FORM 10-KSB UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MAY 31, 2007. OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________. AMERICAN HOME FOOD PRODUCTS, INC.(Exact name of registrant as specified in its charter)  New York

0-26112

41-1759882(State of Jurisdiction)

(Commission File Number)

(IRS Employer ID No.)42 Forest Lane

Bronxville, New York

10708(Address of Principal Executive offices)



(Zip Code)  Registrants
telephone number, including area code 914-441-3591 Securities
registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act: Name of each exchange onTitle of each class

which registeredCommon Stock
 $.001 par value

OTC Electronic Bulletin Board Indicate by
check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to filing requirements for the past 90
days. Yes x No Indicate by
check mark if the disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. o. Based on the
closing sale price of $.20 on May 31, 2007, the aggregate market value of the
voting stock held by nonaffiliates of the registrant was approximately
$400,000. The Company had 4,541,455 shares of its $.001 par value common stock
and no shares of its $.001 par value preferred stock issued and outstanding on
May 31, 2007. DOCUMENTS INCORPORATED BY REFERENCE Location in
 Form 10-K

Incorporated DocumentNone     AMERICAN HOME FOOD PRODUCTS, INC.

Table of Contents

Page No.Part
IItem 1.
Description
 of Business

1Item
 2.
Description
 of Property

7Item 3.
Legal
 Proceedings

7Item
 4.
Submission
 of Matters to a Vote of Security Holders

7Part IIItem
 5.
Market
 for Registrants Common Equity and Related Stockholder Matters

7Item
 6.
Managements
 Discussion and Analysis or Plan of Operation

9Item
 7.
Financial
 Statements

13Item
 8.
Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

14Item
 8a.
Controls
 and Procedures

14Part IIIItem
 9.
Directors
 and Executive Officers, Promoters and Control Persons; Compliance with
 Section 16(a) of the Exchange Act

14Item
 10.
Executive
 Compensation

15Item
 11.
Security
 Ownership of Certain Beneficial Owners and Management

16Item
 12.
Related
 Transactions

17Part IVItem
 13.
Exhibits

18Item
 14.
Principal
 Accountant Fees and Services

20ii

PART I

Item 1.
Description of BusinessAmerican Home
Food Products, Inc. (hereinafter the Company) will be subject to numerous and
substantial economic, operational and other risks, which should be carefully
evaluated. For a more detailed discussion of the risk factors involved in the
investment being offered in this offering, see the following Risk Factors. At its Annual Meeting of
Shareholders on January 28, 2005, the Company announced a new strategy that it
was contemplating to advance the Company from a royalty collecting business
into one that engages in the manufacturing and marketing of private label and
specialty food products. (See Executive
Summary). In December 2006, the Company filed with the Securities
and Exchange Commission a Form 8-K announcing that it had entered into a
non-binding Letter of Intent to acquire 100% of the ownership interests in a
privately-held specialty food company. As of May 31, 2007, the transaction was
still under negotiation and sufficient funds had not been raised to complete
the acquisition. As of that date, the closing of the transaction was considered
to be not probable.

On August 14,
2007, all terms of a transaction were agreed upon and the requisite funds
raised for the Company to acquire Artisanal Cheese, LLC. The purchase price was
$4.5 million in cash and notes and the assumption of $700,000 in liabilities as
part of the purchase consideration. The Company raised approximately $3.9
million dollars through a private placement of redeemable, convertible
preferred stock. With this transaction, the Company sold its building material
assets for approximately $1 million and recapitalized its existing debts
primarily through a tax-free exchange of debt for equity and cash payments to
satisfy other obligations. The Companys current president, Daniel W. Dowe, has
agreed to serve as Chairman, Chief Executive Officer and President for an
additional three years.

RISK FACTORS

Historical losses. The Company has recorded
net losses in prior years, in addition a significant portion of the Companys
assets are attributable to intangibles. Management will periodically review the
recoverability of intangibles to determine if it has been impaired. Events that
may cause an impairment would be the Companys future intentions regarding its
operations and the operations forecasted undiscounted cash flows. Any reduction
in the value of intangibles would be to the extent that the present value of
the expected future cash flows are less than the carrying amount of
intangibles. This analysis may result in a complete or partial write-off or
acceleration of the amortization period. A write-down of part or all of the
intangibles will negatively impact the Companys current operating results. See Managements Discussion and
Analysis of Financial
Conditions and Results of Operations and Financial Statements and Notes.

Because the Company has no patent protection for its product formulae,
its competitors could copy its products and market them under another name
which could decrease the Companys revenues and hamper its ability to achieve
profitability. The formulae used to produce the
Companys products are not subject to patents, however the actual trade names for
the products are all registered and in good standing. The Company believes that
its products are purchased because of performance and trust and that the brand
name provides the greater value to the products. Patent protection would not be
warranted in the case of

1

the Companys
products, and could be injurious through the public disclosure of the formulae.

If a trading market is not maintained, holders of the common stock may
experience difficulty in reselling such Common Shares or may be unable to resell
them at all. The Common Shares of the Company are
presently quoted on the NASDAQ Over-The-Counter (OTC) Bulletin Board, a
regulated quotation service that captures and displays real-time quotes and
indications of interest in securities not listed on The NASDAQ Stock Market, or
any U.S. securities exchange. The current trading ticker symbol for the Common
Shares is AHFP. The Company may, but has not, entered into any agreements
with market makers to make a market in the Companys Common Stock. In addition,
any such market making activity would be subject to the limits imposed by the
Securities Act, and the Securities Exchange Act of 1934, as amended, (Exchange
Act) and it is possible that the market in the common stock can be
discontinued at any time. Accordingly, if there is no active market available
for the common shares, no liquidity or if the market is discontinued, holders
of the common stock may have difficulty or may be unable to sell the shares
which he or she may hold.

Because our stock is presently considered to be a penny stock, the
applicability of Penny Stock Rulescould make it difficult for
investors to sell their shares in the future in the secondary trading market.
Federal regulations under the Exchange Act regulate the trading of so-called
penny stocks (the Penny Stock Rules), which are generally defined as any
security not listed on a national securities exchange or NASDAQ, priced at less
than $5.00 per share, and offered by an issuer with limited net tangible assets
and revenues. In addition, equity securities listed on NASDAQ that are priced
at less than $5.00 per share are deemed penny stocks for the limited purpose of
Section 15(b)(6) of the Exchange Act. Therefore, during the time which the
common stock is quoted on the NASDAQ OTC Bulletin Board at a price below $5.00
per share, trading of the common stock will be subject to the full range of the
Penny Stock Rules. Under these rules, broker dealers must take certain steps
prior to selling a penny stock, which steps include: (i) obtaining financial
and investment information from the investor; (ii) obtaining a written
suitability questionnaire and purchase agreement signed by the investor; and
(iii) providing the investor a written identification of the shares being offered
and in what quantity. If the Penny Stock Rules are not followed by the
broker-dealer, the investor has no obligation to purchase the shares.
Accordingly, the application of the comprehensive Penny Stock Rules may be more
difficult for broker-dealers to sell the common stock, and purchasers of the
shares of common stock offered hereby may have difficulty in selling their
shares in the future in the secondary trading market.

Certain information included in this Form
10-KSB contain statements that are forward-looking, such as statements relating
to future anticipated direction of the Company, plans for expansion, corporate
acquisitions, anticipated sales growth and capital funding sources. Such
forward-looking information involves risks and uncertainties that could
significantly affect anticipated results in the future, and accordingly, such
results may even materially differ from those expressed in any forward-looking
statements made by or on behalf of the Company.

BUSINESS

a.
General Business DevelopmentThe Company is
a corporation formed under the laws of New York and as of May 31, 2007 had its
principal place of business and executive offices located at 42 Forest Lane,
Bronxville, New York 10708, telephone 914-441-3591.

2

Pursuant to a
Licensing Agreement the Company currently operates as a licensing entity that
collects monthly royalty payments from its Licensee that are derived from sales
of building materials that bear the Companys trade names. The royalties are
paid monthly by the Licensee based on sales of goods made one month from the
payment date. For instance, the royalty for sales of goods in August will be
paid on October 1st. The royalty agreement provides for a fixed
licensing fee for each account. The Company is to provide marketing and sales
support to the Licensee.

In addition,
management believes that the Companys publicly-traded status and its net
operating loss carry forward would be useful in the execution of the Companys
business plan to develop a large scale business that concentrates on the
manufacturing and marketing of private label food products. Following is an
executive summary of the Companys business plan, which will illustrate the
Companys current plan and the industry in which the Company seeks to
penetrate.

