Vita Food Products Inc. (VSF)

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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.