VITA FOOD PRODUCTS INC, 424B1, 1997-01-17

VITA FOOD PRODUCTS INC
424B1, 1997-01-17
MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS

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<PAGE>
PROSPECTUS
(VITA FOOD PRODUCTS LOGO)

VITA FOOD PRODUCTS, INC.
750,000 SHARES OF COMMON STOCK AND
750,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

(INITIALLY SHARES OF COMMON STOCK AND WARRANTS MAY ONLY BE PURCHASED TOGETHER ON
THE BASIS OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, BUT WILL TRADE
SEPARATELY IMMEDIATELY AFTER THE OFFERING IS COMPLETED)

Vita Food Products, Inc., ("VITA" or the "COMPANY") hereby offers 750,000
shares of the Company's common stock, $.01 par value per share (the "COMMON
STOCK"), and 750,000 Redeemable Common Stock Purchase Warrants (the "WARRANTS").
The shares of Common Stock and the Warrants are sometimes hereinafter together
referred to as the "SECURITIES." Until the completion of this offering, the
shares of Common Stock and the Warrants offered hereby may only be purchased
together on the basis of one share of Common Stock and one Warrant, but will
trade separately immediately after the offering. Each Warrant entitles the
registered holder thereof to purchase one share of Common Stock at an initial
exercise price of $9.00 per share at any time during the period commencing one
year from the date of this Prospectus and terminating five years from the date
of the Prospectus. The Warrant exercise price is subject to adjustment under
certain circumstances. Commencing 18 months after the date of the Prospectus,
the Company may redeem the Warrants at $0.01 per Warrant on 30 days' prior
written notice to the warrantholders if the average closing bid price of the
Common Stock as reported on the Chicago Stock Exchange (the "CHX") equals or
exceeds $11.40 per share (subject to adjustment under certain circumstances) for
any 20 trading days within a period of 30 consecutive trading days ending on the
fifth trading day prior to the date of the notice of redemption. See
"Description of Company's Securities."

Prior to this offering, there has been no public market for the Common
Stock or Warrants, and there can be no assurance that such a market will develop
after the completion of this offering or, if developed, that it will be
sustained. The initial public offering price per share of Common Stock is $6.00
and the initial public offering price per Warrant is $0.10. For information
regarding the factors considered in determining the initial public offering
price of the Common Stock and the Warrants and the terms of the Warrants, see
"Risk Factors", "Description of Company's Securities" and "Underwriting." The
Common Stock and Warrants have been approved for listing on the Chicago Stock
Exchange under the symbols "VSF" and "VSFW", respectively.

THESE ARE SPECULATIVE SECURITIES. THE SECURITIES OFFERED HEREBY INVOLVE A
HIGH DEGREE OF RISK AND IMMEDIATE SUBSTANTIAL DILUTION. SEE "RISK FACTORS" AND
"DILUTION."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
Per Share of Common Stock........................... $6.00 $0.60 $5.40
Per Warrant......................................... $0.10 $0.01 $0.09
Total(3)............................................ $4,575,000 $457,500 $4,117,500
</TABLE>

(1) Excludes a non-accountable expense allowance payable to National Securities
Corporation and Access Financial Group, Inc., the representatives (the
"REPRESENTATIVES") of the several underwriters (the "UNDERWRITERS"), equal
to 3% and the value of the five year warrants (the "REPRESENTATIVES'
WARRANTS") entitling the Representatives to purchase up to 75,000 shares of
Common Stock and/or 75,000 Warrants. The Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting estimated expenses payable by the Company of $408,476,
excluding the Representatives' non-accountable expense allowance.
(3) The Company has granted to the Underwriters an option exercisable within 45
days after the date of this Prospectus to purchase up to an additional
112,500 shares of Common Stock and/or 112,500 Warrants upon the same terms
and conditions as set forth above, solely to cover over-allotments, if any.
If such option is exercised in full, the total Price to Public, Underwriting
Discounts and Proceeds to Company will be $5,261,250, $526,125, and
$4,735,125, respectively. See "Underwriting."

The Securities are offered by the Underwriters, subject to prior sale, when,
as and if delivered to and accepted by the Underwriters, and subject to the
right to reject any order in whole or in part and to certain other conditions.
It is expected that delivery of the certificates for the Common Stock and
Warrants will be made against payment at the offices of National Securities
Corporation, 1001 Fourth Avenue, Seattle, Washington on or about January 22,
1997.

NATIONAL SECURITIES CORPORATION ACCESS FINANCIAL GROUP, INC.

The date of this Prospectus is January 16, 1997

<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OR
WARRANTS OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

Vita(Register mark) and its design is a federally registered trademark of
the Company. The Company has applied to federally register the trademarks of
Heavenly Hommus!TM and Vita LeanTM. ElfTM, Royal HighlandTM and Highland CrestTM
are trademarks which the Company has licensed from third parties.

<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY SHOULD BE READ IN CONJUNCTION WITH, AND IS QUALIFIED
IN ITS ENTIRETY BY, THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS AND
NOTES THERETO APPEARING ELSEWHERE IN THIS PROSPECTUS. EXCEPT AS OTHERWISE
INDICATED, ALL INFORMATION IN THIS PROSPECTUS (I) REFLECTS THE REINCORPORATION
OF THE COMPANY FROM ILLINOIS TO NEVADA EFFECTED IN SEPTEMBER, 1996, (II) ASSUMES
NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT OPTION, (III) DOES NOT GIVE
EFFECT TO THE ISSUANCE OF UP TO 750,000 SHARES OF COMMON STOCK UPON EXERCISE OF
THE WARRANTS, (IV) DOES NOT GIVE EFFECT TO THE ISSUANCE OF UP TO 75,000 SHARES
OF COMMON STOCK AND 75,000 WARRANTS UPON EXERCISE OF THE REPRESENTATIVES'
WARRANTS, (V) DOES NOT GIVE EFFECT TO THE ISSUANCE OF UP TO 75,000 SHARES OF
COMMON STOCK UPON EXERCISE OF WARRANTS UNDERLYING THE REPRESENTATIVES' WARRANTS,
(VI) DOES NOT GIVE EFFECT TO THE ISSUANCE OF UP TO 400,000 ADDITIONAL SHARES OF
COMMON STOCK RESERVED FOR ISSUANCE UPON EXERCISE OF STOCK OPTIONS THAT HAVE BEEN
OR MAY BE GRANTED UNDER THE COMPANY'S 1996 EMPLOYEE STOCK OPTION PLAN AND 1996
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS; AND (VII) DOES NOT GIVE EFFECT TO
THE ISSUANCE OF UP TO 150,000 ADDITIONAL SHARES OF COMMON STOCK RESERVED FOR
ISSUANCE IN CONNECTION WITH THE COMPANY'S 1996 EMPLOYEE STOCK PURCHASE PLAN.

THE COMPANY

The Company has been engaged in the sale of specialty food products under
the Vita brand name for over 65 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"). Historically, the Company
has increased its sales through acquisitions which have enabled the Company to
add new product lines and expand its existing product lines. The Company intends
to focus on acquisitions as a means to increase its growth. 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 believes that it will be able to capitalize on the
goodwill associated with the VITA brand name and the strength of its national
distribution network to increase its market share for its existing products and
to introduce and market complementary new specialty food products, which will be
sold under either the Vita brand name or other brand names purchased or licensed
from third parties.

The Company is one of the leading processors of herring products, and cured
and smoked salmon products in the United States, which products it has been
producing and marketing for over 65 years and 25 years, respectively. 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, hommus products, horseradish products, and cocktail and tartar sauces,
that it purchases from third party food producers and markets under the VITA
brand name pursuant to co-packing arrangements. The Company markets and, in some
cases, also produces related specialty food products under other brand names
that have been licensed to the Company. These products include
Scandinavian-style herring which is produced and marketed by the Company under
the ELF brand name, which is widely recognized in the Midwest region of the
country, and imported Scottish smoked salmon, which is distributed by the
Company under the brand names ROYAL HIGHLAND and HIGHLAND CREST.

The Company's acquisition strategy is to acquire, or enter into joint
ventures with, companies producing complementary specialty food products. The
Company, under its current management, became a major producer of smoked salmon
products through the acquisition of Royal Enterprises, Inc., a major Chicago
based smoked salmon processor, in 1984. In 1995, the Company purchased the
herring product line of Lyon Food Products, Inc. and secured licensing rights to
the ELF brand name, an established regional brand of herring, which increased
its market share in herring products and its penetration of the market in the
Midwest region of the country. The Company's lack of capital in the past has
limited its ability to pursue its acquisition strategy. As a result, the Company
has expanded its product lines by establishing a number of co-packing
arrangements with companies that produce complementary specialty food products.
Products which the Company markets pursuant to co-packing arrangements generally
have a percentage gross margin that is one-third lower than the percentage gross
margin of products which are produced and marketed by the Company. The Company
intends to implement its

<PAGE>
long-term growth strategy, in part, by shifting its focus from co-packing
arrangements to acquisitions and joint ventures.

The Company also intends to employ the following strategy to increase its
growth:

(i) Developing, introducing and marketing new specialty food products, such
as salmon burgers and hommus, that complement its current line of products while
at the same time enabling the Company to expand into products that are less
seasonal and that appeal to a broader base of consumers than its current
products.

(ii) Expanding its use of promotions to both Supermarkets and Institutional
Purchasers, increasing consumer advertising and securing additional shelf space
for its products in Supermarkets.

(iii) Expanding sales of VITA brand name products in international markets.

The Company's production facility is currently often operating at full
capacity and the Company intends to either purchase a facility to replace its
current office, production and storage facility; construct a new facility; or
expand and upgrade its current facility to accommodate its anticipated growth.
See "Business -- Production."

All of the Company's salmon and herring products and most of its other
specialty food products are kosher and receive the u symbol of certification
from the Union of Orthodox Jewish Congregations of America (the "ORTHODOX
UNION"). The Company also receives the u 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. See "Business --
Products."

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 purposes of effecting the reincorporation (the "REINCORPORATION
MERGER"). References to "VITA" or the "COMPANY" herein and throughout this
Prospectus include the Nevada corporation and its predecessor, the Illinois
corporation, unless otherwise specified. The Company's executive offices are
located at 2222 West Lake Street, Chicago, Illinois 60612, and its telephone
number is (312) 738-4500.

To New Jersey Residents:

IN 1992, THE NASD FINED AND/OR SUSPENDED SEVERAL FORMER BROKERS AT NATIONAL
SECURITIES CORPORATION ("NATIONAL") FOR VIOLATING RULE 10B-5 UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. AS IS TYPICAL AT NATIONAL, ALL OF
THE BROKERS INVOLVED WERE INDEPENDENT CONTRACTORS, RESPONSIBLE FOR THEIR OWN
RESEARCH AND OVERHEAD, AND ALL ACTED INDEPENDENTLY IN CHOOSING SECURITIES FOR
THEIR CUSTOMERS. NO NATIONAL OFFICER OR DIRECTOR WAS IMPLICATED AS A PARTICIPANT
IN THE RULE 10B-5 VIOLATION, BUT WITHOUT ADMITTING OR DENYING GUILT, NATIONAL
AND ITS FORMER PRESIDENT BOTH AGREED TO A CENSURE AND FINE FOR FAILING TO
PROPERLY SUPERVISE THESE BROKERS, AND NATIONAL ALSO AGREED TO IMPROVE ITS
SUPERVISORY PROCEDURES.

<PAGE>
THE OFFERING

<TABLE>
<CAPTION>
<S> <C>
Securities Offered by the Company..................... 750,000 shares of Common Stock and 750,000 Warrants.
Until the completion of this offering, the shares of
Common Stock and the Warrants offered hereby may only be
purchased together on the basis of one share of Common
Stock and one Warrant, but will trade separately
immediately after the offering. See "Description of
Company's Securities."
Exercise Price of Warrants............................ Each Warrant entitles the registered holder thereof to
purchase, at any time over a four year period commencing
one year after the date of this Prospectus, one share of
Common Stock at a price of $9.00 per share. The Warrant
exercise price is subject to adjustment under certain
circumstances. See "Description of Company's Securities."
Redemption of Warrants................................ Commencing 18 months after the date of this Prospectus,
the Warrants are subject to redemption by the Company at
$0.01 per Warrant on 30 days' prior written notice to the
warrantholders if the average closing bid price of the
Common Stock equals or exceeds $11.40 per share of Common
Stock for any 20 trading days within a period of 30
consecutive trading days ending on the fifth trading day
prior to the date of the notice of redemption. See
"Description of Company's Securities."
Securities to be Outstanding after this Offering...... 3,700,000 shares of Common Stock and 750,000 Warrants
Use of Proceeds....................................... To (i) partially fund the purchase of a facility to
replace its current office, production and storage
facility, the construction of a new facility or the
expansion and improvement of its current facility; (ii)
fund the purchase of additional capital equipment; (iii)
pay for promotions and increased consumer advertising in
the retail and institutional markets; (iv) pay for costs
associated with securing additional shelf space in
Supermarkets; and (v) fund acquisitions or joint
ventures. See "Use of Proceeds."
Risk Factors.......................................... The Common Stock offered hereby involves a high degree of
risk. See "Risk Factors."
CHX Market Symbols.................................... Common Stock -- VSF. Warrants -- VSFW.
</TABLE>

<PAGE>
SUMMARY FINANCIAL DATA

(in thousands, except per share data)

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED ENDED
DECEMBER 31, SEPTEMBER 30, (1)
1994 1995(3) 1995 1996
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales..................................................... $17,793 $21,410 $13,045 $13,969
Cost of goods sold............................................ 12,735 15,014 9,364 9,953
Gross margin.................................................. 5,058 6,396 3,681 4,016
Selling, marketing and administrative expenses................ 4,410 5,397 3,709 4,036
Operating profit (loss)....................................... 648 999 (28) (20)
Interest and other expense, net............................... 376 868(4) 727(4) 308
Income (loss) before income taxes (benefit)................... 272 131 (755) (328)
Income taxes (benefit)(5)..................................... -- -- -- (300)
Net income (loss)............................................. $ 272 $ 131 $ (755) $ (28)
Net income (loss) per common share............................ $ .09 $ .04 $ (.26) $ (.01)
Supplemental net income per common share(6)................... $ .07 $ .03
Weighted average number of common shares
outstanding................................................ 2,960,000 2,960,000 2,960,000 2,960,000
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
AS
DECEMBER 31, 1995 ACTUAL(1) ADJUSTED(2)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital...................................................... $ 3,302 $ 2,899 $ 3,063
Total assets......................................................... 10,415 9,639 9,639
Current liabilities.................................................. 5,146 4,497 4,497
Long-term debt....................................................... 5,501 5,402 1,830
Shareholders' equity (deficit)....................................... (232) (260) 3,312
</TABLE>

(1) Historically, the Company's net sales and net income have 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, around other holidays in the Fall
and Spring and during periods of colder weather in certain sections of the
country. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Seasonality; Quarterly Results."

(2) Adjusted to give effect to the sale by the Company of 750,000 shares of
Common Stock and 750,000 Warrants offered hereby at an initial public
offering price of $6.00 per share and $0.10 per Warrant and the application
of the estimated net proceeds therefrom to temporarily repay a portion of
the borrowings under the Company's Bank Credit Facilities. See "Use of
Proceeds" and "Capitalization."

(3) The increase in net sales, cost of goods sold and selling, marketing and
administrative expenses in 1995 compared to 1994 was primarily attributable
to sales of herring products following the Company's acquisition of a
product line in March, 1995 and the sale of a smoked salmon product which
the Company began distributing in January, 1995. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

(4) Included in interest and other expense, net, in 1995 is an expense of
$356,000 representing an arbitration award requiring the Company to pay the
adverse party's legal fees. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business -- Growth
Strategy."

<PAGE>
tax asset. The Company recognized $172,000 of the prior year's deferred tax
asset valuation allowance during 1996. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and Note 4 of
Notes to Financial Statements.

(6) Supplemental net income per common share is computed by dividing
supplemental net income (which includes net income (loss) plus interest
expense, net of related income taxes) by the weighted average number of
common shares that would have been outstanding after giving effect to the
number of common shares that would be required to be sold to repay a portion
of the borrowings under the Company's Bank Credit Facilities.

EXCEPT AS OTHERWISE INDICATED, ALL INFORMATION IN THIS PROSPECTUS (I)
REFLECTS THE REINCORPORATION OF THE COMPANY FROM ILLINOIS TO NEVADA EFFECTED IN
SEPTEMBER, 1996, (II) ASSUMES NO EXERCISE OF THE UNDERWRITERS' OVER-ALLOTMENT
OPTION, (III) DOES NOT GIVE EFFECT TO THE ISSUANCE OF UP TO 750,000 SHARES OF
COMMON STOCK UPON EXERCISE OF THE WARRANTS, (IV) DOES NOT GIVE EFFECT TO THE
ISSUANCE OF UP TO 75,000 SHARES OF COMMON STOCK AND 75,000 WARRANTS UPON
EXERCISE OF THE REPRESENTATIVES' WARRANTS, (V) DOES NOT GIVE EFFECT TO THE
ISSUANCE OF UP TO 75,000 SHARES OF COMMON STOCK UPON EXERCISE OF WARRANTS
UNDERLYING THE REPRESENTATIVES' WARRANTS, (VI) DOES NOT GIVE EFFECT TO THE
ISSUANCE OF UP TO 400,000 ADDITIONAL SHARES OF COMMON STOCK RESERVED FOR
ISSUANCE UPON EXERCISE OF STOCK OPTIONS THAT HAVE BEEN OR MAY BE GRANTED UNDER
THE COMPANY'S 1996 EMPLOYEE STOCK OPTION PLAN AND 1996 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS; AND (VII) DOES NOT GIVE EFFECT TO THE ISSUANCE OF UP TO
150,000 ADDITIONAL SHARES OF COMMON STOCK RESERVED FOR ISSUANCE IN CONNECTION
WITH THE COMPANY'S 1996 EMPLOYEE STOCK PURCHASE PLAN.

AFTER THE REINCORPORATION MERGER, THE COMPANY HAD 2,950,000 SHARES OF
COMMON STOCK ISSUED AND OUTSTANDING. THE EARNINGS PER SHARE CALCULATION AND ALL
SHARE INFORMATION IN THE PROSPECTUS HAVE BEEN RETROACTIVELY ADJUSTED TO REFLECT
THE INCREASES IN AUTHORIZED, ISSUED AND OUTSTANDING SHARES OF COMMON STOCK
RESULTING FROM THE REINCORPORATION MERGER.

<PAGE>
RISK FACTORS

EACH PROSPECTIVE INVESTOR SHOULD CAREFULLY CONSIDER, IN ADDITION TO THE
OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, THE FOLLOWING INFORMATION IN
EVALUATING THE COMPANY AND ITS BUSINESS BEFORE PURCHASING THE SECURITIES OFFERED
HEREBY.

FLUCTUATIONS IN COST AND SUPPLY OF HERRING AND SALMON

The Company's primary specialty food products are herring products and
cured and smoked salmon products. The Company purchases herring and salmon from
third party suppliers for use in the production of its products. Consequently,
an interruption in the supply or a significant increase in the price of either
herring or salmon could have a material adverse effect on the Company's results
of operations and financial condition. If the price of herring or salmon
increases, there is no assurance that the Company will be able to maintain its
gross margins by increasing the prices of its products. There can be no
assurance that herring or salmon will be delivered on a timely basis or on terms
favorable to the Company. In such event, the Company may not be able to
profitably produce herring products or cured and smoked salmon products. Should
the Company lose its present sources of supply for herring or salmon, be unable
to obtain the herring or salmon on favorable terms or experience delays in
receiving them, a material adverse impact on the Company's results of operations
and financial condition may result. The Company believes, however, that
alternative sources of both herring and salmon are currently available. See
"Business -- Production."

BROAD DISCRETION IN APPLICATION OF PROCEEDS

The Company expects to use between $1,200,000 and $1,500,000 of the net
proceeds of this offering to partially fund either the purchase of a facility to
replace its current office, production and storage facility; the construction of
a new facility; or the expansion and upgrading of its current facility (each of
these facilities collectively referred to as the "IMPROVED FACILITY"), and to
purchase additional capital equipment. In addition, the Company expects that it
will use approximately $300,000 for promotions to Supermarkets and Institutional
Purchasers, increased consumer advertising and to secure additional shelf space
in Supermarkets. The Company intends to use the remaining net proceeds to either
acquire, or enter into joint ventures with, companies producing complementary
food products. The Company intends to use the net proceeds of this offering to
temporarily repay a portion of the Company's indebtedness under its revolving
loan and term loan facilities with American National Bank and Trust Company of
Chicago (the "BANK CREDIT FACILITIES"). The Company anticipates a significant
short-term savings in interest expense as a result of this temporary repayment
of debt. The Company anticipates borrowing under its Bank Credit Facilities, as
needed, to fund the intended uses of the net proceeds of the offering.
Accordingly, investors will not know with certainty how the Company will use a
substantial portion of the net proceeds of the offering.

IMMEDIATE SUBSTANTIAL DILUTION (86.5% EXCLUDING ANY EXERCISE OF THE WARRANTS TO
BE OUTSTANDING AFTER THE OFFERING); DISPARITY OF CONSIDERATION

Purchasers of Securities in this offering will experience immediate and
substantial dilution in the net tangible book value of the shares of Common
Stock and Warrants purchased by them in this offering. The immediate dilution to
purchasers of the Securities offered hereby is $5.19 or 86.5%, per share of
Common Stock. Additional dilution to future net tangible book value per share
may occur upon the exercise of the Warrants, the Representatives' Warrants, the
Warrants underlying the Representatives' Warrants, options to be issued under
the Company's 1996 Stock Option Plans and shares to be issued pursuant to the
Stock Purchase Plan. The current shareholders of the Company, including the
Company's directors and persons or entities affiliated with them, acquired their
shares of Common Stock for consideration substantially less than the public
offering price of the shares of Common Stock offered hereby. See
"Capitalization" and "Dilution."

RISKS ASSOCIATED WITH ACQUISITION STRATEGY AND ACQUISITIONS OUTSIDE THE
COMPANY'S MARKET NICHE

The Company's acquisition/joint venture strategy is primarily based on
identifying and acquiring, or entering into joint ventures with companies which
produce complementary specialty food products in its market niche: ready-to-eat
refrigerated (or frozen) specialty food products sold to Supermarkets and
Institutional Purchasers. There can be no assurance, however, that the Company
will be able to identify, negotiate and consummate any

<PAGE>
acquisitions or enter into any joint ventures or that such acquisitions or joint
ventures can be operated profitably or integrated successfully into the
Company's operations. Acquisitions and joint ventures may require investment of
operational and financial resources and could require integration of dissimilar
operations, assimilation of new employees, diversion of management time and
resources, increases in administrative costs, potential loss of key employees of
the acquired company or joint venture company and additional costs associated
with debt or equity financing. Any future acquisition or joint venture completed
by the Company could have an adverse effect on the Company's results of
operations or could result in dilution to existing shareholders, including those
purchasing Securities in this offering. There can be no assurance that the
Company will complete any acquisitions or enter into any joint ventures, that
such acquisitions or joint ventures will be profitable, or that such future
acquisitions or joint ventures will not materially and adversely affect the
Company's results of operations or financial condition. See "Use of Proceeds"
and "Business -- Growth Strategy."

The Company has, in the past, encountered difficulties when it attempted to
expand its product line beyond its market niche and its management's experience.
The Company, through the acquisition of three companies in the mid-1980's, began
to sell "fresh" smoked fish to delicatessens in New York City. Prior to 1985,
the Company did not sell fresh smoked fish products and had no experience
selling directly to delicatessens. The Company believed, however, that the
particularly strong recognition of the Vita brand name in New York City would
compensate for management's lack of prior experience in selling fresh smoked
fish directly to delicatessens. During the next few years, the Company
determined that it had underestimated both the difficulties of entering the New
York City fresh smoked fish market and the long-term difficulties of effectively
competing in this market. Accordingly, the Company determined to exit this
market and refocus its growth strategy on its market niche. The Company, in
exiting this market, combined the operations of two of these subsidiaries. The
surviving subsidiary subsequently declared bankruptcy in May, 1988. The Company
sold the third subsidiary in December, 1990. Although the Company does not
currently anticipate acquiring or entering into joint ventures with companies
outside its market niche, should the Company do so in the future, such
acquisitions or joint ventures would be subject to the general risks associated
with the Company's acquisition strategy and the specific risks associated with
acquisitions outside the Company's market niche such as those encountered in the
New York City fresh smoked fish products acquisitions. See "Business -- Growth
Strategy."

