UNITED STATES

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): ~~May 18~~December 27, 2005

RICA FOODS, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)


0-18222		87-0432572
(Commission file number)		(I.R.S. Employer Identification No.)

~~1840~~200 ~~Coral~~South ~~Way,~~Biscayne Blvd., Suite ~~101~~4530, Miami, Florida ~~33145~~33131

(Address of principal executive offices) (Zip code)

(305) 858-9480

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 3.01. ~~Other~~Notice ~~Events.~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Effective~~On ~~May 18~~December 27, 2005, ~~Pipasa, S.A. (“Pipasa”), the wholly-owned operating subsidiary of~~ Rica Foods, Inc. (the “Company”), ~~entered into~~received a ~~termination~~notice ~~and release agreement~~ (the “~~Termination~~AMEX ~~Agreement~~Notice”) ~~with~~from ~~Port~~the ~~Ventures,~~staff ~~S.A.~~of the American Stock Exchange (~~“Port~~the ~~Ventures~~“AMEX”), ~~pursuant~~the tonational ~~which~~securities ~~Pipasa~~exchange ~~terminated~~that ~~its~~maintains ~~obligation~~the toprincipal ~~acquire~~listing afor ~~majority of~~ the ~~shares~~Company’s of common stock, ~~(the~~of ~~“Shares”)~~failure ofto ~~Logistica~~satisfy decertain ~~Granos,~~of ~~S.A.~~the ~~(“Logistica”)~~AMEX’s ~~from~~continued ~~Port~~listing ~~Ventures~~standards.

~~Background~~As previously disclosed by the Company on Form 8-K filed on December 21, 2005, the Board of Directors of the ~~Transaction~~Company received a letter from a shareholder alleging the occurrence of certain undisclosed transactions between the Company and Mr. Calixto Chaves, his affiliates and/or Industrias Avicolas Integrades, S.A., a Nicaraguan poultry and animal feed company, during Mr. Chaves’ tenure as Chief Executive Officer of Rica from August 1996 until January 2005. A Special Investigation Subcommittee (the “Committee”) of the Audit Committee was established and charged with, among other things: (i) conducting an investigation relating to the allegations and (ii) reviewing the allegations to determine other facts reasonably necessary to allow the Company and its advisers to determine the appropriate disclosures necessary or desirable in connection therewith.

OnAlthough ~~February~~the ~~20,~~Committee’s ~~2003,~~investigation ~~Port~~is ~~Ventures and Corporacion As de Oros~~on-going, ~~S.A., a wholly-owned operating subsidiary of~~ the ~~Company~~Committee ~~prior~~has secured tocertain ~~its~~statements ~~merger with~~ and/or ~~into~~documents ~~Pipasa~~that inindicate ~~October~~all ~~2004 (“As de Oros”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) pursuant to which As de Oros agreed to acquire from Port Ventures 2,040 shares~~ of ~~common stock (~~the ~~“Shares”)~~alleged ~~of Logistica~~debts, ~~representing~~pledges ~~51% of the issued~~ and ~~outstanding shares~~guaranties of ~~capital stock of Logistica, for a purchase price of US $2,580,000 (~~the ~~“Purchase~~Company ~~Price”).~~have ~~During~~been ~~the~~satisfied ~~fiscal year ended September 30, 2003, As de Oros remitted approximately $1.4 million,~~ and/or ~~55%~~cancelled ofsince ~~the~~at ~~Purchase~~least ~~Price,~~July ~~to Port Ventures (the “Remitted Payment”) in exchange for bills of exchange (the “Bills of Exchange”)~~2004. ~~Other than the Remitted Payment, neither the Company nor any of its subsidiaries has made any payments to Port Ventures pursuant to the Purchase Agreement.~~

~~Logistica~~Based ison the ~~owner~~Committee’s ofwork ~~19%~~to ofdate, the ~~issued~~ ~~and~~Company ~~outstanding~~believes ~~capital~~that ~~stock~~the ofalleged ~~Sociedad~~transactions ~~Portuaria~~will dehave ~~Caldera,~~an ~~S.A.~~effect ~~and~~on certain ~~Sociedad~~of ~~Portuaria~~the ~~Granelera~~Company’s depreviously ~~Caldera,~~filed ~~S.A.~~financial ~~(collectively,~~statements ~~the~~and/or ~~“Port~~notes ~~Companies”)~~related thereto. ~~Since~~Accordingly, aton ~~least~~December 15, ~~early 2003~~2005, the ~~Port~~Board ~~Companies~~of ~~have~~Directors ~~been~~determined ~~seeking~~that ~~to acquire concessions (~~the ~~“Concessions”)~~Company’s ~~being~~audited ~~granted~~and byun-audited ~~the~~financial ~~Government~~statements ~~of Costa Rica to refurbish~~ and related ~~operate~~independent ~~Puerto~~auditors’ ~~Caldera,~~reports asince ~~major~~December ~~seaport~~1999 ~~located~~should onno ~~the~~longer ~~Pacific~~be ~~coast~~relied ~~of Costa Rica~~upon.

