Unassociated Document
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: March 31, 2006
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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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;
o (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
o
(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
Joseph
DiMaggio, Jr.
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239
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596-0204
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(Name)
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(Area
Code)
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(Telephone
Number)
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(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
corre-sponding 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 $1,623,142 as compared to $1,103,797 for the comparable period
in 2005, representing an increase of approximately $520,000. The registrant
also
expects to incur a net loss for the quarter of $113,788 as compared to a net
loss of $108,568 for the comparable quarter in 2005, representing an increased
loss of approximately $5,000, although approximately $45,000 of such loss was
a
non-cash charge to earnings and the loss from operations for the quarter was
only $44,297 as compared to a $92,659 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: May 16, 2006 |
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By: /s/Joseph
DiMaggio, Jr |
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Joseph
DiMaggio, Jr., CEO
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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.