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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

|X|             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2003

| |           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from ____________ to ____________

                         Commission File Number 1-12599

                            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

          Securities registered pursuant to Section 12(b) of the Act:

<Table>
<Caption>
Title of each class                                Name of each exchange on which registered
<S>                                                <C>
COMMON STOCK, PAR VALUE $.01 PER SHARE             AMERICAN STOCK EXCHANGE & CHICAGO STOCK EXCHANGE
</Table>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes | | No |X|

The aggregate market value of common stock held by non-affiliates of the
registrant as of February 27, 2004 was $11,546,202 and as of June 30, 2003 was
$7,235,358.

The number of shares outstanding of the registrant's common stock as of February
27, 2004 was 3,842,616.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be delivered to stockholders in
connection with the Annual Meeting of Stockholders to be held May 19, 2004 are
incorporated by reference in Part III.


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                                     PART I

ITEM 1. BUSINESS.

INTRODUCTION

      Vita Food Products, Inc. (the "Company") has been engaged in the sale of
specialty food products under the VITA brand name for over 70 years. The Company
believes that its long history of producing and marketing quality products has
created a strong recognition of the VITA brand name among consumers and has
enabled the Company to build an extensive national distribution network of
established food brokers for the sale of its products to supermarket chains and
wholesale clubs (collectively "Supermarkets") and to institutional/food service
operations, such as restaurant chains, hotels, country clubs, cruise lines and
other bulk purchasers (collectively "Institutional Purchasers"). The Company
believes that "VITA" with its accompanying logo is the most widely recognized,
and the only nationally recognized, brand name in herring products and cured and
smoked salmon products. The Company is one of the leading processors of herring
products and cured and smoked salmon products in the United States and has been
producing and selling herring products for over 70 years and cured and smoked
salmon products for over 30 years. The Company's products include a variety of
cuts of pickled herring in cream and wine based sauces, and lox and nova salmon.
The Company markets other complementary specialty food products, such as cream
cheese with salmon, shrimp cocktail, horseradish, cocktail, tartar sauces and
salad dressings, all of which it purchases from third party food producers and
markets under the VITA brand name pursuant to co-packing arrangements, with the
exception of the salad dressing products, which are now produced by the
Company's subsidiary. Historically, the Company has increased its sales through
acquisitions that have enabled the Company to add new product lines and expand
its existing product lines. The Company markets and, in some cases, also
produces related specialty food products under other brand names, some of which
are recognized regional brand names, in certain regions of the country, that
have been licensed to the Company.

      The Company significantly expanded its line of specialty food products in
2002 and 2001 with the acquisitions of The Halifax Group, Inc. ("Halifax") and
the Virginia Honey Company, Inc. ("Virginia Honey") respectively. The Company
has formed Vita Specialty Foods, Inc. as a wholly owned subsidiary and a
separate business unit (the "Vita Specialty Foods Segment") to consolidate the
operations of Virginia Honey and Halifax (the Company's operations conducted
separately from the operations of the Vita Specialty Foods Segment are referred
to herein as the "Vita Segment"). Virginia Honey specializes in processing and
marketing, under the VIRGINIA BRAND name, honey, salad dressings, sauces, jams
and jellies and gift basket products. Halifax produces and markets, under its
Oak Hill Farms(R) brand name a line of salad dressings, gourmet sauces, and
beverages and, under its Scorned Woman(R) brand name, a line of hot sauce based
products. In addition, through its acquisition of Halifax, the Company has brand
name product licensing agreements with JIM BEAM(R), DRAMBUIE(R), HBO(R) and
ALLIED DOMECQ for the brand names KAHLUA(R) and COURVOISIER(R), under which the
Company produces and markets various cooking sauces, pasta sauces, steak sauces,
marinades and other gourmet related products. As a result of these acquisitions,
the Company is leveraging its sales and distribution network to provide national
exposure to the products of the Vita Specialty Foods Segment. The Company also
expects to introduce new products with a goal of enhancing the aforementioned
brand names under VITA and the Vita Specialty Foods Segment.

COMPANY BACKGROUND

      The Company was originally incorporated as Vita Food Products, Inc. in
1928. In 1968, Brown and Williamson Tobacco Company, a British company,
purchased the Company. The Company was then acquired by Dean Foods Company in
1978. In 1982, Mr. Stephen D. Rubin and Mr. Clark L. Feldman, on behalf of an
investor group (the "Investors"), negotiated the acquisition of the Company from
Dean Foods Company and became the Company's largest shareholders. On September
20, 1996, the Company reincorporated in the State of Nevada through a merger of
Vita Food Products, Inc., an Illinois corporation ("Vita-Illinois"), and V-F
Acquisition, Inc., an Illinois corporation that was the largest shareholder of
Vita-Illinois, into the Company, a Nevada corporation formed for the purpose of
effecting the reincorporation. On January 23, 1997, the Company completed an
initial public offering of shares of its common stock, par value $.01 per share
("Common Stock"), and redeemable common stock purchase warrants, which expired
in 2002, resulting in net proceeds before expenses of approximately $4.1
million.

      Effective July 1, 2001 the Company acquired 100% of the outstanding shares
of capital stock of Virginia Honey. The results of Virginia Honey have been
included in the Company's consolidated financial statements since the effective
date. Virginia Honey was established in 1962 as a small beekeeping


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business. Since then, Virginia Honey expanded its product offerings to include
salad dressings and by 1998 the company had grown to include two production
facilities, with one used to pack honey products and the second to process and
pack salad dressings, sauces and marinades.

      Effective November 1, 2002 the Company acquired 100% of the outstanding
shares of capital stock of Halifax. The results of Halifax have been included in
the Company's consolidated financial statements since the effective date as part
of the Vita Specialty Foods Segment. Halifax specialized in product development
and marketing of its wide range of food products. The product list includes
salad dressings, barbeque sauce, steak sauce, gourmet sauces, hot sauces and
gift basket related items. In addition, Halifax developed and marketed food
products through licensing agreements with well-recognized brands such as JIM
BEAM(R), HBO(R) (based on the restaurateur ARTIE BUCCO(TM) in THE SOPRANO'S(R)),
and DRAMBUIE(R). Halifax operations were run in a production facility and
warehouse in Georgia, until late in 2003 when operations were moved to the
Company's Martinsburg, West Virginia plant.

STRATEGY

      The Company's long-term strategy is to (i) focus on acquisitions; (ii)
capitalize on the goodwill associated with the Vita brand name; and (iii)
capitalize on the strength of the Company's national distribution network to
increase its market share for its existing products and introduce and market new
specialty food products, which will be sold under the VITA, VIRGINIA BRAND, OAK
HILL FARMS and other brand names owned, purchased or licensed from third
parties. The Company intends to implement its growth strategy through acquiring,
or entering into joint ventures with, companies producing complementary
specialty food products, introducing and developing new products and increasing
its marketing efforts.

PRODUCTS

      The Company's products include herring products, cured and smoked salmon
products, complementary products, honey products, salad dressing products and a
variety of related ready to eat specialty food products. The Company's
refrigerated products can be located in the dairy department, meat and fish
department or deli department of Supermarkets. The Company also sells products
in the grocery sections of Supermarkets. Many of the Company's products are also
sold in bulk to Institutional Purchasers. The Company believes that, although
the market for herring products has been and is expected to remain constant, the
market for salmon products and certain other specialty products is increasing.
Consumption of fresh and frozen seafood in the United States has been
increasing, especially consumption of salmon. All of the Company's salmon,
herring and honey products, and most of its salad dressings, complementary and
other specialty food products are kosher and receive the symbol of certification
from the Orthodox Union. The Company also receives the symbol of certification
for the use of many of its products for Passover from the Orthodox Union. The
Company believes that the market for kosher foods will grow in the next few
years and that this represents a significant opportunity for the Company. The
increase in consumption of kosher food products is at least partially the result
of (i) the perception by certain consumers who are not bound by Judaism's
religious dietary restrictions that kosher certification indicates a superior
product, and (ii) an increase in the U.S. population of members of other
religious groups such as Islam, Hinduism and some branches of Christianity that
observe dietary restrictions similar to many Jewish people.

CERTAIN FINANCIAL INFORMATION

      See Note 12 in "Item 8. Financial Statements" for information regarding
revenues from external customers, profit and total assets of each of the
Company's business segments.

VITA SEAFOOD SEGMENT PRODUCTS

      HERRING

      The Company, generally using the best available grade of ocean herring,
cures the herring and mixes the cured herring with a variety of high quality
spices, wines and other ingredients according to the Company's proprietary
formulations to produce a number of herring products. These products are then
either packaged in vacuum-sealed glass jars to preserve flavor for sale to
Supermarkets or packaged in bulk containers for sale to Institutional
Purchasers. Herring is a traditional Eastern European and Scandinavian staple,
being one of the most widely consumed fish in the world. In the United States,
however, herring is more of a specialty product that is served at parties or
holiday gatherings. Herring products are often served as appetizers, part of a
buffet, between-meal snacks or an ingredient in salads. The Company's most


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popular herring products are its "VITA Herring Party Snacks" and "VITA Herring
in Sour Cream." The Company also sells a variety of other herring products under
the VITA and ELF brand names. Sales of herring products represented 28%, 32% and
42% of total consolidated sales revenues for the years ending December 31, 2003,
2002 and 2001 respectively.

      SALMON

      The Company, using only premium and quality grades of salmon from
Southeastern Alaska, Canada, Chile, and other regions, cures, smokes, and slices
the salmon for most of its salmon products. The Company's retail salmon products
are packaged and sold either refrigerated or frozen to Supermarkets. The
institutional cured and smoked salmon products are packaged in bulk containers,
including three-pound trays, and sold refrigerated or frozen to Institutional
Purchasers. The Company introduced a new line of premium smoked Atlantic Salmon
products, under the "ATLANTIC BAY CLASSIC" name with the VITA logo, in the
fourth quarter of 2001. This product line is processed in Chile by a third party
pursuant to a co-packing arrangement. Salmon consumption has been increasing
over the past five years and salmon now represents one of the most popular types
of seafood consumed in the United States. The Company's salmon products are
generally served as part of buffets at parties, particularly during the
Christmas holiday season, or as a traditional brunch item with bagels. The
salmon products are also served as appetizers at formal parties and are being
more frequently used as light meals. The Company's salmon products include "VITA
Lox Salmon," "VITA Nova Salmon," and "VITA Peppered Salmon," "Atlantic Bay
Classic Salmon," "VITA Salmon Burger," "VITA Marinated Salmon," and "VITA Salmon
Spread". Sales of salmon products represented 24%, 30% and 35% of total
consolidated sales revenues for the years ending December 31, 2003, 2002 and
2001 respectively.

      COMPLEMENTARY PRODUCTS

      The Company sells a number of spreads and condiments, including
horseradish products, cream cheese with smoked salmon, cocktail and tartar
sauces, and shrimp cocktail products. These products are used as appetizers,
snacks, and condiments to accompany light meals and holiday trays. These
products are marketed by the Company under the VITA brand name, but produced by
third parties pursuant to co-packing arrangements.

VITA SPECIALTY FOODS SEGMENT PRODUCTS

      SALAD DRESSINGS

      The Company manufactures and markets three premium lines of salad
dressings. One line is under the VIRGINIA BRAND name and is sold in the grocery
section. The second line is under the OAK HILL FARMS name and is also sold in
the grocery section. The third line, which has been developed since the
acquisition of Virginia Honey, is under the VITA brand name and is sold as
refrigerated. All salad dressing flavors feature the finest ingredients
available and most contain the ingredient Vidalia(R) Onion. While all of the
dressings boast premium quality and taste, some also feature no cholesterol, low
fat, low carbohydrates, and low calories. The Company's customers are mainly
Supermarkets. Sales of salad dressings represented 21%, 19% and 9% of total
consolidated sales revenues for the years ending December 31, 2003, 2002 and
2001 respectively.

      HONEY

      Virginia Honey, followed by the Company, have been packing and marketing
Pure, Grade "A" honey under the VIRGINIA BRAND name since 1962. The honey is
available in several varieties and blends, including Clover, Wildflower, Orange
Blossom, and Acacia. Each variety is available in many sizes ranging from 6oz
mugs to 55-gallon drums used for food service. The Company's customers include
Supermarkets, Institutional Purchasers, bakeries and major food processors.

      SPECIALTY PRODUCTS

      The Company manufactures and sells marinades, steak sauce, hot sauces,
pasta sauce and other gourmet cooking sauces. These products are marketed by the
Company under the OAK HILL FARMS and


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SCORNED WOMAN brand names and under licensing agreements from JIM BEAM(R),
DRAMBUIE(R), HBO(R), KAHLUA(R) and COURVOISIER(R).

      In addition, the Company sells a wide array of other products including
marinades, steak sauce, hot sauces, molasses, baking mixes, syrups, condiments,
cider, mustard, jams, jellies, and preserves. These products are marketed by the
Company under the VIRGINIA BRAND name, but produced by third parties pursuant to
co-packing arrangements.

NEWER PRODUCTS

      The Company's newer products are those being introduced currently and
during the past year and are developed by the Company, acquired through
acquisitions of other companies, or marketed under co-packing arrangements or
distribution agreements.

      The Company has expanded the ARTIE BUCCO(TM) line of products, based on
the restaurateur in the HBO(R) television series, THE SOPRANOS(R), by adding a
spicy marinara sauce, barbeque and steak sauces and the JIM BEAM(R) line of
products to include four additional flavored marinades. The products were made
available during 2003 and are being distributed to Supermarkets and other
outlets.

      The Company signed a licensing agreement in 2003 with Allied Domecq to
manufacture and distribute a new line of KAHLUA(R) and COURVOISIER(R) branded
sauces and flavored beverage concentrates. The products will be made available
during the second quarter of 2004 to gourmet stores and other specialty outlets.

      The Company has capitalized on its national distribution network and the
strong recognition of the VITA brand name to generate sales of these products.
In order to introduce these products, the Company has incurred costs for
development and distribution, which are significant relative to sales levels at
the time of introduction. It is expected that as sales of these products grow,
the development and distribution costs will decline on a relative basis.

PRODUCT DISTRIBUTION AND SALES

      The Company's products, under both segments, are currently sold through a
national distribution network of approximately 60 established retail and
institutional/food service brokers. The Company believes that it is the only
processor of herring products and cured and smoked salmon products that has
established such an extensive national distribution network. The Company
believes it has been successful in developing this network for a number of
reasons, including the recognition of the VITA brand name and the Company's
reputation for producing quality products. The Company has also been able to
develop and strengthen its distribution network by providing adequate shelf
space for its products. The Company's current marketing efforts and its
long-term relationship with many of the food brokers has also contributed to the
strength of this network. The Company, through its marketing efforts, attempts
to maintain good relationships with the Supermarkets and Institutional
Purchasers that purchase its products. The Company believes that its national
distribution network has, in turn, helped strengthen the VITA brand name and has
been an important factor in the Company's ability to introduce new products into
the marketplace and is an important component of its acquisition strategy.

      The Company's regional sales managers oversee its national distribution
network. The Company employs full-time regional sales managers who maintain
contact with the food brokers in their region and monitor their performance. The
regional sales managers also assist the food brokers in their selling efforts
by, among other things, accompanying the food brokers on local sales calls. The
Company believes that it is one of the few companies in its market niche to
employ regional sales managers and that the presence of the regional sales
managers has solidified the Company's relationship with its national
distribution network.

