Filer  x |
|--------------------------------------|--------|---------------------------------|--------|-------------------------------------|

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act).  Yes o  No x

The aggregate marketvalue of common stock held by non-affiliates of the registrant as of June 30,2006 was $7,246,158.

The number of sharesoutstanding of the registrant’s common stock as of March 30, 2007 was4,935,247.

**DOCUMENTSINCORPORATED BY REFERENCE**

Portions of thedefinitive Proxy Statement to be delivered to stockholders in connection withthe Annual Meeting of Stockholders to be held on May 17, 2007 are incorporatedby reference in Part III.

*** ***

 

----

**EXPLANATORYNOTE**

          Weare filing this Amendment No. 2 to our Annual Report on Form 10-K for the yearended December 31, 2006 (this “Amendment No. 1”) to amend our Form 10-K for thesame period initially filed with the Securities and Exchange Commission (the “SEC”)on April 17, 2007 (the “Initially Filed 10-K”), as amended on May 1, 2007(Amendment No. 1”). This Amendment No. 2 amends and restates Part IV, Item 15 —Exhibits and Financial Statement Schedules. This item is being amended to reflect the fact that the consent of BDOSeidman attached to Amendment No. 1 was dated April 13, 2007 rather than April30, 2007.  In addition, we are filingherewith certain currently dated certifications pursuant to Rule 12b-15 of theSecurities and Exchange Act of 1934, as amended (the “Securities Exchange Act”).No other information contained in the Initially Filed Form 10-K, as amended byAmendment No. 1 is being amended hereby and such information is not reproducedin this Amendment No. 2. All information in the Initially Filed Form 10-K, asamended by Amendment No. 1 and this Amendment No. 2, speaks as of the dateof the original filing of the Initially Filed Form 10-K and does not reflectany subsequent information or events, except as presented in Amendment No. 1and this Amendment No. 2 and except for Exhibits 23.1, 31.1, 31.2, 32.1, and32.2.

          Allinformation contained in this Amendment No. 2 is subject to updating andsupplementing as provided in our reports filed with the SEC subsequent to thedate of the filing of the Initially Filed Form 10-K, as amended by AmendmentNo. 1.

**PART IV**

**Item 15.Exhibits and Financial Statement Schedules.**

(a)(1), (a)(2) and(c):             The Company has filed itsconsolidated financial statements in Part II, Item 8 of this Annual Report onForm 10-K.

(a)(3) and (b):        Listedbelow are the exhibits filed as part of this Annual Report on Form 10-K:

2

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| Number      | ** ** | **Exhibit Title**                                                                                                                                                                                     |
|-------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                  |
| 2.1(1)      |       | Stock Purchase Agreement, dated as of June 29, 2001,  between Vita Food Products, Inc., Virginia Honey Company, Inc. and Terry W.  Hess (Ex. 2.1)                                                     |
|        |       |                                                                                                                                                                                                  |
| 2.2(2)      |       | Merger Agreement, dated as of October 17, 2002,  between the Company, Vita Holdings, Inc., Vita/Halifax Acquisition Company,  Halifax, Robert J. Budd, Oak Hill Family LLC and Terry W. Hess (Ex 2.2) |
|        |       |                                                                                                                                                                                                  |
| 3.1(3)      |       | Articles of Incorporation of the Company (Ex. 3.1)                                                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 3.2(3)      |       | By-laws of the Company (Ex. 3.2)                                                                                                                                                                      |
|        |       |                                                                                                                                                                                                  |
| 4.1(3)      |       | Form of Common Stock Certificate (Ex. 4.1)                                                                                                                                                            |
|        |       |                                                                                                                                                                                                  |
| 4.2(9)      |       | Certificate of Designation of Series A Preferred  Stock, as filed with the Secretary of State of Delaware on November 11,  2005 (Ex. 4.1)                                                        |
|        |       |                                                                                                                                                                                                  |
| 10.1(4)     |       | Loan and Security Agreement dated as of September 5,  2003 by and between the Company and LaSalle National Bank, N.A. (Ex. 10.1)                                                                      |
|        |       |                                                                                                                                                                                                  |
| 10.1.1(10)  |       | First Amendment to Loan and Security Agreement dated  November 5, 2004 (Ex. 10.1.1)                                                                                                                   |
|        |       |                                                                                                                                                                                                  |
| 10.1.2(5)   |       | Second Amendment to Loan and Security Agreement  dated December 21, 2004 (Ex. 10.1)                                                                                                                   |
|        |       |                                                                                                                                                                                                  |
| 10.1.3(11)  |       | Third Amendment to Loan and Security Agreement dated  January 31, 2005 (Ex. 10.1)                                                                                                                     |
|        |       |                                                                                                                                                                                                  |
| 10.1.4(12)  |       | Fourth Amendment to Loan and Security Agreement  dated April 4, 2005 (Ex. 10.1)                                                                                                                       |
|        |       |                                                                                                                                                                                                  |
| 10.1.5(13)  |       | Fifth Amendment to Loan and Security Agreement dated  June 30, 2005 (Ex. 10.1)                                                                                                                        |
|        |       |                                                                                                                                                                                                  |
| 10.1.6(14)  |       | Sixth Amendment to Loan and Security Agreement dated  August 4, 2005 (Ex. 10.1)                                                                                                                       |
|        |       |                                                                                                                                                                                                  |
| 10.1.7(15)  |       | Seventh Amendment to Loan and Security Agreement  dated August 30, 2005 (Ex. 10.1)                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 10.1.8(20)  |       | Eighth Amendment to Loan and Security Agreement  dated March 30, 2007 (Ex. 10.1)                                                                                                                      |
|        |       |                                                                                                                                                                                                  |
| 10.1.9(17)  |       | Ninth Amendment to Loan and Security Agreement dated  March 24, 2006 (Ex. 10.1)                                                                                                                       |
|        |       |                                                                                                                                                                                                  |
| 10.1.10(21) |       | Tenth Amendment to Loan and Security Agreement dated  April 13, 2007 (Ex. 10.1.10)                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 10.2(3)     |       | Form of 1996 Employee Stock Option Plan (Ex. 10.4)                                                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 10.3(3)     |       | Form of 1996 Stock Option Plan for Non-Employee  Directors (Ex. 10.5)x                                                                                                                                |

 

3

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| 10.4(3)    |   | Form of Employment Agreement between the Company and  Stephen D. Rubin (Ex. 10.7)x                                                                                                |
|------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                              |
| 10.4.1(6)  |   | Amendment One to Employment Agreement between the Company  and Stephen D. Rubin (Ex. 10.4.1)x                                                                                     |
|       |   |                                                                                                                                                                              |
| 10.4.2(10) |   | Amendment Two to Employment Agreement between the  Company and Stephen D. Rubin (Ex. 10.4.2)x                                                                                     |
|       |   |                                                                                                                                                                              |
| 10.4.3(18) |   | Employment Agreement between the Company and Stephen  D. Rubin, dated April 4, 2006 (Ex. 10.1)x                                                                                   |
|       |   |                                                                                                                                                                              |
| 10.5(7)    |   | Employment Agreement dated as of January 1, 2004  between the Company and Clark L. Feldman (Ex. 10.6)x                                                                            |
|       |   |                                                                                                                                                                              |
| 10.6(3)    |   | Long Term Supply/Purchase Agreement dated as of  September 1, 1992 by and between the Company and Barry’s Limited (Ex. 10.9)                                                 |
|       |   |                                                                                                                                                                              |
| 10.7(3)    |   | Gorenstein Agreement dated September 20, 1996 by and  among the Company, Stephen D. Rubin, Clark L. Feldman, Sam Gorenstein, David  Gorenstein and J.B.F. Enterprises (Ex. 10.26) |
|       |   |                                                                                                                                                                              |
| 10.8(1)    |   | Form of Employment Agreement, dated as of July 1,  2001, between Virginia Honey Company, Inc. and Terry W. Hess (First Exhibit  to Ex. 2.1)x                                      |
|       |   |                                                                                                                                                                              |
| 10.8.1(10) |   | Amendment One to Employment Agreement between  Virginia Honey Company, Inc. and Terry W. Hess (Ex. 10.8.1)x                                                                       |