RISK OF PRODUCT RECALL; PRODUCT LIABILITY

The marketing, distribution and sale of food products entails an inherent
risk of product liability and product recall. There can be no assurance that
product liability claims will not be asserted against the Company or that the
Company will not be obligated to recall its products. Although the Company
maintains product liability insurance coverage, there can be no assurance that
an adequate level of coverage is presently in place or will be available in the
future. Any losses that the Company may suffer from future liability claims,
including the successful assertion against the Company of one or a series of
large claims in excess of the Company's insurance coverage, may have a material
adverse effect on the Company. In addition, a product recall or lawsuits
resulting from tampering, food poisoning or other problems could also have a
material adverse effect on the Company. See "Business -- Product Liability
Insurance" and " -- Product Return Policy."

RISK OF NON-COMPLIANCE WITH FDA 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. Failure to comply with
applicable laws and regulations could subject the Company to civil remedies,
including fines, injunctions, recalls or seizures, as well as potential criminal
sanctions, which could have a material adverse effect on the Company.

<PAGE>
RISK OF STORAGE FACILITY DESTRUCTION

The Company stores most of the raw herring and salmon used in its products
and its finished products in storage facilities managed by third parties. Raw
herring and salmon and the Company's finished products are subject to spoilage,
damage or destruction from fire, power loss, refrigeration failure or a similar
event occurring at one or more of these storage facilities. Although the Company
receives monthly reports relating to each facility and maintains insurance which
the Company believes is adequate to protect itself against losses resulting from
such events, the occurrence of such events is beyond the control of the Company.
The Company's insurance carrier also periodically inspects primary facilities.
If any of such events occur, they could have a material adverse effect on the
Company's results of operations and financial condition. In addition, the
Company may not have adequate insurance coverage to compensate the Company for
all losses incurred. The Company intends to increase its internal storage
facilities through either the purchase or construction of an Improved Facility
which will give the Company greater control over the risks associated with
storing food products and significantly decrease the Company's dependence on
third party storage facilities. However, the risks of loss from storage problems
will still exist. See "Business -- Production."

DEPENDENCE ON MAJOR CUSTOMERS

The Company's major customers are primarily large regional supermarket
chains and wholesale clubs. The Company does not have any long-term contractual
relationships with any of its customers. The Company's largest customer
represented 12% and 11% of net sales in 1995 and 1994, respectively. This
customer is a large supermarket chain with five regional divisions located in
the Southeast. The purchasing decisions of each regional division are made
independently. The Company believes the loss of this customer would have a
material adverse affect on the Company's business, financial condition and
results of operations. However, the Company believes the loss of this customer
is unlikely. In addition, because each regional division makes its purchasing
decisions independently, the Company believes that it is not likely to lose all
of the divisions even if it were to lose one or more of such divisions. The loss
of a number of significant customers or any material reduction in orders given
to the Company by a number of significant customers, including reductions due to
economic or competitive pressures in the market for herring products and cured
and smoked salmon products, could adversely affect the Company's business,
financial condition and results of operations. 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. The Company's
ability to maintain or increase its sales levels in the future will depend in
part upon its ability to obtain orders from new customers as well as the
financial condition and success of its current customers and the general
economy. There can be no assurance that the Company will be able to maintain or
continue to increase the level of its sales in the future or that the Company
will be able to retain existing customers or attract new customers. See
"Business -- Product Distribution and Sales" and " -- Customers/Sales by
Region."

CHANGE IN CONSUMER PREFERENCES

The Company's success depends, in part, on its ability to correctly and
consistently anticipate, gauge and respond in a timely manner to changing
consumer preferences. The Company is attempting to minimize the risks relating
to changing consumer trends by offering a wider variety of products, analyzing
consumer purchases of specialty foods products, maintaining active product
development efforts and increasing the monitoring of sales of its products.
However a decrease in the consumer demand for herring products or cured and
smoked salmon products, any misjudgment by the Company of the market for any of
its new products, or its failure to correctly anticipate changes in consumer
preferences could have a material adverse impact on its results of operations
and financial condition. See "Business -- Growth Strategy" and " -- Products."

PRODUCT CONCENTRATION RISK

Substantially all of the Company's revenues are derived from sales of
herring products and cured and smoked salmon products. The Company anticipates
that these products will continue to account for most of its

<PAGE>
sales in the foreseeable future. A decline in the demand for either of these
product lines, whether as a result of competition or other factors, could have a
material adverse effect on the Company's results of operations and financial
condition. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business -- Competition."

FUTURE CAPITAL REQUIREMENTS

To the extent that the proceeds from this offering, cash flow from
operations and funds available under the Company's Bank Credit Facilities are
insufficient to fund the Company's activities, the Company will be required to
raise additional funds through equity or debt financings. During the next 12 to
18 months, the Company anticipates either purchasing or constructing an Improved
Facility. The Company intends to partially finance the Improved Facility with
approximately $1,200,000 to $1,500,000 of the net proceeds of this offering. The
Company currently anticipates obtaining the additional required funds that are
projected to be between $4,000,000 and $7,000,000, through the use of one or
more financing options which may include, among others, conventional bank
financing, industrial revenue bond financing, and, possibly, tax incentives for
Federal Empowerment Zones and Enterprise Communities to the extent available. No
assurance can be given that any of these financing options will be available on
terms acceptable to the Company, if at all. Any equity financing and certain
debt financing with an equity component will result in further dilution to the
Company's shareholders. Any debt financing will result in the Company incurring
higher interest expenses. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources,"
"Business -- Production" and "Risk Factors -- Non-Compliance with Covenants
under Bank Credit Facilities."

SCHEDULED EXPIRATION OF BANK CREDIT FACILITIES

The Company intends to use the net proceeds of this offering to temporarily
repay a portion of the Company's indebtedness under its Bank Credit Facilities.
The Company anticipates a significant short-term savings in interest expense as
a result of this temporary repayment of debt. The Company anticipates borrowing
under the Bank Credit Facilities, as needed, to fund the intended uses of the
net proceeds of the offering. Pursuant to a letter dated January 10, 1997, the
Company's lender, American National Bank and Trust Company of Chicago ("ANB"),
issued a commitment to extend the maturity date of the Bank Credit Facilities
from April, 1997 until April, 1998. There can be no assurance that the Company
will be able to renew, replace or extend its Bank Credit Facilities on
acceptable terms beyond April, 1998. The Company's failure to obtain additional
bank financing may prevent the Company from pursuing its acquisition strategy,
which is a significant part of its long-term growth strategy. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Business -- Growth
Strategy."

RISKS ASSOCIATED WITH PURCHASE OR CONSTRUCTION OF IMPROVED FACILITY

During the next 12 to 18 months, the Company anticipates either purchasing
or constructing an Improved Facility. Although the Company believes the Improved
Facility will result in increased production capacity, increased production
efficiencies, additional internal storage facilities and overall cost savings,
the Company may experience delays in all aspects of its operations and incur
substantial unanticipated costs in purchasing or constructing an Improved
Facility. There can be no assurance the Company will not encounter quality or
capacity difficulties, or experience production delays, in connection with this
purchase or construction. These factors could have an adverse short-term effect
on the Company's results of operations. See "Business -- Production," "Use of
Proceeds" and Management's Discussion and Results of Operations -- Liquidity and
Capital Resources."

RISK OF INABILITY TO FINANCE PURCHASE OR CONSTRUCTION OF IMPROVED FACILITY

The Company's production facility is currently often operating at full
capacity and, during the next 12 to 18 months, the Company anticipates either
purchasing or constructing an Improved Facility. The Company believes the
Improved Facility is necessary to implement the Company's growth strategy and
will result in increased production capacity, increased production efficiencies,
additional internal storage facilities and other overall cost savings. The
Company intends to partially finance this purchase or construction of an
Improved Facility with approximately $1,200,000 to $1,500,000 of the net
proceeds of this offering. The Company currently anticipates

<PAGE>
obtaining the additional required funds that are projected to be between
$4,000,000 to $7,000,000, through the use of one or more financing options which
may include, among others, conventional bank financing, industrial revenue bond
financing, and, possibly, tax incentives for Empowerment Zones and Enterprise
Communities to the extent available. No assurance can be given that any of these
financing options will be available on terms acceptable to the Company, if at
all. If it is unable to finance the purchase or construction of an Improved
Facility, the Company may be limited in the implementation of its growth
strategy of increasing sales of products that it produces and markets through
acquisitions, new products and marketing. The Company would then be required to
modify its growth strategy to focus on the acquisition of, or joint ventures
with, companies producing complementary specialty food products that have their
own production facilities and co-packing arrangements. Such a change in its
growth strategy may have a material adverse impact on the Company's results of
operations and financial condition.

RISKS ASSOCIATED WITH DEVELOPING NEW PRODUCTS

The Company is developing and introducing new products, such as the salmon
burger, and intends to continue to develop and introduce other new products in
the future. The development process involves significant expenditures of
management time and financing resources in connection with developing the new
product, the purchase of additional equipment, if required, producing the new
product, and marketing the new product. Despite such investment, the Company may
be unable to market and sell the product due to lack of market acceptance. The
Company's future growth and profitability will in part be dependent on achieving
market acceptance of its new products and the Company's ability to distribute
and sell such products through its national distribution network of food
brokers. Although management intends to introduce and develop new food products
which are complementary to the Company's existing products, the Company may
encounter production and marketing obstacles which would adversely impact sales
of these new products and the Company's results of operations. There can be no
assurance that efforts to develop and introduce new products, and market and
sell such new products will be successful. See "Business -- Growth Strategy."

COMPETITION

The market for the Company's products is highly competitive. The Company
believes that consumers select herring products and cured and smoked salmon
products as well as its other specialty food products based primarily on product
quality and price. Although the Company's competitors are primarily 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. Increased competition could result in product price
reductions, reduced margins and loss of market share, all of which could have a
material adverse effect on the Company's results of operations and financial
condition. 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 and its reputation for selling quality products. There can be no
assurance that the Company will be able to compete successfully with its
competitors in the future. See "Business -- Competition."

NON-COMPLIANCE WITH COVENANTS UNDER BANK CREDIT FACILITIES

During the fiscal year ended December 31, 1995, the Company was not in
compliance with certain financial and operating covenants contained in its Bank
Credit Facilities relating to capital expenditures, net income, tangible net
worth, and contributions to employee pension benefit plans. ANB waived these
covenant violations for the 1995 fiscal year. During the nine month period ended
September 30, 1996, the Company was not in compliance with the capital
expenditures covenant in its Bank Credit Facilities. ANB waived this covenant
violation for this nine month period. ANB subsequently increased the amount of
capital expenditures permitted by this covenant and excluded the purchase or
construction of an Improved Facility from the capital expenditures subject to
this covenant. As of January 10, 1997, the Company believes it is in compliance
with the covenants contained in its Bank Credit Facilities. The Company believes
that its relationship with ANB is good and expects ANB to continue to grant
covenant waivers, if required, and to renew, if requested, the Company's Bank
Credit Facilities on substantially the same terms as the terms of the current
Bank Credit Facilities. See "Management's Discussion

<PAGE>
and Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Risk Factors -- Future Capital Requirements."

DEPENDENCE ON SUPPLIERS/SOLE HERRING SUPPLIER

The Company currently purchases most of its herring from Barry's Limited
(the "SUPPLIER"), a specialty herring harvester and processor located in Canada,
pursuant to a supply agreement. The Company has been purchasing herring from the
Supplier since the Company began operations over 65 years ago. Under the
agreement, the Supplier has the option to supply 90% of the Company's annual
requirements for herring, provided it sells the herring at the same prices which
the Company would pay if it purchased the herring elsewhere. The Supplier
guarantees the Company the first priority on its supply of herring, in an amount
necessary to satisfy the Company's requirements. Though the Company to date has
not experienced any difficulties as a result of this relationship, the Company's
reliance on this single supplier for its herring subjects the Company to a
number of risks, including possible delays or interruption in supplies,
diminished control over quality and a potential lack of adequate supply. The
Company currently purchases its salmon from a number of sources. Any disruption
in the supply of or in the quality of the herring and/or salmon provided by its
suppliers could have a material adverse effect on the Company's business,
operating results and financial condition. In addition, such disruptions in
supply or degradations in quality could have a long-term detrimental impact on
the Company's strong brand identity and loyal customer base. There may be other
herring harvesters that could meet the Company's herring requirements, but the
Company believes it is currently purchasing a quality product at favorable
prices. The Company currently has no plans to develop an alternate source for
its herring requirements. The Company believes that there are alternate sources
that could meet its salmon requirements, if necessary. See
"Business -- Production."

VARIABILITY IN QUARTERLY OPERATING RESULTS; SEASONALITY

The Company has in the past and expects in the future to experience
significant fluctuation in quarterly operating results. Historically, the
Company's net sales and net income have 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 during 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 Company's quarterly operating
results to fluctuate in the future. Accordingly, the Company's results of
operations for any particular quarter may not necessarily be indicative of net
income or loss that may be expected for any other particular quarter or the
whole year. Significant variability in orders during any period may have an
adverse impact on the Company's cash flow or work flow, and any significant
decrease in orders could have a material adverse impact on the Company's results
of operation and financial condition. The Company intends to continue to
introduce, and in some cases, develop new products under the VITA brand name,
such as salmon burgers and hommus, that are not seasonal. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operation -- Seasonality; Quarterly Results."

ENVIRONMENTAL COMPLIANCE

In the ordinary course of its production process, 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 of Chicago (the
"DISTRICT"), based in part on the costs of treating this waste water. The
Company is currently appealing the user charges assessed for 1994 and 1995. The
Company believes it has established sufficient reserves for such charges based
on the Company's experience in resolving such appeals in prior years and on
estimates provided by an independent consultant. Although the Company has no
reason to believe that an assessment of user charges which exceeds the Company's
reserves will be made, the Company believes such an assessment, if made, will
not have a materially adverse effect on the Company's business, financial
condition or results of operations. Should the level of FOGs entering the waste
water treatment system exceed a specified level over a specified period of time,
the District, following certain procedural requirements, has the authority to
temporarily close the Company's production facility. The level of FOGs resulting
from the Company's production process has occasionally exceeded this specified
level in the past on a temporary basis but not for any extended period of time.
The Company has no reason to believe that this level will be

<PAGE>
exceeded for any extended period of time in the future. The District has not in
the past initiated, or threatened to initiate, proceedings to close the
Company's production facility. The Company has no reason to believe the District
will do so in the future if the specified level of FOGs is exceeded on a
temporary basis. The Company also uses a number of smokers in the ordinary
course of its production process. Although the Company is not aware of any claim
involving violation of environmental or occupational safety and health laws and
regulations, there can be no assurance that such a claim may not arise in the
future, which may have a material adverse effect on the Company. See
"Business -- Environmental Matters."

DEPENDENCE ON KEY PERSONNEL

The Company's success depends, in large part, upon the efforts and
abilities of its executive officers and key employees, particularly Stephen D.
Rubin and Clark L. Feldman, the Company's President and Executive Vice
President, respectively. The loss of the services of Mr. Rubin or Mr. Feldman or
one or more of the Company's other key employees could have a material adverse
effect on the Company's business. The Company has entered into employment
agreements effective as of the date of this Prospectus, containing
noncompetition provisions, with Mr. Rubin and Mr. Feldman. The Company carries
key man life insurance on Mr. Rubin in the amount of $1,500,000 and Mr. Feldman
in the amount of $750,000, of which the Company is the sole beneficiary. The
success of the Company will depend on, among other factors, the successful
recruitment and retention of quality management and personnel. See "Management."

CONTROL BY CERTAIN EXISTING SHAREHOLDERS

Upon completion of this offering, Mr. Rubin and Mr. Feldman will
beneficially own approximately 33.7% and 16.8%, respectively, of the outstanding
shares of Common Stock (approximately 32.7% and 16.3%, respectively, if the
over-allotment option is exercised in full). Upon completion of this offering,
the principal shareholders, directors, nominees and executive officers of the
Company (including Mr. Rubin and Mr. Feldman) will beneficially own
approximately 66.6% of the outstanding shares of Common Stock (approximately
64.7% if the over-allotment option is exercised in full). Because of their stock
ownership and positions with the Company, Mr. Rubin and Mr. Feldman will be in a
position to continue to control the affairs and management of the Company,
including the election of directors and most corporate actions. Such
concentration of ownership and control may have the effect of delaying,
deferring or preventing a change in control of the Company. See "Principal
Shareholders" and "Description of Company's Securities."

EFFECT OF PREFERRED STOCK ON RIGHTS OF COMMON STOCK

The Company's Articles of Incorporation authorize the issuance of Preferred
Stock with such designations, rights and preferences as may be determined from
time to time by the Company's Board of Directors. Accordingly, the Board of
Directors is empowered, without shareholder approval, to issue Preferred Stock
with dividend, liquidation, conversion, voting or other rights which could
adversely affect the voting power or other rights of the holders of the Common
Stock. Issuance of the Preferred Stock could be utilized, under certain
circumstances, as a method of discouraging, delaying or preventing a change in
control of the Company. Although the Company has no present intention to issue
any shares of its Preferred Stock, there can be no assurance that the Company
will not do so in the future. See "Description of Company's
Securities -- Preferred Stock."

POTENTIAL ADVERSE EFFECT OF REPRESENTATIVES' WARRANTS

At the consummation of the offering, the Company will sell to the
Representatives and/or their designees, for nominal consideration, warrants to
purchase up to 75,000 shares of Common Stock and/or 75,000 Warrants (the
"REPRESENTATIVES' WARRANTS"). The Representatives' Warrants will be exercisable
for a period of four years commencing one year after the date of this
Prospectus, at an exercise price of $9.90 per share and $0.165 per Warrant. The
Warrants obtained upon exercise of the Representatives' Warrants will be
exercisable for a period of four years commencing one year after the date of
this Prospectus, at an exercise price of $9.00 per share. For the term of the
Representatives' Warrants, the holders thereof will have, at nominal cost, the
opportunity to profit from a rise in the market price of the Securities without
assuming the risk of ownership, with a resulting dilution in the interest of
other security holders. As long as the Representatives' Warrants remain
unexercised, the Company's ability to obtain additional capital might be
adversely affected. Moreover, the Representatives may be

<PAGE>
expected to exercise the Representatives' Warrants at a time when the Company
would, in all likelihood, be able to obtain any needed capital through a new
offering of its securities on terms more favorable than those provided by the
Representatives' Warrants. See "Description of Company's Securities -- Warrants"
and "Underwriting."

POTENTIAL ADVERSE EFFECT OF REDEMPTION OF WARRANTS

Commencing 18 months after the date of this Prospectus, the Warrants are
subject to redemption by the Company at $0.01 per Warrant on 30 days' prior
written notice to the warrantholders if the average closing bid price of the
Common Stock equals or exceeds $11.40 per share of Common Stock for any 20
trading days within a period of 30 consecutive trading days ending on the fifth
trading day prior to the date of the notice of redemption. If the Warrants are
redeemed, holders of the Warrants will lose their rights to exercise the
Warrants after the expiration of the 30 day notice of redemption period. Upon
receipt of a notice of redemption, holders would be required to: (i) exercise
the Warrants and pay the exercise price at a time when it may be disadvantageous
for them to do so, (ii) sell the Warrants at the current market price, if any,
when they might otherwise wish to hold the Warrants or (iii) accept the
redemption price which is likely to be substantially less than the market value
of the Warrants at the time of redemption. See "Description of Company's
Securities -- Warrants."

POTENTIAL ADVERSE EFFECT OF SUBSTANTIAL NUMBER OF SHARES OF COMMON STOCK
RESERVED

The Company has reserved a total of 1,450,000 shares of Common Stock for
issuance as follows: (i) 750,000 shares for issuance upon exercise of the
750,000 Warrants (plus any shares for issuance upon exercise of the Warrants
sold as a result of any exercise of the Representatives' over-allotment option);
(ii) 75,000 shares for issuance upon exercise of the Representatives' Warrants;
(iii) 75,000 shares for issuance upon exercise of the Warrants issuable upon
exercise of the Representatives' Warrants; (iv) 400,000 shares for issuance
pursuant to the 1996 Employee Stock Option Plan and the 1996 Stock Option Plan
for Non-Employee Directors (collectively the "1996 STOCK OPTION PLANS"); and (v)
150,000 shares for issuance pursuant to the 1996 Employee Stock Purchase Plan
(the "STOCK PURCHASE PLAN"). As of the date of this Prospectus, the Company has
not granted any options pursuant to the 1996 Stock Option Plans or issued any
shares pursuant to the Stock Purchase Plan except that the Company's Chief
Financial Officer was granted options to purchase 80,000 shares of Common Stock
on October 14, 1996 at the initial public offering price per share less the
underwriting discount and pro rata portion of the non-accountable expense
allowance per share set forth on the cover page of this Prospectus which vest in
20% increments over a 5-year period. See "Management -- Executive Compensation."
The existence of the Warrants, the Representatives' Warrants and the future
grant of options may adversely affect the Company's ability to consummate future
equity financing. Further, the holders of the Warrants, Representatives'
Warrants and options may exercise them at a time when the Company would
otherwise be able to obtain additional equity capital on terms more favorable to
the Company. See "Shares Eligible for Future Sale."

ABSENCE OF PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to this offering, there has been no public market for the Common
Stock or the Warrants. There can be no assurance that an active trading market
will develop or, if developed, will be sustained upon completion of this
offering or that the market price of the Common Stock or the Warrants will not
decline below the initial public offering price. The market price of the Common
Stock or the Warrants may be subject to significant fluctuations in response to
variations in quarterly operating results, the gain or loss of significant
contracts, changes in management, announcements of new products by the Company
or its competitors, legislative or regulatory changes, general trends in the
industry and other events or factors. In addition, the stock market has
experienced extreme price and volume fluctuations which have affected the market
price of the common stock and warrants of many companies for reasons frequently
unrelated to the operating performance of these companies. These broad market
fluctuations may adversely affect the market price of the Company's Common Stock
and the Warrants. Securities recently issued in an initial public offering are
particularly susceptible to volatility based on the short term trading
strategies of certain investors. See "Underwriting."

POTENTIAL ADVERSE EFFECT OF SHARES ELIGIBLE FOR FUTURE SALE

Future sales of Common Stock by existing shareholders under Rule 144 of the
Securities Act of 1933, as amended (the "SECURITIES ACT"), or otherwise could
have an adverse effect on the market price of the Securities.

