UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D. C. 20549
FORM
10-QSB
(X)
Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934.
For
the quarterly period ended June 30, 2005.
(
)
Transition report pursuant to Section 13 or 15(d) of the Exchange
Act
for
the transition period from _________ to _________.
Commission
File Number: 0-9376
INNOVATIVE
FOOD HOLDINGS, INC.
(Exact
Name of Small Business Issuer as Specified in its Charter)
|
FLORIDA
(State
of or Other Jurisdiction of
Incorporation
or Organization)
|
20-1167761
(IRS
Employer I.D. No.)
|
1923
Trade Center Way
Naples,
Florida 34109
(Address
of Principal Executive Offices)
(239)
596-0204
(Issuer's
Telephone Number, Including Area Code)
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
( ) NO (X)
Indicate
by check mark whether the issuer is a shell company (as defined in Regulation
12b-2 of the Exchange Act):
YES
( ) NO (X)
State
the
number of shares outstanding of each of the issuer's classes of Common equity,
as of the latest practicable date:
103,742,037
Common Shares as of October 31, 2005
Transitional
Small Business Disclosure Format:
YES
( ) NO (X)
INNOVATIVE
FOOD HOLDINGS, INC.
INDEX
TO FORM 10-QSB
|
Page
|
||
|
PART
I.
|
FINANCIAL
INFORMATION
|
|
|
Item
1.
|
Consolidated
Financial Statements (unaudited)
|
|
|
Balance
Sheets as of June 30, 2005 and December 31, 2004
|
3
|
|
|
Statements
of Operations for the three and six months ended June 30, 2005 and
June
30, 2004
|
4
|
|
|
Statements
of Cash Flows for the six months ended June 30, 2005 and June 30,
2004
|
5
|
|
|
Consolidated
Condensed Statements of Shareholders Equity as of June 30, 2005 and
June
30, 2004
|
6
|
|
|
Notes
to Financial Statements
|
7
|
|
|
Item
2.
|
Management's
Discussion and Analysis (including cautionary statement)
|
9
|
|
Item
3.
|
Controls
and Procedures
|
12
|
|
PART
II.
|
OTHER
INFORMATION
|
|
|
Item
1.
|
Legal
Proceedings
|
13
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
13
|
|
Item
3.
|
Defaults
Upon Senior Securities
|
13
|
|
Item
4.
|
Submission
of Matters to a Vote of Securities Holders
|
13
|
|
Item
5.
|
Other
Information
|
13
|
|
Item
6.
|
Exhibits
|
14
|
|
Signatures
|
15
|
PART
I - FINANCIAL INFORMATION
Item
1.
|
Innovative
Food Holdings, Inc. and Subsidiary
|
|||||
|
Consolidated
Balance Sheets
|
|
|
(Unaudited)
|
(Audited)
|
|
||||
|
ASSETS
|
June
30, 2005
|
Dec.
31, 2004
|
|||||
|
Current
Assets
|
|||||||
|
Cash
|
$
|
119,833
|
$
|
28,011
|
|||
|
Accounts
receivable
|
318,299
|
325,498
|
|||||
|
Inventory
|
-
|
4,664
|
|||||
|
Prepaid
Expenses
|
84,564
|
-
|
|||||
|
Total
Current Assets
|
522,696
|
358,173
|
|||||
|
Property
and equipment - at cost, net of
|
|||||||
|
accumulated
depreciation and amortization
|
63,270
|
119,706
|
|||||
|
$
|
585,966
|
$
|
477,879
|
||||
|
LIABILITIES
AND STOCKHOLDERS' DEFICIENCY
|
|||||||
|
Current
Liabilities
|
|||||||
|
Accounts
payable
|
$
|
521,754
|
$
|
593,765
|
|||
|
Accrued
taxes and expenses
|
68,248
|
40,026
|
|||||
|
Notes
and loans payable
|
-
|
46,521
|
|||||
|
Convertible
notes payable-current maturities
|
865,000
|
515,000
|
|||||
|
Total
Current Liabilities
|
1,455,002
|
1,195,312
|
|||||
|
Convertible
notes payable
|
215,000
|
113,000
|
|||||
|
Loans
payable stockholders
|
7,448
|
19,000
|
|||||
|
Stockholders'
Deficiency
|
|||||||
|
Common
stock authorized 500,000,000 shares;
|
|||||||
|
81,542,037
issued and outstanding at June 30, 2005
|
8,154
|
7,299
|
|||||
|
Preferred
stock authorized 10,000,000
|
-
|
-
|
|||||
|
Additional
paid-in capital
|
1,838,048
|
1,830,578
|
|||||
|
Accumulated
deficit
|
(2,937,687
|
)
|
(2,687,310
|
)
|
|||
|
(1,091,484
|
)
|
(849,433
|
)
|
||||
|
$
|
585,966
|
$
|
477,879
|
||||
See
notes
to the consolidated financial statements.