 

4

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| 10.9(8)   |   | Employment Agreement, made as of November 1, 2002  between The Halifax Group, Inc. and Robert J. Budd (Ex. 10.1)x                                                                                                                              |
|-----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                           |
| 10.10(8)  |   | Amendment to Employment Agreement, made as of March,  2003 between The Halifax Group, Inc. and Robert J. Budd (Ex. 10.2)                                                                                                                       |
|      |   |                                                                                                                                                                                                                                           |
| 10.11(8)  |   | Non-Competition and Non-Solicitation Agreement, made  as of November 1, 2002 among Vita Food Products, Inc., Vita Holdings, Inc.,  The Halifax Group, Inc. and Robert J. Budd (Ex. 10.3)                                                       |
|      |   |                                                                                                                                                                                                                                           |
| 10.12(10) |   | Confidential Settlement Agreement and Mutual Release,  entered into on March 28, 2005, among the Vita Food Products, Inc., Vita  Specialty Foods, Inc., Virginia Honey Company, Inc., The Halifax Group, Inc.  and Robert J. Budd (Ex. 10.12)x |
|      |   |                                                                                                                                                                                                                                           |
| 10.13(9)  |   | Form of Rights Agreement dated as of November 10,  2005, between Vita Food Products, Inc. and American Stock Transfer and Trust  Company (Ex. 10.1)                                                                                            |
|      |   |                                                                                                                                                                                                                                           |
| 10.14(16) |   | Employment Agreement, made as of March 20, 2006  between Vita Food Products, Inc. and Clifford Bolen (Ex. 10.1)x                                                                                                                               |
|      |   |                                                                                                                                                                                                                                           |
| 10.15(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Howard Bedford (Ex. 10.1)                                                                                                                                |
|      |   |                                                                                                                                                                                                                                           |
| 10.16(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Stephen D. Rubin (Ex. 10.2)                                                                                                                              |
|      |   |                                                                                                                                                                                                                                           |
| 10.17(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Stephen D. Rubin (Ex. 10.3)                                                                                                                              |
|      |   |                                                                                                                                                                                                                                           |
| 10.18(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and the John C. Seramur 2005 Flite Trust  dated September 19, 2005 (Ex. 10.4)                                                                                |
|      |   |                                                                                                                                                                                                                                           |
| 10.19(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and the John C. Seramur 2005 Flite Trust  dated September 19, 2005 (Ex. 10.5)                                                                                |
|      |   |                                                                                                                                                                                                                                           |
| 10.18(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Clifford K. Bolen and Affiliates (Ex.  10.6)                                                                                                             |
|      |   |                                                                                                                                                                                                                                           |
| 10.19(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Delphi Casualty Co. (Ex. 10 7)                                                                                                                      |
|      |   |                                                                                                                                                                                                                                           |
| 14.1(7)   |   | Code of Ethics (Ex. 14.1)                                                                                                                                                                                                                      |
|      |   |                                                                                                                                                                                                                                           |
| 21.1(7)   |   | Subsidiary of the Company (Ex. 21.1)                                                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                           |
| 23.1(21)  |   | Consent of Independent Registered Public Accounting  Firm (Ex. 23.1)                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                           |
| 23.1.1    |   | Consent of Independent Registered Public Accounting  Firm*                                                                                                                                                                                     |
|      |   |                                                                                                                                                                                                                                           |
| 31.1      |   | Principal Executive and Financial Officer Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *                                                                                                                           |
|      |   |                                                                                                                                                                                                                                           |
| 32.1      |   | Principal Executive Officer and Financial  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *                                                                                                                           |

 

5

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(1)             Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onAugust 30, 2001.  Form 8-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(2)             Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onNovember 6, 2002.  Form 8-K ExhibitNumber is included in parenthesis following the title of the exhibit.

(3)             Incorporatedby reference to Form SB-2 Registration Statement (File No. 333-5738),filed with the Securities and Exchange Commission on September 23, 1996.  Form SB-2 Exhibit Number is included inparenthesis following the title of the exhibit.