<PAGE>
Upon the completion of this offering, the Company will have 3,700,000 shares of
Common Stock and 750,000 Warrants outstanding. The 750,000 shares of Common
Stock which are sold in this offering (plus any shares sold as a result of any
exercise of the Representatives' over-allotment option) by the Company and,
subject to certain conditions commencing one year after the date of this
Prospectus, up to 750,000 shares of Common Stock issuable upon exercise of the
Warrants (plus any shares issuable upon exercise of the Warrants sold as a
result of any exercise of the Representatives' over-allotment option), and,
commencing one year after the date of this Prospectus, up to 75,000 shares of
Common Stock that are issuable upon exercise of the Representatives' Warrants
and up to 75,000 shares of Common Stock that are issuable upon exercise of the
Warrants underlying the Representatives' Warrants, will, subject to any
applicable state law restrictions on secondary trading, be freely tradeable
without restriction under the Securities Act, except that any shares purchased
by an "affiliate" of the Company (as that term is defined in Rule 144 under the
Securities Act) will be subject to the resale limitations of Rule 144. The
remaining 2,950,000 shares of Common Stock outstanding upon completion of the
offering are "restricted securities" as that term is defined in Rule 144. Rule
144 permits resale of restricted securities subject to certain restrictions. On
the date of this Prospectus, approximately 177,755 shares will be eligible for
immediate sale without restriction pursuant to Rule 144(k) and an additional
2,772,245 shares will be eligible for immediate sale under Rule 144, subject to
compliance with the provisions of Rule 144; 2,896,684 of such shares will,
however, be subject to lock-up agreements for 13 months. The lock-up agreements
provide that the Company and its shareholders, who beneficially own more than 1%
of the outstanding shares of Common Stock as of the date of this Prospectus,
will not offer, sell, grant any option for the sale or otherwise dispose of any
securities of the Company for a period of 13 months after the date of this
Prospectus without the prior written consent of the National Securities
Corporation (the "LOCK-UP AGREEMENTS"). See "Underwriting." After 13 months from
the date of this Prospectus, these shares will be eligible for sale in the
public market, subject, in certain cases, to compliance with Rule 144. See
"Underwriting." The Company intends, immediately after the sale of the
Securities offered hereby, to register a total of 400,000 shares of Common Stock
reserved for issuance under the 1996 Stock Option Plans and 150,000 shares of
Common Stock reserved for issuance under the Employee Stock Purchase Plan.
Shares of Common Stock issuable upon the exercise of stock options to any person
who has entered into a lock-up agreement with National Securities Corporation
will be subject to the terms of such lock-up agreement. See "Shares Eligible for
Future Sale."

ARBITRARY DETERMINATION OF OFFERING PRICE

The initial public offering price of the Securities and the exercise price
and terms of the Warrants have been determined arbitrarily by negotiations
between the Company and the Representatives. Factors considered in such
negotiations, in addition to prevailing market conditions, included the history
and prospects for the industry in which the Company competes, an assessment of
the Company's management, the prospects of the Company, its capital structure
and certain other factors deemed relevant. Therefore, the public offering price
of the Securities and the exercise price and terms of the Warrants do not
necessarily bear any relationship to established valuation criteria and may not
be indicative of prices that may prevail at any time or from time to time in the
public market for the Securities. See "Underwriting."

CURRENT PROSPECTUS AND STATE BLUE SKY REGISTRATION REQUIRED TO EXERCISE THE
WARRANTS

The Warrants are exercisable only if a current prospectus relating to the
Common Stock underlying such Warrants is then in effect, and only if such Common
Stock is qualified for sale or exempt from qualification under applicable state
securities law of the state in which such holders of the Warrants reside.
Although the Company has undertaken to maintain the effectiveness of a current
prospectus covering the Common Stock underlying the Warrants, there can be no
assurance that the Company will be able to do so. The Warrants may be deprived
of any value if a current prospectus covering the Common Stock issuable upon
exercise of the Warrants is not kept effective, or if such Common Stock is not
qualified or exempt from qualification in the states in which the holders of
Warrants reside.

The Common Stock and the Warrants are separately transferable immediately
upon issuance. In the event investors purchase the Warrants in the secondary
market or move to a jurisdiction in which the shares underlying the Warrants are
not registered or qualified during the period that the Warrants are exercisable,
the Company will be unable to issue shares to those persons desiring to exercise
their warrants unless and until the shares are

<PAGE>
qualified for sale in jurisdictions in which such purchasers reside, or an
exemption from such qualification exists in such jurisdiction, and holders of
the Warrants would have no choice but to attempt to sell the Warrants in a
jurisdiction where such sale is permissible or allow them to expire unexercised.
See "Description of Securities -- Warrants."

NO CASH DIVIDENDS

The Company has not paid any cash dividends on the Common Stock. For the
foreseeable future, it is anticipated that earnings, if any, that may be
generated from the Company's operations will be used to finance the operations
of the Company and that cash dividends will not be paid to holders of the Common
Stock. The Company is currently not permitted to pay cash dividends under its
Bank Credit Facilities and future borrowings may contain similar restrictions.
See "Dividend Policy."

FINANCIAL STATEMENTS CONTAIN ESTIMATES AND ASSUMPTIONS BY MANAGEMENT

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. The Financial Statements included in this Prospectus include
such estimated amounts and disclosures based on management's estimates and
assumptions. Actual results may differ from those estimates. See Note 1 of Notes
to Financial Statements -- Summary of Significant Accounting
Policies -- Estimates.

POTENTIAL INFLUENCE BY THE REPRESENTATIVES

FORWARD LOOKING STATEMENTS

This Prospectus contains forward-looking statements and information that is
based on management's beliefs and assumptions, as well as information currently
available to management. When used in this document, the words "anticipate,"
"estimate," "expect," "intend," and similar expressions are intended to identify
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Such statements are
subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated or expected. Among the key factors that may have a direct bearing on
the Company's operating results are fluctuations in the economy, the degree and
nature of competition, acceptance of, and demand for, specialty food products,
the Company's anticipated purchase or construction of an Improved Facility, the
success of the Company's acquisition strategy and the Company's ability to
successfully implement its long-term growth strategy.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 750,000 shares of
Common Stock and the 750,000 Warrants offered hereby, after deducting
underwriting discounts and estimated offering expenses, including the
non-accountable expense allowance, are estimated to be approximately $3,572,000
($4,169,000 if the Underwriters' over-allotment option is exercised in full) at
the initial public offering price of $6.00 per share of Common Stock and $0.10
per Warrant. The Company expects to use between $1,200,000 and $1,500,000 of the
net proceeds to partially fund the purchase or construction of an Improved
Facility and to purchase additional capital equipment. In addition, the Company
expects that it will use approximately $300,000 for promotions to Supermarkets
and Institutional Purchasers, increased consumer advertising and to secure
additional shelf space in

<PAGE>
Supermarkets. The Company intends to use the remaining net proceeds to either
acquire, or enter into joint ventures with, companies producing complementary
food products. Although the Company evaluates potential acquisitions and joint
ventures on an on-going basis, the Company currently has no agreements,
understandings or commitments with respect to any acquisition or joint venture,
nor is the Company engaged in negotiations with respect to any acquisition or
joint venture. There can be no assurance that the Company will complete any
acquisitions or enter into any joint ventures, that such acquisitions or joint
ventures will be profitable or that future acquisitions or joint ventures will
not materially and adversely affect the Company's results of operations or
financial condition. See "Risk Factors -- Risks Associated with Purchase or
Construction of Improved Facility," " -- Broad Discretion in Application of
Proceeds," " -- Risks Associated with Acquisition Strategy and Acquisitions
Outside the Company's Market Niche," "Business -- Growth Strategy" and
" -- Production."

The foregoing represents the Company's best estimate of the use of the net
proceeds to be received in this offering based on its current growth plans and
business conditions. The Company reserves the right to change such use when and
if market conditions or unexpected changes in operating conditions or results
occur. The amounts actually expended for each use may vary significantly
depending upon a number of factors, including future sales growth and the amount
of cash generated by the Company's operations. The Company intends to use the
net proceeds of this offering to temporarily repay a portion of the Company's
indebtedness under its Bank Credit Facilities except the $247,025 subject to the
subordinated participations in the term loan facility under the Bank Credit
Facilities held by certain Company shareholders. Any net proceeds not used for
this purpose will be invested in short-term interest-bearing securities. The
Company anticipates a significant short-term savings in interest expense as a
result of this temporary repayment of debt. The interest rate on the Bank Credit
Facilities is 5/8% over ANB's prime rate. The Company anticipates borrowing, as
needed, under its Bank Credit Facilities for the purposes described above.
Accordingly, investors will not know with certainty how the Company will use a
substantial portion of the net proceeds of the offering. The Company
anticipates, based on currently proposed plans and assumptions relating to its
operations, that the net proceeds of this offering, together with projected cash
flow from operations and existing capital resources, including its Bank Credit
Facilities, will be sufficient to fund the Company's operations for at least 12
to 18 months following the consummation of this offering. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources" and "Risk Factors -- Scheduled
Expiration of Bank Credit Facilities" and " -- Broad Discretion in Application
of Proceeds."

<PAGE>
CAPITALIZATION

The following table sets forth the capitalization of the Company at
September 30, 1996 and as adjusted to give effect to the sale of the 750,000
shares of Common Stock and 750,000 Warrants offered hereby at an initial public
offering price of $6.00 per share of Common Stock and $0.10 per Warrant and the
application of the net proceeds of $3,572,000.

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
AS
ACTUAL ADJUSTED
<S> <C> <C>
(IN THOUSANDS)
Long-term debt (1)............................................................................ $5,402 $1,830
Shareholders' equity (deficit):
Preferred Stock, $.01 par value:
1,000,000 shares authorized, none issued................................................. -- --
Common Stock, $.01 par value:
10,000,000 shares authorized; 2,950,000 shares issued and outstanding, 3,700,000 shares
as adjusted............................................................................. 29 37
Additional paid-in capital.................................................................. 196 3,760
Accumulated deficit......................................................................... (485) (485)
Total shareholders' equity (deficit).......................................................... (260) 3,312
Total capitalization..................................................................... $5,142 $5,142
</TABLE>

(1) See Note 3 of Notes to Financial Statements for a description of the
Company's long-term obligations.

DIVIDEND POLICY

The Company has never paid any dividends on its Common Stock. The Company
anticipates that all future earnings, if any, will be retained for use in the
Company's business and it does not anticipate paying any cash dividends. The
payment of dividends by the Company is currently not permitted under the Bank
Credit Facilities. Payment of future dividends, if any, will be as permitted
under the Bank Credit Facilities and at the discretion of the Company's Board of
Directors after taking into account various factors, including the Company's
financial condition, operating results, current and anticipated cash needs and
plans for expansion. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."

<PAGE>
DILUTION

As of September 30, 1996, the Company had a negative net tangible book
value of approximately $(724,000), or $(0.25) per share. "Net tangible book
value" per share represents the amount of total tangible assets less total
liabilities divided by the number of shares of Common Stock issued and
outstanding. After giving effect to the sale of the 750,000 shares of Common
Stock offered hereby based on a price to the public of $6.00 per share of Common
Stock and 750,000 Warrants based on a price to the public of $0.10 per Warrant
and assuming no other changes in the net tangible book value after September 30,
1996, the Company's net tangible book value (after deduction of underwriting
discounts and commissions and estimated offering expenses, including the
non-accountable expense allowance) at September 30, 1996 would have been
approximately $3,012,000, or $0.81 per share. This represents an immediate
increase in net tangible book value of $1.06 per share to existing shareholders
and an immediate dilution to new investors of $5.19 per share. Dilution is
determined by subtracting net tangible book value per share after the offering
from the amount of cash paid by a new investor for a share of Common Stock. The
following table illustrates the per share dilution:

<TABLE>
<CAPTION>
<S> <C> <C>
Public offering price per share................................................................. $6.00
Negative net tangible book value per share at September 30, 1996 before the offering.......... $(0.25)
Increase in net tangible book value per share at September 30, 1996 attributable to new
investors.................................................................................. 1.06
Net tangible book value per share at September 30, 1996 after the offering...................... 0.81
Dilution per share to new investors............................................................. $5.19
</TABLE>

The following table summarizes, on an as adjusted basis as of September 30,
1996, the difference between the number of shares of Common Stock purchased from
the Company, the total consideration paid and the average price per share paid
by existing shareholders and to be paid by new investors purchasing Common Stock
offered hereby. The calculation in this table with respect to shares of Common
Stock to be purchased by new investors in this offering is based on the initial
public offering price of $6.00 per share of Common Stock (before deducting the
underwriting discounts and commissions and other estimated expenses of the
offering, including the non-accountable expense allowance, payable by the
Company).

<TABLE>
<CAPTION>
AVERAGE
SHARES PURCHASED TOTAL CONSIDERATION PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
<S> <C> <C> <C> <C> <C>
Existing shareholders................................. 2,950,000 79.7% $ 225,500 4.8% $0.08
New investors......................................... 750,000 20.3% $4,500,000 95.2% $6.00
Total.......................................... 3,700,000 100.0% $4,725,500 100.0%
</TABLE>

<PAGE>
SELECTED FINANCIAL DATA

The selected financial data set forth below with respect to the Company's
statement of operations data for the years ended December 31, 1994 and 1995 and
balance sheet data at December 31, 1995 are derived from the audited financial
statements of the Company included elsewhere in this Prospectus that have been
audited by BDO Seidman, LLP, independent certified public accountants. The
balance sheet data as of September 30, 1996, and the statement of operations
data for the nine month periods ended September 30, 1995 and 1996 have been
derived from the Company's unaudited financial statements, which in the opinion
of the Company, reflect all adjustments of a normal recurring nature which the
Company considers necessary for a fair presentation of the results for such
periods. The results of operations for the nine months ended September 30, 1996
are not necessarily indicative of the results of operations to be expected for
any future quarter or the fiscal year ending December 31, 1996. The data set
forth below should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Financial
Statements and Notes related thereto included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED ENDED
DECEMBER 31, SEPTEMBER 30,(1)
1994 1995(3) 1995 1996
<S> <C> <C> <C> <C>
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF OPERATIONS DATA:
Net sales............................................... $17,793 $21,410 $13,045 $13,969
Cost of goods sold...................................... 12,735 15,014 9,364 9,953
Gross margin............................................ 5,058 6,396 3,681 4,016
Selling, marketing and administrative expenses.......... 4,410 5,397 3,709 4,036
Operating profit (loss)................................. 648 999 (28) (20)
Interest and other expense, net......................... 376 868(4) 727(4) 308
Income (loss) before income taxes (benefit)............. 272 131 (755) (328)
Income taxes (benefit)(5)............................... -- -- -- (300)
Net income (loss)....................................... $ 272 $ 131 $ (755) $ (28)
Net income (loss) per common share...................... $ .09 $ .04 $ (.26) $ (.01)
Supplemental net income per common share(6)............. $ .07 $ .03
Weighted average number of common shares
outstanding.......................................... 2,960,000 2,960,000 2,960,000 2,960,000
</TABLE>

<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
AS
DECEMBER 31, 1995 ACTUAL(1) ADJUSTED(2)
<S> <C> <C> <C>
(IN THOUSANDS)
BALANCE SHEET DATA:
Working capital...................................................... $ 3,302 $ 2,899 $ 3,063
Total assets......................................................... 10,415 9,639 9,639
Current liabilities.................................................. 5,146 4,497 4,497
Long-term debt....................................................... 5,501 5,402 1,830
Shareholders' equity (deficit)....................................... (232) (260) 3,312
</TABLE>

<PAGE>
application of the estimated net proceeds therefrom to temporarily repay a
portion of the borrowings under the Company's Bank Credit Facilities. See
"Use of Proceeds" and "Capitalization."

(5) Income taxes are not presented in 1994 and 1995 due to the Company's
utilization of net operating loss carryforwards to offset taxable income and
due to the 100% valuation allowance applied against the deferred tax asset.
The Company recognized $172,000 of the prior year's deferred tax asset
valuation allowance during 1996. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and Note 4 of Notes to
Financial Statements.

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE FOLLOWING INFORMATION INCLUDES FORWARD-LOOKING STATEMENTS, THE
REALIZATION OF WHICH MAY BE IMPACTED BY CERTAIN IMPORTANT FACTORS DISCUSSED
UNDER "RISK FACTORS -- FORWARD LOOKING STATEMENTS."

OVERVIEW

The Company is one of the leading processors of herring products, and cured
and smoked salmon products in the United States, which products it has been
producing and marketing for over 65 years and 25 years, respectively. 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, hommus products, horseradish products, and cocktail and tartar sauces,
that it purchases from third party food producers and markets under the VITA
brand name pursuant to co-packing arrangements. The Company markets and, in some
cases, also produces related specialty food products under other brand names
that have been licensed to the Company. These products include
Scandinavian-style herring, which is produced and marketed by the Company under
the ELF brand name, which is widely recognized in the Midwest region of the
country, and imported Scottish smoked salmon, which is distributed by the
Company under the brand names ROYAL HIGHLAND and HIGHLAND CREST.

The Company's long-term growth strategy is to capitalize on the goodwill
associated with the VITA brand name and the strength of its national
distribution network to increase its market share for its existing products and
to introduce and market complementary new specialty food products, which will be
sold under either the VITA brand name or other brand names 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.

In March, 1995, the Company purchased the herring production line of Lyon
Food Products, Inc. ("LYON FOOD") and secured licensing rights from Lyon Food to
the ELF brand name, a recognized regional herring brand (the "LYON PRODUCT LINE
ACQUISITION"). The Company financed the $726,000 cost of the Lyon Product Line
Acquisition through borrowings under its Bank Credit Facilities. The Company
subsequently consolidated the herring production line operations of Lyon Food
into its existing production facilities. The Company retained a limited number
of Lyon Food employees resulting in only a slight increase in selling, marketing
and administrative expenses while increasing its market share and sales of
herring products. The Company believes it has achieved and will continue to
achieve operational efficiencies based on this consolidation of operations while
only marginally increasing its selling, marketing and administrative expenses.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, the percentage
of net sales represented by certain items included in the Company's Statements
of Operations. This table and discussion below should be read in conjunction
with the financial statements and notes thereto, which appear elsewhere in this
Prospectus. The Company believes this unaudited information has been prepared on
the same basis as the audited and unaudited information presented elsewhere in
this Prospectus and, in the opinion of management, reflects all adjustments
(consisting of normal recurring entries) necessary for a fair presentation of
the information presented.

<PAGE>

<TABLE>
<CAPTION>
NINE MONTHS
YEARS ENDED ENDED
DECEMBER 31, SEPTEMBER 30,
1994 1995 1995 1996
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.................................................................. 100.0% 100.0% 100.0% 100.0%
Cost of goods sold......................................................... 71.6 70.1 71.8 71.2
Gross margin............................................................... 28.4 29.9 28.2 28.8
Selling, marketing and administrative expenses............................. 24.8 25.2 28.4 28.9
Operating profit (loss).................................................... 3.6 4.7 (.2) (.1)
Interest and other expense, net............................................ 2.1 4.1 5.6 2.2
Income (loss) before income taxes (benefit)................................ 1.5 0.6 (5.8) (2.3)
Income taxes (benefit)..................................................... -- -- -- (2.1)
Net income (loss).......................................................... 1.5% 0.6% (5.8)% (0.2)%
</TABLE>

REVENUES. The Company's gross sales for the years ended December 31, 1994
and 1995 were $19.3 million and $23.2 million, respectively. In 1994, herring,
cured and smoked salmon and other specialty products constituted 57%, 38% and 5%
of the Company's gross sales, respectively. In 1995, herring, cured and smoked
salmon and other specialty products constituted 60%, 36% and 4% of the Company's
gross sales, respectively. The Company's net sales for the years ended December
31, 1994 and 1995 were $17.8 million and $21.4 million, respectively.

Net sales of the Company represent gross sales less the amounts of
discounts, credits and payments for products not sold prior to expiration date
and certain other sales allowances. The Company generally provides its customers
with a net 10-day payment term. The amounts of discounts, credits and payments
for products not sold prior to expiration date and certain other sales
allowances have historically remained relatively consistent from year to year
and were approximately 8% of gross sales for the years ended December 31, 1994
and 1995. Net sales for any of the Company's products can be influenced by a
number of factors, especially the pricing policies of the Company's competitors.

COSTS. Cost of goods sold consists primarily of the costs of herring,
salmon, curing ingredients, packaging, other raw materials, direct labor and
overhead used in the Company's production process.

GROSS MARGIN. The Company's gross margin, which is net sales less the cost
of goods, was 29.9% for the year ended December 31, 1995 and was 28.8% for the
nine months ended September 30, 1996. The Company anticipates that its gross
margin for the year ended December 31, 1996 will remain relatively constant
compared to the gross margin for 1995. Products which the Company markets
pursuant to co-packing arrangements generally have a percentage gross margin
that is one-third lower than the percentage gross margin of products which are
produced and marketed by the Company.

EXPENSES. Selling, marketing and administrative expenses consist primarily
of brokers' commissions, marketing expenses, costs of shipping products,
advertising expenses and administrative expenses, which include salaries and
other general office expenses. The Company expects that selling, marketing and
administrative expenses will increase in 1996 due, in part, to the hiring of a
chief financial officer in October, 1996, increased marketing expenses,
increased expenses related to product development and the introduction of new
products, and increased expenses incurred in connection with this offering.
However, the Company believes that, based on its expected net sales in 1996,
such expenses should remain relatively consistent as a percentage of net sales
with the 1995 level.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND THE NINE MONTHS
ENDED
SEPTEMBER 30, 1995

REVENUES. Net sales for the nine months ended September 30, 1996 were
$13,969,000 compared to $13,045,000 for the same period in 1995, an increase of
$924,000 or 7.1%. This increase was attributable to increased sales of cured and
smoked salmon products of $610,000, increased sales of the Company's other
specialty food products of $210,000 and increased sales of herring products of
$100,000, consisting primarily of ELF

<PAGE>
brand herring products which the Company began selling following the Lyon
Product Line Acquisition in March, 1995 and were included for the full nine
months in 1996 as opposed to only six months in 1995. Of the $924,000 increase
in net sales, net sales attributable to the Company's new products introduced in
1996 were $30,000. The increase in net sales of the Company's existing products
was primarily attributable to increases in sales volume.

COSTS. Cost of goods sold for the nine months ended September 30, 1996 was
$9,953,000 compared to $9,364,000 for the same period in 1995, an increase of
$589,000 or 6.3%. This reflects a proportional increase attributable to the
increase in net sales for the nine months ended September 30, 1996, which was
partially offset by a decrease in the cost of salmon estimated to be
approximately $100,000 and certain lower per unit costs resulting from more
frequent utilization of the production facilities at full capacity.

GROSS MARGIN. Gross margin for the nine months ended September 30, 1996 was
$4,016,000 compared to $3,681,000 for the same period in 1995, an increase of
$335,000 or 9.1%. As a percentage of net sales, gross margin increased to 28.8%
for the nine months ended September 30, 1996 from 28.2% for the same period in
1995. This increase was primarily attributable to a decrease in the cost of
salmon estimated to be approximately $100,000 and certain lower per unit costs
resulting from more frequent utilization of the production facilities at full
capacity. The increase in gross margin was slightly offset by an increase in the
sale of co-packed products in the nine months ended September 30, 1996 compared
to the same period in 1995 because the co-packed products generally have lower
gross margins than products produced and marketed by the Company.

EXPENSES. Selling, marketing and administrative expenses for the nine
months ended September 30, 1996 were $4,036,000 compared to $3,709,000 for the
same period in 1995, an increase of $327,000 or 8.8%. As a percentage of net
sales, selling, marketing and administrative expenses increased to 28.9% for the
nine months ended September 30, 1996, from 28.4% for the same period in 1995.
This increase was primarily attributable to increased advertising expenses of
$200,000 and increases in brokers' commissions of $73,000.

INTEREST. Interest and other expense, net, for the nine months ended
September 30, 1996 was $308,000 compared to $727,000 for the same period in
1995, a decrease of $419,000 or 57.6%. This decrease was primarily attributable
to the non-recurring, unusual expenses incurred by the Company in 1995, which
included the Arbitration Award of $356,000, and other income of $83,000 in 1996
partially offset by an increase in interest expense of $21,000 due to an
increase in average amounts outstanding under the Bank Credit Facilities during
this period.

INCOME TAXES. For the nine month period ended September 30, 1996, the
Company has provided for an income tax benefit of $300,000 compared to no income
tax expense for the same period in 1995. The income tax benefit is comprised of
$128,000 of expected future income tax benefits resulting from losses incurred
through September 30, 1996 and $172,000 representing a partial recognition of
the deferred tax asset valuation allowance. Based on its projected pre-tax
income for the year ended December 31, 1996 which would allow the Company to
utilize its net operating loss carryforwards, the Company determined that a
partial recognition of the deferred tax asset valuation was appropriate. The
Company determined, as of September 30, 1996, that it was more likely than not
that it would not be able to fully realize the remaining net deferred tax
assets. The Company based this determination on the uncertainty of the effects
on future pre-tax income of the Company's acquisition strategy and its planned
purchase or construction of an Improved Facility.

