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NDOL is going wild!!!
NDOL looking good @ .72
i agree IVFH can be huge mover!!!
Nice Charts thanks for sharing!
Shakerzzz we need some of your magic on ITWJ looks like it wants to go!
maybe ITWJ is getting close to breaking the .0002 mark today on news. looking like it is ready to go.
I sold EBOF at 2.75 I am kicking myself on that one.
VCSY setting up for an afternoon run.
VCSY is ut'ing slowly looking good for a run.
in AVNT!!!
Art what do you get out of todays filings?
JKRI l2 is setting up for a run.
still holding AVNT maybe later this week we can get a pr for an updated status.
SA thank you for your time and effots in putting the stock hideout together. It is a great site and learning tool. Keep up the good work!
added more AVNT ready to go green!
added more AVNT on shake!!
added to AVNT
in AVNT
in AVNT!
AVNT is taking off all aboard$$$$
IVFH is picking up vol after the 10-k, big pasta deal coming soon!
VCSY coming back on news
put IVFH on your watch, big plans with big companies.
IVFH has big plans with big companies put it on your radar.
This sounds like a winner for IVFH! Nice hold for 10 bagger!
IVFH posts 10 KSB They are buying a pasta company...
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-9376
INNOVATIVE FOOD HOLDINGS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
FLORIDA 20-1167761
(I.R.S. Incorporation Or Organization) (Identification No.)
1923 TRADE CENTER WAY, SUITE ONE
NAPLES, FLORIDA 34109
(Address Of Principal Executive Offices) (Zip Code)
Issuer’s Telephone Number, Including Area Code: (239) 596-0204
Securities Registered Under Section 12(b) Of The Exchange Act: NONE
Securities Registered Under Section 12(g) Of The Exchange Act: COMMON STOCK, NO PAR VALUE
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ___
Check whether the Issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ___
The number of shares outstanding of the issuer's common stock is 106,342,037 as of March 21, 2006 The aggregate market value of the voting and non-voting stock held by non-affiliates was approximately $2,983,682 as of March 21, 2006, based upon the closing price of the issuer’s common stock on such date.
The Issuer’s revenues for the fiscal year ended December 31, 2005 were $5,561,614.
--------------------------------------------------------------------------------
INNOVATIVE FOOD HOLDINGS, INC.
INDEX TO ANNUAL REPORT ON FORM 10-KSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
ITEMS IN FORM 10-KSB
PAGE
PART I
Item 1. Description of Business 3
Item 2. Description of Property. 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 9
Item 6. Management's Discussion and Analysis 10
Item 7. Financial Statements 20
Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 31
Item 8A. Controls and Procedures 32
Item 8B. Other Information 32
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 33
Item 10. Executive Compensation. 36
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 37
Item 12. Certain Relationships and Related Transactions 38
Item 13. Exhibits 39
Item 14. Principal Accountant Fees and Services 39
SIGNATURES 41
2
--------------------------------------------------------------------------------
FORWARD LOOKING INFORMATION
MAY PROVE INACCURATE
THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US THAT ARE BASED ON THE BELIEFS OF MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS DOCUMENT, THE WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE," “SHOULD,” AND "EXPECT" AND SIMILAR EXPRESSIONS, AS THEY RELATE TO US, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-KSB. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED, ESTIMATED OR EXPECTED. WE DO NOT INTEND TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
PART I
ITEM 1. Description of Business
Our History
We were initially formed in June 1979 as Alpha Solarco Inc., a Colorado corporation. From June 1979 through February 2004, we were either inactive or involved in discontinued business ventures. In February 2003 we changed our name to Fiber Application Systems Technology, Ltd. In February 2004, we changed our state of incorporation by merging into Innovative Food Holdings, Inc. (“IVFH”), a Florida shell corporation. As a result of the merger we changed our name to that of Innovative Food Holdings, Inc. In February 2004 we also acquired Food Innovations, Inc.(“FII”) a Delaware corporation, for 25,000,000 shares of our common stock.
