FORM 10-KSB UNITED STATESECURITIES
AND EXCHANGE COMMISSIONWashington, 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, 2005. OR |_| 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
      
      (State of Jurisdiction)
    0-26112
      (Commission File Number)
    41-1759882
      
      (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 914-337-0231 Securities registered pursuant to
Section 12(b) of the Act: None Securities registered pursuant to
Section 12(g) of the Act: Title of
      each class
      Common Stock $.001 par value
    
    Name of each
      exchange on which registered
      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. |_|. Based on the closing sale price of
$.02 on May 31, 2005, the aggregate market value of the voting stock held by
nonaffiliates of the registrant was approximately $500,000. The Company had 3,606,455
shares of its $.001 par value common stock and no shares of its $.001 par value preferred
stock issued and outstanding on May 31, 2005. DOCUMENTS INCORPORATED
BY REFERENCE Location in Form 10-KNone
    
    Incorporated
      Document     AMERICAN HOME FOOD
PRODUCTS, INC.


Table of Contents



Page
      No.Part
      IItem
      1
    
    Description
      of Business
    1Item
      2
    
    Description
      of Property
    12Item
      3
    
    Legal
      Proceedings
    12Item
      4
    
    Submission
      of Matters to a Vote of Security
    12HoldersPart
      IIItem
      5
    
    Market
      for Registrants Common Equity and Related Stockholder Matters
    13Item
      6
    
    Managements
      Discussion and Analysis or Plan of Operation
    14Item
      7
    
    Financial
      Statements
    17Item
      8
    
    Changes
      in and Disagreements with Accountants on Accounting and
    18Financial
      DisclosurePart
      IIIItem
      9
    
    Directors
      and Executive Officers, Promoters and Control Persons;
    18Compliance
      with Section 16(a) of the Exchange ActItem
      10
    
    Executive
      Compensation
    19Item
      11
    
    Security
      Ownership of Certain Beneficial Owners and Management
    20Item
      12
    
    Related
      Transactions
    21Part
      IVItem
      13
    
    Exhibits
    21Item
      14
    
    Principal
      Accountant Fees and Services
    23ii
PART I




Item 1.
Description of Business


American 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 food products. (See
Executive Summary). As of the filing date of this Form 10-KSB, the Company was not
subject to any agreements to acquire an operating business, although management is
pursuing various opportunities.


RISK FACTORS


Historical losses. The Company
has recorded net losses for each year of operation. In addition, a significant portion of
the Companys assets are attributable to goodwill. Management will periodically
review the recoverability of goodwill 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 goodwill would be to the extent that the present value of the expected future
cash flows are less than the carrying amount of goodwill. 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 goodwill 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 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 the Companys
products, and could be injurious through the public disclosure of the formulae.


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,


1
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.


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.


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 has its principal place of business and executive offices
located at 42 Forest Lane, Bronxville, New York 10708, telephone 914-337-0231.


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. is
undertaking a business plan to create a large-scale diversified private label food
manufacturing and marketing business. The Company is pursuing several operating
businesses that could serve as growth platforms in each of the selected product
categories. The Company will be formally located in New York City. 2   The total U.S. market for private
label food and grocery products is estimated to be $42.9 billion and growing by the
Chicago-based, Information Resources, Inc. (IRI)(1) Influencing this
growth is the consolidation of large food retail chains and the emergence of mass
merchandisers, such as, Costco, B.J.s and Wal-Mart and large drug chains that are
also offering food and grocery products. According to IRI, sales of private label products
increased by nearly $1 billion in supermarkets and $270 million in drug chains in 2003
versus the prior year. Over the past five years, private label products have added $6.5
billion in annual revenue in U.S. supermarkets, an increase of 17.9% versus 14.0% for
national brands over the same period.


Other Private
Label Food Companies


The leading diversified private label
manufacturer, Ralcorp (NYSE:RAH), generates approximately $1 billion in annual sales in
essentially four food categories  cereals, bakery, snacks and condiments. Cott
Beverages (NYSE:COT) is the leading private-label beverage producer and will be
distinguishable from the Company due to its narrow product offering which excludes food
products. Most of the other large scale private label food competitors are owned by major
branded food companies like ConAgra ($350m. in private label canned pasta, peanut butter,
breakfast bars, cereals), Delmonte Foods, Inc. ($150m. in private label canned broths,
gravies, soups). On January 28, 2005, Dallas-based Dean Foods Company announced a spin-off
that will create a $700 million in sales publicly-traded, private label and branded food
company. The new management team will invest $10 million in the spin-off company for 1.67%
of the common stock giving the entire business a market capitalization of $598 million, or
a value of 85% of annual sales. The transaction is subject to several conditions and is
expected to be completed in the third quarter. This company will offer product categories
that will not compete with the Company and Dean Foods forecasted that operating margins
for this new business will be 12-14%.


Marketing
Focus (Product Categories)


The food categories where the Company
will initially compete will be as follows:


1.
Frozen
bakery products (pastry and bread) sold to in-store bakeries of major food retailers.2.
Spices/seasonings
and baking ingredients.3.
Snack
Foods.ANNUAL SALES BY
PRODUCT CATEGORY


Product Category and
Private Label Dollar Volume and Share Unit


Product
    Category
      Dollar
      Volume
    
    Private
      Label
      Dollar Share
    
    Private
      Label
      Dollar VolumePastry
      & Donuts
    $1.7
      Billion
    
    19.1
    %
    
    $324.7
      MillionSpices/Seasonings
    $1.7
      Billion
    
    16.4
    %
    
    $278.8
      MillionSalty
      Snacks
    $7.5
      Billion
    
    5.0
    %
    
    $375.0
      MillionSnack
      Nuts/Seeds
    $1.4
      Billion
    
    27.6
    %
    
    $386.4
      MillionTotal
    $12.3
      Billion
    
    
    
    
    $1.3
      BillionSource:
IRI/PLMA(1)
IRI
data does not include sales at Wal-Mart, which has discontinued reporting its own sales
data.3
In addition, the number of in-store
bakeries of supermarket chains and mass merchandisers has grown to over 32,000 and
represents an attractive growth strategy for the Company.


The
Companys Strategy


The consolidation in the food
industry has created large-scale food retailers that can all compete intensively on price.
To create a point of differentiation and customer loyalty, large food retailers are
offering greater percentages of store merchandise under their own private label (aka Store
Brands), like Kirkland (Costco), Great Value (Wal-Mart), Masters Choice (A&P).
Private label products have a proprietary advantage in that they can create customer
loyalty for retailers. However, the proprietary nature of the retailers private
label product offering(s) is a double-edge sword that creates a significant competitive
advantage for the Company.


