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INNOVATIVE
FOOD HOLDINGS, INC.
1923
Trade Center Way
Naples,
Florida 34109
(239)
596-0204
December
28, 2007
Via
EDGAR
Mr.
H. Christopher Owings
U.S.Securities
and Exchange
Commission
Division
of Corporation Finance
100F
Street, NE
Mail
Stop 3561
Washington,
D.C. 20549
Re: Innovative
Food Holdings, Inc.
Registration
Statement on Form
SB-2
File
No. 333-130573
Dear
Mr. Owings:
Pursuant
to Rule 477 under the
Securities Act of 1933, as amended (the “Securities Act”), Innovative Food
Holdings, Inc. (“the Registrant”) hereby requests the consent of the Securities
and Exchange Commission (the “Commission”) to the withdrawal of its Registration
Statement on Form SB-2 (File No. 333-130573), together with all exhibits
thereto (collectively, the “Registration Statement”).
The
Registration Statement was initially
filed with the Commission on December 21, 2005. There was no
circulation of preliminary prospectuses in connection with the proposed
transaction, the Registration Statement was not declared effective by the
Commission, and none of the Registrant’s securities were sold pursuant to the
Registration Statement.
Following
consultation with a member of the staff of the Commission, the Registrant has
made a business decision not to proceed with the filing and that the withdrawal
of the Registration Statement is consistent with the purpose of paragraph (a)
of
Rule 477 of the Securities Act.
The
Registrant hereby respectfully
requests that the Commission issue a written order granting the withdrawal
of
the Registration Statement as soon as possible.
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Sincerely,
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INNOVATIVE
FOOD HOLDINGS, INC.
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/s/
Sam Klepfish
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Sam
Klepfish
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Chief
Executive Officer
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