UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D. C. 20549
FORM
10-QSB
x
Quarterly report
pursuant to Section 13 or 15(d) of the Securities and Exchange Act of
1934.
For
the quarterly period ended March 31, 2006
o
Transition report
pursuant to Section 13 or 15(d) of the Exchange
Act
for
the transition period from _________ to _________.
Commission
File Number: 0-9376
INNOVATIVE
FOOD HOLDINGS, INC.
(Exact
Name of Small Business Issuer as Specified in its Charter)
|
FLORIDA
|
20-1167761
|
|
(State
of or Other Jurisdiction of
Incorporation
or Organization)
|
(IRS Employer I.D. No.) |
1923
Trade Center Way
Naples,
Florida 34109
(Address
of Principal Executive Offices)
(239)
596-0204
(Issuer's
Telephone Number, Including Area Code)
Check
whether the issuer: (1) filed all reports required to be filed by Section 13
or
15(d) of the Issuer Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been
subject to such filing requirements for the past 90 days.
YES
x NO o
Indicate
by check mark whether the issuer is a shell company (as defined in Regulation
12b-2 of the Exchange Act).
YES
o NO x
State
the
number of shares outstanding of each of the issuer's classes of Common equity,
as of the latest practicable date:
108,342,037
Common Shares as of April 30, 2006
Transitional
Small Business Disclosure Format:
YES
o NO x
1
INNOVATIVE
FOOD HOLDINGS, INC.
INDEX
TO FORM 10-QSB
|
Page
|
||
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
|
Item
1.
|
Consolidated
Financial Statements (unaudited)
|
|
|
Balance
Sheet as of March 31, 2006
|
3
|
|
|
Statements
of Operations for the three months ended March 31, 2006 and March
31,
2005
|
4
|
|
|
Statements
of Cash Flows for the three months ended March 31, 2006 and March
31,
2005
|
5
|
|
|
Consolidated
Condensed Statements of Shareholders Equity as of March 31, 2006
and March
31, 2005
|
6
|
|
|
Notes
to Financial Statements
|
7
|
|
|
Item
2.
|
Management's
Discussion and Analysis (including cautionary statement)
|
11
|
|
Item
3.
|
Controls
and Procedures
|
14
|
|
PART
II.
|
OTHER
INFORMATION
|
|
|
Item
1.
|
Legal
Proceedings
|
14
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
14
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
15
|
|
Item
4.
|
Submission
of Matters to a Vote of Securities Holders
|
15
|
|
Item
5.
|
Other
Information
|
15
|
|
Item
6.
|
Exhibits
|
15
|
|
Signatures
|
16
|
2
PART
I -
FINANCIAL STATEMENTS
|
Innovative
Food Holdings, Inc. and Subsidiary
|
||||
|
Consolidated
Balance Sheet
|
||||
|
March
31, 2006
|
||||
|
UNAUDITED
|
||||
|
ASSETS
|
Mar,
31
|
|||
|
2006
|
||||
|
Current
Assets
|
||||
|
Cash
|
$
|
12,890
|
||
|
Accounts
receivable
|
331,458
|
|||
|
Loan
Receivable
|
293,902
|
|||
|
Inventory
|
5,201
|
|||
|
Prepaid
Expenses
|
-
|
|||
|
Prpaid
Royalties
|
96,000
|
|||
|
Total
Current Assets
|
739,451
|
|||
|
Property
and equipment - at cost, net of
|
||||
|
accumulated
depreciation and amortization
|
78,991
|
|||
|
$
|
818,442
|
|||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
||||
|
Curent
Liabilities
|
||||
|
Accounts
payable
|
$
|
599,894
|
||
|
Accrued
taxes and expenses
|
12,626
|
|||
|
Accrued
interest payable
|
131,386
|
|||
|
Loan
payable bank
|
24,247
|
|||
|
Convertible
debentures payable
|
152,247
|
|||
|
Total
Current Liabilities
|
920,400
|
|||
|
Notes
& loans payable
|
714,000
|
|||
|
Stockholders'
Deficiency
|
||||
|
Common
stock authorized 500,000,000