Foremost, the Company will not
operate like a branded food product company, which primarily offer private label products
opportunistically to utilize excess manufacturing capacity  branded
companies prefer to sell branded goods to avoid market share dilution from private label
products. In addition to its product offering, the Company will aggressively promote
merchandising and promotional plans that have been honed by its management team through
years of experience to foster growth of its retail customers private label products.
The Company will become the de facto marketing partner of the retail buyer. It will also
offer new products and innovative ideas to increase the percentage of private label
products offered by its retail customers, while not being concerned with the impact that a
private label product could have on a branded product. Most consumer food product
companies will not nurture, promote and expand sales of private label products out of fear
that it will erode the market share for its branded products. The Company will not have
this inherent conflict.


Acquisition
Targets


The Companys initial
acquisition targets will be closely-held food businesses that can produce private label
products and private label food product divisions of major branded food manufacturers in
the categories identified by management. The Company plans to centralize the selling,
general and administrative functions into a New York City-based office to consolidate
duplicative SG&A expenses. The highest level of management in an operating facility
will be a general manager  all senior level executive positions will be based out of
the Companys New York office.


The Companys operating targets
will cause it to focus on product lines that in the aggregate can generate gross margins
in the 20-25% range, or higher. Assuming selling expenses would be within the industry
range of 3-5% and general and administrative costs were held at 7% (including finance
charges), the Company could achieve its targeted operating margin of 10-15%.


The Companys growth would
derive from: (i) increased sales to existing retail customers from managements
merchandising expertise with private label products, (ii) additional sales from new retail
accounts, (iii) new product offerings utilizing the same factory assets, and (iv) new
fold-in acquisitions to add scale to the Companys existing operation(s).


Supermarket
Channel


Private label sales of food products
in the supermarket channel during the 52 week period ending December 28, 2003 was
approximately $42.9 billion dollars, not including Wal-Mart which no longer reports sales.(2) Private
label products in supermarkets, versus the drug chain channel, grew by nearly $1 billion
in 2003 which represents a 2.2% increase over the prior year sales, versus only a 1.4%
increase in sales of branded food


(2)
Private
Label Manufacturers (PLMA) 2004 Yearbook as complied by Information Resources, Inc.
(IRI)4
products in the same period. In
terms of dollar sales, private label market share advanced to a record of 16.3% from
16.2% a year ago.(3)


Chart 1


Private Label Dollar
Volume: Today vs. A Year Ago (Supermarket Channel)


Today
    
    Year-Ago
    
    Change2002
    
    2003
    
    2004Total
      Channel
    $263.5
      Billion
    
    $259.4
      Billion
    
    +1.5%Total
      Private Label
    $42.9
      Billion
    
    $42.0
      Billion
    
    +2.2%Total
      Brands
    $220.6
      Billion
    
    $217.5
      Billion
    
    +1.4%Source: IRI/PLMA


Chart 2


Five Year Dollar
Volume Sales Trend (SupermarketChannel)


Total Channel
    
    Private
      Label1999
    $239.1
      Billion
    
    $38.1
      Billion2000
    $249.0
      Billion
    
    $39.1
      Billion2001
    $255.7
      Billion
    
    $41.4
      Billion2002
    $259.4
      Billion
    
    $42.0
      Billion2003
    $263.5
      Billion
    
    $42.9
      BillionSource:
IRI/PLMACombined
Channels (Supermarket and Drug Chains combined)


The pattern of increased sales and
market share for private label food products was also true when analyzing sales in the
combined channels  supermarket and drug. Private label annual unit share gained
ground, advancing to 19.6% from 19.4%. Combined channel data consists of U.S.
supermarkets, drug chains and mass merchandisers, except for Wal-Mart which does not
report its sales data. Store brands out-gained national brands by a nearly three-to-one
margin in dollar volume, +2.4% for private label versus +0.9% for national brands. Sales
of private label products increased by about $1.1 billion over the prior year, a figure
that accounted for 31% of all new business across the combined channels. Total annual
private label business rose to $48.4 billion, which represents an increase of $7.3 billion
since 1998.(4)


Chart 3


Private Label Dollar
Volume: Today vs. A Year Ago (Combined Channels)


Today
    
    Year-Ago
    
    ChangeTotal
      Channel
    $317.7
      Billion
    
    $313.2
      Billion
    
    +1.1%Total
      Private Label
    $48.4
      Billion
    
    $47.3
      Billion
    
    +2.4%Total
      Brands
    $268.3
      Billion
    
    $265.9
      Billion
    
    +0.9%Source:
IRI/PLMA(3)
Id.
at page 3.(4)
Id.
at pg. 6.5
Chart 4


Five Year Dollar
Volume Sales Trend (CombinedChannels)



Total
      Channel
    
    Private
      Label1999
    $289.4
      Billion
    
    $43.0
      Billion2000
    $300.5
      Billion
    
    $44.2
      Billion2001
    $309.1
      Billion
    
    $46.8
      Billion2002
    $313.2
      Billion
    
    $47.3
      Billion2003
    $316.7
      Billion
    
    $48.4
      BillionSource:
IRI/PLMA


Prior Business
Development On August 7, 2000, the Company and
The Sherwin-Williams Company entered into an agreement whereby, Sherwin-Williams agreed to
convert the entire principal amount of its outstanding note having a face value of
$1,281,351, plus all accrued and outstanding interest of $109,037 into 1,390,388 shares of
Series A Redeemable Convertible Preferred Stock (Preferred Stock). The Series
A Redeemable Preferred Stock pays an annual dividend of 139,038 shares of Preferred Stock
for two consecutive years and if the Preferred Stock is not redeemed prior to August 7,
2002, an additional 208,558 shares of Preferred Stock shall be issued to Sherwin-Williams.
If on August 7, 2002, any of the Preferred Stock that has not been redeemed shall be
converted into common stock at a rate equal to 85% of the the Company average
closing trading price for the Company $.001 par value common stock for twenty
consecutive trading days prior to August 7, 2002. On September 3, 2003 Sherwin-Williams
tendered certificates representing all shares of preferred and common stock that it owned
for cancellation. 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. Upon
purchasing the Sta-Dri assets, the Company relocated the manufacturing processes,
marketing and administration of the Sta-Dri products into its Clifton, New Jersey
facility. The purchase price for the Sta-Dri acquisition was 1,000,000 shares of the
Company common stock that was valued at $137,000 based on the average trading price
three days before and after the date the acquisition was agreed to and announced, which
was August 1, 2000. As of August 1, 2001 and until August 1, 2002, the Company had to pay
an additional $6,000 each month in the aggregate to the Sta-Dri shareholders in the event
that the common stock of the Company has not traded above $1.00 per share for twenty
consecutive trading days prior to August 1, 2001. If and when the Company common stock
shall trade in excess of $1.00 per share for twenty consecutive trading days the $6,000
monthly obligation shall terminate. Sta-Dri shareholders have received a judgment against
the Company in the amount of $95,000 for unpaid royalties that stemmed from the
Companys cash flow problems and its litigation with Dime. b.
Financial
Information About Industry Segments  All 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 6   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.
Subsequent
EventsOn June 8, 2005, the Companys
new name and ticker symbol (AHFP) became effective and is currently quoted on the
Over-The-Counter Bulletin Board.


d.
Current
Business OperationThe Company is 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 tradenames Por-Rok and Dash Patch. The second line of products are
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).


