<PAGE>   1




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

                                  FORM 10-QSB


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
               For the Quarterly Period Ended September 30, 1997


                         Commission File Number 1-12599



                            VITA FOOD PRODUCTS, INC.
                 (Name of Small Business Issuer in its Charter)


<TABLE>

<S>                     <C>                                                <C>  
           NEVADA                                                            #36-3171548
-------------------------------                                         ---------------------
(State or other jurisdiction of                                           (I.R.S. Employer
incorporation or organization)                                           Identification No.)


2222 WEST LAKE STREET
CHICAGO, ILLINOIS                           (312) 738-4500                          60612
---------------------     -------------------------------------------------      ------------
(Address of principal     Registrant's telephone number including area code       (Zip Code)
executive offices)
</TABLE>


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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
    -----      -----



Number of shares outstanding of Registrant's common stock, par value $.01 per
share, as of November 1, 1997 is 3,700,000.

<PAGE>   2

                            VITA FOOD PRODUCTS, INC.

       REPORT ON FORM 10-QSB FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997

                                     INDEX


I. FINANCIAL INFORMATION:


   Item 1.  Financial Statements (unaudited)
            Balance Sheets .............................................   3-4
            Statements of Operations....................................     5
            Statements of Shareholders' Equity (Deficit)................     6
            Statements of Cash Flows ...................................     7
            Notes to Financial Statements ..............................     8
                                                           
   Item 2.  Management's Discussion and Analysis of Financial Condition and 
            Results of Operations ......................................  8-10


   II.      OTHER INFORMATION ..........................................    10




                                                                               2

<PAGE>   3
<TABLE>  
<CAPTION>
                                                                                                                           
                                                                                                   VITA FOOD PRODUCTS, INC. 
                                                                                                                           
                                                                                                                           
                                                                                                                           
                                                                                                            BALANCE SHEETS 
===========================================================================================================================
                                                                                                                           
                                                                                                                           
                                                                                                                           
                                                                                                                           
                                                                                                                           
                                                                              SEPTEMBER 30,                   DECEMBER 31, 
                                                                                  1997                             1996    
                                                                               (UNAUDITED)                      (AUDITED)  
-------------------------------------------------------------------------------------------------------------------------  
<S>                                                                          <C>                              <C>          
ASSETS                                                                                                                     
                                                                                                                           
CURRENT ASSETS                                                                                                             
        Cash                                                                 $       38,718                   $     88,221 
        Accounts receivable-trade, net of allowance for                                                                    
         doubtful accounts of $190,000 in 1997 and 190,000 in 1996                2,499,249                      3,212,157 
        Inventories                                                                                                        
           Raw material and supplies                                              2,699,398                      3,167,911 
           Work in progress                                                         186,712                        168,604 
           Finished goods                                                         2,170,766                      1,473,172 
        Prepaid expenses and other current assets                                   234,329                        152,845 
        Deferred income taxes                                                       746,137                        300,000 
--------------------------------------------------------------------------------------------------------------------------  
TOTAL CURRENT ASSETS                                                              8,575,309                      8,562,910 
--------------------------------------------------------------------------------------------------------------------------  
PROPERTY, PLANT AND EQUIPMENT                                                                                              
        Building and improvements                                                 1,399,077                      1,379,056 
        Machinery and office equipment                                            4,458,122                      3,984,517 
-------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                           
                                                                                  5,857,199                      5,363,573 
                                                                                                                           
                                                                                                                           
        Less accumulated depreciation and amortization                           (3,546,347)                    (3,337,129)
-------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                            
                                                                                  2,310,852                      2,026,444 
                                                                                                                           
        Land                                                                         35,000                         35,000 
-------------------------------------------------------------------------------------------------------------------------- 
NET PROPERTY, PLANT & EQUIPMENT                                                   2,345,852                      2,061,444  
-------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                           
OTHER ASSETS                                                                        223,909                        715,677 
-------------------------------------------------------------------------------------------------------------------------- 
                                                                              $  11,145,070                   $ 11,340,031 
                                                                                                                           
                                                                                                                           
                                                                                                                           
                                                                                                                          3
                                                

</TABLE>                                                                 


<PAGE>   4
<TABLE>  
<CAPTION>

                                                                                     VITA FOOD PRODUCTS, INC.
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                               BALANCE SHEETS
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
=============================================================================================================
                                                                                                             
