UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
x Annual report under
Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year
ended December 31, 2008
OR
o Transition report under
Section 13 or 15(d) of the Securities Exchange Act of 1934
COMMISSION FILE NUMBER: 0-9376
INNOVATIVE
FOOD HOLDINGS, INC.
(Name of
Small Business Issuer in its Charter)
| FLORIDA | 20-116776 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
845 Beck Blvd., Suite 805 Naples,
Florida
|
34114
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(239)
596-0204
(Issuer's
Telephone Number, including Area Code)
SECURITIES
REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT: NONE
SECURITIES
REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT:
COMMON STOCK, $0.0001 PAR VALUE
PER SHARE
(Title of
class)
Check
whether the Issuer: (1) filed all reports required to be filed by Section 13 or
15(d) of the 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 o No x
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.
Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes o No x
On April
14, 2008, 171,787,638 shares of our common stock were outstanding.
The
aggregate market value of the voting and non-voting stock held by non-affiliates
was approximately $3,650,929 as of April 14, 2008, based upon a
closing price of $0.03 (post-reverse split) for the issuer's common stock on
such date.
The
Issuer's revenues for the fiscal year ended December 31, 2007 were
$6,733,402.
Check
whether the issues is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act Yes o No x
Explanatory
Note
This
amendment no. 1 is being filed solely to correct the disclosure under Item 8A.
Controls and Procedures and to revise Exhibits 31.1 and 31.2 to meet the
statutory disclosure. We are not updating any of the disclosures
contained in the initial filing and this amendment, though dated currently,
continues to speak only as of the dates of the disclosures in the initial
filing.
ITEM
8A. Controls and Procedures
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
Under the
supervision and with the participation of our principal executive officer and
principal financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined under Rule 13a-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by an issuer in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the issuer’s management,
including its principal executive and principal financial officers, or persons
performing similar functions as appropriate to allow timely decisions regarding
required disclosure. Our management has concluded that our
disclosure controls and procedures were effective as of December 31, 2008,
at the reasonable assurance level.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U.S. generally accepted accounting principles. Our internal
control over financial reporting includes those policies and procedures
that:
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(i)
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pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our
assets;
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(ii)
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provide
reasonable assurance that transactions are recorded as necessary to permit
the preparation of our consolidated financial statements in accordance
with U.S. generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of
our management and directors; and
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(iii)
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provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have
a material effect on the consolidated financial
statements.
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Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2008. In making this assessment,
management used the criteria set forth in Internal Control Over Financial
Reporting — Guidance for Smaller Public Companies issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
Subject
to the inherent limitations described in the following paragraph, our management
has concluded that our internal control over financial reporting was effective
as December 31, 2008 at the reasonable assurance level.
Inherent
Limitations Over Internal Controls
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate. Accordingly, our internal controls and procedures are
designed to provide reasonable assurance of achieving their
objectives.
Changes
in Internal Control over Financial Reporting
We have
made no change in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
Attestation
Report of the Registered Public Accounting Firm
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management’s report in this annual report on Form
10-K.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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.
INNOVATIVE
FOOD HOLDINGS, INC.
By: /s/ Sam
Klepfish
Sam
Klepfish, Chief Executive Officer and Director
Dated: November
10, 2009
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
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Name
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Title
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Date
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||
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/s/ Sam
Klepfish
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CEO and
Director
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November 10, 2009
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Sam
Klepfish
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(Principal
Executive Officer)
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|||
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/s/ John
McDonald
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Principal Accounting
Officer
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November 10, 2009
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John
McDonald
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(Principal
Financial Officer)
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/s/ Joel
Gold
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Director
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November 10, 2009
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Joel
Gold
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||||
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/s/ Michael Ferrone
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Director
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November 10, 2009
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Michael
Ferrone
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EXHIBIT
31.1
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350
AS
ADOPTED PURSUANT TO
SECTION
302 OF THE SARBANES OXLEY ACT OF 2002
CERTIFICATION
I, Sam
Klepfish, certify that:
1. I
have reviewed this annual report on Form 10-K of Innovative Food
Holdings, Inc.;
2. Based
on my knowledge, this 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 report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
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a.
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designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
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|
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b.
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designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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|
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c.
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evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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|
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d.
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disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;
and
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5.
I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
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a.
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all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
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b.
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any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
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Date: November
10, 2009
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/s/ Sam
Klepfish
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|
Sam
Klepfish, Chief Executive Officer and
Director
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EXHIBIT
31.2
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350
AS
ADOPTED PURSUANT TO
SECTION
302 OF THE SARBANES OXLEY ACT OF 2002
CERTIFICATION
I, John
McDonald, certify that:
1. I
have reviewed this annual report on Form 10-K of Innovative Food
Holdings, Inc.;
2. Based
on my knowledge, this 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 report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
|
a.
|
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
|
b.
|
designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
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|
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c.
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evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
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|
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d.
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disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth
fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting;
and
|
5.
I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the equivalent
functions):
|
a.
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all
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting
which are reasonably likely to adversely affect
the registrant's ability to record, process, summarize and
report financial information; and
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|
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b.
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any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's
internal control over financial
reporting.
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Date: November
10, 2009
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/s/ John
McDonald
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John
McDonald
Principal
Financial Officer
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