(4)             Incorporatedby reference to Form 10-Q for the fiscal quarter ended September 30, 2003,filed with the Securities and Exchange Commission on November 14, 2003. Form10-Q Exhibit Number is included in parenthesis following the title of theexhibit.

(5)             Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on January 6, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(6)             Incorporatedby reference to Form 10-QSB for the fiscal quarter ended June 30, 1999, filedwith the Securities and Exchange Commission on August 9, 1999.  Form 10-QSB Exhibit Number is included inparenthesis following the title of the exhibit.

(7)             Incorporatedby reference to Form 10-K for the fiscal year ended December 31, 2003, filedwith the Securities and Exchange Commission on March 30, 2004.  Form 10-K Exhibit Number is included inparenthesis following the title of the exhibit.

(8)             Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on January 13, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(9)             Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on November 15, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(10)       Incorporatedby reference to Form 10-K for the fiscal year ended December 31, 2004, filedwith the Securities and Exchange Commission on March 31, 2005.  Form 10-K Exhibit Number is included inparenthesis following the title of the exhibit.

(11)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on April 12, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(12)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on April 18, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(13)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on July 13, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(14)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on August 11, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(15)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on September 8, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(16)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on March 23, 2006.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(17)       Incorporatedby reference to Form 10-K filed with the Securities and Exchange Commission onMarch 30, 2006.  Form 10-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(18)       Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onApril 7, 2006.  Form 8-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(19)       Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onFebruary 22, 2006.  Form 8-K ExhibitNumber is included in parenthesis following the title of the exhibit.

(20)       Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onApril 5, 2007.  Form 8-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(21)       Incorporatedby reference to Form 10-K filed with the Securities and Exchange Commission onApril 17, 2007.  Form 10-K Exhibit Numberis included in parenthesis following the title of the exhibit.

x                      Indicatesan employee benefit plan, management contract or compensatory plan orarrangement.

*                    Filedherewith.

*** ***

6

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**SIGNATURES**

Pursuant to the requirements ofSection 13 or 15(d) of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned,thereunto duly authorized.
| ** ** | **VITA FOOD PRODUCTS, INC.** |
|------------|------------------------------|
| ** ** | ** **                   |
| ** ** |                         |
| ** ** | By:                          | /s/ Clifford K.  Bolen |
|       |                         | Clifford K.  Bolen |
|       |                         | President |
|       |                         |   |
|       | Date:                        | May 2, 2007 |
|            |                              |  |  |

 

Pursuant to therequirements of the Securities Exchange Act of 1934, this report has beensigned below by the following persons on behalf of the registrant and in thefollowing capacities on May 1, 2007.
|                         | **Signatures** | ** **                                                   | ** ** | ** ** | **Title** | ** ** |
|-------------------------|----------------|--------------------------------------------------------------|------------|------------|-----------|------------|
|                    |           |                                                         |
| /s/ Clifford K. Bolen   |           | President  and Chief Executive Officer                       |
| Clifford K. Bolen       |           | (Principal  Executive and Financial and  Accounting Officer) |
|                    |           |                                                         |
| /s/ Stephen D. Rubin    |           | Chairman  of the Board                                       |
| Stephen D. Rubin        |           |                                                         |
|                    |           |                                                         |
| /s/ Howard Bedford      |           | Director                                                     |
| Howard Bedford          |           |                                                         |
|                    |           |                                                         |
| /s/ Scott Levitt        |           | Director                                                     |
| Scott Levitt            |           |                                                         |
|                    |           |                                                         |
| /s/ Glenn Morris        |           | Director                                                     |
| Glenn Morris            |           |                                                         |
|                    |           |                                                         |
| /s/ Steven A. Rothstein |           | Director                                                     |
| Steven A. Rothstein     |           |                                                         |
|                    |           |                                                         |
| /s/ John C. Seramur     |           | Director                                                     |
| John C. Seramur         |           |                                                         |
|                    |           |                                                         |

 