The Company currently has its
executive offices at 42 Forest Lane, Bronxville, New York 10708.


e.
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.


f.
Description
of the Companys ProductsAs of the filing of this registration
statement, the following is a list of the Companys products.


POR-ROK PRODUCTS (A Line of Grouts
and Patching Products)


POR-ROK Anchoring Cement 
non-shrink expansion cement that requires only water at the job site to create a pourable,
yet durable, anchoring, patching or grouting compound.


SUPER POR-ROK Exterior Anchoring
Cement  non-shrink expansion cement for exterior applications that requires only
water at the jobsite to create exceptionally high early strengths in the first three days
from installation.


POR-ROK Halco Grout  contains
expansive agents and flow enhancers to provide high strengths yet exceptional flowability
for ease of application.


POR-ROK Aqua Plug  durable
water resistant hydraulic cement which sets in 3-5 minutes. Designed to stop leaks or
running water, patch cracks and fill holes in masonry surfaces. Can be used in interior
and exterior surfaces and sets under water.


POR-ROK Concrete Patch 
requires only mixing of water at jobsite, will level or smooth most concrete or masonry
surfaces and can be used to repair and patch spalled concrete, cracks in masonry, broken
steps and porches. Sets in 40-80 minutes and is stronger than ordinary concrete. Can be
used in interior and exterior surfaces.


7
POR-ROK Dash Patch 
powder-based product that when mixed with water bonds well to concrete, wood or plaster
that is used to smooth surfaces before the placement of carpeting or wood floors. Fills
cracks, ruts and score lines, strong bond adhesion and no shrinkage.


POR-ROK Super Dash Patch 
powder-based product that when mixed with water bonds well to concrete, wood or plaster
that is used to smooth surfaces before the placement of tile, carpeting or wood. Fills
cracks, ruts and score lines, strong bond adhesion and no shrinkage.


POR-ROK Dash Flow  powder-based
product that when mixed with water is used to self-level floors prior to the installation
of new flooring products. This product is used primarily when old floors and being
converted into flooring surfaces and in new construction when newly poured concrete is
either not level or rough and requires a smoother surface.


POR-ROK Lev-L-Astic  used as an
underlayment over concrete, wood, quarry tile, terrazzo, before installing asphalt or
vinyl asbestos, tile, linoleum, and other types of floor surfaces. Eliminates the need for
felt paper over wood surfaces, eliminates high spots on floor, improves bonding base to
new tile and linoleum.


STA-DRI PRODUCTS


STA-DRI Waterproofing Paint (Powder
form)  this product is a cement-based product that is mixed with water and can be
applied to all types of interior and exterior masonry surfaces with a brush or roller to
provide a waterproof surface.


STA-DRI Heavy-Duty Waterproofing
Paint  this product is an oil-based redi-mixed product that can be applied with a
brush or roller and required no addition of water. It can be used on interior and exterior
masonry surfaces and can be tinted with different color additives.


STA-DRI Latex Waterproofing Paint
 this product is a latex-based redi-mixed product that can be applied with a brush
or roller and required no addition of water. It can be used on interior and exterior
masonry surfaces and can be tinted with different color additives.


Sta-Dri All Purpose Sealer 
Clear, colorless sealer for all masonry and wood surfaces. Can be used as a primer for
most paint systems, and as a curing membrane for new concrete. The product is designed to
protect surfaces against deterioration and weathering.


LINK Superbonding Agrent 
Liquid bonding agent that enhances the bond of most surface applied products to masonry.
Can be used as a primer for hard-to-paint surfaces and when mixed with STA-DRI
Waterproofing Paint (Powder form) it enhances the adhesion of this product, al it would
for most paints and coatings.


STA-DRI Concrete Patch  acrylic
resin fortified material that is mixed with water and used to patch all types of concrete
surfaces: sidewalks, patios, driveways and walls.


STA-DRI Waterstop 
quick-setting cement product that is mixed with water and can be used to plug holes in
concrete surfaces even if and will water may be trickling through. The product hardens in
3-5 minutes and can be applied under water.


STA-DRI Anchoring Cement 
fast-setting expanding cement that is mixed with water and used to anchor posts, railings,
mailboxes, bolts, hooks and other devises that require a strong, permanent attachment to a
wall or floor surface.


8
FIBERFORCE PRODUCTS  Fiberforce
products are made from monofilament polypropylene fibers that are cut into specified
lengths. The Company currently markets this product in 4 oz. bags.


g.
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
    ConspecAnchoring
      Cement
    TammsMaster
      BuildersQuikcreteSonnebornSikaW.R. MeadowsChemMastersRockiteUGLTHOROOldcastleSuper
      Por-Rok
    (Same as
      above)Exterior
      AnchoringCement
      &Sta-Dri
      Anchoring CementPor-Rok
    (Same as
      above)Aqua
      Plug &Sta-Dri
      WaterstopPor-Rok
    (Same as
      above)Concrete
      Patch &Sta-Dri
      Concrete PatchPor-Rok
    MapeiHalco
      Grout
    TammsPor-Rok
    MascreteLev-L-Astic
    TammsDependableMapeiDap9
Por-Rok
    DependableDash
      Patch &
    MascreteSuper
      Dash Patch
    TammsArmstrongQEP/RobertsPor-Rok
      Dash Flow
    ArdexDependableDayton-RichmondSta-Dri
      Waterproofing Paint (Powder)
    ThoroUGLQuikcreteSta-Dri
      Waterproofing Paint (Latex)
    ThoroUGLQuikcreteSta-Dri
      Waterproofing Paint (Oil)
    ThoroUGLQuikcreteSta-Dri
      Sealer
    ThompsonLink
      All Purpose Sealer
    ThoroQuikcreteh.
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 tends to be the busier
period for sales, the Company does experience stable sales in the winter months.


i.
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.


j.
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


10
materials will fluctuate
substantially since the majority of the raw materials are commodity items such as sands
and cement.


k.
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.


l.
The
Companys Working Capital Requirements To Operate Its BusinessFor the fiscal year ended May 31,
2005, 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.


m.
No
Backlog OrdersAs of May 31, 2005, the Company did
not have any backlog orders on account of its new business operation as a licensing
company.


n.
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.


o.
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.