|
||||
|
108,342,037
issued and outstanding
|
10,834
|
|||
|
Preferred
stock authorized 10,000,000, none issued
|
-
|
|||
|
Additional
paid-in capital
|
2,248,963
|
|||
|
Paid-in-capital-warrants
|
289,164
|
|||
|
Accumulated
deficit
|
(3,364,919
|
)
|
||
|
(815,958
|
)
|
|||
|
$
|
818,442
|
|||
|
The
accompanying notes are an integral part of the financial statements
|
||||
3
|
Innovative
Food Holdings, Inc. and Subsidiary
|
|||||||
|
Consolidated
Statements of Operations
|
|||||||
|
Three
months ended
|
|||||||
|
31-Mar
|
31-Mar
|
||||||
|
2006
|
|
2005
|
|||||
|
Revenues
|
|||||||
|
Sales
|
$
|
1,623,142
|
$
|
1,103,797
|
|||
|
Other
income
|
17,904
|
66,578
|
|||||
|
1,641,046
|
1,170,375
|
||||||
|
Costs
and expenses
|
|||||||
|
Cost
of goods sold
|
1,265,094
|
926,722
|
|||||
|
Selling
expenses
|
196,870
|
191,287
|
|||||
|
General
and administrative expenses
|
223,381
|
145,025
|
|||||
|
1,685,345
|
1,263,034
|
||||||
|
Loss
before other income (expense) and
|
|||||||
|
provision
for income taxes
|
(44,298
|
)
|
(92,659
|
)
|
|||
|
Other
income (expense):
|
|||||||
|
Interest
expense
|
(23,738
|
)
|
(15,909
|
)
|
|||
|
Amortization
of discount on debentures
|
(45,752
|
)
|
|||||
|
(69,489
|
)
|
(15,909
|
)
|
||||
|
Income/Loss
before income taxes expense
|
(113,788
|
)
|
(108,568
|
)
|
|||
|
Income
tax expense
|
-
|
-
|
|||||
|
NET
LOSS
|
$
|
(113,788
|
)
|
$
|
(108,568
|
)
|
|
|
Loss
per share - basic and diluted
|
$
|
-
|
$
|
-
|
|||
|
The
accompanying notes are an integral part of the financial statements.
|
|||||||
4
|
Innovative
Food Holdings Inc. and Subsidiary
|
|||||||
|
Consolidated
Statements of Cash Flows
|
|||||||
|
Three
months endeed March 31
|
|||||||
|
31-Mar
|
31-Mar
|
||||||
|
2006
|
2005
|
||||||
|
Cash
flows from operating activities
|
|||||||
|
Net
loss
|
$
|
(113,788
|
)
|
$
|
(108,568
|
)
|
|
|
Adjustments
to reconcile net loss to net cash
|
|||||||
|
used
in operating activities
|
-
|
-
|
|||||
|
Depreciation
|
12,897
|
10,732
|
|||||
|
Stock
issued as bonuses to employees and board members
|
5,625
|
||||||
|
Accounts
receivable
|
107,883
|
(25,144
|
)
|
||||
|
Inventory
|
(921
|
)
|
(30,364
|
)
|
|||
|
Accounts
payable increase(decrease)
|
(25,106
|
)
|
(32,559
|
)
|
|||
|
Accrued
taxes and expenses
|
7,700
|
-
|
|||||
|
Loan
payable bank
|
-
|
(25,073
|
)
|
||||
|
Net
cash used in operating activities
|
(11,335
|
)
|
(205,351
|
)
|
|||
|
Cash
flows from investing activities
|
-
|
-
|
|||||
|
Funds
advanced to extend an option to purchase
|
(203,157
|
)
|
-
|
||||
|
Acquisition
of property and equipment
|
(4,521
|
)
|
-
|
||||
|
Net
cash used in investing activities
|
(207,678
|
)
|
-
|
||||
|
Cash
flows from financing activities
|
|||||||
|
Proceeds
from issuance of long-term-debt
|
-
|
350,000
|
|||||
|
Proceeds
from sale of stock
|
67,000
|
||||||
|
Debentures
issed from stock conversion
|
197,840
|
-
|
|||||
|
Net
cash provided by financing activities
|
197,840
|
417,000
|
|||||
|
NET
DECREASE IN CASH AND CASH
|
|||||||
|
EQUIVALENTS
|
(21,173
|
)
|
211,649
|
||||
|
Cash
and cash equivalents at beginning of year
|
34,063
|
28,011
|
|||||
|
Cash
and cash equivalents at end of 1st Qtr
|
$
|
12,891
|
$
|
239,660
|
|||
|
Supplemental
cash flow disclosures:
|
|||||||
|
Interest
Paid
|
$
|
665
|
$
|
-
|
|||
|
Income
taxes paid
|
|||||||
|
The
accompanying notes are an integral part of the financial
statements.
