innovativefood-nt10q063012.htm
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
 
 
FORM 12b-25
NOTIFICATION OF LATE FILING
 
 
(Check one):
o Form 10-K     o Form 20-F    o Form 11-K    x Form 10-Q    o  Form 10-D    o Form N-SAR    o Form N-CSR
   
 
For Period Ended:        June 30, 2012
   
 
o   Transition Report on Form 10-K
   
 
o   Transition Report on Form 20-F
   
 
o   Transition Report on Form 11-K
   
 
o   Transition Report on Form 10-Q
   
 
o   Transition 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)
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

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(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of 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 requires additional time to compile financial information from a newly acquired affiliate and cannot complete such task without unreasonable expense and effort.
 
(Attach extra Sheets if Needed)

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   No o
 
(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 x  No o
 
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 the result of operations to reflect increases in revenue of $1,576,595 or approximately 56.8% to $4,352,871 due to both organic sales growth and sales related to an acquisition  and approximately a $989,000 net loss compared to net income of approximately $563,000 in the 2011 comparable quarter. The net loss is  primarily due to non cash charges related to issuance of options and warrants, the extension of warrants, and  the revaluations of notes, warrants and options required each quarter under GAAP accounting rules.
 
 
 
 
 
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.
 
Date: August 14, 2012                                                                                      By:  /s/ Sam Klepfish                         
Sam Klepfish,
Chief Executive Officer