UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 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. Mr.
Klepfish accepted this advice and from this point forward, neither he, nor
any
other of our officers and directors discussed this matter with our independent
auditors. Prior to the events discussed herein, on September 12, 2006, we
retained the accounting consulting firm of 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,
our outside accounting consultants advised Mr. Klepfish that they believed
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 outside
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 2, 2006, Mr. Klepfish discussed
the
determination of our outside accounting consultants with Ms. Carol Houston,
our
principal financial officer, and they agreed with the findings that the
financial statements identified above should no longer be relied upon. On
October 3 and October 5, 2006, Mr. Klepfish contacted each of our directors
to
discuss the results of the investigation of our outside accounting consultants.
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:
December 14, 2006
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By:
/s/
Carol
Houston
Carol
Houston, Principal Financial Officer
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