      The Company enters into an agreement with each food broker, which grants
the food broker an exclusive territory in which to sell its products and sets
forth the amount of commissions to be paid on such sales by the Company. Such
agreements do not permit the Company to make sales directly to Supermarkets
located in a food broker's exclusive territory unless the Company pays the food
broker the commission, which the food broker would have earned. The agreements
are terminable by either party upon 30 days' notice. The Company believes such
terms are standard in the Company's industry. The food brokers sell the
Company's products in both the retail and institutional/food service markets.
The retail market, consisting of


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Supermarkets, has generally accounted for approximately 91% of the Company's net
sales while Institutional Purchasers have accounted for the remaining 9% of net
sales.

      In addition to the Company's four facilities, the Company also stores and
distributes its products through over 15 warehouse facilities owned by third
parties, which are located throughout the United States.

CUSTOMERS

      The Company's customers include large regional supermarket chains,
wholesale clubs and gourmet shops throughout the country and in Canada and
Mexico. The Company's products sold under the VITA and VIRGINIA BRAND names are
particularly well known on the eastern seaboard.

      The Company's two largest customers represented 19% and 13% of its net
sales in 2003, 19% and 12% in 2002 and 12% and 9% in 2001, respectively. The
Company does not have a long-term contractual relationship with either customer.
The Company believes the loss of either of these customers would have a material
adverse affect on the Company's business, financial condition and results of
operations. To this point, during 2003, Vita seafood's largest customer
discontinued a Vita seafood product resulting in a material impact to the
Company's financial results for the year. However, the Company is taking steps
to recover this business. The Company believes that its present working
relationships with these customers that have been built up over time, are likely
to continue.

      The Company is aware that its customers are continually reviewing their
purchasing decisions which may result in such customers changing their current
orders from higher margin to lower margin products or reducing the amount of a
product or products purchased. Any material change in orders or reduction in the
amount of a product or products purchased by one or more significant customers
could adversely affect the Company's business, financial condition and results
of operations.

FOREIGN SALES

      The Company had sales to foreign countries totaling $1,658,000 during
2003.

PRODUCT RETURN POLICY

      The Vita seafood segment of the Company guarantees the sale of most of its
products sold in Supermarkets, excluding warehouse clubs, which sales represent
approximately 72% of that segment's sales. This guarantee helps ensure that
consumers receive fresh products. Under the guarantee, products not sold before
the expiration date are either returned to the Company through its food brokers
or are disposed of by the Supermarkets or food distributor. A credit is then
issued to the Supermarket or food distributor. The Company provides a reserve
that is recorded concurrently with the sale. The Company believes, based on its
historical return rates, which have been fairly consistent over the past several
years, that this reserve is adequate to recognize the cost of all foreseeable
future product return credits associated with previously recognized revenues.

PRODUCTION

      SUPPLIERS

      The Company relies on outside suppliers for its requirements in producing
its herring, salmon, honey, salad dressings, cooking sauces and other products.
The Company previously purchased most of its herring from one specialty herring
harvester and processor (the "Supplier") located in Canada, pursuant to a supply
agreement. Under the agreement, the Supplier had the option to supply 90% of the
Company's annual requirements for herring, provided it sold the herring at the
same prices which the Company would pay if it purchased herring elsewhere. The
Supplier guaranteed the first priority of supply of herring to the Company, in
an amount necessary to satisfy the Company's requirements. The agreement was
terminated in 2002, but has not changed the Company's decades-long relationship
with the Supplier, as the Company has been purchasing herring from the Supplier
since the Company began operations over 70 years ago. The absence of an
agreement has not impacted the Company, since the Company continues to buy from
the Supplier at competitive prices and the Company has established other sources
of supply it believes will be adequate in the event the Supplier ceases to offer
herring at competitive prices. The Company currently


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purchases its other raw materials and co-packed products from a number of
sources and the Company believes that there are other suppliers from which the
Company could meet its requirements, if necessary.

      QUALITY CONTROL

      The Company believes that it was one of the first processors of herring
products and cured and smoked salmon products to institute quality control
procedures and that its quality control procedures are among the most stringent
in this market. The Company has six full-time employees in its Quality Control
Departments. The primary responsibility of these employees is to ensure the
quality of all its products by overseeing the production process and by
frequently testing the consistency of the products as they are produced. In
addition, the Company is using certain high-tech equipment in its production
process dedicated solely to quality control purposes that the Company believes
gives it a competitive advantage. The products produced through co-packing
arrangements are subject to both the quality control procedures of the
co-packing company and the same frequent product testing that is required of the
Company's products under its quality control procedures.

COMPETITION

      The market for the Company's products is highly competitive. The Company
believes that consumers choose herring products, salmon products, honey
products, salad dressing products as well as its other specialty products based
primarily on product quality and price. Although the Company's competitors for
herring and salmon products are generally small regional food processors and
producers, certain of the Company's competitors may have greater financial and
other resources than the Company and may offer lower prices on comparable
products. Since a key competitive factor among producers of cured and smoked
salmon products and herring products is price, even smaller regional companies
may be able to compete effectively against the Company due to reduced shipping
costs. While the Company believes its prices are competitive for the quality
level of its products, the Company relies primarily on the recognition of the
VITA brand name, its reputation for selling quality products, and the strength
of its distribution network. The Company's main competitors in the herring
product and cured and smoked salmon product market are Lascco, Mama's and
Nathan's, among others. The Company believes it is the only independent company
with national distribution capabilities in this market. In the honey products
market the Company's main competitors are Dutch Gold Honey and Sioux Bee Honey.
The Company recognizes that the salad dressing market is very competitive and
there are large companies such as Kraft Foods, Inc. in this market. However, the
Company believes that there is a niche with the salad dressing products the
Company offers. Most of the salad dressings are based on the Vidalia(R) Onion as
an ingredient. The Vidalia(R) Onion ingredient, couplED with the Company's
proprietary formulations, have created what the Company believes are unique
products.

ENVIRONMENTAL MATTERS

      In the ordinary course of the Company's production process, at the Chicago
Illinois facility, spillage and cleaning results in a high concentration of
sugars and vinegars, which create Biological Oxygen Demands ("BODs") as well as
fats, oils and greases ("FOGs"), both of which enter the waste water treatment
system. The Company is assessed a user charge by the Metropolitan Water
Reclamation District (the "District"), based in part on the costs of treating
this waste water. If the level of FOGs entering the wastewater treatment system
exceeds a specified level over a specified period of time, the District,
following certain procedural requirements, has the authority to fine the Company
or to temporarily close the Company's production facility. The District has not
initiated or threatened to initiate proceedings against the Company for
violating specified levels for FOGs.

INTELLECTUAL PROPERTY

      Trademarks and trade names are of critical importance to producers of food
products. A recognized trademark or trade name allows the consumer to
immediately identify the source of a product, even if the product is new to the
marketplace.

      VITA SEAFOOD SEGMENT

      The Company owns the federally registered trademark "VITA" (with
accompanying design). The Company believes that this mark is widely recognized,
and provides immediate identification of the source of its products to
consumers. This recognition is the basis for the Company's ability to maintain a
significant share of the national market for refrigerated herring products and
cured and smoked salmon products. The


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Company believes the "VITA" brand name and trademark has a substantial amount of
goodwill associated with it. The Company believes the VITA trademark and its
accompanying design are critical to its ability to market new products and to
its marketing strategy in general.

      The Company has also licensed the "ELF" brand name, of herring products,
which the Company believes has widespread consumer recognition in the Midwest
region of the country. The Company obtained all of Lyon Food's rights to the
"ELF" trademark in connection with herring products from Food Marketing Corp.
pursuant to a letter agreement (the "Letter Agreement"). Ownership of the "ELF"
trademark originally belonged to Food Marketing Corp. and was transferred to
SuperValu, Inc., which affirmed Lyon Food's right to use the mark as set forth
in the Letter Agreement and consented to the Company's right to use the
trademark in connection with smoked fish products. The Letter Agreement is
terminable upon six months notice to the Company. The Company also sells, under
a new product line of smoked Atlantic Salmon, "ATLANTIC BAY CLASSIC." The
Company has applied for a registered federal trademark for "ATLANTIC BAY
CLASSIC."

      VITA SPECIALTY FOODS SEGMENT

      Through its acquisitions of Virginia Honey and Halifax, the Company also
acquired the federally registered trademarks "VIRGINIA BRAND", "OAK HILL FARMS"
and "SCORNED WOMAN". In addition, the Company is now producing and marketing
products under various third-party licensing agreements. The Company believes
that the brand names of JIM BEAM(R), DRAMBUIE(R), KAHLUA(R), COURVOISIER(R) and
the recognition brought to the ARTIE BUCCO(TM) food product line from the HBO(R)
television series THE SOPRANOS(R) can attract consumer attention in a highly
competitive marketplace. The Company believes these licensing agreements can
provide opportunities within the Company's national sales and distribution
network to add significant sales growth. The Company plans to explore the use of
additional brand names through third-party licensing agreements as part of its
overall strategy. The Company is not aware of any names or marks, which infringe
any of those the Company uses. Although the Company sells products under a
number of other brand and trade names, such other brand or trade names are not
material to the Company's marketing strategy. The Company also uses various
recipes and proprietary formulations in its products, which it maintains as
trade secrets. The Company does not believe its business is otherwise dependent
upon any patent, license, trademark, service mark or copyright.

PRODUCT LIABILITY INSURANCE

      The Company currently maintains product liability insurance for its
products with limits of $10,000,000 per occurrence and $11,000,000 in the
aggregate, per annum for its operations. There can be no assurance that the
Company's insurance will be adequate to cover future product liability claims,
or that the Company will be able to maintain adequate product liability
insurance at commercially reasonable rates.

EMPLOYEES

      At December 31, 2003, the Company had 170 full-time employees.
Additionally, up to 40 workers are hired on a temporary basis each year to meet
seasonal production demands. At the Chicago Illinois plant, except for
supervisors, all production employees are represented by the Local 546 United
Food & Commercial Workers, International Union and maintenance employees are
represented by the Local 399 International Union of Operating Engineers. The
Company has not experienced any work stoppages since the Company was acquired by
the Investors in 1982. The Company considers its relations with its employees to
be good.

GOVERNMENT REGULATION

      The manufacture, processing, packaging, storage, distribution and labeling
of food products are subject to extensive federal and state laws and
regulations. In the United States, the Company's business is subject to
regulation by the Food and Drug Administration (the "FDA"). Applicable statutes
and regulations governing food products include "standards of identity" for the
content of specific types of foods, nutritional labeling and serving size
requirements. The Company believes that its current products satisfy, and its
new products will satisfy, all applicable regulations and that all of the
ingredients used in its products are "generally recognized as safe" by the FDA
for the intended purposes for which they will be used.


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<PAGE>
      Vita Specialty Foods, operations and production facility, from which such
operations are conducted, are under license by the Department of Alcohol,
Tobacco and Firearms (the "ATF"), subject to extensive federal laws and
regulations based on Vita Specialty Foods' use of alcohol as an ingredient in a
number of its food products. The Company believes that its current products and
processes and reporting requirements satisfy all applicable regulations set
forth by ATF and its licensing provisions.

SEASONALITY

      See "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations--Seasonality; Quarterly Results."

ITEM 2. PROPERTIES.

      The Company produces, packages, stores, and distributes its herring and
salmon products at the Company-owned facility located in Chicago, Illinois. The
Company's facility is located on 125,600 square feet of land. The facility
contains approximately 82,200 square feet of space, including approximately
65,000 square feet of production space, approximately 13,900 square feet of
refrigerated storage space, and approximately 3,300 square feet of office space.
LaSalle National Bank of Chicago has a mortgage on this facility.

      The Company produces, packages, stores, and distributes its VITA and
VIRGINIA BRAND salad dressing products and its OAK HILL FARMS, JIM BEAM(R)
Brand, DRAMBUIE(R) Brand, ARTIE BUCCO(TM) Brand and SCORNED WOMAN Brand of
products ranging from salad dressing, cooking sauces, pasta sauces, hot sauces
and beverage products at a leased facility located in Martinsburg, West
Virginia. The Company's facility is located on 8.75 acres of land. The facility
contains approximately 68,000 square feet of space, including approximately
62,300 square feet of production space, and approximately 5,700 square feet of
office space.

      The Company processes, packages, stores, and distributes its honey
products at a leased facility located in Berryville, Virginia. The Company's
facility is located on 6.25 acres of land. The facility contains approximately
24,000 square feet of space, including approximately 23,250 square feet of
production space, and approximately 750 square feet of office space.

      The Company also stores certain raw materials and finished goods in its
leased warehouse of approximately 25,000 square feet of space in Lithonia,
Georgia.

      The Company believes that its current facilities provide sufficient
capacity for its needs.

ITEM 3. LEGAL PROCEEDINGS.

      The Company is not currently involved in any material pending legal
proceedings and is not aware of any material legal proceedings threatened
against it.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      No matters were submitted to a vote of security holders during the fourth
quarter 2003.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
        AND ISSUER PURCHASES OF EQUITY SECURITIES.

      The Company's Common Stock began trading on the Chicago Stock Exchange on
January 17, 1997, and on the American Stock Exchange on May 12, 1997, under the
symbol "VSF". The Company believes that as of March 20, 2004 there were
approximately 400 beneficial holders of the Company's Common Stock.

      The Company has never paid a cash dividend on its Common Stock and
currently anticipates that all of its earnings will be retained for use in the
operation and expansion of its business. The Company's


                                       9
<PAGE>
revolving and term loan facilities restrict the Company's ability to pay
dividends. See Note 3 to "Item 8. Financial Statements."

      The following table sets forth the high and low sales prices per share for
the Common Stock of the Company for each quarter within fiscal years 2003 and
2002.

<TABLE>
<CAPTION>
               Quarter               High     Low
               -----------------   ------   ------
<S>                                <C>      <C>
               1st - 2003          $ 4.30   $3.86
               2nd - 2003            5.75    3.99
               3rd - 2003            8.25    5.00
               4th - 2003           13.91    5.91

               1st - 2002            5.99    3.41
               2nd - 2002            8.50    3.50
               3rd - 2002            6.45    4.55
               4th - 2002            5.69    3.90
</TABLE>

                      EQUITY COMPENSATION PLAN INFORMATION

<TABLE>
<CAPTION>
Plan Category                  Number of securities to be    Weighted-average exercise      Number of securities
                                issued upon exercise of        price of outstanding       remaining available for
                                  outstanding options,         options, warrants and       future issuance under
                                  warrants and rights                 rights             equity compensation plans
                                                                                           (excluding securities
                                                                                          reflected in column (a))
                                          (a)                           (b)                         (c)
----------------------------   --------------------------    -------------------------   -------------------------
<S>                            <C>                           <C>                         <C>
Equity compensation plans
approved by security holders            314,400                        $3.52                      216,484

Equity compensation plans
not approved by security
holders                                       0                            0                            0

Total                                   314,400                        $3.52                      216,484
</TABLE>

ITEM 6. SELECTED FINANCIAL DATA.

In thousands, except per share data

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,                         2003           2002(2)         2001(1)         2000           1999

<S>                                           <C>              <C>             <C>           <C>            <C>
  NET SALES                                   $50,930          $42,863         $31,982       $25,127        $22,966
  OPERATING INCOME                              2,502            2,915           2,099         1,104            904
  OPERATING MARGIN                              4.90%            6.80%           6.56%         4.39%          3.94%
  NET INCOME                                    1,048            1,446           1,156           722            310
  BASIC EARNINGS PER SHARE                       0.28             0.39            0.31          0.19           0.08
  DILUTED EARNINGS PER SHARE                     0.27             0.38            0.31          0.19           0.08
  CASH                                            125               46             529            14             53
  TOTAL ASSETS                                 29,084           26,542          20,068        12,189         10,597
  LONG-TERM DEBT (LESS CURRENT
    MATURITIES)                                17,685           14,416           7,112         5,593          4,376
  SHAREHOLDERS' EQUITY                          7,192            5,993           4,430         3,267          2,531
</TABLE>

(1)   Includes the results of Virginia Honey since the effective acquisition
      date of July 1, 2001.