Overview
IVFH currently acts as the holding company for FII, its wholly-owned subsidiary. In the future, we may purchase or start new business operations, including food manufacturing and restaurant outlets focused on bringing to market the highest quality food products tailored to emerging trends in the foodservice industry. The discussion below centers on the business of our operating subsidiary, FII.
Our Operations
FII was incorporated in Delaware on January 9, 2002 and, since its incorporation, has been in the business of providing premium white tablecloth restaurants with the freshest origin-specific perishables and specialty products direct from its network of vendors to the end users (restaurants, hotels, country clubs, national chain accounts, casinos, and catering houses) within 24 hours, except as stated hereafter, eliminating all wholesalers and distributors. We currently sell 91% of our products through a distributor relationship with Next Day Gourmet, L.P., a subsidiary of US Foodservice, Inc. (“USF”), a $20 Billion broadline distributor owned by Dutch grocer Royal Ahold.
3
--------------------------------------------------------------------------------
In the past two years, our sales to existing and new customers have increased through the broadening of our geographic penetration due to the increasing number of divisions of USF offering our products,and through the addition of new product lines to our offering, and through the continued growth of the restaurant industry nationwide.
Our Products
FII distributes over 3,000 perishable and specialty food products, including origin-specific seafood, domestic and imported meats, exotic game and poultry, artisanal cheeses, caviar, wild and cultivated mushrooms, micro-greens, heirloom and baby produce, organic farmed and manufactured food products, estate-bottled olive oils and aged vinegars. FII is constantly adding to its product mix other products that are not feasible for a broadline distributor to effectively warehouse, including organic products and specialty grocery items. We aim to offer our customers access to the best food products available nationwide, quickly and cost-effectively. Some of our best-selling items include:
• Seafood - Alaskan wild king salmon, Hawaiian sashimi-grade ahi tuna, Gulf of Mexico day-boat snapper, Chesapeake Bay soft shell crabs, New England live lobsters, Japanese hamachi
• Meat & Game - Prime rib of American kurobuta pork, dry-aged buffalo tenderloin, domestic lamb, Cervena venison, elk tenderloin
• Produce - White asparagus, baby carrot tri-color mix, Oregon wild ramps, heirloom tomatoes
• Poultry - Grade A foie gras, Hudson Valley quail, free range and organic chicken, airline breast of pheasant
• Specialty - Truffle oils, fennel pollen, prosciutto di Parma, wild boar sausage
• Mushrooms - Fresh morels, Trumpet Royale, porcini powder, wild golden chanterelles
• Cheese - Maytag blue, buffalo mozzarella, Spanish manchego, Italian gorgonzola dolce
In 2005 seafood accounted for 24% of sales, meat and game accounted for 28% of sales, specialty items accounted for 25% of sales, produce accounted for 8% of sales, cheese accounted for 10% of sales, and poultry accounted for 5% of sales.
4
--------------------------------------------------------------------------------
Customer Service and Logistics
Our “live” chef-driven customer service department is available by telephone every weekday, from 7 a.m. to 7 p.m. EST (Eastern Standard Time) The team is made up of four full-time customer service chefs experienced in all aspects of perishable and specialty products. By employing chefs to handle customer service, we are able to provide our customers with extensive information about our products, including:
· Flavor profile & eating qualities
· Recipe & usage ideas
· Origin, seasonality, and availability
· Cross utilization ideas and complementary uses of products
Our logistics team pro-actively tracks every package to ensure delivery of product to our customers. The logistics team receives tracking information on all products ordered, and packages are monitored from origin to delivery. In the event that delivery service is interrupted, our logistics department begins the process of expediting the package to its destination. The customer is then contacted before the expected delivery commitment time allowing the customer ample time to make arrangements for product replacement or menu changes. Our Logistics Manager works directly with our suppliers to ensure our strict packaging requirements are in place at all times.
Chef Advisory Board
In addition to our in-house chefs, FII relies on the assistance of our Chef Advisory Board.
The board advises the company on various trends in the restaurant industry as it relates to our products .