~~Pursuant~~As topreviously disclosed by the ~~Purchase~~Company ~~Agreement~~, ~~the~~Stonefield ~~closing~~Josephson, ofInc., the ~~purchase~~Company’s ~~and~~independent ~~sale~~accountant of(“Stonefield”), effective ~~the~~December 15, ~~Shares~~2005, ~~was~~withdrew ~~subject~~its ~~to:~~audit ~~(i)~~reports ~~the~~dated ~~final~~December 27, ~~grant~~2004, December 29, by2003 ~~the~~and ~~Government~~May 23, of2003 ~~Costa~~with ~~Rica~~respect ofto the ~~Concessions~~Company’s financial statements for the fiscal years ended September 30, 2004, 2003 and 2002 (iithe “Stonefield Audited Financial Statements”) and indicated to the ~~execution~~Company ofthat ~~definitive~~it ~~agreements~~should ~~between~~make appropriate disclosure that the ~~Government~~Stonefield ofAudited ~~Costa~~Financial ~~Rica~~Statements and ~~each~~the related audit reports should not be relied upon. The AMEX Notice indicates that, in light of the ~~Port~~foregoing, ~~Companies~~the ~~regarding~~Company’s Annual Reports on Form 10-K for the ~~construction~~fiscal years ended September 30, 2004, 2003 and 2002 are now considered defective filings, which constitutes a violation of Sections 134 ~~operation~~and 1101 of ~~Puerto~~the ~~Caldera~~AMEX Company Guide and a material violation of the Company’s listing agreement with the AMEX.

AsThe ofAMEX ~~the~~Notice ~~date~~indicates ofthat the ~~Termination Agreement,~~Company ~~the~~is ~~Government~~required ofto ~~Costa~~contact ~~Rica~~the ~~had~~AMEX ~~yet~~by toJanuary 4, ~~grant~~2006 ~~the~~to, ~~Concessions~~among toother ~~the~~things, ~~Port~~discuss ~~Companies~~any new developments and ~~there~~indicate ~~were~~whether noor ~~assurances~~not ~~that~~ the ~~Government~~Company ~~would~~intends ~~ever~~to ~~grant~~submit ~~such~~a ~~Concessions~~Compliance toPlan ~~the~~(as ~~Port~~defined ~~Companies~~below).

~~The~~- ~~Termination~~2 ~~Agreement~~-

~~Pursuant~~The AMEX Notice further indicates that, in order to ~~the~~maintain ~~terms~~its ofAMEX listing, the ~~Termination~~Company ~~Agreement~~must ~~and~~submit ina plan ~~accordance~~by ~~with the~~January 10, ~~terms~~2006, ofadvising the ~~Purchase~~AMEX ~~Agreement,~~of ~~Port~~actions ~~Ventures~~it has ~~returned~~taken, ~~approximately~~or ~~$1.7~~will ~~million~~take, tothat ~~Pipasa~~would bring the Company in ~~exchange~~compliance ~~for~~with ~~Pipasa’s~~the ~~cancellation~~Sections 134 and 1101 of the ~~Bills~~AMEX ofCompany ~~Exchange~~Guide by no later than February 22, 2006 (the “Compliance Plan”). The Company ~~anticipates~~intends ~~that~~to ~~these~~use ~~proceeds~~its ~~will~~best beefforts ~~used~~ to ~~repay~~provide ~~certain~~the of Compliance Plan to the ~~Company’s~~AMEX ~~outstanding~~prior ~~indebtedness.~~to the required date

If the Compliance Plan is accepted by the AMEX, the listing of the Company’s common stock will continue pursuant to an extension. The AMEX Notice states that if the Company fails to provide an acceptable plan by January 10, 2006 or is not in compliance with the continued listing standards by February 22, 2006, the AMEX may initiate delisting proceedings, as appropriate. In either event, the Company may appeal if the AMEX staff makes a determination to initiate delisting proceedings in accordance with applicable AMEX rules.

In the AMEX Notice, the AMEX also noted that, within five days of the date of the AMEX Notice, the Company will be included in a list of issuers, which is posted daily on the AMEX website, that are not in compliance with the continued listing standards and “.LF” will be appended to the Company’s trading symbols whenever such trading symbols are transmitted with a quotation or trade. Accordingly, RCF will trade as RCF.LF. The website posting and indicator will remain in effect until the Company has regained compliance with all applicable continued listing standards.

The Company is devoting substantial resources and working with its independent auditors to complete and file restated financial statements as soon as reasonably possible and to restore its compliance with the AMEX requirements. However, despite the Company’s best efforts, there can be no assurances that the Company will be able to regain compliance with all applicable AMEX continued listing standards by February 22, 2006 or that its independent auditors will consent to the Company’s revised accounting treatment or reissue their audit reports on the Company’s restated financial statements.

On January 3, 2006, the Company issued a press release disclosing the foregoing, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits

Exhibit 99.1 Press Release dated January 3, 2006

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SIGNATURE

Pursuant to the requirements 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.

Dated: ~~May 20~~ January 3, ~~2005~~2006

RICA FOODS, INC. By: /s/ ~~Pedro~~Gustavo ~~Dobles~~Barboza Name: ~~Pedro~~Gustavo ~~Dobles~~Barboza Title: Chief ~~Executive~~Financial Officer

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