(2)   Includes the results of Halifax since the effective acquisition date of
      November 1, 2002.


                                       10
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION.

RESULTS OF OPERATIONS COMPARISON OF THE YEAR ENDED DECEMBER 31, 2003 AND THE
YEAR ENDED DECEMBER 31, 2002

REVENUES. Net sales for the year ended December 31, 2003 were $50,930,000
compared to $42,863,000 for the same period in 2002, an increase of $8,067,000
or 18.8%. This increase is attributable to a gain by Vita Specialty Foods of
$8,947,000 or 60.1%, which is largely due to the first full year inclusion of
sales resulting from the Halifax business acquisition. This large increase was
reflected in all the Vita Specialty Foods segment's major product lines
including salad dressings/marinades $2,898,000; honey/molasses $2,146,000; hot
filled sauces and resale items $4,674,000; partially offset by higher returns
and allowances of $771,000. This increase from Vita Specialty Foods was
partially offset by a sales decline of $880,000 or 3.1% for the Vita seafood
business, which was primarily the result of a 4.9% decrease in gross sales of
salmon products. This salmon sales decrease was primarily attributable to one
specific product. During the third quarter, Vita seafood's largest customer
discontinued a Vita salmon product that resulted in a material impact to the
Vita seafood results. The Company, in an effort to regain the business, has
re-introduced the product to the customer. It is not known if this will result
in the customer accepting the product back into its stores. However, the Company
is pursuing other opportunities to increase its salmon business.

GROSS MARGIN. Gross margin for the year ended December 31, 2003 was $15,831,000
compared to $13,332,000 for the same period in 2002, an increase of $2,499,000
or 18.7%. This increase is attributable to a gain by Vita Specialty Food of
$3,599,000 or 79.2% with a decline of $1,100,000 or 12.5% attributable to Vita
seafood. As a percentage of net sales, gross margin totaled 31.1%, which equaled
the prior year result. The Vita Specialty Foods gross margin as a percentage of
net sales was 34.3%, up from the 30.8% prior year result due to lower raw honey
cost and the volume efficiencies resulting from the higher sales. Vita seafood's
gross margin as a percentage of net sales decreased to 28.2% in 2003 from 31.3%
in 2002, primarily due to the higher cost of raw salmon and due to $210,000 of
reduced gross profit, after tax, as a direct result of the product
discontinuation discussed in the above section. The salmon costs have stabilized
and the Company feels that no significant changes will be experienced in the
near future.

OPERATING EXPENSES. Selling, marketing, distribution and administrative expenses
for the year ended December 31, 2003 were $13,328,000 compared to $10,417,000
for the same period in 2002, an increase of $2,911,000 or 27.9%. As a percentage
of net sales, these expenses increased to 26.2% from 24.3% for the same period
in 2002. Vita Specialty Foods accounted for $2,737,000 of the increase with the
remaining $174,000 attributable to Vita seafood. Of this increase, $2,255,000
was attributable to selling and marketing reflecting higher brokers' commissions
and royalties of $405,000, higher salespersons' compensation of $656,000,
largely as a result of hiring additional sales staff, travel and corporate shows
of $321,000 along with higher advertising and promotion expenses of $469,000 and
higher freight and distribution of $404,000; the remaining $656,000 of the
increase reflects higher administrative spending, primarily for employment
related expenses of $254,000; professional expenses of $132,000 and higher
supplies, rent and utilities associated with the addition of an office in
Atlanta totaling $185,000.

INTEREST AND OTHER EXPENSE. Interest and other expense, net, for the year ended
December 31, 2003 was $752,000 compared to $602,000 for the same period in 2002,
an increase of $150,000 or 24.9%. This increase was primarily attributable to
the additional borrowings as detailed in Note 3 of "Item 8. Financial
Statements", partially offset by lower effective interest rates.

INCOME TAXES. A tax expense for the year ending December 31, 2003 of $702,000 or
40% of pretax income was recognized, compared to $867,000 or 38% of pretax
income during 2002. The majority of this tax expense is deferred.

NET INCOME. As a result of the operating results discussed above, net income for
the year ended December 31, 2003 was $1,048,000 or $0.28 per share on a basic
per share basis and $0.27 per share on a diluted basis; this compares to net
income of $1,446,000 or $0.39 per basic share and $0.38 per diluted share for
the same period in 2002, a 27.5% decrease totaling $398,000 or $0.11 per share,
on both a basic and diluted basis.


                                       11
<PAGE>
RESULTS OF OPERATIONS COMPARISON OF THE YEAR ENDED DECEMBER 31, 2002 AND THE
YEAR ENDED DECEMBER 31, 2001

REVENUES. Net sales for the year ended December 31, 2002 were $42,863,000
compared to $31,982,000 for the same period in 2001, an increase of $10,881,000
or 34%. Of this increase, $8,958,000 is attributable to Vita Specialty Foods.
The balance of the sales increase, or $1,923,000 was attributable to Vita and
represents a 7% increase over the previous year. This increase in sales of the
Vita product line was a result of a 2% increase for herring products, a 16%
increase for salmon products, a 12% decrease for other specialty products with
sales returns remaining substantially constant compared to the prior year.
Management believes these increases are consistent with nationwide increases in
demand for similar products.

GROSS MARGIN. Gross margin for the year ended December 31, 2002 was $13,332,000
compared to $10,001,000 for the same period in 2001, an increase of $3,331,000
or 33.3%. Vita Specialty Food accounted for $2,544,000 of this increase with the
remaining $787,000 attributable to Vita. As a percentage of net sales, Vita
Specialty Food's gross margin was 30.8%. Vita's gross margin was 31.3% in 2002
versus 30.6% in 2001, an increase of 0.7%. This increase in the gross margin
percentage was attributable to a combination of decreased costs for raw fish, a
sales mix shift toward higher margin products and successful programs resulting
in a reduction in the costs associated with product returns.

OPERATING EXPENSES. Selling, marketing, distribution and administrative expenses
for the year ended December 31, 2002 were $10,417,000 compared to $7,902,000 for
the same period in 2001, an increase of $2,515,000 or 31.8%. As a percentage of
net sales, these expenses decreased slightly to 24.3% from 24.7% for the same
period in 2001. Vita Specialty Food accounted for $2,214,000 of the increase
with the remaining $301,000 attributable to Vita and representing a 4.6%
increase. Of this increase in Vita's expenses, $90,000 was attributable to
selling and marketing where higher brokers commissions and salesmen
compensation, largely as a result of hiring additional sales staff, along with
higher advertising and promotion expenses were partially offset by lower
spending in most other categories; the remaining $211,000 of the increase
reflects higher administrative spending, primarily for employment related
expenses of $82,000 and professional fees of $108,000.

INTEREST AND OTHER EXPENSE. Interest and other expense, net, for the year ended
December 31, 2002 was $602,000 compared to $562,000 for the same period in 2001,
an increase of $40,000 or 7.1%. This increase was primarily attributable to the
additional borrowings as detailed in Note 3 of "Item 8. Financial Statements",
partially offset by lower effective interest rates.

INCOME TAXES. The net operating loss carryforward, which has been used in prior
years' to totally offset federal income tax, became fully exhausted during 2002.
Consequently a tax expense for the year ending December 31, 2002 of $867,000 or
38% of pretax income was recognized, compared to $382,000 or 25% of pretax
income during 2001. The majority of this tax liability is deferred. In 2001 the
company used a portion of the net operating loss carry forward to offset income
taxes.

NET INCOME. As a result of the operating results discussed above, net income for
the year ended December 31, 2002 was $1,446,000 or $0.39 per share compared to
net income of $1,156,000 or $0.31 per share for the same period in 2001, a 25.1%
increase totaling $290,000 or $0.08 per share, for basic. Net income represented
$0.38 per share in 2002 on a diluted per share basis, an increase of $0.07 per
share over the 2001 results.

SEASONALITY; QUARTERLY RESULTS

NET SALES INFORMATION

      The following table sets forth net sales information for each of the
Company's last 20 quarters. This unaudited net sales information has been
prepared on the same basis as the annual information presented elsewhere in this
Form 10-K and, in the opinion of management, reflects all adjustments
(consisting of normal recurring entries) necessary for a fair presentation of
the information presented. Net sales for any quarter are not necessarily
indicative of sales for any future period.


                                       12
<PAGE>
<TABLE>
<CAPTION>
                                NET SALES
               ---------------------------------------------
                 FIRST      SECOND       THIRD      FOURTH
YEAR            QUARTER     QUARTER     QUARTER     QUARTER
------------   ---------   ---------   ---------   ---------
                              (in thousands)
<S>            <C>         <C>         <C>         <C>
1999 .......    5,380       4,200       5,257       8,129
2000 .......    6,218       4,757       5,434       8,718
2001 .......    6,220       5,027       8,477(1)   12,259(1)
2002 .......   10,067(1)    8,785(1)    9,292      14,719(2)
2003 .......   12,957(2)   12,855(2)   11,651(2)   13,467
</TABLE>

(1)   Includes the results of Virginia Honey since the effective acquisition
      date of July 1, 2001. The inclusion of the acquisition accounted for
      $2,637,000 of the 2001 quarter three sales increase compared to that
      quarter in the prior year, $3,172,000 of the 2001 quarter four sales
      increase compared to that quarter in the prior year, $3,288,000 of the
      2002 quarter one increase compared to that quarter of the previous year
      and $3,317,000 of the quarter two sales increase compared to that quarter
      of the prior year.

(2)   Includes the results of Halifax since the effective acquisition date of
      November 1, 2002. The inclusion of the acquisition accounted for $959,000
      of the 2002 quarter four sales increase compared to that quarter in the
      previous year; $1,427,000, $3,496,000 and $1,574,000 of the 2003 quarters
      one, two and three sales increases respectively compared to the same
      quarters of the previous year.

NET INCOME INFORMATION

      The following table sets forth net income (loss) information for each of
the Company's last 20 quarters. This unaudited net income (loss) information has
been prepared on the same basis as the annual information presented elsewhere in
this Form 10-K and, in the opinion of management, reflects all adjustments
(consisting of normal recurring entries) necessary for a fair presentation of
the information presented. Net income (loss) for any quarter is not necessarily
indicative of net income (loss) for any future period.

<TABLE>
<CAPTION>
                          NET INCOME (LOSS)
               ----------------------------------------
                FIRST    SECOND      THIRD     FOURTH
YEAR           QUARTER   QUARTER    QUARTER    QUARTER
------------   -------   --------   --------   --------
                           (in thousands)
<S>            <C>       <C>        <C>        <C>
1999 .......    (43)      (143)        76        420(1)
2000 .......     44       (110)       (89)       878(2)
2001 .......     59        (88)       295(3)     891(3)
2002 .......    304(3)     132(3)     208        802
2003 .......    307        320        145        276
</TABLE>

(1)   Includes a non-recurring charge of $236,000 to write off costs related to
      a suspended acquisition.

(2)   Includes a net expense reduction of $57,000 as a result of a settlement
      with the Metropolitan Water Reclamation District.

(3)   Includes the results of Virginia Honey since the effective acquisition
      date of July 1, 2001. The inclusion of this acquisition accounted for
      $80,000 of the 2001 quarter three net income increase compared to that
      quarter in the previous year, $267,000 of the 2001 quarter four net income
      increase compared to that quarter in the previous year, $206,000 of the
      2002 quarter one net income increase compared to that quarter in the
      previous year and $173,000 of the 2002 quarter two net income increase
      compared to that quarter of the previous year. The remaining increase is
      attributable to Vita.

      The Company has in the past and expects in the future to experience
significant fluctuation in quarterly operating results. As the tables indicate,
historically the Company's net sales and net income have typically been the
highest in the fourth quarter of each year. The Company's business is seasonal
because its sales volume increases significantly during the Christmas holiday
season and, to a lesser extent, during other holidays in the fall and spring and
periods of colder weather in certain sections of the country. Certain of these
holidays, including Passover, Easter, Yom Kippur and Rosh Hashanah, may fall in
different quarters in different years and could cause the quarterly operating
results to fluctuate in the future. However, the Company believes that through
the Vita Specialty Food acquisitions and the introduction of new non-seasonal or
counter-seasonal products, it can, over time, reduce the variability in its
quarterly operating results by increasing sales during the second and third
quarters of each year.


                                       13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL

      At December 31, 2003, the Company had $10,510,000 in working capital,
compared to $6,489,000 at December 31, 2002, an increase of $4,021,000 or 62%.
As a result, the current ratio improved to 3.5 to 1.0 from 2.1 to 1.0. Of this
increase, $1,698,000 is attributed to a combined increase in accounts receivable
and inventory; an additional $1,502,000 was provided by a reduction in accounts
payable and accruals. Vita Specialty Foods accounted for substantially all of
the increase in accounts receivable and inventory as large year-end sales
contributed to higher open customer balances and large orders scheduled to ship
in the first half of 2004 resulted in higher stocking levels. The majority of
the reduction in accounts payable and accrued liabilities also occurred with the
Vita Specialty Foods operation as a result of the timing of the payments for
honey procurement. An additional $651,000 of working capital was provided by the
reduction in the current portion of long-term debt, the majority of which was
due to the reduction of monthly term loan installments occurring as a result of
the new debt agreement as discussed below in Note 3 of "Item 8. Financial
Statements."

THIRD PARTY FINANCING

      At December 31, 2003, the Company had $125,000 in cash, a revolving credit
facility of $8,500,000 and term facilities totaling $9,500,000 and consisting of
a $6,500,000 facility that represents the Company's long term borrowing and a
six year $3,000,000 facility that is not currently being utilized. The revolving
loan facility matures August 31, 2005 and the term loan is payable in monthly
installments of $54,000 through July 31, 2008, with a balloon payment of
$3,368,000 due on August 31, 2008. Amounts outstanding under the revolving
facility and the term facilities at December 31, 2003 were $8,291,000 and
$6,284,000, respectively. According to the terms of the loan agreement, the
interest rates on these facilities are subject to adjustment at certain
predetermined dates based upon the Funded Debt to EBITDA ratio as each such term
is defined in the loan agreement. The loan agreement contains customary
representations, warranties, and covenants; at December 31, 2003, the Company
was in compliance with these covenants.

AMOUNTS OWED PURSUANT TO ACQUISITION

      The Stock Purchase Agreement, including its Amendments, for Virginia Honey
provides for future payments to the former owner based upon 20% of five times
the average quarterly EBITDA less certain debt obligations of Virginia Honey,
for the period from January 1, 2001 through December 31, 2002. The present value
of this calculation resulted in $798,000 and has been recorded as a liability at
December 31, 2003. The payment is due to be paid on April 1, 2005. The remaining
payments under the Stock Purchase Agreement to the former owner of Virginia
Honey and the payments per the merger agreement to the former owner of Halifax
will be based on the earnings of Vita Specialty Foods, reflecting the combined
earnings of Halifax and Virginia Honey. There are two periods of measurement
remaining, the first covers January 1, 2003 until December 31, 2005 and the
second covers January 1, 2006 until December 31, 2007. The potential payments
remaining under the Virginia Honey Stock Purchase Agreement and the Halifax
merger agreement are estimated at a net present value of $1.9 million. See Note
11 of "Item 8. Financial Statements" for a further discussion of the earnout
payments.

CONTRACTUAL OBLIGATIONS

      The aggregate amount of long-term debt maturing by year is presented in
the table below.