|
Consolidated
Statements of Operations
|
|||||||||
|
(Unaudited)
|
|
|
For
the 3 Months
Ended June 30 |
For
the 6 Months
Ended June 30 |
|||||||||||
|
2005
|
2004
|
2005
|
2004
|
||||||||||
|
Revenues
|
|||||||||||||
|
Sales
|
$
|
1,281,850
|
$
|
1,076,001
|
$
|
2,385,647
|
$
|
1,946,468
|
|||||
|
Other
income
|
43,964
|
45,549
|
110,542
|
119,502
|
|||||||||
|
1,325,814
|
1,121,550
|
2,496,189
|
2,065,970
|
||||||||||
|
Costs
and expenses
|
|||||||||||||
|
Cost
of goods sold
|
1,034,733
|
971,799
|
1,961,455
|
1,824,261
|
|||||||||
|
Selling
expenses
|
202,675
|
292,786
|
393,962
|
533,685
|
|||||||||
|
General
and administrative expenses
|
210,467
|
287,249
|
355,492
|
561,571
|
|||||||||
|
1,447,875
|
1,551,834
|
2,710,909
|
2,919,517
|
||||||||||
|
Loss
before other expense and
|
|||||||||||||
|
income
tax expense
|
(122,061
|
)
|
(430,284
|
)
|
(214,720
|
)
|
(853,547
|
)
|
|||||
|
Other
expense:
|
|||||||||||||
|
Interest
expense
|
(19,748
|
)
|
(16,756
|
)
|
(35,657
|
)
|
(17,262
|
)
|
|||||
|
Loss
before income tax expense
|
(141,809
|
)
|
(447,040
|
)
|
(250,377
|
)
|
(870,809
|
)
|
|||||
|
Income
tax expense
|
-
|
-
|
-
|
-
|
|||||||||
|
NET
LOSS
|
$
|
(141,809
|
)
|
$
|
(447,040
|
)
|
$
|
(250,377
|
)
|
$
|
(870,809
|
)
|
|
|
NET
LOSS PER SHARE - BASIC AND DILUTED
|
$
|
(0.0018
|
)
|
$
|
(0.0107
|
)
|
$
|
(0.0031
|
)
|
$
|
(0.0208
|
)
|
|
|
See
notes to the consolidated financial
statements.
