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): ~~July~~February 616, ~~2006~~2007

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 1 3.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard; Transfer of Listing.

~~Commercial Lease Agreement.~~ On ~~July~~February 620, ~~2006~~2007, eMerge Interactive, Inc. (~~the~~ “~~Company~~eMerge”), asor ~~tenant, entered into a Commercial Lease with Waldo Development, Inc., as landlord (~~the “~~Lease~~Company”). ~~The~~issued ~~lease grants~~ a ~~leasehold~~press ~~interest~~release toannouncing ~~the~~that ~~Company~~it ~~for~~had ~~approximately 10,798 square feet in the building where the Company’s current headquarters facility is located at 10305~~received ~~102nd~~notice ~~Terrace, Sebastian, Florida. The term~~ of ~~the~~delisting ~~Lease~~from ~~is for a period of three years commencing on April 1, 2006 and terminating on March 31, 2009. Annual base rent is set at $80,985 with increases in years two and three pegged to~~ the ~~consumer~~Nasdaq ~~price~~Stock ~~index~~Market, ~~but~~LLC’s ~~not~~Listing toQualifications ~~exceed three percent per year~~Department. ~~Additional~~A ~~rent~~copy ~~to cover common area and maintenance expenses is not to exceed $16,197 in year one. The foregoing description~~ of the ~~terms~~press ofrelease ~~the~~announcing ~~Lease does not purport to be complete and is qualified in its entirety by reference to~~ the ~~full~~delisting ~~text~~notification ~~of the Lease, which~~ is attached hereto as Exhibit 10 99.1 and is incorporated herein by reference.

~~Cooperative~~Item ~~Marketing Agreement~~5. ~~On July 7, 2006, the Company entered into a Cooperative Marketing Agreement (the “Cooperative Marketing Agreement”) by and between the Company and Power Genetics Company (“PG”)~~02. ~~The~~Departure ~~Term~~ of ~~the~~Directors ~~Cooperative~~or ~~Marketing~~Principal ~~Agreement~~Officers; isElection 24 months beginning July 7, 2006. Under the Cooperative Marketing Agreement, PG will promote and sell the Company’s CattleLog Pro software and hardware systems, CattleLog Data Services and the Company’s auditing and listing services (collectively, the “eMerge Products”). In consideration for promoting and selling the eMerge Products PG is eligible to receive up to an aggregate of ~~66,667~~Directors; ~~shares~~Appointment of ~~the~~Certain ~~Company’s~~Officers; ~~Common~~Compensatory ~~Stock,~~Arrangements ~~par value $0.01 per share (“Common Stock”), upon achievement~~ of ~~specific~~Certain ~~milestones by specific dates over the period ending December 31, 2007~~Officers. Jeffrey L. Biegert (whose affiliate, the Biegert Family Irrevocable Trust, Established June 11, 1998, owns 17.9% of the Common Stock according to its Schedule 13G filed with the Securities and Exchange Commission on January 27, 2006) owns more than 10% of PG’s capital stock, is a director of PG and may be deemed to be an affiliate of PG. The foregoing description of the terms of the Cooperative Marketing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperative Marketing Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

~~Item 3.02.~~Resignation ~~Unregistered~~of ~~Sales~~Principal ofFinancial ~~Equity~~Officer ~~Securities.~~and Principal Accounting Officer

AsOn ~~discussed in Item~~February ~~1.01 above~~19, ~~on July 7~~2007, ~~2006,~~eMerge ~~the~~announced ~~Company~~that ~~entered~~Susan ~~into~~D. ~~the~~Mermer ~~Cooperative~~has ~~Marketing~~resigned ~~Agreement~~as ~~with~~Executive PGVice ~~pursuant~~President toand ~~which~~Chief PGFinancial ~~is eligible~~Officer ~~to receive up to an aggregate~~ of ~~66,667 shares of~~ the Company~~’s Common Stock~~, ~~upon achievement of specific milestones by specific dates over the period ending December 31, 2007. The discussion in Item 1.01 above under the~~ ~~caption~~effective “Cooperative Marketing Agreement” is incorporated herein by reference. The consideration for the shares to be issued to PG is PG’s agreement to promote and sell the eMerge Products and achievement of the specific milestones. The Company expects to issue the shares to PG in reliance on the exemption from registration provided by SectionFebruary ~~4(2) of the Securities Act of 1933~~23, ~~as amended (the “Securities Act”)~~2006, ~~and Rule 506 promulgated thereunder. The Company believes that PG is an “accredited investor” as such term is defined~~ in ~~Rule~~order ~~501(a)~~to ~~promulgated~~pursue ~~under~~other ~~the Securities Act~~interests.

~~Item 7.01. Regulation~~Appointment FDof ~~Disclosure.~~Acting Principal Financial Officer and Principal Accounting Officer

~~The~~Effective ~~information~~February 23, in2007, ~~this~~eMerge ~~Item 7~~appointed Robert E.01 ~~and~~Drury, in60, as the ~~accompanying~~Company’s ~~Exhibit~~Acting principal accounting 99officer.1 isIn ~~being~~addition, Mr. Drury will continue to serve in his current position of Executive Vice President of Business Development and under the terms of his previously disclosed, existing employment agreement.

