Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

For the quarterly period ended March 31, 2017

☐ 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 or Other Jurisdiction of Incorporation or Organization)

20-1167761

(IRS Employer I.D. No.)

28411 Race Track Rd.

Bonita Springs, Florida 34135

(Address of Principal Executive Offices)

(239) 596-0204

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

(Check One):

Large Accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act): YES ☐ NO ☒

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 31,401,061 shares of common stock issued and 29,987,711 shares of common stock outstanding as of May 10, 2017.

INNOVATIVE FOOD HOLDINGS, INC.

TABLE OF CONTENTS TO FORM 10-Q

		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to the Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (including cautionary statement)	20
Item 4.	Controls and Procedures	25

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
	Signatures	28

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PART I. FINANCIAL INFORMATION

ITEM 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Innovative Food Holdings, Inc.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2017			2016
ASSETS	(unaudited)
Current assets
Cash and cash equivalents	$	2,862,923		$	3,764,053
Accounts receivable net		1,894,041			1,538,395
Inventory		833,796			815,033
Other current assets		70,033			55,393
Due from related parties		-			-
Total current assets		5,660,793			6,172,874

Property and equipment, net		2,040,770			2,068,110
Investment		201,525			208,983
Intangible assets, net		1,604,617			707,684
Total assets	$	9,507,705		$	9,157,651
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	2,104,414		$	3,119,533
Accrued liabilities - related parties		65,000			65,000
Accrued interest		629,909			626,873
Notes payable - related party, current portion		-			164,650
Notes payable - current portion, net of discount		1,480,729			1,424,432
Total current liabilities		4,280,052			5,400,488

Contingent liability		400,000			-
Other long-term liabilities		200,000			-
Note payable - long term portion, net of discount		1,025,734			1,137,811
Total liabilities		5,905,786			6,538,299

Stockholders’ equity
Common stock: $0.0001 par value; 500,000,000 shares authorized; 28,645,594 and 25,301,816 shares issued, and 27,232,244 and 24,568,157 shares outstanding at March 31, 2017 and December 31, 2016, respectively		2,862			2,528
Additional paid-in capital		34,552,362			33,974,470
Treasury stock: 1,198,942 and 519,254 shares outstanding at March 31, 2017 and December 31, 2016, respectively		(505,245	)		(174,949	)
Accumulated deficit		(30,448,060	)		(31,182,697	)
Total stockholders’ equity		3,601,919			2,619,352

Total liabilities and stockholders’ equity	$	9,507,705		$	9,157,651

See notes to these unaudited condensed consolidated financial statements.

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Innovative Food Holdings, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	For the Three		For the Three
	Months Ended		Months Ended
	March 31,		March 31,
	2017		2016


Revenue	$	9,485,164	$	8,015,341
Cost of goods sold		6,434,232		5,670,738
Gross margin		3,050,932		2,344,603

Selling, general and administrative expenses		2,200,096		1,832,308
Total operating expenses		2,200,096		1,832,308

Operating income		850,836		512,295

Other (income) expense:
Interest expense, net		116,199		131,649
Total other (income) expense		116,199		131,649

Net income (loss) before taxes		734,637		380,646

Income tax expense		-		-

Net income from continuing operations	$	734,637	$	380,646

Net income from discontinued operations		-		4,447,279

Consolidated net income	$	734,637	$	4,827,925

Net income per share from continuing operations - basic	$	0.029	$	0.015

Net income per share from discontinued operations - basic	$	-	$	0.180

Net income per share from continuing operations - diluted	$	0.026	$	0.015

Net income per share from discontinued operations - diluted	$	-	$	0.170


Weighted average shares outstanding - basic		25,707,164		24,687,589

Weighted average shares outstanding - diluted		31,854,060		26,198,706

See notes to these unaudited condensed consolidated financial statements.

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Innovative Food Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the Three			For the Three
	Months Ended			Months Ended
	March 31,			March 31,
	2017			2016

Cash flows from operating activities:
Net income	$	734,637		$	4,827,925
Gain on sale of investment					-
Gain on sale of discontinued operations		-			(7,201,196	)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		130,407			209,185
Stock based compensation		160,896			242,605
Stock based compensation for TFD employees		-			1,028,908
Amortization of discount on notes payable		92,509			92,509
Allowance for doubtful accounts		-			2,325

Changes in assets and liabilities:
Accounts receivable, net		(355,646	)		32,020
Deferred revenue		-			289,254
Inventory and other current assets, net		(33,403	)		258,987
Accounts payable and accrued expenses - related party		-			(116,018	)
Accounts payable and accrued expenses		(1,097,421	)		775,686
Due from related party		-			110
Net cash (used in) provided by operating activities		(368,021	)		442,300

Cash flows from investing activities:
Cash decrease due to sale of discontinued operations		-			(470,482	)
Acquisition of property and equipment		-			(6,296	)
Cash paid in the acquisition of Oasis		(300,000	)		-
Net cash (used in) investing activities		(300,000	)		(476,778	)

Cash flows from financing activities:
Purchase of stock options from employees		(34,925	)		-
Common stock sold for exercise of warrants		68,697			-
Payments made on revolving credit facilities		-			(641,831	)
Borrowings on revolving credit facilities		-			805,959
Purchase of treasury stock		(18,592	)
Principal payments on debt		(246,008	)		(691,416	)
Principal payments capital leases		(2,281	)		(8,094	)
Net cash (used in) financing activities		(233,109	)		(535,382	)

(Decrease) in cash and cash equivalents		(901,130	)		(569,860	)

Cash and cash equivalents at beginning of period		3,764,053			2,137,289

Cash and cash equivalents at end of period	$	2,862,923		$	1,567,429
Cash and cash equivalents at end of period - discontinued operations	$	-		$	491,969

Supplemental disclosure of cash flow information:

Cash paid during the period for:
Interest	$	96,318		$	48,250

Taxes	$	-		$	-

Non-cash financing and investing transactions:
Common stock issued for conversion of note payable by related party	$	164,650		$	-
Note payable issued for acquisition	$	100,000		$	-
Equipment acquired under capital lease	$	-		$	9,217

See notes to these unaudited condensed consolidated financial statements.

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INNOVATIVE FOOD HOLDINGS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

1. BASIS OF PRESENTATION

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements of Innovative Food Holdings, Inc., and its wholly owned subsidiaries, some of which are non-operating, Artisan Specialty Foods, Inc. (“Artisan”), Food Innovations, Inc. (“Food Innovations” or “FII”), Food New Media Group, Inc. (“FNM”), Oasis Sales Corp. (“Oasis”), Organic Food Brokers, Inc. (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc., The Haley Group, Inc. (“Haley”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet” and collectively with IVFH and the other subsidiaries, the “Company” or “IVFH”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. All material intercompany transactions have been eliminated upon consolidation of these entities.

The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes as contained in Form 10-K for the year ended December 31, 2016. In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three months ended March 31, 2017 are not necessarily indicative of the results of operations to be expected for the full year.

Discontinued Operations

On February 23, 2016, the Company consummated the sale of 90% of our ownership in The Fresh Diet (“FD”). As a result of the sale, the results of operations for all periods have been included in “Net income from discontinued operations” in our condensed consolidated statements of operations for the three months ended March 31, 2016.