11
p.
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.


q.
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.


r.
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 will also continue to assess the prospects of merging with an
operating business to better utilize the Companys publicly-traded status.


s.
Number
of EmployeesAs of May 31, 2005, the Company
employed one (1) full-time employee.




Item 2.
Description of Property


The Companys principal
executive offices are located at 42 Forest Lane, Bronxville, New York 10708, telephone
number 914-337-0231.




Item 3. Legal
Proceedings


On June 18, 2004 the settlement
agreement with Dime was released from settlement. Dime Commercial Corp. v. Novex Systems
International, Inc., Superior Court of New Jersey, Docket No. PAS-L-1577-2.


The 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 Holders


During the fiscal year ended May 31,
2005, the Company held its Annual Meeting of Shareholders on January 28, 2005 in which it
received a majority votes in favor of: changing the Companys name to


12
American Home Food Products,
undertaking a 1-for-7 reverse stock split and ratifying the election of its independent
outside counsel.


PART II




Item 5. Market
for Registrants Common Equity and Related Stockholder Matters


The 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
HARD. The table below presents the high and low closing bid prices for each of
the quarters of the fiscal years ending May 31, 2005 and May 31, 2004, 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. On May 31, 2005, the closing bid price was $.02. The
Company has never paid a cash dividend and does not expect to change its dividend policy
in the foreseeable future.


Effective June 8, 2005, the
Companys ticker symbol was changed to AHFP and 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.


Quarterly Common
Stock Bid Price Ranges


Quarter
    High
    
    Low
    
    Last
      Day of Quarter1st
    $
    .02
    
    $
    .02
    
    August
      31, 20042nd
    $
    .02
    
    $
    .02
    
    November
      30, 20043rd
    $
    .02
    
    $
    .02
    
    February
      28, 20054th
    $
    .02
    
    $
    .02
    
    May
      31, 2005Quarter
    High
    
    Low
    
    Last
      Day of Quarter1st
    $
    .02
    
    $
    .02
    
    August
      31, 20032nd
    $
    .02
    
    $
    .02
    
    November
      30, 20033rd
    $
    .02
    
    $
    .02
    
    February
      28, 20044th
    $
    .02
    
    $
    .02
    
    May
      31, 2004The 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


13
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.




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


Results of Operations


Year ended May 31, 2005
(Fiscal 2005) as compared to May 31, 2004 (Fiscal 2004)


While royalties for the year ending
May 31, 2005 were $209,258 while royalties for the same period ended May 31, 2004, were
$230,275. The Company also generated $15,821 in Other Income.


14
The Company achieved a gross profit
of 100% for the year ending May 31, 2005 due to the Companys termination of its
manufacturing business.


For the year ending May 31, 2005, the
Company generated a net loss of $382,211, which included $160,107 of accrued interest and
non-cash expenses for depreciation and amortization of $50,512.


On a monthly basis, the Company now
incurs approximately $35,000 in selling, general and administrative expenses expense.
The selling general and administrative expenses are predominately 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, 2005, the Company had $19,064
in current assets consisting of royalty receivables of $19,064. The Company has goodwill
of $490,671, which is attributable to the two acquisitions that the Company completed in
1999 and 2000.


Year ended May 31, 2004
(Fiscal 2004) as compared to May 31, 2003 (Fiscal 2003)


Net sales for the year ending May 31,
2003 were $1,046,673, while net sales for the same period ended May 31, 2004 were
$230,275. The decrease in sales was attributable principally to the Company converting
from a manufacturing company to a licensing company that collects royalties.


For the year ending May 31, 2004, the
Company generated a profit of $180,880. Included in this profit was a one-time gain of
$393,517 from the closing of the Companys manufacturing operation and exchange of
its real property and other fixed assets to pay-off debts.


As of May 31, 2004, the Company had
$36,593 in current assets, which consisted principally of accounts receivable of $36,413
with the remaining balance in cash. The Company had goodwill of $541,183, which is
attributable to the two acquisitions that the Company completed in 1999 and 2000.


Selected Financial Data


The following selected historical
statement of operations for the three years ended May 31, 2005, 2004 and 2003 and balance
sheet as of May 31, 2005 and 2004 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 and 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 312003
    
    2004
    
    2005STATEMENT
      OF OPERATIONS
    (Unaudited)
    
    (Unaudited)DATA:Net
      Sales
    $
    1,046,808
    
    $
    230,275
    
    $
    209,258Gross
      Profit
    
    341,773
    
    $
    230,275
    
    $
    209,258Net
      Profit/(Loss)
    
    ($1,566,685
    )
    $
    226,094
    
    
    ($
      382,211
    )Net
      Income/(Loss) Per Common Share
    $
    (.45
    )
    $
    .05
    
    $
    (.11
    )BALANCE
      SHEET DATA:Working
      Capital Deficit
    $
    (4,007,258
    )
    $
    (2,963,354
    )
    
    ($3,295,053
    )Goodwill,
      net
    
    591,695
    
    $
    541,183
    
    $
    490,671Total
      Assets
    
    1,430,327
    
    $
    577,776
    
    $
    509,735Long
      Term Debt
    
    -0-
    
    
    -0-
    
    
    -0-Stockholders
      Deficiency
    
    ($2,648,265
    )
    $
    (2,422,171
    )
    
    ($2,804,382
    )Liquidity and
Financial Resources


As of May 31, 2005, the Company had
$3,314,117 in current liabilities, which includes loans (including interest) that are now
due totaling $2,354,839, 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 $535,325 and accrued taxes of $423,953


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.


The Company is planning to increase
its royalty revenue and use excess cash proceeds to pay down its debt while it continues
to pursue a new business that could be merged with the Company. (See Executive
Summary). With any merger the Company will seek to refinance its debt by either paying
off all debt in cash or an offer of cash and stock. Although the Company is required to
carry its intangible property at a net value of $490,671, it believes that the fair market
value for these assets are much higher. As such, the Company believes that a refinancing
that would enable creditors to receive cash and some additional equity in the company will
eliminate all debts.


Until such time as the Company shall
merge with another entity, its current cash flow is sufficient to meet its fixed monthly
expenses.


15
Inflation and Changing
Prices


The Company no longer manufacturers
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
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, 2005
and 2004. The Company has recently relinquished title to its property and equipment due to
default of its bank line of credit and mortgage on its property. The Company is in arrears
with paying payroll taxes for several months. Those conditions raise substantial doubt
about the abilities 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.