NET LOSS. Net loss for the nine months ended September 30, 1996 was $28,000
compared to $755,000 for the same period in 1995, a decrease in net loss of
$727,000.

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1995 AND THE YEAR ENDED DECEMBER 31,
1994

REVENUE. Net sales for the year ended December 31, 1995 were $21,410,000
compared to $17,793,000 for the same period in 1994, an increase of $3,617,000
or 20.3%. This increase was primarily attributable to sales of ELF brand herring
products of $2,800,000, which the Company began selling following the Lyon
Product Line Acquisition in March, 1995, sales of imported Scottish smoked
salmon of $500,000, which the Company began distributing in January, 1995 and
increased sales of the Company's VITA brand cured and smoked salmon products of
$300,000. Of the $3,617,000 increase in net sales, net sales attributable to the
Company's new products introduced in 1995 were $3,300,000. The increase in net
sales of the Company's existing products was primarily attributable to increases
in sales volume.

<PAGE>
COSTS. Cost of goods sold for the year ended December 31, 1995 was
$15,014,000 compared to $12,735,000 for the same period in 1994, an increase of
$2,279,000 or 17.9%. This increase reflects a proportional increase attributable
to the increase in net sales in 1995, which was partially offset by certain
manufacturing efficiencies estimated to be approximately $200,000 achieved from
consolidating the herring production line operations of Lyon Food with the
Company's existing production facilities, resulting in certain lower per unit
costs achieved by more frequent utilization of the production facilities at full
capacity.

GROSS MARGIN. Gross margin for the year ended December 31, 1995 was
$6,396,000 compared to $5,058,000 for the same period in 1994, an increase of
$1,338,000 or 26.5%. As a percentage of net sales, gross margin increased to
29.9% in 1995 from 28.4% in 1994. The increase was primarily attributable to
certain manufacturing efficiencies estimated to be approximately $200,000
achieved from consolidating the herring production line operations of Lyon Food
with the Company's existing production facilities, resulting in certain lower
per unit costs achieved by more frequent utilization of the production
facilities at full capacity. The increase in gross margin was partially offset
by an increase in the sale of co-packed products in 1995 compared to 1994
because the co-packed products generally have lower gross margins than products
produced and marketed by the Company.

EXPENSES. Selling, marketing and administrative expenses for the year ended
December 31, 1995 were $5,397,000 compared to $4,410,000 for the same period in
1994, an increase of $987,000 or 22.4%. As a percentage of net sales, selling,
marketing and administrative expenses increased to 25.2% in 1995 from 24.8% in
1994. This increase was primarily attributable to increased advertising expenses
of $92,000, increased expenses associated with securing additional shelf space
of $149,000, increased brokers' commissions and increased regional sales
managers' salaries totaling $242,000. The increase in brokers' commissions and
regional sales managers' salaries were primarily attributable to the Lyon
Product Line Acquisition and the resulting increase in sales of Elf brand
herring products.

INTEREST. Interest and other expense, net, for the year ended December 31,
1995 was $868,000 compared to $376,000 for the same period in 1994, an increase
of $492,000 or 130.9%. This increase was primarily attributable to the payment
of an award in an arbitration proceeding which required the Company, which
initiated the arbitration but did not prevail on its claims, to reimburse the
respondent for its legal fees and expenses in the amount of $356,000 (the
"ARBITRATION AWARD"). In addition, $50,000 of this increase was attributable to
a higher average interest rate under the Bank Credit Facilities and $50,000 was
attributable to increased borrowings under the Bank Credit Facilities to finance
the Lyon Product Line Acquisition and the resulting consolidation of operations
and to finance the acquisition of new capital equipment. See "Business -- Growth
Strategy."

INCOME TAXES. The Company had no income tax expense for the nine month
period ended September 30, 1995 or for the years ended December 31, 1995 and
1994, respectively. Based on its past results of operations, the Company has
generated net operating loss carryforwards which have been used to offset
taxable income. As of December 31, 1995, the Company had net operating loss
carryforwards from prior years of $200,000 which expire in specified amounts
through 2007. The Company also has net deferred tax assets, resulting from
temporary differences between financial and tax reporting of the allowance for
doubtful receivables and product returns, accrued liabilities and net operating
loss carryforwards. For the years ended December 31, 1995 and 1994, the Company
determined that it was more likely than not that it would not be able to realize
the net deferred tax assets. The Company based this determination on the
following factors: (i) its historical levels of pre-tax income; (ii) its
historical use of net operating losses to eliminate income tax; (iii) the
uncertainty of the effect of the Lyon Product Line Acquisition on the Company's
future pre-tax income; and (iv) the effect of a potential settlement, if any,
and payment of the Metropolitan Water Reclamation District user charges on
future pre-tax income. Accordingly, the Company created a valuation allowance
for 100% of the net deferred tax assets. As the Company generates pre-tax income
in future years, the valuation allowance will be partially recognized and reduce
the Company's future income tax expense.

NET INCOME. Net income for the year ended December 31, 1995 was $131,000
compared to $272,000 for the same period in 1994, a decrease of $141,000 or
51.8%. Net income for the year ended December 31, 1995, excluding non-recurring,
unusual expenses, was $742,000 compared to $372,000 for the same period in 1994,
an increase of $370,000 or 99.5%. The unusual expenses incurred in 1995 were the
Arbitration Award of $356,000, expenses of $110,000 incurred in consolidating
the herring production line operations of Lyon Food with the

<PAGE>
Company's existing production facilities, expenses of $83,000 incurred in
establishing the Bank Credit Facilities and legal fees and expenses totaling
$62,000 paid to Company counsel in connection with the Arbitration. Legal fees
and expenses paid to Company counsel in connection with the Arbitration in 1994
were $100,000. All of these expenses were reflected as "selling, marketing and
administrative expenses," with the exception of the Arbitration Award of
$356,000, which was reflected as "interest and other expense, net."

SEASONALITY; QUARTERLY RESULTS

The following table sets forth net sales information for each of the
Company's last 15 quarters. This unaudited net sales information has been
prepared on the same basis as the annual information presented elsewhere in this
Prospectus 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.

<TABLE>
<CAPTION>
NET SALES
FIRST SECOND THIRD FOURTH
YEAR QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
(IN THOUSANDS)
1993................................... $ 4,145 $ 2,749 $ 3,858 $ 6,019
1994................................... 4,285 3,108 3,892 6,508
1995................................... 4,454 4,011 4,580 8,365
1996................................... 5,516 3,692 4,761
</TABLE>

The following table sets forth net income (loss) information for each of
the Company's last 15 quarters. This unaudited net income information has been
prepared on the same basis as the annual information presented elsewhere in this
Prospectus and, in the opinion of the 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)(3)
FIRST SECOND THIRD FOURTH
YEAR QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
(IN THOUSANDS)
1993................................... $ (91) $(577) $ 141 $ 626
1994................................... 10 (427) (121) 810
1995(1)................................ 63 (270) (548)(2) 886
1996................................... 69 (100) 3
</TABLE>

(1) The Company incurred, non-recurring unusual, expenses in 1995 which
consisted of the Arbitration Award of $356,000, expenses of $110,000
incurred in consolidating the herring production line operations of Lyon
Food with the Company's existing production facilities, expenses of $83,000
incurred in establishing the Bank Credit Facilities and legal fees and
expenses totaling $62,000 paid to Company counsel in connection with the
Arbitration.

(2) The Arbitration Award of $356,000 was paid in the third quarter of 1995.

(3) Income taxes (benefit) are not presented in 1993, 1994 and 1995 due to the
Company's utilization of net operating loss carryforwards to offset taxable
income and due to the 100% valuation allowance applied against the deferred
tax asset. In 1996, the Company recognized $172,000 of the prior year's
deferred tax asset valuation allowance.

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 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 Company's quarterly operating
results to fluctuate in the future. Significant variability in orders during any
period may have an adverse impact on the Company's cash flow or work flow, and
any significant decrease in orders could have a material adverse impact on the
Company's results of operations and financial condition. The Company's new
product strategy includes expanding into products such as salmon burgers and
hommus that are less seasonal and appeal to a broader range of consumers.

<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

The Company had working capital of $3,302,000 at December 31, 1995 as
compared to working capital of $2,899,000 at September 30, 1996. Historically,
due to the seasonality of the Company's business, the Company has less working
capital at the end of the third quarter than at year-end. The Company has
historically satisfied its working capital requirements principally through cash
flow from operations and bank borrowings. The Company has never paid any
dividends on its Common Stock. The Company anticipates that all future earnings,
if any, will be retained for use in the Company's business and it does not
anticipate paying any cash dividends.

Net cash provided by operating activities was $342,000 for the year ended
December 31, 1995, compared to net cash provided by operating activities of
$459,000 for the year ended December 31, 1994. The decrease in net cash provided
by operating activities in 1995 was primarily due to increases in accounts
receivable, inventories and accounts payable reflecting an increase in net
sales. Net cash provided by operating activities was $474,000 for the nine
months ended September 30, 1996 compared to net cash provided by operating
activities for the same period in 1995 of $545,000. The decrease in net cash
provided by operating activities was primarily attributable to decreases in
accounts receivable net of an increase in inventories and a decrease in accounts
payable. For the years ended December 31, 1994 and 1995, and the nine months
ended September 30, 1995 and 1996, the Company used net cash in investing
activities in the amounts of $411,000, $446,000, $321,000 and $337,000,
respectively, to purchase additional capital equipment and to pay for capital
improvement of its production facility. Further, in 1995 the Company used net
cash in investing activities in the amount of $726,000 to acquire the Lyon
Product Line.

Net cash provided by financing activities was $507,000 for the year ended
December 31, 1995 compared to $311,000 for the year ended December 31, 1994. Net
cash provided by financing activities for 1995 and 1994 reflects borrowings
under the Company's Bank Credit Facilities to use as working capital and to
partially fund the Lyon Product Line Acquisition. Net cash used in financing
activities was $87,000 for the nine months ended September 30, 1996 compared to
net cash provided by financing activities of $223,000 for the nine months ended
September 30, 1995. This change reflects the repayment of certain long-term debt
and capital lease obligations. At September 30, 1996, the Company had cash of
$92,327.

On March 20, 1995, the Company entered into a Loan and Security Agreement
(the "BANK AGREEMENT") with NBD Bank ("NBD"). The Bank Agreement provides the
Company with an asset-based revolving loan facility and a term loan facility.
ANB subsequently acquired all of NBD's right, title and interest in, to and
under the Bank Credit Facilities. The borrowings under the Bank Credit
Facilities are generally limited to eligible accounts, eligible inventory and
real estate collateral as defined in the Bank Agreement. All of the assets of
the Company are pledged as collateral for borrowings under the Bank Credit
Facilities. Pursuant to a letter dated January 10, 1997, ANB issued a commitment
to extend the maturity date of the Bank Credit Facilities, including the
subordinated participations in the term loan facility, from April, 1997 until
April, 1998. The revolving loan facility has a maximum borrowing limit of
$5,000,000 while the term loan facility has a maximum borrowing limit of
$1,750,000. The interest rate on borrowings under the Bank Credit Facilities is
5/8% over the prime rate established by ANB. The Bank Agreement provides that
the Company must comply with certain operating covenants. During the fiscal year
ended December 31, 1995, the Company was not in compliance with certain
financial and operating covenants contained in its Bank Credit Facilities
relating to capital expenditures (covenant limit: $100,000/Company's
expenditures: $446,109), net income (covenant requirement: $350,000/Company's
net income: $131,000), tangible net worth (covenant requirement: not less than
negative $75,000 as of December 31, 1995/Company's tangible net worth: negative
$430,836), and contributions to employee pension benefit plans (covenant limit:
no contribution/Company contribution: $60,000). ANB waived these covenant
violations for the 1995 fiscal year. During the nine month period ended
September 30, 1996, the Company was not in compliance with the capital
expenditures covenant (covenant limit: $100,000/Company's expenditures:
$337,080) in its Bank Credit Facilities. ANB waived this covenant violation for
this nine month period. ANB subsequently increased the amount of capital
expenditures permitted by this covenant and excluded the purchase or
construction of an Improved Facility from the capital expenditures subject to
this covenant. As of January 10, 1997, the Company believes that it is in
compliance with the covenants contained in its Bank Credit Facilities. The
Company believes that its relationship with ANB is good and expects ANB to
continue to grant covenant waivers, if required. See "Business -- Growth
Strategy," "Risk Factors -- Scheduled Expiration of Bank Credit Facilities,"
" -- Non-Compliance with Covenants Under Bank Credit Facilities" and "Certain
Relationships and Related Transactions."

<PAGE>
During the next 12 to 18 months, the Company anticipates either purchasing
or constructing an Improved Facility. The Company intends to partially finance
the Improved Facility with approximately $1,200,000 to $1,500,000 of the net
proceeds of this offering. The Company currently anticipates obtaining the
additional required funds, that are projected to be between $4,000,000 and
$7,000,000, through the use of one or more financing options which may include,
among others, conventional bank financing, industrial revenue bond financing,
and, possibly, tax incentives for Federal Empowerment Zones and Enterprise
Communities to the extent available. See "Business -- Production," "Use of
Proceeds," "Risk Factors -- Broad Discretion in Application of Proceeds,"
" -- Risks Associated with Acquisition Strategy and Acquisitions Outside the
Company's Market Niche" and " -- Future Capital Requirements."

The Company anticipates, based on currently proposed plans and assumptions
relating to its operations, that the net proceeds of this offering, together
with projected cash flow from operations and existing capital resources,
including its Bank Credit Facilities, will be sufficient to fund the Company's
operations for at least 12 to 18 months following the consummation of this
offering.

INFLATION

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

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In March 1995, the FASB issued Statement Number 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
which requires the Company to review long-lived assets and certain identifiable
intangibles for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The assessment of
the impairment is based upon the estimated undiscounted future cash flows from
operating activities compared with the carrying value of the assets. If the
undiscounted future cash flows of an asset are less than the carrying value, a
write-down would be recorded measured by the amount of the difference between
the carrying value of the asset and the fair value of the asset. The Statement
is required for financial statements for fiscal years beginning after December
15, 1995. The Company will adopt this Statement during 1996 and based upon
management's estimates of future cash flows no impairment losses will be
necessary.

In December 1995, the FASB issued Statement Number 123, "Accounting for
Stock-Based Compensation." Statement Number 123 is effective for fiscal years
beginning after December 15, 1995, and requires either the application of an
option pricing model measurement for stock compensation, or, if a Company elects
to continue to measure stock compensation based on the difference between the
market price of the Company's common stock and the exercise price of the
employer stock option, disclosure of what the effects of the application of
option pricing model measurement would have been. The Company will initially
apply Statement Number 123 in fiscal 1996, and will elect to disclose the effect
that the application of option pricing model measurement would have had for
options granted from January 1, 1995.

<PAGE>
BUSINESS

THE FOLLOWING DISCUSSION CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS.
ACTUAL RESULTS COULD DIFFER MATERIALLY. SEE "RISK FACTORS -- FORWARD LOOKING
STATEMENTS."

INTRODUCTION

The Company has been engaged in the sale of specialty food products under
the VITA brand name for over 65 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 Supermarkets and Institutional Purchasers.
Historically, the Company has increased its sales through acquisitions which
have enabled the Company to add new product lines and expand its existing
product lines. 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
65 years and cured and smoked salmon products for over 25 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,
hommus products, horseradish products, and cocktail and tartar sauces, that it
purchases from third party food producers and markets under the VITA brand name
pursuant to co-packing arrangements. 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.

COMPANY BACKGROUND

Although it had been selling herring products for a number of years prior
to its incorporation, 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 the current shareholders, 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.

GROWTH STRATEGY

The Company's long-term growth strategy is to focus on acquisitions and
capitalize on the goodwill associated with the VITA brand name and the strength
of its national distribution network to increase its market share for its
existing products and to introduce and market complementary new specialty food
products, which will be sold under either the VITA brand name or other brand
names 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. The Company's
production facility is currently often operating at full capacity and the
Company, in order to accommodate its anticipated growth, intends to purchase or
construct an Improved Facility.

ACQUISITION STRATEGY

<PAGE>
and the Lyon Product Line Acquisition have demonstrated its ability to
capitalize on the VITA brand name and its national distribution network to
increase its market share and its sales through acquisitions. The Royal
Acquisition involved the acquisition of a company that processed smoked salmon
products which the Company now produces and markets through its national
distribution network under the VITA brand name. The Lyon Product Line
Acquisition involved the acquisition of a herring product line and an
established regional brand name which the Company now produces and markets
through its national distribution network under the ELF brand name.

The Company's lack of capital in the past has limited its ability to pursue
its acquisition strategy. As a result, the Company has expanded its product
lines by establishing a number of co-packing arrangements with companies that
produce complementary specialty food products. Pursuant to these co-packing
arrangements, the Company purchases products produced and packaged by third
parties and resells these products through its national distribution network
under the VITA brand name. Co-packing arrangements permit the Company to expand
or increase its product lines and increase the exposure of the VITA brand name,
but require only a minimal capital investment by the Company. The Company's
co-packing arrangements generally do not include minimum purchase requirements
and permit the Company to purchase only the amount of products that it will be
able to resell. Products which the Company markets pursuant to co-packing
arrangements generally have a percentage gross margin that is one-third lower
than the percentage gross margin of products which are produced and marketed by
the Company.

The Company intends to implement its long-term growth strategy, in part, by
shifting its focus from co-packing arrangements to acquisitions and joint
ventures. The Company believes that acquisitions and joint ventures, although
often requiring a substantial capital investment, will provide the Company with
a better opportunity to increase sales and market share, and to penetrate new
markets than co-packing arrangements. The Company believes that the acquisition
of, or joint ventures with, companies producing complementary specialty food
products will enable the Company to: (i) produce certain products that it
currently purchases from third parties and resells, which the Company expects
will result in increased margins on those products; (ii) produce additional
products which can be sold not only under the VITA brand name but also can be
sold under the private labels of existing customers such as Supermarkets, in
bulk to Institutional Purchasers or under co-packing arrangements to
competitors; and (iii) produce and market products under recognized regional
brand names acquired by the Company. See "Risk Factors -- Broad Discretion in
Application of Proceeds" and " -- Risks Associated with Acquisition Strategy and
Acquisitions Outside the Company's Market Niche."

The Company, as part of its acquisition strategy, has also determined that
it will focus its acquisition and joint venture activities on companies which
produce complementary specialty food products in its market niche: ready-to-eat
refrigerated (or frozen) specialty food products sold to Supermarkets and
Institutional Purchasers. The Company has, in the past, encountered difficulties
when it attempted to expand its product line beyond its market niche and its
management's experience. The Company, through the acquisition of three companies
in the mid-1980's, began to sell "fresh" smoked fish to delicatessens in New
York City. Prior to 1985, the Company did not sell fresh smoked fish products
and had no experience selling directly to delicatessens. The Company believed,
however, that the particularly strong recognition of the VITA brand name in New
York City would compensate for management's lack of prior experience in selling
fresh smoked fish directly to delicatessens. During the next few years, the
Company determined that it had underestimated both the difficulties of entering
the New York City fresh smoked fish market and the long-term difficulties of
effectively competing in this market. Accordingly, the Company determined to
exit this market and refocus its growth strategy on its market niche. The
Company, in exiting this market, combined the operations of two of these
subsidiaries. The surviving subsidiary (the "DEBTOR") subsequently declared
bankruptcy and initiated a Chapter 11 bankruptcy proceeding in the Federal
District Court in the Northern District of Illinois (the "BANKRUPTCY COURT") in
May, 1988. This proceeding was converted to a Chapter 7 bankruptcy proceeding in
July, 1988. A bankruptcy trustee (the "TRUSTEE") was subsequently appointed by
the Bankruptcy Court. In July, 1990 the Trustee filed a complaint in the
Bankruptcy Court against the Company and its directors seeking monetary damages
and equitable relief relating primarily to a purported transfer of the Debtor's
assets before initiating the bankruptcy proceeding. This proceeding was
dismissed by the Trustee in August, 1991 pursuant to a settlement agreement
entered into between the Trustee and the Company and its directors. The Company
sold the third subsidiary in December, 1990. Each of these three companies was a
subsidiary of the Company and Mr. Rubin and Mr. Feldman were the principal
executive officers of each of these companies. In addition, the Company
initiated an arbitration proceeding against the three

<PAGE>
principals of the third company claiming that certain representations and
warranties made in the stock purchase agreement had been breached. In an Award
of Arbitrators dated June 30, 1994, supplemented by a subsequent fee award dated
January 30, 1995, the arbitrators found against the Company on all counts in its
claim, except a portion of one count, and awarded the respondent its legal fees
and expenses, which the Company was required to pay, in the amount of $356,000
(the "ARBITRATION"). See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

NEW PRODUCT STRATEGY

The Company's new product strategy is to continue to introduce and, in some
cases, develop and market new specialty food products under the VITA brand name
that complement its current line of products while at the same time enabling the
Company to expand into products that are less seasonal and appeal to a broader
base of consumers, including younger consumers and health conscious consumers,
than its current products.

DEVELOPMENT/INTRODUCTION. The Company's new products are either products
developed by the Company, products acquired through acquisitions of other
companies, or products marketed under co-packing arrangements or distribution
agreements. The Company introduced "VITA HEAVENLY HOMMUS!" in September, 1996
and introduced the "VITA LEAN Salmon Burger" in November, 1996. The salmon
burger was developed by the Company while the hommus products will be marketed
under a co-packing arrangement. The Company expects these low fat products to
appeal to a broader base of consumers. The Company intends to capitalize on its
national distribution network and the strong recognition of the VITA brand name
as well as its new marketing strategy to generate sales of these products. The
Company believes that through the introduction of new non-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.

New products developed by the Company are developed either internally
through its Quality Control Department or through retaining independent
consultants. New products are also developed with the input of food brokers and
are tested by focus groups for taste and market acceptance. The Company's lack
of capital in the past has limited its product development activities. Upon
completion of this offering, the Company anticipates that its Improved Facility,
additional production equipment and increased availability of financing will
enable it to increase its product development activities. The Company estimates
that it spent approximately $45,000 in 1995 developing new products. See "Risk
Factors -- Risks Associated with Developing New Products."

The Company has introduced new products through the acquisition of
companies producing complementary specialty food products with recognized
regional brand names. Through the Lyon Product Line Acquisition, the Company
added a Scandinavian-style herring that is marketed under the ELF brand name
which is well recognized in the Midwest region of the country. The Company also
introduces new products through its use of co-packing arrangements. Co-packing
arrangements enable the Company to purchase products produced and packaged by
third parties and resell these products through its national distribution
network under the VITA brand name. The Company currently markets its horseradish
products, cocktail and tartar sauces, shrimp cocktail and hommus products under
co-packing arrangements. The Company has also introduced new products by
entering into distributorship agreements. The Company currently distributes
imported Scottish smoked salmon under the ROYAL HIGHLAND and HIGHLAND CREST
brand names pursuant to a distribution agreement.

RECENT NEW PRODUCTS. The VITA LEAN Salmon Burger was developed for the
Company by an independent consultant who has authored over 30 cookbooks. The
salmon burger, which is a blend of smoked salmon and spices, is 97% fat free.
The salmon used in the production of the salmon burger is salmon that the
Company could not previously use in the production of its other salmon products.
The Company is marketing the salmon burger frozen to Supermarkets and
Institutional Purchasers. It is marketed as a low-fat substitute for hamburgers
and is expected to compete directly with turkey burgers and veggie burgers. The
Company believes that the salmon burger will be a less seasonal product and will
appeal to a broader base of consumers than the Company's current products.