EXECUTIVE SUMMARY

The Company and Its Industry

American Home
Food Products, Inc. had taken proactive steps to acquire a company in the
large-scale diversified private label food manufacturing and marketing
business. The Company had pursued several operating businesses that could serve
as growth platforms in each of the selected product categories, however for
various reasons not attributable to the Company the transaction could not be
brought to a close.

During this
fiscal year and as part of its analysis of the larger food industry beyond
private label food companies, the Company identified a new expansion
opportunity in the specialty cheese category. The specialty cheese business is
a $6 billion category measured in retail dollars in the United States and the
Company believes the category lacks an identifiable cheese brand that stand for
luxury, best-in-class status.

The Companys
plan was to acquire the small but already popular Artisanal Cheese, LLC
(Artisanal) and develop an expansion plan around its Artisanal Premium Cheese
brand. Artisanal historically sold its products into the local Manhattan
restaurant trade and through its website (www.artisanalcheese.com) and its
printed catalogue. The Company believes that with additional personnel in its
sales division and very limited advertisement the Artisanal brand could be
expanded further in premium foodservice outlets and retail stores with
additional sales growth coming from the website and catalogue through corporate
gift programs.

Prior Business Development

In August 7,
1999, the Company acquired its existing assets from The Sherwin-Williams
Company. On August 1, 2000, the Company acquired substantially all of the
assets of the The Sta-Dri Company located in Odenton, Maryland (Sta-Dri).
Sta-Dri manufactured a well-known line of waterproofing and building material
products that have been in existence for over 40 years. Due to operating
difficulties at its plant, the Company contracted out all its manufacturing to
a larger private held business and currently collects a royalty on monthly
sales of its product line.

b.
Financial Information About Industry SegmentsAll assets,
revenues and operating expenses are dedicated to one business segment -- the
marketing of building materials. Accordingly, the Company accounts for its
business operations within one industry, i.e. the building materials industry.

Based upon its
current operations and its operating activity for the past three fiscal years,
the Company believes that its financial information is adequately presented in
its audited financial statements and is

3

cross-referenced in this Form 10-KSB to
the Companys balance sheet and statement of operations appearing on pages F-3
and F-4, respectively.


c.
Current Business OperationAs of May 31,
2007, the Company was engaged in the business of marketing premium building
product materials through the Licensing Agreement. The first line of products
are pre-packaged concrete repair and floor resurfacing products that are
marketed to contractors directly and also to distributors of building material
products under the trade names Por-Rok and Dash Patch. The second line of
products is masonry waterproofing products also marketed to contractors and
distributors of building materials and paint products under the brand name
Sta-Dri. The third line of products is a line of polypropylene concrete
reinforcing fibers that are sold under the Fiberforce trade name. (See
Description of Products).

As of May 31,
2007, the Company had its executive offices at 42 Forest Lane, Bronxville, New
York 10708.

d.
How the Company Markets Its ProductsThe Company
markets all its products in conjunction with the sales and marketing staff of
its Licensee. Most of these efforts involve direct contact with existing and
new customers and periodic incentive based promotions to attract new sales.

e.
Description of the Companys ProductsThe following
is a list of the Companys products as of May 31, 2007:

POR-ROK PRODUCTS
(A Line of Grouts and Patching Products)  these products are shipped in
various packaging sizes and sold to retail hardware stores and contractor
outlets. The products are either cement- or gypsum-based and are used in
various interior and exterior applications for anchoring equipment or other
permanent fixtures, vertical and horizontal repairs of concrete and wood
structures.

STA-DRI PRODUCTS
(A Line of Masonry Waterproofing Products)  these products are shipped in
various packaging sizes and sold to retail hardware stores and contractor outlets.
The products come in powder form (need to be mixed with water) or ready-mixed
(similar to paint products) and are used in various application of waterproof
masonry structures.

f.
The Companys CompetitorsThe principal
methods of competition in our industry are price, service and the reliability
of the product as demonstrated by performance. Each product offered by the
Company currently has been on the market for at least 10 years and in some
cases over 50 years. Because the products have been used for so long, they have
achieved a level of market acceptance. The Companys prices are competitive
with other like products and it does not aim to be the lowest nor the highest
price on the market, but to be competitive.

Brand

Major CompetitorsPor-Rok
Products
Conspec,
 Tamms, Master Builders, Quikcrete 
 Sonneborn, Sika, W.R. Meadows, ChemMasters 
 Rockite, Oldcastle, Mapei, DAPSta-Dri
Products
Thoroseal,
 UGL4

g.
SeasonalityMost of the
Companys products are used in the maintenance of existing structures and have
interior and exterior applications. Even in winter months a significant portion
of construction and building maintenance continues, especially on interior
projects where the companys products are used most. Although the high points
of the construction season tend to be the busier period for sales, the Company
does experience stable sales in the winter months.

h.
Customer DependenceThe Company is
not dependent upon any one customer nor does it anticipate becoming dependent
upon one customer in the future. Its marketing strategy is to diversify its
sales through major distributors that are located in various geographical areas
and to a large number of construction professionals, such as engineers,
architects, contractors, construction managers and end-users all of whom are
involved in separate construction projects. The Por-Rok, Sta-Dri and Fiberforce
products are sold to various distributors and retailers none of which account
for more than 5% of the respective line of product sales.

i.
Raw MaterialsThe raw
materials used in manufacturing products using the Companys trade names are
readily available in the United States and Canada. The raw materials are
purchased on an as needed basis and at market prices at the time of purchase.
The Company does not anticipate that the prices and supplies of the raw
materials will fluctuate substantially since the majority of the raw materials
are commodity items such as sands and cement.

j.
Intellectual Property RightsThe Company
received a certificate of registration for the use of the trademark Novacrete
from the Canadian Intellectual Property Office on June 15, 1997. The
Certificate remains in effect until June 5, 2012 and can be renewed by the
Company. On March 3, 1998, the Company received a Certificate of Trademark
Registration No. 2,140,062 to use the trademark Novacrete in the United
States. The term of the U.S. trademark registration is for ten years. With the
Companys acquisitions of Por-Rok in August 1999 and Sta-Dri in August 2000,
the Company acquired the registered trade names for all Por-Rok, Dash Patch and
Sta-Dri products currently being produced.

The Company
has not filed an application for a patent on its proprietary technology. The
core technology that is used in each of the Companys products is not easily
replicated. However, if patented the technology would ultimately become public
information. The Company has developed internal controls to protect the
confidentiality of its technology and does not believe that the lack of legal
patent protection will impair its ability to effectively compete with other
manufacturers of like products or cause the Company to incur unnecessary risk
of loss of the technology. Even if the Company had patent protection over its
technology, it still assumes the risk that a competitor may misappropriate the
technology and then its only recourse would be to commence costly and time
consuming litigation. The existence or absence of a patent poses no commercial
disadvantage to marketing the Companys products.

Even if the Company were required to change
its corporate name, this would not diminish our sales since our products are
marketed under the brand names Por-Rok Sta-Dri and Fiberforce. These
product names are protected by registered trademarks in the United States,
Canada and the United Kingdom.

5

k.
The Companys Working Capital
Requirements To Operate Its BusinessFor the fiscal
year ended May 31,
2007, the Company experienced substantially less fluctuations in its working
capital requirements to finance its operations due to it having entered into
the Licensing Agreement. The Company currently requires approximately $20,000
monthly to cover its fixed operating expenses before interest charges and it
has no variable expenses.

l.
No Backlog OrdersAs of May 31,
2007, the Company
did not have any backlog orders on account of its new business operation as a
licensing company.

m.
Government ContractsThe Company does
not have any
material contracts with the Government or any government agency and therefore
does not have any exposure to these types of agreements.

n.
Financial Information About Foreign and
Domestic Operations and Export
 Sales.The Company
exports a small
percentage of its annual sales to customers located outside of the United
States. Whenever goods are sold outside of the United States the invoice is
either paid in full prior to the shipment, or the goods are released upon
confirmation of an irrevocable letter of credit.

o.
The Companys Research and Development
ActivitiesThe Company
currently markets
products that have been widely accepted in the marketplace for building
materials in both the commercial and consumer channels. The Company is not
actively seeking to develop new innovative products, but to capitalize on sales
of its existing products.

p.
Environmental ComplianceThe Company does
not manufacture
its products nor does it use raw materials in its products that are deemed to
be subject to rules or regulations relating to the discharge of certain
materials into the environment. With the conveyance of its real property to
Dime on July 17, 2003, the Company no longer has any exposure to environmental
claims on the property, although in its best judgment it does not believe there
are any environmental liabilities at the property.

q.
The Companys Future OperationsThe Companys
plan to combine its Licensees sales and marketing staff with its own efforts
to increase sales of products sold under the Companys trade names and
consequently its monthly royalty payments. The Company also acquired Artisanal
Cheese, LLC on August 14, 2007, a fully operating company which specializes in
gourmet cheeses.