Chef Joseph Amendola
Chef Joe Amendola was the American Culinary Federation Chef of the Year for 2002. With over sixty years of experience, Chef Amendola is world renowned as more than a culinary professional. He is an ambassador, teacher, mentor and author of The Bakers Manual , Understanding Baking , Ice Carving Made Easy , Professional Baking and Practical Cooking , and Baking for Schools and Institutions , all of which are used in culinary institutes around the world. Over 25,000 students graduated under his tenure as Dean of the Culinary Institute of America in Hyde Park, NY.
Chef Don Pintabona
Chef Pintabona graduated from the Culinary Institute of America in 1982 and began traveling, working alongside some of the world’s finest Chefs, for firsthand studies of regional cooking styles and techniques. Under the tutelage of such Chefs as Nishitani in Osaka, Japan, Georges Blanc in Vonnes, France, and Charles Palmer in New York, Chef Pintabona sought out the most unusual local foodstuffs and then developed his own style of contemporary American cuisine.
Last year, Chef Pintabona celebrated publishing his own book entitled The Tribeca Grill Cookbook: Celebrating Ten Years of Taste. He also lends his expertise to many community events and teaches a special course at the Cornell School of Hotel Management. A frequent guest Chef on ABC’s “Good Morning America,” he also has been on the Food Network’s “Cooking Live” and has been featured in Bon Appétit , Gourmet , GQ , Nation’s Restaurant News , and the New York Times .
5
--------------------------------------------------------------------------------
Chef Bob Ambrose
Chef Ambrose is a graduate of the Culinary Institute of America and has been in the hospitality industry for over 20 years in all aspects of the business. During his career Chef Ambrose was honored with the prestigious invitation to cook at many James Beard functions, including The World Gourmet Summit in Singapore. Following his career in hospitality, Chef Ambrose served as a Sales Manager for LaBelle Farms, one of FII’s preferred suppliers. He now owns Bella Bella Gourmet Foods, which is also a preferred supplier of Chef Driven poultry products.
Relationship with USF.
In 2003, Next Day Gourmet, L.P., a subsidiary of USF,, a $20 Billion broadline distributor owned by Dutch grocer Royal Ahold, contracted FII to handle the distribution of over 3,000 perishable and specialty products. Under the current terms of the contract FII is the exclusive supplier of overnight delivered , perishable sea foods, fresh produce, and other exotic fresh foods. Such products are difficult for broadline food distributors to manage profitably and keep in warehouse stock due to their perishable nature and limited audience. In the FII model, there is no need for USF to warehouse (or for FII to take possession of) product because it is shipped directly from the source to the end user, therefore reducing loss due to waste. Through USF’s sales associates, FII’s products are available to USF accounts nationwide, ensuring superior freshness and extended shelf life to their customers. FII gets the benefit of a national sales force and an existing client base. While the current contract with USF expires in September 2006 the extension negotiations are currently underway. We expect to reach an agreement with USF but we can give no assurances that we will do so. During the year ended December 31, 2005, Next Day Gourmet L.P. accounted for $5,062,844 or 94% of our sales and approximately $387,281 or 92% of our accounts receivables . Other than our business arrangements with USF, we are not affiliated with either USF or Next Day Gourmet, L.P.
Growth Strategy
Restaurant food sales continue to grow, both in total dollars spent (from $295 billion in 1995 to over $511 billion projected for 2006) and in share of the food dollar spent in the United States (from 25% in 1955 to 47% projected for 2006), according to the National Restaurant Association website (www.restaurant.org).
FII’s continued growth within the industry relies heavily on two marketing paths: one-to-one selling in tightly knit chef led communities that are eager to share their successes in implementing new culinary arts, and the channeling of efforts by highly motivated food brokerage and distribution partner US Foodservice.
On August 24 th, 2005 IVFH loaned $150,000 to Pasta Italiana, Inc.(“Pasta”); a full line manufacturer of pasta products and entrees. The loan was secured by the personal guarantees of the two principals of Pasta. As consideration for the loan, IVFH, was given the option, for 180 days, to purchase 100 percent of the outstanding shares of Pasta through the issuance of 10 million shares of IVFH. On February 7 th 2006 IVFH loaned an additional $96,000 to Pasta. In consideration for the additional loan, Pasta Italiana agreed to extend the option agreement to April 24, 2006. We made several other advances to Pasta of operating funds in January and February of 2006 amounting to an additional $104,000.
