innfood-ext12312008.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
 
Commission File Number 0-9376


(Check one): x Form 10-K   oForm 20-F   oForm 11-K  o Form 10-Q   o Form N-SAR   oForm N-CSR
 

For Period Ended:  December 31, 2008
 
oTransition Report on Form 10-K
oTransition Report on Form 20-F
oTransition Report on Form 11-K
oTransition Report on Form 10-Q
oTransition Report on Form N-SAR
 
For the Transition Period Ended:                                                    
 
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
 
 
Innovative Food Holdings, Inc.
  
Full Name of Registrant
  
   
                           
  
Former Name if Applicable
  
   
3845 Beck Blvd., Suite 805
  
Address of Principal Executive Office (Street and Number)
  
   
Naples, Florida 34114
  
City, State and Zip Code
  
 
 
 
 
PART II -- RULES 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, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
The registrant received comments issued by the staff of the SEC on a prior filing and such comments are being incorporated into the filing, and as a result, this current report could not be filed within the prescribed time period.
 
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 answer is no, identify report(s). Yes x Noo
 
(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?  Yes o  No x

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.
 
 
 
 
 
 

 
Innovative Food Holdings, Inc.
 (Name of Registrant as Specified in Charter)
 
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Dated:  March 30, 2009
By:  
/s/  Sam Klepfish                   
    Sam Klepfish
    Chief Executive Officer