6

r.
Number of EmployeesAs of May 31,
2007, the Company
employed one (1) full-time employee.

Item 2.
Description of PropertyAs of May 31,
2007, the Companys
principal executive offices are located at 42 Forest Lane, Bronxville, New York
10708, telephone number 914-441-3591.

Item 3.
Legal ProceedingsThe former
shareholders of the
Sta-Dri company filed a lawsuit for unpaid royalty payments and received a
judgment in the amount of $95,000.

Other trade
creditors have commenced lawsuits against the Company to secure payment on
unsecured claims, however none of these judgment can be satisfied against the
Company assets due to there being a properly perfected security interest in
place with a financial creditor that is willing to work with the company.

Item 4.
Submission of Matters to a Vote of Security
HoldersThe last Annual
Meeting of
Shareholders was held on January 28, 2005 at which the Company received
majority votes in favor of: changing the Companys name to American Home Food
Products, undertaking a 1-for-7 reverse stock split and ratifying the election
of its independent outside counsel. In light of the Companys plan to make an
acquisition in 2007, it has not scheduled a meeting of shareholders and expects
that as part of the acquisition or shortly thereafter it will schedule an
annual meeting of shareholders.

PART
II

Item 5.
Market for Registrants Common Equity and
Related Stockholder MattersThe
Companys common stock, $.001
par value, is traded on the Over-the-Counter (OTC) Bulletin Board operated by
the National Association of Securities Dealers under the ticker symbol AHFP.
The table below presents the high and low closing bid prices for each of the
quarters of the fiscal years ending May 31, 2007 and May 31, 2006,
respectively. The quotations reflect interdealer prices without retail mark-up,
mark-down or commissions and may not necessarily represent actual transactions.
The Companys common stock became actively traded in July, 1995. Effective June
8, 2005, a 1-for-7 reverse split was undertaken, which increased the Companys
stock price to $.15 per share with 3,606,455 shares of its $.001 par value
common stock issued and outstanding. On May 31, 2007, the closing bid price was
$.20. The Company has never paid a cash dividend and does not expect to change
its dividend policy in the foreseeable future.

7

Quarterly Common Stock Bid Price
RangesQuarter

High*

Low*

Last Day of Quarter1st

$
.11

$
.11


August 31,
 20062nd

$
.15

$
.10


November 30,
 20063rd

$
.20

$
.10


February 28,
 20074th

$
.51

$
.15


May 31, 2007Quarter

High*

Low*

Last Day of Quarter1st

$
.15

$
.15


August 31,
 20052nd

$
.13

$
.13


November 30,
 20053rd

$
.13

$
.13


February 28,
 20064th

$
.12

$
.12


May 31, 2006*post-split
 pricesThe Company may,
but has not,
entered into any agreements with market makers to make a market in the
Companys common stock. In addition, any market making activity would be
subject to the limits imposed by the Securities Act, and the Securities
Exchange Act of 1934, as amended. For example, federal regulations under the
Exchange Act regulate the trading of so-called penny stocks (the Penny Stock
Rules), which are generally defined as any security not listed on a national
securities exchange or NASDAQ, priced at less than $5.00 per share, and offered
by an issuer with limited net tangible assets and revenues. In addition, equity
securities listed on NASDAQ that are priced at less than $5.00 per share are
deemed penny stocks for the limited purpose of Section 15(b)(6) of the Exchange
Act. Therefore, during the time which the common stock is quoted on the NASDAQ
OTC Bulletin Board at a price below $5.00 per share, trading of the common
stock will be subject to the full range of the Penny Stock Rules. Under these
rules, broker dealers must take certain steps before selling a penny stock,
which steps include: (i) obtaining financial and investment information from
the investor; (ii) obtaining a written suitability questionnaire and purchase
agreement signed by the investor; and (iii) providing the investor a written
identification of the shares being offered and in what quantity. If the Penny
Stock Rules are not followed by the broker-dealer, the investor has no
obligation to purchase the shares. Given the application of the comprehensive
Penny Stock Rules it may be more difficult for broker-dealers to sell the
common stock.

Accordingly,
no assurance can be
given that an active market will always be available for the Common stock, or
as to the liquidity of the trading market for the Common stock. If a trading
market is not maintained, holders of the Common stock may experience difficulty
in reselling them or may be unable to resell them at all. In addition, there is
no assurance that the price of the Common stock in the market will be equal to
or greater than the offering price when a particular offer of securities is
made by or on behalf of a Selling Securityholder, whether or not the Company
employs market makers to make a market in the Companys stock.

8

Item 6.
Managements Discussion and Analysis of
Financial Condition and Results
 of OperationsResults
of Operations

Year
ended May 31, 2007 (Fiscal 2007) as compared to May 31, 2006 (Fiscal 2006)

The royalties
for the year ending May 31, 2007 were $245,660, while the royalties for the
same period ended May 31, 2006, were $223,522. In both years the Company
generated a gross margin of 100% which is attributable to the Companys
conversion of its business from a manufacturing company into a licensing company.
Since February 2003, the Company has maintained an exclusive licensing
agreement with CGM, Inc., whereby CGM fulfills all orders for products sold
under the trade names that the Company continues to own and thereafter pays the
Company a cash royalty on sales (Licensing Agreement). All royalty payments
are based on actual sales in the previous month and are paid on a monthly
basis.

For the year
ending May 31, 2007, the Company recorded a loss from operations of $178,669
and a net loss of $364,433, which included $185,764 of accrued interest and
expenses for depreciation and amortization of $50,512 and stock issued for
services of $45,750. Until the Company can either refinance its
outstanding debt, or merge with another company which will include a
refinancing of the debt, it will continue to accrue inordinate debt charges. On a monthly
basis, the Company incurs approximately $30,000 in selling, general and
administrative expenses expense. The monthly selling, general and
administrative expenses are predominantly comprised of $20,000 in payroll
expenses, $3,000 in amortization expense of the intangibles and $4,000 of
professional fees.

As of May 31, 2007, the Company had $49,004 in
current assets. The
Company has intangibles of $389,647, which represents the book value of
its trademarks, trade names and customer list, which collectively are the
assets that generate the royalty income that the Company earns.

Year
ended May 31, 2006 (Fiscal 2006) as compared to May 31, 2005 (Fiscal 2005)

The royalties
for the year ending
May 31, 2006 were $223,522, while the royalties for the same period ended May
31, 2005, were $209,258. The Company achieved a gross profit of 100% for the
year ending May 31, 2006 due to the licensing nature of the Companys business.

For the year
ending May 31, 2006, the Company generated a net loss of $306,621, which
included $159,325 of accrued interest and expenses for depreciation and
amortization of $50,512 and stock issued for services of $27,600. On a monthly
basis, the Company incurs approximately $35,000 in selling, general and
administrative expenses expense. The monthly selling, general and
administrative expenses are predominantly comprised of $20,000 in payroll
expenses, $3,000 in amortization expense of the intangibles and $4,000 of
professional fees.

As of May 31,
2006, the Company had $17,452 in current assets representing the royalty
receivable. The Company has intangibles of $440,159, which is attributable to
the two acquisitions that the Company completed in 1999 and 2000.

9

Selected
Financial Data

The following
selected historical statement of operations for the three years ended May 31,
2007, 2006 and 2005 and balance sheet as of May 31, 2007 and 2006 have been
derived from the financial statements of the Company that are included
elsewhere in this Form 10-KSB and that have been audited by Sherb & Co. LLP
(except as noted below) whose reports with respect to the financial statements
are also included elsewhere in this Prospectus. This information should be read
in conjunction with the financial statements and notes to the financial
statements appearing elsewhere in this Form 10-KSB and Managements Discussion
and Analysis of Financial Condition and Results of Operations.

Years
 Ended May 312005

2006

2007(Unaudited)

(Unaudited)

(Unaudited)STATEMENT
OF OPERATIONS DATA:Net Sales

$
209,258

$
223,522

$
245,660Gross Profit

$
209,258

$
223,522

$
245,660Net
 Profit/(Loss)

$
(382,211
)
$
(306,621
)
$
(364,433
)Net
 Income/(Loss) Per Common Share

$
(.11
)
$
(.08
)
$
(.09
)BALANCE SHEET
 DATA:Working
 Capital Deficit

($
3,295,053
)
($
3,523,561
)
($
3,689,373
)Intangibles,
 net

$
490,671

$
440,159

$
389,647Total Assets

$
509,735

$
457,611

$
438,651Long Term Debt


-0-


-0-


-0-Stockholders
 Deficiency

($
2,804,382
)
($
3,083,402
)
($
3,299,724
)Liquidity
and Financial Resources

As of May 31,
2007, the Company had $3,738,377 in current liabilities, which includes loans
(including interest) that are now due totaling $2,600,425, which were used to
fund the Companys operations. These loans are principally to shareholders of
the Company. It had accounts payable and accrued expenses of $592,345 and
accrued taxes of $545,607.