2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Our business is currently conducted by our wholly-owned subsidiaries, Artisan, Food Innovations, Food New Media Group, Inc. (“FNM”), Organic Food Brokers (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., The Haley Group, Inc. (“Haley”), Oasis Sales Corp. (“Oasis”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet” and collectively with IVFH and its other subsidiaries, the “Company” or “IVFH”). Overall, our business activities are focused around the distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer Packaged Goods (“CPG”) products through a variety of sales channels. Since its incorporation, the Company primarily through FII’s relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants and other foodservice establishments, within 24 – 72 hours, with the freshest origin-specific perishable, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing specialty food e-commerce consumers, through its own website at www.forethegourmet.com and through www.amazon.com, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. GFG is focused on expanding the Company’s program offerings to additional customers. In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services.

Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ label food service opportunities with the intent of helping them launch and commercialize new products in the foodservice industry. OFB and Oasis are outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and provide emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry.

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Use of Estimates

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, and equity based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, Food Innovations, FNM, OFB, Oasis, GFG, Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., Haley, and Gourmet. All accounts of FD have been included under discontinued operations. All material intercompany transactions have been eliminated upon consolidation of these entities.

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At March 31, 2017 and December 31, 2016, trade receivables from the Company’s largest customer amount to 51% and 44%, respectively, of total trade receivables.

Revenue Recognition

The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues.

For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Cost of goods sold

We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs.

Basic and Diluted Earnings Per Share

Basic net income (loss) per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income (loss) per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period.

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Dilutive shares at March 31, 2017:

Convertible notes and interest:

At March 31, 2017, the Company had outstanding convertible notes payable in the aggregate principal amount of $647,565 with accrued interest of $629,909 convertible at the rate of $0.25 per share into an aggregate of 5,109,896 shares of common stock.

Warrants:

At March 31, 2017, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; and 700,000 shares at a price of $0.01 per share.

Stock Options:

At March 31, 2017, the Company had outstanding options for holders to purchase the following additional shares: 37,500 shares at a price of $3.50 per share; 30,000 shares at a price of $3.40 per share; 37,500 shares at a price of $2.50 per share; 20,000 shares at a price of $2.40 per share; 50,000 shares at a price of $2.00 per share; 190,000 shares at a price of $1.90 per share; 75,000 shares at a price of $1.70 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 50,000 shares at a price of $1.43 per share; 100,000 shares at a price of $1.42 per share; 150,000 shares at a price of $1.31 per share; 275,000 shares at a price of $0.57 per share; and 1,170,000 shares at a price of $0.35 per share.

RSUs:

During the three months ended March 31, 2017, the Company cancelled all outstanding restricted stock units (“RSUs”) and replaced them with common stock or restricted stock units; see note 16. At March 31, 2017, there are no RSUs outstanding.

We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense of $0 and $237,667 related to recognition of RSUs during the three months ended March 31, 2017 and 2016, respectively.

Restricted Stock Awards

During the three months ended March 31,2017, the Company cancelled unvested RSUs representing 1,370,000 shares of common stock and replaced them with restricted stock awards also representing 1,370,000 shares of common stock. The restricted stock awards will vest over the same vesting period and under the same terms as the RSUs they replaced. During the three months ended March 31, 2017, the Company recognized expense of $120,104 for the vesting of restricted stock awards, the same amount of expense that would have been recognized had the RSUs not been replaced by the restricted stock awards. As the restricted stock awards were not in place during the three months ended March 31, 2016, there was no such cost during that period.

Dilutive shares at March 31, 2016:

Convertible notes and interest:

At March 31, 2016, the Company had outstanding convertible notes payable in the aggregate principal amount of $812,215 with accrued interest of $617,567 convertible at the rate of $0.25 per share into an aggregate of 5,719,128 shares of common stock, and a convertible note payable in the amount of $100,000 convertible at the rate of $1.54 into 64,935 shares of common stock.

Warrants:

At March 31, 2016, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; 94,783 shares at a price of $0.25 per share; and 700,000 shares at a price of $0.01 per share.

Stock Options:

At March 31, 2016, the Company had outstanding options for holders to purchase the following additional shares: 30,000 shares at a price of $3.40 per share; 20,000 shares at a price of $2.40 per share; 500,000 shares at a price of $2.00 per share; 15,000 shares at a price of $1.90 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 15,000 shares at a price of $1.44 per share; 75,000 shares at a price of $1.31 per share; 225,000 shares at a price of $0.57 per share; 92,500 shares at a price of $0.48 per share; 92,500 shares at a price of $0.474 per share; 92,500 shares at a price of $0.45 per share; 275,000 shares at a price of $0.40 per share; 92,500 shares at a price of $0.38 per share; and 1,170,000 shares at a price of $0.35 per share.

RSUs:

At March 31, 2016, the Company has issued RSUs for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to members of the board of directors of the Company (“Board RSUs”); certain RSUs were issued to the executive officers of the Company (“Executive RSUs”); certain RSUs were issued to employees of the Company (“Employee RSUs”); and certain RSUs were issued to employees of The Fresh Diet (“FD RSUs”).

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During the three months ended March 31, 2016, the Company issued 10,000 RSUs with a fair value of $4,000 to two board members for services performed in 2013; these RSUs were accrued during the twelve months ended December 31, 2013. At March 31, 2016, the following Board RSUs were outstanding: a total of 370,000 RSUs were vested; 270,000 RSUs vest on July 1, 2016; and 270,000 RSUs vest on July 1, 2017.

During the three months ended March 31, 2016, the Company issued 116,279 RSUs with a fair value of $75,000 to its President as a bonus for services performed in 2015; these RSUs were accrued during the twelve months ended December 31, 2015. The Company also issued 64,520 RSUs to its President with a fair value of $75,633 for services performed in 2013; these RSUs were accrued during the twelve months ended December 31, 2013. The Company also issued 83,807 RSUs to its Chief Executive Officer with a fair value of $46,917 for services performed in 2013; these RSUs were also accrued during the twelve months ended December 31, 2013. At March 31, 2016, the following Executive RSUs were outstanding: a total of 1,187,072 RSUs were vested; 75,000 RSUs will vest on May 1, 2016; 600,000 RSUs will vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. An additional 125,000 RSUs will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 RSUs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value. We recognized stock-based compensation expense of in a straight-line manner over the vesting period of the RSUs.

During the three months ended March 31, 2016, the Company issued an aggregate of 128,341 RSUs with a fair value of $82,780 to four employees for services performed in 2015; these RSUs were accrued during the twelve months ended December 31, 2015. Also during the three months ended March 31, 2016, the Company issued an aggregate of 52,193 RSUs with a fair value of $33,600 to two employees for services performed in 2013; these RSUs were accrued during the twelve months ended March 31, 2013. At March 31, 2016, a total of 251,174 Employee RSUs were outstanding, all of which were vested.

At March 31, 2016, the following FD RSUs were outstanding: A total of 600,000 RSUs were vested; 600,000 RSUs vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. During the three months ended March 31, 2016, pursuant to separation agreements with two FD employees, an aggregate of 300,000 RSUs were converted to common stock, and an additional 1,800,000 RSUs (400,000 vested and 1,400,000 unvested) were forfeited and cancelled.