VITA HEAVENLY HOMMUS! is marketed by the Company under a co-packing
arrangement. Hommus is a spread made primarily of chickpeas and sesame paste of
Middle Eastern origin that can be used as a snack food or with meals. Hommus was
introduced to the United States mass market within the past five years and is
rapidly

<PAGE>
gaining in popularity. The Company believes that hommus is not a seasonal food
and, accordingly, expects sales of its hommus products to be fairly constant
throughout the year with a slight increase in sales during the summer months.
The Company's hommus products contain no saturated fat and have no cholesterol.
The Company believes its hommus products will appeal to consumers of various
ages and particularly to higher income, health conscious consumers. The
Company's hommus products, packed in eight oz. containers, are available in
eight varieties such as roasted red pepper and garlic, and are sold refrigerated
to Supermarkets and Institutional Purchasers. The Company anticipates that sales
of hommus products will increase as consumers become aware that hommus can be
used as a substitute for cream cheese and spread on bagels, which have become
increasingly popular with consumers in recent years.

MARKETING STRATEGY

The Company's marketing strategy is to expand its use of promotions to both
Supermarkets and Institutional Purchasers, increase consumer advertising, secure
additional shelf space for its products in Supermarkets and expand its
international sales. The Company intends to use a portion of the net proceeds of
this offering to implement this strategy.

PROMOTIONS AND CONSUMER ADVERTISING. The Company intends to use promotions
and consumer advertising to increase sales of its existing products and new
products to Supermarkets and Institutional Purchasers which currently purchase
VITA products as well as those which have not yet purchased VITA products. The
Company currently uses promotions which reduce the price Supermarkets and
Institutional Purchasers pay for certain of its products during a specified
period of time. The Company believes that its products are price sensitive and
that, historically, selective use of promotions has resulted in increased sales
of its products. The Company selectively uses promotions to increase sales made
by food brokers and sales made directly by the Company. However, the Company's
limited capital has prevented it from expanding its use of promotions. The
Company's products are primarily advertised in the circulars and newspaper
inserts distributed by Supermarkets, for which the Company pays a fee. The
Company intends to increase such advertising, particularly during holiday
seasons and in regions west of the Rocky Mountains where the Company intends to
focus future marketing efforts. The Company also intends to participate in a
greater number of food shows to increase its visibility. The Company will
attempt to increase its visibility by encouraging its regional sales managers to
increase their participation in joint local sales calls to Supermarkets and
Institutional Purchasers made by food brokers.

SECURING SHELF SPACE. The Company intends to secure additional shelf space
in Supermarkets for both its existing products as well as its new products. The
Company secures additional shelf space primarily by paying the fees charged by
Supermarkets for such shelf space. The Company also secures additional shelf
space by using more aggressive promotions at targeted Supermarkets or by selling
its products through food brokers to food distributors that have access to shelf
space for resale to Supermarkets. The Company, throughout its history, has
incurred, and continues to incur, costs associated with securing additional
shelf space for its products. The Company's ability to pay the costs associated
with securing additional shelf space has been limited by its available capital.
The Company believes that its payment of such costs, when warranted, has helped
contribute to the development of its national distribution network of food
brokers and that future payments of such costs will further strengthen its
distribution network. The Company also believes that it has benefited by adding
additional shelf space in the past and will continue to increase sales by adding
additional shelf space in the future.

INTERNATIONAL SALES. The Company believes that international markets
provide an additional opportunity to increase sales of its herring and salmon
products. In 1995, international sales constituted less than one percent of the
Company's gross sales. The Company intends to pursue additional international
sales opportunities in a number of foreign markets including, among others,
Canada, Central America, Mexico, Europe and South America, by capitalizing on
the international growth of both wholesale clubs and institutional distributors
which currently purchase or distribute the Company's products. The Company
believes that by capitalizing on the international growth of its current
customers, the total cost incurred to increase international sales will not
exceed the total cost incurred to achieve a comparable increase in sales in the
United States. The Company believes that the costs incurred in using promotions
and consumer advertising to increase international sales may be higher than the
costs incurred to achieve a comparable increase in sales in the United States
but that such costs will be partially offset because Supermarkets in certain
countries, such as Canada, do not charge fees to secure shelf space. The Company
will initially focus on increasing sales of its products in Canada where the
Company believes that the

<PAGE>
VITA brand name is recognized by consumers. The Company began marketing VITA
brand herring products and shrimp cocktail, that it produces, to Supermarkets in
the Canadian provinces of Ontario and Quebec in December, 1996.

PRODUCTS

The Company's products include herring products and cured and smoked salmon
products and a variety of related ready to eat specialty food products. Most of
the Company's products are refrigerated and can be located in either the dairy
department, meat and fish department or deli department 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 other specialty
products is increasing. Consumption of fresh and frozen seafood in the United
States is increasing, especially consumption of salmon. This increase contrasts
with the consumption of beef and pork which is declining and has been declining
for at least the last five years. All of the Company's salmon and herring
products and most of its other specialty food products are kosher and receive
the u symbol of certification from the Orthodox Union. The Company also
receives the u 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. See "Business -- Products." According
to the National Kosher Food Trade Association in New York, the market for kosher
foods is almost two billion dollars annually and growing at more than ten
percent a year. 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 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.

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. The Company believes it is the only producer of herring products to
offer two different taste profiles, an Eastern European taste and a Scandinavian
taste. 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
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.

SALMON

The Company, using only premium and quality grades of salmon primarily from
Southeastern Alaska and Canada, cures and slices the salmon, most of which is
then smoked. 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. Salmon consumption
has been increasing over the past five years and salmon now represents the
fourth most popular type 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 Pastrami Salmon." The
Company also distributes imported Scottish smoked salmon under the "ROYAL
HIGHLAND" and "HIGHLAND CREST" licensed brand names.

OTHER SPECIALTY PRODUCTS

The Company sells a number of spreads and condiments, including horseradish
products, cream cheese with smoked salmon, cocktail and tartar sauces, shrimp
cocktail and hommus products. These products are used as

<PAGE>
appetizers, snacks, and condiments to accompany light meals and holiday trays.
Some of these products are produced and marketed by the Company under the VITA
brand name and others are marketed by the Company, but produced by third parties
pursuant to co-packing arrangements.

PRODUCT DISTRIBUTION AND SALES

The Company's specialty food products are currently sold through a national
distribution network of approximately 50 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 a important factor in the Company's ability to introduce new products into
the marketplace.

The Company's regional sales managers oversee its national distribution
network. The Company employs five 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 VITA 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 it 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. In 1995, the retail
market, consisting of Supermarkets accounted for approximately 80% of the
Company's net sales while Institutional Purchasers accounted for the remaining
20% of net sales. Approximately 90% of the Company's net sales to Supermarkets
are made through food brokers while the remaining 10% of net sales to
Supermarkets are made directly by the Company. Products purchased through food
brokers by Supermarkets that are shipped directly to the Supermarkets'
warehouses accounted for 65% of the 90% of net sales to the retail market.
Products purchased through food brokers by food distributors for resale to
Supermarkets accounted for 35% of the 90% of net sales to the retail market.
Approximately 90% of the Company's net sales to Institutional Purchasers are
made through food brokers, including international distributors, while the
remaining 10% of net sales are made to Institutional Purchasers directly by the
Company.

CUSTOMERS/SALES BY REGION

The Company's customers include large regional supermarket chains and
wholesale clubs throughout the country. The Company had net sales of $21.4
million in 1995. The Company's products sold under the VITA brand name are
particularly well known in New York City and the surrounding metropolitan area
("NYC"). Approximately 13% of the Company's 1995 net sales were to customers
located in NYC, including Waldbaum's, A & P, Shop-Rite and Supermarket General.
Approximately 17% of the Company's 1995 net sales were to customers located in
the Northeast, excluding NYC, including Stop & Shop, Shaw's and Wegman's.
Approximately 25% of the Company's 1995 net sales were to customers in the
Southeast, including Publix and Winn-Dixie. Approximately 32% of the Company's
1995 net sales, including sales of the ELF brand of herring, were to customers
located in the Midwest, including Super Valu, Jewel, Dominick's and Meijer's.
Approximately 13% of the Company's 1995 net sales were to customers located in
the West, including Safeway, Fred Meyer and Albertson's.

<PAGE>
The Company's largest customer represented 12% and 11% of its net sales in
1995 and 1994, respectively. This customer is a large supermarket chain with
five regional divisions located in the Southeast. The purchasing decisions of
each regional division are made independently. The Company does not have a
long-term contractual relationship with this customer. The Company believes the
loss of this customer would have a material adverse affect on the Company's
business, financial condition and results of operations. However, the Company
believes the loss of this customer is unlikely. In addition, because each
regional division makes its purchasing decisions independently, the Company
believes that it is not likely to lose all of the divisions even if it were to
lose one or more of such divisions. See "Risk Factors -- Dependence on Major
Customers."

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. See "Risk Factors -- Dependence on Major Customers."

PRODUCT RETURN POLICY

The Company guarantees the sale of its products sold in Supermarkets, which
sales represent approximately 80% of all the Company's sales. This guarantee
helps ensure that consumers receive fresh products. Under the guarantee,
products not sold before their 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 has established a reserve to be used for credits for product returns and
believes, based on its historical return rates which have been fairly consistent
over the past several years, that this reserve is adequate to fund all
foreseeable product return credits.

PRODUCTION

PRODUCTION FACILITY

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 contiguous 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. The Company stores and distributes its products through 30
warehouse facilities owned by third parties which are located throughout the
United States.

During the next 12 to 18 months, the Company anticipates either purchasing
or constructing an Improved Facility. The Company believes the Improved Facility
is necessary to implement the Company's growth strategy and will result in
increased production capacity, increased production efficiencies, additional
internal storage facilities and other overall cost savings. The Company believes
that these overall cost savings can be achieved through, among the things, the
use of improved water treatment facilities in the Improved Facility that the
Company expects to reduce or eliminate the user charges it currently pays and
the availability of increased internal storage facilities in the Improved
Facility which the Company expects to decrease the costs of using outside
storage facilities. However, the Company may experience delays in all aspects of
its operations and incur substantial unanticipated costs in either purchasing or
constructing an Improved Facility. There can be no assurance that the Company
will not encounter quality or capacity difficulties, or experience production
delays, in connection with the anticipated purchase or construction of an
Improved Facility. These factors could have an adverse short-term effect on the
Company's results of operations. The Company intends to partially finance this
purchase or construction of an Improved Facility with approximately $1,200,000
to $1,500,000 of the net proceeds of this offering. The Company currently
anticipates obtaining the additional required funds that are projected to be
between $4,000,000 to $7,000,000, through the use of one or more financing
options which may include, among others, conventional bank financing, industrial
revenue bond financing, and, possibly, tax incentives for Empowerment Zones and
Enterprise Communities to the extent available. No assurance can be given that
any of these financing options will be available on terms acceptable to the
Company, if at all. See "Risk Factors -- Risks Associated with Purchase or
Construction of Improved Facility" and "Use of Proceeds."

<PAGE>
SUPPLIERS

The Company relies on outside suppliers for its herring and salmon
requirements. The Company currently purchases most of its herring from Barry's
Limited (the "SUPPLIER"), a specialty herring harvester and processor located in
Canada, pursuant to a supply agreement. The Company has been purchasing herring
from the Supplier since the Company began operations over 65 years ago. Under
the agreement, the Supplier has the option to supply 90% of the Company's annual
requirements for herring, provided it sells the herring at the same prices which
the Company would pay if it purchased herring elsewhere. The Supplier guarantees
the first priority of supply of herring to the Company, in an amount necessary
to satisfy the Company's requirements. The Company currently purchases its
salmon from a number of sources. The Company believes that there are other
suppliers of herring and salmon from which the Company could meet its
requirements, if necessary. Pursuant to a distributorship agreement, the Company
distributes imported Scottish smoked salmon under the licensed brand names ROYAL
HIGHLAND and HIGHLAND CREST. See "Business -- Intellectual Property." Any
significant interruption in the supply of or in the quality of the herring or
salmon provided by its suppliers or the salmon products supplied by the
distributor could have a material adverse effect on the Company's business and
results of operations. The Company believes that supplies of the other
ingredients used in the Company's products are readily available and that there
are a number of suppliers of these ingredients that could meet its requirements
if its current suppliers were unable to do so. See "Risk Factors -- Fluctuations
in Cost and Supply of Herring and Salmon" and
" -- Dependence on Suppliers/Sole Herring Supplier."

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 two full-time employees in its Quality Control
Department. The primary responsibility of these employees is to insure the
quality of VITA brand name products by overseeing the production process and by
frequent testing of the consistency of the products as they are produced. 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 and cured and salmon products as
well as its other specialty products based primarily on product quality and
price. Although the Company's competitors are primarily 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 Lasco, Mama's and
Nathan's, among others. The Company believes it is the only independent company
with national distribution capabilities in this market. See "Risk
Factors -- Product Concentration Risk" and " -- Competition."

ENVIRONMENTAL MATTERS

<PAGE>
based on the Company's experience in resolving appeals in prior years and on
estimates provided by an independent consultant. If the Company is not
successful in its appeal, the Company would be required to pay an additional
$300,000 in user charges. The Company believes that the eventual liability will
not materially exceed its presently established accruals and that any potential
additional liability will not be significant and will not have a material
adverse effect on the Company's business, financial condition or results of
operations.

If the level of FOGs entering the waste water treatment system exceed 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 level of FOGs resulting from the
Company's production process has occasionally exceeded this specified level in
the past on a temporary basis but not for any extended period of time. The
Company has no reason to believe that this level will be exceeded for any
extended period of time in the future. The District has not in the past
initiated, or threatened to initiate, proceedings against the Company. The
Company has no reason to believe the District will do so in the future if the
specified level of FOGs is exceeded on a temporary basis. The Company has
employed a consultant to assist in its user charge appeals and to recommend
methods to reduce the level of BODs and FOGs entering the waste water treatment
system. The Company expects the purchase or construction of an Improved Facility
to significantly decrease or eliminate BODs and, therefore, reduce the user
charges. The Company also uses a number of smokers in the ordinary course of its
production process. The Company is not aware of any pending or threatened claim
involving violation of environmental or occupational safety and health laws and
regulations. See "Risk Factors -- Environmental Compliance."

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. 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. Based upon its ability to maintain a significant share of the
national market for refrigerated herring products and cured and smoked salmon
products, the Company believes the "VITA" brand name and trademark has a
substantial amount of goodwill associated with it. The Company believes the VITA
mark and its accompanying design are critical to its ability to market new
products and to its marketing strategy in general. In addition, the Company
intends to apply for a federal trademark for the name "VITA" without the
accompanying design.

The Company has also licensed certain brand names, such as ELF, ROYAL
HIGHLAND and HIGHLAND CREST. Based on sales of the herring products marketed
under the "ELF" trademark, the Company believes there is widespread consumer
recognition of that brand name in the Midwest region of the country. The Company
obtained all of Lyon Food's rights to the "ELF" trademark in connection with
herring and smoked fish products pursuant to the Lyon Product Line Acquisition.
Lyon Food licensed the right to use the "ELF" trademark in connection with
herring products from Food Marketing Corp. pursuant to the terms of a letter
agreement (the "LETTER AGREEMENT"). Ownership of the "ELF" trademark was
transferred by Food Marketing Corp. to SuperValu, Inc., which affirmed Lyon
Food's right to use the mark as set forth in the Letter Agreement and consented
to the 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 has licensed the ROYAL HIGHLAND and HIGHLAND CREST brand names, under
which the Company distributes imported Scottish smoked salmon. The Company
believes that these brand names will develop substantial goodwill over time. The
Company has the right to use the HIGHLAND CREST and ROYAL HIGHLAND brand names
under the terms of an exclusive distributorship agreement that expires in
December, 1999, but is renewable for successive 5-year intervals upon written
agreement of both parties. The Company sells its hommus products under the
recently applied for federal trademark "HEAVENLY HOMMUS!," and sells its salmon
burger under the recently applied for federal trademark "VITA LEAN." 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.

<PAGE>
PRODUCT LIABILITY INSURANCE

The Company currently maintains product liability insurance for its
products with limits of $1,000,000 per occurrence and $5,000,000 in the
aggregate, per annum. 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. See "Risk Factors -- Risk of Product Recall; Product
Liability."

EMPLOYEES

At September 30, 1996, the Company had 116 full-time employees, including
14 administrative employees, seven sales and marketing employees, 90 production
employees and five maintenance employees. Additionally, approximately 80 workers
are hired on a temporary basis each year to meet seasonal production demands.
All production employees are represented by the Local 546 United Food &
Commercial Workers, International Union and the five maintenance employees are
represented by the Local 399 International Union of Operating Engineers. The
Local 546 collective bargaining agreement expires, unless renewed, in April,
1997 and the agreement covering the Local 399 collective bargaining agreement
expires, unless renewed, in March, 1997. The Company has not experienced any
work stoppages since the Company was acquired by the present shareholders in
1982. The Company considers its relations with its employees to be good.

FACILITIES

The Company's facility is located on 125,600 square feet of contiguous
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. Pursuant to the Bank Credit Facilities, ANB has a mortgage on
this facility. The Company intends to purchase or construct an Improved
Facility. See "Business -- Production" and "Risk Factors -- Risks Associated
with Purchase or Construction of Improved Facility."

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.

<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors, nominees, and executive officers of the Company, and their
ages as of October 31, 1996, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
<S> <C> <C>
Stephen D. Rubin 57 President and Director
Clark L. Feldman 61 Executive Vice President, Secretary
and Director
Jay H. Dembsky 35 Vice President, Chief Financial
Officer and Treasurer
Sam Gorenstein(2) 49 Director
Jeffrey Rubenstein(1) 54 Director
Neal Jansen(1) 59 Director
Michael Horn(2) 60 Director
Steven A. Rothstein 46 Nominee for Director
</TABLE>

(1) Member of the Audit Committee

(2) Member of the Compensation Committee

MR. RUBIN has served as a director and President of the Company since 1982.
Mr. Rubin is responsible for the overall operations of the Company with an
emphasis on production, finance and quality control. Previously, Mr. Rubin was
the owner and chief operating officer of several other companies which included
food, manufacturing and industrial companies. Mr. Rubin received a B.B.A. from
the University of Wisconsin and a J.D. from the University of Wisconsin Law
School.

MR. FELDMAN has served as a director and Executive Vice President and
Secretary of the Company since the Company was acquired in 1982. Mr. Feldman has
an extensive background in strategic financial planning and marketing and is
responsible for all sales personnel, including brokers. Mr. Feldman received a
B.S. from Indiana University.

MR. DEMBSKY became Vice President, Chief Financial Officer and Treasurer of
the Company in October, 1996 and is responsible for all financial matters for
the Company. From 1988 until joining the Company in 1996, Mr. Dembsky held a
number of positions with Duff & Phelps, LLC, a corporation valuation advisory
and investment banking firm. Mr. Dembsky served as a Vice President of Duff &
Phelps, LLC, from 1992 to 1996. Mr. Dembsky has a 12-year background in
corporate finance, accounting, and strategic and financial planning and received
his CPA certification in 1984 and CFA certification in 1991. Mr. Dembsky
received a M.M. from the J.L. Kellogg Graduate School of Management at
Northwestern and a B.S. from the Wharton School of the University of
Pennsylvania.

MR. GORENSTEIN has served as a director of the Company since February,
1990. For the past 20 years, Mr. Gorenstein has served as Secretary of Three G
Care Management, Inc., a nursing home management company. Mr. Gorenstein is also
a major shareholder of Three G Care Management, Inc. Mr. Gorenstein attended the
University of Manitoba in Winnipeg, Canada.

MR. RUBENSTEIN has served as a director of the Company since November,
1984. For the past five years Mr. Rubenstein has been a principal in the law
firm of Much Shelist Freed Denenberg Ament Bell & Rubenstein, P.C. Mr.
Rubenstein is also currently a director of Miller Building Systems, Inc. and
Selfix, Inc. Mr. Rubenstein received an A.B. and a J.D. from the University of
Michigan and an L.L.M in taxation from John Marshall Law School.

MR. JANSEN has served as a director of the Company since April, 1983. Mr.
Jansen is currently a self-employed consultant in the food industry. From 1986
to 1996, he served as President and CEO of Pies, Inc. and was a major
shareholder until it was sold to Flowers Industries in 1991. Prior to 1986 he
was President of Gordon Fleming and Associates, a food brokerage company in
Minnesota, and a Senior Vice President of Red Owl Stores, Inc., a large
Midwestern supermarket chain. Mr. Jansen received a B.A. from St. Norbert
College and an M.B.A. from Michigan State University.

<PAGE>
MR. HORN has served as a director of the Company since April, 1983. For the
past six years, Mr. Horn, as the largest shareholder of Save More Foods
Supermarkets and a significant shareholder of Performance Foods of Wisconsin,
Inc., has acted in a management advisory role to both companies. Prior to that
Mr. Horn was president of the Green Bay Division of Super Valu Stores, Inc., a
national grocery food wholesaler and distributor. Mr. Horn is also a Vice
President and a director on the Executive Committee of the Green Bay Packer Hall
of Fame. Mr. Horn has a B.A. degree in business from the University of Minnesota
at Duluth.

MR. ROTHSTEIN, or an individual designated by the Representatives, will be
appointed to the Board of Directors effective upon the closing of this offering
if requested by the Representatives. Mr. Rothstein has been Chairman of the
Board of National Securities Corporation, a securities broker-dealer and a
Representative of the Underwriters, since 1995. From 1994 to 1995, Mr. Rothstein
was employed by H.J. Meyers & Co., a securities broker-dealer, and from 1992 to
1994, he was employed by Rodman and Renshaw, a securities broker-dealer, in both
cases as a Managing Director. From 1989 to 1992, Mr. Rothstein served as a
Managing Director of Oppenheimer & Co., a securities broker-dealer. From 1979 to
1989, Mr. Rothstein was a limited partner of Bear Stearns & Co., a securities
broker-dealer. Mr. Rothstein currently is a director of SigmaTron International,
Inc. and New World Coffee, Inc., both of which are publicly held companies. Mr.
Rothstein is being appointed as the designee of the Representatives. Mr.
Rothstein received an A.B. from Brown University in Providence, Rhode Island.
See "Underwriting."

The Company's Bylaws provide that the authorized number of directors of the
Company must be no less than six (6) and no more than ten (10). The number of
authorized directors, which is currently six, may be set from time to time
within this range by either the Board of Directors or the affirmative vote of a
majority of the Company's shareholders. Directors are elected annually to serve
until the next annual meeting of shareholders and until their successors are
elected and qualified. Executive officers are elected annually by the Board of
Directors and serve at the Board's discretion, subject to any written employment
agreements with the Company.

BOARD COMMITTEES

The Compensation Committee consists of Messrs Gorenstein and Horn. The
Compensation Committee establishes salaries, incentives and other forms of
compensation for officers and other employees, administers incentive
compensation and benefit plans, including the Company's 1996 Stock Option Plans
and the Stock Purchase Plan and recommends policies relating to such plans.

The Audit Committee consists of Messrs. Rubenstein and Jansen. The Audit
Committee, which meets periodically with management and independent auditors,
reviews the results and scope of audits and other services provided by the
Company's independent auditors. The Audit Committee also evaluates the need for
internal auditing procedures and the adequacy of internal controls.

COMPENSATION OF DIRECTORS

STANDARD COMPENSATION

Directors who are not employees of the Company or its subsidiaries receive
$1,000 for each meeting of the Board of Directors or committee meeting that they
attend, plus reimbursement of any expenses that they incur with respect to
attendance at such meetings. In addition, non-employee directors are eligible to
participate in the 1996 Stock Option Plan for Non-Employee Directors. Directors
who are employees of the Company serve as directors without compensation.

