innov8ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE
COMMISSION
Washington,
D.C.
20549
FORM
8-K/A
Amendment
No.
3
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of
1934
Date
of Report (Date of
earliest event reported): October
2, 2006
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Innovative
Food Holdings, Inc.
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(Exact
name of registrant as
specified in its charter)
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Florida
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0-9376 |
20-1167761
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1923
Trade
Center Way, Naples, Florida
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34109
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(Address
of principal executive
offices)
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(Zip
Code)
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Registrant’s
telephone number,
including area code: (239) 596-0204
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions (see General Instruction
A.2. below):
[
] Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
[
] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[
] Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
4.02. Non-Reliance on Previously
Reported Issued Financial Statements or a Related Audit Report or Completed
Interim Review
On
October 6, 2006, and as amended on
December 14, 2007 and February 1, 2008 , we filed a current
report on Form 8-K
to report that our financial statements for the fiscal years ended December
31,
2004 and 2005 and for the interim periods ended March 31, 2005 and 2006,
June
30, 2005 and 2006 and September 30, 2005 should no longer be relied upon.
As
previously reported, we were initially aware of three areas in which the
financial statements were in error. Following an in-depth review of all our
financial statements for such periods, we will be making additional changes
to
our revised financial statements as described below. Our board of
directors, in the absence of an audit committee, discussed the matters disclosed
below with our previously retained accounting consultant but not with our
independent auditor although we are aware that our accounting consultant
has
discussed various aspects of the matters disclosed below with our independent
auditors.
Accounting
Policies:
We
have
expanded our disclosures in our accounting policies footnote.
Accounting
for merger
transaction:
We
changed the accounting for the merger transaction with Food Innovations, Inc.,
our wholly-owned, operating subsidiary, to that of a capital
transaction/recapitalization. The entry on our balance sheet for stockholders’
deficiency is now presented as that of the legal subsidiary (the operating
company). The capital structure, including the number of shares issued to effect
the merger transaction, is that of the legal parent.
Dilutive
Securities:
We
have
added a disclosure of the number of dilutive securities that could potentially
dilute basic earnings per share in the future.
Notes
Payable:
We
have
recorded additional non-convertible notes payable to our balance sheets.
Beneficial
Conversion
Features of Notes Payable:
Our
financial statements as originally filed did not account for the beneficial
conversion features of convertible notes payable or the related warrants. We
changed our accounting for these securities as follows:
Through
the period ended June 30, 2005, we calculated the value of the beneficial
conversion feature of our convertible notes payable and the value of warrants
via the equity method, and allocated the value of the discount on our
convertible notes payable between the beneficial conversion feature and the
related warrants. The discount to notes payable was amortized to interest
expense. During the three months ended September 30, 2005, the number of shares
of common stock issuable exceeded the number of shares authorized, and the
beneficial conversion features of the convertible notes payable were classified
as a derivative liability in compliance with the provisions of Emerging Issues
Task Force Issue 00-19, “Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company’s own Stock” (“EITF 00-19”). At this
point, we began valuing the beneficial conversion features and warrants using
the Black-Scholes valuation method. The change in the value of these
contracts
during
the period the contracts were classified as equity was accounted for as an
adjustment to stockholders’ equity in compliance with paragraph 10 of EITF
00-19. This adjustment resulted in increasing the value of the warrants and
the
conversion options. The increases in value were charged to additional paid-in
capital, to the extent additional paid-in capital was available; the amount
of
the increase in excess of additional paid-in capital was charged to accumulated
deficit. For periods subsequent to September 30, 2005, these contracts were
revalued at every period end, and any changes in value were charged to
operations.
The
interest associated with the convertible notes payable is also convertible
at a
price lower than market price, which results in a beneficial conversion feature.
These beneficial conversion features are considered payments-in-kind, and in
accordance with Emerging Issues Task Force Issue 00-27 (“EITF 00-27”) these
contracts were valued using the intrinsic value method and amortized over the
terms of the related convertible notes.
Valuation
of Common Stock
Issued:
The
Company revalued the issuances of common stock for services utilizing the
closing market price on the contract date.
Reverse
Stock Splits:
We
have
expanded the disclosure regarding the retroactive restatement of our financial
statements for the effects of the reverse stock splits.
Statement
of Cash
Flows:
We
have
revised the disclosure in the statement of cash flows to present any changes
in
the amount of principal owed on notes payable to be classified in the “Financing
Activities” section. We have also revised our disclosure in the statement of
cash flows regarding the shares issued for the merger transaction, as there
was
no expense involved related to the issuance of shares in the merger
transaction.
Penalty
for Late
Registration of Shares:
We
have
recorded a penalty associated with the late registration of shares pursuant
to
the terms in the underlying convertible notes payable agreement. We will
continue to accrue the penalty until such time as the penalty is no longer
assessed pursuant to the terms of the applicable agreements, which, in general,
is two years after their issue date.
Restricted
Shares:
We
have
removed the terminology “restricted shares” from all reports. All common stock
is treated the same for earnings per share purposes; there are no special
classes of common stock.
Disclosure
of Sales Of
Unregistered Securities:
The
disclosure for the Recent Sales of Unregistered Securities has been revised
to
include the specific dates of the transactions listed.
Controls
and
Procedures:
We
added
a disclosure regarding the conclusions of our chief executive officer and
chief
financial
officer regarding the effectiveness of our disclosure controls and
procedures.
The
audit
of our financial statements for the period ended December 31, 2006 is not yet
complete, and there may be additional changes not addressed in this Form
8-K.
Item
8.01. Other Events
W
e will
not be amending our annual reports on Form 10-KSB for the years ended December
31, 2004 and 2005, nor will we be amending our quarterly reports on Form
10-QSB
for the quarters ending March 31, 2005, June 30, 2005 and September 30, 2005.
Rather, we will included revised financial statements (and Management’s
Discussion and Analysis sections) for the years ended December 31, 2004 and
2005
in the annual report we will file for the year ended December 31, 2006.
Similarly, our amended quarterly reports for 2006 will reflect the restatement
of our financial statements for each previously reported period included
in the
filings together with appropriate disclosure. All amended filings
will include disclosures required by SFAS 154.
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 hereunto
duly authorized.
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INNOVATIVE
FOOD HOLDINGS, INC.
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Dated:
February 14, 2008
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By:
/s/
Sam Klepfish
Sam
Klepfish, CEO
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