Of the principal
loans outstanding, $1,120,958 is held by one person that has properly perfected
security interest against the Companys remaining assets, being all its
intangible property.

In conjunction
with our licensee (a direct recipient of increased sales), the Company has
endeavored to increase revenues by obtaining a subscription to a construction
product specifiers database to pursue leads of existing construction projects
where our line of products have been specified or could otherwise be used; it
has also made proposals to wholesalers of hardware products to cross-promote
our respective product lines; and it consults with its licensee on the types of
customers to pursue directly.

With the
subsequent acquisition by the Company of Artisanal Cheese LLC and the sale of
its building material assets, the Company has refinanced substantially all of
its debt by either paying off such debt in cash or with cash and stock.
Although the Company has been required to carry its intangible property at a
net value of $389,647, the sales price obtained for these assets was much
higher, and as such, creditors will be receiving cash and some additional
equity so as to eliminate such debts.

10

Although the
Companys operating
cash flows fluctuate from being positive cash flows to negative cash flows from
operations, it required additional financing from time to time to fund its debt
carrying charges, costs associated with being a public company and efforts to
seek and evaluate potential merger candidates. The Companys cash flows from
its royalty revenue was positive and largely offset the required monthly
payments on the debt carrying charges, costs of being a public company and its
monthly costs of seeking and evaluating potential merger candidates. More than
half of the Companys general and administrative costs recorded are salaries
and benefits to the sole officer of the Company, hence the draw of such
salaries would depend on cash flow after the other aforementioned costs.

The Company has
no cash requirements or cash benefits from investing activities. Occasionally
the Company obtains additional funds from financing activities by the sale of
common stock and or increase in its debt financings.

Inflation
and Changing Prices

The Company no
longer manufactures its products and is no longer subject to risks associated
with inflation or substantial price increase in the near future.

Critical
Accounting Policies

The discussion
and analysis of our financial condition and results of operations are based
upon our financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States of America. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amount of assets and liabilities, revenues
and expenses, and related disclosure on contingent assets and liabilities at
the date of our financial statements. Actual results may differ from these
estimates under different assumptions and conditions.

Critical
accounting policies are defined as those that are reflective of significant
judgments and uncertainties, and potentially result in materially different
results under different assumptions and conditions. We believe that our
critical accounting policies are limited to those described below. For a
detailed discussion on the application of these and other accounting policies
see our note 2 to our financial statements.

Long-Lived
Assets (including Tangible and Intangible Assets)

We acquired businesses
in recent years, which resulted in tangible assets being recorded. The
determination of the value of such intangible assets requires management to
make estimates and assumptions that affect our financial statements. We assess
potential impairment to the intangible and tangible assets on a quarterly basis
or when evidence that events or changes in circumstances indicate that the
carrying amount of an assets may not be recovered. Our judgments regarding the
existence of impairment indicators, if any, and future cash flows related to
these assets are based on operational performance of our business, market
conditions and other factors.

Accounting for
Income Taxes

As part of the process of preparing our financial
statements we
are required to estimate our income taxes. Management judgment is required in
determining our provision of our deferred tax asset. We recorded a

11

valuation
for the full deferred tax asset from our net operating losses carried forward
due to the Company not demonstrating any consistent profitable
operations. In
the event that the actual results differ from these estimates or we adjust
these estimates in future periods we may need to adjust such valuation
recorded.

Going Concern

The financial
statements of the Company have been prepared assuming that the Company will
continue as a going concern. The Company has had negative working capital for
each of the last two years ended May 31, 2007 and 2006, however the
Company currently has little if any mandatory expenses associated with its
operating business and, therefore, can continue to operate, while it seeks new
acquisition candidates that will enable the Company to complete its
recapitalization plan. Notwithstanding these future plans, which the Company
can provide no assurances that they will happen, the current level of
liabilities that accumulate through monthly accruals raise substantial doubt
about the Companys ability to continue as a going concern. The financial
statements of the Company do not include any adjustments that might be
necessary should the Company be unable to continue as a going concern.

12

Item 7.
Financial StatementsPageReport
  of Independent Registered Public Accounting Firm
F-2Financial
  Statements:Balance
  Sheet as of May 31, 2007
F-3Statement
  of Operations for the years ended May 31, 2007 and 2006
F-4Statement
  of Changes in Shareholders Deficiency for the years ended May 31, 2007 and
  2006
F-5Statement
  of Cash Flows for years ended May 31, 2007 and 2006
F-6Notes
  to Financial Statements
F-713

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Directors
American Home Food Products, Inc. 
Bronxville, New York

We have audited the accompanying consolidated balance
sheet of American Home Food Products, Inc. as of May 31, 2007, and the related
consolidated statements of operations, shareholders deficiency, cash flows for
each of the years then ended May 31, 2007 and 2006. These financial statements
are the responsibility of the Companys management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of American Home Food Products, Inc. as of May 31, 2007, and the results
of its operations and its cash flows for each of the years then ended May 31,
2007 and 2006, in conformity with accounting principles generally accepted in
the United States.

The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern.
The Company has suffered recurring losses from operations, including a net loss
of approximately $.3 million for the year ended May 31, 2007, and has a working
capital deficiency as of May 31, 2007. These factors raise substantial doubt
the Companys ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.

/s/ Sherb & Co., LLPCertified Public AccountantsNew
  York, New YorkSeptember
  5, 2007F-2

AMERICAN HOME FOOD PRODUCTS, INC.
CONSOLIDATED BALANCE SHEET
May 31, 2007

  ASSETSCURRENT
        ASSETS:Cash
    
    $
    18,159Royalty/Licensee receivable
    
    
    30,845Total
        Current Assets
    
    
    49,004INTANGIBLES
        - at cost, net
    
    
    389,647$
    438,651LIABILITIES
        AND SHAREHOLDERS DEFICIENCYCURRENT
        LIABILITIES:Current
        portion of long term debt
    
    $
    1,645,958Accounts
        payable
    
    
    483,280Note
        payable
    
    
    5,000Loans
        payable - shareholder
    
    
    214,940Accrued
        expenses and other current liabilities
    
    
    843,590Accrued
        payroll taxes
    
    
    545,607Total
        Current Liabilities
    
    
    3,738,375COMMITMENTS
        AND CONTINGENCYSHAREHOLDERS
        DEFICIENCY:Preferred
        stock - $0.001 par value, 10,000,000 shares authorized, 0 shares issued
        and outstanding
    
    
    Common
        stock - $0.001 par value, 40,000,000 shares authorized4,541,455
        shares issued and outstanding
    
    
    4,541Additional
        paid-in capital
    
    
    8,254,816Accumulated
        deficit
    
    
    (11,559,083Total
        shareholders deficiency
    
    
    (3,299,724$
    438,651See notes to the consolidated financial statements.

F-3

AMERICAN HOME FOOD PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended May 31,2007

2006ROYALTY REVENUE

$
245,660

$
223,522GROSS PROFIT


245,660


223,522SELLING, GENERAL AND
ADMINISTRATIVE


424,329


370,218LOSS FROM OPERATIONS


(178,669
)

(146,696
)OTHER
INCOME (EXPENSES):Interest
income (expenses)


(185,764
)

(159,925
)OTHER
EXPENSES, net


(185,764
)

(159,925
)NET LOSS BEFORE INCOME
TAXES


(364,433
)

(306,621
)Income
taxes





NET LOSS

$
(364,433
)
$
(306,621
)LOSS PER COMMON SHARE, basic
and diluted

$
(0.09
)
$
(0.08
)WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING, basic and diluted


4,082,224


3,666,840See notes to the consolidated financial statements.

F-4

AMERICAN
HOME FOOD PRODUCTS, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS DEFICIENCY

Preferred
  Stock

Common
  Stock

Additional
  Paid-in
  Capital

Accumulated
  Deficit

TotalShares

Amount

Shares

AmountBALANCE, May 31, 2005




$



3,606,455


$
3,606



$
8,080,039



$
(10,888,027
)


$
(2,804,382
)Issuance of common stock with
promissory note








5,000



5




595









600Issuance of common stock with
settlement agreement








150,000



150




26,850









27,000Net loss






















(306,621
)



(306,621
)BALANCE, May 31, 2006




$



3,761,455


$
3,761



$
8,107,484



$
(11,194,650
)


$
(3,083,403
)Issuance of common stock with
revised settlement agreement








100,000



100




13,300









13,400Issuance of common stock -
cash








350,000



350




51,150









51,500Issuance of common stock
services rendered








255,000



255




45,495









45,750Issuance of common stock for
acquisition








75,000



75




37,387









37,462Net loss






















(364,433
)



(364,433
)BALANCE, May 31, 2007




$



4,541,455


$
4,541



$
8,254,816



$
(11,559,083
)


$
(3,299,724
)See notes to the consolidated financial statements.