1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

The Company's 1996 Stock Option Plan for Non-Employee Directors (the
"DIRECTOR PLAN") was adopted by the Board of Directors in September, 1996 and
was approved by the shareholders in September, 1996. A total of 75,000 shares of
Common Stock have been authorized for issuance under the Director Plan. Each
non-employee director of the Company, including Mr. Rothstein (if he is
appointed to the Board of Directors), will be automatically granted an option to
purchase 2,000 shares of Common Stock on the closing date of this offering. Each
non-employee director, other than Mr. Rothstein, who becomes a director after
the date of this Prospectus will be automatically granted, as of the first
business day following the non-employee director's election or appointment, a
non-qualified option to purchase 2,000 shares of Common Stock. Each non-employee
director will automatically receive on the first business day of each fiscal
year, beginning with the 1998 fiscal year, an

<PAGE>
additional non-qualified option to purchase 2,000 shares of Common Stock. In the
event of a change in capitalization of the Company, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, dividend, stock split,
reverse stock split, spin-off, split-off or other distribution with respect to
such shares of Common Stock, or other securities, an appropriate and
proportionate adjustment will be made in (i) the maximum number and kind of
shares reserved for issuance under the Director Plan, (ii) the number and kind
of shares or other securities subject to then outstanding options under the
Director Plan, and (iii) the price of each share subject to any then outstanding
options under the Director Plan. The exercise price of all options granted under
the Director Plan will be equal to the fair market value of the Common Stock on
the date of grant. No option grant under the Director Plan may be exercised
before the expiration of the fiscal year for which it was granted, provided that
any option granted under the Plan shall become immediately exercisable upon the
retirement of the Director because of age, death or disability. All such options
will expire ten years from the date of grant unless terminated sooner pursuant
to the provisions of the Director Plan. The Board may amend the Director Plan at
any time, subject to certain limitations included in the Director Plan. The
Director Plan will terminate in September, 2006.

EXECUTIVE COMPENSATION

The following table shows certain information concerning the compensation
of the Chief Executive Officer and each other executive officer of the Company
where aggregate compensation for services in all capacities rendered during the
year ended December 31, 1995 exceeded $100,000 (collectively the "NAMED
EXECUTIVE OFFICERS.").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
<S> <C> <C> <C> <C>
Stephen D. Rubin 1995 $207,001 $15,000 $24,154
President, Treasurer and Director 1994 $207,785 0 $23,518
1993 $196,385 $25,000 $32,984
Clark L. Feldman 1995 $218,068 $15,000 --
Executive Vice President, 1994 $219,473 0 --
Secretary and Director 1993 $219,473 $25,000 --
</TABLE>

(1) This column reflects perquisite compensation which exceeds the lesser of
$50,000 or 10% of the Named Executive Officer's total salary and bonus. For
fiscal years ended December 31, 1995, 1994, and 1993, respectively, Mr.
Rubin's perquisites included $8,505, $11,042 and $20,254 for lease payments
for a car which were paid by the Company. For the fiscal year ended December
31, 1995, Mr. Rubin's perquisites included $7,644 for health insurance
payments for Mr. Rubin's family members which were paid by the Company.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During the year ended December 31, 1995, the Company's Board of Directors
established the levels of compensation for certain of the Company's executive
officers prior to the formation of the Compensation Committee. The current
members of the Company's Compensation Committee are Messrs. Gorenstein and Horn.
During 1995, neither of these individuals served as an officer or employee of
the Company.

EMPLOYMENT AGREEMENTS

The Company has entered into a three-year employment agreement with both
Mr. Stephen D. Rubin and Mr. Clark L. Feldman effective as of the date of this
Prospectus (the "EMPLOYMENT AGREEMENTS"). The terms of the Employment Agreements
are identical except for the capacity in which Mr. Rubin and Mr. Feldman are
employed. Under the Employment Agreements, the Company agrees to employ Mr.
Rubin as its President and Mr. Feldman as its Executive Vice President, each at
a salary of $215,000 per year (adjusted for cost of living increases) plus
certain additional perquisites, not to exceed $30,000 per year, including, among
other things, a car payment allowance, reimbursement of country club or health
club membership dues and expenses, the right to

<PAGE>
designate a charitable contribution to be paid by the Company and a
non-accountable business expense allowance. The Employment Agreements also
provide that Mr. Rubin and Mr. Feldman may receive an annual bonus based on
Company and individual performance as determined by the Board of Directors and
the Compensation Committee and a special bonus for any consulting work developed
by Mr. Rubin or Mr. Feldman as determined by the Board of Directors. The
Employment Agreements provide for termination of Mr. Rubin or Mr. Feldman (i)
for "cause" as defined in the Employment Agreements, (ii) upon Mr. Rubin's or
Mr. Feldman's death or "total disability," as defined in the Employment
Agreements, or (iii) if Mr. Rubin or Mr. Feldman terminates his employment
because of a breach of the Employment Agreements by the Company. The Employment
Agreements contain provisions that restrict Mr. Rubin's and Mr. Feldman's
ability to compete with the Company or solicit its employees or customers for a
specified period following the termination of their employment.

The Company and Mr. Jay H. Dembsky, in connection with his employment as
the Company's Chief Financial Officer, have signed a letter agreement which
provides that the parties will enter into a two-year employment agreement
containing provisions which are substantially similar to the provisions of the
Employment Agreements of Mr. Rubin and Mr. Feldman except that Mr. Dembsky will
receive: (i) a salary of $110,000 per year with a guaranteed bonus of $20,000 in
1997; (ii) options to purchase 80,000 shares of Common Stock at the initial
public offering price per share less the underwriting discount and pro rata
portion of the non-accountable expense allowance per share set forth on the
cover page of this Prospectus, which will vest in 20% increments over a 5-year
period; and (iii) a payment in an amount equal to twice his salary and bonus for
the previous fiscal year in the event of change in control of the Company.

1996 EMPLOYEE STOCK OPTION PLAN

The Company's 1996 Employee Stock Option Plan (the "STOCK OPTION PLAN") was
adopted by the Board of Directors in September, 1996 and was approved by the
shareholders in September, 1996. The purpose of the Stock Option Plan is to
attract and retain qualified personnel, to provide additional incentives to
employees of the Company and to promote the success of the Company's business. A
total of 325,000 shares of Common Stock have been authorized for issuance under
the Stock Option Plan. The Stock Option Plan provides for the granting to
employees, including directors who are employees, of incentive stock options and
nonstatutory stock options. As of the date of this Prospectus, no options have
been granted under the Stock Option Plan except that the Company's Chief
Financial Officer was granted options to purchase 80,000 shares of Common Stock
on October 14, 1996 at the initial public offering price per share less the
underwriting discount and pro rata portion of the non-accountable expense
allowance per share set forth on the cover page of this Prospectus which vest in
20% increments over a 5-year period.

The Stock Option Plan is administered by the Board of Directors, unless the
Board of Directors delegates administration to a committee of disinterested
directors. No vesting schedule is required under the Stock Option Plan, provided
that each option shall vest and become exercisable at the rate of not less than
20% per year over five years from the date such option is granted. The maximum
term of a stock option under the Stock Option Plan is ten years, but if the
optionee at the time of grant holds more than 10% of the voting power of the
Company's outstanding capital stock, then the maximum term of an incentive stock
option is five years. The exercise price of incentive stock options granted
under the Stock Option Plan must be at least equal to 100% (or 110% with respect
to holders of more than 10% of the voting power of the Company's outstanding
capital stock) of the fair market value of the Common Stock subject to the
option on the date of grant. The exercise price of non-qualified stock options
granted under the Stock Option Plan is determined by the Board of Directors but
must not be less than 85% of the fair market value of the Common Stock subject
to the option on the date of grant. Options granted under the Stock Option Plan
are generally non-transferable. The exercise price may be paid in cash, check,
promissory note or any other form of consideration if authorized by the Board of
Directors in connection with the grant of an option.

Each outstanding option shall become fully exercisable, unless such options
are assumed, in connection with a dissolution or liquidation of the Company, a
merger or consolidation in which the Company is not the surviving corporation,
or as a result of which the outstanding shares of the Company's Common Stock are
exchanged for or converted into cash or property or securities not of the
Company.

Options generally terminate thirty days after termination of the optionee's
employment unless such termination is caused by the permanent disability or
death of the optionee. The Stock Option Plan may be amended at any time by the
Board of Directors, although certain amendments would require stockholder
approval. The Stock Option Plan will terminate in September, 2006, unless
earlier terminated by the Board of Directors.

<PAGE>
1996 EMPLOYEE STOCK PURCHASE PLAN

The Company's 1996 Employee Stock Purchase Plan (the "STOCK PURCHASE PLAN")
was adopted by the board of directors in September, 1996 and was approved by the
shareholders in September, 1996. A total of 150,000 shares of Common Stock have
been authorized for issuance under the Stock Purchase Plan. No shares have been
issued under the Stock Purchase Plan. The Stock Purchase Plan, which is intended
to qualify under Section 423 of the Internal Revenue Code of 1986, as amended
(the "CODE"), will be administered by the Board of Directors of the Company or
by a committee appointed by the Board of Directors. Under the Stock Purchase
Plan, the Company will withhold a specified percentage (not to exceed 15%) of
each salary payment to participating employees over certain offering periods.
Any employee who is currently employed for at least 20 hours per week and for at
least five consecutive months in a calendar year, either by the Company or by a
majority-owned subsidiary of the Company, will be eligible to participate in the
Stock Purchase Plan. Unless the Board of Directors or its committee determines
otherwise, each offering period will run for 24 months and will be divided into
four consecutive purchase periods of approximately six months. Unless the Board
of Directors or its committee determines otherwise, the first offering period
and the first purchase period will commence on the date of this Prospectus. New
24-month offering periods will commence every six months thereafter. In the
event of a change in control of the Company, including a merger or sale of
substantially all of the Company's assets, each option under the Stock Purchase
Plan may be assumed by any successor corporation, or the offering periods then
in progress may be shortened and all options automatically exercised. The price
at which Common Stock will be purchased under the Stock Purchase Plan is equal
to 85% of the fair market value of the Common Stock on the first trading day of
the applicable offering period or the last day of the applicable purchase
period, whichever is lower. Employees may end their participation in the
offering at any time during the offering period, and participation ends
automatically on termination of employment with the Company. The maximum number
of shares that a participant may purchase on the last day of any offering period
is determined by dividing the payroll deductions accumulated during the offering
period by the purchase price. However, no person may purchase shares under the
Stock Purchase Plan to the extent such person would own 5% or more of the total
combined value or voting power of all classes of the capital stock of the
Company or of any of its subsidiaries, or to the extent that such person's
rights to purchase stock under all employee stock purchase plans would accrue at
a rate that exceeds $25,000 worth of stock for any calendar year. The Stock
Purchase Plan will terminate in September, 2006.

LIMITATIONS ON DIRECTORS' AND OFFICERS' LIABILITY AND INDEMNIFICATION

The Company's Articles of Incorporation limit the personal liability of
directors to the fullest extent permitted by Nevada law. Nevada law provides
that directors or officers of a corporation will not be personally liable for
damages for breach of their fiduciary duties as directors or officers, except
liability for (i) acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law or (ii) unlawful payments of dividends. Such
limitation of liability does not apply to liabilities arising under the federal
securities laws and does not affect the availability of equitable remedies such
as injunctive relief or rescission. In addition, the Company's Articles of
Incorporation provide that the Company shall to the fullest extent permitted by
Nevada law, indemnify any and all persons whom it shall have the power to
indemnify under Nevada law from and against any and all expenses, liabilities or
other matters referred to or covered by Nevada law. This indemnification is in
addition to any other rights of indemnification to which such persons may be
entitled under the Company's by-laws, any agreement or vote of shareholders or
disinterested directors.

The Company's By-laws provide that the Company shall indemnify its
directors, and officers, employees and other agents for certain expenses
(including attorneys' fees), judgments, fines, and settlement amounts incurred
by any such person in connection with any action or proceeding, including any
action by or in the right of the Company, arising out of such person's services
as a director, officer, employee or agent of the Company or any other company or
enterprise to which such person provides services at the request of the Company
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company. The
Company's By-laws also permit it to secure insurance on behalf of any director,
officer, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless of whether the By-laws would permit
indemnification.

At present there is no pending litigation or proceeding involving a
director or officer of the Company in which indemnification is required or
permitted, and the Company is not aware of any threatened litigation or
proceeding that may result in a claim for such indemnification. The Company
believes that the indemnification provisions in its Article of Incorporation and
By-laws are necessary to attract and retain qualified persons as directors and
officers. The Company does not have any separate indemnification agreements with
its directors or officers.

<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to the initial purchase of the Company from Dean Foods in 1982,
the Company borrowed money at an interest rate of 10% per annum from certain
officers, directors and Company shareholders, evidenced by ten year unsecured
promissory notes entered into in March, 1982 (the "ORIGINAL NOTES") in the
following original principal amounts: (i) Stephen D. Rubin -- $98,591; (ii)
Clark L. Feldman -- $49,483; (iii) Sam Gorenstein -- $20,894; (iv) David
Gorenstein -- $20,894; (v) James Rubin -- $24,741; (vi) Edward Levine -- $9,897;
and (vii) Sachnoff Weaver & Rubenstein, Ltd. -- $11,842. The principal amounts
of all Original Notes remain outstanding except for the Original Note to
Sachnoff Weaver & Rubenstein, Ltd. which has been repaid. The scheduled maturity
of the Original Notes was extended for five years to February, 1997 by a
resolution of the Board of Directors in February, 1992 and was extended an
additional three years to February, 2000 by a resolution of the Board of
Directors in September, 1996. The Company borrowed additional amounts at an
interest rate of 8% per annum, evidenced by promissory notes dated February 1,
1993 (the "1993 NOTES") in the following original principal amounts: (i) Stephen
D. Rubin -- $52,500; (ii) Clark L. Feldman -- $26,250; (iii) Sam Gorenstein --
$11,037; (iv) David Gorenstein -- $11,037; (v) Edward Levine -- $5,225; and (vi)
Jeffrey C. Rubenstein -- $3,750; (vii) Arnold Pagniucci -- $460; and (viii)
Philip Wong -- $200. The principal amounts of the 1993 Notes remain outstanding
except the 1993 Notes to Mr. Pagniucci and Mr. Wong which have been repaid and
the 1993 Note to Mr. Feldman which was partially repaid and has a remaining
balance of $7,105. The scheduled maturity of the 1993 Notes is December 31,
1998. Interest on the Original Notes and the 1993 Notes is currently being paid
by the Company. The Bank Agreement required those officers, directors and
shareholders owning the 1993 Notes (the "1993 NOTEHOLDERS") to enter into
Subordination Agreements dated March 20, 1995 (the "SUBORDINATION AGREEMENTS")
subordinating the 1993 Notes to any amounts which the Company owes to ANB under
the Bank Agreement. The Subordination Agreements allow the Company to pay the
1993 Noteholders currently accruing interest as long as the Company is not in
default under the Bank Agreement. The 1993 Noteholders also have a security
interest in Company property, pursuant to a Security Agreement dated March 20,
1995 provided, however, that the security interest of the 1993 Noteholders is
subordinated to the security interest of ANB.

Certain shareholders, officers and directors also participated in the loan
from ANB to the Company pursuant to the Bank Agreement. Each participant is
entitled to the same rate of interest to which ANB is entitled, 5/8% over ANB's
prime rate. Subordinated Participation Agreements dated July 10, 1995 (the
"PARTICIPATION AGREEMENTS") were entered into by with these officers, directors
and shareholders in the following amounts: (i) Stephen D. Rubin -- $125,430;
(ii) Clark L. Feldman -- $62,700; (iii) Jeffrey Rubenstein -- $15,000; (iv)
Edward Levine -- $12,539; and (v) James Rubin -- $31,356. The Participation
Agreements document each participant's purchase of a subordinated participation
in the loan in those amounts. The interest payments due each participant are
subordinate to the rights of ANB, and upon default or certain other events, the
participants will receive their payment of principal after all payments have
first been made to ANB. Upon 30 days' written notice, ANB may repurchase any or
all of these loan participant's outstanding principal balance in the ANB loan
for a purchase price equal to the outstanding principle balance plus accrued
interest less expenses. The participants are currently being paid interest
pursuant to the Participation Agreements by ANB. In addition, the Company has
determined that each participant is entitled to an additional interest payment
of 6% per annum on the amounts subject to the Participation Agreements. The
Company is not currently paying this interest but is reflecting it as accrued
interest. The Participation Agreements terminate on the maturity date of the
Bank Agreement.

The Bank Agreement also required full payment of the balance due on two
equipment leases, pursuant to which the Company leased certain equipment from
the Rubin Feldman Equipment Leasing Partnership, wholly owned by Stephen Rubin
and Clark Feldman. The lease agreements leased the equipment without warranties
and retained ownership of the equipment with the partnership. The first lease
was for five years with 60 monthly payments of $3,003. The second lease was for
three years with 36 monthly payments of $1,930. The remaining balances on these
leases of $42,700 and $34,500 were repaid on March 20, 1995.

On February 26, 1990, David Gorenstein, Sam Gorenstein, Sid Gorenstein and
J.B.F. Enterprises (the "GORENSTEINS") entered into a Settlement Agreement and
General Release (the "SETTLEMENT AGREEMENT") with the Company, Stephen Rubin,
Clark Feldman, Jeffrey Rubenstein, Neal Jansen, Michael Horn and V-F
Acquisition, Inc. ("V-F ACQUISITION"). The Settlement Agreement released various
complaints and actions brought by the Gorensteins against the Company and the
other named parties and other claims that the Gorensteins and the

<PAGE>
Company may have against one another through the date of the settlement. The
Settlement Agreement also required that Mr. Rubin, Mr. Feldman and V-F
Acquisition enter into a voting agreement with Sam Gorenstein and J.B.F.
Enterprises (the "VOTING AGREEMENT") that required each party to vote their
shares of Common Stock for the election of Sam Gorenstein, Stephen D. Rubin and
Clark L. Feldman as directors of the Company. The Voting Agreement terminates on
the date the first registration statement filed in connection with an
underwritten public offering of Common Stock is declared effective by the
Securities and Exchange Commission (the "COMMISSION"). The Settlement Agreement
also contains limits on the maximum compensation including bonuses and amounts
paid to family members that can be paid to Mr. Rubin and Mr. Feldman. The
maximum compensation allowable for the fiscal year ending August 31, 1990 was
$215,000 and increases each year by an amount tied to the Consumer Price Index
or five percent, whichever is greater. In 1996, the maximum compensation limit
was approximately $288,000. If salaries are paid in excess of that amount, then
pro-rata dividends must be paid to the shareholders of the Company. In addition,
Consulting Agreements, required by the Settlement Agreement, provided for
payments of consulting fees to Sam and David Gorenstein in the annual amount of
$12,500 through February, 1995, with fees paid quarterly. The Settlement
Agreement also provides that the Company will not attempt to force the
Gorensteins to relinquish ownership through any type of "freeze out"
transaction, except under defined circumstances.

On September 20, 1996, the Company, Stephen Rubin, Clark Feldman, the
Gorensteins and certain other parties entered into an agreement (the "GORENSTEIN
AGREEMENT") pursuant to which, among other things, Mr. Rubin, Mr. Feldman, Mr.
Rubenstein and Mr. James Rubin agree to vote their shares of Common Stock for
the election of Sam Gorenstein as a director of the Company for a period of
three years from the date of this Prospectus. The Gorenstein Agreement also
provides that the Company will grant certain "piggyback" registration rights to
the Gorensteins effective on the date of the closing of this offering. In
addition, the Gorenstein Agreement provides that the Settlement Agreement will
be terminated on the date of the closing of this offering.

It is the policy of the Company that all future transactions, including
loans, between the Company and its executive officers, employees, directors,
principal shareholders and affiliates will be approved by a majority of the
Board of Directors, including a majority of the independent and disinterested
outside directors on the Board of Directors, and will be on terms no less
favorable to the Company than could be obtained from unaffiliated third parties.

<PAGE>
PRINCIPAL SHAREHOLDERS

The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock as of October 31, 1996, and
as adjusted to reflect the sale of the shares of Common Stock offered hereby,
(i) each person or entity who is known by the Company to own beneficially more
than 5% of the Company's Common Stock, (ii) each executive officer of the
Company, (iii) each director of the Company and nominee for director, and (iv)
all directors, nominees and executive officers of the Company as a group.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED PRIOR TO SHARES BENEFICIALLY
OFFERING OWNED AFTER OFFERING
NAME OF BENEFICIAL OWNER(1) NUMBER(2) PERCENT NUMBER(2) PERCENT
<S> <C> <C> <C> <C>
Stephen D. Rubin............................................... 1,245,202 42.2% 1,245,202 33.7%
Clark L. Feldman............................................... 622,303 21.1 622,303 16.8
Sam Gorenstein(3).............................................. 501,707 17.0 501,707 13.6
J.B.F. Enterprises(4).......................................... 477,783 16.2 477,783 12.9
James Rubin(5)................................................. 282,870 9.6 282,870 7.6
Jeffrey C. Rubenstein(6)....................................... 96,239 3.3 96,239 2.6
Michael Horn(7)................................................ -- * -- *
Neal Jansen(8)................................................. -- * -- *
Steven A. Rothstein(9)......................................... -- * -- *
All directors, nominees and executive officers as a
group (7 persons)(10)........................................ 2,465,451 83.6% 2,465,451 66.6%
</TABLE>

* Less than 1% of the outstanding shares of Common Stock

(1) The address of each of the executive officers and directors, unless noted
otherwise in the footnotes, is c/o Vita Food Products, Inc., 2222 West Lake
Street, Chicago, Illinois 60612.

(2) Includes, when applicable, shares owned of record by such person's minor
children and spouse and by other related individuals and entities over
whose shares of Common Stock such person has custody, voting control, or
power of disposition.

(3) Includes 477,783 shares of Common Stock held by J.B.F. Enterprises, an
Illinois general partnership ("J.B.F."), which are also listed as being
beneficially owned by J.B.F. Mr. Sam Gorenstein and his brother, David
Gorenstein, are general partners of J.B.F. The address of Mr. Sam
Gorenstein is 6770 North Lincoln Avenue, Suite 200, Lincolnwood, Illinois
60046.

(4) Mr. Sam Gorenstein, a director of the Company, and Mr. David Gorenstein,
the brother of Mr. Sam Gorenstein, are partners of J.B.F. The address of
J.B.F. is 6770 North Lincoln Avenue, Suite 200, Lincolnwood, Illinois
60046. These shares are also included in the number of shares beneficially
owned by Mr. Sam Gorenstein.

(5) James Rubin is the brother of Stephen D. Rubin. The address of James Rubin
is 719 Sycamore Lane, Glencoe, Illinois 60022.

(6) Mr. Rubenstein's address is 200 North LaSalle Street, Suite 2100, Chicago,
Illinois 60601.

(7) Mr. Horn's address is 835 Potts Avenue, Green Bay, Wisconsin 54303.

(8) Mr. Jansen's address is 6216 St. Albans Circle, Edina, Minnesota 55439.

(9) Mr. Rothstein's address is 875 North Michigan Avenue, Suite 1560, Chicago,
Illinois 60611.

(10) Includes 477,783 shares of Common Stock beneficially owned by J.B.F. which
are also deemed to be beneficially owned by Mr. Sam Gorenstein.

<PAGE>
DESCRIPTION OF COMPANY'S SECURITIES

The authorized capital stock of the Company consists of 10,000,000 shares
of Common Stock, $.01 par value, and 1,000,000 shares of Preferred Stock, $.01
par value. No Shares of Preferred Stock are currently issued and outstanding. As
of October 31, 1996 there are 2,950,000 shares of Common Stock issued and
outstanding and 18 shareholders of record.

COMMON STOCK

The holders of Common Stock are entitled to one vote per share on all
matters to be voted on by shareholders and are entitled to receive such
dividends, if any, as may be declared from time-to-time by the Board of
Directors from funds legally available therefor, subject to the dividend
preferences of the Preferred Stock, if any. Each member of the Company's Board
of Directors stands for election at each annual meeting of the Company's
shareholders. Upon liquidation or dissolution of the Company, the holders of
Common Stock are entitled to share ratably in all assets available for
distribution after payment of liabilities and liquidation preferences of the
Preferred Stock, if any. Holders of Common Stock have no preemptive rights, no
cumulative voting rights and no rights to convert their Common Stock into any
other securities. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of any series
of Preferred Stock which the Company may issue in the future.