~~furnished~~Mr. Drury ~~and~~has ~~shall~~been ~~not~~with bethe ~~deemed~~Company ~~“filed”~~since ~~for~~June ~~purposes~~2004. ofFrom ~~Section 18~~May of2006 until the ~~Securities~~present, ~~and~~Mr. Drury ~~Exchange~~served ~~Act~~as ofthe Company’s Executive Vice ~~1934~~President of Business Development. From June 2004 until May 2006, he served as ~~amended~~Executive ~~(the~~Vice ~~“Exchange~~President ~~Act”),~~and orChief ~~otherwise~~Financial ~~subject~~Officer. Prior to joining the ~~liabilities~~Company, Mr. Drury served as Chief Financial Officer of ~~that~~GCA ~~section~~Services orGroup, ~~incorporated~~Inc., bya provider ~~reference~~of infacilities ~~any~~management ~~filing~~services, ~~under~~from ~~the~~January ~~Securities~~2003 ~~Act~~until June 2004. Mr. Drury was instrumental in the formation of ~~1933~~Sodexho Marriott Services, North America’s largest food service provider, as ~~amended~~Senior Vice President and Chief Financial Officer for Sodexho US and Corporate Treasurer of Sodexho Marriott Services from 1995 to 1999. From 1984 to 1995, orMr. Drury was Senior Vice President and Chief Financial Officer for the ~~Exchange~~Leisure/International ~~Act~~sector of Aramark Corporation, ~~except~~an as$11 ~~shall~~billion becontract ~~expressly~~management ~~set forth~~business. byFrom ~~specific~~1980 ~~reference~~to in1984, ~~such~~he was Division Financial Officer for FMC Corporation. Prior to that he was with Wilson Sporting Goods, a ~~filing~~division of PepsiCo Inc.

OnTermination ~~July 10, 2006, the company issued a press release announcing the execution~~ of ~~the Cooperative~~Retention ~~Marketing~~Program ~~Agreement. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.~~

On July 29, 2005, as part of an employee retention plan, the Company granted to certain employees of the Company restricted shares of the Company’s common stock. In light of the Company’s previously disclosed filing for protection under Chapter 11 of the U.S. Bankruptcy Code on February 14, 2007 and the subsequent notice of delisting, the Company has terminated the retention program and the associated restricted stock issued to certain employees of the Company effective February 20, 2007. The unvested restricted stock to be terminated is currently held by the following employees:

Mr. David C. Warren, President and Chief Executive Officer, 26,111 shares;

Mr. Drury, 23,333 shares;

Ms. Mermer, 4,667 shares

Mr. Mark S. Fox, Executive Vice President, Information Technology, 6,222 shares; and

two other non-executive officers of the Company, 9,112 shares in the aggregate.

Important Information

eMerge is a technology company focusing on the agricultural and meat processing industries. eMerge’s products include CattleLog, a USDA-approved Process Verified Program providing individual-animal data collection and reporting that enables livestock tracking, verification and branding; the VerifEYE Carcass Inspection System, a real-time, optical inspection system that scans beef carcasses in packing plants; and the Solo handheld inspection unit, a portable instrument, incorporating the VerifEYE imaging technology. For more information about eMerge, including the risks and uncertainties associated with its business, and to view its filings with the Securities and Exchange Commission, please visit www.emergeinteractive.com .

Forward-Looking Statements

Certain statements in this current report on Form 8-K are forward-looking as defined by the Private Securities Litigation Reform Act of 1995, including statements containing words such as “anticipates,” “believes,” “expects,” “intends,” “may,” “will” and words of similar meaning. These statements involve various risks and uncertainties. A number of factors could cause actual results to differ materially from those described in these forward-looking statements, including funding current operations, the uncertainties of negotiating and completing the proposed transactions to liquidate eMerge’s CattleLog and VerifEYE businesses, obtaining Bankruptcy Court approval of the motions prosecuted by eMerge from time to time, the ability of eMerge to maintain normal terms with vendors, suppliers and service providers, eMerge’s ability to maintain contracts that are critical to its operations, the potential adverse impact of the Chapter 11 case on eMerge’s liquidity or results of operations, eMerge’s ability to retain key executives and managers and employees, eMerge’s ability to retain customers, general economic conditions and other factors discussed in this report and as set forth from time to time in eMerge’s other public filings and public statements. Readers of this report are cautioned to consider these risks and uncertainties and not to place undue reliance on these forward-looking statements.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.

10.1		Commercial Lease, dated July 6, 2006, by and between eMerge Interactive, Inc. and Waldo Development, Inc.
10.2		Cooperative Marketing Agreement, dated July 7, 2006, by and between eMerge Interactive, Inc. and Power Genetics Company.
99.1		Press release, issued by the Company on July 10, 2006, announcing the execution of the Cooperative Marketing Agreement by and between eMerge Interactive, Inc. and Power Genetics Company.



99.1		Press release, issued by eMerge Interactive, Inc. on February 20, 2007, announcing the delisting notification from the Nasdaq Stock Market, LLC.

~~SIGNATURE~~2

SIGNATURES

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: ~~July 12~~February 20, ~~2006~~2007


eMerge Interactive, Inc.

By:		/s/ SUSAN D. MERMER
		Susan D. Mermer Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.:		Description:
10.1		Commercial Lease, dated July 6, 2006, by and between eMerge Interactive, Inc. and Waldo Development, Inc.
99.1		Press release, issued by eMerge Interactive, Inc. on February 20, 2007, announcing the delisting notification from the Nasdaq Stock Market, LLC.
10.2		Cooperative Marketing Agreement, dated July 7, 2006, by and between eMerge Interactive, Inc. and Power Genetics Company.
99.1		Press release, issued by the Company on July 10, 2006, announcing the execution of the Cooperative Marketing Agreement, dated July 7, 2006, by and between eMerge Interactive, Inc. and Power Genetics Company.

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