Also during the three months ended March 31, 2016, the Company charged to discontinued operations the amount $813,908 representing remaining book value of the unvested FD RSUs.

We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense (continuing operations) of $237,667 related to recognition of RSUs during the three months ended March 31, 2016.

Significant Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In March 2016, the FASB issued ASU No. 2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures.

Management reviewed currently issued pronouncements during the three months ended March 31, 2017, and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements.

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3. ACQUISITION

Pursuant to the Oasis Asset Purchase Agreement, effective January 1, 2017, the Company, through its wholly-owned subsidiary Oasis Sales Corp., purchased certain assets of Oasis Sales and Marketing, L.L.C., a California limited liability company. The purchase price was consisted of $300,000 cash; a two-year promissory note in the amount of $100,000, and a structured equity instrument (the “SEI”) in the amount of $200,000. In addition, the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date up to a maximum of $400,000 (“Earnout Payments”) . The SEI is recorded as Other Long Term Liabilities on the Company’s balance sheet at March 31, 2017. The SEI can be paid in cash or shares of the Company’s stock at the Company’s option, at any time, or is automatically payable via the issuance of 200,000 shares of the Company’s stock if the Company’s shares close above $1.00 for ten consecutive days. The Company believes it is likely that the Earnout Payments will be made, and accordingly has recorded the entire amount of $400,000 as a contingent liability on its balance sheet at March 31, 2017. The amount of $800,000 was allocated to customer lists, an intangible asset with a useful life of 60 months; and the amount of $200,000 was allocated to a non-compete agreement, an intangible assets with a useful life of 48 months. A total of $52,500 was amortized to operations during the three months ended March 31, 2017. The Company has presented preliminary estimates of the fair value of the intangible assets acquired. The Company is in the process of finalizing its review and evaluation of the related valuation assumptions supporting its fair value estimates of acquired intangible assets; therefore, the estimates used herein are subject to change. This may result in adjustments to the values presented.

4. DISCONTINUED OPERATIONS

Effective February 23, 2016, the Company closed a transaction to sell 90% of our ownership in The Fresh Diet, Inc. (“FD”) to New Fresh Co., LLC, a Florida limited liability company controlled by the former founder of FD. The consideration to Innovative Food Holdings consisted primarily of a restructuring of our loans, which includes the ability to convert to additional amounts of FD under certain circumstances. Aside from any payments related to liabilities previously accrued by the Company, there were no other cash outflows related to the discontinued operations. During the twelve months ended December 31, 2016, the Company accrued the amount of $850,000 representing the amount due based on an agreement signed in 2017. The agreement involved the purchase of rights to 1,450,000 RSUs and the purchase of 642,688 shares of the Company’s common stock. During the three months ended March 31, 2017, the Company paid cash for liabilities related to discontinued operations in the amount of $1,230,497. The Company also retired 642,688 shares of the Company stock to treasury.

ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. This criteria was achieved on February 9, 2016. Additionally, the discontinued operations are comprised of the entirety of FD, excluding corporate services expenses. Lastly, for comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying condensed consolidated statements of operations. The following information presents the major classes of line items constituting the after-tax income from discontinued operations in the condensed consolidated statements of operations:

	For the Three Months Ended
	March 31,
	2016
Revenue	$	2,389,950
Cost of goods sold		1,764,834
Gross margin		625,116

Selling, general and administrative expenses		3,368,213
Total operating expenses		3,368,213

Operating loss		(2,743,097	)

Other (income) expense:
Gain on sale of discontinued operations		(7,201,196	)
Interest expense, net		10,820
Total other (income) expense		(7,190,376	)

Income from discontinued operations, net of tax	$	4,447,279

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The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations:

	For the Three Months Ended March 31,
	2016
Cash Flow: Major line items

Depreciation and Amortization		39,509
Non-cash compensation		1,028,908
Purchase of equipment		(6,296	)
Cash from revolving credit facilities		685,959
Payments made on revolving credit facilities		(641,831	)
Principal payments made on notes payable		(7,074	)
Principal payments made on capital leases		(8,094	)

The components of the gain on sale and income from discontinued operations are as follows:

	February 22, 2016

Receivable due from buyer, net of reserve of $8,700,000	$	-
Net proceeds from sale of assets and liabilities		-

Assets sold		(6,225,073	)
Liabilities sold		13,426,269
Net liabilities sold		7,201,196

Gain on sale		7,201,196

Loss from discontinued operations before income tax		(2,753,917	)
Income tax expense		-

Income from discontinued operations	$	4,447,279

5. ACCOUNTS RECEIVABLE

At March 31, 2017 and December 31, 2016, accounts receivable consists of:

	March 31, 2017			December 31, 2016
Accounts receivable from customers	$	1,902,816		$	1,546,518
Allowance for doubtful accounts		(8,775	)		(8,123	)
Accounts receivable, net	$	1,894,041		$	1,538,395

6. INVENTORY

Inventory consists primarily of specialty food products. At March 31, 2017 and December 31, 2016, inventory consisted of the following:

		March 31, 2017				December 31, 2016
Finished Goods Inventory		$	833,796			$	815,033

7. PROPERTY AND EQUIPMENT

The Company owns a building and property located at 28411 Race Track Road, Bonita Springs, Florida 34135. The property consists of approximately 1.1 acres of land and approximately 10,000 square feet of combined office and warehouse space, and was purchased as part of a bank short sale. The Company moved its operations to these premises on July 15, 2013. The purchase price of the property was $792,758.

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On May 14, 2015, the Company purchased a building and property located at 2528 S. 27th Avenue, Broadview, Illinois 60155. The property consists of approximately 1.33 acres of land and approximately 28,711 square feet of combined office and warehouse space. The purchase price of $914,350 was initially financed primarily by a draw-down of $900,000 on the Company’s credit facility with Fifth Third Bank. On May 29, 2015, a permanent financing facility was provided by Fifth Third Bank in the form of a loan in the amount of $980,000. $900,000 of this amount was used to pay the balance of the credit facility; the additional $80,000 was used for refrigeration and other improvements at the property. The interest on the loan is at the LIBOR rate plus 3.0%. The building is used for office and warehouse space for the Company’s Artisan subsidiary. During the twelve months ended December 31, 2015, the Company paid a total of $474,301 for various building improvements, furniture, fixtures, and equipment related to this property. Depreciation on the building and the related improvements, furniture, fixtures, and equipment began when Artisan occupied the facility in October, 2015.

A summary of property and equipment at March 31, 2017 and December 31, 2016, was as follows:

	March 31, 2017			December 31, 2016
Land	$	385,523		$	385,523
Building		1,326,165			1,326,165
Computer and Office Equipment		466,177			466,177
Warehouse Equipment		226,953			226,953
Furniture, Fixtures		454,743			454,743
Vehicles		40,064			40,064
Total before accumulated depreciation		2,899,625			2,899,625
Less: accumulated depreciation		(858,855	)		(831,515	)
Total	$	2,040,770		$	2,068,110

Depreciation and amortization expense for property and equipment amounted to $27,340 and $36,359 for the three months ended March 31, 2017 and 2016, respectively.