|
|||||||||||||
|
Innovative
Food Holdings, Inc. and Subsidiary
|
||||||
|
Consolidated
Statements of Cash Flows
|
||||||
|
(Unaudited)
|
|
|
For
the Six Months
Ended June 30, |
||||||
|
2005
|
2004
|
||||||
|
Cash
flows from operating activities
|
|||||||
|
Net
loss
|
$
|
(250,377
|
)
|
$
|
(870,809
|
)
|
|
|
Adjustments
to reconcile net loss to net cash
|
|||||||
|
used
in operating activities
|
|||||||
|
Depreciation
|
25,642
|
28,023
|
|||||
|
Stock
issued during merger
|
-
|
150,015
|
|||||
|
Stock
issued to acquire subsidiary
|
-
|
244,158
|
|||||
|
Stock
issued for services
|
-
|
165,000
|
|||||
|
Changes
in assets and liabilities
|
|||||||
|
Accounts
receivable
|
7,199
|
72,865
|
|||||
|
Inventory
|
4,664
|
(2,430
|
)
|
||||
|
Prepaid
Expenses
|
(84,564
|
)
|
|||||
|
Accounts
payable
|
(72,011
|
)
|
(78,662
|
)
|
|||
|
Accrued
taxes and expenses
|
28,223
|
(32,789
|
)
|
||||
|
Notes
and loans payable
|
(46,521
|
)
|
-
|
||||
|
Net
cash used in operating activities
|
(387,746
|
)
|
(324,629
|
)
|
|||
|
Cash
flows from investing activities
|
-
|
-
|
|||||
|
Acquisition
of property and equipment
|
30,795
|
(116,284
|
)
|
||||
|
Net
cash used in investing activities
|
30,795
|
(116,284
|
)
|
||||
|
Cash
flows from financing activities
|
|||||||
|
Proceeds
from issuance of long-term-debt
|
452,000
|
573,597
|
|||||
|
Payment
of loans from stockholders
|
(3,227
|
)
|
(170,707
|
)
|
|||
|
Net
cash provided by financing activities
|
448,773
|
402,890
|
|||||
|
NET
DECREASE IN CASH AND CASH
|
|||||||
|
EQUIVALENTS
|
91,822
|
(38,022
|
)
|
||||
|
Cash
and cash equivalents at beginning of period
|
28,011
|
44,131
|
|||||
|
Cash
and cash equivalents at end of period
|
$
|
119,833
|
$
|
6,109
|
|||
|
Supplemental
cash flow disclosures:
|
|||||||
|
Interest
paid
|
$
|
-
|
$
|
-
|
|||
|
Income
taxes paid
|
$
|
-
|
$
|
-
|
|||
|
See
notes to the consolidated financial
statements.
|
|||||||
|
Innovative
Food Holdings, Inc. and Subsidiary
|
|||||||||||||||
|
Consolidated
Condensed Statement of Shareholders
Equity
|
|
Common
Stock
|
Additional
Paid
In
|
Accumulated
|
Total
Shareholders
|
||||||||||||||||||
|
Shares
|
Amount
|
Capital
|
Deficit
|
Equity
|
|||||||||||||||||
|
Balance-December
31, 2004 (Audited)
|
72,992,037
|
$
|
7,299
|
$
|
1,830,578
|
$(2,687,310)
|
$
|
(849,433
|
)
|
||||||||||||
|
Issuance
of stock options and warrants
|
5,750,000
|
575
|
5,050
|
5,625
|
|||||||||||||||||
|
Net
loss
|
(108,568)
|
(108,568
|
)
|
||||||||||||||||||
|
Balance-March
31, 2005 (Unaudited)
|
78,742,037
|
7,874
|
1,835,628
|
(2,795,878)
|
(952,376
|
)
|
|||||||||||||||
|
Issuance
of stock options and warrants
|
2,800,000
|
280
|
2,420
|
2,700
|
|||||||||||||||||
|
Net
loss
|
(141,809)
|
(141,808
|
)
|
||||||||||||||||||
|
Balance-June
30, 2005 (Unaudited)
|
81,542,037
|
$
|
8,154
|
$
|
1,838,048
|
$(2,937,687)
|
$
|
(1,091,484
|
)
|
||||||||||||
See
notes
to the consolidated financial statements.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1: Basis
of Presentation
The
accompanying consolidated condensed financial statements of Innovative
Food
Holdings, Inc. and subsidiary (collectively, the “Company”) have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission.
They do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for a complete
financial statement presentation. U.S. accounting principles also contemplate
continuation of the Company as a going concern. The Company has incurred
significant losses from operations in the fiscal year ended December 31,
2004
and in the first two quarters of the current year. The Company has also
a
working capital deficiency of $932,306 as of June 30, 2005.