7

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**Exhibit Index**
| Number      | ** ** | **Exhibit Title**                                                                                                                                                                                     |
|-------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                  |
| 2.1(1)      |       | Stock Purchase Agreement, dated as of June 29, 2001,  between Vita Food Products, Inc., Virginia Honey Company, Inc. and Terry W.  Hess (Ex. 2.1)                                                     |
|        |       |                                                                                                                                                                                                  |
| 2.2(2)      |       | Merger Agreement, dated as of October 17, 2002,  between the Company, Vita Holdings, Inc., Vita/Halifax Acquisition Company,  Halifax, Robert J. Budd, Oak Hill Family LLC and Terry W. Hess (Ex 2.2) |
|        |       |                                                                                                                                                                                                  |
| 3.1(3)      |       | Articles of Incorporation of the Company (Ex. 3.1)                                                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 3.2(3)      |       | By-laws of the Company (Ex. 3.2)                                                                                                                                                                      |
|        |       |                                                                                                                                                                                                  |
| 4.1(3)      |       | Form of Common Stock Certificate (Ex. 4.1)                                                                                                                                                            |
|        |       |                                                                                                                                                                                                  |
| 4.2(9)      |       | Certificate of Designation of Series A Preferred  Stock, as filed with the Secretary of State of Delaware on November 11, 2005  (Ex. 4.1)                                                             |
|        |       |                                                                                                                                                                                                  |
| 10.1(4)     |       | Loan and Security Agreement dated as of September 5,  2003 by and between the Company and LaSalle National Bank, N.A. (Ex. 10.1)                                                                      |
|        |       |                                                                                                                                                                                                  |
| 10.1.1(10)  |       | First Amendment to Loan and Security Agreement dated  November 5, 2004 (Ex. 10.1.1)                                                                                                                   |
|        |       |                                                                                                                                                                                                  |
| 10.1.2(5)   |       | Second Amendment to Loan and Security Agreement  dated December 21, 2004 (Ex. 10.1)                                                                                                                   |
|        |       |                                                                                                                                                                                                  |
| 10.1.3(11)  |       | Third Amendment to Loan and Security Agreement dated  January 31, 2005 (Ex. 10.1)                                                                                                                     |
|        |       |                                                                                                                                                                                                  |
| 10.1.4(12)  |       | Fourth Amendment to Loan and Security Agreement  dated April 4, 2005 (Ex. 10.1)                                                                                                                       |
|        |       |                                                                                                                                                                                                  |
| 10.1.5(13)  |       | Fifth Amendment to Loan and Security Agreement dated  June 30, 2005 (Ex. 10.1)                                                                                                                        |
|        |       |                                                                                                                                                                                                  |
| 10.1.6(14)  |       | Sixth Amendment to Loan and Security Agreement dated  August 4, 2005 (Ex. 10.1)                                                                                                                       |
|        |       |                                                                                                                                                                                                  |
| 10.1.7(15)  |       | Seventh Amendment to Loan and Security Agreement dated  August 30, 2005 (Ex. 10.1)                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 10.1.8(20)  |       | Eighth Amendment to Loan and Security Agreement  dated March 30, 2007 (Ex. 10.1)                                                                                                                      |
|        |       |                                                                                                                                                                                                  |
| 10.1.9(17)  |       | Ninth Amendment to Loan and Security Agreement dated  March 24, 2006 (Ex. 10.1)                                                                                                                       |
|        |       |                                                                                                                                                                                                  |
| 10.1.10(21) |       | Tenth Amendment to Loan and Security Agreement dated  April 13, 2007 (Ex. 10.1.10)                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 10.2(3)     |       | Form of 1996 Employee Stock Option Plan (Ex. 10.4)                                                                                                                                                    |
|        |       |                                                                                                                                                                                                  |
| 10.3(3)     |       | Form of 1996 Stock Option Plan for Non-Employee  Directors (Ex. 10.5)x                                                                                                                                |
|        |       |                                                                                                                                                                                                  |

 