16
Item 7.
Financial Statements



PageReport
      of Independent Registered Public Accounting Firm
    F-2Financial
      Statements:Balance
      Sheet as of May 31, 2005
    F-3Statement of Operations
      for the years endedMay 31, 2005 and
      2004 (Unaudited)
    F-4Statement
      of Changes in ShareholdersDeficiency
      for the year ended May 31, 2005And
      2004 (Unaudited)
    F-5Statement
      of Cash Flows for years ended May 31,2005
      and 2004 (Unaudited)
    F-6Notes
      to Financial Statements
    F-717
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Stockholders
and DirectorsAmerican Home Food Products, Inc.Bronxville, New York


We have audited the accompanying
consolidated balance sheet of American Home Food Products, Inc. (formerly Novex Systems
International, Inc.) as of May 31, 2005, and the related statements of operations,
shareholders deficiency, cash flows for the year then ended May 31, 2005. 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, 2005, and the
results of its operations and its cash flows for the year then ended May 31, 2005, in
conformity with accounting principles generally accepted in the United States.


The accompanying 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 $.4
million for the year ended May 31, 2005, has a working capital deficiency as of May
31, 2005 and in default with certain of its debt holders. 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., LLP
Certified Public AccountantsNew York, New
YorkOctober 12, 2005


F-2

AMERICAN HOME FOOD
PRODUCTS, INC.(FORMERLY NOVEX SYSTEMS
INTERNATIONAL, INC.)BALANCE SHEETMay 31, 2005


ASSETSCURRENT
      ASSETS:Cash
    $
    Royalty/Licensee
      receivable
    
    19,064Total
      Current Assets
    
    19,064INTANGIBLES
      - at cost, net
    
    490,671$
    509,735LIABILITIES
      AND SHAREHOLDERS DEFICIENCYCURRENT
      LIABILITIES:Current
      portion of long term debt
    $
    1,580,006Accounts
      payable
    
    443,506Loans
      payable - shareholder
    
    191,864Accrued
      expenses and other current liabilities
    
    674,787Accrued
      payroll taxes
    
    423,953Total
      Current Liabilities
    
    3,314,117COMMITMENTS
      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 authorized3,606,455
      shares issued and outstanding
    
    3,606Additional
      paid-in capital
    
    8,080,039Accumulated
      deficit
    
    (10,888,027
    )Total
      shareholders deficiency
    
    (2,804,382
    )$
    509,735See notes to financial
statements.


F-3
AMERICAN HOME FOOD
PRODUCTS, INC.(FORMERLY NOVEX SYSTEMS
INTERNATIONAL, INC.)STATEMENTS OF
OPERATIONS



Year
      Ended May 31,2005
    
    2004(Unaudited)ROYALTY
      REVENUE
    $
    209,258
    
    $
    230,275GROSS PROFIT
    
    209,258
    
    
    230,275SELLING,
      GENERAL AND ADMINISTRATIVE
    
    447,183
    
    
    228,283INCOME
      /(LOSS) FROM OPERATIONS
    
    (237,925
    )
    
    1,992OTHER INCOME(
      EXPENSES):Other
      income
    
    15,821
    
    
    Interest
      income (expense)
    
    (160,107
    )
    
    (169,416
    )Gain
      on property conveyance
    
    
    
    
    393,517OTHER
      EXPENSES, net
    
    (144,286
    )
    
    224,102NET INCOME
      (LOSS) BEFORE INCOME TAXES
    
    (382,211
    )
    
    226,094Income Taxes
    
    0
    
    
    0NET INCOME (LOSS)
    
    (382,211
    )
    
    226,094Less: Preferred
      stock dividend
    
    0
    
    
    45,214NET INCOME
      (LOSS) TO COMMON SHAREHOLDERS
    $
    (382,211
    )
    $
    180,880INCOME
      (LOSS) PER COMMON SHARE, basic and diluted
    $
    (0.11
    )
    $
    0.05WEIGHTED
      AVERAGE NUMBER OF COMMONSHARES
      OUTSTANDING, basic and diluted
    
    3,606,455
    
    
    3,606,455See notes to financial
statements.


F-4
AMERICAN HOME FOOD
PRODUCTS, INC.(FORMERLY NOVEX SYSTEMS INTERNATIONAL, INC.)STATEMENT OF CHANGES
IN SHAREHOLDERS DEFICIENCY



Preferred
      Stock
    
    Common
      Stock
    
    Additional
      Paid-in 
      Capital
    
    Accumulated
      Deficit
    
    TotalShares
    
    Amount
    Shares
    
    AmountBALANCE,
      May 31, 2003
    $
    1,644,133
    
    $
    1,644,133
    
    $
    3,749,312
    
    $
    3,749
    
    $
    6,435,763
    
    $
    (10,731,910
    )
    $
    (2,648,265
    )(Unaudited)Share cancellation
    
    (1,644,133
    )
    
    (1,644,133
    )
    
    (142,857
    )
    
    (143
    )
    
    1,644,276
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    226,094
    
    
    226,094BALANCE,
      May 31, 2004
    $
    
    
    $
    
    
    $
    3,606,455
    
    $
    3,606
    
    $
    8,080,039
    
    $
    (10,505,816
    )
    $
    (2,422,171
    )(Unaudited)Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (382,211
    )
    
    (382,211
    )BALANCE,
      May 31, 2005
    $
    
    
    $
    
    
    $
    3,606,455
    
    $
    3,606
    
    $
    8,080,039
    
    $
    (10,888,027
    )
    $
    (2,804,382
    )See notes to financial
statements.


F-5
AMERICAN HOME FOOD
PRODUCTS, INC.(FORMERLY NOVEX SYSTEMS INTERNATIONAL,
INC.)STATEMENTS OF CASH FLOWS


Year
      Ended May 31,2005
    
    2004(Unaudited)CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income (loss)
    $
    (382,211
    )
    $
    226,094Adjustments
      to reconcile net loss to net cashused
      in operating activities:Amortization
      of intangibles
    
    50,512
    
    
    50,512Gain
      on property conveyance
    
    
    
    
    (393,517
    )Reversal
      of excess accruals
    
    
    
    
    66,830Changes
      in assets and liabilities:Accounts
      receivable
    
    
    
    
    68,169Royalty/Licensee
      receivable
    
    17,349
    
    
    (36,413
    )Accounts
      payable
    
    20,379
    
    
    (129,040
    )Accrued
      expenses and other current liabilities
    
    222,924
    
    
    93,735Accrued
      payroll taxes
    
    20,276
    
    
    26,842NET
      CASH USED IN OPERATING ACTIVITIES
    
    (50,771
    )
    
    (26,788
    )CASH
      FLOWS FROM INVESTING ACTIVITIES:
    
    
    
    
    CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from loans payable - shareholders
    
    41,542
    
    
    23,803Proceeds
      from debt financing
    
    9,048
    
    
    NET
      CASH PROVIDED BY FINANCING ACTIVITIES
    
    50,591
    
    
    23,803NET
      INCREASE(DECREASE) IN CASH
    
    (180
    )
    
    (2,985
    )CASH
      AT BEGINNING OF YEAR
    
    180
    
    
    3,165CASH
      AT END OF YEAR
    $
    (0
    )
    $
    180SUPPLEMENTAL
      CASH FLOW INFORMATION:Cash
      paid during the period for:Interest
    $
    
    
    $
    Income
      taxes
    
    
    
    
    Non-cash
      flow and investing and financing activities:Foreclosure
      of property and equipment
    
    
    
    
    767,298Reversal
      of accrued liabilities related to foreclosure
    
    
    
    
    138,943Satisfaction
      of bank debt via foreclosure
    
    
    
    
    414,018Contribution
      of preferred and common equity
    
    
    
    
    1,645,133See notes to financial
statements.