PREFERRED STOCK

The Board of Directors may, without any further vote or action by the
Company's shareholders, authorize the issuance of up to 1,000,000 shares of
Preferred Stock from time to time in one or more series, establish the number of
shares to be included in each such series, and determine the powers, rights,
preferences, and limitations of any such series. The issuance of Preferred Stock
could adversely affect, among other things, the rights of existing shareholders
or could delay or prevent a change in control of the Company without further
action by the shareholders. The issuance of Preferred Stock could decrease the
amount of earnings and assets available for distribution to holders of Common
Stock and satisfaction of any dividend preferences as outstanding shares of
Preferred Stock would reduce the amount of funds available for the payment of
dividends on Common Stock. Holders of Preferred Stock would be entitled to
receive a preference payment in the event of any liquidation, dissolution or
winding up of the Company before any payment is made to the holders of Common
Stock. In addition, any such issuance could have the effect of delaying,
deferring or preventing a change in control of the Company and could make the
removal of the present management of the Company more difficult. The Company has
no current plans to issue any Preferred Stock.

WARRANTS

REPRESENTATIVES' WARRANTS

In connection with this offering, the Company has authorized the issuance
of up to 75,000 Representatives' Warrants and has reserved an equivalent number
of shares of Common Stock and Warrants for issuance upon exercise of the
Representatives' Warrants and 75,000 shares of Common Stock issuable upon
exercise of the Warrants underlying the Representatives' Warrants. Each
Representatives' Warrant will entitle the holder to acquire one share of Common
Stock at an exercise price of $9.90 per share, and/or a Warrant, at an exercise
price of $0.165 per Warrant, to acquire one share of Common Stock at an exercise
price equal to $9.00 per share. The other terms of the Representatives' Warrants
are substantially similar to the Warrants, except that the Representatives'
Warrants (and the Warrants included therein) will not be publicly tradeable and
will not be redeemable by the Company. The Representatives' Warrants will be
exercisable at any time from the first anniversary of the date of this
Prospectus until the fifth anniversary of the date of this Prospectus.

REDEEMABLE WARRANTS

The following is a brief summary of certain provisions of the Warrants.
Reference is made to the actual text of the Warrant Agreement between the
Company and American Stock Transfer & Trust Company (the "WARRANT AGENT"), a
copy of which has been filed as an exhibit to the Registration Statement of
which this Prospectus is a part, for a more complete description of the
Warrants. See "Additional Information." Until the completion of this

<PAGE>
offering, the shares of Common Stock and the Warrants offered hereby may only be
purchased together on the basis of one share of Common Stock and one Warrant,
but will trade separately immediately after the offering.

EXERCISE PRICE AND TERMS. Each Warrant entitles the registered holder
thereof to purchase one share of Common Stock at an initial exercise price of
$9.00 per share at any time during the period commencing one year from the date
of this Prospectus and terminating five years from the date of the Prospectus,
subject to adjustment in accordance with the anti-dilution and other provisions
referred to below. The holder of any Warrant may exercise such Warrant by
surrendering the certificate representing the Warrant to the Warrant Agent, with
the subscription form thereon properly completed and executed, together with
payment of the exercise price. No fractional shares will be issued upon exercise
of the Warrants.

The exercise price of the Warrants bears no relationship to any objective
criteria of value and should in no event be regarded as an indication of any
future market price of the securities offered hereby.

ADJUSTMENTS. The exercise price and the number of shares of Common Stock
purchasable upon the exercise of the Warrants are subject to adjustment upon the
occurrence of certain events, including stock dividends, stock splits,
combinations or reclassifications of the Common Stock. Additionally, an
adjustment would be made in the case of a reclassification or exchange of Common
Stock, consolidation or merger of the Company with or into another corporation
(other than a consolidation or merger in which the Company is the surviving
corporation) or sale of all or substantially all of the assets of the Company,
in order to enable warrantholders to acquire the kind and number of shares of
stock or other securities or property receivable in such event by a holder of
the number of shares of Common Stock that might have been purchased upon the
exercise of the Warrant.

REDEMPTION PROVISIONS. Commencing 18 months after the date of this
Prospectus, the Warrants are subject to redemption at $0.01 per Warrant on 30
days' prior written notice to the Warrantholders if the average closing bid
price of the Common Stock as reported on the CHX equals or exceeds $11.40 per
share of Common Stock (subject to adjustment for stock dividends, stock splits,
combinations or reclassifications of the Common Stock), for any 20 trading days
within a period of 30 consecutive trading days ending on the fifth trading day
prior to the date of the notice of redemption. In the event the Company
exercises the right to redeem the Warrants, such Warrants will be exercisable
until the close of business on the business day immediately preceding the date
for redemption fixed in such notice. If any Warrant called for redemption is not
exercised by such time, it will cease to be exercisable and the holder will be
entitled only to the redemption price.

TRANSFER, EXCHANGE AND EXERCISE. The Warrants are in registered form and
may be presented to the Warrant Agent for transfer, exchange or exercise at any
time on or prior to their expiration date five years from the date of this
Prospectus, at which time the Warrants become wholly void and of no value. If a
market for the Warrants develops, the holder may sell the Warrants instead of
exercising them. There can be no assurance, however, that a market for the
Warrants will develop or continue.

WARRANTHOLDER NOT A SHAREHOLDER. The Warrants do not confer upon holders
any voting, dividend or other rights as shareholders of the Company.

MODIFICATION OF WARRANTS. The Company and the Warrant Agent may make such
modifications to the Warrants as they deem necessary and desirable that do not
adversely affect the interests of the warrantholders. The Company may, in its
sole discretion, lower the exercise price of the Warrants for a period of not
less than 30 days on not less than 30 days' prior written notice to the
warrantholders and the Representatives. Modification of the number of securities
purchasable upon the exercise of any Warrant, the exercise price and the
expiration date with respect to any Warrant requires the consent of two-thirds
of the warrantholders. No other modifications may be made to the Warrants
without the consent of two-thirds of the warrantholders.

A significant amount of the Securities offered hereby may be sold to
customers of the Representatives. Such customers subsequently may engage in
transactions for the sale or purchase of such securities through or with the
Representatives. Although they have no obligation to do so, the Representatives
currently intend to make a market in the Company's Securities and may otherwise
effect transactions in such Securities. If one or both of the Representatives
participate in the market, the Representatives may exert a dominating influence
on the market, if one develops, for the Securities described in the Prospectus.
Such market-making activity may be discontinued at any time. The price and
liquidity of the Common Stock and the Warrants may be significantly affected by
the degree, if any, of the Representatives' participation in such market. See
"Underwriting."

<PAGE>
The Warrants are not exercisable unless, at the time of the exercise, the
Company has a current prospectus covering the shares of Common Stock issuable
upon exercise of the Warrants, and such shares have been registered, qualified
or deemed to be exempt under the securities laws of the state of residence of
the exercising holder of the Warrants. Although the Company will use its best
efforts to have all of the shares of Common Stock issuable upon exercise of the
Warrants registered or qualified on or before the exercise date and to maintain
a current prospectus relating thereto until the expiration of the Warrants,
there can be no assurance that it will be able to do so.

Until the completion of this offering, the shares of Common Stock and the
Warrants offered hereby may only be purchased together on the basis of one share
of Common Stock and one Warrant, but will trade separately immediately after the
offering. Although the Securities will not knowingly be sold to purchasers in
jurisdictions in which the Securities are not registered or otherwise qualified
for sale, purchasers may buy Warrants in the aftermarket in, or may move to,
jurisdictions in which the shares underlying the Warrants are not so registered
or qualified during the period that the Warrants are exercisable. In this event,
the Company would be unable to issue shares to those persons desiring to
exercise their Warrants, and holders of Warrants would have no choice but to
attempt to sell the Warrants in a jurisdiction where such sale is permissible or
allow them to expire unexercised.

TRANSFER AGENT

The transfer agent for the Common Stock and the Warrant Agent for the
Warrants is American Stock Transfer & Trust Company.

SHARES ELIGIBLE FOR FUTURE SALE

Until the completion of this offering, the shares of Common Stock and the
Warrants offered hereby may only be purchased together on the basis of one share
of Common Stock and one Warrant, but will trade separately immediately after the
offering. Prior to this Offering, there has been no market for the Common Stock
or Warrants of the Company. Future sales of substantial amounts of Common Stock
or Warrants in the public market could adversely affect market prices prevailing
from time to time. Sales of substantial amounts of Common Stock or Warrants of
the Company in the public market after various restrictions lapse could
adversely affect the prevailing market price and the ability of the Company to
raise equity capital in the future.

Upon the completion of this offering, the Company will have 3,700,000
shares of Common Stock and 750,000 Warrants outstanding. See "Description of
Company's Securities." The 750,000 shares of Common Stock which are sold in this
offering (plus any shares sold as a result of any exercise of the
Representatives' over-allotment option) by the Company and, subject to certain
conditions commencing one year after the date of this Prospectus, up to 750,000
shares of Common Stock issuable upon exercise of the Warrants (plus any shares
issuable upon exercise of the Warrants sold as a result of any exercise of the
Representatives' over-allotment option), and, commencing approximately one year
after the date of this Prospectus, up to 75,000 shares of Common Stock that are
issuable upon exercise of the Representatives' Warrants, and up to 75,000 shares
of Common Stock that are issuable upon exercise of the Warrants underlying the
Representatives' Warrants, will, subject to any applicable state law
restrictions on secondary trading, be freely tradeable without restriction under
the Securities Act, except that any shares purchased by an "affiliate" of the
Company (as that term is defined in Rule 144 under the Securities Act) will be
subject to the resale limitations of Rule 144.

The remaining 2,950,000 shares of Common Stock outstanding upon completion
of this offering are "restricted securities" as that term is defined in Rule
144. As described below, Rule 144 permits resales of restricted securities
subject to certain restrictions. On the date of this Prospectus, approximately
177,755 shares will be eligible for immediate sale without restriction pursuant
to Rule 144(k) and an additional 2,772,245 shares will be eligible for immediate
sale under Rule 144, subject to compliance with the provisions of Rule 144;
2,896,684 of such shares will, however, be subject to the Lock-up Agreements.
After 13 months from the date of this Prospectus, these shares will be eligible
for sale in the public market, subject, in certain cases, to compliance with
Rule 144.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned, for at
least two years (including the holding period of any immediate

<PAGE>
prior owner, except an affiliate), shares of Common Stock that have not been
registered under the Securities Act or that were acquired from an "affiliate" of
the Company (in a transaction or chain of transactions not involving a public
offering) is entitled to sell in "broker's transactions" or to market makers,
within any three month period commencing 90 days after the date of this
Prospectus, a number of shares of Common Stock which does not exceed the greater
of (i) one percent of the number of shares of Common Stock then outstanding
(approximately 37,000 shares immediately after this offering) or (ii) the
average weekly trading volume of the Common Stock during the four calendar weeks
preceding the sale. Sales under Rule 144 are generally subject to certain manner
of sale provisions and notice requirements and to the availability of current
public information about the Company. Under Rule 144(k), a person who is not
deemed to have been an affiliate of the Company at any time during a 90-day
period preceding a sale, and who has beneficially owned the shares proposed to
be sold for at least three years (including the holding period of any immediate
prior owner, except an affiliate), is entitled to sell such shares without
having to comply with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.

The Commission has recently proposed regulations reducing the initial Rule
144 holding period to one year and the Rule 144(k) holding period to two years.
There can be no assurance as to when or whether such rule changes will be
enacted. If enacted, such modifications will have a material effect on the times
when shares of the Company's Common Stock become eligible for resale.

The Company and its shareholders, who beneficially own more than 1% of the
outstanding shares of Common Stock as of the date of this Prospectus, have
agreed that for a period of 13 months after the date of this Prospectus, they
will not offer, sell, grant any option for the sale or otherwise dispose of any
Securities of the Company (other than intra-family transfers or transfers to
trusts for estate planning purposes), without the prior written consent of
National Securities Corporation, which consent may be given without prior public
notice.

The Company has not yet issued options to purchase shares of Common Stock
under the 1996 Stock Option Plans except that the Company's Chief Financial
Officer was granted options to purchase 80,000 shares of Common Stock on October
14, 1996 at the initial public offering price per share less the underwriting
discount and pro rata portion of the non-accountable expense allowance per share
set forth on the cover page of this Prospectus which vest in 20% increments over
a 5-year period. However, 400,000 shares of Common Stock are reserved for
issuance under the 1996 Stock Option Plans and 150,000 shares are reserved for
issuance under the Stock Purchase Plan. See "Management -- Executive
Compensation" and " -- Compensation of Directors." The Company intends,
immediately after the sale of the Securities offered hereby, to register a total
of 400,000 shares of Common Stock reserved for issuance under the 1996 Stock
Option Plans and may register 150,000 shares of Common Stock reserved for
issuance under the Stock Purchase Plan.

UNDERWRITING

The Underwriters named below, for whom National Securities Corporation and
Access Financial Group, Inc. are acting as representatives (the
"REPRESENTATIVES"), have severally agreed, subject to the terms and conditions
of the Underwriting Agreement (the form of which has been filed as an exhibit to
the Registration Statement), to purchase from the Company the respective number
of shares of Common Stock and Warrants set forth opposite their names in the
table below. Until the completion of this offering, the shares of Common Stock
and the Warrants offered hereby may only be purchased together on the basis of
one share of Common Stock and one Warrant, but will trade separately immediately
after the offering. The Underwriting Agreement provides that the obligations of
the Underwriters are subject to certain conditions precedent and that the
Underwriters shall be obligated to purchase all of the shares of Common Stock
and Warrants offered hereby (other than the shares of Common Stock and Warrants
covered by the over-allotment option described below) if any are purchased.

<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NAME SHARES OF COMMON STOCK WARRANTS
<S> <C> <C>
National Securities Corporation.............................................. 450,000 450,000
Access Financial Group, Inc.................................................. 300,000 300,000
Total...................................................................... 750,000 750,000
</TABLE>

<PAGE>
The Company has been advised by the Representatives that the Underwriters
propose to offer the Securities to the public at the initial public offering
prices set forth on the cover page of this Prospectus and to certain dealers at
such price less a concession not in excess of $0.36 per share of Common Stock
and $0.006 per Warrant. The Underwriters may allow and such dealers may reallow
a concession not in excess of $0.10 per share of Common Stock and $0.002 per
Warrant to certain other dealers. After the initial public offering of the
Securities, the public offering price and such concessions may be changed. The
Representatives have informed the Company that the Underwriters do not intend to
confirm sales to accounts over which they exercise discretionary authority.

The offering of the Common Stock and Warrants are made for delivery when,
as and if accepted by the Underwriters and subject to prior sale and to
withdrawal, cancellation or modification of the offer without notice. The
Underwriters reserve the right to reject any order for the purchase of the
Securities.

The Company has granted an option to the Underwriters, exercisable during
the 45 day period after the date of this Prospectus, to purchase up to an
aggregate of 112,500 additional shares of Common Stock and/or 112,500 Warrants
at the prices to public set forth on the cover page of this Prospectus, less the
underwriting discounts and commissions. The Underwriters may exercise such
option only for the purpose of covering over-allotments made in connection with
the sale of the Securities offered hereby. To the extent that the Underwriters
exercise such option, each Underwriter may be committed, subject to certain
conditions, to purchase a number of additional Securities proportionate to such
Underwriter's initial commitment pursuant to the Underwriting Agreement.

The Company has agreed that if it elects to redeem the Warrants at any time
commencing one year after the date of this Prospectus, it will retain the
Representatives as the Company's solicitation agents (each a "WARRANT
SOLICITATION AGENT"). The Company has agreed to pay each Warrant Solicitation
Agent for its services a solicitation fee equal to 3% of the total amount paid
by the holders of the Warrants whom the Warrant Solicitation Agent solicited to
the Company to exercise the Warrants. The exercise will be presumed to be
unsolicited unless the customer states in writing that the transaction was
solicitation and designates in writing the broker-dealer to receive compensation
for the exercise. The fee is not payable for the exercise of any Warrant held by
the Warrant Solicitation Agent in a discretionary account at the time of
exercise, unless the Warrant Solicitation Agent receives from the customer prior
specific written approval for such exercise. As a condition to receipt of a
solicitation fee, the warrantholder must acknowledge in writing that the
exercise of the Warrant was solicited by the Warrant Solicitation Agent.

The Company has agreed to indemnify the Underwriters against certain
liabilities in connection with the Registration Statement, including liabilities
under the Securities Act. The Company has been advised that, in the opinion of
the Commission, such indemnification is against public policy as expressed in
the Securities Act and is, therefore, unenforceable.

The Company has agreed to pay the Representatives a non-accountable expense
allowance of 3% of the gross proceeds from the sale of the Common Stock and the
Warrants offered hereby (including any Common Stock or Warrants purchased
pursuant to the Underwriter's over-allotment option), of which $50,000 has been
paid to date. The Representatives' expenses in excess of the non-accountable
expense allowance, including their legal expenses, will be borne by the
Representatives.

In connection with this Offering, the Company has agreed to sell to the
Representatives, for nominal consideration, warrants to purchase from the
Company up to 75,000 shares of Common Stock and/or 75,000 Warrants (the
"REPRESENTATIVES' WARRANTS"). The Representatives' Warrants are initially
exercisable at a price of $9.90 per share of Common Stock and $0.165 per Warrant
for a period of four years, commencing one year from the date of this Prospectus
and are restricted from sale, transfer, assignment or hypothecation for one year
from the date of this Prospectus, except to officers of the Representatives. The
Representatives' Warrants provide for adjustment in the number of shares of
Common Stock and Warrants issuable upon the exercise thereof and in the exercise
price of the Representatives' Warrants as a result of certain events, including
subdivisions and combinations of the Common Stock. The Representatives' Warrants
grant to the holders thereof certain rights of registration for the securities
issuable upon exercise thereof.

Prior to this Offering, there has been no public market for the Common
Stock or the Warrants. Consequently, the initial public offering price of the
Securities and the exercise price and terms of the Warrants have been determined
arbitrarily by negotiations between the Company and the Representatives. Factors
considered in

<PAGE>
such negotiations, in addition to prevailing market conditions, included the
history and prospects for the industry in which the Company competes, an
assessment of the Company's management, the prospects of the Company, its
capital structure and certain other factors deemed relevant. Therefore, the
public offering price of the Securities and the exercise price and terms of the
Warrants do not necessarily bear any relationship to established valuation
criteria and may not be indicative of prices that may prevail at any time or
from time to time in the public market for the Securities. See "Underwriting."

The Company and its shareholders, who beneficially own more than 1% of the
outstanding shares of Common Stock as of the date of this Prospectus, have
agreed that for a period of 13 months after the date of this Prospectus, they
will not offer, sell, grant any option for the sale or otherwise dispose of any
securities of the Company (other than intra-family transfers or transfers to
trusts for estate planning purposes), without the prior written consent of
National Securities Corporation, which consent may be given without prior public
notice. An appropriate legend shall be marked on the face of certificates
representing all such securities.

The Company has agreed that, for three years after the date of this
Prospectus, it will use its best efforts to cause one individual designated by
the Representatives, if any, to be elected to the Company's Board of Directors.
Such individual may be a director, officer, employee or affiliate of the
Representatives. It is anticipated that Steven A. Rothstein, Chairman of the
Board of National Securities Corporation, will be designated by the
Representatives. See "Management -- Directors and Executive Officers." In the
event the Representatives elect not to designate a person to serve on the
Company's Board of Directors, the Representatives may designate a person to
attend meetings of the Board of Directors. Such a designee would be reimbursed
by the Company for out-of-pocket expenses incurred in connection with attendance
at meetings of the Board of Directors, which reimbursement shall not exceed
reimbursements paid to non-employee directors.

Mr. Rubin and Mr. Feldman have granted National Securities Corporation an
irrevocable preferential right for a period of three years to purchase for its
account or to sell for the account of either Mr. Rubin or Mr.
Feldman any Securities of the Company which either Mr. Rubin or Mr. Feldman may
seek to sell in the open market (other than transfers pursuant to gifts,
transfers to relatives or family members, or trusts for the benefits of such
relatives or family members, provided that the transferee agrees to grant
National Securities Corporation the same preferential rights).

National Securities Corporation intends, though is not obligated, to make a
market in the Common Stock and Warrants of the Company upon completion of this
offering. The Common Stock and Warrants have been approved for listing on the
Chicago Stock Exchange under the symbols "VSF" and "VSFW," respectively.

The foregoing sets forth the material terms and conditions of the
Underwriting Agreement, but does not purport to be a complete statement of the
terms and conditions thereof, copies of which are on file at the offices of the
Representatives, the Company and the principal office of the Securities and
Exchange Commission, Washington, D.C. See "Additional Information."

LEGAL MATTERS

The validity of the Common Stock and the Warrants offered hereby will be
passed upon for the Company by Much Shelist Freed Denenberg Ament Bell &
Rubenstein, P.C., Chicago, Illinois. Jeffrey C. Rubenstein, a principal of Much
Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., beneficially owns 96,239
shares of Common Stock of the Company and is also a director of the Company. See
"Management" and "Principal Shareholders." Certain legal matters will be passed
upon for the Underwriters by Sugar, Friedberg & Felsenthal, Chicago, Illinois.

EXPERTS

The financial statements included in this Prospectus and in the
Registration Statement have been audited by BDO Seidman, LLP, independent
certified public accountants, to the extent and for the periods set forth in
their report appearing elsewhere herein and in the Registration Statement, and
are included in reliance upon such report given upon the authority of said firm
as experts in auditing and accounting.

<PAGE>
ADDITIONAL INFORMATION

The Company has filed with the Midwest Regional Office of the Securities
and Exchange Commission in Chicago, Illinois, a Registration Statement on Form
SB-2 (together with all amendments thereto, the "REGISTRATION STATEMENT"), under
the Securities Act with respect to the Securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement and the exhibits and schedules filed therewith, certain portions of
which have been omitted as permitted by the rules and regulations of the
Commission. For further information with respect to the Company and the
Securities offered hereby, reference is hereby made to the Registration
Statement and to the exhibits and schedules filed therewith. Statements
contained in this Prospectus regarding the contents of any contract or other
document referred to are not necessarily complete and, in each instance,
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being deemed to be
qualified in its entirety by such reference. The Registration Statement,
including all exhibits and schedules thereto, may be inspected without charge at
the principal office of the Commission, at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the Midwest Regional Office of
the Commission located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at the Northeast Regional office of the
Commission at Seven World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, upon
the payment of prescribed fees. Such material may also be accessed
electronically at the Commission's site on the World Wide Web located at
http://www.sec.gov.

The Company has not previously been subject to the reporting requirements
of the Securities Exchange Act of 1934, as amended. The Company intends to
furnish its shareholders with annual reports containing financial statements
audited by its independent certified public accountants and may furnish either
quarterly or semi-annual reports containing unaudited financial information.

<PAGE>
VITA FOOD PRODUCTS, INC.

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Report of Independent Certified Public Accountants......................................................... F-2
Balance Sheets at December 31, 1995 and at September 30, 1996 (Unaudited).................................. F-3
Statements of Operations for the Years Ended December 31, 1994 and 1995 and for the Nine Months Ended
September 30, 1995 (Unaudited) and 1996 (Unaudited)...................................................... F-4
Statements of Shareholders' Deficit for the Years Ended December 31, 1994 and 1995 and for the Nine Months
Ended September 30, 1996 (Unaudited)..................................................................... F-5
Statements of Cash Flows for the Years Ended December 31, 1994 and 1995 and for the Nine Months Ended
September 30, 1995 (Unaudited) and 1996 (Unaudited)...................................................... F-6
Notes to Financial Statements.............................................................................. F-7
</TABLE>

F-1

<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

BOARD OF DIRECTORS
VITA FOOD PRODUCTS, INC.

