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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~February 615, 2005

CENTENNIAL SPECIALTY FOODS CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE	001-31816	55-0825751
Delaware	001-31816	55-0825751
(State or other jurisdiction of incorporation	(Commission File Number)	(IRS Employer Identification No.)

10700 E. Geddes Ave. #170
Centennial, Colorado 80112
(Address of principal executive offices) (Zip Code)

(303) 292-4018
Registrant's telephone number, including area code

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE ~~ITEM~~OF ~~1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT~~CONTENTS

Centennial Specialty Foods Corporation (the "Company") and its lending bank, Heartland Bank, have agreed to amend the Company's loan and security agreement effective January 6, 2005. The material terms of the amendment are:

Section 8—Other Events
	Item 8.01 Other Events
Signature
Exhibit Index
EX—99.3 Press Release dated February 15, 2005.
	News Release

The amendment was negotiated with the bank, as the Company determined it would likely not meet the previously existing $7,000,000 consolidated net worth requirement as of December 31, 2004. The loan and security agreement with the bank is Exhibit 10.20.3 to the Company's Quarterly Report on Form 10-QSB for the Quarterly Period ended June 30, 2004, filed with the Securities and Exchange Commission on or about August 16, 2004. Outstanding borrowings under the credit line as of January 6, 2005 are approximately $2,400,000.

SECTION 8—OTHER EVENTS

ITEM 8.01 OTHER EVENTS.

On February 15, 2005, Centennial Specialty Foods Corporation issued a press release announcing an update of matters with its wholly-owned subsidiary, Stokes Canning Company ("Stokes"), and Stokes' tenant. A copy of the press release is furnished with this report as Exhibit 99.3, and is incorporated herein by reference.

The information in this report is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended.

(c): Exhibits:

The following exhibit is included with this Current Report on Form 8-K:

Exhibit No.		Description
99.3		Press Release of Centennial Specialty Foods Corporation dated February 15, 2005

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CENTENNIAL SPECIALTY FOODS CORPORATION
		By:		/s/ JEFFREY R. NIEDER Jeffrey R. Nieder, Chief Executive Officer

Date: ~~January~~February 622, 2005

~~QuickLinks~~ EXHIBIT INDEX

Exhibit No.		Description
99.3		Press Release of Centennial Specialty Foods Corporation dated February 15, 2005

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