CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Date~~Pursuant to ofSection ~~Report~~ 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange ~~June~~Act ~~15,~~of ~~2007~~1934

~~Vita~~Date ~~Food~~of ~~Products, Inc.~~ Report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified~~reported) inJune ~~its~~29, ~~charter)~~2007

Nevada	1-12599	36-3171548
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

Vita Food Products, Inc.

2222 West Lake Street		60612
Chicago, Illinois		(Zip Code)
(Address of principal executive offices)

(Exact name of registrant as specified in its charter)

(312) 738-4500 (Registrant’s telephone number, including area code)

Nevada	1-12599	36-3171548
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

2222 West Lake Street
Chicago, Illinois		60612
(Address of principal executive offices)		(Zip Code)

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (~~17 CFR 230.425~~312)738-4500

~~o Soliciting~~(Registrant’s telephone ~~material~~number, ~~pursuant~~including toarea ~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~code)

~~o Pre~~Check the appropriate box below if the Form 8-~~commencement~~K ~~communications~~filing ~~pursuant~~is intended to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instruction A.~~14d-~~2(b. below)):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.0102 ~~Entry~~Termination ~~into~~of a Material ~~Definitive~~ Definitive Agreement.

On June 1529, 2007, Vita Food Products, Inc. (the “Company”) issued ~~a Promissory Note (the “Note”)~~ to MDB Alternative Investments L.L.C. (“MDB”) 2,400,000 anshares ~~entity~~of toits common stock, bepar ~~controlled~~value by$.01 ~~Howard~~per ~~Bedford,~~share a(“Common ~~member~~Stock”) ofand ~~the~~warrants ~~Company’s~~to ~~Board~~purchase a total of 2,000,000 ~~Directors~~additional ~~(“Bedford”). The~~shares ~~Note~~of ~~was~~Common ~~issued~~Stock in consideration for ~~MDB’s transfer~~an ~~of the remaining~~ initial $21,000,000 ofadvance ~~Bedford’s~~and ~~previously~~subsequent ~~announced~~ $32,000,000 ~~aggregate~~loan ~~investment~~to in the Company (the “Loan”). The ~~Note~~Loan iswas ~~secured~~evidenced by a ~~Second~~promissory ~~Mortgage~~note, dated onJune ~~the~~15, ~~Company’s~~2007, ~~real~~and ~~property located~~secured atby ~~2222~~a ~~West~~second ~~Lake~~mortgage ~~Street~~on the Company’s facility in Chicago, Illinois, ~~and~~each ~~bears interest at the annual rate~~ of ~~6%. The~~which ~~Note~~was ~~matures~~cancelled on ~~August~~ 31June 29, 2007. MDB ~~but~~ is ~~prepayable~~an ~~without~~entity ~~penalty. The~~controlled ~~Company~~by ~~intends~~Howard Bedford, toa ~~prepay~~member ~~the~~of ~~Note upon~~ the Company’s ~~issuance~~Board ~~to MDB~~ of ~~2,400,000~~Directors ~~shares~~(“Bedford”). All of ~~common~~the ~~stock~~shares ~~and~~issued ~~warrants~~ to ~~purchase a total of 2~~MDB,~~000,000~~ ~~additional~~as ~~shares~~well ~~pursuant~~as to the ~~Securities Purchase~~shares ~~Agreement~~underlying ~~between~~ the ~~Company and Mr. Bedford dated May 14, 2007. At~~ ~~such~~warrants ~~time,~~issued ~~the~~to ~~entire $3~~MDB,~~000,000~~ ~~will~~have ~~become~~been anapproved ~~equity~~for ~~investment~~listing inon the ~~Company. The~~ ~~Company’s~~American ~~issuance of such~~Stock ~~securities~~Exchange, ~~remains~~and ~~subject~~the ~~to a~~ waiting period imposed by the Federal securities laws to follow the Company’s distribution ofon aJune ~~Schedule 14C Information Statement to stockholders as well as approval by the American Stock Exchange~~6, ~~that~~ ~~has~~2007 ~~been requested,~~ of ~~the~~a ~~listing of the shares to be issued to MDB.~~ Schedule 14C ~~was~~Information Statement ~~distributed~~ to ~~all registered~~its stockholders onhas ~~June 6, 2007~~expired.

A copy of the Company’s press release with respect to these matters is attached as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 93.0102 ~~Financial~~Unregistered ~~Statements~~Sales ~~and~~of ~~Exhibits~~Equity Securities.

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

~~Not~~ITEM ~~applicable~~5.01 Changes in Control of the Registrant.

~~(b) Pro~~As a result of the issuance of the securities ~~forma~~described ~~financial~~in ~~information~~Items 1.02 and 3.02 above, the entirety of which are incorporated into this Item 5.01 by reference, Bedford beneficially owns approximately 53.4% of the Company’s outstanding Common Stock. Bedford used his personal funds for this investment. Prior to the issuance of the securities to MDB, no individual or entity beneficially owned an amount of voting securities sufficient to control of the Company.

~~Not~~ITEM ~~applicable~~9.01 Financial Statements and Exhibits.

(ca) ~~Shell~~Financial ~~Company~~statements ~~Transactions~~of businesses acquired.

~~Not applicable.~~2

~~(d) Exhibits~~Not applicable.

~~See~~(b) Pro forma ~~exhibit~~financial ~~index attached~~information.

2Not applicable.

~~SIGNATURES~~(c) Shell Company Transactions.

~~Pursuant~~Not ~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~applicable.

	VITA FOOD PRODUCTS, INC.
Date: June 20, 2007	By:	/s/ Clifford K. Bolen
		Clifford K. Bolen
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: June 20, 2007	By:	/s/ R. Anthony Nelson
		R. Anthony Nelson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

(d) Exhibits.

3See exhibit index attached.

~~EXHIBIT INDEX~~3

Exhibit Number		Document
10.1		Promissory Note issued by Vita Food Products, Inc. to MDB Alternative Investments L.L.C. dated June 15, 2007.
10.2		Second Mortgage issued by Vita Food Products, Inc. to MDB Alternative Investments, L.L.C. dated June 15, 2007.
99.1		Press Release dated June 20, 2007.

SIGNATURES

4Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VITA FOOD PRODUCTS, INC.


Date: June 29, 2007	By:	/s/ Clifford K. Bolen
		Clifford K. Bolen
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: June 29, 2007	By:	/s/ R. Anthony Nelson
		R. Anthony Nelson
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Number		Document

99.1		Press Release dated June 29, 2007.

Filing Compare · VITA FOOD PRODUCTS INC