8. INVESTMENTS

The Company has made investments in certain early stage food related companies which it expects can benefit from synergies with the Company’s various operating businesses. At March 31, 2017, the Company has investments in three food related companies in the aggregate amount of $201,525. The Company does not have significant influence over the operations of the companies it invests in.

9. INTANGIBLE ASSETS

The Company acquired certain intangible assets pursuant to the acquisition of Artisan, Oasis (see note 3), and OFB, and the acquisition of certain assets of The Haley Group, LLC. The following is the net book value of these assets:

	March 31, 2017
			Accumulated
	Gross		Amortization			Net
Trade Name	$	217,000	$	-		$	217,000
Non-Compete Agreement		444,000		(256,500	)		187,500
Customer Relationships		1,930,994		(881,877	)		1,049,117
Goodwill		151,000		-			151,000
Total	$	2,742,994	$	(1,138,377	)	$	1,604,617

	December 31, 2016
			Accumulated
	Gross		Amortization			Net
Trade Name	$	217,000	$	-		$	217,000
Non-Compete Agreement		244,000		(244,000	)		-
Customer Relationships		1,130,994		(791,310	)		339,684
Goodwill		151,000		-			151,000
Total	$	1,742,994	$	(1,035,310	)	$	707,684

Total amortization expense charged to continuing operations for the three months ended March 31, 2017 and 2016 was $103,067 and $65,817, respectively.

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The trade names are not considered finite-lived assets, and are not being amortized. The non-compete agreements are being amortized over a period of 48 months. The customer relationships acquired in the Artisan, Haley, Oasis, and OFB transactions are being amortized over periods of 60, 36, 60, and 60 months, respectively.

As detailed in ASC 350, the Company tests for goodwill impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. As detailed in ASC 350-20-35-3A, in performing its testing for goodwill impairment, management has completed a qualitative analysis to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. To complete this review, management followed the steps in ASC 350-20-35-3C to evaluate the fair value of goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. The analysis completed in 2016 determined that there was no impairment to goodwill assets related to the Artisan and Haley transactions.

10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at March 31, 2017 and December 31, 2016 are as follows:

	March 31, 2017		December 31, 2016
Trade payables	$	1,718,681	$	1,547,603
Accrued costs of discontinued operations		248,390		1,478,887
Accrued payroll and commissions		137,343		93,043
Total	$	2,104,414	$	3,119,533

At March 31, 2017 and December 31, 2016, accrued liabilities to related parties of $65,000 consisted of accrued bonus.

11. ACCRUED INTEREST

At March 31, 2017, accrued interest was $629,909, convertible at the option of the note holders into the Company’s common stock a price of $0.25 per share, or a total of 2,519,636 shares. During the three months ended March 31, 2017, the Company paid cash for interest in the aggregate amount of $22,029.

At December 31, 2016, accrued interest was $626,873, convertible at the option of the note holders into the Company’s common stock a price of $0.25 per share, or a total of 2,507,492 shares. During the twelve months ended December 31, 2016, the Company paid cash for interest in the aggregate amount of $96,318.

12. REVOLVING CREDIT FACILITIES

	March 31, 2017		December 31, 2016

Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. During the twelve months ended December 31, 2016, the Company made net borrowings in the amount of $120,000 from this facility, and transferred principal in the amount of $1,200,000 from this credit facility to a new term loan established with Fifth Third Bank. There was no activity on this credit facility during the three months ended March 31, 2017.	$	-	$	-

Total	$	-	$	-

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13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES

	March 31, 2017		December 31, 2016

Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest is due on the maturity date of February 5, 2018. During the twelve months ended December 31, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the three months ended March 31, 2017, the Company made principal and interest payments on this loan in the amounts of $200,000 and $10,455, respectively.	$	714,033	$	914,033

Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 and interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount will be due February 28, 2018. During the three months ended March 31, 2017, the Company made payments of principal and interest on this note in the amounts of $13,650 and $3,127, respectively		323,050		336,700

Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Payments of $8,167 including principal and interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended March 31, 2017, the Company made payments of principal and interest on this note in the amounts of $24,500 and $7,401, respectively.		800,333		824,833

A total of 17 convertible notes payable in the aggregate amount of $647,565 (the “Convertible Notes Payable”). Certain of the Convertible Notes Payable contain cross default provisions, and are secured by subordinated interest in a majority of the Company’s assets. The Convertible Notes Payable bear interest at the rate of 1.9% per annum; principal and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share; however, the interest may be paid in cash by the Company and certain limited amounts of principle may also be prepaid in cash. Effective May 13, 2014, the due date of these notes was extended from May 15, 2014 to December 31, 2015, and a discount to the notes in the aggregate amount of $732,565 was recorded to recognize the value of the beneficial conversion feature embedded in the extension of the term of the notes. In March 2015 the notes were further extended to January 1, 2016. On September 30, 2015, the notes in the amount of $647,565 were further extended to July 1, 2017, and a discount in the amount of $647,565 was recorded to recognize the value of the beneficial conversion featured embedded in the extension of the term of the notes. During the three months ended March 31, 2017, $95,209 of this discount was charged to operations. During the three months ended March 31, 2017, the Company accrued interest in the amount of $3,036 on these notes.		647,565		647,565

Unsecured note to Sam Klepfish for $164,650 which may not be prepaid without Mr. Klepfish’s consent, originally carrying an interest rate of 8% per annum and no due date. As of July 1, 2014, the interest rate was reduced to 1.9% and as of November 17, 2014 the interest rate was further reduced to 0%. During the three months ended December 31, 2015, interest in the amount of $54,150 was capitalized, and the aggregate principal amount of $164,650 was extended to July 1, 2017. This note and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share. During the three months ended March 31, 2017, the entire principal balance of this note in the amount of $164,650 was converted into 658,600 shares of the Company’s common stock.		-		164,650

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	March 31, 2017			December 31, 2016

Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended March 31, 2017, the Company made principal and interest payments on this note in the amounts of $7,858 and $736, respectively.		92,142			-

Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $274 including interest at the rate of 4.46%. During the three months ended March 31, 2017, the Company made principal and interest payments on this lease obligation in the amounts of $760 and $62, respectively.		5,018			5,778

Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended March 31, 2017, the Company made principal and interest payments on this lease obligation in the amounts of $1,521 and $216, respectively.		16,833			18,534

Total	$	2,598,974		$	2,911,913

Less: Discount		(92,511	)		(185,020	)

Net	$	2,506,463		$	2,726,893
Current maturities, net of discount	$	1,480,729		$	1,589,082
Long-term portion, net of discount		1,025,734			1,137,811
Total	$	2,506,463		$	2,726,893

	For the Three Months Ended March 31,
	2017		2016
Discount on Notes Payable amortized to interest expense:	$	92,509	$	92,509

At March 31, 2017 and December 31, 2016, the Company had unamortized discounts to notes payable in the aggregate amount of $92,511 and $185,020, respectively.