8

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| 10.4(3)    |   | Form of Employment Agreement between the Company and  Stephen D. Rubin (Ex. 10.7)x                                                                                                |
|------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                              |
| 10.4.1(6)  |   | Amendment One to Employment Agreement between the  Company and Stephen D. Rubin (Ex. 10.4.1)x                                                                                     |
|       |   |                                                                                                                                                                              |
| 10.4.2(10) |   | Amendment Two to Employment Agreement between the  Company and Stephen D. Rubin (Ex. 10.4.2)x                                                                                     |
|       |   |                                                                                                                                                                              |
| 10.4.3(18) |   | Employment Agreement between the Company and Stephen  D. Rubin, dated April 4, 2006 (Ex. 10.1)x                                                                                   |
|       |   |                                                                                                                                                                              |
| 10.5(7)    |   | Employment Agreement dated as of January 1, 2004  between the Company and Clark L. Feldman (Ex. 10.6)x                                                                            |
|       |   |                                                                                                                                                                              |
| 10.6(3)    |   | Long Term Supply/Purchase Agreement dated as of  September 1, 1992 by and between the Company and Barry’s Limited (Ex. 10.9)                                                 |
|       |   |                                                                                                                                                                              |
| 10.7(3)    |   | Gorenstein Agreement dated September 20, 1996 by and  among the Company, Stephen D. Rubin, Clark L. Feldman, Sam Gorenstein, David  Gorenstein and J.B.F. Enterprises (Ex. 10.26) |
|       |   |                                                                                                                                                                              |
| 10.8(1)    |   | Form of Employment Agreement, dated as of July 1,  2001, between Virginia Honey Company, Inc. and Terry W. Hess (First Exhibit  to Ex. 2.1)x                                      |
|       |   |                                                                                                                                                                              |
| 10.8.1(10) |   | Amendment One to Employment Agreement between  Virginia Honey Company, Inc. and Terry W. Hess (Ex. 10.8.1)x                                                                       |
|       |   |                                                                                                                                                                              |

 

9

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| 10.9(8)   |   | Employment Agreement, made as of November 1, 2002  between The Halifax Group, Inc. and Robert J. Budd (Ex. 10.1)x                                                                                                                         |
|-----------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                           |
| 10.10(8)  |   | Amendment to Employment Agreement, made as of March,  2003 between The Halifax Group, Inc. and Robert J. Budd (Ex. 10.2)                                                                                                                       |
|      |   |                                                                                                                                                                                                                                           |
| 10.11(8)  |   | Non-Competition and Non-Solicitation Agreement, made  as of November 1, 2002 among Vita Food Products, Inc., Vita Holdings, Inc.,  The Halifax Group, Inc. and Robert J. Budd (Ex. 10.3)                                                       |
|      |   |                                                                                                                                                                                                                                           |
| 10.12(10) |   | Confidential Settlement Agreement and Mutual  Release, entered into on March 28, 2005, among the Vita Food Products, Inc.,  Vita Specialty Foods, Inc., Virginia Honey Company, Inc., The Halifax Group,  Inc. and Robert J. Budd (Ex. 10.12)x |
|      |   |                                                                                                                                                                                                                                           |
| 10.13(9)  |   | Form of Rights Agreement dated as of November 10,  2005, between Vita Food Products, Inc. and American Stock Transfer and Trust  Company (Ex. 10.1)                                                                                            |
|      |   |                                                                                                                                                                                                                                           |
| 10.14(16) |   | Employment Agreement, made as of March 20, 2006  between Vita Food Products, Inc. and Clifford Bolen (Ex. 10.1)x                                                                                                                               |
|      |   |                                                                                                                                                                                                                                           |
| 10.15(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Howard Bedford (Ex. 10.1)                                                                                                                                |
|      |   |                                                                                                                                                                                                                                           |
| 10.16(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Stephen D. Rubin (Ex. 10.2)                                                                                                                              |
|      |   |                                                                                                                                                                                                                                           |
| 10.17(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Stephen D. Rubin (Ex. 10.3)                                                                                                                              |
|      |   |                                                                                                                                                                                                                                           |
| 10.18(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and the John C. Seramur 2005 Flite Trust  dated September 19, 2005 (Ex. 10.4)                                                                                |
|      |   |                                                                                                                                                                                                                                           |
| 10.19(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and the John C. Seramur 2005 Flite Trust  dated September 19, 2005 (Ex. 10.5)                                                                                |
|      |   |                                                                                                                                                                                                                                           |
| 10.18(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Clifford K. Bolen and Affiliates (Ex.  10.6)                                                                                                             |
|      |   |                                                                                                                                                                                                                                           |
| 10.19(19) |   | Subscription Agreement, dated February 16, 2006  between Vita Food Products, Inc. and Delphi Casualty Co. (Ex. 10.7)                                                                                                                      |
|      |   |                                                                                                                                                                                                                                           |
| 14.1(7)   |   | Code of Ethics (Ex. 14.1)                                                                                                                                                                                                                      |
|      |   |                                                                                                                                                                                                                                           |
| 21.1(7)   |   | Subsidiary of the Company (Ex. 21.1)                                                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                           |
| 23.1(21)  |   | Consent of Independent Registered Public Accounting  Firm (Ex. 23.1)                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                           |
| 23.1.1    |   | Consent of Independent Registered Public Accounting  Firm*                                                                                                                                                                                     |
|      |   |                                                                                                                                                                                                                                           |
| 31.1      |   | Principal Executive and Financial Officer  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *                                                                                                                           |
|      |   |                                                                                                                                                                                                                                           |
| 32.1      |   | Principal Executive Officer and Financial  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *                                                                                                                           |

