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): ~~April~~May 2831, 2006

eMERGE INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-29037

65-0534535

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

10305 102^nd Terrace

Sebastian, FL

32958

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (772) 581-9700

N/A

(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:

¨	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 43.0103. ~~Changes~~Material InModifications ~~Registrant’s~~to ~~Certifying~~Rights ~~Accountants~~of Security Holders.

~~The~~On ~~Audit~~May 31, ~~Committee~~2006, ~~of the Board of Directors of~~ eMerge Interactive, Inc. ~~determined to request proposals from auditing firms for the Company’s 2006 audit. At a meeting held on April 28, 2006, the Audit Committee terminated KPMG LLP~~ (“~~KPMG~~eMerge”) aseffected ~~the~~a ~~Company’s~~one-for-fifteen ~~independent~~reverse ~~registered~~split ~~public accounting firm and approved the engagement~~ of ~~Tedder,~~its ~~James, Worden~~Class &A ~~Associates,~~Common ~~P.A.~~Stock (the “~~TJW~~Reverse Split”) asupon the ~~Company’s~~effectiveness ~~independent~~of ~~registered~~its ~~public~~amended ~~accounting~~and ~~firm~~restated ~~for~~certificate ~~the~~of ~~fiscal~~incorporation ~~year~~as ~~ending~~described ~~December~~in Item ~~31,~~5.03 ~~2006 to replace KPMG~~below.

~~KPMG’s~~A ~~reports~~copy onof ~~the Company~~eMerge’s ~~financial~~press ~~statements~~release, ~~for~~dated ~~the years ended December~~June 311, ~~2004~~2006, ~~and~~announcing ~~2005~~completion ~~did~~of ~~not~~the ~~contain~~Reverse anSplit ~~adverse~~is ~~opinion~~attached ~~or a~~as ~~disclaimer~~Exhibit of99.1 ~~opinion~~to ~~and~~this ~~were~~current ~~not~~report ~~qualified~~and oris ~~modified~~incorporated asherein toby ~~uncertainty, audit scope or accounting principles~~reference.

~~In connection with the audits of the Company’s financial statements for each of the two years ended December~~Item 31, 2005 and 2004 and through the date of this Form 8-K, there were no disagreements with KPMG on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the matter in their report on eMerge’s financial statements for such years5.03 ~~During the~~Amendments two most recent years ended December 31, 2005 and 2004 and through the date of this Form 8-K, there have been no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K, except for the existence of a material weakness in the Company’s internal control over financial reporting, related to ~~the~~Articles ~~Company’s failure to review two contracts on a timely basis, in accordance with the policy in place at the time, previously reported and described in Item 9A in Part II~~ of ~~the~~Incorporation ~~Company’s~~or ~~Form~~Bylaws; ~~10-K~~Change ~~for the year ended December 31, 2004 (the “Company’s 2004 10-K”). As described~~ in ~~Item 9A~~Fiscal ~~in Part II of the Company’s 2004 10-K, the Company took actions in the first quarter of 2005 that the Company believes appropriately addressed such material weakness~~Year.

~~During~~On ~~the fiscal years ended December~~May 31, ~~2005~~2006, ~~and~~eMerge ~~2004~~filed ~~and~~its ~~through~~amended ~~the~~and ~~date~~restated certificate of ~~this~~incorporation ~~Form~~with ~~8-K, neither~~ the ~~Company~~Delaware ~~nor~~Secretary ~~anyone~~of ~~acting~~State onto ~~its~~(i) effect ~~behalf~~the Reverse ~~consulted~~Split, ~~TJW regarding either~~ (1ii) reduce the ~~application~~number of ~~accounting~~authorized ~~principles~~shares toof acommon ~~specified~~stock ~~transaction,~~and ~~either~~preferred ~~completed or~~stock ~~proposed,~~as ordescribed ~~the~~in ~~type~~eMerge’s ofpress ~~audit~~release ~~opinion~~attached ~~that~~hereto ~~might~~as beExhibit ~~rendered~~99.1 onand ~~Company’s~~incorporated ~~consolidated~~herein ~~financial~~by ~~statements~~reference, or (2iii) ~~any~~eliminate ~~matter~~several ~~that~~series of ~~was~~common and preferred stock, (aiv) ~~either~~change the ~~subject~~designation of aclass ~~disagreement~~A ~~with~~common ~~KPMG~~stock, onpar ~~accounting~~value ~~principles~~$0.008 orper ~~practices~~share, ~~financial~~ ~~statement~~to ~~disclosure~~common stock, orpar ~~auditing~~value ~~scope~~$0.01 orper ~~procedures~~share, ~~which,~~(v) clarify ~~if not resolved to~~ the ~~satisfaction~~Board of ~~KPMG,~~Directors’ ~~would~~authority ~~have~~to ~~caused~~set ~~KPMG~~the toterms ~~make~~of ~~reference~~and toissue series ~~the~~of ~~matter~~preferred stock in ~~their~~the ~~report,~~future orand (bvi) amake ~~reportable~~certain ~~event~~typographical ascorrections. ~~defined~~The ~~in Item 304(a)(1)(v)~~amended and restated certificate of ~~Regulation~~incorporation ~~S-K~~became effective at 5:00 p.m., ~~The~~Eastern ~~Company~~Time, ~~provided~~on ~~TJW~~May 31, ~~with~~2006. aA copy of ~~this~~the ~~Form~~amended ~~8-K~~and ~~prior~~restated certificate of incorporation is attached to ~~filing~~this itcurrent ~~with~~report ~~the~~as ~~Securities~~Exhibit ~~Exchange~~3.1 ~~Commission~~and is incorporated herein by reference.

The Company has requested KPMG to furnish eMerge with a letter addressed to the Securities and Exchange Commission stating whether KPMG agrees with the above statements. A copy of KPMG’s letter is included as Exhibit 16 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.

16 Letter to the Securities and Exchange Commission from KPMG LLP, dated May 4, 2006.


3.1		Amended and Restated Certificate of Incorporation of eMerge Interactive, Inc.

99.1		Press release issued by the Company on June 1, 2006, announcing the completion of the Reverse Split.

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, thereunto duly authorized.

Dated: ~~May~~June 45, 2006

eMerge Interactive, Inc. By: /s/ ~~ROBERT~~DAVID EC. ~~DRURY~~WARREN ~~Robert~~David EC. ~~Drury~~Warren ~~Executive Vice~~ President and Chief ~~Financial~~Executive Officer

EXHIBIT INDEX

Exhibit No.:		Description:
16		Letter to the Securities and Exchange Commission from KPMG LLP, dated May 4, 2006.
3.1		Amended and Restated Certificate of Incorporation of eMerge Interactive, Inc.
99.1		Press release issued by the Company on June 1, 2006, announcing the completion of the Reverse Split.

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