      During 2003, the Company incurred rental expense of approximately
$562,000, primarily due to operating leases for the facilities in Martinsburg,
West Virginia; Berryville, Virginia and Atlanta, Georgia and for equipment at
the herring and salmon product processing facility in Chicago, Illinois. Future
commitments under all operating leases are presented in the table below.

      In connection with the Halifax acquisition, the Company acquired the
licensing rights to various brand names. Along with these rights, the Company
has assumed the commitment to make minimum royalty payments under the terms of
these licensing agreements. These agreements fully expire in 2006 and the
commitments are presented in the table below.


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                            PAYMENTS DUE BY PERIOD
     CONTRACTUAL OBLIGATIONS                    (in thousands)
                                -----------------------------------------------
                                                                           2007
                                                                            AND
                                 TOTAL      2004     2005      2006      BEYOND
                                -------   -------   -------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>
LONG-TERM DEBT                  $18,465   $   780   $ 9,877   $ 1,100   $ 6,708
OPERATING LEASES                  4,757       432       407       397     3,521
LICENSING ROYALTIES                 844       370       414        60         0
                                -------   -------   -------   -------   -------
TOTAL CONTRACTUAL OBLIGATIONS   $24,066   $ 1,582   $10,698   $ 1,557   $10,229
</TABLE>

      The ratio of long-term debt-to-total capitalization was 71% at December
31, 2003 and December 31, 2002. The Company believes its financial resources are
adequate to fund its needs for at least the next twelve months.

CASH FLOW

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash used by operating activities was
$1,388,000 for the year ended December 31, 2003, compared to net cash provided
of $1,857,000 for the year ended December 31, 2002. The $1,388,000 usage of
operating cash was primarily a reflection of $1,248,000 increase in accounts
receivable due to higher sales of the Vita Specialty Foods products; $529,000
increase in inventory, needed for planned higher first quarter 2004 sales,
especially at Vita Specialty Foods; $1,284,000 lower accounts payable due to the
timing of payments especially for honey purchases; $501,000 of lower accrued
expenses largely due to lower accrued salaries and bonuses and $145,000 of
higher prepaid expenses primarily reflecting higher supplier rebates due. These
balance sheet uses of operating cash were partially offset by operating cash
sources totaling $2,319,000 and representing net income and depreciation plus a
net increase in income tax liabilities.

The cash used during the year ended December 31, 2003 compares with $1,857,000
of operating cash provided during 2002. During 2002, $2,218,000 was provided by
net income before depreciation less the net decrease in income tax liabilities,
augmented by a $383,000 decrease in accounts receivable and $509,000 net
increase in accounts payable and accrued expenses. These items were partially
offset by increased inventory and prepaids totaling $1,253,000.

CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities was
$1,173,000 and $1,490,000 for the years ended December 31, 2003 and 2002
respectively. During the most recent year, this cash was used primarily for
capital additions of $1,136,000. During the year ended December 31, 2002, this
cash was used primarily for capital additions of $1,245,000 and the acquisition
of Halifax, net of cash acquired, totaling $244,000. The capital expenditures
for the most recent year were used primarily for production equipment at both
the Chicago and the Martinsburg facilities and similar usages are anticipated
for the year ending December 31, 2004.

CASH FLOWS FROM FINANCING ACTIVITIES. Net cash provided by financing activities
was $2,640,000 for the year ended December 31, 2003, compared to cash used of
$851,000 for the year ended December 31, 2002. The most recent year activity
includes $151,000 of cash provided from stock and stock option purchases plus
$2,489,000 from additional net borrowing. There was net borrowing during 2003
primarily, as discussed above, due to the cash used in operating and investing
activities. During 2002, the cash provided by operating activities more than
covered the investing activities and thus, cash became available to pay down the
bank debt.

INFLATION

      Inflation has historically not had a material effect on the Company's
operations.


                                       15
<PAGE>
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

      In January 2003, FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). In general, a variable interest entity is
a corporation, partnership, trust or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide significant financial resources for
the entity to support its activities. FIN 46 requires certain variable interest
entities to be consolidated by the primary beneficiary of the entity if the
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated financial support from other parties. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003. The Company adopted the provisions of
FIN 46 effective February 1, 2003 and such adoption did not have a material
impact on its consolidated financial statements since it currently has no
variable interest entities. In December 2003, the FASB issued FIN 46R with
respect to variable interest entities created before January 31, 2003, which
among other things revised the implementation date to the first fiscal year or
interim period ending after March 15, 2004, with the exception of Special
Purpose Entities ("SPE"). The consolidation requirements apply to all SPE's in
the first fiscal year or interim period ending after December 15, 2003. The
Company adopted the provisions of FIN 46R effective December 31, 2003 and such
adoption did not have a material impact on its consolidated financial statements
since it currently has no SPE's.

      In April 2003, FASB issued Statement of Financial Accounting Standards No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities
("SFAS 149"). SFAS 149 amends and clarifies accounting for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities under SFAS 133. SFAS 149 is effective for
contracts and hedging relationships entered into or modified after June 30,
2003. The Company adopted the provisions of SFAS 149 effective June 30, 2003 and
such adoption did not have a material impact on its consolidated financial
statements since the Company has not entered into any derivative or hedging
transactions.

      In May 2003, FASB issued Statement of Financial Accounting Standards No.
150, Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity ("SFAS 150"). SFAS 150 establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both debt and equity and requires an issuer to classify the
following instruments as liabilities in its balance sheet:

      -     A financial instrument issued in the form of shares that is
      mandatory redeemable and embodies an unconditional obligation that
      requires the issuer to redeem it by transferring its assets at a specified
      or determinable date or upon an event that is certain to occur;

      -     A financial instrument, other than an outstanding share, that
      embodies an obligation to repurchase the issuer's equity shares, or is
      indexed to such an obligation, and requires the issuer to settle the
      obligation by transferring assets; and

      -     A financial instrument that embodies an unconditional obligation
      that the issuer must settle by issuing a variable number of its equity
      shares if the monetary value of the obligation is based solely or
      predominantly on (1) a fixed monetary amount, (2) variations in something
      other than the fair value of the issuer's equity shares, or (3) variations
      inversely related to changes in the fair value of the issuer's equity
      shares.

      In November 2003, FASB issued FASB Staff Position No. 150-3 ("FSS 150-3")
which deferred the effective dates for applying certain provisions of SFAS 150
related to mandatorily redeemable financial instruments of certain non-public
entities and certain mandatory redeemable non-controlling interests for public
and non-public companies. For public entities, SFAS 150 is effective for
mandatorily redeemable financial instruments entered into or modified after May
31, 2003 and is effective for all other financial instruments as of the first
interim period beginning after June 15, 2003. For mandatorily redeemable
non-controlling interests that would not have to be classified as liabilities by
a subsidiary under the exception in paragraph 9 of SFAS 150, but would be
classified as liabilities by the parent, the classification and measurement
provisions of SFAS 150 are deferred indefinitely. The measurement provisions of
SFAS 150 are also deferred indefinitely for other mandatorily redeemable
non-controlling interests that were issued before November 4, 2003. For those
instruments, the measurement guidance for redeemable shares and


                                       16
<PAGE>
non-controlling interests in other literature shall apply during the deferral
period. The adoption of FAS 150 did not have a material impact on the
consolidated financial statements of the Company.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

      The Company's financial statements reflect the selection and application
of accounting policies that require management to make significant estimates and
assumptions. The Company believes that the following are some of the more
critical judgment area in the application of its accounting policies that
currently affect the Company's financial condition and results of operations.

      Preparation of the consolidated financial statements in accordance with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions affecting the reported amounts of
assets, liabilities, revenues and expenses and related contingent liabilities.
On an on-going basis, the Company evaluates its estimates, including those
related to revenues, returns, bad debts, income taxes and contingencies and
litigation. The Company bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances. Actual results may differ from these estimates under different
assumptions or conditions.

Revenue Recognition and Marketing Program Costs

      Revenue is recognized upon shipment of product to customers in fulfillment
of customer orders. In accordance with industry practices, inventory is sold to
customers often with the right to return or dispose if the merchandise is not
sold prior to the expiration of its shelf life. In order to support the
Company's products, various marketing programs are offered to customers which
reimburse them for a portion or all of their promotional activities related to
the Company's products. The Company regularly reviews and revises, when it deems
necessary, estimates of costs to the Company for these marketing and
merchandising programs based on estimates of what has been incurred by
customers. Actual costs incurred by the Company may differ significantly if
factors such as the level and success of the customers' programs or other
conditions differ from expectations. Sales are reduced by a provision for
estimated future returns, disposals and promotional expenses.

Tax Assets and Liabilities

      The Company recognizes deferred tax assets and liabilities for the
expected future tax consequences of temporary differences between the tax basis
and financial reporting basis of certain assets and liabilities based upon
currently enacted tax rates expected to be in effect when such amounts are
realized or settled.

Acquisition and Exit Costs

      During the year ending December 31, 2003, the Company recorded $724,503 of
costs relating to activities of pre-acquisition Halifax such as severance and
related benefits; the cost of abandoned leaseholds and the costs to vacate
previously leased facilities. These costs were accounted for under EITF 95-3,
"Recognition of Liabilities in Connection with a Purchase Business Combination".

Goodwill Carrying Value

      In 2002, SFAS No. 142, "Goodwill and Other Intangible Assets" became
effective and as a result, the Company assesses the impairment of goodwill
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Factors the Company considers important, which could trigger
an impairment review include the following:

      -     Significant underperformance relative to expected historical or
            projected future operating results;

      -     Significant changes in the manner of the Company's use of the
            acquired assets or the strategy for the Company's overall business;

      -     Significant negative industry or economic trends;

      -     Significant decline in the Company's stock price for a sustained
            period; and

      -     The Company's market capitalization relative to net book value.


                                       17
<PAGE>
      When the Company determines that the carrying value of goodwill may not be
recoverable based upon the existence of one or more of the above indicators of
impairment, the Company will review for impairment under the provisions of SFAS
142.

      The provisions of SFAS 142 also required the completion of transitional
impairment test for goodwill within 12 months of adoption, with any impairment
treated as a cumulative effect of change in accounting principle. During the
second quarter of 2002, the Company completed the transitional impairment test,
which did not result in impairment of recorded goodwill.

      During the fourth quarter, the Company completed its annual impairment
test, which did not result in impairment of recorded goodwill.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

      The Company is exposed to interest rate fluctuations, primarily as a
result of its $18 million credit agreement (the "Credit Agreement") with
interest rates subject to market fluctuations. The Company does not currently
use derivative instruments to alter the interest rate characteristics of any of
its debt. The Credit Agreement includes a revolving line of credit with a bank,
which at December 31, 2003 bore interest at the prime rate minus 0.50% resulting
in a 3.50% rate for a portion of the debt and at LIBOR plus 2.00% resulting in a
3.14% rate for another portion. This rate remains constant until December 31,
2004. On that date, the interest rate may be adjusted based upon certain
financial covenants and may range from prime minus 0.50% to LIBOR plus 1.75% or,
to LIBOR plus 2.25%. In addition, the Credit Agreement includes two term loan
facilities, one of which is active, and which at December 31, 2003 bore interest
at the prime rate minus 0.50% resulting in a 3.50% rate for a portion of the
debt and at LIBOR plus 2.25% resulting in a 3.39% rate for another portion. On
December 31, 2004 the interest rate may be adjusted based on certain financial
covenants, and may range from prime minus 0.50% to LIBOR plus 2.00% or, to LIBOR
plus 2.50%. A 10% fluctuation in interest rates would not have a material impact
on the Company's financial statements.

FORWARD-LOOKING STATEMENTS

      This annual report on Form 10-K, including "Description of Business,"
"Description of Property," "Legal Proceedings" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations", contains
forward-looking statements within the meaning of the "safe-harbor" provisions of
the Private Securities Litigation Reform Act of 1995. Such statements are based
on management's current expectations and are subject to a number of factors and
uncertainties which could cause actual results to differ materially from those
described in the forward-looking statements. Such factors and uncertainties
include, but are not limited to: (i) the impact of the level of the Company's
indebtedness; (ii) restrictive covenants contained in the Company's various debt
documents; (iii) general economic conditions and conditions in the retail
environment; (iv) the Company's dependence on a few large customers; (v)
relationships with retailers; (vi) price fluctuations in the raw materials used
by the Company, particularly herring and salmon; (vii) competitive conditions in
the Company's markets; (viii) the seasonal nature of the Company's business;
(ix) the Company's ability to execute its acquisition strategy; (x) fluctuations
in the stock market; (xi) the extent to which the Company is able to retain and
attract key personnel; (xii) relationships with key vendors; (xiii)
consolidation of the Company's supplier base; (xiv) successful integration of
Virginia Honey and Halifax and (xv) the impact of federal, state and local
environmental requirements (including the impact of current or future
environmental claims against the Company). As a result, the Company's operating
results may fluctuate, especially when measured on a quarterly basis.

      The Company's business strategy contemplates that the Company will pursue
potential acquisitions. The Company currently has no agreements or
understandings with respect to any acquisitions and there can be no assurance
that the Company will be successful in pursuing other potential acquisitions.
However, the costs associated with this strategy, means of financing any
potential acquisitions, and consummation and integration of any potential
acquisitions could significantly impact the Company's financial and operating
performance.


                                       18
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

      Listed below are the financial statements included in this part of the
Annual Report on Form 10-K:

      (a)   Consolidated Financial Statements                           Page No.
            ---------------------------------                           --------

            Report of Independent
            Certified Public Accountants                                   20

            Consolidated Balance Sheets at December 31, 2003
            and at December 31, 2002                                       21

            Consolidated Statements of Income for the years
            Ended December 31, 2003, 2002 and 2001                         22

            Consolidated Statements of Shareholders' Equity for
            the years ended December 31, 2003, 2002 and 2001               22

            Consolidated Statements of Cash Flow for the years
            Ended December 31, 2003, 2002 and 2001                         23

            Notes to Consolidated Financial Statements                  24 - 38

            Schedule I - Valuation and Qualifying Accounts                 39


                                       19
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Board of Directors of
Vita Food Products, Inc.
Chicago, Illinois

We have audited the accompanying consolidated balance sheets of Vita Food
Products, Inc. and Subsidiary, as of December 31, 2003 and 2002, and the related
consolidated statements of income, shareholders' equity and cash flows for each
of the three years in the period ended December 31, 2003. We have also audited
the schedule listed in the accompanying index. These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on our
audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and schedule. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements and schedule. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Vita Food Products,
Inc. and Subsidiary, at December 31, 2003 and 2002, and the results of their
operations and cash flows for each of the three years in the period ended
December 31, 2003, in conformity with accounting principles generally accepted
in the United States.

Also in our opinion, the schedule presents fairly, in all material respects, the
information set forth therein.