Aggregate maturities of long-term notes payable as of March 31, 2017 are as follows:

For the twelve months ended March 31,

2018	$	1,573,239
2019		204,128
2020		156,024
2021		560,933
2022		54,600
Thereafter		50,050
Total	$	2,598,974

Beneficial Conversion Features

The Company calculates the fair value of any beneficial conversion features embedded in its convertible notes via the Black-Scholes valuation method. The Company also calculates the fair value of any detachable warrants offered with its convertible notes via the Black-Scholes valuation method. The instruments were considered discounts to the notes, to the extent the aggregate value of the warrants and conversion features did not exceed the face value of the notes. These discounts were amortized to interest expense via the effective interest method over the term of the notes.

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14. RELATED PARTY TRANSACTIONS

For the three months ended March 31, 2017:

The Company cancelled RSUs held by its Chief Executive Officer representing 1,382,540 shares of common stock, of which 700,000 were unvested and 682,540 were vested. In place of the 682,540 vested cancelled RSUs, the Company issued a net amount of 586,586 shares of common stock. The remaining 95,954 shares of the 682,540 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 700,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 700,000 RSUs. See note 16.

The Company cancelled RSUs held by its President representing 1,724,532 shares of common stock, of which 490,000 were unvested and 1,234,532 were vested. In place of the 1,234,532 vested cancelled RSUs, the Company issued a net amount of 928,027 shares of common stock. The remaining 306,505 shares of the 1,234,532 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 490,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 490,000 RSUs. See note 16.

The Company cancelled RSUs held by its two of its Directors representing 545,000 shares of common stock, of which 180,000 were unvested and 365,000 were vested. In place of the 365,000 vested cancelled RSUs, the Company issued 365,000 shares of common stock. In addition, the 180,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 180,000 RSUs. See note 16.

The Company’s Chief Executive Officer converted a note payable in the amount of $164,650 into 658,600 shares of common stock.

The Company acquired options to purchase 100,000 shares of the Company’s common stock from its President for $9,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase.

The Company acquired options to purchase 140,000 shares of the Company’s common stock from its President for $13,400 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase.

The Company acquired options to purchase 87,500 shares of the Company’s common stock from its Principal Accounting Officer for $8,125 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase.

For the three months ended March 31, 2016:

At December 31, 2015, the Company had an accrued liability in the amount of $160,150 representing an aggregate of 210,520 shares of common stock to be issued to officers, directors, and employees for services performed during 2013; during the three months ended March 31, 2016, the Company issued 210,520 RSUs in satisfaction of this liability. Also at December 31, 2015, the Company had an accrued liability in the amount of $157,780 representing 244,620 RSUs to be issued to officers and employees as a bonus for services performed in 2015; during the three months ended March 31, 2016, the Company issued an aggregate of 244,620 RSUs in satisfaction of this liability.

15. COMMITMENTS AND CONTINGENT LIABILITIES

Contingent Liability

Pursuant to the Oasis acquisition, the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date. The Company believes it is likely that these payments will be made, and accordingly recorded the entire amount of $400,000 as a contingent liability on its balance sheet at acquisition.

Litigation

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

16. EQUITY

Common Stock

At March 31, 2017 and December 31, 2016, a total of 1,376,350 and 733,659 shares, respectively, are deemed issued but not outstanding by the Company.

Three months ended March 31, 2017:

The Company issued 274,783 shares of common stock for cash of $68,697 pursuant to the exercise of warrants.

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The Company purchased options to purchase a total of 367,500 shares of common stock from two executive officers, and employee, and a board member for an aggregate $34,925 in cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company charged the amount of $34,925 to additional paid-in capital.

The Company charged the amount of $120,104 to additional paid-in capital representing the vesting of restricted stock awards issued to officers.

The Company issued 658,600 shares of common stock to its Chief Executive Officer for conversion of a note payable in the amount of $164,650.

The Company issued a net amount of 2,410,392 shares of common stock (net of 623,813 shares held back by the Company to pay certain taxes owed related to the issuance) to employees, officers, and directors in satisfaction of the following obligations: vested RSUs representing 2,533,246 shares of common stock, and bonus shares and shares previously accrued representing 500,959 shares of common stock. The Company charged the amount of $33,453 to additional paid-in capital representing the value of these shares that had not been previously charged to operations.

The Company retired to treasury 642,688 shares of common stock pursuant to an agreement signed to acquire those shares. The Company also retired to treasury an aggregate of 37,000 shares of common stock purchased on the open market for cash of $18,592.

Three months ended March 31, 2016:

The Company issued 25,000 shares of common stock with a fair value of $34,000 to a service provider. The value of these shares was accrued during the twelve months ended December 31, 2015.

The Company issued an aggregate of 600,000 shares of common stock to an employee of The Fresh Diet pursuant to a separation agreement. These shares were issued as follows: 300,000 of these shares were issued for the exercise of RSUs held by the employee, and an additional 300,000 shares were charged to discontinued operations at the fair value of $147,000.

The Company issued 133,333 shares of common stock to an employee of The Fresh Diet pursuant to an employee agreement. The fair value of these shares in the amount of $67,987 was charged to discontinued operations during the period.

Warrants

The following table summarizes the significant terms of warrants outstanding at March 31, 2017. These warrants may be settled in cash and, unless the underlying shares are registered, via cashless conversion, into shares of the Company’s common stock at the request of the warrant holder. These warrants were granted as part of a financing agreement:

Range of exercise Prices		Number of warrants Outstanding		Weighted average remaining contractual life (years)		Weighted average exercise price of outstanding Warrants		Number of warrants Exercisable		Weighted average exercise price of exercisable Warrants
$	0.010		700,000		3.13	$	0.010		700,000	$	0.010

$	0.550		448,010		0.25	$	0.550		448,010	$	0.550

$	0.575		2,294,491		0.25	$	0.575		2,294,491	$	0.575
			3,442,501		0.84	$	0.457		3,442,501	$	0.457

Transactions involving warrants are summarized as follows:

	Number of			Weighted Average
	Warrants			Exercise Price
Warrants outstanding at December 31, 2016		3,537,284		$	0.451

Granted		-			-
Exercised		(94,783	)	$	0.250
Cancelled / Expired		-			-

Warrants outstanding at March 31, 2017		3,442,501		$	0.457

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Options

The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company:

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		Remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
Prices		Outstanding		life (years)		Options		Exercisable		Options
$	0.35		1,170,000		0.41	$	0.350		1,170,000	$	0.35

$	0.57		275,000		0.86	$	0.570		275,000	$	0.57

$	1.31		150,000		1.42	$	1.310		150,000	$	1.31

$	1.42		100,000		1.22	$	1.420		100,000	$	1.42

$	1.43		50,000		1.75	$	1.750		50,000	$	1.75

$	1.46		100,000		1.25	$	1.460		100,000	$	1.46

$	1.60		310,000		0.76	$	1.600		310,000	$	1.60

$	1.70		75,000		1.04	$	1.700		75,000	$	1.70

$	1.90		190,000		2.10	$	1.900		15,000	$	1.90

$	2.00		50,000		1.04	$	2.000		50,000	$	2.00

$	2.40		20,000		1.17	$	2.400		20,000	$	2.40

$	2.50		37,500		1.04	$	2.500		37,500	$	1.04

$	3.40		30,000		1.17	$	3.400		30,000	$	3.40

$	3.50		37,500		1.04	$	3.500		37,500	$	3.500
			2,595,000		0.84	$	0.995		2,445,000	$	0.995

Transactions involving stock options are summarized as follows:

	Number of Shares			Weighted Average Exercise Price
Options outstanding at December 31, 2016		2,445,000		$	1.005

Granted		650,000		$	1.731
Exercised		-		$	-
Cancelled / Expired		(500,000	)	$	2.000

Options outstanding at March 31, 2017		2,595,000		$	0.995

Aggregate intrinsic value of options outstanding and exercisable at March 31, 2017 and 2016 was $583,500 and $313,730, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.65 and $0.55 as of March 31, 2017 and 2016, respectively, and the exercise price multiplied by the number of options outstanding.

