SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

klepfish samuel

(Last)

(First)

(Middle)

3845 BECK BLVD

SUITE 805

(Street)

NAPLES

34114

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INNOVATIVE FOOD HOLDINGS INC [ IVFH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/23/2006		A		350,000	A	$0.005	350,000	D
Common Stock⁽⁴⁾	12/31/2009		A		910,000	A	$0.005	1,260,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$0.005	11/20/2006		A		5,000,000		11/20/2006	11/20/2011	Common Stock	5,000,000	⁽⁵⁾	5,000,000	D
Options	$0.005	01/22/2008		A		5,000,000		⁽³⁾	03/31/2013	Common Stock	5,000,000	⁽⁵⁾	5,000,000	D
Conversion Right⁽¹⁾	$0.005	11/01/2006		A		900,000		11/01/2006	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	12/01/2006		A		900,000		12/01/2006	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	01/01/2007		A		900,000		01/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	02/01/2007		A		900,000		02/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	03/01/2007		A		900,000		03/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	04/01/2007		A		900,000		04/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	05/01/2007		A		900,000		05/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	06/01/2007		A		900,000		06/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	07/01/2007		A		900,000		07/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	08/01/2007		A		900,000		08/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	09/01/2007		A		900,000		09/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	10/01/2007		A		900,000		10/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	11/01/2007		A		900,000		11/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	12/01/2007		A		900,000		12/01/2007	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	01/01/2008		A		900,000		01/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	02/01/2008		A		900,000		02/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	03/01/2008		A		900,000		03/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	04/01/2008		A		900,000		04/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	05/01/2008		A		900,000		05/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	06/01/2008		A		900,000		06/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	07/01/2008		A		900,000		07/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	08/01/2008		A		900,000		08/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	09/01/2008		A		900,000		09/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	10/01/2008		A		900,000		10/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	11/01/2008		A		900,000		11/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D
Conversion Right⁽¹⁾	$0.005	12/01/2008		A		900,000		12/01/2008	⁽²⁾	Common Stock	900,000	⁽¹⁾	900,000	D

Explanation of Responses:

1. The derivative securities reported hereby represent unpaid and accrued salary in the amount of $4,500 which the Reporting Person may convert at any time, in his sole discretion, into shares of the Registrant's common stock at a conversion price of $0.005 per share (subject to adjustment for stock splits, etc.) or an aggregate of 900,000 shares.

2. Convertible as long as the related liability remains outstanding.

3. This option vested on December 1, 2008.

4. Common stock shares committed to be issued, not issued as of March 31, 2011.

5. Issued pursuant to compensation agreements.

Remarks:

THIS FORM 4 IS CONTINUED ON THE FORM 4 FILED IMMEDIATELY AFTER THIS FORM 4. THE FILINGS WERE SEPARATED DUE TO INSUFFICIENT ROOM ON THE FIRST FILING TO SUPPLY ALL OF THE DATA.

	/s/ Samuel Klepfish	05/25/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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