                                                                                                             
                                                                 SEPTEMBER 30,                   DECEMBER 31,
                                                                    1997                            1996     
                                                                 (UNAUDITED)                      (AUDITED)  
-------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                             <C>           
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                         
                                                                                                             
CURRENT LIABILITIES                                                                                          
           Currrent maturities of long-term obligations        $       307,675                 $      307,403
           Accounts payable                                          1,654,587                      3,455,681
           Accrued other expenses                                    1,216,863                      1,322,171
           Income tax payable                                                0                        249,482
-------------------------------------------------------------------------------------------------------------
                                                                                                             
TOTAL CURRENT LIABILITIES                                            3,179,125                      5,334,737
-------------------------------------------------------------------------------------------------------------
                                                                                                             
LONG-TERM OBLIGATIONS, LESS CURRENT MATURITIES                       4,908,056                      5,419,159
-------------------------------------------------------------------------------------------------------------
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
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                                                         
           3,700,000 and 2,950,000 shares                               37,000                         29,500
           Additional paid in capital                                3,348,273                        196,000
           Retained Earnings                                          (327,384)                       360,635
-------------------------------------------------------------------------------------------------------------
                                                                                                             
TOTAL SHAREHOLDERS' EQUITY                                     $     3,057,889                        586,135
-------------------------------------------------------------------------------------------------------------
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
                                                                                                             
                                                               $    11,145,070                 $   11,340,031
-------------------------------------------------------------------------------------------------------------
                                                                                                             
                                                                                                            4

</TABLE>



<PAGE>   5
<TABLE>   
<CAPTION> 



                                                                                                VITA FOOD PRODUCTS, INC.
                                                                                                             
                                                                                                             
                                                                                                STATEMENTS OF CASH FLOWS           

========================================================================================================================
          
          

                                              FOR THREE MONTHS ENDED                      FOR NINE MONTHS ENDED
                                                   SEPTEMBER 30,                               SEPTEMBER 30,
                                              1997               1996                    1997                 1996
                                           (UNAUDITED)        (UNAUDITED)            (UNAUDITED)           (UNAUDITED)
------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                 <C>                      <C>                  <C>
NET SALES                               $  5,168,857         $  4,761,078            $ 13,903,421         $ 13,969,253
                                                                                                          
                                                                                                          
                                                                                                          
COST OF GOODS SOLD                         3,867,008            3,640,151              10,240,032            9,953,104
                                                                                                          
------------------------------------------------------------------------------------------------------------------------
Gross Margin                               1,301,849            1,120,927               3,663,389            4,016,149
------------------------------------------------------------------------------------------------------------------------
                                                                                                          
SELLING, MARKETING AND                                                                                    
 ADMINISTRATIVE EXPENSES                                                                                  
 Selling and Marketing                     1,147,630              927,654               3,162,646            2,882,687
 Administrative                              471,999              249,252               1,363,496            1,153,172
------------------------------------------------------------------------------------------------------------------------
                                                                                                          
                                           1,619,629            1,176,906               4,526,142            4,035,859
------------------------------------------------------------------------------------------------------------------------
Operating Profit                            (317,780)             (55,979)               (862,753)             (19,710)
------------------------------------------------------------------------------------------------------------------------
                                                                                                          
OTHER (INCOME) EXPENSE                                                                                    
  Other (income)                                  --              (33,333)                     --              (83,333)
  Interest                                   105,134              135,109                 271,403              391,620
------------------------------------------------------------------------------------------------------------------------
                                             105,134              101,776                 271,403              308,287
------------------------------------------------------------------------------------------------------------------------

Loss before Income Tax (Benefit)            (422,914)            (157,755)             (1,134,156)            (327,997)

INCOME TAX (BENEFIT)                        (115,978)            (160,751)               (446,137)            (300,000)
------------------------------------------------------------------------------------------------------------------------

NET INCOME (LOSS)                       $   (306,936)        $      2,996            $   (688,019)       $     (27,997)


NET INCOME (LOSS) PER COMMON            $      (0.08)        $       0.00            $      (0.19)         $     (0.01)
 SHARE                                                                                                     
------------------------------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE COMMON                                                                                   
  SHARES OUTSTANDING                       3,700,000            2,960,000               3,656,000            2,960,000
------------------------------------------------------------------------------------------------------------------------
</TABLE>
  
                                                                               5

<PAGE>   6
     
                                                        VITA FOOD PRODUCTS, INC.