During the three months ended March 31, 2017, and 2016 the Company charged a total of $7,339 and $4,938, respectively, to operations related to recognized stock-based compensation expense for employee stock options.

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Accounting for warrants and stock options

The Company valued warrants and options using the Black-Scholes valuation model utilizing the following variables:

	March 31,
	2017
Volatility		56.9	%
Dividends	$	-
Risk-free interest rates		0.87	%
Term (years)		0.78-2.44

Restricted Stock Units (“RSUs”)

During the three months ended March 31, 2017, the Company cancelled all of its outstanding RSUs and issued the following: For vested RSUs representing 3,104,205 shares of common stock, the Company issued a net amount of 2,410,392 shares of restricted common stock (net of 623,813 shares held back by the Company to pay certain taxes owed related to the issuance); for unvested RSUs representing 1,370,000 shares of common stock, the Company issued 1,370,000 shares of restricted common stock under the same terms as the cancelled RSUs. 1,070,000 of the restricted stock awards will vest on June 30, 2017, the same date at which the RSUs which they replaced would have vested. The remaining 300,000 restricted stock awards vesting is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs. The Company charged the amount of $120,104 to operations during the three months ended March 31, 2017 representing the amortization of the cost of these restricted stock awards. The $120,104 charged to operations is the same amount that the Company would have charged for the RSUs that were cancelled had they not been cancelled.

RSUs expense during the three months ended March 31, 2017 and 2016 are summarized in the table below:

	March 31,
	2017		2016

RSUs expense – Continuing operations	$	-	$	237,667
RSUs expense – Discontinued operations		-		813,908
Total	$	-	$	1,051,575

17. SUBSEQUENT EVENTS

In April 2017, a former board member exercised options to purchase 100,000 shares of common stock at a price of $0.35 per share. The Company expects to issue these shares in May 2017.

In April 2017, the Company issued 70,000 shares of common stock with a fair value of $33,600 to an employee as a bonus.

In April and May 2017, the Company issued 2,685,467 shares of common stock to investors for the conversion of principal and accrued interest on notes payable in the amounts of $146,377 and $524,990, respectively.

In May 2017, the Company purchased options to purchase a total of 400,000 shares of common stock from four board members (100,000 from each board member) for an aggregate of $96,000 in cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase.

In May 2017, the Company extended term of options held by a former board member to purchase 100,000 shares of comment stock for a period of 46 days.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with the consolidated financial statements and the related notes thereto, as well as all other related notes, and financial and operational references, appearing elsewhere in this document.

Certain information contained in this discussion and elsewhere in this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created by that act. The safe harbor created by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission. We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “explore”, “consider”, “anticipate”, “intend”, “could”, “estimate”, “plan”, “propose” or “continue” or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:

●	Our ability to raise capital necessary to sustain our anticipated operations and implement our business plan,

●	Our ability to implement our business plan,

●	Our ability to generate sufficient cash to pay our lenders and other creditors,

●	Our dependence on one major customer,

●	Our ability to employ and retain qualified management and employees,

●	Our dependence on the efforts and abilities of our current employees and executive officers,

●	Changes in government regulations that are applicable to our current or anticipated business,

●	Changes in the demand for our services,

●	The degree and nature of our competition,

●	The lack of diversification of our business plan,

●	The general volatility of the capital markets and the establishment of a market for our shares, and

●	Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police and military activities overseas and other disruptive worldwide political and economic events and environmental weather conditions.

We are also subject to other risks detailed from time to time in our other filings with Securities and Exchange Commission and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

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Critical Accounting Policy and Estimates

Use of Estimates in the Preparation of Financial Statements

The preparation of these financial statements included in this report requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future.

Doubtful Accounts Receivable

The Company maintained an allowance in the amount of $8,775 for doubtful accounts receivable at March 31, 2017, and $47,368 at March 31, 2016. The Company has an operational relationship of several years with our major customers, and we believe this experience provides us with a solid foundation from which to estimate our expected losses on accounts receivable. Should our sales mix change or if we develop new lines of business or new customers, these estimates and our estimation process will change accordingly. These estimates have been accurate in the past.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The estimated fair values approximate their carrying value because of the short-term maturity of these instruments or the stated interest rates are indicative of market interest rates. These fair values have historically varied due to the market price of the Company’s stock at the date of valuation. Generally, these liabilities increased as the price of the Company’s stock increased (with resultant gain), and decreased as the Company’s stock decreased (yielding a loss). In December 2012, the Company removed these liabilities from its balance sheet by reclassifying them as equity.

Income Taxes

The Company has a history of losses, and as such has recorded no liability for income taxes. Until such time as the Company begins to provide evidence that a continued profit is a reasonable expectation, management will not determine that there is a basis for accruing an income tax liability. These estimates have been accurate in the past.

Background

We were initially formed in June 1979 as Alpha Solarco Inc., a Colorado corporation. From June 1979 through February 2003, we were either inactive or involved in discontinued business ventures. We changed our name to Fiber Application Systems Technology, Ltd in February 2003. In January 2004, we changed our state of incorporation by merging into Innovative Food Holdings, Inc. (IVFH), a Florida corporation formed for that purpose. As a result of the merger, we changed our name to that of Innovative Food Holdings, Inc. In January 2004, we also acquired Food Innovations, Inc. (“FII” or “Food Innovations”), a Delaware corporation, for 500,000 shares of our common stock.

On May 18, 2012, the Company executed a Stock Purchase Agreement to acquire all of the issued and outstanding shares of Artisan Specialty Foods, Inc., an Illinois corporation (“Artisan”), from its owner, Mr. David Vohaska. The purchase price was $1.2 million, with up to another $300,000 (with a fair value of $131,000) payable in the event certain financial milestones were met over the next one or two years. Those milestones have been met. The purchase price was primarily financed via a loan from Alpha Capital in the principal amount of $1,200,000. The loan was repaid in November 2013 via the issuance of a loan from Fifth Third Bank which has been paid in full. Prior to the acquisition, Artisan was a supplier and had sold products to the Company.

Pursuant to an asset purchase agreement, effective November 2, 2012, the Company purchased the outstanding assets of The Haley Group, LLC (“Haley”). Pursuant to a purchase agreement, effective June 30, 2014, the Company purchased 100% of the membership interest of Organic Food Brokers, LLC, a Colorado limited liability company (“OFB”).

