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FEDER,
KASZOVITZ, ISAACSON, WEBER, SKALA, BASS & RHINE LLP
ATTORNEYS
AT LAW
INTERNATIONAL
PLAZA
750
LEXINGTON
AVENUE
NEW
YORK,
N. Y. 10022-1200
|
Telefax
212-888-7776
|
Telephone:
212-888-8200
|
Writer's
Ext.:
321
|
October
18, 2006
VIA
EDGAR
Securities
and Exchange Commission
Adam
Phippen, CPA
Division
of Corporate finance
100
F
Street, N.E.
Washington,
D.C. 20549-5546
RE:
Innovative Food Holdings, Inc. (the “Company”)
Gentlemen:
We
are
general counsel to the Company. On October 6, 2006 the Company filed a Current
Report on Form 8-K (the “8-K”). By letter dated October 10, 2006 (the “Letter”),
the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) transmitted to the Company comments on the 8-K. On behalf of the
Company we are responding to the Staff’s comments contained in the Letter. The
numbered paragraphs below correspond to the numbered comments in the
Letter.
| 1. |
The
Company is the successor by merger to a Company previously named
Alpha
Solarco. Pursuant to previous filings by the Company made under its
previous name, as available on the Commission’s EDGAR system, it appears
that the Company’s 1934 Act file number is, in fact, 0-9376 as
stated.
|
| 2. |
It
is the practice of this law firm to provide the date of the particular
Report, and then in parentheses next to it to provide the date of
the
earliest event being reported. Our law firm has always felt that
this more
closely reflects the information requested by the Commission on the
Form
8-K. If this practice does not meet your approval, we will discontinue
it.
|
Securities
and Exchange Commission
October
18, 2006
Page
2
| 3. |
Both
of the dates referred to in the 8-K and the Letter are correct, and
it is
mere coincidence that they are so close in time. As disclosed in
the 8-K,
the Company retained the accounting consultants on September 12,
2006 for
the limited purpose of analyzing its financial statements and assisting
it
in responding to a comment letter previously issued by the Staff
on
January 19, 2006 with respect to a registration statement on Form
SB-2
filed by the Company on December 21, 2005 (the “SB-2 Letter”). As
disclosed in the 8-K, and unrelated to this SB-2 retention, in reviewing
the Company’s financial statements on September 19, 2006, the Company’s
Interim President noted an error relating to the issue of the need
to
accrue for penalties and interest arising from some of the Company’s
convertible debentures. The Company then notified its independent
auditor
of this potential issue, and the independent auditor recommended
that the
Company discuss the matter with its accounting consultant who had
been
previously retained. We believe that the 8-K accurately states this
sequence, “Our independent auditors recommended that we present
the issue to our outside accounting consulting firm
and seek their comment on the matter” (emphasis added). We believe that
from the specific language utilized in the 8-K, the inference is
clear
that the accounting consultants had already been retained for other
purposes (i.e., reviewing the Company’s financial statements in order to
address the Staff’s comments in the SB-2 Letter) at the time the Company’s
independent auditor was alerted to the potential error relating to
the
accrual for penalties and interest. We therefore do not understand
the
basis for your comment that with regard to the matter disclosed in
the
8-K, the Company’s “independent auditors recommended that you retain
accounting consultants” since that is factually incorrect, as they had
already been retained to assist the Company in responding to the
Staff’s
unrelated comments in the January 2006 SB-2 Letter. Accordingly,
we do not
believe that any revision is required in response to this comment.
Please
note that the latter two items disclosed in the 8-K as requiring
revision
(i.e., the below market conversion feature on convertible debt instruments
issued in 2004, and the valuation of common stock issued at below
market
prices) were identified by the Company’s accounting consultants as part of
their mandate to review the Company’s financial statements in order to
address the Staff’s comments contained in the SB-2 Letter.
|
| 4. |
The
Company has three directors: Sam Klepfish (also the Interim President),
Joel Gold and Michael Ferrone. At the time in question, Messrs. Gold
and
Ferrone were each out of the country and were generally unavailable.
As a
result, Mr. Klepfish was unable to arrange for a formal board meeting,
even by telephone conference. However, not wanting to delay the release
of
the information, Mr. Klepfish contacted each of the two directors
sequentially, Mr. Gold on October 3 and Mr. Ferrone on October 5,
to
apprise them of the conclusions of the Company’s accounting consultants,
consisting of (i) their conclusions regarding the accrual of penalties
and
interest initially identified by the Company and (ii) their conclusions
with respect to items raised by the Staff’s comments in the SB-2 Letter.
Mr. Klepfish also advised each director that he, and Ms. Carol Houston
the
Company’s Principal Financial Officer, agreed with the findings of the
accounting consultants, and would be preparing and filing the 8-K.
The 8-K
accurately discloses the date of board notification when it states
“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” but specifically does not say when the Board took action,
since there were consultations with board members on two separate
days but
no formal Board meeting and therefore no formal Board action. Each
director agreed that filing the 8-K was the proper and necessary
course of
action. Accordingly, we do not believe that any revision is required
in
response to this comment.
|
Securities
and Exchange Commission
October
18, 2006
Page
3
| 5. |
As
disclosed in the 8-K, the issue relating to the accrual of penalties
and
interest was initially discovered by the Company’s Interim President, and
he then brought it to the attention of the Company’s independent auditors.
At that time, the independent auditors took no position on the issue,
but
rather recommended that the Company present the matter to its previously
retained accounting consultants. The Company had no further discussion
on
the issue with its independent auditors. As disclosed in the 8-K,
the
Company’s accounting consultants discussed their conclusions with the
Company’s independent auditors. Also, as a courtesy, the undersigned, on
October 5, the day before it was actually filed, sent a copy of the
8-K to
the Company’s independent auditors and received no comments from them.
Under these circumstances, when the error was initially discovered
by the
Company, and the Company’s independent auditors did not participate in any
discussions with the Company in its resolution, we believe that the
8-K
was properly filed pursuant to Item 4.02(a) and not Item 4.02(b).
As a
result, it is our view that Item 4.02(c) is inapplicable. Accordingly,
we
do not believe that any revision is required in response to this
comment.
|
For
all
of the above reasons, we do not believe that an amendment to the 8-K is
necessary.
The
Company has authorized us to state on its behalf that it is aware and
acknowledges that:
| · |
The
Company is responsible for the adequacy and accuracy of the disclosure
in
the filing;
|
| · |
Staff
comments or changes to disclosure in response to Staff comments do
not
foreclose the Commission from taking any action with respect to the
filing; and
|
| · |
The
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the Unite States.
|
| Very truly yours, | ||
| /s/ IRVING ROTHSTEIN | ||
| Irving Rothstein |