UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

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

Date of ~~report~~Report (Date of earliest event reported): ~~December~~June 2719, ~~2005~~2006

RICA FOODS, INC.

(Exact name of registrant as specified in its charter)

Nevada

Nevada

0-18222

87-0432572

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

~~(State~~From orIntel ~~other~~Office, ~~jurisdiction of~~800 ~~incorporation)~~meters West, 200 meters North and 300 meters West

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

City La Ribera de Belen, Heredia, Costa Rica

~~200~~(Address ~~South~~of ~~Biscayne Blvd.,~~principal ~~Suite~~executive ~~4530,~~offices) ~~Miami, Florida 33131~~

~~(Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip~~ code): (506) 298-1880

~~(305)~~Not ~~858-9480~~applicable

(~~Registrant’s~~Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code~~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 (see General Instruction A.2. below):

¨	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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~December~~June 2719, ~~2005~~2006, Rica Foods, Inc. (the “Company”) received a notice ~~(the “AMEX Notice”)~~ from the ~~staff~~Committee on Securities of the American Stock Exchange ~~(the~~that ~~“AMEX”),~~ the ~~national~~Committee ~~securities~~had ~~exchange~~affirmed ~~that~~the ~~maintains~~decision of the ~~principal~~Listing ~~listing~~Qualifications ~~for~~Panel to delist the Company’s common stock from AMEX pursuant to Rule 1003(d) of the Amex Company Guide. As previously announced, the staff of the Listing ~~failure~~Qualifications toDepartment ~~satisfy~~had ~~certain~~initiated ofdelisting procedures due to the ~~AMEX~~Company’s ~~continued~~delinquency ~~listing~~in ~~standards~~filing required reports with the Securities and Exchange Commission.

AsThe ~~previously~~Company ~~disclosed~~intends byto ~~the~~seek ~~Company~~quotation onof ~~Form~~its ~~8-K~~securities ~~filed~~ on ~~December 21,~~the ~~2005~~Pink Sheets, ~~the~~a ~~Board~~centralized ofelectronic ~~Directors~~quotation ofservice for over-the-counter ~~Company~~securities, ~~received~~to athe ~~letter~~extent ~~from~~market amakers ~~shareholder~~demonstrate ~~alleging~~an ~~the~~interest ~~occurrence~~in oftrading ~~certain undisclosed~~in ~~transactions between~~ the Company’s ~~and~~common Mrstock. ~~Calixto~~ ~~Chaves~~However, ~~his~~the ~~affiliates~~Company ~~and/or~~can ~~Industrias~~give ~~Avicolas~~no ~~Integrades,~~assurance ~~S.A.,~~that atrading ~~Nicaraguan~~in ~~poultry~~its ~~and~~stock ~~animal~~will ~~feed~~commence ~~company,~~on ~~during~~the ~~Mr. Chaves’~~Pink ~~tenure~~Sheets asor ~~Chief~~in ~~Executive~~any ~~Officer~~other ~~of Rica from August 1996 until January 2005~~forum. AIn ~~Special~~addition, ~~Investigation Subcommittee (~~the ~~“Committee”)~~Company ofmay ~~the~~not ~~Audit~~be ~~Committee~~able ~~was~~to ~~established~~satisfy ~~and~~certain ~~charged~~requirements ~~with,~~of ~~among other things: (i) conducting an investigation relating to~~ the ~~allegations~~Pink ~~and~~Sheets ~~(ii) reviewing~~or ~~the~~other ~~allegations~~trading toforums ~~determine~~until ~~other~~it ~~facts~~becomes ~~reasonably~~current ~~necessary~~with ~~to allow~~ the ~~Company~~filing ~~and~~of its ~~advisers~~required toSEC ~~determine the appropriate disclosures necessary or desirable in connection therewith~~reports.

~~Although~~On ~~the~~June 27, ~~Committee’s investigation is on-going~~2006, the ~~Committee~~Company ~~has~~issued a ~~secured~~press ~~certain~~release ~~statements~~to ~~and/or~~announce ~~documents~~this ~~that~~event. ~~indicate~~A ~~all~~copy of the ~~alleged~~press ~~debts,~~release ~~pledges~~is ~~and~~attached ~~guaranties~~hereto ofas ~~the~~Exhibit ~~Company~~99.1 ~~have been satisfied~~ and~~/or~~ ~~cancelled~~incorporated ~~since~~into atthis ~~least~~Item 3.01 ~~July~~by ~~2004~~reference.

Based on the Committee’s work to date, the Company believes that the alleged transactions will have an effect on certain of the Company’s previously filed financial statements and/or notes related thereto. Accordingly, on December 15, 2005, the Board of Directors determined that the Company’s audited and un-audited financial statements and related independent auditors’ reports since December 1999 should no longer be relied upon.

As previously disclosed by the Company , Stonefield Josephson, Inc., the Company’s independent accountant (“Stonefield”), effective December 15, 2005, withdrew its audit reports dated December 27, 2004, December 29, 2003 and May 23, 2003 with respect to the Company’s financial statements for the fiscal years ended September 30, 2004, 2003 and 2002 (the “Stonefield Audited Financial Statements”) and indicated to the Company that it should make appropriate disclosure that the Stonefield Audited Financial Statements and the related audit reports should not be relied upon. The AMEX Notice indicates that, in light of the foregoing, the Company’s Annual Reports on Form 10-K for the fiscal years ended September 30, 2004, 2003 and 2002 are now considered defective filings, which constitutes a violation of Sections 134 and 1101 of the AMEX Company Guide and a material violation of the Company’s listing agreement with the AMEX.

The AMEX Notice indicates that the Company is required to contact the AMEX by January 4, 2006 to, among other things, discuss any new developments and indicate whether or not the Company intends to submit a Compliance Plan (as defined below).

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The AMEX Notice further indicates that, in order to maintain its AMEX listing, the Company must submit a plan by January 10, 2006, advising the AMEX of actions it has taken, or will take, that would bring the Company in compliance with the Sections 134 and 1101 of the AMEX Company Guide by no later than February 22, 2006 (the “Compliance Plan”). The Company intends to use its best efforts to provide the Compliance Plan to the AMEX prior 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

Exhibit 99.1 Press Release dated January 3, 2006

Exhibit

Number

Description of Exhibit

99.1

Press Release dated June 27, 2006

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SIGNATURE

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

Dated: January 3, 2006


Date: June 27, 2006	RICA FOODS, INC.

	By:	/s/ Gustavo Barboza
		Gustavo Barboza
		Chief Financial Officer
		(Duly Authorized Officer)

~~RICA~~3 ~~FOODS, INC. By: /s/ Gustavo Barboza Name: Gustavo Barboza Title: Chief Financial Officer~~

-EXHIBIT 4INDEX -

Exhibit

Number

Description of Exhibit

99.1

Press Release dated June 27, 2006

Filing Compare · RICA FOODS INC