We have audited the accompanying balance sheet of Vita Food Products, Inc.
as of December 31, 1995, and the related statements of operations, shareholders'
deficit and cash flows for the years ended December 31, 1994 and 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Vita Food Products, Inc. at
December 31, 1995, and the results of its operations and its cash flows for the
years ended December 31, 1994 and 1995, in conformity with generally accepted
accounting principles.

BDO SEIDMAN, LLP

Chicago, Illinois
July 25, 1996, except for
Note 9 as to which the date
is September 20, 1996 and
Note 3(a) as to which the date
is November 8, 1996

F-2

<PAGE>
VITA FOOD PRODUCTS, INC.

BALANCE SHEETS

<TABLE>
<CAPTION>
DECEMBER SEPTEMBER 30,
31, 1995 1996
<S> <C> <C>
(UNAUDITED)
Assets (Note 3)
CURRENT ASSETS
Cash.............................................................................. $ 45,294 $ 92,327
Accounts receivable -- trade, net of allowance for doubtful accounts of $10,000 in
1995 and 1996.................................................................. 3,798,647 2,186,429
Inventories
Raw materials and supplies..................................................... 3,166,514 2,456,975
Work in process................................................................ 150,194 184,864
Finished goods................................................................. 1,158,146 1,992,338
Prepaid expenses and other current assets......................................... 128,963 183,571
Deferred income taxes (Note 4).................................................... -- 300,000
TOTAL CURRENT ASSETS................................................................ 8,447,758 7,396,504
PROPERTY, PLANT AND EQUIPMENT
Building and improvements......................................................... 1,354,941 1,366,978
Machinery and office equipment.................................................... 3,552,463 3,877,502
4,907,404 5,244,480
Less accumulated depreciation and amortization.................................... 3,045,221 3,273,321
1,862,183 1,971,159
Land.............................................................................. 35,000 35,000
NET PROPERTY, PLANT AND EQUIPMENT................................................... 1,897,183 2,006,159
OTHER ASSETS (including deferred public offering costs of $163,888 at September 30,
1996)............................................................................. 70,054 236,450
$10,414,995 $ 9,639,113
Liabilities and Shareholders' Deficit
CURRENT LIABILITIES
Current maturities of long-term obligations (Note 3).............................. $ 127,920 $ 304,000
Accounts payable.................................................................. 3,936,859 2,661,080
Accrued expenses (Notes 2 and 6).................................................. 1,081,331 1,532,244
TOTAL CURRENT LIABILITIES........................................................... 5,146,110 4,497,324
LONG-TERM OBLIGATIONS, less current maturities (Note 3)............................. 5,500,704 5,401,605
COMMITMENTS AND CONTINGENCIES (Notes 6 and 7)
SHAREHOLDERS' DEFICIT (Note 9)
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
2,950,000 shares............................................................... 29,500 29,500
Additional paid-in capital........................................................ 196,000 196,000
Accumulated deficit............................................................... (457,319) (485,316)
TOTAL SHAREHOLDERS' DEFICIT......................................................... (231,819) (259,816)
$10,414,995 $ 9,639,113
</TABLE>

See accompanying notes to financial statements.

F-3

<PAGE>
VITA FOOD PRODUCTS, INC.

STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
1994 1995 1995 1996
<S> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Net Sales (Note 8).................................. $17,792,945 $21,410,077 $13,045,122 $13,969,253
Cost of Goods Sold.................................. 12,734,471 15,013,763 9,364,192 9,953,104
Gross margin........................................ 5,058,474 6,396,314 3,680,930 4,016,149
Selling, Marketing and Administrative Expenses
Selling and marketing............................. 2,963,142 3,879,272 2,508,419 2,882,687
Administrative.................................... 1,447,295 1,518,079 1,200,651 1,153,172
4,410,437 5,397,351 3,709,070 4,035,859
Operating profit (loss)............................. 648,037 998,963 (28,140) (19,710)
Other (Income) Expense
Other income...................................... -- -- -- (83,333)
Lawsuit settlement (Note 6)....................... -- 355,527 355,527 --
Interest.......................................... 376,250 512,645 370,978 391,620
376,250 868,172 726,505 308,287
Income (loss) before income taxes (benefit)......... 271,787 130,791 (754,645) (327,997)
Income Taxes (Benefit) (Note 4)..................... -- -- -- (300,000)
Net Income (Loss)................................... $ 271,787 $ 130,791 $ (754,645) $ (27,997)
Net Income (Loss) Per Common Share.................. $ .09 $ .04 $ (.26) $ (.01)
Weighted Average Common Shares Outstanding.......... 2,960,000 2,960,000 2,960,000 2,960,000
</TABLE>

See accompanying notes to financial statements.

F-4

<PAGE>
VITA FOOD PRODUCTS, INC.

STATEMENTS OF SHAREHOLDERS' DEFICIT

<TABLE>
<CAPTION>
ADDITIONAL
COMMON STOCK PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
<S> <C> <C> <C> <C> <C>
Balance, at January 1, 1994 (Note 9).............. 2,950,000 $29,500 $196,000 $(859,897) $(634,397)
Net income, 1994.................................. -- -- -- 271,787 271,787
Balance, at December 31, 1994..................... 2,950,000 29,500 196,000 (588,110) (362,610)
Net income, 1995.................................. -- -- -- 130,791 130,791
Balance, at December 31, 1995..................... 2,950,000 29,500 196,000 (457,319) (231,819)
Net loss, nine months ended September 30, 1996
(unaudited)..................................... -- -- -- (27,997) (27,997)
Balance, at September 30, 1996 (unaudited)........ 2,950,000 $29,500 $196,000 $(485,316) $(259,816)
</TABLE>

See accompanying notes to financial statements.

F-5

<PAGE>
VITA FOOD PRODUCTS, INC.

STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
1994 1995 1995 1996
<S> <C> <C> <C> <C>
(UNAUDITED) (UNAUDITED)
Cash Flows From Operating Activities
Net income (loss)........................................ $ 271,787 $ 130,791 $ (754,645) $ (27,997)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities
Depreciation and amortization.......................... 198,963 268,843 156,030 228,104
Deferred income taxes.................................. -- -- -- (300,000)
Changes in assets and liabilities, net of effects of
product line acquisition
(Increase) decrease in accounts receivable........... (515,875) (504,025) 1,044,770 1,612,218
Decrease in note receivable.......................... 5,000 -- -- --
Increase in inventories.............................. (442,405) (907,408) (411,229) (159,323)
Decrease (increase) in prepaid expenses and other
current assets.................................... 74,274 (19,729) (84,113) (54,608)
Increase (decrease) in accounts payable.............. 643,612 1,142,537 149,844 (1,275,779)
Increase in accrued expenses......................... 243,659 231,137 444,067 450,913
Decrease in income taxes payable..................... (20,000) -- -- --
Net cash provided by operating activities.................. 459,015 342,146 544,724 473,528
Cash Flows From Investing Activities
Increase in other assets................................. (51,295) (29,432) (11,756) (2,508)
Acquisition of a product line............................ -- (725,915) (725,915) --
Capital expenditures..................................... (410,556) (446,109) (321,462) (337,080)
Net cash used in investing activities...................... (461,851) (1,201,456) (1,059,133) (339,588)
Cash Flows From Financing Activities
Deferred public offering costs........................... -- -- -- (163,888)
Borrowings under notes payable - bank.................... 2,034,000 2,496,000 1,582,000 1,431,000
Payments under notes payable - bank...................... (1,394,191) (1,237,398) (1,002,773) (2,260,986)
Advances repaid to shareholders/officers................. (660) -- -- --
Long-term obligation proceeds............................ -- -- -- 1,125,556
Payments of long-term obligations........................ (273,465) (647,894) (240,375) (212,400)
Payments of capital lease obligations.................... (55,010) (103,750) (115,541) (6,189)
Net cash provided by (used in) financing
activities............................................... 310,674 506,958 223,311 (86,907)
Net Increase (Decrease) in Cash............................ 307,838 (352,352) (291,098) 47,033
Cash, at beginning of period............................... 89,808 397,646 397,646 45,294
Cash, at end of period..................................... $ 397,646 $ 45,294 $ 106,548 $ 92,327
Supplemental Disclosure of Cash Flow Information
Cash paid for interest................................... $ 376,144 $ 459,467 $ 297,950 $ 361,428
Income taxes paid (refunded)............................. 20,000 (7,451) -- --
</TABLE>

Supplemental Schedule of Noncash
Investing and Financing Activities

In March, 1995, the Company purchased the herring production line of Lyon
Food Products, Inc. ("Lyon") and secured licensing rights from Lyon to the ELF
brand name, a recognized regional herring brand (the "Lyon Product Line
Acquisition"). In conjunction with the Lyon Product Line Acquisition,
liabilities were assumed as follows:

<TABLE>
<S> <C>
Fair value of assets acquired................................................. $ 844,842
Cash paid..................................................................... 725,915
Liabilities assumed........................................................... $ 118,927
</TABLE>

Capital lease obligations of $57,400 and $26,977 were incurred when the
Company entered into leases for equipment in 1994 and 1995, respectively.

See accompanying notes to financial statements.

F-6

<PAGE>
VITA FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS

(INFORMATION FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1996 IS UNAUDITED)

NOTE 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. In addition, the Company sells other complementary specialty
food products.

INTERIM FINANCIAL STATEMENTS

The financial information as of September 30, 1996 and with respect to the
nine months ended September 30, 1996 and 1995 is unaudited. In the opinion of
management, such information contains all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation of the results for such
periods. The information is not necessarily indicative of the results of
operations to be expected for the fiscal year end.

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.

MERCHANDISE RETURNS

In accordance with industry practices, inventory is sold to customers with
the right to return if the merchandise is not sold prior to the expiration of
its shelf life. Sales are reduced by a provision for estimated future returns.

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 accelerated and 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. Repair and
maintenance items are expensed as incurred.

DEFERRED PUBLIC OFFERING COSTS

Fees, costs and expenses related to the proposed public offering are
capitalized and will be charged against the proceeds therefrom. If the proposed
offering is not consummated, the deferred costs will be charged to expense.

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.

F-7

<PAGE>
VITA FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED

NOTE 1. -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
ADVERTISING

Advertising costs are expensed as incurred and included in "selling and
marketing expenses". Advertising expenses amounted to approximately $330,000 in
1994, $425,000 in 1995 and $291,000 and $507,000 for the nine months ended
September 30, 1995 and 1996, 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.

NET INCOME (LOSS) PER COMMON SHARE

Net income (loss) per common share is computed based on the weighted
average number of common shares and common share equivalents outstanding, after
giving effect to the increase in the number of outstanding shares of common
stock of the Company as described in Note 9 and for the effects of the
application of Securities and Exchange Commission Staff Accounting Bulletin
("SAB") No. 83. Pursuant to SAB No. 83, common stock and common stock
equivalents issued within a one-year period prior to the initial filing of the
Registration Statement, which have a purchase price less than the initial public
offering price, are treated as outstanding for all periods presented. Net income
(loss) per share is computed using the treasury stock method, under which the
number of shares outstanding reflects an assumed use of the proceeds from the
sale of shares within the one-year period prior to the initial filing to
repurchase shares of the Company's common stock at the initial public offering
price.

NOTE 2. -- ACCRUED EXPENSES

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
<S> <C> <C>
Spoilage and merchandise return accrual............................................. $ 464,674 $ 570,593
Metropolitan Water Reclamation
District user charges............................................................. 285,000 486,000
Accrued interest.................................................................... 121,212 151,404
Accrued salaries and bonuses........................................................ 130,640 150,257
Other............................................................................... 79,805 173,990
$1,081,331 $ 1,532,244
</TABLE>

F-8

<PAGE>
VITA FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED

NOTE 3. -- LONG-TERM OBLIGATIONS

Long-term obligations consist of the following:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
<S> <C> <C>
Revolving loan facility due in April, 1998. Interest at prime (8.5% and 8.25% at
December 31, 1995 and September 30, 1996, respectively) plus 5/8% (a)(b).......... $4,830,379 $ 4,000,393
Term loan facility payable in monthly installments of $9,957 in 1995 and $24,787 in
1996 plus interest at prime plus 5/8% through March, 1998. Final payment of
principal and interest due in April, 1998 (a)(b).................................. 459,577 1,372,733
10% unsecured and 8% secured subordinated notes payable to the shareholders of the
Company. The notes are subordinated to the advances under the loan and security
agreement. Interest is payable each November 1, and the principal is payable
February 1, 2000 and December 31, 1998, respectively.............................. 315,154 315,154
Capitalized lease obligations....................................................... 23,514 17,325
5,628,624 5,705,605
Less current maturities............................................................. 127,920 304,000
$5,500,704 $ 5,401,605
</TABLE>

(a) The Company has a loan and security agreement (the "Agreement") with a
bank consisting of a revolving loan facility and a term loan facility, with
maximum borrowing limits of $5,000,000 and $1,750,000, respectively. All assets
of the Company are pledged as collateral for all borrowings under the Agreement.
The Agreement provides that the Company must meet certain covenants including a
current ratio of at least .75 to 1 and an annual limit for capital expenditures,
and provides for restrictions on the payment of dividends. At December 31, 1995
the Company was not in compliance with various covenants and the bank has
granted a waiver. In November, 1996 the Company received a commitment from the
bank to extend the Agreement through April, 1998.

(b) Certain shareholders, officers and directors participate in this loan
pursuant to the Agreement. Each participant is entitled to the same rate of
interest that is paid to the bank. Further, the Company has determined that each
participant is entitled to an additional interest payment of 6% per annum on the
amounts subject to the participation agreements. Total amounts under the
participation agreements are $247,025.

Scheduled annual maturities of long-term obligations as of December 31,
1995 are as follows:

<TABLE>
<CAPTION>
YEAR AMOUNT
<S> <C>
1996.................................................................................... $ 127,920
1997.................................................................................... 349,355
1998.................................................................................... 5,060,695
1999.................................................................................... --
2000.................................................................................... 90,654
$ 5,628,624
</TABLE>

The Company incurred interest expense with related parties of $29,700 for
the years ended December 31, 1994 and 1995, and $22,300 for the periods ended
September 30, 1995 and 1996.

The carrying value of long-term obligations approximates fair value,
because substantially all of the debt has interest rates that fluctuate with the
market.

F-9

<PAGE>
VITA FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED

NOTE 3. -- LONG-TERM OBLIGATIONS -- Continued
The Company leases telephone equipment under a capitalized lease agreement.
The lease is noncancellable and expires in 1998. The following is a schedule of
future minimum payments under the capital lease as of December 31, 1995,
together with the present value of net minimum lease payments:

<TABLE>
<CAPTION>
<S> <C>
YEAR ENDING DECEMBER 31, AMOUNT
1996....................................................................................... $ 10,284
1997....................................................................................... 10,284
1998....................................................................................... 5,999
Net minimum lease payments................................................................. 26,567
Less amount representing interest.......................................................... 3,053
Present value of net minimum lease payments................................................ $ 23,514
</TABLE>

The equipment which is leased under the capitalized lease agreement and
classified as machinery and office equipment in the accompanying balance sheets
is as follows:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
<S> <C> <C>
Cost................................................................................ $ 26,977 $26,977
Accumulated amortization............................................................ 1,927 7,706
$ 25,050 $19,271
</TABLE>

NOTE 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 assets are as follows:

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1996
<S> <C> <C>
Deferred tax assets
Allowance for doubtful receivables and product returns............................ $ 170,000 $ 194,000
Uniform inventory capitalization.................................................. 30,000 30,000
Accrued liabilities............................................................... 111,000 82,000
Net operating loss carryforwards.................................................. 80,000 213,000
Alternative minimum tax credit carryforwards...................................... 12,000 12,000
403,000 531,000
Deferred tax liability
Depreciation...................................................................... (23,000) (23,000)
380,000 508,000
Less valuation allowance............................................................ (380,000) (208,000)
Net deferred tax asset.............................................................. $ -- $ 300,000
</TABLE>

At December 31, 1995, the Company has net operating loss carryforwards
available to offset future taxable income of approximately $200,000, which
expire in various years through 2007. Additionally, the Company has alternative
minimum tax credit carryovers of approximately $12,000, which can be used to
reduce federal income tax liabilities in future years. These credits carry
forward indefinitely. During the years ended December 31, 1994 and 1995, the
Company utilized approximately $349,000 and $161,000, respectively, of net
operating loss carryforwards. Based on its projected pre-tax income for the year
ended December 31, 1996 which would allow the

F-10

<PAGE>
VITA FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED

NOTE 4. -- INCOME TAXES -- Continued
Company to utilize its net operating loss carryforwards, the Company determined
that a partial recognition of the deferred tax asset valuation allowance was
appropriate. The Company determined, as of September 30, 1996, that it was more
likely than not that it would not be able to fully realize the remaining net
deferred tax assets. The Company based this determination on the uncertainty of
the effects on future pre-tax income of the Company's acquisition strategy and
its planned purchase or construction of an improved facility. For the years
ended December 31, 1994 and 1995, the Company determined that it was more likely
than not that it would not be able to realize the net deferred tax assets. The
Company based this determination on the following factors: (i) its historical
levels of pre-tax income; (ii) its historical use of net operating losses to
eliminate income tax; (iii) the uncertainty of the effect of the Lyon Product
Line Acquisition on the Company's future pre-tax income; and (iv) the effect of
a potential settlement, if any, and payment of the Metropolitan Water
Reclamation District user charges on future pre-tax income. Accordingly, the
Company created a valuation allowance for 100% of the net deferred tax assets.
As the Company generates pre-tax income in future years, the valuation allowance
will be partially recognized and reduce the Company's future income tax expense.
In 1994 and 1995, the valuation allowance decreased by $73,000 and $55,000,
respectively. For the nine months ended September 30, 1995, the valuation
allowance increased by $280,000. For the nine months ended September 30, 1996,
$172,000 of the valuation allowance was recognized.

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

<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
1994 1995 1995 1996
<S> <C> <C> <C> <C>
Tax at federal statutory rate................................... $ 92,000 $ 44,500 $(256,600) $(111,500)
State income taxes, net of federal tax benefit.................. -- 6,000 -- (16,500)
Recognition of a portion of the deferred tax valuation
allowance..................................................... -- -- -- (172,000)
Net operating loss (utilization) carryforward................... (92,000) (50,500) 256,600 --
Income taxes (benefit).......................................... $ -- $ -- $ -- $(300,000)
</TABLE>

NOTE 5. -- ACQUISITION

In March, 1995, the Company purchased a product line of Lyon Food Products,
Inc. ("Lyon"), which was in the same business as the Company, and secured
licensing rights to a regional herring brand name. The product line, primarily
consisting of certain accounts receivable, inventories and equipment, and the
licensing rights were acquired for $725,915 and funded with additional bank
borrowings.

NOTE 6. -- COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company enters into purchase
commitments for raw materials and does not anticipate any losses. The Company
purchases a majority of its herring from one supplier. The supplier has the
option to supply up to 90% of the Company's annual requirements for herring,
provided that the supplier agrees to supply the herring at competitive prices.

The Company is contesting the amount of user charges assessed by the
Metropolitan Water Reclamation District for 1994 and 1995. The Company has
provided accruals of $285,000 and $486,000 as of December 31, 1995 and September
30, 1996, respectively, for user charges. These accruals are based upon an
estimate provided by an independent consultant. If the Company is not successful
in its protest, the Company would be required to pay an additional $300,000.
However, the Company believes that any potential additional liability will not
have a

F-11

<PAGE>
VITA FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED

NOTE 6. -- COMMITMENTS AND CONTINGENCIES -- Continued
material adverse effect on the Company's business, financial condition or
results of operations. The Company further believes that the eventual liability
will not materially exceed its presently established accruals.

During 1995, the Company incurred an expense of $355,527 representing an
arbitration award requiring the Company to pay the adverse party's legal fees.

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.

NOTE 7. -- EMPLOYEE BENEFIT PLANS

The Company has established a qualified profit sharing plan covering its
nonunion 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 made a contribution for the year ended December 31, 1995 of
$60,000. No contribution was made for the year ended December 31, 1994 or for
the nine months ended September 30, 1995 and 1996.

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, 1994 and 1995 and the nine months ended
September 30, 1995 and 1996 were $26,600, $28,900, $19,900 and $23,700,
respectively.

NOTE 8. -- MAJOR CUSTOMER

The Company had sales to one customer in 1994 and 1995 representing 11% and
12% of net sales, respectively.

NOTE 9. -- SUBSEQUENT EVENTS

In September, 1996, the Company reincorporated in the State of Nevada via a
merger of the Illinois corporation into the Company, which was a Nevada
corporation formed in September, 1996. The ratio of shares of the Illinois
corporation to the Nevada corporation is 5,412.745:1 and the ratio of shares of
V-F Acquisition, Inc., an investor group of the Illinois corporation, to the
Nevada corporation is 54.12745:1. The shares of the Illinois corporation held by
V-F Acquisition, Inc., the Illinois corporation's largest shareholder, were
cancelled in the merger. Further, the Nevada corporation changed its name to
Vita Food Products, Inc. upon completion of the merger. After the merger there
were 2,950,000 shares of common stock of the Company issued and outstanding. The
earnings per share calculation and all share information contained in these
financial statements have been retroactively adjusted to give effect to the
increases in authorized, issued and outstanding shares of common stock.

On September 11, 1996, the Company adopted the Vita Food Products, Inc.
1996 Employee Stock Option Plan (the "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 may be granted to employees 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 "Director Plan") pursuant to which 75,000 shares of
common stock have been reserved for issuance upon the exercise of options
designated as a "nonqualified stock option." These options may be granted to
directors who are not employees of the Company. 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. The Company's Chief
Financial Officer was granted options to purchase

F-12

<PAGE>
VITA FOOD PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS -- CONTINUED

NOTE 9. -- SUBSEQUENT EVENTS -- Continued
80,000 shares of Common Stock on October 14, 1996 at the initial public offering
price per share less the underwriting discount and pro rata portion of the
non-accountable expense allowance per share as determined in the Company's
initial public offering which vest in 20% increments over a 5-year period. The
Company does not intend to grant any other options under the Plan or the
Director Plan prior to the completion of the proposed public offering.

The Company intends to enter into employment agreements with two officers
of the Company that extend through January, 2000. Under the terms of these
agreements, each officer is entitled to be paid a salary of $215,000 annually
(adjusted annually for increases in the cost of living index), plus bonuses, if
any, and certain perquisites.

F-13

<PAGE>

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED HEREIN AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY
OTHER THAN THE SECURITIES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY
TO ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER
OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE OF THIS PROSPECTUS
OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary............................. 3
Risk Factors................................... 8
Use of Proceeds................................ 17
Capitalization................................. 19
Dividend Policy................................ 19
Dilution....................................... 20
Selected Financial Data........................ 21
Management's Discussion and Analysis
of Financial Condition and Results
of Operations................................ 23
Business....................................... 30
Management..................................... 40
Certain Relationships and Related
Transactions................................. 45
Principal Shareholders......................... 47
Description of the Company's Securities........ 48
Shares Eligible for Future Sale................ 50
Underwriting................................... 51
Legal Matters.................................. 53
Experts........................................ 53
Additional Information......................... 54
Financial Statements........................... F-1
</TABLE>

UNTIL FEBRUARY 10, 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

VITA FOOD
PRODUCTS, INC.
750,000 SHARES OF
COMMON STOCK
AND
750,000 REDEEMABLE
COMMON STOCK PURCHASE
WARRANTS
(INITIALLY SHARES OF COMMON STOCK AND WARRANTS MAY ONLY BE PURCHASED TOGETHER ON
THE BASIS OF ONE SHARE OF COMMON STOCK AND ONE WARRANT, BUT WILL TRADE
SEPARATELY IMMEDIATELY AFTER THE OFFERING IS COMPLETED)

(VITA FOOD PRODUCTS LOGO)

PROSPECTUS
NATIONAL SECURITIES CORPORATION
ACCESS FINANCIAL GROUP, INC.
JANUARY 16, 1997