These
conditions raise substantial doubt as to the Company’s ability to continue as a
going concern. These consolidated financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
In
the
opinion of management, all adjustments for a fair statement of the results
of
operations and financial position for the interim periods presented have been
included. All such adjustments are of a normal recurring nature. This financial
information should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company’s Annual Report on Form
10-KSB for the year ended December 31, 2004. There have been no significant
changes in accounting policies since December 31, 2004.
NOTE
2: Per
Share Information
In
accordance with SFAS No. 128, “Earnings Per Share”, basic net income per common
share (“Basic EPS”) is computed by dividing the net income attributable to
common shareholders by the weighted-average number of common shares and dilutive
common share equivalents and convertible securities then outstanding. SFAS
No.
128 requires the presentation of both Basic EPS and Diluted EPS on the face
of
the Company’s Consolidated Statements of Operations.
|
For
the Six Months Ended
|
|||||||
|
June
30,
|
|||||||
|
Numerator:
|
2005
|
2004
|
|||||
|
Net
Loss
|
$
|
(250,377
|
)
|
$
|
(870,809
|
)
|
|
|
Denominator:
|
|||||||
|
Weighted-average
common shares outstanding
|
80,668,960
|
41,849,345
|
|||||
|
Dilutive
effect of:
|
|||||||
|
Stock
options and warrants
|
|||||||
|
Weighted-average
common shares outstanding, assuming dilution
|
500,000,000
|
95,449,345
|
|||||
|
Basic
and Diluted Per Share Information:
|
|||||||
|
Net
loss per share - basic and diluted
|
$
|
(0.0031
|
)
|
$
|
(0.0208
|
)
|
|
ITEM
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
Some
of
the matters discussed in this section contain forward-looking statements and
information relating to us that are based on the current beliefs and
expectations of management, as well as assumptions made by and information
currently available to us. When used in this section, and elsewhere in this
Form
10-QSB, the words "anticipate", "believe", "estimate", “should” and "expect" and
similar expressions, as they relate to us are intended to identify
forward-looking statements. Such statements reflect the current views of our
management with respect to future events and are subject to certain risks,
uncertainties and assumptions, which could cause the actual results to differ
materially from those reflected in the forward-looking statements.
Cautionary
Statements
The
following are cautionary statements made pursuant to the Private Securities
Litigation Reform Act of 1995 in order for the Company to avail itself of the
“safe harbor” provisions of the Reform Act. The discussions and information in
this document may contain both historical and forward-looking statements. To
the
extent that the document contains forward-looking statements regarding the
financial condition, operating results, business prospects or any other aspect
of the Company, please be advised that the Company’s actual financial condition,
operating results and business performance may differ materially from that
projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited
to
adverse economic conditions, inability to attract prospective new customers
or
retain existing customers resulting in a declining revenue base, intense
competition, including entry of new competitors and services, adverse federal,
state and local government regulation, unexpected costs and operating deficits,
lower sales and revenues than forecast, default on leases or other indebtedness,
loss of supplies, price increases for capital, supplies and materials,
inadequate capital and/or inability to raise financing, the risk of litigation
and administrative proceedings involving the Company and its employees, higher
than anticipated labor costs, the possible acquisition of new businesses that
result in operating losses or that do not perform as anticipated, resulting
in
unanticipated losses, the possible fluctuation and volatility of the Company’s
operating results and financial condition, adverse publicity and news coverage,
inability to carry out marketing and sales plans, loss of key executives,
changes in interest rates, inflationary factors, and other specific risks that
may be alluded to in this or in other reports issued by the Company. In addition
to the above, specific risk factors relating to our business are contained
in
our Annual Report on Form 10-KSB for the year ended December 31,
2004.
The
following discussion should be read in conjunction with the consolidated
financial statements and the related notes thereto, as well as all other related
notes, and financial and operational references, appearing elsewhere in this
document.
RESULTS
OF OPERATIONS
Our
net
revenues for the three months ended June 30, 2005 and 2004 were $1,325,814
and
$1,121,550, respectively, and our net revenues for the six months ended June
30,
2005 and 2004 were $2,496,189 and $2,065,970, respectively. Management believes
that this increase of approximately 19% for the three month period and
approximately 21% for the six month period was primarily due to the increase
in
the number of divisions of US Foodservice (“USF”) through which our products
were sold, as well as the addition of new products to our offering.
