UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington
D. C. 20549
FORM
10-Q/A
Amendment No.
1
x Quarterly report pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934.
For
the quarterly period ended September 30,
2008
o 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 Registrant as Specified in its Charter)
|
Florida
(State
of or Other Jurisdiction of Incorporation or Organization)
|
20-1167761
(IRS
Employer I.D. No.)
|
845 Beck Blvd., Suite 805,
Naples, Florida 34114
(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 Securities Exchange Act of 1934 during the preceeding 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 x NO o
Indicate
by check mark whether the issuer is a shell company (as defined in Regulation
12b-2 of the Exchange Act): YES o NO x
State the
number of shares outstanding of each of the issuer's classes of Common equity,
as of the latest practicable date: 171,787,638 Common Shares
(post-reverse split) outstanding as of April 14, 2008
Transitional
Small Business Disclosure Format: YES o NO
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check
One):
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Large
Accelerated filer o
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Accelerated
filer
o
|
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Non-accelerated
filer o
(Do
not check if a smaller reporting company)
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Smaller
reporting company x
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Explanatory
Note
This
amendment no. 1 is being filed solely to revise Exhibits 31.1 and 31.2 to meet
the statutory disclosure. We are not updating any of the disclosures
contained in the initial filing and this amendment, though dated currently,
continues to speak only as of the dates of the disclosures in the initial
filing.
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.
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SIGNATURE
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TITLE
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DATE
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||
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/s/ Sam
Klepfish
Sam
Klepfish
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Chief Executive Officer
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November 10, 2009
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||
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/s/ John
McDonald
John
McDonald
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Principal Financial Officer
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November 10,
2009
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Exhibit 31.1
I, Sam
Klepfish, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Innovative Food
Holdings, Inc. (“Company”);
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 statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this quarterly report;
4. The
Company’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the Company 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 Company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in which this quarterly report is being prepared;
b) designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated
the effectiveness of the Company’s disclosure controls and procedures and
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by
this quarterly report based on such evaluation; and
d) disclosed
in this quarterly report any change in the Company’s internal control over
financial reporting that occurred during the Company’s most recent fiscal
quarter (the Company’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5. The
Company’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Company’s
auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial
reporting.
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Date: November
10, 2009
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/s/ Sam
Klepfish
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|
Sam
Klepfish, Chief Executive Officer
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Exhibit 31.2
CERTIFICATIONS
I, John
McDonald, certify that:
1. I
have reviewed this quarterly report on Form 10-Q of Innovative Food
Holdings, Inc. (“Company”);
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 statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Company as of,
and for, the periods presented in this quarterly report;
4. The
Company’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the Company 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 Company, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period
in which this quarterly report is being prepared;
b) designed
such internal control over financial reporting, or caused such internal control
over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
c) evaluated
the effectiveness of the Company’s disclosure controls and procedures and
presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by
this quarterly report based on such evaluation; and
d) disclosed
in this quarterly report any change in the Company’s internal control over
financial reporting that occurred during the Company’s most recent fiscal
quarter (the Company’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting; and
5. The
Company’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the Company’s
auditors and the audit committee of the Company’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 Company’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 Company’s internal control over financial
reporting.
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Date: November
10, 2009
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/s/ John
McDonald
|
|
John
McDonald, Principal Financial
Officer
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