F-5

AMERICAN HOME FOOD PRODUCTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended May 31,2007

2006CASH FLOWS FROM OPERATING
ACTIVITIES:Net
loss

$
(364,433
)
$
(306,621
)Adjustments to
reconcile net loss to net cash used in operating
  activities:Amortization
of intangibles


50,512


50,512Common stock
issued for services


45,750


27,600Debt
extension fee


13,400Changes in
assets and liabilitiesRoyalty/Licensee receivable


(13,393
)

1,612Accounts
payable


17,901


21,870Accrued
expenses and other current liabilities


128,216


40,587Accrued
payroll taxes


61,041


60,613NET CASH USED IN OPERATING
ACTIVITIES


(61,006
)

(103,827
)CASH FLOWS FROM INVESTING
ACTIVITIES:





CASH FLOWS FROM FINANCING
ACTIVITIES:Payment of
long term debt


(19,303
)

0Proceeds from
note payable


5,000


Proceeds from
loans payable - shareholders


4,504


19,327Proceeds from
debt financing





84,500Sale of common
stock


88,962NET CASH PROVIDED BY FINANCING
ACTIVITIES


79,163


103,827NET INCREASE IN CASH


18,157


CASH AT BEGINNING OF
YEAR





CASH AT END OF YEAR

$
18,157

$
SUPPLEMENTAL CASH FLOW
INFORMATION:Cash paid
during the period for:Interest

$
46,500

$
15,000Income
taxes

$


$
See notes to the consolidated financial statements.

F-6

AMERICAN HOME FOOD PRODUCTS, INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
YEARS ENDED MAY 31, 2007 AND 2006

1.
DESCRIPTION
 OF BUSINESSAmerican
 Home Food Products, Inc. (the Company) currently receives a monthly royalty
 from the business of manufacturing and marketing a diversified line of
 construction products including pre-packaged concrete repair, grouting and
 patching products and masonry waterproofing products. The principal markets
 for the Companys products are retailers, construction professionals and
 distributors located through the United States and in certain areas of
 Canada.2.
SUMMARY OF
 SIGNIFICANT ACCOUNTING PRINCIPLESa.          
 Basis of Presentation - The accompanying financial statements have
 been prepared assuming that the Company will continue as a going concern. The
 Company has incurred a net loss of $364,433 for the year ended May 31, 2007
 2007 and a net loss of $306,621 for the year ended May 31, 2006 2006.
 Additionally the Company had a net working capital deficiency, a
 shareholders deficiency and negative cash flow from operations for the years
 ended May 31, 2007 and 2006. The Company is also in arrears with paying
 payroll taxes and in default with certain of its debt holders. These factors
 raise substantial doubt as to the Companys ability to continue as a going
 concern. Management expects to incur additional losses in the foreseeable
 future and recognizes the need to raise capital to achieve their business
 plans. The accompanying financial statements do not include any adjustments
 that might be necessary should the Company be unable to continue as a going
 concern.b.          
 Principles of Consolidation - The consolidated financial statements
 include the accounts of the Company and its majority-owned subsidiaries. All
 material intercompany accounts and transactions have been eliminated on
 consolidation.c.
           Cash and Cash
 Equivalents - The Company considers all highly liquid temporary cash
 investments, with a maturity of three months or less when purchased, to be
 cash equivalents. Occasionally, the Company may have cash balances in its
 bank accounts which exceed $100,000, the federal insured limit.d.          
 Impairment of Long-Lived Assets  The Company reviews long-lived
 assets, certain identifiable assets and goodwill related to those assets on a
 quarterly basis for impairment whenever circumstances and situations change
 such that there is an indication that the carrying amounts may not be
 recovered. Any impairment losses have been recorded in the statement of
 operations.e.          
 Fair Value of Financial Instruments  The carrying value of cash and
 cash equivalents, accounts receivable, other receivables, accounts payable
 and accrued expenses approximate their fair values based on the short-term
 maturity of these instruments. The carrying amounts of long-term debt were
 also estimated to approximate fair value.F-7

f.          
Revenue Recognition  Revenue is recognized when the product is shipped by
the Licensee to its customer. Allowances for estimated bad debts, sales
returns and allowances are provided when sales are recorded.g.
          Advertising Costs  All advertising costs, excluding cooperative advertising programs, are
expensed as incurred or the first time the advertisement takes place. The
Company establishes an allowance for cooperative advertising costs at the
time the related sale is recognized. Advertising expenses charge to
operations for the years ended May 31, 2007 and 2006 amounted to
approximately $0 and $5,133, respectively.h.
          Loss Per Share 
Basic net loss per common share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding. For the years
ended May 31, 2007 and 2006, diluted loss per share is the same as basic loss
per share since the inclusion of stock options and warrants would be
antidilutive.i.          
Stock-Based Compensation - The Company accounts for its stock-based
compensation plans under Accounting Principles Board Opinion 25, (APB25)
Accounting for Stock Issued to Employees and the related interpretation, for
which no compensation cost is recorded in the statement of operations for the
estimated fair value of stock options issued with an exercise price equal to
the fair value of the common stock on the date of grant. Statement of
Financial Accounting Standards No. 123 (SFAS 123) Accounting for Stock-Based
Compensation, as amended by Statement of Financial Accounting Standards No.
148 (SFAS 148) Accounting for Stock-Based Compensation  Transition and
Disclosure, requires the companies, which do not elect to account for
stock-based compensation as prescribed by this statement, to disclose the
pro-forma effects on earnings and earnings per share as if SFAS 123 has been
adopted. No options or warrants have been granted to employees, officers and
directors during fiscal years ended 2007 and 2006. Effective June 1, 2006,
the Company has adopted SFAS 123R.j.          
Use of Estimates  The preparation of financials statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.k.          
Segment Information  SFAS No. 131, Disclosure About Segments of an
Enterprise and Related Information, defines operating segments as components
of an enterprise for which separate financial information is available that
is evaluated regularly by the chief operating decision maker in deciding how
to allocate resources and in assessing performance. Based on the way it
organizes its business for making operating decisions and assessing
performance, the Company has determined that it has a single reportable
operating segment.F-8

l.

Recent
 Accounting Pronouncements -FASB 155  Accounting
 for Certain Hybrid Financial InstrumentsIn February
 2006, the FASB issued FASB Statement No. 155, which is an amendment of FASB
 Statements No. 133 and 140. This Statement; a) permits fair value
 remeasurement for any hybrid financial instrument that contains an embedded
 derivative that otherwise would require bifurcation, b) clarifies which
 interest-only strip and principal-only strip are not subject to the
 requirements of Statement 133, c) establishes a requirement to evaluate
 interests in securitized financial assets to identify interests that are
 freestanding derivatives or that are hybrid financial instruments that
 contain an embedded derivative requiring bifurcation, d) clarifies that
 concentrations of credit risk in the form of subordination are not embedded
 derivatives, e) amends Statement 140 to eliminate the prohibition on a
 qualifying special-purpose entity from holding a derivative financial
 instrument that pertains to a beneficial interest other than another
 derivative financial instrument. This Statement is effective for financial
 statements for fiscal years beginning after September 15, 2006. Earlier
 adoption of this Statement is permitted as of the beginning of an entitys
 fiscal year, provided the entity has not yet issued any financial statements
 for that fiscal year. Management believes this Statement will have no impact
 on the financial statements of the Company once adopted.FASB 156 
 Accounting for Servicing of Financial AssetsIn March
 2006, the FASB issued FASB Statement No. 156, which amends FASB Statement No.
 140. This Statement establishes, among other things, the accounting for all
 separately recognized servicing assets and servicing liabilities. This
 Statement amends Statement 140 to require that all separately recognized
 servicing assets and servicing liabilities be initially measured at fair
 value, if practicable. This Statement permits, but does not require, the
 subsequent measurement of separately recognized servicing assets and
 servicing liabilities at fair value. An entity that uses derivative
 instruments to mitigate the risks inherent in servicing assets and servicing
 liabilities is required to account for those derivative instruments at fair
 value. Under this Statement, an entity can elect subsequent fair value
 measurement to account for its separately recognized servicing assets and
 servicing liabilities. By electing that option, an entity may simplify its
 accounting because this Statement permits income statement recognition of the
 potential offsetting changes in fair value of those servicing assets and
 servicing liabilities and derivative instruments in the same accounting
 period. This Statement is effective for financial statements for fiscal years
 beginning after September 15, 2006. Earlier adoption of this Statement is
 permitted as of the beginning of an entitys fiscal year, provided the entity
 has not yet issued any financial statements for that fiscal year. Management
 believes this Statement will have no impact on the financial statements of
 the Company once adopted.F-9

