SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 0-9376
(Check One): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2006
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended: _________________
Read attached instruction sheet before preparing form. Please print or
type
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of' the filing checked above,
identify the item(s) to which the notification relates: ________________________
___________________________________________
PART I REGISTRANT INFORMATION
Full name of registrant: Innovative Food Holdings, Inc.
Former name if applicable
Address of principal executive office (Street and Number): 1923 Trade Center Way
City, state and zip code: Naples, Florida 34109
PART 11 RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
|X| (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
|X| (b) The subject annual report, semi-annual report, transition report on
form 10-K, 20-F, 11-K, Form N-SAR or Form N-CSR, or portion thereof will
be filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form IO-Q or
subject distribution report on Form 10-D, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due date; and
|_| (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof could not be
filed within the prescribed time period.
The registrant is concurrently working on responding to comments
issued by the staff of the SEC relating to a registration statement filed by the
registrant and this filing is, therefore, delayed.
PART IV OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Sam Klepfish 239 596-0204
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been filed?
If the answer is no, identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results
of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
|X| Yes |_| No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The registrant expects that its revenues from the quarter ended March 31,
2006 will be approximately $1,825,300 as compared to $1,281,850 for the
comparable period in 2005, representing an increase of approximately $543,450.
The registrant also expects to incur a net loss for the quarter of $77,842 as
compared to a net loss of $141,809 for the comparable quarter in 2005,
representing a decreased loss of approximately $64,000, and the loss from
operations for the quarter was only $20,743 as compared to a $122,061 loss from
operations for the comparable quarter in 2005. The registrant cautions readers
that these numbers are only preliminary and may change in the actual filing.
Innovative Food Holdings, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 2006 By: /s/Sam Klepfish
---------------------
Sam Klepfish., Interim President
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but
need not restate information that has been correctly furnished. The form shall
be clearly identified as an amendment notification.
5. Electronic Filers. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescri- bed due to
difficulties in electronic filing should comply with either Rule 201 or Rule 202
of Regulation S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.