F-6


AMERICAN HOME FOOD
PRODUCTS, INC.(Formerly Novex Systems International, Inc.)NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MAY 31, 2005 AND 2004 (UNAUDITED) 1.
DESCRIPTION
OF BUSINESS  American
Home Food Products, Inc. (formerly, Novex Systems International, 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 PRINCIPLES  a.
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 $382,211 for the year ended May 31, 2005 2005 and a
net income of $226,094 for the year ended May 31, 2004 2004. Such net income
for 2004 was primarily a result of the property conveyance for satisfaction of certain
secured outstanding debt. Additionally the Company had a net working capital deficiency,
a shareholders deficiency and negative cash flow from operations for the years
ended May 31, 2005 and 2004. 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.
Property, Plant and Equipment  As of May 31, 2003, property and equipment
had been recorded at cost. Depreciation was provided on the straight-line method based
upon the estimated useful lives of the respective assets. Property and equipment had been
depreciated over a period of five years. Maintenance, repairs and minor renewals were
charged to operations as incurred, whereas the cost of significant betterments was
capitalized.  In
March 2002, Dime Commercial Corp. commenced a legal action against the Company to secure
payment on the two outstanding notes and a separate action to seek foreclosure on the
real property in an attempt to force the company to pay-off the notes in a reasonable
time period. In April 2003 Dime received a judgment for $1,336,000 and a judgment in
foreclosure on the Companys real property, which was conveyed to Dime, along with
the Companys personal tangible property located at the real property on July 1,
2003, in what the Company believed to be full satisfaction of the judgment. On January
16, 2004, the Company, certain directors, officers and key shareholders of the Companys
common stock signed a definitive settlement agreement. Upon the transfer of the property
and equipment in July 2003, the related costs and accumulated depreciation were
eliminated from the accounts and gains or losses were reflected in operations.  F-7   c.
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. In 2003, the Company had written down its equipment for
an amount in excess of $300,000 due to the restructuring of its operations, whereby the
Company no longer manufactures its products. The manufacturing of its products is
performed by an unrelated party effective January 31, 2003 and the Company now receives a
royalty for each product sold. The equipment was transferred to Dime as part of the
settlement agreement of January 16, 2004. (See Note 2(b) above.)d.
Fair Value of Financial Instruments  The carrying value of cash and cash
equivalents, accounts receivable, other receivables, due to factor, 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.e.
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.f.
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, 2005 and 2004 amounted to approximately $3,583 and $11,769, respectively.g.
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, 2005 and 2004, diluted loss per share is the same as basic loss per share
since the inclusion of stock operations and warrants would be antidilutive.h.
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 year ended 2005 and 2004.i.
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. ActualF-8
results
could differ from those estimates.j.
Comprehensive Income  SFAS No. 130, Reporting Comprehensive Income,
establishes standards for reporting and displaying comprehensive income,
comprising net income and other non-owner changes in equity, in the financial
statements. For all periods presented, comprehensive income was the same as
net income.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.l.
Recent Accounting Pronouncements FASB
151   Inventory CostsIn
November 2004, the FASB issued FASB Statement No. 151, which revised ARB No.43, relating
to inventory costs. This revision is to clarify the accounting for abnormal amounts of
idle facility expense, freight, handling costs and wasted material (spoilage). This
Statement requires that these items be recognized as a current period charge regardless
of whether they meet the criterion specified in ARB 43. In addition, this Statement
requires the allocation of fixed production overheads to the costs of conversion be based
on normal capacity of the production facilities. This Statement is effective for
financial statements for fiscal years beginning after June 15, 2005. Earlier application
is permitted for inventory costs incurred during fiscal years beginning after the date of
this Statement is issued. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.FASB
152  Accounting for Real Estate Time-Sharing TransactionsIn
December 2004, the FASB issued FASB Statement No. 152, which amends FASB Statement No.
66, Accounting for Sales of Real Estate, to reference the financial accounting and
reporting guidance for real estate time-sharing transactions that is provided in AICPA
Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions.
This Statement also amends FASB Statement No. 67, Accounting for Costs and Initial Rental
Operations of Real Estate Projects, to state that the guidance for (a) incidental
operations and (b) costs incurred to sell real estate projects does not apply to
real-estate time-sharing transactions. The accounting for those operations and costs is
subject to the guidance in SOP 04-2. This Statement is effective for financial statements
for fiscal years beginning after June 15, 2005. Management believes this Statement will
have no impact on the financial statements of the Company once adopted.F-9
FASB
153  Exchanges of Non-monetary AssetsIn
December 2004, the FASB issued FASB Statement No. 153. This Statement addresses the
measurement of exchanges of non-monetary assets. The guidance in APB Opinion No. 29,
Accounting for Non-monetary Transactions, is based on the principle that exchanges of
non-monetary assets should be measured based on the fair value of the assets exchanged.
The guidance in that Opinion, however, included certain exceptions to that principle.
This Statement amends Opinion 29 to eliminate the exception for non-monetary exchanges of
similar productive assets and replaces it with a general exception for exchanges of
non-monetary assets that do not have commercial substance. A non-monetary exchange has
commercial substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. This Statement is effective for financial
statements for fiscal years beginning after June 15, 2005. Earlier application is
permitted for non-monetary asset exchanges incurred during fiscal years beginning after
the date of this Statement is issued. Management believes this Statement will have no
impact on the financial statements of the Company once adopted.FASB
123 (revised 2004)  Share-Based PaymentsIn
December 2004, the FASB issued a revision to FASB Statement No. 123, Accounting for Stock
Based Compensation. This Statement supercedes APB Opinion No. 25, Accounting for Stock
Issued to Employees, and its related implementation guidance. This Statement establishes
