UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING


                                 SEC FILE NUMBER
                                   333-150061

                                  CUSIP NUMBER
                                   45773S 108



(Check one): [X] Form   [ ] Form   [ ] Form   [ ] Form   [ ] Form   [ ] Form
                 10-K       20-F       11-K       10-Q       N-SAR      N-CSR

                           SEC FILE NUMBER: 333-150061

For Period Ended:
                                 August 31, 2009

[ ]  Transition Report on Form 10-K
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form N-SAR


For the Transition Period Ended:

                         PART I - REGISTRANT INFORMATION

Full Name of Registrant: Innocent, Inc.

Former Name if Applicable:

Address of Principal Executive Office: 2000 ne 22nd St.
City, State and Zip Code: Wilton Manors, Fl. 33305




                        PART II - RULES 12B-25(B) AND (C)

       If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

       (a)    The reasons described in reasonable detail in Part III of this
              form could not be eliminated without unreasonable effort or
              expense;
       (b)    The subject of annual report, semi-annual report, transition
              report on Form 10-K; Form 20-F, 11-K, Form 1-SAR, or portion
              thereof, will be filed on or before the fifteenth calendar day
              following the prescribed due date; or the subject quarterly report
              of transition report on Form 10-Q, or portion thereof will be
              filed on or before the fifth calendar day following the prescribed
              due date; and
       (c)    The accountant's statement or other exhibit required by Rule
              12b-25(c) has been attached if applicable.


PART III - NARRATIVE

       State below in reasonable detail the reasons why Forms 10-K, 11-K 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

       The Company's auditor could not complete its review of our company's
financial statements in time to comply with deadline filing requirements.

       The Company's auditor could not complete its review of our company's
financial statements in time to comply with deadline filing requirements of the
August 31, 2009 Annual Form 10-K. The Company has limited staffing and extremely
limited resources. Accordingly, the Company expects that it will be unable to
file its Form 10-K for the Annual Report ended August 31, 2009 within the
prescribed period. The delay could not have been avoided without unreasonable
effort or expense.

       In accordance with Rule 12b-25 of the Securities and Exchange Act of
1934, as amended, the Registrant intends to file the Form 10-K no later than the
five calendar following the prescribed due date.




                           PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification:


           Wayne A. Doss                              (828) 489-9409
- --------------------------------------------------------------------------------
               (Name)                               (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months (or for such shorter) period that the
registrant was required to file such reports) been filed? If answer is no,
identify report(s).


             [X]       Yes                      [ ]       No


(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?


             [ ]       Yes                      [X]       No


       If so, explain the anticipated change in an attachment, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

       Innocent, Inc. has caused this notification to be signed on its behalf by
the undersigned hereunto duly authorized.


REGISTRANT:


                                         Innocent, Inc.

Date: November 30, 2009                  By: /s/ Wayne A Doss
                                             ------------------------
                                             Wayne A Doss