Innovative Food Holdings Inc (IVFH)

[realcbrown]

Ian ... I believe you are the one that was allowed to ask a question . Congrats . I attempted to ask a question five times. I was a past Board Member and I am sure Sam didn't want me to ask the hard questions . So i will share a few of them here with whomever cares ...

1) Management has recently changed Management perks that are based on EBITDA . There is a very good article in Forbes 10/7/2010 that clearly states ROIC which is return on invested capital is to be used and NOT EBITDA for superior performance by management . There are many articles that describe the same thing . With this accretive takeover EBITDA is for sure not a good gauge and I wanted to posit the question to the Board of IVFH to consider changing any more management perks to be based on ROIC instead . That was question one . Management sure is looking out for itself number one . what about the shareholder who has been here for 9 years .

2) I never received a PPM and not sure how the company decided who was lucky enough to get ONE DOLLAR stock that dilutes each shareholder by 16% and at a value of 25% discount to market traded over the last 30 days . Seems also very suspicious to me over that same period the downtrend and the probable selling of shares to come up with the PPM CASH to get the same stock at a 25% discount . The PPM should be offered to all shareholders . The other problem with this raise is .. did it allow the investor groups who are not allowed to convert to over 5% ownership to increase the conversion shares allowed for further dilution or not ?

3) How can the company dilute 16% via the PPM=== from 8 million in the Outstanding shares to 9.8 million and then give away over another 50% of the OS for an acquisition and not do so by a vote ?

4) From what I can tell .. anyone owning shares prior to today .. was just diluted nearly 80% . Being assured it is accretive . Is it accretive to the 80% increase in the share price ? I don't think so . Wasn't today at all .


I have a lot more concerns and questions... but they never get answered . even though I was once again near affiliate status . I am growing impatient with IVFH and how this is being run as a Private Company rather than a public entity .