                                    STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

================================================================================

<TABLE>
<CAPTION>

                                                      COMMON STOCK                  
                                               ---------------------------     ADDITIONAL        RETAINED
                                                   SHARES       AMOUNT          PAID-IN          EARNINGS
                                                                                CAPITAL          (DEFICIT)             TOTAL
---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>           <C>            <C>                   <C>
Balance, at January 1, 1996                       2,950,000    $   29,500    $   196,000     $   (457,319)        $   (231,819)
                                                                                                                
Net Income (Loss)                                      ----          ----           ----     $    (27,997)        $    (27,997)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Balance, at September 30, 1996                    2,950,000    $   29,500    $   196,000     $   (485,316)        $   (259,816)
                                                                                                                
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Balance, at January 1, 1997                       2,950,000    $   29,500    $   196,000     $    360,635         $    586,135
                                                                                                                
Net Proceeds from Initial Public Offering           750,000    $    7,500    $ 3,152,273              ---         $  3,159,773
                                                                                                                
Net Income (Loss)                                       ---           ---            ---     $   (688,019)        $   (688,019)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                
Balance, at September 30, 1997                    3,700,000     $  37,000    $ 3,348,273     $   (327,384)        $  3,057,889
                                                                                                                
---------------------------------------------------------------------------------------------------------------------------------

</TABLE>                                    

                                                                               6

<PAGE>   7
<TABLE>
<CAPTION>                                                                                                                 
                                                                                                                          
                                                                                                                          
                                                                                                   VITA FOOD PRODUCTS, INC.
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                   STATEMENTS OF CASH FLOWS
==========================================================================================================================
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                         FOR NINE MONTHS ENDED            
                                                                                                                          
                                                                              SEPTEMBER 30,                    DECEMBER 31,
                                                                                  1997                             1996    
                                                                               (UNAUDITED)                      (AUDITED)  
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
                                                                                                                          
<S>                                                                          <C>                              <C>         
CASH FLOWS FROM OPERATING ACTIVITIES                                                                                      
  Net income (Loss)                                                              (688,019)                         (27,997)
  Adjustments to reconcile Net Income (Loss) to                                                                           
  net cash provided by operating activities                                                                               
           Depreciation and amortization                                          210,691                          228,104 
           Deferred income taxes                                                 (446,137)                        (300,000)
           Changes in assets and liabilities:                                                                             
                      Decrease (increase) in accounts                             712,908                        1,612,218
                        receivable                                                                                        
                      Decrease (increase) in inventories                         (247,189)                        (159,323)
                      Decrease (increase) in prepaid expenses and                 (81,484)                         (54,608)
                        other current assets                                                                              
                      Decrease (increase) in other assets                        (122,733)                               0
                      Increase (decrease) in accounts                          (1,801,094)                      (1,275,779)
                        payable                                                                                           
                      Increase (decrease) in accrued expenses                    (105,308)                         450,913
                      Increase (decrease) in income taxes payable                (249,482)                               0
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Net Cash Provided (Used In ) Operating Activities                              (2,817,847)                         473,528
--------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES                                                                                      
           Other assets                                                                                             (2,508)
           Captital expenditures                                                 (493,626)                        (337,080)
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Net cash used in investing activities                                            (493,626)                        (339,588)
--------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES                                                                                      
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
           Proceeds from initial public offering                                3,772,801                                
           Proceeds from (payments on) bank and other debt                       (510,831)                         (86,907)
            obligations                                                                                                   
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Net cash provided (used in) financing                                                                                     
           activities                                                           3,261,970                          (86,907)
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Net Increase (decrease) in Cash                                                   (49,503)                          47,033
                                                                                                                          
Cash, at beginning of period                                                       88,221                           45,294
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
Cash, at end of Period                                                             38,718                           92,327
--------------------------------------------------------------------------------------------------------------------------
                                                                                                                          
                                                                                                                         7

</TABLE>


<PAGE>   8



                            VITA FOOD PRODUCTS, INC.
                         NOTES TO FINANCIAL STATEMENTS

                                  (unaudited)


A.   The accompanying unaudited interim financial statements have been
     prepared in accordance with the instructions for Form 10-QSB and do not
     include all the information and footnotes required by generally accepted
     accounting principles for complete financial statements and should be read
     in conjunction with the financial statements and related notes included in
     the Company's Annual Report on Form 10-KSB for the year ended December 31,
     1996.  In the opinion of management, all adjustments necessary for a fair
     presentation of such interim financial statements have been included.  All
     such adjustments are of a normal recurring nature.