FASB 157 -
 Fair Value MeasurementsIn September
 2006, the FASB issued FASB Statement No. 157. This Statement defines fair
 value, establishes a framework for measuring fair value in generally accepted
 accounting principles (GAAP), and expands disclosures about fair value
 measurements. This Statement applies under other accounting pronouncements
 that require or permit fair value measurements, the Board having previously
 concluded in those accounting pronouncements that fair value is a relevant
 measurement attribute. Accordingly, this Statement does not require any new
 fair value measurements. However, for some entities, the application of this
 Statement will change current practices. This Statement is effective for
 financial statements for fiscal years beginning after November 15, 2007.
 Earlier application is permitted provided that the reporting entity has not
 yet issued financial statements for that fiscal year. Management believes
 this Statement will have no impact on the financial statements of the Company
 once adopted.FASB 159 -
 Fair Value Option for Financial Assets and Financial LiabilitiesIn February
 2007, the FASB issued FAS No. 159, The Fair Value Option for Financial
 Assets and Financial Liabilities (SFAS 159), including an amendment to FASB
 No. 115. FAS 159 gives entities the irrevocable option to measure eligible
 financial assets, financial liabilities and firm commitments at fair value,
 on an instrument-by-instrument basis, that are otherwise not permitted to be
 accounted for at fair value under other accounting standards. The election,
 called the fair value option, will enable entities to achieve an offset
 accounting effect for changes in fair value of certain related assets and liabilities
 without having to apply complex hedge accounting provisions. SFAS 159 is
 effective as of the beginning of a companys first fiscal year that begins
 after November 15, 2007. We are currently evaluating the impact of SFAS 159
 on our consolidated financial statements.3.
CONCENTRATION
 OF CREDIT RISKThe
 Companys accounts receivable and royalty revenues are concentrated 100% with
 one customer.4.
ROYALTY
 AGREEMENTOn January
 31, 2003, the Company entered into a licensing agreement, until December
 2005, with C.G.M., Inc. of Bensalem, Pennsylvania (Licensee), to
 manufacture, market and distribute the Companys Por-Rok, Dash Patch and
 Sta-Dri products in exchange for monthly royalty payments ranging from 15% to
 25% of the net invoice value to the customer. The Licensee purchased at cost
 the inventory on hand from the Company, payable in three installments through
 March 31, 2003. Although the Licensee had the right to terminate the
 agreement within 180 days from the commencement date of the agreement, the
 Licensee did not exercise that right. Had the Licensee elected to terminate
 this licensing agreement, the Company would have been obligated to purchase
 all inventory that cannot be used by the Licensee due to the termination of the
 licensing agreement.F-10

Licensor
 reserves the right to terminate the licensing agreement for the following
 reasons; failure to ship a minimum of $375,000 of merchandise in two
 consecutive quarters, Licensee having become subject to a 50% change in
 control, Licensee becoming subject to involuntary or voluntary bankruptcy.5.
DEBT AND
 EQUITY TRANSACTIONIn January
 2005, the Company authorized a reverse stock split of seven shares of common
 stock for one share of common stock. All related per share and common share
 presentation have been adjusted to compensate for such reverse stock split.In late
 November 2005, a judgment creditor served a writ of attachment on the
 Companys licensee. In January 2006, the parties reached an agreement whereby
 the creditor agreed to refrain from any further litigation and to limit the
 judgment to $400,000 in exchange for a monthly payment of interest on the
 creditors original loan to the Company and the Companys commitment to pay
 the judgment upon the earlier of the recapitalization of the Company or
 September 30, 2006. The parties further agreed that the warrant to purchase
 600,000 shares of common stock (pre-split) which the creditor had received as
 part of the original transaction would be cancelled and that the Company
 would issue to the creditor 150,000 shares of common stock (post-split), for
 which a $27,000 expense was recorded.In May 2006,
 the Company issued 5,000 shares of stock to a lender in exchange for a loan
 to the Company for which a $600 expense was recorded.In September
 2006, the Company and a judgment creditor agreed to extend to December 31,
 2006, a previous agreement whereby the creditor will refrain from enforcing
 its judgment in exchange for a monthly payment of interest on the creditors
 original loan to the Company and the Companys commitment to pay the judgment
 upon the earlier of the recapitalization of the Company or December 31, 2006.
 In exchange for this extension, the Company agreed to issue 40,000 shares of common
 stock to the creditor. The Company recorded an interest expense of $4,400 in
 connection with these shares.In September
 2006, a private investor made an equity investment of $16,500 for which it
 received 150,000 shares of the Companys common stock. The proceeds were used
 for working capital.In December
 2006, the Company and a judgment creditor agreed to extend to March 31, 2007,
 a previous agreement whereby the creditor will refrain from enforcing its
 judgment in exchange for a monthly payment of interest on the creditors
 original loan to the Company and the Companys commitment to pay the judgment
 upon the earlier of the recapitalization of the Company or March 31, 2007. In
 exchange for this extension, the Company agreed to issue 60,000 shares of
 common stock to the creditor. The Company recorded an interest expense of
 $9,000 in connection with these shares based on the fair market value of such
 shares issued.In January
 2007, the Company issued 105,000 shares of common stock in exchange for
 investor relation services. The company recorded an expense of $15,750 in
 connection with these sharesF-11

based on the
 fair market value of such shares issued. In January 2007, a private investor
 made an equity investment of $15,000 for which he received 100,000 shares of
 the Companys common stock. The proceeds were used for working capital.In February
 2007, a private investor made an equity investment of $20,000 for which it
 received 100,000 shares of the Companys common stock. The proceeds were used
 for working capital. In February 2007, the Company issued 150,000 shares of
 common stock in exchange for consulting services. The company recorded an
 expense of $30,000 in connection with these shares based on the fair market
 value of such shares issued.6.
ACCRUED
 EXPENSES AND OTHER LIABILTIESAs of May
 31, 2007, accrued expenses and other liabilities consist of the following:Accrued interest payable

$
734,527Other
 accrued


109,063$
843,5907.
INTANGIBLESIntangibles
 arose in connection with the acquisitions of Arm Pro in September 1998, and
 with the acquisition of Allied / Por-Rok lines in August 1999 and Sta-Dri in
 August 2000. The intangible assets have been re-characterized pursuant to
 SFAS 142 from Goodwill to be Intangibles, since such intangibles are
 actually comprised of trademarks, acquired proprietary technology and
 customer lists. We have attributed the cost of these intangibles to be
 $606,164 for trademarks, $75,771 for proprietary technology and $75,771 for
 customer lists. These intangibles are being amortized over a fifteen-year
 life on a straight-line basis. The Company continues to periodically review
 these long-lived assets for impairment whenever circumstances and situations
 change such that there is an indication that the carrying amounts may not be
 recovered. Accumulated amortization at May 31, 2007 was $368,059. The
 amortization expense for 2007 and 2006 was $50,512 and $50,512 respectively.
 The amortization expense will approximate $50,000 per annum for the next five
 years.8.
INCOME TAXESAt May 31,
 2007, the Company has available unused net operating loss carryforward
 (NOL) of approximately $11,550,000 that may be applied against future
 taxable income and expire at various dates through 2025. The Company has a
 deferred tax assets arising from such net operating loss deductions and has
 recorded a valuation allowance for the full amount of such deferred tax asset
 since the likelihood of realization of the tax benefits cannot be determined.
 Such valuation allowance has increased approximately $120,000 during 2007.F-12

2007Deferred tax
 asset:Net operating
loss carryforward

$
3,930,000Valuation
allowance


(3,930,000
)Net deferred
 tax asset

$
A
 reconciliation of the statutory federal income tax benefit to actual tax
 benefit is as follows:2007


2006Statutory
 federal income tax benefit

$
124,000

$
104,000Income tax
 benefit not utilized


(124,000
)

(104,000
)Actual tax
 benefit

$


$
If the
 Company has a greater than 50% change in ownership of certain stock holdings
 by shareholders of the Company pursuant to Section 382 of the Internal
 Revenue Code, the net operating losses may be limited. Currently no such
 evaluation has been performed. The Company has not filed its federal or state
 income tax returns for May 31, 2006 or May 31, 2007.9.
LONG TERM
 DEBTAt May 31, 2007, long-term debt consists of:Notes
 payable (a)