                                                                BDO Seidman, LLP

Chicago, Illinois
February 13, 2004


                                       20
<PAGE>
CONSOLIDATED BALANCE SHEETS                             VITA FOOD PRODUCTS, INC.
                                                                  AND SUBSIDIARY

<TABLE>
<CAPTION>
DECEMBER 31,                                                                                2003            2002
------------                                                                            ------------    ------------
<S>                                                                                     <C>             <C>
ASSETS
Current Assets
     Cash                                                                               $    125,457    $     46,097
     Accounts receivable-trade, net of allowance for discounts, returns, and doubtful
       accounts of $301,000 in 2003 and $277,000 in 2002                                   6,544,521       5,325,254
     Inventories
         Raw material and supplies                                                         5,007,237       4,570,782
         Work in process                                                                     235,862         162,325
         Finished goods                                                                    1,975,413       2,006,554
     Prepaid expenses and other current assets                                               481,369         337,277
     Income tax receivable                                                                   347,684         174,318
                                                                                        ------------    ------------
Total Current Assets                                                                      14,717,543      12,622,608

Property, Plant and Equipment
     Land                                                                                     35,000          35,000
     Building and improvements                                                             2,489,828       2,452,260
     Leasehold improvements                                                                  308,646         706,181
     Machinery and office equipment                                                        9,733,439       8,674,011
                                                                                        ------------    ------------
                                                                                          12,566,913      11,867,452

     Less accumulated depreciation and amortization                                       (6,864,222)     (6,030,037)
                                                                                        ------------    ------------

Net Property Plant and Equipment                                                           5,702,691       5,837,415

Other Assets
     Goodwill                                                                              8,310,659       7,565,821
     Other assets                                                                            353,461         303,648
     Deferred income taxes                                                                         0         212,696
                                                                                        ------------    ------------
Total Other Assets                                                                         8,664,120       8,082,165
                                                                                        ------------    ------------

  Total Assets                                                                          $ 29,084,354    $ 26,542,188
                                                                                        ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
     Current maturities of long-term obligations                                        $    780,390    $  1,430,933
     Accounts payable                                                                      2,299,580       3,583,391
     Accrued other expenses                                                                  900,891       1,119,116
     Deferred income taxes                                                                   226,304               0
                                                                                        ------------    ------------
Total Current Liabilities                                                                  4,207,165       6,133,440

Long-term Obligations, Less Current Maturities                                            17,684,931      14,415,776

Shareholders' Equity
     Preferred stock, $.01 par value, authorized 1,000,000 shares;  none issued
     Common stock, $.01 par value; authorized 10,000,000 shares; issued and
      outstanding 3,819,116 shares in 2003 and 3,773,895 shares in 2002                       38,191          37,739
     Additional paid in capital                                                            3,647,262       3,496,482
     Retained earnings                                                                     3,506,805       2,458,751
                                                                                        ------------    ------------

Total Shareholders' Equity                                                                 7,192,258       5,992,972
                                                                                        ------------    ------------
  Total Liabilities and Shareholders' Equity                                            $ 29,084,354    $ 26,542,188
                                                                                        ============    ============
</TABLE>

                     See accompanying notes to consolidated financial statements


                                       21
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME                                              VITA FOOD PRODUCTS, INC.
                                                                                         AND SUBSIDIARY



YEAR ENDED DECEMBER 31,                                            2003            2002            2001
-----------------------                                            ----            ----            ----
<S>                                                        <C>             <C>             <C>
Net Sales                                                  $ 50,930,474    $ 42,862,746    $ 31,981,733
Cost of Goods Sold                                           35,099,833      29,531,009      21,980,299
                                                           ------------    ------------    ------------
Gross Margin                                                 15,830,641      13,331,737      10,001,434

Selling and Administrative Expenses
  Selling, Marketing & Distribution                           8,738,409       6,483,715       5,057,905
  Administrative                                              4,590,003       3,933,045       2,844,391
                                                           ------------    ------------    ------------
  Total                                                      13,328,412      10,416,760       7,902,296
                                                           ------------    ------------    ------------
Operating Profit                                              2,502,229       2,914,977       2,099,138

Other (Income) Expense
     Interest Income                                               (399)           (441)           (657)
     Interest Expense                                           752,574         602,183         561,827
                                                           ------------    ------------    ------------
Income Before Income Tax Expense                              1,750,054       2,313,235       1,537,968
Income Tax Expense                                              702,000         867,000         381,839
                                                           ------------    ------------    ------------
Net Income                                                 $  1,048,054    $  1,446,235    $  1,156,129
                                                           ============    ============    ============

Basic Earnings Per Share                                   $       0.28    $       0.39    $       0.31
Weighted Average Common Shares Outstanding                    3,789,428       3,750,176       3,725,420

Diluted Earnings Per Share                                 $       0.27    $       0.38    $       0.31
Weighted Average Common Shares Outstanding                    3,925,681       3,854,462       3,753,780
</TABLE>


<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                                VITA FOOD PRODUCTS, INC.
                                                                                         AND SUBSIDIARY



                                          COMMON STOCK          ADDITIONAL    RETAINED
                                   -------------------------     PAID-IN      EARNINGS
                                      SHARES        AMOUNT       CAPITAL      (DEFICIT)        TOTAL
                                   -----------   -----------   -----------   -----------    -----------
<S>                                <C>           <C>           <C>           <C>            <C>
Balance, at January 1, 2001          3,724,546   $    37,244   $ 3,372,906   ($  143,613)   $ 3,266,537

Proceeds from stock purchase and
stock option plans                       5,137            52         7,025                        7,077

Net Income                                                                     1,156,129      1,156,129
                                   -----------   -----------   -----------   -----------    -----------
Balance, at December 31, 2001        3,729,683   $    37,296   $ 3,379,931   $ 1,012,516    $ 4,429,743
                                   ===========   ===========   ===========   ===========    ===========

Balance, at January 1, 2002          3,729,683   $    37,296   $ 3,379,931   $ 1,012,516    $ 4,429,743

Proceeds from stock purchase and
stock option plans                      44,212           443       116,551                      116,994

Net income                                                                     1,446,235      1,446,235
                                   -----------   -----------   -----------   -----------    -----------
Balance, at December 31, 2002        3,773,895   $    37,739   $ 3,496,482   $ 2,458,751    $ 5,992,972
                                   ===========   ===========   ===========   ===========    ===========

Balance, at January 1, 2003          3,773,895   $    37,739   $ 3,496,482   $ 2,458,751    $ 5,992,972

Proceeds from stock purchase and
stock option plans                      45,221           452       150,780                      151,232

Net income                                                                     1,048,054      1,048,054
                                   -----------   -----------   -----------   -----------    -----------
Balance, at December 31, 2003        3,819,116   $    38,191   $ 3,647,262   $ 3,506,805    $ 7,192,258
                                   ===========   ===========   ===========   ===========    ===========

                                            See accompanying notes to consolidated financial statements


</TABLE>



                                       22
<PAGE>

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS                                                                    VITA FOOD PRODUCTS, INC.
                                                                                                                   AND SUBSIDIARY



YEAR ENDED DECEMBER 31,                                                                          2003          2002          2001
-----------------------                                                                          ----          ----          ----
<S>                                                                                       <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
     Net income                                                                           $ 1,048,054   $ 1,446,235   $ 1,156,129
     Adjustments to reconcile net income to net cash (used in)
     provided by operating activities:
       Depreciation and amortization                                                          956,461       802,121       630,423
       Increase in deferred income tax liability                                              488,000       138,000       118,000
       Changes in assets and liabilities net of effects from purchase of subsidiary:
              (Increase) decrease in accounts receivable                                   (1,248,331)      382,793       124,555
              (Increase) decrease in  income tax assets                                      (173,366)     (168,318)      207,484
              (Increase) decrease in inventories                                             (528,851)   (1,305,668)    2,416,184
              (Increase) decrease in prepaid expenses and other current assets               (144,632)       52,298        20,040
              (Decrease) increase in accounts payable                                      (1,283,811)      651,639      (986,344)
              Decrease in accrued expenses                                                   (501,364)     (141,910)     (121,010)
                                                                                          -----------   -----------   -----------
  Net cash (used in) provided by operating activities                                      (1,387,840)    1,857,190     3,565,461

CASH FLOWS FROM INVESTING ACTIVITIES
       Capital expenditures                                                                (1,135,894)   (1,245,432)     (721,620)
       Payments for subsidiary net of cash acquired                                                 0      (243,531)   (4,641,495)
       Other assets                                                                           (37,286)         (703)       (7,307)
                                                                                          -----------   -----------   -----------
  Net cash used in investing activities                                                    (1,173,180)   (1,489,666)   (5,370,422)

CASH FLOWS FROM FINANCING ACTIVITIES
       Proceeds from stock purchase and stock option plans                                    151,232       116,994         7,077
       Net borrowings (payments) under revolving loan facility                              2,931,791     1,404,242    (1,628,005)
       Net payments on term loan facility                                                  (6,714,886)   (4,525,111)   (1,409,654)
       Proceeds from new term loan                                                          6,500,000     2,300,000     5,555,000
       Payments under capital lease obligations                                              (131,038)     (107,240)     (116,649)
       Deferred loan costs paid                                                               (96,719)      (39,665)      (87,928)
                                                                                          -----------   -----------   -----------
  Net cash provided by (used in) financing activities                                       2,640,380      (850,781)    2,319,841
                                                                                          -----------   -----------   -----------
Net increase (decrease) in cash                                                                79,360      (483,257)      514,880

Cash, at beginning of year                                                                     46,097       529,354        14,474
                                                                                          -----------   -----------   -----------
Cash, at end of year                                                                      $   125,457   $    46,097   $   529,354
                                                                                          ===========   ===========   ===========
Supplemental Disclosure of Cash Flow Information:
        Cash paid for interest                                                            $   737,316   $   600,587   $   671,060
        Income taxes                                                                      $   387,366   $ 1,014,900   $         0

Noncash Investing and Financing Activities:
        Additional purchase price payable related to the Virginia Honey Company (Note 3)  $         0   $   764,765   $         0

                                                                      See accompanying notes to consolidated financial statements

</TABLE>



                                       23
<PAGE>
                            VITA FOOD PRODUCTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

      1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      A summary of the significant accounting policies utilized in the
      preparation of the accompanying financial statements follows.

      INDUSTRY

      The Company processes and sells various herring, and cured and smoked
      salmon products and other complementary specialty food products throughout
      the United States. The Vita Specialty Foods subsidiary manufactures and
      distributes salad dressings, gourmet sauces, honey, jams and jellies. The
      Company considers the products and related operations of Vita Specialty
      Foods as a separate business segment.

      PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of Vita Food
      Products, Inc. and its wholly owned subsidiary, Vita Specialty Foods. Vita
      Specialty Foods includes Virginia Honey commencing on July 1, 2001, the
      effective date of this acquisition and Halifax, commencing on November 1,
      2002, the effective date of this acquisition. All significant intercompany
      transactions and balances have been eliminated.

      CONCENTRATION OF CREDIT RISK

      Financial instruments that potentially subject the Company to significant
      concentrations of credit risk consist principally of trade accounts
      receivable. The Company primarily provides credit in the normal course of
      business. The Company performs ongoing credit evaluations of its customers
      and maintains allowances for potential credit losses, if necessary.

      REVENUE RECOGNITION AND MERCHANDISE RETURNS

      Revenue is recognized upon shipment of product to customers in fulfillment
      of customer orders. In accordance with industry practices, inventory is
      sold to customers often with the right to return or dispose if the
      merchandise is not sold prior to the expiration of its shelf life. In
      order to support the Company's products, various marketing programs are
      offered to customers which reimburse them for a portion or all of their
      promotional activities related to the Company's products. The Company
      regularly reviews and revises, when it deems necessary, estimates of costs
      to the Company for these marketing and merchandising programs based on
      estimates of what has been incurred by customers. Actual costs incurred by
      the Company may differ significantly if factors such as the level and
      success of the customers' programs or other conditions differ from
      expectations. Sales are reduced by a provision for estimated future
      returns, disposals and promotional expense.

      ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

      Accounts receivable are customer obligations due under normal trade terms.
      The Company sells products to distributors and retailers throughout the
      food industry. The Company performs continuing credit evaluations of its
      customers' financial condition.

      Senior management reviews accounts receivable on a regular basis to
      determine if any receivables will potentially be uncollectible. The
      Company provides an allowance sufficient to cover any accounts receivable
      balances that are potentially uncollectible, along with a general risk
      factor. After attempts to collect the receivable have failed and it is
      considered to be uncollectible it is written off against the allowance.
      Based on the information available, the Company believes the allowance for
      doubtful accounts as of December 31, 2003 to be adequate and not
      excessive. However, it is still possible that in the future, actual write
      offs may exceed the recorded balance.


                                       24
<PAGE>
      INVENTORIES

      Inventories are stated at the lower of cost or market. Costs are
      determined by the first-in, first-out ("FIFO") method.

      PROPERTY, PLANT AND EQUIPMENT

      Property, plant and equipment are stated at cost. Depreciation and
      amortization are being provided, on straight-line methods, over the
      estimated useful lives of the assets. Leasehold improvements are being
      amortized on a straight-line basis over the lives of the respective leases
      or the service lives of the improvements whichever is shorter.
      Amortization of assets under capital lease is included in depreciation and
      amortization. Repair and maintenance items are expensed as incurred.

      LONG-LIVED ASSETS

      The Company reviews the carrying values of its long-lived and identifiable
      intangible assets for possible impairment whenever events or changes in
      circumstances indicate that the carrying amount of the assets may not be
      recoverable. Any long-lived assets held for disposal are reported at the
      lower of their carrying amounts or fair value less cost to sell. As of
      December 31, 2003 there has been no impairment of long-lived assets.

      GOODWILL

      On January 1, 2002, the Company adopted SFAS No. 142 "Goodwill and Other
      Intangible Assets" ("SFAS 142"), which addresses the financial accounting
      and reporting standards for goodwill and other intangible assets
      subsequent to their acquisition. This accounting standard requires that
      goodwill no longer be amortized, and instead be tested for impairment on
      an annual basis.

      The provision of SFAS 142 requires the completion of a transitional
      impairment test within 12 months of adoption, with any impairment treated
      as a cumulative effect of change in accounting principle. During the
      second quarter of 2002, the Company completed the transitional impairment
      test, which did not result in impairment of recorded goodwill. During the
      fourth quarters of 2003 and 2002, the Company completed its annual
      impairment test, which did not result in impairment of recorded goodwill.

      The Company's acquisition of Virginia Honey was accounted for under SFAS
      141, "Business Combinations". Accordingly, the Company did not have
      goodwill amortization expense in 2001 relating to this acquisition.

      The changes in the carrying amount of goodwill for the years ended
      December 31, 2003, 2002 and 2001 are as follows:

<TABLE>
<S>                                                                  <C>
      Balance as of December 31, 2001                                $5,238,895

      Goodwill acquired during the year (Halifax acquisition)         1,562,161
      Additional purchase price payable related to
           Virginia Honey acquisition (see Note 3)                      764,765
                                                                     ----------
      Balance as of December 31, 2002                                $7,565,821
      Adjustment to the original Halifax purchase price allocation      744,838
                                                                     ----------
      Balance as of December 31, 2003                                $8,310,659
</TABLE>

      The adjustment to the original Halifax purchase price allocation is
      primarily due to the exit costs of $725,000 (see Note 11), net of the tax
      effect of $317,000, an additional valuation allowance relating to the


                                       25
<PAGE>
      $267,000 deferred tax asset for the Halifax net operating loss (see Note
      4) and $70,000 relating to changes in estimates for inventory and accounts
      receivable reserves (see Note 11).

      ESTIMATES

      The accompanying financial statements include estimated amounts and
      disclosures based on management's assumptions about future events. Actual
      results may differ from those estimates.

      ADVERTISING

      Advertising costs are expensed as incurred and included in selling and
      marketing expenses and distribution expenses. Advertising expenses
      amounted to approximately $393,000, $370,000 and $343,000 in 2003, 2002
      and 2001, respectively.

      SHIPPING AND HANDLING FEES

      The Company classifies shipping and handling costs billed to customers as
      revenue. Costs related to shipping are classified as part of selling,
      marketing and distribution and were $2,851,000, $2,447,000 and $2,422,000
      in 2003, 2002 and 2001 respectively.

      INCOME TAXES

      The Company recognizes deferred tax assets and liabilities for the
      expected future tax consequences of temporary differences between the tax
      basis and financial reporting basis of certain assets and liabilities
      based upon currently enacted tax rates expected to be in effect when such
      amounts are realized or settled.