B.   The Financial Accounting Standards Board issued SFAS 128 in February,
     1997 regarding the earnings per share calculation.  If this statement were
     adopted today, there would be no material difference between the Company's
     current calculation of net earnings (loss) per share and its calculations
     of Basic earnings per share (as defined in SFAS 128) or Diluted earnings
     per share (as defined in SFAS 128).



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS


COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND THE THREE MONTHS
ENDED SEPTEMBER 30, 1996

REVENUES.  Net sales for the three months ended September 30, 1997 were
$5,169,000 compared to $4,761,000 for the same period in 1996, an increase of
$408,000 or 9%. This increase was attributable to a combination of new product
sales of hommus and salmon burgers, growth in core salmon and herring products,
and other specialty items, particularly shrimp cocktail.

GROSS MARGIN.  Gross margin for the three months ended September 30, 1997 was
$1,302,000 compared to $1,121,000 for the same period in 1996, an increase of
$181,000 or 16%.  As a percentage of net sales, gross margin was 25.2% in the
three months versus 23.5% in the same period in 1996. The increase in the gross
margin percentage was largely attributable to lower per unit costs resulting
from the higher sales volume and increased utilization of the production
facilities.  However, the increased sales of lower-margin specialty items
distributed by the Company somewhat offset the increase in gross margin
percentage.

OPERATING EXPENSES.  Selling, marketing and administrative expenses for the
three months ended September 30, 1997 were $1,620,000 compared to $1,177,000
for the same period in 1996, an increase of $443,000 or 38%.  Half of the
increase was attributable to selling, marketing and distribution costs, and
half of the increase was attributable to administrative expenses.  This
increase in selling, marketing and distribution costs was attributable to
higher distribution and selling costs associated with the increased sales,
higher promotional expenses incurred in connection with new products, and new
product development expenses for the Company's newest product, salmon nuggets.
As a percentage of net sales, selling, marketing and administrative expenses
increased to 31.3% from 24.7% for the same period in 1996.  The increase in
administrative expenses was attributable to costs incurred as a public company
that were not incurred as a private company in 1996 and the employment cost of
the chief financial officer hired in October, 1996.  In addition,  a credit was
booked in the third quarter of 1996 for professional fees incurred in
connection with the initial public offering that had been improperly expensed
in the first half of 1996.  This credit resulted in an abnormally low level of
administrative expenses in the third quarter of 1996.

INTEREST EXPENSE.  Interest and other expense, net, for the three months ended
September 30, 1997 was $105,000 compared to $102,000 for the same period in
1996, an increase of $3,000 or 3%. This increase was attributable to a decrease
in non-recurring other income of $33,000, which was partially offset by a
decrease in interest expense resulting from the temporary repayment of debt
with proceeds from the Company's initial public offering in January, 1997.

                                                                               8

<PAGE>   9

INCOME TAXES.  The Company provided for an income tax benefit of $116,000 for
the three months ended September 30, 1997, compared to an income tax benefit of
$161,000 for the same period in 1996.  The income tax benefit in 1997 was
comprised of $83,000 of expected future income tax benefits resulting from the
loss incurred in the second three months of 1997, and $33,000 representing a
partial recognition of the deferred tax asset valuation allowance. The $161,000
income tax benefit in 1996 represented a partial recognition of the deferred
tax asset valuation allowance.  At September 30, 1997, the Company's valuation
allowance was $34,000, compared to $208,000 at September 30, 1996.

NET INCOME AND LOSS.  Net loss for the three months ended September 30, 1997
was $307,000 or $0.08 per share compared to net income of $3,000 or $0.00 per
share for the same period in 1996, a decrease of $310,000 or $0.08 per share.


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND THE NINE MONTHS
ENDED SEPTEMBER 30, 1996

REVENUES.  Net sales for the nine months ended September 30, 1997 were
$13,903,000 compared to $13,969,000 for the same period in 1996, a decrease of
$66,000 or less than 1%.  The decrease was primarily attributable to lower
first quarter sales which were reduced by the timing of unusually large orders
placed in last year's fourth quarter.  New product sales, growth in core salmon
products, and growth in other specialty products almost fully offset the
overall decrease.  New product sales accounted for approximately 3% of gross
sales compared to 0% in 1996.