The
following table sets forth for the periods indicated the percentage of net
revenues represented by the certain items reflected in our statement of
operations:
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||
|
2005
|
2004
|
2005
|
2004
|
|
|
Net
Revenue
|
100%
|
100%
|
100%
|
100%
|
|
Cost
of Goods Sold
|
78%
|
87%
|
79%
|
88%
|
|
Gross
Margin
|
22%
|
13%
|
21%
|
12%
|
|
Selling,
general and administrative expenses
|
31%
|
52%
|
30%
|
53%
|
|
Interest
expense
|
1%
|
1%
|
1%
|
1%
|
|
Net
Loss
|
(10%)
|
(40%)
|
(10%)
|
(42%)
|
The
following is a discussion of our financial condition and results of operations
for the quarters ended June 30, 2005 and 2004. This discussion may contain
forward looking-statements that involve risks and uncertainties. Our actual
results could differ materially from the forward looking-statements discussed
in
this report. This discussion should be read in conjunction with our consolidated
financial statements, the notes thereto and other financial information included
elsewhere in the report.
Quarter
Ended June 30, 2005 Compared to Quarter Ended June 30, 2004
Revenue
increased by $204,264, or 18%, to $1,325,814 for the quarter ended June 30,
2005
from $1,121,550 in the prior year, and by $430,219, or 21%, to $2,496,189 for
the six months ended June 30, 2005 from $2,065,970 in the prior year. The
substantial portion of the increase was attributable to increases in sales
of
meats and game, the addition of cheeses to our product offerings, and an
increase in the number of divisions of USF that offered our products to their
customers.
Our
costs
and expenses for the three months ended June 30, 2005 and 2004 are primarily
comprised of (1) cost of goods sold (78% and 87%, respectively), (2) selling
expenses (15% and 26%, respectively), and (3) general and administrative
expenses (16% and 26%, respectively). Cost of sales on a consolidated basis
decreased $103,959, or 7%, to $1,447,875 for the quarter ended June 30, 2005,
from $1,551,834 in the quarter ended June 30, 2004. Our costs and expenses
for
the six months ended June 30, 2005 and 2004 are primarily comprised of (1)
cost
of goods sold (79% and 88%, respectively), (2) selling expenses (16% and 26%,
respectively), and (3) general and administrative expenses (16% and 27%,
respectively). Cost of sales on a consolidated basis decreased $208,608, or
7%,
to $2,710,909 for the six months ended June 30, 2005, from $2,919,517 in the
six
months ended June 30, 2004.
Consolidated
gross margin as a percentage of net revenue was 22% during the quarter ended
June 30, 2005, compared to 13% in the quarter ended June 30, 2004, representing
an absolute percentage point increase of 9%. Consolidated gross margin as a
percentage of net revenue was 21% during the six months ended June 30, 2005,
compared to 12% in the six months ended June 30, 2004. This increase was
primarily due to reduced employee expenses and participation in fewer USF food
shows.
Selling
expenses decreased by approximately $90,011, or 31%, from approximately $292,786
to approximately $202,675 for the quarters ended June 30, 2004 and 2005,
respectively. Selling expenses decreased by approximately $139,723, or 26%,
from
approximately $533,685 to approximately $393,962 for the six months ended June
30, 2004 and 2005, respectively. The decrease was attributable to a reduction
in
sales payroll.
General
and Administrative expenses ("G&A") decreased by approximately $76,782, or
27%, when comparing G&A of approximately $287,249 and $210,467 for the
quarters ended June 30, 2004 and 2005, respectively. General and Administrative
expenses ("G&A") decreased by approximately $206,083, or 37%, when comparing
G&A of approximately $561,571 and $355,492 for the six months ended June 30,
2004 and 2005, respectively. The decrease was primarily attributable to
participation in fewer USF food shows and reimbursement from USF for food shows
attended.