      BASIC AND DILUTED EARNINGS PER COMMON SHARE

      Basic earnings per share is computed by dividing income available to
      common shareholders by the weighted-average number of common shares
      outstanding. Diluted earnings per share follows the computation of basic
      earnings per share and gives effect to all dilutive potential common
      shares that were outstanding during the year.

      The following is a reconciliation from basic earnings per share to diluted
      earnings per share for each of the last three years:

<TABLE>
<CAPTION>
                                       Weighted
                                        Average
                               Net       Shares     Earnings
                            Income  Outstanding    Per share
                        ----------  -----------   ----------
<S>                     <C>         <C>           <C>
2003
  Basic                 $1,048,054    3,789,428   $     0.28
  Effect of dilution:
     Stock options                      136,253
                        ----------    ---------   ----------
  Diluted               $1,048,054    3,925,681   $     0.27
                        ==========    =========   ==========
2002
  Basic                 $1,446,235    3,750,176   $     0.39
  Effect of dilution:
     Stock options                      104,286
                        ----------    ---------   ----------
  Diluted               $1,446,235    3,854,462   $     0.38
                        ==========    =========   ==========
2001
  Basic                 $1,156,129    3,725,420   $     0.31
  Effect of dilution:
     Stock options                       28,360
                        ----------    ---------   ----------
  Diluted               $1,156,129    3,753,780   $     0.31
                        ==========    =========   ==========
</TABLE>


                                       26
<PAGE>
ACCOUNTING FOR STOCK BASED CONSIDERATION

The Company applies the intrinsic value method under APB Opinion 25 and related
interpretations in accounting for its plans. Accordingly, no compensation cost
has been recognized for its 1996 Stock Option Plan, 1996 Stock Option Plan for
Non-Employee Directors and 1996 Employee Stock Purchase Plan, as the market
price of the stock did not exceed the exercise price of the options on the
measurement date.

The Company has elected to continue to utilize the accounting provisions of APB
25 for stock options, and is required to provide proforma disclosures of net
income and earnings per share had the Company adopted the fair value method
under SFAS No. 123. The weighted-average, grant date fair value of stock options
granted to employees during the year and the weighted-average significant
assumptions used to determine those fair values, using a modified Black-Scholes
option pricing model, and the pro forma effect on earnings of the fair value
accounting for stock options under Statement of Financial Accounting Standards
No. 123, are as follows:

<TABLE>
<CAPTION>
                                                           2003           2002           2001
                                                     ----------     ----------     ----------
<S>                                                  <C>            <C>            <C>
Weighted average fair value per options granted      $     2.71     $     2.92     $     1.59

Significant assumptions (weighted average)
    Risk-free interest rate at grant date                   3.7%           4.4%           5.1%
    Expected stock price volatility                        0.72           0.74           0.75
    Expected dividend payout                                 --             --             --
    Expected option life (years)                              5              5              5

Net Income
    As reported                                      $1,048,054     $1,446,235     $1,156,129
    Deduct total stock based compensation expense
        (net of income taxes) determined under the
        fair value method                               (56,844)      (267,592)       (52,863)
                                                     ----------     ----------     ----------
    Pro forma                                        $  991,210     $1,178,643     $1,103,266
                                                     ==========     ==========     ==========

Basic earnings per share
    As reported                                      $     0.28     $     0.39     $     0.31
    Pro forma                                        $     0.26     $     0.31     $     0.30

Diluted earnings per share
    As reported                                      $     0.27     $     0.38     $     0.31
    Pro forma                                        $     0.25     $     0.31     $     0.29
</TABLE>

RECENT ACCOUNTING PRONOUNCEMENTS

         In January 2003, FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities ("FIN 46"). In general, a variable interest entity is
a corporation, partnership, trust or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide significant financial resources for
the entity to support its activities. FIN 46 requires certain variable interest
entities to be consolidated by the primary beneficiary of the entity if the
investors do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities
without additional subordinated


                                       27
<PAGE>
      financial support from other parties. The consolidation requirements of
      FIN 46 apply immediately to variable interest entities created after
      January 31, 2003. The Company adopted the provisions of FIN 46 effective
      February 1, 2003 and such adoption did not have a material impact on its
      consolidated financial statements since it currently has no variable
      interest entities. In December 2003, the FASB issued FIN 46R with respect
      to variable interest entities created before January 31, 2003, which among
      other things revised the implementation date to the first fiscal year or
      interim period ending after March 15, 2004, with the exception of Special
      Purpose Entities ("SPE"). The consolidation requirements apply to all
      SPE's in the first fiscal year or interim period ending after December 15,
      2003. The Company adopted the provisions of FIN 46R effective December 31,
      2003 and such adoption did not have a material impact on its consolidated
      financial statements since it currently has no SPE's.

            In April 2003, FASB issued Statement of Financial Accounting
      Standards No. 149, Amendment of Statement 133 on Derivative Instruments
      and Hedging Activities ("SFAS 149"). SFAS 149 amends and clarifies
      accounting for derivative instruments, including certain derivative
      instruments embedded in other contracts, and for hedging activities under
      SFAS 133. SFAS 149 is effective for contracts and hedging relationships
      entered into or modified after June 30, 2003. The Company adopted the
      provisions of SFAS 149 effective June 30, 2003 and such adoption did not
      have a material impact on its consolidated financial statements since the
      Company has not entered into any derivative or hedging transactions.

            In May 2003, FASB issued Statement of Financial Accounting Standards
      No. 150, Accounting for Certain Financial Instruments with Characteristics
      of Both Liabilities and Equity ("SFAS 150"). SFAS 150 establishes
      standards for how an issuer classifies and measures certain financial
      instruments with characteristics of both debt and equity and requires an
      issuer to classify the following instruments as liabilities in its balance
      sheet:

      - A financial instrument issued in the form of shares that is mandatory
      redeemable and embodies an unconditional obligation that requires the
      issuer to redeem it by transferring its assets at a specified or
      determinable date or upon an event that is certain to occur;

      - A financial instrument, other than an outstanding share, that embodies
      an obligation to repurchase the issuer's equity shares, or is indexed to
      such an obligation, and requires the issuer to settle the obligation by
      transferring assets; and

      - A financial instrument that embodies an unconditional obligation that
      the issuer must settle by issuing a variable number of its equity shares
      if the monetary value of the obligation is based solely or predominantly
      on (1) a fixed monetary amount, (2) variations in something other than the
      fair value of the issuer's equity shares, or (3) variations inversely
      related to changes in the fair value of the issuer's equity shares.

                  In November 2003, FASB issued FASB Staff Position No. 150-3
      ("FSS 150-3") which deferred the effective dates for applying certain
      provisions of SFAS 150 related to mandatorily redeemable financial
      instruments of certain non-public entities and certain mandatory
      redeemable non-controlling interests for public and non-public companies.
      For public entities, SFAS 150 is effective for mandatorily redeemable
      financial instruments entered into or modified after May 31, 2003 and is
      effective for all other financial instruments as of the first interim
      period beginning after June 15, 2003. For mandatorily redeemable
      non-controlling interests that would not have to be classified as
      liabilities by a subsidiary under the exception in paragraph 9 of SFAS
      150, but would be classified as liabilities by the parent, the
      classification and measurement provisions of SFAS 150 are deferred
      indefinitely. The measurement provisions of SFAS 150 are also deferred
      indefinitely for other mandatorily redeemable non-controlling interests
      that were issued before November 4, 2003. For those instruments, the
      measurement guidance for redeemable shares and non-controlling interests
      in other literature shall apply during the deferral period. The adoption
      of FAS 150 did not have a material impact on the consolidated financial
      statements of the Company.


                                       28
<PAGE>
2.    ACCRUED OTHER EXPENSES

      Accrued other expenses consist of the following:

<TABLE>
<CAPTION>
      December 31,                         2003         2002
      ------------                         ----         ----
<S>                                  <C>          <C>
      Accrued interest               $   22,679   $   52,361
      Accrued salaries and bonuses      361,810      673,976
      Other taxes                        51,205       49,448
      Utilities, freight and other      465,197      343,331
                                     ----------   ----------
                                     $  900,891   $1,119,116
                                     ==========   ==========
</TABLE>

3.    LONG-TERM OBLIGATIONS

      Long-term obligations consist of the following:

<TABLE>
<CAPTION>
      December 31,                                                                      2003          2002
      ------------                                                                      ----          ----
<S>                                                                              <C>           <C>
      Revolving loan facility, expires August 30, 2005.  Interest fluctuated
          and ranged from 3.14% to 3.50% at December 31, 2003. (a)               $ 8,291,243   $

      Revolving loan facility, paid off August 30, 2003                                          5,359,453

      Term loan facility payable in monthly installments, matures August 30,
      2008. Interest fluctuated and ranged from 3.39% to 3.50% at December 31,
      2003 (a)                                                                     6,284,000

      Term loan facility payable in monthly installments, paid off August 30,
      2003.                                                                                      4,164,333

      Term loan-B payable in monthly installments, paid off August 30, 2003                      2,241,667

      Term loan payable in monthly installments of $24,760, including interest
          through 2018, interest was 7.0% for both years (b)                       2,710,727     2,814,131

      Additional purchase price payable related to The Virginia Honey Company
      acquisition (c)                                                                797,512       764,765

      Robert J. Budd Note (d)                                                        303,398       305,208

      Capitalized lease obligations                                                                131,030

      Other notes payable                                                             78,441        66,122
                                                                                 -----------   -----------

                                                                                  18,465,321    15,846,709
      Less current maturities                                                        780,390     1,430,933
                                                                                 -----------   -----------

                                                                                 $17,684,931   $14,415,776
                                                                                 ===========   ===========
</TABLE>

(a)   On September 9, 2003, the Company entered into a loan agreement (the
      "Loan") with a new bank and paid off the existing credit facility. The
      Loan provides for a two year $8,500,000 revolving line of credit for
      working capital needs; a five year $6,500,000 term loan that represents
      the Company's long term


                                       29
<PAGE>
      financing and a six year $3,000,000 term loan that was not utilized at
      December 31, 2003. Borrowing under the revolving loan is limited to 80% of
      the eligible receivables and 60% of eligible inventory; as such terms are
      defined in the Loan. The revolving loan facility matures August 30, 2005.
      The term loan is payable in monthly installments of $54,000 through July
      31, 2008, with a balloon payment of $3,368,000 due on August 30, 2008. The
      loans are collateralized by all of the assets of the Company.

      According to the terms of the Loan, interest is paid monthly and interest
      rates are subject to adjustment at certain predetermined dates based upon
      the Funded Debt to EBITDA ratio, as each such term is defined in the Loan.
      Under these terms, the revolving loan facility bears interest at rates
      ranging from LIBOR plus 1.75% to 2.25% or prime minus 0.50%. The term loan
      facility bears interest at rates ranging from LIBOR plus 2.00% to 2.50% or
      prime minus 0.50%. As of December 31, 2003, a portion of the revolving
      loan bore interest at 3.14%, which was equal to LIBOR of 1.14% plus 2.00%
      and another portion at 3.50%, which equaled prime of 4.00% minus 0.50%. At
      that date, the substantial portion of the term loan bore interest at
      3.39%, which was equal to LIBOR plus 2.25% and a smaller portion at the
      3.50% rate.

      The Loan imposes certain restrictions upon the Company and requires the
      Company to maintain certain financial covenants and ratios, including
      Tangible Net Worth and Cash Flow Coverage Ratio, as each such term is
      defined in the Loan. At December 31, 2003 and 2002, the Company was in
      compliance with these covenants.

(b)   As part of the acquisition agreement for Virginia Honey, the Company
      assumed a 7.0% note payable to a former Virginia Honey shareholder. At
      December 31, 2003, the balance due was $2,710,727. This note is payable in
      monthly installments through 2018.

(c)   The Stock Purchase Agreement, including its Amendments, for Virginia Honey
      provides for future payments to the former owner based upon 20% of five
      times the average quarterly EBITDA less certain debt obligations of
      Virginia Honey, for the period from January 2001 through December 31,
      2002. The present value of this calculation resulted in $797,512 and
      $764,765 at December 31, 2003 and 2002, respectively, and has been
      recorded as a liability at December 31, 2003. The payment is due to be
      paid on April 1, 2005. The remaining payments under the Stock Purchase
      Agreement to the former owner of Virginia Honey and the payments per the
      merger agreement to the former owner of Halifax will be based on the
      earnings of Vita Specialty Foods, the combined earnings of Halifax and
      Virginia Honey. There are two periods of measurement remaining, the first
      covers January 1, 2003 until December 31, 2005 and the second covers
      January 1, 2006 until December 31, 2007. See Note 11 under Notes to the
      Consolidated Financial Statements for a further discussion on the earnout
      payments.

(d)   The merger agreement with Halifax provides that, as part of the
      acquisition price, the balance of a note due to the former owner by the
      acquired organization will be repaid to that individual by the Company on
      April 1, 2006. No interest accrues on this debt. See Note 11 below for
      further discussion of this merger agreement.

      Scheduled annual maturities of long-term obligations as of December 31,
      2003 are as follows:

<TABLE>
<CAPTION>
      Year ending December 31,
      ------------------------
<S>                         <C>
      2004                  $   780,390
      2005                    9,876,526
      2006                    1,099,946
      2007                      809,592
      2008                    3,849,188
      2009 and subsequent     2,049,679
                            -----------
                            $18,465,321
                            ===========
</TABLE>

      In prior years, the Company had leased certain equipment under
      non-cancelable capitalized lease


                                       30
<PAGE>
      agreements. All such leases expired during 2003.

4.    INCOME TAXES

      Deferred income taxes reflect the net tax effects of temporary differences
      between the carrying amounts of assets and liabilities for financial
      reporting purposes and the amounts used for income tax purposes. The tax
      effects of existing temporary differences that give rise to significant
      portions of the net deferred tax asset (liability) are as follows:

<TABLE>
<CAPTION>
      December 31,                                  2003           2002
      ------------                                  ----           ----
<S>                                           <C>            <C>
      Deferred tax asset:
           Uniform inventory capitalization   $    71,000    $    90,000
           Accrued expenses                       271,000        177,000
           Contributions carryover                     --         23,000
           Net operating loss carryforwards       791,000        791,000
                                              -----------    -----------
                                                1,133,000      1,081,000

      Deferred tax liability:
           Depreciation                          (568,000)      (344,000)
                                              -----------    -----------
                                                  565,000        737,000
      Less valuation allowance                   (791,304)    (524,304)4
                                              -----------    -----------
      Net deferred tax (liability) asset      $  (226,304)   $   212,696
                                              ===========    ===========
</TABLE>

      The valuation allowance of $791,304 relates to the net operating loss
      carryforward acquired in the Halifax acquisition. The adjustment of
      $267,000 to the valuation allowance was an adjustment to the original
      Halifax purchase price allocation (Note 11).

      Income taxes at December 31, 2003, 2002 and 2001 consist of the following:

<TABLE>
<CAPTION>
      December 31,                             2003        2002        2001
      ------------                             ----        ----        ----
<S>                                       <C>         <C>         <C>
      Current                             $ 214,000   $ 729,000   $  56,869
      Deferred                              488,000     138,000     506,000
      Adjustment of valuation allowance          --          --    (181,000)
                                          ---------   ---------   ---------

      Income tax expense                  $ 702,000   $ 867,000   $ 381,839
                                          =========   =========   =========
</TABLE>

      The reconciliation of income tax computed at the United States federal
      statutory tax rate of 34% to income tax expense is as follows:

<TABLE>
<CAPTION>
      Year ended December 31,                           2003        2002        2001
      -----------------------                           ----        ----        ----
      <S>                                          <C>         <C>         <C>
      Tax at federal statutory rate                $ 595,000   $ 786,000   $ 523,000
      Change in deferred tax valuation allowance          --          --    (181,000)
      Other (primarily state taxes)                  107,000      81,000      39,839
                                                   ---------   ---------   ---------
      Income tax expense                           $ 702,000   $ 867,000   $ 381,839
                                                   =========   =========   =========
</Table>

      During 2001 the Company recognized the benefit of net operating loss
      carryforwards of $535,000.



