Unassociated Document
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): November
20, 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 of
incorporation)
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(Commission File
Number)
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(IRS
Employer 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
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
At
a
meeting of our board of directors held on April 12, 2007, the board ratified
and
confirmed the increase in the salary of Mr. Sam Klepfish, our Interim President,
previously granted on November 20, 2006, and clarified that it was effective
as
of November 1, 2006. The monthly increase is in the amount of $4,900 of which
$400 is to be paid in cash and the balance of $4,500 is to accrue on our books
(and may be evidenced by a series of promissory notes) until such time as Mr.
Klepfish requests payment of such accrued salary and one of the following has
occurred: (i) we feel that we have sufficient cash flow to cover the expense,
(ii) a change in control, or (iii) we raise at least $1 million of debt or
equity financing. Until such accrued salary is paid, Mr. Klepfish may, from
time
to time, convert all or any amount of such accrued salary into our common stock
at a rate of $0.005 per share.
The
board
of directors also approved the issuance of 10 million stock options to each
of
its members, representing 5 million options for services rendered in 2006,
for
which no compensation had previously been awarded, and the balance as
compensation for 2007. The options issued for 2006 are vested immediately upon
issuance and the options for 2007 shall not vest until December 1, 2007. Each
of
the options shall be exercisable into common stock for five years from the
date
of vesting at an exercise price of $0.05 per share.
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:
April 18, 2007
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By:
/s/
Sam Klepfish
Sam
Klepfish, Interim President
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