Vita Food Products Inc. (VSF)

[zsvq1p]

Vita Food Products Inc (VFPI)

[zsvq1p]

News.. Going Pink... Vita Food Products Announces Intent to Voluntarily Delist and Deregister Common Stock

Monday, November 05, 2007 10:45:00 AM ET

Vita Food Products, Inc. (VSF ) announced today that it intends to voluntarily delist its common stock from the American Stock Exchange (the "Amex") on or about November 26, 2007. Simultaneously with delisting, the Company will file a Form 15 with the Securities and Exchange Commission (the "SEC") to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and to suspend its obligation to file reports under Section 15(d) of the Exchange Act. Vita is eligible to deregister by filing a Form 15 because it has fewer than 300 holders of record of its common stock.

Upon the filing of the Form 15, Vita’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will immediately be suspended. Vita expects that the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC. The Company expects, but cannot guaranty, that its common stock will be quoted on the Pink Sheets after it delists from the Amex. There can also be no assurance that any brokerage firms will continue to make a market in the common stock after the delisting. The Pink Sheets is a provider of pricing and financial information for the over-the-counter securities markets. It is a centralized quotation service that collects and publishes market maker quotes in real time primarily through its website, http://www.pinksheets.com, which provides stock and bond price quotes, financial news, and information about securities.

Cliff Bolen, the Company’s President and CEO, stated "our Board of Directors, after consulting with our management, determined to delist and deregister the Company’s common stock after carefully considering the advantages and disadvantages of continuing registration and listing. The costs and administrative burdens associated with being a public company have significantly increased, particularly in light of the adoption of the Sarbanes-Oxley Act and the adoption of new rules by the SEC and the Amex. Our Board has determined that the rising costs of compliance, as well as the substantial demands on management time and resources compelled by the compliance requirements, outweigh the benefits the Company receives from maintaining its registered and listed status. The Board believes that deregistering will result in significant reductions in our accounting, legal and administrative expenses, avoid even higher future expenses and enable our management to focus all of its time and resources on operating the Company and enhancing shareholder value."

The Vita Seafood division is a U.S. leader in the herring and retail packaged salmon markets, and is engaged in several other food segments, including cream cheese, cocktail sauce, tartar sauce and horseradish. More than 95% of Vita Seafood’s sales are in kosher foods.

Vita Specialty Foods, Inc., the Company’s wholly owned subsidiary, markets and sells honey, salad dressings, barbecue sauces and other meat enhancements and salsas.

[zsvq1p]

Humm... http://knightsbridgewine.biz/

same guy?

N. Shore wine shop founder bows out
Johnson Ho, who built Knightsbridge Wine Shoppe & Epicurean Centre over two decades into a well-known North Shore retailer with more than $4 million in annual sales, says he sold his stake in the Northbrook store last month to focus on designing and stocking wine cellars. Mr. Ho, 52, says his new business, Premier Wine Services, has grown to more than $1 million in sales. His 40% stake in Knightsbridge was purchased for an undisclosed sum by majority owner Howard Bedford. [Steven R. Strahler]

[zsvq1p]

S-8 2006 Stock Option Plan

499,717 SHARES OF COMMON STOCK

[zsvq1p]

$1.4 mil Goodwill impairment 4th Q 2006...

thus one could argue a forward PE of 12 or 13

if revs in next 2 Q's equal last year and COGS % same as last 2 Q's....

humm....

[zsvq1p]

The decline in salmon sales is mainly attributable to the influx of new distribution in 2006 that was not repeated in 2007 coupled with lost distribution in 2007 to two customers. Distribution to one customer was partially regained in June 2007.

[zsvq1p]

Change of control.... MDB Alternative Investments L.L.C. (Bedford)

ITEM 5.01 Changes in Control of the Registrant.

As a result of the issuance of the securities described in Items 1.02 and 3.02 above, the entirety of which are incorporated into this Item 5.01 by reference, Bedford beneficially owns approximately 53.4% of the Company’s outstanding Common Stock

[zsvq1p]

Balance, at June 30, 2007 - 7,373,714


ITEM 3.02 Unregistered Sales of Equity Securities.

On June 29, 2007, the Company issued to MDB 2,400,000 shares of Common Stock and warrants to purchase a total of 2,000,000 additional shares of Common Stock in consideration for MDB’s investment of $3,000,000 in the Company pursuant to the Securities Purchase Agreement between the Company and Bedford dated May 14, 2007. The securities were issued in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, based on the fact that MDB is a single purchaser and, accordingly, the sale does not constitute a public offering. The warrants issued to MDB consist of the following: two year warrants to purchase 500,000 shares of Common Stock at an exercise price of $1.25 per share; three-year warrants to purchase 500,000 shares of Common Stock at an exercise price of $1.50 per share; four-year warrants to purchase 500,000 shares of Common Stock at an exercise price of $1.50 per share; and five-year warrants to purchase 500,000 shares of Common Stock at an exercise price of $1.75 per share.