standards for the accounting for transactions in which an entity exchanges its equity
instruments for goods or services. It also addresses transactions in which an entity
incurs liabilities in exchange for goods or services that are based on the fair value of
the entitys equity instruments or that may be settled by the issuance of those
equity instruments. This Statement focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment transactions. This
Statement does not change the accounting guidance for share-based payment transactions
with parties other than employees provided in Statement 123 as originally issued and EITF
Issue No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or Services. This
Statement does not address the accounting for employee share ownership plans, which are
subject to AICPA Statement of Position 93-6, Employers Accounting for Employee
Stock Ownership Plans.A
nonpublic entity will measure the cost of employee services received in exchange for an
award of equity instruments based on the grant-date fair value of those instruments,
except in certain circumstances.A
public entity will initially measure the cost of employee services received in exchange
for an award of liability instruments based on its current fair value; the fair value of
that award will be re-measured subsequently at each reporting date through the settlement
date. Changes in fair value during the requisite service period will be recognized as
compensation cost over that period. A nonpublic entity may elect to measure its liability
awards at their intrinsic value through the date of settlement.F-10
The
grant-date fair value of employee share options and similar instruments will be estimated
using the option-pricing models adjusted for the unique characteristics of those
instruments (unless observable market prices for the same or similar instruments are
available).Excess
tax benefits, as defined by this Statement, will be recognized as an addition to
paid-in-capital. Cash retained as a result of those excess tax benefits will be presented
in the statement of cash flows as financing cash inflows. The write-off of deferred tax
assets relating to unrealized tax benefits associated with recognized compensation cost
will be recognized as income tax expense unless there are excess tax benefits from
previous awards remaining in paid-in capital to which it can be offset.The
notes to the financial statements of both public and nonpublic entities will disclose
information to assist users of financial information to understand the nature of
share-based payment transactions and the effects of those transactions on the financial
statements.The
effective date for public entities that do not file as small business issuers will be as
of the beginning of the first fiscal year that begins after June 15, 2005. For public
entities that file as small business issuers and nonpublic entities the effective date
will be as of the beginning of the first fiscal year that begins after December 15, 2005.
Management intends to comply with this Statement at the scheduled effective date for the
relevant financial statements of the Company. Management believes the effects of adopting
this revision to FASB 123, will approximate recording those amounts currently reported as
compensation herein on a pro-forma basis as allowed under FASB 123.FIN
47  Accounting for Asset Retirement ObligationsIn
March 2005, FASB Interpretation No.47 FIN 47 was issued, which clarifies
certain terminology as used in FASB Statement No. 143, Accounting for Asset Retirement
Obligations. In addition it clarifies when an entity would have sufficient information to
reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective
no later than the end of fiscal years ending after December 15, 2005. Early adoption of
FIN 47 is encouraged. Management believes the adoption of FIN 47 will have no impact on
the financials of the Company, once adopted.FASB
154   Accounting Changes and Error CorrectionsIn
May 2005, the FASB issued FASB Statement No. 154, which replaces APB Opinion No.20 and
FASB No. 3. This Statement provides guidance on the reporting of accounting changes and
error corrections. It established, unless impracticable retrospective application as the
required method for reporting a change in accounting principle in the absence of explicit
transition requirements to a newly adopted accounting principle. The Statement also
provides guidance when the retrospective application for reporting of a change in
accounting principle is impracticable. The reporting of a correction of an error by
restating previously issued financial statements is also addressed by this Statement.
This Statement is effective for financial statements forF-11
fiscal
years beginning after December 15, 2005. Earlier application is permitted for accounting
changes and corrections of errors made in fiscal years beginning after the date of this
Statement is issued. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.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 2004,
with C.G.M., Inc. of Ben Salem, 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.
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.
PROPERTY,
PLANT AND EQUIPMENTIn
March 2002, Dime Commercial Corp. commenced a legal action against the Company to secure
payment on the two outstanding notes and a separate action to seek foreclosure on the
real property in an attempt to force the company to pay-off the notes in a reasonable
time period. In April 2003 Dime received a judgment for $1,336,000 and a judgment in
foreclosure on the Companys real property. The real property was conveyed to Dime,
along with the Companys personal tangible property located at the real property,
all with a recorded value of $767,298, on July 1, 2003 in what the Company believed to be
full satisfaction of the judgment. On January 16, 2004, the Company, certain directors,
officers and key shareholders of the Company common stock signed a definitive settlement
agreement.6.
DEBT
AND EQUITY TRANSACTIONOn
September 3, 2003, The Sherwin-Williams Company (Sherwin) surrendered for
cancellation all of its 1,000,000 shares of common stock and all of its 1,644,133 shares
of preferred stock, including accrued dividends after February 28, 2003. The decision was
based solely on Sherwins review of its mandatory right to convert its preferred
shares into common stock pursuant to an agreement reached on August 7, 2000, which upon
exercise would have resulted in Sherwin owning over 90% of the companys common
stock. Under the circumstances Sherwin preference was to terminate its entire ownership
interest in the Company, versus having to assume a substantialF-12
controlling
interest in the Company pursuant to the terms and conditions of the August 7, 2000
agreement.Effective
September 3, 2003, the Company has terminated all of its preferred shares having had a
liquidation preference of $1.00 per share, or a face value of $1,644,133, and has reduced
its issued and outstanding common stock by 142,857 shares to 3,606,455.7.
ACCRUED
EXPENSES AND OTHER LIABILTIESAs
of May 31, 2005, accrued expenses and other liabilities consist of the following:Accrued
        interest payable
      $
      569,337Other
        accrued
      