$
1,120,958Debenture
 payable (b)


125,000Notes
 payable (c)


400,0001,645,958Less:
 Current portion


1,645,958$
The company
 is in default of substantially all of the aforementioned debt, as such debt
 has matured or is being litigated.F-13

a.
From
 December 2000 through May 2002, the Company raised $1,120,958 from an outside
 investor. The notes payable bear interest at 10% per annum and the principal
 plus accrued interest is due on demand. The notes payable were secured by a
 subordinated security interest in the Companys property, plant and
 equipment. The notes payable are due to parties associated with a director of
 the Company and provide the holder with piggyback registration rights.b.
Included in
 long-term debt are debentures owing to a stockholder of the company, Quilcap,
 Corp., in the amount of $125,000. This debenture from February 25, 1999,
 bears interest at 15% per annum and matured on May 31, 1999 and is currently
 in default.c.
In May and
 June 2002, the Company raised $325,000 from outside investors. The note
 payable bears interest at 10% per annum and the principal plus accrued
 interest was due on July 23, 2002, by which time the parties had expected to
 close a sale-leaseback of the Companys property. In connection with this
 loan the Company issued 600,000 stock options as consideration for the
 financing and recorded as debt discount $16,000, of which $1,600 has been
 expensed. The investors aborted the sale-leaseback transaction immediately
 prior to closing. In April 2005, the investors commenced litigation against
 the Company and its president for repayment of the loans. In January 2006,
 the parties reached an agreement whereby the creditor agreed to refrain from
 any further litigation and to limit the judgment to $400,000 in exchange for
 a monthly payment of interest on the creditors original loan to the Company
 and the Companys commitment to pay the judgment upon the earlier of the
 recapitalization of the Company or September 30, 2006. The parties further agreed
 that the options to purchase 600,000 shares of common stock (pre-split) which
 the creditor had received as part of the original transaction would be
 cancelled and that the Company would issue to the creditor 150,000 shares of
 common stock (post-split), for which a $27,000 expense was recorded. In
 September 2006, the judgment creditor agreed to extend the agreement to
 December 31, 2006. In December 2006, the creditor agreed to a further
 extension of the settlement agreement to March 31, 2007, in exchange for
 which the Company agreed to issue to the creditor 60,000 shares of common
 stock.10.
SHAREHOLDERS
DEFICIENCYCommon Stocka.
           During fiscal
 1996, former management of the Company issued 257,143 shares for an amount
 that present management is unable to determine. The Company has been
 contacting the registered shareholders to determine if appropriate
 consideration was received for these shares. The shares have been recorded as
 outstanding with no consideration received for their issuance. During the
 years ended May 31, 1999 and 1998, a total of 17,143 and 69,107 shares of
 common stock, respectively, were returned by the registered shareholders and
 have been canceled by the Company. The Company intends to continue to pursue
 litigation against the remaining shareholders that it alleges have received
 securities without paying fair consideration to the Company.F-14

b.
Equity
 transactions during fiscal year 2006 were as follows:
The Company
 issued 5,000 shares of common stock to an investor who loaned the company
 money in during fiscal 2006.
The Company
 issued 150,000 shares of common stock to a creditor in connection with a
 settlement agreement entered in April 2006.c.
Equity
 transactions during fiscal year 2007 were as follows:
The Company
 issued 40,000 shares of common stock to a creditor in connection with an
 extension in September 2006 of an earlier settlement agreement entered in
 April 2006. The Company issued another 60,000 shares of common stock in
 connection with a further extension of this settlement agreement in December
 2006, which was valued and expensed for $13,400, the then fair market value
 of the shares issued.
The Company
 issued 150,000 shares of common stock in September 2006 to a private investor
 in exchange for an equity investment of $16,500.
The Company
 issued 105,000 shares of common stock in January 2007 in exchange for
 investor relation services, which was valued and expensed for $15,750, the
 then fair market value of the shares issued.
The Company
 issued 100,000 shares of common stock in January 2007 to a private investor
 in exchange for an equity investment of $15,000, which was valued and
 expensed for $30,000, the then fair market value of the shares issued.
The Company
 issued 100,000 shares of common stock in February 2007 to a private investor
 in exchange for an equity investment of $20,000.
The Company
 issued 150,000 shares of common stock in February 2007 in exchange for
 consulting services.
In May 2007,
 the Company acquired an affiliated company under common management for 75,000
 shares of common stock valued at $37,462, the historical cost basis of the
 assets acquired and liabilities relieved, which also approximates the market
 value of the common shares issued.11.
STOCK
 OPTIONSNo options
 or warrants were granted, cancelled, exercised or otherwise outstanding in
 fiscal years 2006 and 2007.12.
COMMITMENTS
 AND CONTINGENCYa.          The
 Company has a licensing agreement for certain concrete related products,
 including an admixture that is capable of enhancing the basic characteristic
 of cementitious products. The Company is obligated to pay royalties based on
 a percentage of sales, subject to an annual guaranteed minimum royalty.
 Currently, the Company has not had to pay royalties as the licensed products
 are still in the development stage and therefore have not been ready for sale
 to customers.F-15

Furthermore,
 the Company has had several discussions with the licensor who has agreed to
 defer the minimum royalty payments until the Novacrete Admixture product
 emerges from the research and development stage.b.          
The
 Company is involved in several lawsuits arising from the non-payment of
 recorded payables including the non-payment of royalties to a former
 shareholder for which a $95,000 judgment has been rendered against the
 Company.c.          
The
 Company operates from the residence of its chief executive officer rent free.13.
SUBSEQUENT
 EVENT - UNAUDITEDOn August
 14, 2007, the company acquired Artisanal Cheese, LLC. The purchase price was
 $4.5 million in cash and notes and the assumption of $700,000 in liabilities
 as part of the purchase consideration. The Company raised approximately $3.9
 million dollars through a private placement of redeemable, convertible
 preferred stock. With this transaction, the Company sold its building
 material assets for approximately $1 million and recapitalized its existing
 debts primarily through a tax-free exchange of debt for equity and cash
 payments to satisfy other obligations. The Companys current president,
 Daniel W. Dowe, has agreed to serve as Chairman, Chief Executive Officer and
 President for an additional three years.F-16

Item 8.
Changes
 in and Disagreements with Accountants on Accounting and Financial DisclosureThe Company has engaged
 the certified public accounting firm of Sherb & Co., LLP as its outside
 auditors to audit the companys annual financial statements for the fiscal
 year ending May 31, 2007 and has had no disagreements with them.Item 8a.
Controls
 and ProceduresOur principal
executive officer and principal financial officer, who is the sole officer and
employee, evaluated the effectiveness of the Companys disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of the end of the period covered by this
report. Based on this evaluation, the principal executive officer and principal
financial officer have concluded that the disclosure controls and procedures
are effective to ensure that the information required to be disclosed in this
report under the Securities Exchange Act of 1934 (1) is accumulated and
communicated to its management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure, and (2) has been
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission rules and forms.

During the period covered by
this report, there have not been any significant changes in our internal
controls or, to our knowledge, in other factors that could significantly affect
our internal controls.

PART IIIItem 9.
Directors
 and Executive Officers, Promoters and Control Persons;Compliance
 with Section 16(a) of the Exchange ActThe following provides
 certain information concerning the directors and executive officers of the Company and its
 subsidiaries as of May 31, 2007.Name

Age

PositionWilliam K. Lavin

63

Chairman, SecretaryDaniel W. Dowe

45

Director, Presidentand Chief Executive
 OfficerEdward J. Malloy

71

DirectorKevin DeMatteis

43

DirectorWilliam K. Lavin. Mr. Lavin became a director in October, 1997 and
currently operates
his own consulting business that he formed in 1994. Before forming his firm, he
was Chief Executive Officer of Woolworth Corporation (renamed Foot Locker
Inc.) from 1993 to 1994 and immediately before that position he served as
Woolworths Chief Administrative and Financial Officer. Mr. Lavin also serves
on

14

the board of directors of
the Allegheny Corporation (NYSE:Y).

Daniel W. Dowe.Mr. Dowe became a director in March, 1997, Acting
President on November
17, 1997 and President and Chief Executive Officer on April 1, 1998. He was the
founder of Dowe & Dowe, a New York City-based law firm that provided legal
services to the Company and was focused on corporate and securities law. Before
practicing law, he was employed by Alliance Capital Management Company, Salomon
Brothers (Salomon Smith Barney, a division of Citigroup, Inc.) and J.P. Morgan
Bank.