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On August 15, 2014, pursuant to a merger agreement (the “Fresh Diet Merger Agreement”), the Company acquired The Fresh Diet, Inc. (“The Fresh Diet” or “FD”) through a reverse triangular merger as the registrant created a subsidiary corporation (FD Acquisition Corp) that merged with and into FD with FD being the surviving corporation and becoming a wholly-owned subsidiary of the Company. The purchase price consisted of 10,000,000 shares of the Company’s common stock valued at $14,000,000. The majority of FD’s current liabilities consisted of approximately $3.8 million of deferred revenues and approximately $2.1 million in short term commercial loans and there were additional ordinary course of business expenses such as trade payables, payroll and sales taxes which varied from month to month. In addition, it had some long term obligations the bulk of which consisted of interest free loans from FD’s former shareholders in the amount of approximately $2.2 million which were not due for three years. Prior to the merger FD had purchased an immaterial amount of product from the Company. FD operated as an independent subsidiary subject to oversight of its board of directors and the Company’s President and CEO. Effective February 23, 2016, the Company closed a transaction to sell 90% of our ownership in FD to New Fresh Co., LLC, a Florida limited liability company controlled by the former founder of FD who was appointed Interim CEO of FD on February 9, 2016. The consideration to Innovative Food Holdings consisted primarily of a restructuring of our loans, which includes the ability to convert to additional amounts of FD under certain circumstances. Aside from payments related to previously accrued liabilities there were no cash inflows or outflows from or to the discontinued operations.

Transactions With a Major Customer

Transactions with a major customer and related economic dependence information is set forth immediately below and above in Note 2 to the Condensed Consolidated Financial Statements and also in our Annual Report on Form 10-K for the year ended December 31, 2016 (1) following our discussion of Liquidity and Capital Resources, (2) Concentrations of Credit Risk in Note 17 to the Consolidated Financial Statements, and (3) as the fourth item under Risk Factors.

Relationship with U.S. Foods

We have historically sold the majority of our products, $6,885,179 and $5,863,243 for the three months ended March 31, 2017 and 2016, respectively (73% and 73% of total sales in three months ended March 31, 2017 and 2016, respectively) through a distributor relationship between FII and Next Day Gourmet, L.P., a subsidiary of U.S. Foods, a leading broadline distributor. On January 26, 2015 we executed a contract between Food Innovations, Inc., our wholly-owned subsidiary, and U.S. Foods. The term of the Agreement is from January 1, 2015 through December 31, 2016 and provides for up to three (3) automatic annual renewals thereafter if no party gives the other 30 days’ notice of its intent not to renew. Based on the terms, the Agreement was extended through 2017.

RESULTS OF OPERATIONS

Prior year balances have been recast to reflect the sale of 90% of our interest in The Fresh Diet, Inc. in February 2016. Results of discontinued operations are excluded from the accompanying results of operations for all periods presented, unless otherwise noted. See Note 4 – discontinued operations in the accompanying notes to consolidated financial statements.

This discussion may contain forward looking-statements that involve risks and uncertainties. Our future results could differ materially from the forward looking-statements discussed in this report. This discussion should be read in conjunction with our consolidated financial statements, the notes thereto and other financial information included elsewhere in the report.

Three Months Ended March 31, 2017 Compared to Three Months Ended March 31, 2016

Revenue

Revenue increased by $1,469,823 or approximately 18.3% to $9,485,164 for the three months ended March 31, 2017 from $8,015,341 in the prior year.

We continue to assess the potential of new revenue sources from the manufacture and sale of proprietary food products, private label products and additional sales channel opportunities in both the foodservice and consumer space and will implement that strategy if, based on our analysis, we deem it beneficial to us.

Any changes in the food distribution and specialty foods operating landscape that materially hinders our current ability and/or cost to deliver our products to our customers could potentially cause a material impact on our net revenue and gross margin and, therefore, our profitability and cash flows could be adversely affected.

Currently, a small portion of our revenues comes from imported products or international sales. Our current sales from such segments may be hampered and negatively impacted by any economic tariffs that may be imposed in the United States or in foreign countries.

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See “Transactions with Major Customers” and the Securities and Exchange Commission’s (“SEC”) mandated FR-60 disclosures following the “Liquidity and Capital Resources” section for a further discussion of the significant customer concentrations, loss of significant customer, critical accounting policies and estimates, and other factors that could affect future results.

Cost of goods sold

Our cost of goods sold for the three months ended March 31, 2017 was $6,434,232, an increase of $763,494 or approximately 13.5% compared to cost of goods sold of $5,670,738 for the three months ended March 31, 2016. Cost of goods sold is made up of the following expenses for the three months March 31, 2017: cost of goods of specialty, meat, game, cheese, seafood, poultry and other sales categories in the amount of $4,594,898; and shipping, delivery, handling, and purchase allowance expenses in the amount of $1,839,334. Total gross margin was approximately 32.2% of sales in 2017 compared to approximately 29.3% of sales in 2016. The increase in cost of goods sold is primary attributable to an increase in sales. The increase in gross margins from 2016 are primarily attributable to variation in product and revenue mix across our various selling channels.

In 2017, we continued to price our products in order to gain market share and increase the number of our end users. We were successful in both increasing sales and increasing market share. We currently expect, if market conditions and our product revenue mix remain constant, that our cost of goods sold may increase.

Selling, general, and administrative expenses

Selling, general, and administrative expenses increased by $367,788 or approximately 20.1% to $2,200,096 during the three months ended March 31, 2017 compared to $1,832,308 for the three months ended March 31, 2016. The increase in selling, general, and administrative expenses was primarily due to an increase in SGA expenses associated with Oasis, and to an increase in professional fees. Increases in payroll taxes and employee benefit costs also contributed to the increase.

Interest expense, net

Interest expense, net of interest income, decreased by $15,450 or approximately 10.7% to $116,199 during the three months ended March 31, 2017, compared to $131,649 during the three months ended March 31, 2016. Approximately 21.3% or $25,032 of the interest expense was accrued or paid interest on the company’s commercial loans and notes payable; approximately 78.7% or $92,509 of the interest was a non-cash GAAP accounting charge associated with the amortization of the discounts on the Company’s notes payable. The Company also had $1,342 of interest income during the three months ended March 31, 2017.

Net income from continuing operations

For the reasons above, the Company had net income from continuing operations for the three months ended March 31, 2017 of $734,637 which is an increase of approximately 93.0% compared to a net income of $380,646 during the three months ended March 31, 2016. The income for the three months ended March 31, 2017 includes a total of $350,359 in non-cash charges, including amortization of intangible assets in the amount of $103,067, depreciation expense of $27,340, charges for non-cash compensation in the amount of $160,896, and amortization of the discount on notes payable in the amount of $92,509. The income for the three months ended March 31, 2016 includes a total of $437,290 in non-cash charges, including amortization of intangible assets in the amount of $65,817, depreciation expense of $36,359, charges for non-cash compensation in the amount of $242,605, and amortization of the discount on notes payable in the amount of $92,509.

Liquidity and Capital Resources at March 31, 2017

As of March 31, 2017, the Company had current assets of $5,660,793, consisting of cash and cash equivalents of $2,862,923; trade accounts receivable, net of $1,894,041; inventory of $833,796; and other current assets of $70,033. Also at March 31, 2017, the Company had current liabilities of $4,280,052, consisting of trade payables of $1,718,681; accrued costs of discontinued operations of $248,390; accrued payroll and commissions of $137,343; $65,000 to related parties for accrued bonus; accrued interest of $629,909; and current portion of notes payable of $1,480,729, net of discount of $92,511.

