UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): October 6, 2006
(October 2, 2006)
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Innovative
Food holdings, Inc.
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(Exact
name of registrant as specified in its
charter)
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Florida
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0-9376
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20-1167761
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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1923
Trade Center Way, Naples, Florida
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34109
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (239) 596-0204
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):
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
4.02. Non-Reliance on Previously Reported Issued Financial Statements or a
Related Audit Report or Completed Interim Review
On
September 19, 2006, Mr. Sam Klepfish, our Interim President, in a review of
our
financial statements, observed that our financial statements did not contain
an
accrual for non-registration penalties arising under the subscription agreements
for our February and August 2005 financings. Mr. Klepfish discussed his concerns
with our board of directors and then raised the issue with our independent
auditors. Our independent auditors recommended that we present the issue to
our
outside accounting consulting firm and seek their comment on the matter. On
September 12, 2006, we retained the accounting consulting firm IncFin, LLC
to
analyze our financial statements and assist us in the preparation of our
financial statements, including specifically, but without limitation, any
required changes to our financial statements arising from a comment letter
from
the Securities and Exchange Commission dated January 19, 2006 commenting on
a
registration statement on Form SB-2 that we filed on December 21, 2005. On
October 2, 2006, we were advised by our accounting consultants that they believe
there are material errors contained in our financial statements for the fiscal
years ended December 31, 2004 and 2005 and for the interim periods ended March
31, 2005 and 2006, June 30, 2005 and 2006 and September 30, 2005. Our accounting
consultants also advised us that they had discussed their conclusions with
our
independent auditors and that our independent auditors were in agreement with
their conclusions. On October 3 and October 5, 2006, Mr. Klepfish contacted
each
of our directors to discuss the results of the investigation of our outside
accountants. As of the date hereof, our outside accounting consultants have
made
a preliminary determination that there are at least three areas in which our
financial statements require revision: one, with respect to the accrued
penalties identified above; two, with respect to the below market conversion
feature on convertible debt instruments issued in 2004; and three, the valuation
of common stock issued at below market prices. It is also possible that
additional
errors may be found when the accounting consultants complete their analysis.
Our
outside accounting consultants have advised us that at this time they cannot
quantify the changes to our financial statements that will be necessary to
properly restate them. Due to the need to address all of the above, it is
unlikely that we will be able to file timely our Quarterly Report on Form 10-QSB
for the quarter ended September 30, 2006.
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 hereunto
duly authorized.
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INNOVATIVE
FOOD HOLDINGS, INC.
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Dated:
October 6, 2006
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By:
/s/
Carol Houston
Carol
Houston, Principal Financial
Officer
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Innovative
Food Holdings, Inc. files Form 8-K
Naples,
Florida - October 6, 2006 - Innovative Food Holdings, Inc. (PK: IVFH) announced
today that it has filed a Current Report on Form 8-K with respect to the
reliability of its financial statements for all periods since December 31,
2004.
Accounting
errors were identified, some of them pursuant to an ongoing analysis of the
Company’s financial statements initiated by the Company’s Interim President,
primarily related
to the accounting for discounts and penalties related to convertible notes
previously issued by the Company and for shares issued at below market prices
in
2004 and during the first quarter of 2005. Specifically, an outside accounting
consulting firm retained by the Company has determined, and the Company’s
independent auditors have agreed, that the Company did not properly account
for
accrued penalties associated with the untimely registration of shares underlying
certain outstanding convertible notes , that the Company did not properly
account for beneficial conversion features associated with the notes and
that certain issuances of stock at below market prices were not properly
accounted for. While the Company cannot currently quantify the amount of the
restatement in question, it currently appears most likely that the necessary
changes to the Company’s financial statements will increase the Company’s
liabilities and non-cash expenses from the amounts previously reported.
Sam
Klepfish, Interim President noted “We are committed to growing Food
Innovation’s core business. Recently, we initiated an ongoing analysis of our
operations and our financial statements geared towards improving all aspects
of
the Company’s operations and we determined that certain adjustments needed to be
made. The adjustments are related to the correct application of GAAP rules
relating to certain non cash expenses and liabilities for stock issuances and
debt issuances which took place in 2004 and 2005 and are expected to have no
significant effect on the Company’s ongoing operations,. In addition, upon
completion of any required adjustments and the filing of the Company’s Annual
Report on Form 10-KSB for the 2006 fiscal year, we intend to reapply to the
NASD
to have the Company’s common stock quoted on the OTC:BB. We believe strongly in
our core business and its growth potential and we are committed to building
value for our shareholders. In addition, management, which is directly aligned
with shareholders, has not sold any shares
in
the Company over the last two years and currently has no intention of doing
so
in the near future.”
Innovative
Food Holdings, Inc. through its wholly owned subsidiary, Food Innovations,
Inc.,
provides just-in-time fine food products and food solutions to restaurants,
hotels and other food industry establishments. Uniquely enabled by its business
model, Food Innovations supplies discerning chefs with the food products they
need, when they need them. Not Before. Not Later. Just-in-time.
For
information about the Company and its subsidiary, please visit www.foodinno.com.
This
press release contains forward-looking statements (within the meaning of the
Private Securities Litigation Reform Act of 1995) that are based on current
expectations, estimates and projections about IVFH's business based partly
on
assumptions made by its management. These statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that are
difficult to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such statements due to
numerous factors, including, but not limited to, those described above, adverse
economic conditions, loss of a material contract, 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 suppliers, 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 release or in reports filed
by us with SEC. The forward-looking statements contained herein speak only
as of
the date on which they are made, and IVFH undertakes no obligation to update
any
of them to reflect events or circumstances after the date of this release.
Contact:
Innovative
Food Holdings and Food Innovations
Chef
Z.
Zackary Ziakas, COO
(239)
596-0204
chefz@foodinno.com
Source:
Innovative Food Holdings, Inc.