GROSS MARGIN.  Gross margin for the nine months ended September 30, 1997 was
$3,663,000 compared to $4,016,000 for the same period in 1996, a decrease of
$353,000 or 9%.  As a percentage of net sales, gross margin was 26.3% in the
nine months versus 28.7% in the same period in 1996.  The decrease in the gross
margin percentage was largely attributable to lower volume sales to a major
customer at a negotiated price decrease. Furthermore, promotional price
discounts for new hommus and salmon burger products, as well as for shrimp
cocktail which the Company has begun to sell in geographic markets in which the
Company was previously restricted from selling, resulted in a decrease in the
gross margin percentage.

OPERATING EXPENSES.  Selling, marketing and administrative expenses for the
nine months ended September 30, 1997 were $4,526,000 compared to $4,036,000 for
the same period in 1996, an increase of $490,000 or 12%. The increase was
primarily attributable to higher promotional expenses incurred to increase
distribution particularly for the Company's new products, and new product
development.  As a percentage of net sales, selling, marketing and
administrative expenses increased to 32.6% from 28.9% for the same period in
1996.

INTEREST EXPENSE.  Interest and other expense, net, for the nine months ended
September 30, 1997 was $271,000 compared to $308,000 for the same period in
1996, a decrease of $37,000 or 12%. This decrease was primarily attributable to
a decrease in interest expense resulting from the temporary repayment of debt
from the Company's initial public offering in January, 1997, partially offset
by a decrease in non-recurring other income of $83,000.

INCOME TAXES.  The Company provided for an income tax benefit of $446,000 for
the nine months ended September 30, 1997, compared to an income tax benefit of
$300,000 for the same period in 1996.  The income tax benefit is comprised of
$346,000 of expected future income tax benefits resulting from the loss
incurred in the first nine months of 1997, and $100,000 representing a partial
recognition of the deferred tax asset valuation allowance. The $300,000 income
tax benefit in 1996 represented a partial recognition of the deferred tax asset
valuation allowance which was $208,000 at September 30, 1996.

NET LOSS.  Net loss for the nine months ended September 30, 1997 was $688,000
or $0.19 per share compared to a net loss of $28,000 or $0.01 per share for the
same period in 1996, a decrease of $660,000 or $0.18 per share.


FINANCIAL CONDITION

Since December 31, 1996, the Company's key liquidity and capitalization ratios
have improved.  As of September 30, 1997, the current ratio increased to 2.7
from 1.6.  The ratio of long-term debt-to-total capitalization decreased from
0.9 to 0.6.

                                                                               9


<PAGE>   10

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash used in operating activities was
$2,818,000 for the nine months ended September 30, 1997, compared to net cash
provided by operating activities of $474,000 for the same period in 1996. This
difference was primarily attributable to a decrease in net income in 1997,
decreased collections of accounts receivable in 1997 compared to 1996,
increased payments of the Company's accounts payable, and a decrease in income
taxes payable.  The decreased collections of accounts receivable was largely
attributable to the higher amount of receivables outstanding at the end of 1995
which were collected in following months in 1996.  The increased payments of
the Company's accounts payable was primarily attributable to the Company's
delay in 1996 in making payments in order to conserve cash, as well as the
Company's taking advantage of purchase price discounts in 1997. Due to the
improved financial condition in 1997, no delay in making such payments was
deemed necessary.  The decrease in income taxes payable was attributable to the
payment of income taxes in the first quarter of 1997 for the 1996 fiscal year.
In the first quarter of 1996, no payment for federal income taxes was due
because federal income tax carryforwards offset taxable income for the 1995
fiscal year.

CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing activities was
$494,000 for the nine months ended September 30, 1997, compared to $340,000 for
the same period in 1996.

CASH FLOWS FROM FINANCING ACTIVITIES. Net cash provided by financing activities
was $3,262,000 for the nine months ended September 30, 1997, compared to net
cash used of $87,000 for the same period in 1996.  The increase in net cash
provided by financing activities was attributable to the net proceeds from the
Company's initial public offering, offset by payments under the Company's bank
credit facilities.


PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
   (a) Exhibits

       (27)  Financial Schedule

   (b)  No reports on Form 8-K were filed during the quarter for which this
        report is filed.


                                                                              10

<PAGE>   11


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    VITA FOOD PRODUCTS, INC.




Date:  November 8, 1997             By:  /s/Stephen D. Rubin
                                       ------------------------
                                            Stephen D. Rubin
                                            President


Date:  November 8, 1997             By:  /s/Jay H. Dembsky
                                       ------------------------
                                            Jay H. Dembsky
                                    Vice President and Chief Financial Officer
                                    (Principal Financial and Accounting Officer)
                                             






                                                                              11