We
continuously evaluate the collectibility of trade receivables by reviewing
such
factors as deterioration of the results of operations and the financial
condition or bankruptcy filings of our customers. As a result of this review
process, we record bad debt provisions to adjust the carrying amount of the
receivables to their realizable value. Provisions for bad debts are also
recorded resulting from the review of other factors, including (a) length of
time the receivables are past due, (b) historical experience and (c) other
factors obtained during collection efforts. If the circumstances relating to
any
specific customers change adversely, our provision for bad debts would be
changed accordingly.
Other
Income
Other
Income decreased by approximately $1,585 from approximately $45,549 for the
quarter ended June 30, 2004 to approximately $43,964 for the quarter ended
June
30, 2005, and by approximately $8,960 from approximately $119,502 for the six
months ended June 30, 2004 to approximately $110,542 for the six months ended
June 30, 2005.
As
of
June 30, 2005, the Company had cash on hand of $119,833, an increase of $91,822
over December 31, 2004. During the six months ended June 30, 2005, cash flows
provided by financing activities were $448,773, partially offset by cash used
by
operating activities of $387,746.
Historically,
our primary cash requirements have been used to fund the cost of operations,
with additional funds having been used in promotion and advertising and in
connection with the exploration of new business lines.
Under
current operating plans and assumptions, management believes that projected
cash
flows from operations and available cash resources will be sufficient to satisfy
our anticipated cash requirements for at least the next twelve months. As we
seek to increase our sales of perishables, as well as identify new and other
consumer oriented products and services, we may use existing cash reserves,
long-term financing, or other means to finance such diversification.
Critical
Accounting Policy and Accounting Estimate Discussion
In
accordance with the Securities and Exchange Commission's (the "Commission")
Release Nos. 33-8040; 34-45149; and FR-60 issued in December 2001, referencing
the Commission's statement "regarding the selection and disclosure by public
companies of critical accounting policies and practices", we have set forth
in
Note 2 of the Notes to Consolidated Financial Statements what we believe to
be
the most pervasive accounting policies and estimates that could have a material
effect on our results of operations and cash flows if general business
conditions or individual customer financial circumstances change in an adverse
way relative to the policies and estimates used in the attached financial
statements or in any "forward looking" statements contained herein.
ITEM
3 - CONTROLS AND PROCEDURES
(a)
Evaluation of disclosure controls and procedures
Our
Principal Executive Officer and Principal Financial Officer, after evaluating
the effectiveness of our disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered
by this Quarterly Report, have concluded that as of that date, our disclosure
controls and procedures were adequate and effective to ensure that information
required to be disclosed by us in the reports we file or submit with the
Securities and Exchange Commission is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms.
(b)
Changes in internal control over financial reporting
There
were no changes in our internal control over financial reporting identified
in
connection with the evaluation required by Exchange Act Rules 13a-15(d) and
15d-15 that occurred during the period covered by this Quarterly Report that
has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
PART
II. - OTHER INFORMATION
Item
1. Legal Proceedings
NONE
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
Historically,
we have funded our operating losses by sales, in private placements, of our
equity and/or debt securities. The securities we sold during the three months
ended June 30, 2005 included convertible notes in the aggregate amount of
$35,000, which are convertible into an additional 7,000,000 shares of our common
stock and are still outstanding. In that period we have also issued an aggregate
of 300,000 shares as compensation to the members of our Chef Advisory Board,
and
2,500,000 shares as additional consideration for an investment made in
2004.
The
issuance of these shares and convertible notes were exempt from the registration
requirements of the Securities Act of 1933, as amended (the “Act”), for the
following reasons:
|
(a)
|
2,500,000
shares and convertible notes in the aggregate principal amount of
$35,000
were exempt pursuant to the provisions of Rule 506 of Regulation
D since
all the purchasers were accredited
investors;
|
|
(b)
|
300,000
shares which were bonuses to our Chef Advisory Board were exempt
pursuant
to Section 4(2) of the Securities Act inasmuch as it did not involve
a
public offering.
|
Item
3. Defaults Upon Senior Securities
As
previously reported, during the first two quarters of this year, we issued
convertible notes with a face value of $350,000. During these quarters, we
did
not meet certain of our obligations under the loan documents relating to this
issuance. These lapses include not reserving the requisite number of treasury
shares, selling subsequent securities without offering a right of first refusal,
not complying with reporting obligations, not having our common shares quoted
on
the OTC:BB and not timely registering certain securities.