|
|||||||
5
|
Innovative
Food Holdings and Subsidiary
|
||||||||||
|
Year
Ended December 31, 2005 Earnings Per Share
|
||||||||||
|
Income
|
Number
of Shares
|
Amount
|
||||||||
|
(numerator)
|
outstanding
|
per
share
|
||||||||
|
Net
Income
|
(113,788
|
)
|
||||||||
|
Less:
Preferred stock dividends
|
0
|
|||||||||
|
Basic
EPS
|
||||||||||
|
Income
available to common stockholders
|
(113,788
|
)
|
106,650,926
|
($0.001
|
)
|
|||||
|
Effects
of Dilutive Securities
|
||||||||||
|
Options
to purchase common stock
|
||||||||||
|
8%
convertible notes
|
22,880,000
|
|||||||||
|
Warrants
|
||||||||||
|
Diluted
EPS
|
||||||||||
|
Income
available to common stockholders
|
||||||||||
|
adjusted
for the effects of assumed
|
||||||||||
|
exercise
of options and conversion of notes
|
(113,788
|
)
|
500,000,000
|
($0.000
|
)
|
|||||
The
accompanying notes are an integral part of the financial
statements.
6
INNOVATIVE
FOOD HOLDINGS, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE
1: Basis
of Presentation
The
accompanying Consolidated Condensed Financial Statements of Innovative Food
Holdings, Inc. and subsidiary (collectively, the “Company”) have been prepared
in accordance with accounting principles generally accepted for interim
financial statement presentation and in accordance with the instructions to
Form
10-QSB and Article 10 of Regulation S-X. Accordingly, they do not include all
of
the information and footnotes required by accounting principles generally
accepted for complete financial statement presentation. In the opinion of
management, all adjustments for a fair statement of the results of operations
and financial position for the interim periods presented have been included.
All
such adjustments are of a normal recurring nature. This financial information
should be read in conjunction with the Consolidated Financial Statements and
Notes thereto included in the Company’s Annual Report on Form 10-KSB for the
year ended December 31, 2005. There have been no changes in significant
accounting policies since December 31, 2005.
NOTE
2: Nature
of Activities and Significant Accounting Policies
Nature
of Business:
Innovative Food Holdings Inc. is the parent company of Food Innovations Inc.,
of
which it owns 100%. The activities of the business are accounted for by the
equity method. The parent/subsidiary relationship commenced in February 2004.
Food Innovations, Inc. is in the business of providing premium white tablecloth
restaurants with the freshest, origin specific perishable products direct from
its network of vendors to the back door within 48 hours.
Basis
of Presentation: The
Consolidated Financial Statements reflect the operations of Food Innovations
Inc., a provider of wholesale, origin specific perishable and specialty products
as a continuing operation.
A
summary
of the Company’s significant accounting policies follows:
Accounting
estimates:
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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. Actual results could differ from those
estimates.
Principles
of Consolidation: The
Consolidated Financial Statements include the accounts of Innovative Food
Holdings Inc., and its operating subsidiary, which is wholly owned. All
intercompany balances and transactions have been eliminated in
consolidation.
7
Revenue
recognition: The
Company recognizes revenue upon shipment of the product from the vendor.
Shipping and handling costs incurred by the Company are included in cost of
goods sold.
Cash
and cash equivalents:
For
purpose of reporting cash flows, the Company considers all highly liquid
investments with original maturities of three months or less to be cash
equivalents.
Concentration
of credit risk:
Financial instruments, which potentially subject the Company to concentrations
of credit risk, consist of cash and accounts receivable. The Company places
its
cash with high quality financial institutions because at times it may exceed
the
FDIC $100,000 insurance limit.
Trade
receivables:
Trade
receivables are carried at the original charge amount less any estimated amount
made for doubtful receivables, if any, based on a review of all outstanding
amounts on a quarterly basis. Management determines the allowance for doubtful
accounts, by identifying troubled accounts and by using historical experience
applied to an aging of accounts. Trade receivables are written off when deemed
uncollectible. Recoveries of trade receivables previously written off are
recorded when received. The accounts receivable were assigned as security in
February 2005.
Inventories:
A small
amount of inventory is held at cost.
Property
and Equipment:
Property
and equipment is stated at cost. Depreciation is computed based on estimated
useful lives of office equipment 5 years; computer equipment and software 3
years, using the straight-line method and the declining balance method.
Income
Taxes:
Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for
the
effects of changes in tax laws and rates on the date of enactment.