Edward J. Malloy. Mr. Malloy became a director of the Company in January,
1998. Since
1993 he has been President of the Building and Construction Council of Greater
New York. Mr. Malloy represents the interests of over 200,000 laborers involved
in the building trades in the Greater New York City area. He is responsible for
developing building projects in both the public and private sectors to ensure
an adequate level of work for his union members. Mr. Malloy brings to the
Company an extensive level of contacts and industry experience.

Kevin DeMatteis. Mr. DeMatteis became a director of the Company in
January 2001. Mr.
DeMatteis is part of the DeMatteis Development Organization, which is a closely-held
developer of large scale real estate projects in the United States and in
international markets.

Committees of the Board of Directors

The Board of Directors does
not have a standing audit or nominating committee or any other committees
performing similar functions. The Company does have a compensation committee
consisting of Messrs. Lavin and Malloy (the Compensation Committee). The
Compensation Committee is responsible for assuring that the officers and key
management of the Company are effectively compensated in terms of salaries,
incentive compensation and benefits which are internally equitable and
externally competitive. The Compensation Committee is responsible for setting
the compensation of the executive officers.

Executive Officers

At present, Mr. Dowe is the
Companys only executive officer. As a result, Mr. Dowe is handles all
financial matters with certain bookkeeping and administrative duties being
performed by clerical workers and certain accounting and tax-related matters
being performed by outside professionals.

Item 10.
Executive
 CompensationThe following table shows
all remuneration in excess of $100,000 paid by the Company and its subsidiaries
through May 31, 2007, to all directors and officers:

15

Table 1Summary Compensation Table

Annual compensation



Long-Term
Compensation AwardsName
 and
 Princi-
 pal
 Position

Year

Compen-
 Salary
 ($)

Bonus
 ($)

Other
 Annual
 Restricted
 Stock
 Comp.
 ($)

Securi-
 ties
 Underly-
 ing
 Options
 Awards
 (#)

SARs
 #)

Other
 LTIP
 Payout
 ($)

All
 Other
 ($)DanielDowePresident

2007

$
180,0002006

$
180,0002005

$
180,000Item 11.
Security
 Ownership of Certain Beneficial OwnersDIRECTORS AND EXECUTIVE OFFICERS

The following table shows
the amount of common stock owned as of May 31, 2007 by each director and
officer and affiliates and by all directors and officers as a group. Each
individual has beneficial ownership of the shares which are subject to
unexercised stock options and stock warrants held by him, and each individual
has sole voting power and sole investment power with respect to the number of
shares beneficially owned:

Table 1

Security Ownership of Certain Beneficial Owners and
Management

Name and
 Address
 of Beneficial owner (1)

Amount and Nature
 of Beneficial 
 Ownership

Percent of
 ClassDaniel W. Dowe


409,956



9.0
%Director, PresidentWilliam K. Lavin


15,045



0.3
%Chairman, SecretaryKevin DeMatties, Director


28,571



0.6
%Edward J. Malloy, Director


9,331



0.2
%All Directors and Officersas a group


462,903



10.1
%1.
As of May 31, 2007 there
 were 4,541,455 shares issued and outstanding and 4,541,455 on a fully diluted
 basis. Percentages are stated on a fully diluted basis.16

Director Compensation

None of the Companys
directors are compensated for serving as directors.

Table 2

Security Ownership of Certain Beneficial Owners
(Non-Management)

Name and
 Address
 of Beneficial owner


Amount and Natureof Beneficial
 Ownership


Percent of
 ClassNot Applicable.Item 12.
Related
 TransactionsMr. Dowes spouse, Janet L.
Dowe periodically provided legal and administrative services to the Company.

David A. Dowe who is the
brother of Daniel W. Dowe has made loans to the company and has purchased
common stock under the same terms and conditions as other non-affiliated
investors that either loaned money to the company or purchased securities.

With respect to the
foregoing transactions, the Company believes that the terms of these
transactions were as fair to the Company as could be obtained from an unrelated
third party. Future transactions with affiliates including loans will be on
terms no less favorable than could be obtained from unaffiliated parties and
will be approved by a majority of the independent disinterested members of the
board of directors.

17

Item 13.
ExhibitsPage(A)
The following financial
statements and 
 supplementary data are included in 
 Part II Item 7Report of
 Independent Registered Public Accounting Firm
F-2Financial
 Statements:Balance
 Sheet as of May 31, 2007
F-3Statement of
 Operations for the years ended 
 May 31, 2007 and 2006
F-4Statement of
 Changes in Shareholders 
 Deficiency for the years ended May 31, 2007 
 and 2006
F-5Statement of
 Cash Flows for years ended May 31,
 2007 and 2006
F-6Notes to
 Financial Statements
F-718

(B) Exhibits to be incorporated herein by
reference:

ExhibitNo.

Description
 of Exhibit2.1
Plan of
 Merger of Stratford Acquisition Corp. and the Registrant into the Registrant3.1(i)
Articles of
 Incorporation of Stratford Acquisition Corp.3.1(ii)
Certificate
 of Incorporation of the Registrant3.1(iii)
New York
 Certificate of Merger of Stratford Acquisition Corp. into Registrant3.1(iv)
Minnesota
 Certificate of Merger of Stratford Acquisition Corp. into Registrant3.2
By-Laws4.1
Specimen
 Common Stock Certificate4.2
Form of
 Class B Warrants4.3
Form of 10%
 $550,000 Convertible Debenture and Stock Warrant Agreement4.4
Form of 9%
 $800,000 Convertible Debenture and Stock Warrant Agreement4.5
Form of 15%
 $250,000 Senior Debenture and Stock Warrant Agreement4.6
Term Sheets
 re Director Loans to Company dated July 29, 1998; August 13, 1998; August 20,
 1998;August 27,
 1998; September 4, 1998; and May 14, 199910.1
Employment
 Agreement between Registrant and Daniel W. Dowe10.2
Amendment to
 Employment Agreement between Registrant and Daniel W. Dowe10.3
Amended and
 Restated Purchase Agreement between The Sherwin-Williams Company and
 Registrant10.4
Form of
 Promissory Note to Dime Commercial Corp.10.5
Form of
 Promissory Note to The Sherwin-Williams Company10.6
Bill of Sale
 from The Sherwin-Williams Company to Registrant10.7
Designation
 Certificate10.8
Form of
 Promissory Notes to Alfonso DeMatteis24.1
Power of
 Attorney (contained on signature page of this Prospectus).99.1
Battista
 Agreement99.2
Supercrete
 N/A Limited Agreement dated December 20, 1996(B)
Exhibits filed herein:

21.1
Subsidiaries of American Home Food
 Products, Inc.31
Certification of Prinicipal Executive and
 Financial Officer32
Certification Pursuant to Section 1350 As
 Adopted Pursuant to
 Section 906 of the Sarbanes-Oxley Act of 200219

Item 14.
Principal Accountant Fees and ServicesAUDIT FEES

The aggregate
fees billed and unbilled for the fiscal years ended May 31, 2006 and 2007 for
professional services rendered by our principal accountants for the audits of
our annual financial statements and the review of our financial statements
included in our quarterly reports on Form 10-QSB were approximately $11,000 and
$15,000, respectively.

AUDIT-RELATED
FEES

There were no
audit-related fees for the fiscal years ended May 31, 2006 and 2007 for
assurance and related services rendered by our principal accounts related to
the performance of the audit or review of our financial statements.

TAX AND OTHER
FEES

The aggregate
fees billed for the fiscal years ended May 31, 2006 and 2007 for tax related or
other services rendered by our principal accountants in connection with the
preparation of our federal and state tax returns was $11,000 and $15,000, respectively.

APPROVAL OF
NON-AUDIT SERVICES AND FEES

None.

20

SIGNATURES

Pursuant to
the requirements of Section 13 or 15(d) of the Securities and Exchange Act of
1934, American Home Food Products, Inc. has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized:

AMERICAN HOME FOOD PRODUCTS, INC.

By:

/ss/ Daniel W. DoweDaniel W. Dowe, Chief Executive Officer 
 And Chief Financial OfficerDated:
September 5, 2007

Pursuant to
the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in
capacities and on the dates indicated:

Dated/ss/
        Daniel W. Dowe
    
    Director
    
    September
        7, 2007Daniel
        W. Dowe/ss/
        William K. Lavin
    
    Director
    
    September
        7, 2007William
        K. Lavin/ss/
        Edward J. Malloy
    
    Director
    
    September
        7, 2007Edward
        J. Malloy/ss/
        Kevin DeMatteis
    
    Director
    
    September
        7, 2007Kevin
        DeMatteis21