Item
4. Submission of Matters to a Vote of Securities Holders
NONE
Item
5. Other Information
NONE
Item
6. Exhibits
31.1 Section
302 Certification
31.2 Section
302 Certification
32.1 Section
906 Certification
32.2 Section
906 Certification
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, thereunto
duly authorized.
|
SIGNATURE
|
TITLE
|
DATE
|
|
Jonathan
D. Steckler
/s/
Jonathan D. Steckler
|
President
|
November
18, 2005
|
|
Carol
Houston
/s/
Carol Houston
|
Principal
Financial Officer
|
November
18, 2005
|
Exhibit
31.1
I,
Jonathan D. Steckler, certify that:
1.
I have
reviewed this Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2005 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 statement 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 small business issuer
as
of, and for, the periods presented in this report;
4.
The
small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in
Exchange Act Rules 13a-15d-15(e) and 15d-15(e)) for the small business issuer
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 small business issuer, including its
consolidates subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Evaluated the effectiveness of the small business issuer'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
(c)
Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal control
over
financial reporting; and
5.
The
small business issuer's other certifying officer and I have disclosed, based
on
our most recent evaluation of internal control over financial reporting,
to the
small business issuer's auditors and the audit committee of small business
issuer's board of directors (or persons performing the equivalent functions):
(a)
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 small business issuer's ability to record, process,
summarize and report financial information; and
(b)
Any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the small business issuer's internal control over
financial reporting.
/s/
Jonathan D. Steckler
Jonathan
D. Steckler, President
November
18, 2005
Exhibit
31.2
I,
Carol
Houston, certify that:
1.
I have
reviewed this Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2005 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 statement 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 small business issuer
as
of, and for, the periods presented in this report;
4.
The
small business issuer's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in
Exchange Act Rules 13a-15d-15(e) and 15d-15(e)) for the small business issuer
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 small business issuer, including its
consolidates subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b)
Evaluated the effectiveness of the small business issuer'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
(c)
Disclosed in this report any change in the small business issuer's internal
control over financial reporting that occurred during the small business
issuer's fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal control
over
financial reporting; and
5.
The
small business issuer's other certifying officer and I have disclosed, based
on
our most recent evaluation of internal control over financial reporting,
to the
small business issuer's auditors and the audit committee of small business
issuer's board of directors (or persons performing the equivalent functions):
(a)
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 small business issuer's ability to record, process,
summarize and report financial information; and
(b)
Any
fraud, whether or not material, that involves management or other employees
who
have a significant role in the small business issuer's internal control over
financial reporting.
/s/
Carol
Houston
Carol
Houston, Principal Financial Officer
November
18, 2005
Exhibit
32.1
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
In
connection with the quarterly filing of Innovative Food Holdings, Inc., (the
“Company”) on Form 10-QSB for the period ended June 30, 2005, as filed with the
Securities and Exchange Commission (the "Report"), I, Jonathan D. Steckler,
President of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C.ss.1350), that:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
/s/Jonathan
D. Steckler
Jonathan
D. Steckler
President
November
18, 2005
Exhibit
32.2
CERTIFICATION
PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
(18
U.S.C. SECTION 1350)
In
connection with the quarterly filing of Innovative Food Holdings, Inc., (the
“Company”) on Form 10-QSB for the period ended June 30, 2005, as filed with the
Securities and Exchange Commission (the "Report"), I, Carol Houston, Principal
Financial Officer of the Company, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350), that:
(1)
The
Report fully complies with the requirements of section 13(a) or 15(d) of
the
Securities Exchange Act of 1934; and
(2)
The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
/s/Carol
Houston
Carol
Houston
Principal
Financial Officer
November
18, 2005