                                       31
<PAGE>
5.    COMMITMENTS AND CONTINGENCIES

      A.    In the ordinary course of business, the Company becomes involved in
            litigation as a defendant in various lawsuits. In the opinion of
            management, after considering the advice of counsel, the ultimate
            resolution of these legal proceedings will not have a material
            effect on the financial statements taken as a whole and thus no
            provision has been made in the financial statements for any loss
            contingencies.

      B.    The Company leases its Virginia Honey warehouses from a former owner
            of Virginia Honey, who is now an officer of Vita Specialty Foods.
            During 2003 the Company renewed both of these leases, one through
            December 31, 2008 and the second through December 31, 2018.
            Additional renewal options are available. Future payments under
            these leases amount to approximately $399,000 for the year ending
            2004, $372,000 for each of the years ending 2005 through 2008 and
            $274,000 for each of the subsequent periods. Since July 1, 2001, the
            effective date of the acquisition, rent expense under these
            agreements totaled $153,000, $306,000 and $358,000 in 2001, 2002 and
            2003 respectively.

      C.    During 2003, the Company has entered into a lease agreement with an
            unrelated lessor for the Atlanta facility. The lease expires on
            August 31, 2006. Future payments under the lease will amount to
            approximately $33,000, $35,000 and $25,000 for the years ending
            2004, 2005 and 2006 respectively. Since November 1, 2002, the
            effective date of the acquisition, rent expense under this agreement
            totaled $13,431.

      D.    The Stock Purchase Agreement, including its Amendments, for Virginia
            Honey and the merger agreement for Halifax provide for future
            payments to the former owners. See Note 11 relating to these
            potential payments.

      E.    The Company has brand name product licensing agreements, which
            contain provisions for minimum future royalty payments. During 2003,
            the Company paid $271,000 in royalty payments under these licensing
            agreements. The minimum future royalty payments are $370,000,
            $414,000, and $60,000 for the years ending 2004, 2005 and 2006
            respectively.

6.    EMPLOYEE BENEFIT PLANS

      The Company has established a qualified 401(k) profit sharing plan
      covering its non-union employees. Participants may elect to defer a
      portion of annual compensation. The Company may contribute amounts at the
      discretion of the board of directors.

      The Company expensed 401(k) matching contributions of $67,000, $59,000 and
      $29,000 in 2003, 2002 and 2001, respectively.

      Additionally, the Company participates in two multi-employer plans that
      provide benefits to the Company's union employees. Contributions to the
      plans for the years ended December 31, 2003, 2002 and 2001 were $33,000,
      $31,000 and $31,000, respectively.

7.    MAJOR CUSTOMER

      In the year ending December 31, 2003, the Company had sales to one
      customer representing 19% and sales to another customer representing 13%
      of total annual net sales. At December 31, 2003, these customers had open
      accounts receivable balances of $1,390,000 and $578,000 respectively. At
      December 31, 2002 the Company had sales to one customer representing 19%
      and sales to another customer representing 12% of total annual net sales.
      At December 31, 2002, these customers had open accounts receivable
      balances of $1,016,000 and $634,000 respectively. In 2001, the Company had
      sales to one customer representing 12% of total annual net sales.


                                       32
<PAGE>
8.    CAPITAL

      On September 11, 1996, the Company adopted the Vita Food Products, Inc.
      1996 Stock Option Plan pursuant to which 325,000 shares of common stock
      have been reserved for issuance upon the exercise of options designated as
      either an "incentive stock option" or as a "nonqualified stock option."
      These options vest at 20% per year and may be granted to employees or
      other constituencies of the Company, including members of the board of
      directors who are employees. On September 11, 1996, the Company also
      adopted the Vita Food Products, Inc. 1996 Stock Option Plan for
      Non-Employee Directors. The plan was amended and restated in 2000 to
      provide for 175,000 shares of common stock to be reserved for issuance
      upon the exercise of options designated as a "nonqualified stock option."
      These options become fully vested six months after issuance and may be
      granted to directors who are not employees of the Company. Generally,
      options are exercisable for a period of ten years from the date of grant.
      Further, in September 1996, the Company adopted the 1996 Employee Stock
      Purchase Plan pursuant to which 150,000 shares of common stock have been
      reserved for issuance.

      Information with respect to the stock option plans follows:

<TABLE>
<CAPTION>
      Year ended December 31,                   2003          2002          2001
      -----------------------                   ----          ----          ----
      <S>                                <C>           <C>           <C>
      Options outstanding at beginning
        of year                              328,500       221,500       168,500
      Options granted                         35,000       157,000        58,500
      Options exercised                       32,200        40,800         2,500
      Options forfeited                       16,900         9,200         3,000
                                         -----------   -----------   -----------

      Options outstanding at end
        of year                              314,400       328,500       221,500
                                         ===========   ===========   ===========

      Weighted average remaining
        contractual life                    7.3 YRS.      8.0 yrs.      7.5 yrs.
      Options exercisable                    173,120       150,400       147,400
                                         ===========   ===========   ===========

      Option prices per share granted    $4.00-$5.15   $4.00-$6.00   $1.50-$2.75
                                         ===========   ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
      Weighted Average Exercise Price           2003          2002          2001
      -------------------------------           ----          ----          ----
      <S>                                      <C>           <C>           <C>
      January 1,                               $3.42         $2.53         $2.60
      December 31,                              3.52          3.42          2.53
      Exercised                                 3.08          2.58          1.50
      Exercisable                               3.03          2.75          2.52
      Forfeited                                 4.20          3.49          3.50
</TABLE>

9.    EMPLOYMENT CONTRACTS

      The Company has employment agreements with two officers of the Company,
      extending through December 2003. Under the terms of these agreements, the
      officers are entitled to be paid a salary of $240,030 annually (adjusted
      annually for increases of at least the cost of living index), plus
      bonuses, if any, and certain perquisites. One of the officers had his
      employment agreement renewed on substantially the same terms and
      conditions through December 2007.

      The Company entered into an employment agreement with an officer of
      Virginia Honey in conjunction with the purchase of Virginia Honey. The
      agreement extends to December 31, 2004 and calls for the officer to
      receive a salary of $300,000 per year with, at the sole discretion of
      Virginia Honey's board of directors, a maximum raise equal to the
      percentage increase in the cost of living index. In addition, the


                                       33
<PAGE>
      Company entered into an employment agreement with an officer of Halifax in
      conjunction with the purchase of Halifax. The agreement extends to
      December 31, 2007 and calls for the officer to receive a salary of
      $242,500 per year with a 3% per year increase starting January 1, 2004.

10.   FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amount of cash, accounts receivable, accounts payable and
      short-term debt approximates fair value due to the short-term nature of
      these instruments. The fair value of the Company's notes payable is based
      on rates currently available for debt with similar terms and maturities
      from the bank issuing the Loan discussed in Note 3.

11.   ACQUISITIONS

      THE VIRGINIA HONEY COMPANY, INC.

      Effective July 1, 2001 Vita acquired 100% of the outstanding shares of
      capital stock of Virginia Honey from Terry W. Hess. The results of
      Virginia Honey have been included in the Company's consolidated financial
      statements since the effective date. Virginia Honey is a manufacturer and
      distributor of honey, salad dressings, sauces, jams and jellies and gift
      baskets. As a result of the acquisition, the Company is leveraging its
      sales and distribution network to provide national exposure to the
      products of Virginia Honey. The Company also expects to introduce products
      that will be jointly developed, thereby increasing the market presence of
      Vita and Virginia Honey.

      The aggregate purchase price, including direct costs of the acquisition,
      of $4,884,437 was paid in cash. The Stock Purchase Agreement, including
      its Amendments, for Virginia Honey provides for future payments to the
      former owner based upon 20% of five times the average quarterly EBITDA
      less certain debt obligations of Virginia Honey, for the period from
      January 2001 through December 31, 2002. The present value of this
      calculation resulted in $797,512, and has been recorded as a liability at
      December 31, 2003 and, as discussed in Note 3 above, is payable on April
      1, 2005. The remaining payments under the Stock Purchase Agreement to the
      former owner of Virginia Honey and the payments per the merger agreement
      to the former owner of Halifax will be based on the earnings of Vita
      Specialty Foods, the combined earnings of Halifax and Virginia Honey.
      There are two periods of measurement remaining, the first covers January
      1, 2003 until December 31, 2005 and the second covers January 1, 2006
      until December 31, 2007.

      As a result of the Halifax merger agreement discussed below, the
      operations of Virginia Honey and Halifax have been merged effective
      November 1, 2002. Accordingly, EBITDA applicable to the future contingent
      payments due to Mr. Hess will be determined based upon a formula included
      as part of that merger agreement. Should Virginia Honey maintain its
      current profitability levels, the Company estimates that total remaining
      payments, with a net present value of approximately $1.9 million, would be
      due and payable as contingent consideration in accordance with the
      provisions of the Stock Purchase Agreement.

      The unaudited consolidated results of operation on a pro forma basis as
      though Virginia Honey had been acquired as of the beginning of 2001 are as
      follows ($000's except earnings per share data):

<TABLE>
<CAPTION>
      Twelve months ended December 31,         2001
      --------------------------------         ----
      <S>                                <C>
      Net sales                          $   38,452
      Net income                         $    1,547

      Basic earnings per share           $     0.42
      Diluted earnings per share         $     0.41
</TABLE>

      The pro forma financial information is not necessarily indicative of the
      operating results that would have occurred had the Virginia Honey
      acquisition been consummated as of the above dates, nor are they
      indicative of future operating results.


                                       34
<PAGE>
      THE HALIFAX GROUP, INC.

      Effective November 1, 2002, Vita Food Products, Inc. acquired all of the
      issued and outstanding shares of capital stock of Halifax, a Georgia
      corporation, from Robert J. Budd and certain affiliates or associates of
      Mr. Budd. Since the effective date, the results of Halifax have been fully
      integrated with the results of Virginia Honey. This merger of Halifax and
      Virginia Honey has resulted in a new subsidiary named Vita Specialty
      Foods. Halifax is a manufacturer and distributor of licensed brand-named
      sauces, marinades, salad dressings, various gourmet products and branded
      gift items, many of which are similar to those of Virginia Honey. The
      Company expects to enjoy both market synergies and production efficiencies
      as a result of this merger.

      On the November 6, 2002 closing date, as a direct cost of the acquisition,
      the Company paid cash of $450,000 to Mr. Budd in partial payment of the
      $795,781 preexisting debt owed to him by Halifax. The discounted value of
      the remaining debt has been recorded by the Company as a long-term
      obligation as discussed in Note 3 above. The Company also assigned to Mr.
      Budd any potential rights or exposure associated with an unresolved legal
      case involving Halifax. The merger agreement further provides for two
      future contingent payments to Mr. Budd. The first will be based upon 45%
      of five times the Halifax portion of Vita Specialty Food's average
      quarterly EBITDA. The agreement includes a formula that allocates EBITDA
      between Halifax and Virginia Honey, based on the proportion of each unit's
      products sold.

      This EBITDA will be averaged quarterly for calendar years 2003 through
      2005. This first contingent payment will be reduced by the remaining
      balance of the preexisting debt discussed above. The second contingent
      payment will be determined the same way except the percent will be reduced
      from 45% to 30% and will be based upon the calendar years 2006 and 2007.
      If payable, the first payment will be paid on or before April 1, 2006 and
      the second will be paid on or before April 1, 2008 and both will be
      recorded as additional acquisition costs. Should Vita Specialty Foods
      maintain its current profitability levels, the Company estimates that
      there would be no remaining payment due as contingent consideration in
      accordance with the provisions of the merger agreement. The following
      table summarizes the fair values of the assets acquired and the
      liabilities assumed at the date of acquisition:

<TABLE>
<CAPTION>
                                   AT NOVEMBER 1, 2002
                                       (in 000's)
                    ---------------------------------------
<S>                                                 <C>
                    Current assets                  $ 1,815
                    Property, plant and equipment       982
                    Other assets                        560
                    Goodwill                          1,562
                                                    -------
                        Total assets acquired         4,919
                    Current liabilities              (3,670)
                    Long-term debt                   (1,005)
                                                    -------
                        Total liabilities assumed    (4,675)
                                                    -------
                        Net assets acquired         $   244
                                                    =======
</TABLE>


                                       35
<PAGE>
During 2003, the following adjustments were made to the purchase price
allocation:

<TABLE>
<CAPTION>
                                  (in $000's)
     --------------------------------------------------------------------
<S>                                                                 <C>
     Exit costs incurred in acquisition                             $ 725
     Deferred tax asset relating to the exit costs                   (317)
     Changes in estimated valuation allowance
        relating to the acquired net operating loss carryforwards     267
     Changes to estimates relating to inventory and relating to
        inventory and accounts receivable reserves                     70
                                                                    -----
     Adjustment to the original purchase price allocation           $ 745
                                                                    =====
</TABLE>

None of the amount of goodwill is expected to be deductible for tax purposes.

The unaudited consolidated results of operation on a pro forma basis as though
Halifax had been acquired as of the beginning of 2001 are as follows ($000's
except earnings per share data):

<TABLE>
<CAPTION>
                Twelve months ended December 31,       2002       2001
                --------------------------------       ----       ----
<S>                                                <C>        <C>
                Net sales                          $ 50,275   $ 43,756
                Net income                         $    970   $  1,036

                Basic earnings per share           $   0.26   $   0.28
                Diluted earnings per share         $   0.25   $   0.28
</TABLE>

The pro forma financial information is not necessarily indicative of the
operating results that would have occurred had the Halifax acquisition been
consummated as of the above dates, nor are they indicative of future operating
results.

ACQUISITION AND EXIT COSTS

In connection with the acquisition of Halifax, the Company's management approved
and initiated plans to restructure the operations of pre-acquisition Halifax to
eliminate redundant facilities and headcount, reduce cost structure and better
align the operating expenses with existing economic conditions. Consequently,
the Company recorded $724,503 of costs relating to activities of pre-acquisition
Halifax such as severance and related benefits, the cost of abandoned
leaseholds, the cost to vacate the leased facilities and other pre-acquisition
liabilities. These costs were accounted for under EITF 95-3, "Recognition of
Liabilities in Connection with Purchase of Business Combinations". These costs
were recognized as a liability assumed in the acquisition and included in the
allocation of the purchase price.

The acquisition and exit costs consist of the following:

<TABLE>
<CAPTION>
                                          Closedown   Employee
                                             of       Severance
                                          Facility    & Related      Other        Total
                                         ----------   ----------   ----------   ----------
<S>                                      <C>          <C>          <C>          <C>
Exit costs incurred in acquisition       $  497,538   $  111,699   $  115,266   $  724,503
Payments made during the twelve
  months ending December 31, 2003           481,247      111,699      115,266      708,212
Acquisition cost accrual, December 31,   ----------   ----------   ----------   ----------
  2003 (all current obligations)         $   16,291   $       --   $       --   $   16,291
                                         ==========   ==========   ==========   ==========
</TABLE>


                                       36
<PAGE>
12.   BUSINESS SEGMENTS

      The Company has adopted Statement of Financial Accounting Standards (SFAS)
      No. 131, "Disclosures about Segments of an Enterprise and Related
      Information." Following the provisions of SFAS No. 131, the Company is
      reporting two operating business segments in the same format as reviewed
      by the Company's senior management. Segment one, Vita, processes and sells
      various herring, and cured and smoked salmon products throughout the
      United States and Mexico. Segment two, Vita Specialty Foods, combines the
      products of Virginia Honey and Halifax and manufactures and distributes
      honey, salad dressings, sauces, marinades, jams and jellies and gift
      baskets throughout North America. Management uses operating profit as the
      measure of profit or loss by business segment. The significant accounting
      policies as described in Note 1 were utilized in the preparation of the
      financial statements for both segments.