NOTE
3: Per
Share Information
In
accordance with SFAS No. 128, “Earnings Per Share”, basic net income per common
share (“Basic EPS”) is computed by dividing the net income attributable to
common shareholders by the weighted-average number of common shares and dilutive
common share equivalents and convertible securities then outstanding. SFAS
No.
128 requires the presentation of both Basic EPS and Diluted EPS on the face
of
the Company’s Consolidated Statements of Operations.
.
8
ITEM
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
Some
of
the matters discussed in this section contain forward-looking statements and
information relating to us that are based on the current beliefs and
expectations of management, as well as assumptions made by and information
currently available to us. When used in this section, and elsewhere in this
Form
10-QSB, the words "anticipate", "believe", "estimate", “should” and "expect" and
similar expressions, as they relate to us are intended to identify
forward-looking statements. Such statements reflect the current views of our
management with respect to future events and are subject to certain risks,
uncertainties and assumptions, which could cause the actual results to differ
materially from those reflected in the forward-looking statements.
Cautionary
Statements
The
following are cautionary statements made pursuant to the Private Securities
Litigation Reform Act of 1995 in order for the Company to avail itself of the
“safe harbor” provisions of the Reform Act. The discussions and information in
this document may contain both historical and forward-looking statements. To
the
extent that the document contains forward-looking statements regarding the
financial condition, operating results, business prospects or any other aspect
of the Company, please be advised that the Company’s actual financial condition,
operating results and business performance may differ materially from that
projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited
to
adverse economic conditions, inability to attract prospective new customers
or
retain existing customers, resulting in a declining revenue base, intense
competition, including entry of new competitors and services, adverse federal,
state and local government regulation, unexpected costs and operating deficits,
lower sales and revenues than forecast, default on leases or other indebtedness,
loss of supplies, price increases for capital, supplies and materials,
inadequate capital and/or inability to raise financing, the risk of litigation
and administrative proceedings involving the Company and its employees, higher
than anticipated labor costs, the possible acquisition of new businesses that
result in operating losses or that do not perform as anticipated, resulting
in
unanticipated losses, the possible fluctuation and volatility of the Company’s
operating results and financial condition, adverse publicity and news coverage,
inability to carry out marketing and sales plans, loss of key executives,
changes in interest rates, inflationary factors, and other specific risks that
may be alluded to in this or in other reports issued by the Company. In addition
to the above, specific risk factors relating to our business are contained
in
our Annual Report on Form 10-KSB for the year ended December 31,
2005
The
following discussion should be read in conjunction with the consolidated
financial statements and the related notes thereto, as well as all other related
notes, and financial and operational references, appearing elsewhere in this
document.
9
RESULTS
OF OPERATIONS
Our
sales
for the three months ended March 31, 2006 and 2005 were $1,623,142 and
$1,103,797, respectively. Management believes that this increase of
approximately 47% was primarily due to the increase in the number of divisions
of US Foodservice (“USF”) through which our products were sold and increased
awareness in the market place of the service we provide.
The
following table sets forth for the periods indicated the percentage of net
revenues represented by the certain items reflected in our statement of
operations:
|
|
2006
|
2005
|
|||||
|
Net
Revenue
|
100.00
|
%
|
100.00
|
%
|
|||
|
Cost
of Goods Sold
|
(77.00
|
%)
|
(79.18
|
%)
|
|||
|
Gross
Margin
|
23.00
|
%
|
20.82
|
%
|
|||
|
Selling,
general and administrative expenses
|
(25.60
|
%)
|
(28.74
|
%)
|
|||
|
Interest
& amortization expense
|
(4.23
|
%)
|
(1.36
|
%)
|
|||
|
Net
Loss
|
(6.93
|
%)
|
(9.28
|
%)
|
|||
The
following is a discussion of our financial condition and results of operations
for the quarters ended March 31, 2006 and 2005. This discussion may contain
forward looking-statements that involve risks and uncertainties. Our actual
results could differ materially from the forward looking-statements discussed
in
this report. This discussion should be read in conjunction with our consolidated
financial statements, the notes thereto and other financial information included
elsewhere in the report.
Quarter
Ended March 31, 2006 Compared to Quarter Ended March 31,
2005
Revenue
increased by $ 470,671,
or 40.2%, to $1,641,046 for the quarter ended March 31, 2006 from $1,170,375
in
the prior year. The substantial portion of the increase was attributable to
increases in sales of specialty products and cheeses to our product offerings,
and an increase in the number of divisions of USF that offered our products
to
their customers and an increase in awareness within the market place or the
service we have to offer.