IVFH posts 10-KSB They are buying a pasta company!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-9376
INNOVATIVE FOOD HOLDINGS, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
FLORIDA 20-1167761
(I.R.S. Incorporation Or Organization) (Identification No.)
1923 TRADE CENTER WAY, SUITE ONE
NAPLES, FLORIDA 34109
(Address Of Principal Executive Offices) (Zip Code)
Issuer’s Telephone Number, Including Area Code: (239) 596-0204
Securities Registered Under Section 12(b) Of The Exchange Act: NONE
Securities Registered Under Section 12(g) Of The Exchange Act: COMMON STOCK, NO PAR VALUE
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ___
Check whether the Issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. ___
The number of shares outstanding of the issuer's common stock is 106,342,037 as of March 21, 2006 The aggregate market value of the voting and non-voting stock held by non-affiliates was approximately $2,983,682 as of March 21, 2006, based upon the closing price of the issuer’s common stock on such date.
The Issuer’s revenues for the fiscal year ended December 31, 2005 were $5,561,614.
--------------------------------------------------------------------------------
INNOVATIVE FOOD HOLDINGS, INC.
INDEX TO ANNUAL REPORT ON FORM 10-KSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005
ITEMS IN FORM 10-KSB
PAGE
PART I
Item 1. Description of Business 3
Item 2. Description of Property. 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities 9
Item 6. Management's Discussion and Analysis 10
Item 7. Financial Statements 20
Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 31
Item 8A. Controls and Procedures 32
Item 8B. Other Information 32
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 33
Item 10. Executive Compensation. 36
Item 11. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 37
Item 12. Certain Relationships and Related Transactions 38
Item 13. Exhibits 39
Item 14. Principal Accountant Fees and Services 39
SIGNATURES 41
2
--------------------------------------------------------------------------------
FORWARD LOOKING INFORMATION
MAY PROVE INACCURATE
THIS ANNUAL REPORT ON FORM 10-KSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO US THAT ARE BASED ON THE BELIEFS OF MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS DOCUMENT, THE WORDS "ANTICIPATE," "BELIEVE," "ESTIMATE," “SHOULD,” AND "EXPECT" AND SIMILAR EXPRESSIONS, AS THEY RELATE TO US, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-KSB. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED, ESTIMATED OR EXPECTED. WE DO NOT INTEND TO UPDATE THESE FORWARD-LOOKING STATEMENTS.
PART I
ITEM 1. Description of Business
Our History
We were initially formed in June 1979 as Alpha Solarco Inc., a Colorado corporation. From June 1979 through February 2004, we were either inactive or involved in discontinued business ventures. In February 2003 we changed our name to Fiber Application Systems Technology, Ltd. In February 2004, we changed our state of incorporation by merging into Innovative Food Holdings, Inc. (“IVFH”), a Florida shell corporation. As a result of the merger we changed our name to that of Innovative Food Holdings, Inc. In February 2004 we also acquired Food Innovations, Inc.(“FII”) a Delaware corporation, for 25,000,000 shares of our common stock.
Overview
IVFH currently acts as the holding company for FII, its wholly-owned subsidiary. In the future, we may purchase or start new business operations, including food manufacturing and restaurant outlets focused on bringing to market the highest quality food products tailored to emerging trends in the foodservice industry. The discussion below centers on the business of our operating subsidiary, FII.
Our Operations
FII was incorporated in Delaware on January 9, 2002 and, since its incorporation, has been in the business of providing premium white tablecloth restaurants with the freshest origin-specific perishables and specialty products direct from its network of vendors to the end users (restaurants, hotels, country clubs, national chain accounts, casinos, and catering houses) within 24 hours, except as stated hereafter, eliminating all wholesalers and distributors. We currently sell 91% of our products through a distributor relationship with Next Day Gourmet, L.P., a subsidiary of US Foodservice, Inc. (“USF”), a $20 Billion broadline distributor owned by Dutch grocer Royal Ahold.