             Business segment information is as follows ($000's):

<TABLE>
<CAPTION>
             Twelve months ended December 31,         2003      2002      2001
             --------------------------------         ----      ----      ----
             <S>                                   <C>       <C>       <C>
             GOODWILL
                 Vita                              $    --   $    --   $    --
                 Vita Specialty Foods                8,311     7,566     5,239
                                                   -------   -------   -------
             Total Goodwill                        $ 8,311   $ 7,566   $ 5,239
                                                   =======   =======   =======
             TOTAL ASSETS
                 Vita                              $20,056   $18,566   $16,256
                 Vita Specialty Foods                9,028     7,976     3,812
                                                   -------   -------   -------
             Total Assets                          $29,084   $26,542   $20,068
                                                   =======   =======   =======
             NET SALES
                 Vita                              $27,216   $28,096   $26,173
                 Vita Specialty Foods               23,714    14,767     5,809
                                                   -------   -------   -------
             Total Net Sales                       $50,930   $42,863   $31,982
                                                   =======   =======   =======
             OPERATING PROFIT
                 Vita                              $   612   $ 1,887   $ 1,400
                 Vita Specialty Foods                1,890     1,028       699
                                                   -------   -------   -------
             Total Operating Profit                $ 2,502   $ 2,915   $ 2,099
                                                   =======   =======   =======
             NET INCOME
                 Vita                              $   148   $   983   $   809
                 Vita Specialty Foods                  900       463       347
                                                   -------   -------   -------
             Total Net Income                      $ 1,048   $ 1,446   $ 1,156
                                                   =======   =======   =======
             DEPRECIATION AND AMORTIZATION
                 Vita                              $   540   $   491   $   470
                 Vita Specialty Foods                  416       311       160
                                                   -------   -------   -------
             Total Depreciation and Amortization   $   956   $   802   $   630
                                                   =======   =======   =======
             CAPITAL EXPENDITURES
                 Vita                              $   389   $ 1,034   $   590
                 Vita Specialty Foods                  747       211       131
                                                   -------   -------   -------
             Total Capital Expenditures            $ 1,136   $ 1,245   $   721
                                                   =======   =======   =======
</TABLE>


                                       37
<PAGE>
13.   SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

                        FOR THE THREE MONTH PERIOD ENDED
                 (IN THOUSANDS, EXCEPT EARNINGS PER SHARE DATA)

<TABLE>
<CAPTION>
                                  MARCH 31,     JUNE 30,   SEPTEMBER 30,    DECEMBER 31,
                                       2003         2003            2003            2003
                                       ----         ----            ----            ----
<S>                              <C>          <C>             <C>             <C>
REVENUES                         $   12,957   $   12,855      $   11,651      $   13,467
GROSS PROFIT                          4,022        4,158           3,841           3,809

NET INCOME                              307          320             145             276

BASIC EARNINGS PER SHARE               0.08         0.08            0.04            0.07
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                       3,776,562    3,777,895       3,792,993       3,809,857

DILUTED EARNINGS PER SHARE             0.08         0.08            0.04            0.07
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                       3,846,987    3,872,585       3,948,284       3,994,167
</TABLE>

                        FOR THE THREE MONTH PERIOD ENDED
                 (IN THOUSANDS, EXCEPT EARNINGS PER SHARE DATA)

<TABLE>
<CAPTION>
                                     MARCH 31,     JUNE 30,   SEPTEMBER 30,    DECEMBER 31,
                                          2002         2002            2002            2002
                                          ----         ----            ----            ----
<S>                                 <C>          <C>             <C>             <C>
REVENUES                            $   10,067   $    8,785      $    9,292      $   14,719
GROSS PROFIT                             3,078        2,814           2,794           4,646

NET INCOME                                 304          132             208             802

BASIC EARNINGS PER SHARE                  0.08         0.04            0.06            0.21
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                          3,729,683    3,739,721       3,759,459       3,771,280

DILUTED EARNINGS PER SHARE                0.08         0.03            0.05            0.21
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING                          3,815,393    3,858,071       3,879,538       3,863,607
</TABLE>


                                       38
<PAGE>
SCHEDULE 1. VALUATION AND QUALIFYING ACCOUNTS

             ALLOWANCE FOR DISCOUNTS, RETURNS AND DOUBTFUL ACCOUNTS
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
           BALANCE AT                                                BALANCE AT
CALENDAR   BEGINNING   CHARGED TO    WRITE-OFFS &  ACQUISITION OF       END
  YEAR      OF YEAR      EXPENSE     COLLECTIONS     SUBSIDIARY       OF YEAR
  ----      -------      -------     -----------     ----------       -------
<S>        <C>         <C>           <C>           <C>               <C>
2001         $194          105           90              0             $209
2002         $209            6           39            101             $277
2003         $277           74           50              0             $301
</TABLE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

      No changes in accountants or disagreements with accountants on accounting
and financial disclosure occurred.

ITEM 9A. CONTROLS AND PROCEDURES.

      Under the supervision and with the participation of the Company's
management team, the principal executive officer and principal financial officer
have evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures as defined in Rules 13a - 14(c) and 15d -
14(c) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of December 31, 2003 and, based on their evaluation, have concluded
that these controls and procedures are effective. There were no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls during the fiscal quarter ended December 31,
2003 and up to the date of this Annual Report on Form 10-K. There were no
significant deficiencies or material weaknesses, and therefore there were no
corrective actions taken.

      Disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange Commission's rules and
forms. Disclosure controls and Procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by
the Company in the reports that it files under the Exchange Act is accumulated
and communicated to the Company's management, including its principal executive
officer and principal financial officer, as appropriate to allow timely
decisions regarding required disclosure.

      It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote.


                                       39
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

      The information required by this Item 10 is incorporated herein by
reference to the information set forth under the captions "Election of
Directors," "Executive Officers" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's definitive Proxy Statement for the 2004
Annual Meeting of Stockholders.

ITEM 11. EXECUTIVE COMPENSATION.

      The information required by this Item 11 is incorporated by reference to
the information set forth under the caption "Compensation of Executive Officers"
in the Company's definitive Proxy Statement for the 2004 Annual Meeting of
Stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

      The information required by this Item 12 is incorporated by reference to
the information set forth under the caption "Security Ownership of Principal
Holders and Management" in the Company's definitive Proxy Statement for the 2004
Annual Meeting of Stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

      The information required by this Item 13 is incorporated by reference to
the information set forth under the caption "Certain Relationships and Related
Transactions" in the Company's definitive Proxy Statement for the 2004 Annual
Meeting of Stockholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

      The information required by this Item 14 is incorporated by reference to
the information set forth under the caption "Audit Committee Disclosure" in the
Company's definitive Proxy Statement for the 2004 Annual Meeting of
Stockholders.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1), (a)(2) and (d): The Company has filed its consolidated financial
statements and financial statement schedule in Part II, Item 8 of this Annual
Report on Form 10-K.

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


                                       40
<PAGE>
NUMBER                                  EXHIBIT TITLE
------                                  -------------

(1) 2.1           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) 3.1           Articles of Incorporation of the Company (Ex. 3.1)

(3) 3.2           By-laws of the Company (Ex. 3.2)

(3) 4.1           Form of Common Stock Certificate (Ex. 4.1)

(4) 10.1          Loan and Security Agreement dated as of September 5, 2003 by
                  and between the Company and LaSalle National Bank, N.A. (Ex.
                  10.1)

(3) 10.2          Form of 1996 Employee Stock Option Plan (Ex. 10.4)x

(3) 10.3          Form of 1996 Stock Option Plan for Non-Employee Directors (Ex.
                  10.5)x

(3) 10.4          Form of Employment Agreement between the Company and Stephen
                  D. Rubin (Ex. 10.7)x

(5) 10.4.1        Amendment One to Employment Agreement between the Company and
                  Stephen D. Rubin (Ex. 10.4.1)x

(3) 10.5          Form of Employment Agreement between the Company and Clark L.
                  Feldman (Ex. 10.8)x

(5) 10.5.1        Amendment One to Employment Agreement between the Company and
                  Clark L. Feldman (Ex. 10.5.1)x

----------

(1) Incorporated by reference to Form 8-K filed with the Securities and Exchange
Commission on August 30, 2001. Form 8-K Exhibit Number is included in
parenthesis following the title of the exhibit.

(2) Incorporated by reference to Form 8-K filed with the Securities and Exchange
Commission on November 6, 2002. Form 8-K Exhibit Number is included in
parenthesis following the title of the exhibit.

(3) Incorporated by 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 in parenthesis following the title of
the exhibit.

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

(5) Incorporated by reference to Form 10-QSB for the fiscal quarter ended June
30, 1999, filed with the Securities and Exchange Commission on August 9, 1999.
Form 10-QSB Exhibit Number is included in parenthesis following the title of the
exhibit.

x Indicates an employee benefit plan, management contract or compensatory plan
or arrangement.


                                       41
<PAGE>
NUMBER                                  EXHIBIT TITLE
------                                  -------------

    10.6          Employment Agreement dated as of January 1, 2004 between the
                  Company and Clark L. Feldman x*

(3) 10.7          Long Term Supply/Purchase Agreement dated as of September 1,
                  1992 by and between the Company and Barry's Limited (Ex. 10.9)

(3) 10.8          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)

(1) 10.9          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

(6) 10.10         Amended and Restated Loan and Security Agreement, dated August
                  15, 2001 (Ex. 10.11)

(6) 10.10.1       First Amendment to Amended and Restated Loan and Security
                  Agreement, dated July 31, 2002 (Ex. 10.11.1)

    14.1          Code of Ethics*

    21.1          Subsidiary of the Company*

    31.1          Principal Executive Officer Certification pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002*

    31.2          Principal Financial Officer Certification pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002*

    32.1          Principal Executive Officer Certification pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002*

    32.2          Principal Financial Officer Certification pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002*

----------

(6) Incorporated by reference to Form 10-Q for the fiscal quarter ended
September 30, 2002, filed with the Securities and Exchange Commission on
November 14, 2002. Form 10-Q Exhibit Number is included in parenthesis following
the title of the exhibit.

* Filed herewith.

(b)   Reports on Form 8-K

A Form 8-K was filed by the Company on February 26, 2004, with respect to its
press release announcing its results of operations for the quarter and year
ended December 31, 2003.


                                       42
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        VITA FOOD PRODUCTS, INC.

                                        By:         /s/Stephen D. Rubin/s/
                                           --------------------------------
                                                      Stephen D. Rubin
                                                          President

                                        Date:     March 26, 2004

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the following capacities on March 26, 2004.

           Signatures                                Title

/s/Stephen D. Rubin/s/                       Director and President
---------------------------               (Principal Executive Officer)
Stephen D. Rubin

/s/Clark L. Feldman/s/         Director, Executive Vice President and Secretary
---------------------------
Clark L. Feldman

/s/Clifford K. Bolen/s/        Executive Vice President, Chief Financial Officer
---------------------------                      and Treasurer
Clifford K. Bolen                (Principal Financial and Accounting Officer)

/s/Terry W. Hess/s/              Chief Executive Officer of Virginia Honey and
---------------------------                         Director
Terry W. Hess

/s/Michael Horn/s/                                  Director
---------------------------
Michael Horn

/s/Neal Jansen/s/                                   Director
---------------------------
Neal Jansen

/s/Paul R. Lederer/s/                               Director
---------------------------
Paul R. Lederer

s/Steven A. Rothstein/s/                            Director
---------------------------
Steven A. Rothstein

/s/John C. Seramur/s/                               Director
---------------------------
John C. Seramur

/s/Joel D. Spungin/s/                               Director
---------------------------
Joel D. Spungin

/s/Robert J. Budd/s/                                Director
---------------------------
Robert J. Budd


                                       43
<PAGE>
                                  EXHIBIT INDEX

NUMBER                                      EXHIBIT TITLE
------                                      -------------

(1) 2.1           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) 3.1           Articles of Incorporation of the Company (Ex. 3.1)

(3) 3.2           By-laws of the Company (Ex. 3.2)

(3) 4.1           Form of Common Stock Certificate (Ex. 4.1)

(4) 10.1          Loan and Security Agreement dated as of September 5, 2003 by
                  and between the Company and LaSalle National Bank, N.A. (Ex.
                  10.1)

(3) 10.2          Form of 1996 Employee Stock Option Plan (Ex. 10.4)x

(3) 10.3          Form of 1996 Stock Option Plan for Non-Employee Directors (Ex.
                  10.5)x

(3) 10.4          Form of Employment Agreement between the Company and Stephen
                  D. Rubin (Ex. 10.7)x

(5) 10.4.1        Amendment One to Employment Agreement between the Company and
                  Stephen D. Rubin (Ex. 10.4.1)x

(3) 10.5          Form of Employment Agreement between the Company and Clark L.
                  Feldman (Ex. 10.8)x

(5) 10.5.1        Amendment One to Employment Agreement between the Company and
                  Clark L. Feldman (Ex. 10.5.1)x

----------

(1) Incorporated by reference to Form 8-K filed with the Securities and Exchange
Commission on August 30, 2001. Form 8-K Exhibit Number is included in
parenthesis following the title of the exhibit.

(2) Incorporated by reference to Form 8-K filed with the Securities and Exchange
Commission on November 6, 2002. Form 8-K Exhibit Number is included in
parenthesis following the title of the exhibit.

(3) Incorporated by 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 in parenthesis following the title of
the Exhibit.

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

(5) Incorporated by reference to Form 10-QSB for the fiscal quarter ended June
30, 1999, filed with the Securities and Exchange Commission on August 9, 1999.
Form 10-QSB Exhibit Number is included in parenthesis following the title of the
exhibit.

x Indicates an employee benefit plan, management contract or compensatory plan
or arrangement.


                                       44
<PAGE>
NUMBER                                      EXHIBIT TITLE
------                                      -------------

    10.6          Employment Agreement dated January 1, 2004 between the Company
                  and Clark L. Feldman x*

(3) 10.7          Long Term Supply/Purchase Agreement dated as of September 1,
                  1992 by and between the Company and Barry's Limited (Ex. 10.9)

(3) 10.8          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)

(1) 10.9          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

(6) 10.10         Amended and Restated Loan and Security Agreement, dated August
                  15, 2001 (Ex. 10.11)

(6) 10.10.1       First Amendment to Amended and Restated Loan and Security
                  Agreement, dated July 31, 2002 (Ex. 10.11.1)

    14.1          Code of Ethics*

    21.1          Subsidiary of the Company*

    31.1          Principal Executive Officer Certification pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002*

    31.2          Principal Financial Officer Certification pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002*

    32.1          Principal Executive Officer Certification pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002*

    32.2          Principal Financial Officer Certification pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002*

----------

(6) Incorporated by reference to Form 10-Q for the fiscal quarter ended
September 30, 2002, filed with the Securities and Exchange Commission on
November 14, 2002. Form 10-Q Exhibit Number is included in parenthesis following
the title of the exhibit.

* Filed herewith.


                                       45