10
Our
cost
of revenues during the quarters ended March 31, 2006 and 2005 are primarily
comprised of (1) cost of goods sold (77.00% and 79.18%, respectively), (2)
selling expenses (12.00% and 16.34%, respectively), and (3) general and
administrative expenses (13.61% and 12.39%, respectively).
Consolidated
gross margin as a percentage of net revenue was 22.91% during the quarter ended
March 31, 2006, compared to 20.82% in the quarter ended March 31, 2005,
representing an absolute percentage point increase of 2.09%. This increase
was
primarily due to reduced employee expenses and participation in fewer USF food
shows.
Selling
expenses increased by approximately $5,583, or 2.09%, from approximately
$191,287 to approximately $196,870 for the quarters ended March 31, 2005 and
2006, respectively. The increase was attributable To an increase in earned
commissions as related to the sales increase.
General
and Administrative expenses ("G&A") increased by approximately $78,356, or
54.00%, when comparing G&A of approximately $223,381 and $145,025 for the
quarters ended March 31, 2006 and 2005, respectively. The increase was primarily
attributable to larger than anticipated legal fees for the months of February
and March, 2006 and the implementation of a benefit plan for the employees
and
management in June of 2005.
We
continuously evaluate the collectibility of trade receivables by reviewing
such
factors as deterioration of the results of operations and the financial
condition or bankruptcy filings of our customers. As a result of this review
process, we record bad debt provisions to adjust the carrying amount of the
receivables to their realizable value. Provisions for bad debts are also
recorded resulting from the review of other factors, including (a) length of
time the receivables are past due, (b) historical experience and (c) other
factors obtained during collection efforts. If the circumstances relating to
any
specific customers change adversely, our provision for bad debts would be
changed accordingly.
Other
Income
Other
Income decreased by approximately $48,674 from approximately $66,578 to
approximately $17,904 for the quarter ended March 31, 2006
11
Liquidity
and Capital Resources
As
of
March 31, 2006 the Company had cash on hand of $12,890, a decrease of $21,173
over December 31, 2005. During the three months ended March 31, 2006, no cash
flows were provided by financing activities .Cash used in operating activities
was $11,335.
Historically,
our primary cash requirements have been used to fund the cost of operations,
with additional funds having been used in promotion and advertising and in
connection with the exploration of new business lines.
Under
current operating plans and assumptions, management believes that projected
cash
flows from operations and available cash resources will be sufficient to satisfy
our anticipated cash requirements for at least the next twelve months based
on
our current operations. As we seek to increase our sales of perishables, as
well
as identify new and other consumer oriented products and services, and if the
option to purchase the pasta company is exercised, we may use existing cash
reserves, long-term financing, or other means to finance such diversification.
Critical
Accounting Policy and Accounting Estimate Discussion
In
accordance with the Securities and Exchange Commission's (the "Commission")
Release Nos. 33-8040; 34-45149; and FR-60 issued in December 2001, referencing
the Commission's statement "regarding the selection and disclosure by public
companies of critical accounting policies and practices", we have set forth
in
Note 2 of the Notes to Consolidated Financial Statements what we believe to
be
the most pervasive accounting policies and estimates that could have a material
effect on our results of operations and cash flows if general business
conditions or individual customer financial circumstances change in an adverse
way relative to the policies and estimates used in the attached financial
statements or in any "forward looking" statements contained herein.
ITEM
3 - CONTROLS AND PROCEDURES
(a)
Evaluation of disclosure controls and procedures
Our
principal Executive Officer and Principal Financial Officer, after evaluating
the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered
by this Quarterly Report, have concluded that as of that date, our disclosure
controls and procedures were adequate and effective to ensure that information
required to be disclosed by us in the reports we file or submit with the
Securities and Exchange Commission is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.
12
(b)
Changes in internal control over financial reporting
There
were no changes in our internal control over financial reporting identified
in
connection with eh evaluation required by Exchange Act Rules 13a-15(d) and
15-d-15 that occurred during the period covered by this Quarterly report that
has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.
PART
II. - OTHER INFORMATION
Item
1. Legal Proceedings
NONE
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
We
have
funded the operating losses we incurred in 2006 and in prior years by sales
and
in private placements of our equity securities. No equity securities were sold
during the three months ended March 31, 2006.