During the three months ended March 31, 2017, the Company had cash used by operating activities of $368,021. Cash flow from operations consisted of: the Company’s consolidated net income of $734,637 plus non-cash compensation in the amount of $160,896; non-cash amortization of discount on notes payable of $92,509, and depreciation and amortization of $130,407. The Company’s cash position decreased by $1,486,470 as a result of changes in the components of current assets and current liabilities, primarily a reduction in accrued liabilities related to related to discontinued operations in the amount of $1,230,497.

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The Company had cash used in investing activities of $300,000 for the three months ended March 31, 2017, which consisted of cash paid in the acquisition of Oasis. The Company had cash used in financing activities of $233,109 for the three months ended March 31, 2017, which consisted of principal payments made on notes payable of $246,008; principal payments on capital leases of $2,281, payments made for the purchase of treasury stock of $18,592; and payments made for the purchase of options from employees of $34,925. The Company also received cash of $68,697 from the exercise of warrants for common stock.

The Company had net working capital of $1,380,741 as of March 31, 2017. The Company had used cash in operations during the three months ended March 31, 2017 in the amount of $368,021 including certain payments in the amount of $1,230,497 related to discontinued operations which relate mainly to a transaction to purchase the rights to 1,450,000 RSUs and 642,688 shares of the Company’s common stock from a former FD employee which resulted in $850,000 in non-recurring cash payments compared to cash generated from operating activities of $442,300 during the three months ended March 31, 2016. Without the cash flow items associated with discontinued operations, cash operating cash flow would have been $868,845 for the three months ended March 31, 2017. The Company intends to continue to focus on increasing market share and cash flow from operations by focusing its sales activities on specific market segments and new product lines. Currently, we do not have any material long-term obligations other than those described in Note 11 to the financial statements included in this report. As we seek to increase our sales of new items and enter new markets, acquire new businesses as well as identify new and other consumer and food service oriented products and services, we may use existing cash reserves, long-term financing, or other means to finance such diversification.

In February 2016, we completed the sale of FD to New Fresh Co., LLC, a Florida limited liability company controlled by the former founder of FD. See Note 2.

If the Company’s cash flow from operations is insufficient to fully implement its business plan, the Company may require additional financing in order to execute its operating plan. The Company cannot predict whether this additional financing will be in the form of equity or debt, or be in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all.

In any of these events, the Company may be unable to implement its current plans for expansion, repay its debt obligations as they become due or respond to competitive pressures, any of which circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations. The Company has not made any adjustments to the financial statements which would be necessary should the Company not be able to continue as a going concern.

2017 Plans

During 2017, in addition to our efforts to increase sales in our existing foodservice operations we plan to attempt to expand our business by expanding our focus to additional specialty foods markets in both the consumer and foodservice sector, exploring potential acquisition and partnership opportunities and continuing to extend our focus in the specialty food market through the growth of the Company’s existing sales channels and through a variety of additional sales channel relationships which are currently being explored. In addition, we are currently exploring the introduction of a variety of new product categories and new product lines, including private label products and proprietary branded products to leverage our existing foodservice and consumer customer base.

No assurances can be given that any of these plans will come to fruition or that if implemented that they will necessarily yield positive results.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Inflation

In the opinion of management, inflation has not had a material effect on the Company’s financial condition or results of its operations.

RISK FACTORS

The Company’s business and success is subject to numerous risk factors as detailed in its Annual Report on Form 10-K for the year ended December 31, 2016 which is available at no cost at www.sec.gov .

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ITEM 4 - CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit pursuant to the requirements of the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, among other things, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(a) Evaluation of disclosure controls and procedures

Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report, have concluded that as of that date, our disclosure controls and procedures were adequate and effective to ensure that information required to be disclosed by us in the reports we file or submit with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The conclusions notwithstanding, you are advised that no system is foolproof.

(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) and 15d-15 that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company issued the following shares of common stock during the three months ended March 31, 2017:

The Company issued 274,783 shares of common stock for cash of $68,697 representing the exercise of warrants at a price of $0.25 per shares.

The Company issued 2,410,392 shares of common stock (net of 623,813 shares held back for withholding taxes) to employees, officers, and directors in satisfaction of the following obligations: vested RSUs representing 2,533,246 shares of common stock, and bonus shares and shares previously accrued representing 500,959 shares of common stock. The Company charged the amount of $59,584 to additional paid-in capital representing the value of these shares that had not been previously charged to operations.

The Company issued 658,600 shares of common stock to its Chief Executive Officer for the conversion of a note payable at $0.25 per share.

The Company issued the following shares of common stock subsequent to March 31, 2017:

The Company made the following purchases of its common stock during the three months ended March 31, 2017:

(a)

Total number of shares purchased

(b)

Average price paid per share

(c)

Total number of shares purchased

as part of publicly announced plans or programs

(d)

Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs

Period

January 2017

37,000

0.502

N/A

February 2017

642,688

0.485

N/A

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

None.

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Item 6. Exhibits

3.1	Articles of Incorporation (incorporated by reference to exhibit 3.1 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).

3.2	Amended Bylaws of the Company (incorporated by reference to exhibit 3.2 of the Company’s annual report Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 16, 2011).

4.1	Form of Convertible Note (incorporated by reference to exhibit 4.1 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).

4.2	Form of Convertible Note (incorporated by reference to exhibit 4.2 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).

4.3	Form of Warrant - Class A (incorporated by reference to exhibit 4.3 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).

4.4	Form of Warrant - Class B (incorporated by reference to exhibit 4.4 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).

4.5	Form of Warrant - Class C (incorporated by reference to exhibit 4.5 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).

4.6	Secured Convertible Promissory Note dated December 31, 2008 in favor of Alpha Capital Anstalt (incorporated by reference to exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2009).

4.7	Class B Common Stock Purchase Warrant dated December 31, 2008 in favor of Alpha Capital Anstalt (incorporated by reference to exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2009).

4.8	Subscription Agreement between the Registrant and Alpha Capital Anstalt dated December 31, 2008 (incorporated by reference to exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2009).

4.9	Amendment, Waiver, and Consent Agreement effective January 1, 2009 between the Registrant and Alpha Capital Anstalt (incorporated by reference to exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 7, 2009).

31.1	Section 302 Certification

31.2	Section 302 Certification

32.1	Section 906 Certification

32.2	Section 906 Certification

101.INS	XBRL Instance Document

101.SCH	XBRL Taxonomy Extension Schema

101.CAL	XBRL Taxonomy Extension Calculation Linkbase

101.DEF	XBRL Taxonomy Extension Definition Linkbase

101.LAB	XBRL Taxonomy Extension Label Linkbase

101.PRE	XBRL Taxonomy Extension Presentation Linkbase

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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, thereunto duly authorized.

SIGNATURE	TITLE	DATE

/s/ Sam Klepfish	Chief Executive Officer	May 15, 2017
Sam Klepfish

/s/ John McDonald	Principal Financial Officer	May 15, 2017
John McDonald