3
--------------------------------------------------------------------------------
In the past two years, our sales to existing and new customers have increased through the broadening of our geographic penetration due to the increasing number of divisions of USF offering our products,and through the addition of new product lines to our offering, and through the continued growth of the restaurant industry nationwide.
Our Products
FII distributes over 3,000 perishable and specialty food products, including origin-specific seafood, domestic and imported meats, exotic game and poultry, artisanal cheeses, caviar, wild and cultivated mushrooms, micro-greens, heirloom and baby produce, organic farmed and manufactured food products, estate-bottled olive oils and aged vinegars. FII is constantly adding to its product mix other products that are not feasible for a broadline distributor to effectively warehouse, including organic products and specialty grocery items. We aim to offer our customers access to the best food products available nationwide, quickly and cost-effectively. Some of our best-selling items include:
• Seafood - Alaskan wild king salmon, Hawaiian sashimi-grade ahi tuna, Gulf of Mexico day-boat snapper, Chesapeake Bay soft shell crabs, New England live lobsters, Japanese hamachi
• Meat & Game - Prime rib of American kurobuta pork, dry-aged buffalo tenderloin, domestic lamb, Cervena venison, elk tenderloin
• Produce - White asparagus, baby carrot tri-color mix, Oregon wild ramps, heirloom tomatoes
• Poultry - Grade A foie gras, Hudson Valley quail, free range and organic chicken, airline breast of pheasant
• Specialty - Truffle oils, fennel pollen, prosciutto di Parma, wild boar sausage
• Mushrooms - Fresh morels, Trumpet Royale, porcini powder, wild golden chanterelles
• Cheese - Maytag blue, buffalo mozzarella, Spanish manchego, Italian gorgonzola dolce
In 2005 seafood accounted for 24% of sales, meat and game accounted for 28% of sales, specialty items accounted for 25% of sales, produce accounted for 8% of sales, cheese accounted for 10% of sales, and poultry accounted for 5% of sales.
4
--------------------------------------------------------------------------------
Customer Service and Logistics
Our “live” chef-driven customer service department is available by telephone every weekday, from 7 a.m. to 7 p.m. EST (Eastern Standard Time) The team is made up of four full-time customer service chefs experienced in all aspects of perishable and specialty products. By employing chefs to handle customer service, we are able to provide our customers with extensive information about our products, including:
· Flavor profile & eating qualities
· Recipe & usage ideas
· Origin, seasonality, and availability
· Cross utilization ideas and complementary uses of products
Our logistics team pro-actively tracks every package to ensure delivery of product to our customers. The logistics team receives tracking information on all products ordered, and packages are monitored from origin to delivery. In the event that delivery service is interrupted, our logistics department begins the process of expediting the package to its destination. The customer is then contacted before the expected delivery commitment time allowing the customer ample time to make arrangements for product replacement or menu changes. Our Logistics Manager works directly with our suppliers to ensure our strict packaging requirements are in place at all times.
Chef Advisory Board
In addition to our in-house chefs, FII relies on the assistance of our Chef Advisory Board.
The board advises the company on various trends in the restaurant industry as it relates to our products .
Chef Joseph Amendola
Chef Joe Amendola was the American Culinary Federation Chef of the Year for 2002. With over sixty years of experience, Chef Amendola is world renowned as more than a culinary professional. He is an ambassador, teacher, mentor and author of The Bakers Manual , Understanding Baking , Ice Carving Made Easy , Professional Baking and Practical Cooking , and Baking for Schools and Institutions , all of which are used in culinary institutes around the world. Over 25,000 students graduated under his tenure as Dean of the Culinary Institute of America in Hyde Park, NY.
Chef Don Pintabona
Chef Pintabona graduated from the Culinary Institute of America in 1982 and began traveling, working alongside some of the world’s finest Chefs, for firsthand studies of regional cooking styles and techniques. Under the tutelage of such Chefs as Nishitani in Osaka, Japan, Georges Blanc in Vonnes, France, and Charles Palmer in New York, Chef Pintabona sought out the most unusual local foodstuffs and then developed his own style of contemporary American cuisine.