 

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(1)             Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onAugust 30, 2001.  Form 8-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(2)             Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onNovember 6, 2002.  Form 8-K ExhibitNumber is included in parenthesis following the title of the exhibit.

(3)             Incorporatedby reference to Form SB-2 Registration Statement (File No. 333-5738),filed with the Securities and Exchange Commission on September 23, 1996.  Form SB-2 Exhibit Number is included inparenthesis following the title of the exhibit.

(4)             Incorporatedby reference to Form 10-Q for the fiscal quarter ended September 30, 2003,filed with the Securities and Exchange Commission on November 14, 2003. Form10-Q Exhibit Number is included in parenthesis following the title of theexhibit.

(5)             Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on January 6, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(6)             Incorporatedby reference to Form 10-QSB for the fiscal quarter ended June 30, 1999, filedwith the Securities and Exchange Commission on August 9, 1999.  Form 10-QSB Exhibit Number is included inparenthesis following the title of the exhibit.

(7)             Incorporatedby reference to Form 10-K for the fiscal year ended December 31, 2003, filedwith the Securities and Exchange Commission on March 30, 2004.  Form 10-K Exhibit Number is included inparenthesis following the title of the exhibit.

(8)             Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on January 13, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(9)             Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on November 15, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(10)       Incorporatedby reference to Form 10-K for the fiscal year ended December 31, 2004, filedwith the Securities and Exchange Commission on March 31, 2005.  Form 10-K Exhibit Number is included inparenthesis following the title of the exhibit.

(11)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on April 12, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(12)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on April 18, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(13)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on July 13, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(14)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on August 11, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(15)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on September 8, 2005.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(16)       Incorporatedby reference to Form 8-K filed with theSecurities and Exchange Commission on March 23, 2006.  Form 8-K Exhibit Number is included inparenthesis following the title of the exhibit.

(17)       Incorporatedby reference to Form 10-K filed with the Securities and Exchange Commission onMarch 30, 2006.  Form 10-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(18)       Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onApril 7, 2006.  Form 8-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(19)       Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onFebruary 22, 2006.  Form 8-K ExhibitNumber is included in parenthesis following the title of the exhibit.

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(20)       Incorporatedby reference to Form 8-K filed with the Securities and Exchange Commission onApril 5, 2007.  Form 8-K Exhibit Numberis included in parenthesis following the title of the exhibit.

(21)       Incorporatedby reference to Form 10-K filed with the Securities and Exchange Commission onApril 17, 2007.  Form 10-K Exhibit Numberis included in parenthesis following the title of the exhibit.

x                      Indicatesan employee benefit plan, management contract or compensatory plan orarrangement.

*                    Filedherewith.

*** ***

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