Item
3. Defaults Upon Senior Securities
NONE
Item
4. Submission of Matters to a Vote of Security Holders
NONE
Item
5. Other Information
NONE
Item
6. Exhibits
| 31.1 |
Section
302 Certification
|
| 31.2 |
Section
302 Certification
|
| 32.1 |
Section
906 Certification
|
| 32.2 |
Section
906 Certification
|
13
SIGNATURES
Pursuant
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, thereunto
duly authorized.
|
SIGNATURE
|
TITLE
|
DATE
|
|
Joe
DiMaggio
/s/
Joe DiMaggio
|
Chief
Executive Officer
|
May
15,, 2006
|
|
Carol
Houston
/s/
Carol Houston
|
Principal
Financial Officer
|
May
15, 2006
|
14
Exhibit
31.1
I,
Joe
DiMaggio, certify that:
I
have
reviewed this quarterly report on Form 10-QSB of Innovative Food Holdings,
Inc.;
Based
on
my knowledge, this quarterly report does not contain any untrue statement of
a
material fact, or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not
misleading with respect to the period covered by this quarterly report;
and
Based
on
my knowledge, the financial statements, and other financial information included
in this quarterly report, fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer as of, and for,
the periods presented in this quarterly report.
I
am
responsible for establishing and maintaining disclosure controls and procedures
for the issuer and have:
Designed
such disclosure controls and procedures to ensure that material information
relating to the issuer is made known to me, particularly during the period
in
which the periodic reports are being prepared;
Evaluated
the effectiveness of the issuer’s disclosure controls and procedures as of March
31, 2006; and
Presented
in the report our conclusions about the effectiveness of the disclosure controls
and procedures based on my evaluation as of the Evaluation Date;
I
have
disclosed, based on my most recent evaluation, to the issuer’s auditors and the
audit committee of the board of directors (or persons fulfilling the equivalent
function):
All
significant deficiencies in the design or operation of internal controls which
could adversely affect the issuer’s ability to record, process, summarize and
report financial data and have identified for the issuer’s auditors any material
weaknesses in internal controls; and
Any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the issuer’s internal controls; and
I
have
indicated in the report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
/s/
Joe
DiMaggio
Joe
DiMaggio, C.E.O.
May
15,
2006
Exhibit
31.2
I,
Carol
Houston, certify that:
I
have
reviewed this quarterly report on Form 10-QSB of Innovative Food Holdings,
Inc.;
Based
on
my knowledge, this quarterly report does not contain any untrue statement of
a
material fact, or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made,
not
misleading with respect to the period covered by this quarterly report;
and
Based
on
my knowledge, the financial statements, and other financial information included
in this quarterly report, fairly present in all material respects the financial
position, results of operations, and cash flows of the issuer as of, and for,
the periods presented in this quarterly report.
I
am
responsible for establishing and maintaining disclosure controls and procedures
for the issuer and have:
Designed
such disclosure controls and procedures to ensure that material information
relating to the issuer is made known to me, particularly during the period
in
which the periodic reports are being prepared;
Evaluated
the effectiveness of the issuer’s disclosure controls and procedures as of March
31, 2006; and
Presented
in the report our conclusions about the effectiveness of the disclosure controls
and procedures based on my evaluation as of the Evaluation Date;
I
have
disclosed, based on my most recent evaluation, to the issuer’s auditors and the
audit committee of the board of directors (or persons fulfilling the equivalent
function):
All
significant deficiencies in the design or operation of internal controls which
could adversely affect the issuer’s ability to record, process, summarize and
report financial data and have identified for the issuer’s auditors any material
weaknesses in internal controls; and
Any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the issuer’s internal controls; and
I
have
indicated in the report whether or not there were significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
/s/
Carol
Houston
Carol
Houston, Principal Financial Officer
May
15,
2006
Exhibit
32.1
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
In
connection with the quarterly filing of Innovative Food Holdings, Inc., (the
“Company”) on Form 10-QSB for the period ended March 31, 2006, as filed with the
Securities and Exchange Commission (the "Report"), I, Sam Klepfish, President
of
the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
(18 U.S.C.ss.1350), that:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
/S/Joe
DiMaggio
Joe
DiMaggio
Chief
Executive Officer
May
15,
2006
Exhibit
32.2
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
In
connection with the quarterly filing of Innovative Food Holdings, Inc., (the
“Company”) on Form 10-QSB for the period ended March 31, 2006, as filed with the
Securities and Exchange Commission (the "Report"), I, Carol Houston, Principal
Financial Officer of the Company, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350), that:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
/S/Carol
Houston
Carol
Houston
Principal
Financial Officer
May
15,
2006