Last year, Chef Pintabona celebrated publishing his own book entitled The Tribeca Grill Cookbook: Celebrating Ten Years of Taste. He also lends his expertise to many community events and teaches a special course at the Cornell School of Hotel Management. A frequent guest Chef on ABC’s “Good Morning America,” he also has been on the Food Network’s “Cooking Live” and has been featured in Bon Appétit , Gourmet , GQ , Nation’s Restaurant News , and the New York Times .
5
--------------------------------------------------------------------------------
Chef Bob Ambrose
Chef Ambrose is a graduate of the Culinary Institute of America and has been in the hospitality industry for over 20 years in all aspects of the business. During his career Chef Ambrose was honored with the prestigious invitation to cook at many James Beard functions, including The World Gourmet Summit in Singapore. Following his career in hospitality, Chef Ambrose served as a Sales Manager for LaBelle Farms, one of FII’s preferred suppliers. He now owns Bella Bella Gourmet Foods, which is also a preferred supplier of Chef Driven poultry products.
Relationship with USF.
In 2003, Next Day Gourmet, L.P., a subsidiary of USF,, a $20 Billion broadline distributor owned by Dutch grocer Royal Ahold, contracted FII to handle the distribution of over 3,000 perishable and specialty products. Under the current terms of the contract FII is the exclusive supplier of overnight delivered , perishable sea foods, fresh produce, and other exotic fresh foods. Such products are difficult for broadline food distributors to manage profitably and keep in warehouse stock due to their perishable nature and limited audience. In the FII model, there is no need for USF to warehouse (or for FII to take possession of) product because it is shipped directly from the source to the end user, therefore reducing loss due to waste. Through USF’s sales associates, FII’s products are available to USF accounts nationwide, ensuring superior freshness and extended shelf life to their customers. FII gets the benefit of a national sales force and an existing client base. While the current contract with USF expires in September 2006 the extension negotiations are currently underway. We expect to reach an agreement with USF but we can give no assurances that we will do so. During the year ended December 31, 2005, Next Day Gourmet L.P. accounted for $5,062,844 or 94% of our sales and approximately $387,281 or 92% of our accounts receivables . Other than our business arrangements with USF, we are not affiliated with either USF or Next Day Gourmet, L.P.
Growth Strategy
Restaurant food sales continue to grow, both in total dollars spent (from $295 billion in 1995 to over $511 billion projected for 2006) and in share of the food dollar spent in the United States (from 25% in 1955 to 47% projected for 2006), according to the National Restaurant Association website (www.restaurant.org).
FII’s continued growth within the industry relies heavily on two marketing paths: one-to-one selling in tightly knit chef led communities that are eager to share their successes in implementing new culinary arts, and the channeling of efforts by highly motivated food brokerage and distribution partner US Foodservice.
On August 24 th, 2005 IVFH loaned $150,000 to Pasta Italiana, Inc.(“Pasta”); a full line manufacturer of pasta products and entrees. The loan was secured by the personal guarantees of the two principals of Pasta. As consideration for the loan, IVFH, was given the option, for 180 days, to purchase 100 percent of the outstanding shares of Pasta through the issuance of 10 million shares of IVFH. On February 7 th 2006 IVFH loaned an additional $96,000 to Pasta. In consideration for the additional loan, Pasta Italiana agreed to extend the option agreement to April 24, 2006. We made several other advances to Pasta of operating funds in January and February of 2006 amounting to an additional $104,000.
Enjoy the holidays!
IVFH is the stock to be in next week! get in early!
IVFH is the stock to be in next week, get in early, thank me later!
VCSY is going to get me a new house!
AANI big news coming soon!
NDOL is a monster!!!
NDOL is sweet!
XLPI nice every tick helps!
IVFH locked and loaded, ready to go!
in DNAG let's go
INSQ is da bomb!!!
INSQ is going wild!!!
LFWK big buys coming in!