      105,450$
      674,7878.
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. 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, 2005 was $267,035.  The amortization expense will
approximate $38,000 per annum for the next five years.9.
INCOME
TAXESAt
May 31, 2005, the Company has available unused net operating loss carryforward (NOL)
of approximately $10,900,000 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.2005Deferred
        tax asset:Net
        operating loss carryforward
      $
      3,706,000Valuation
        allowance
      
      (3,706,000
      )Net deferred
        tax asset
      $
      F-13
A
reconciliation of the statutory federal income tax benefit to actual tax benefit is as
follows:2005
    
    2004Statutory
      federal income tax benefit
    $
    130,000
    
    $
    61,500Income
      tax benefit not utilized
    
    (130,000
    )
    
    (61,500
    )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, 2004 or May 31, 2005.10.
LONG
TERM DEBTAt
May 31, 2005, long-term debt consists of:Notes
      payable (a)
    $
    1,120,958Debenture
      payable (b)
    
    125,000Dime
      note payable (c)
    
    0Notes payable
      (d)
    
    325,000Notes
      payable (e)
    
    9,0481,580,006Less:
      Unamortized debt discount
    
    01,580,006Less:
      Current portion
    
    1,580,006$
    The Company is
in default of substantially all of the aforementioned debt, as such debt has
matured or is being litigated.a)
In
the year ended May 31, 2002, the Company raised an additional $125,000 from the same
holder of the notes payable of $886,000 at May 31, 2001. 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. In connection with
the notes payable the Company issued 750,000 shares of common stock as consideration for
the financing and recorded as debt discount of $95,950 during the year ended May 31,
2001. During the year ended May 31, 2002, the Company issued 261,000 shares of common
stock relating to the issuance and extension of the existing debt. These common shares
were valued at $27,597 and recorded as an expense.F-14
In
December 2002, a note holder signed an agreement to forbear from pursuing any claims
against the Company to seek repayment of outstanding principal and interest due on the
promissory notes purchased from the Company. In consideration for signing the agreement,
the Company agreed to pay the note holder $50,000 on the additional condition that the
note holder tender to the Company for cancellation, 625,000 shares of the Companys
$.001 par value common stock it is holding. The $50,000 payment was allocated $40,625 to
interest expense and $9,375 to the repurchase of common stock.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.c)
The
Company had been obligated to Dime Commercial Corp. for $704,668 under a term loan. The
term loan has been recorded net of a discount of $8,200 as a result of the put warrant.
Amortization of discount charged to operations for fiscal year 2002 was $1,400. The loan
provided for monthly interest payments based on the prime rate plus four percent.
Installments due under the loan began on March 13, 2000 in the amount of $7,722 per
month. The loan matured on August 13, 2002 with a balloon payment of $655,000. There was
a put warrant granted with the term loan, exercisable at $.25 and having an expiration
date of September 1, 2002. In accordance with Emerging Issues Task Force No. 96-13 Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled In, a Companys
Own Stock, we had allocated $21,037, to the put warrant and recorded the amount as
part of long-term debt as of May 31, 2002. The put warrant expired in August 2002 and the
remaining recorded value of such warrant was recorded as a contribution to equity. The
note was collateralized by all of the Companys property, plant and equipment at the
Clifton facility. As of May 31, 2003, the Company was not in compliance with several of
the financial covenants and had not received a waiver from the bank. Therefore, long-term
debt was classified in the balance sheet as current liabilities.d)
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 400,000 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 transaction immediately prior to closing. In
April 2004, the investors commenced litigation against the Company and its president for
repayment of the loans.e)
Included
in  long-term  debt is a revolving  non-interest  bearing  loan owing to AHF  Acquisition
 Corp.  in the amount of            $9,048.  AHF Acquisition  Corp.  provides  monthly
working capital to the Company which is immediately paid upon receipt of            the
following months royalty payment.F-15
11.
SHAREHOLDERS DEFICIENCYPreferred
StockOn
August 7, 2000, the Company issued cumulative 10% series A convertible redeemable
preferred stock (series A preferred stock) for $1,281,351 in notes payable
plus accrued interest of $109,037. The series A preferred stock had a liquidation
preference of $1.00 per share plus declared and unpaid dividends. The series A preferred
stock could have been redeemed at the option of the issuer at any time and any number of
shares including unpaid dividends until August 7, 2002. Furthermore, the Company had
provided the holder with the right to purchase any shares of the Companys common
stock offered for sale or securities convertible into its common stock from August 7,
2000 until August 12, 2002. Additionally, the Company could not declare and pay any cash
or stock dividends to any other class of equity securities until the series A preferred
stock had been redeemed or converted to common stock.The
series A preferred stock shall accrue dividends at a rate of 10% per year and on each
anniversary date of the issuance of these shares the Company will issue one additional
share of series A preferred stock for each one-dollar amount of unpaid dividends payable.After
August 7, 2002, if any shares of the series A preferred stock are outstanding, including
unpaid dividends, the Company will be required to declare a special dividendequal
to 15% of the value of the series A preferred stock and therefore issues additional
shares of series A preferred stock. Further, the series A preferred stock will
automatically convert to common stock at a rate equal to 85% percent of the average
trading price for the twenty consecutive days prior to August 7, 2003. Should the Companys
common stock remain at its current low prices, upon the maturity date of August 7, 2003,
the Company may be required to issue sufficient common shares to effectuate a change in
control of the Company.During
2002, the Company issued 253,745 shares of preferred stock for dividends attributed to
the terms of the preferred stock through May 31, 2002.During
2003, the Company did not issued the 164,413 dividends attributed to the terms of the
preferred stock through May 31, 2003, since the Company was in active negotiations to
acquire or eliminate such series A preferred stock.On
September 3, 2003, The Sherwin-Williams Company (Sherwin) surrendered for
cancellation all of its 142,857 shares of common stock and all of its 1,758,839 shares of
preferred stock, including accrued dividends after February 28, 2003. The decision was
based solely on Sherwins review of its mandatory right to convert its preferred
shares into common stock pursuant to an agreement reached on August 7, 2000, which upon
exercise would have resulted in Sherwin owning over 90% of the companys common
stock. Under the circumstances Sherwin preference was to terminate its entire ownership
interest in the Company, versus having to assume a substantial controlling interest in
the Company pursuant to the terms and conditions of the August 7, 2000 agreement.F-16
Effective
September 3, 2003, the Company has terminated all of its preferred shares having had a
liquidation preference of $1.00 per share, or a face value of $1,758,359, and has reduced
its issued and outstanding common stock by 142,857 shares to 3,606,455.Common
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.b.
Equity
transactions during fiscal year 2004 were as follows:
The
 Sherwin  Williams  Company  surrendered  for  cancellation  all of its 142,857  shares
of common  stock and all of its                                   1,644,133  shares or
 preferred  stock  including  accrued  dividends  after May 31,  2002 paid with
                                  preferred stock.
The
Company  terminated all of its preferred  stock having had a liquidation  preference of
$1.00 per share on a face value                                   of  $1,644,133  and has
 reduced  its  issued and  outstanding  common  stock by  142,857  shares to
                                  3,606,455, resulting in a contribution to capital in
the amount of $1 million.c.
Equity
transactions during fiscal year 2005 were as follows:
In
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.F-17
12.
STOCK
OPTIONSThe
following table summarizes the activity with regard to options and warrants for the years
ended May 31, 2004 and 2005. No options or warrants were granted, cancelled or exercised
in fiscal 2004.Stock
      Options
    
    WarrantsOptions
    
    Exercise
      Price
    
    Exercisable
    Warrants
    
    Exercise
      Price
    
    ExercisableMay
      31, 2004
    253,346
    
    0.49
      - 3.50
    
    253,346
    
    115,766
    
    0.49-140.00
    
    115,766Options/Warrants
      Expired
    (253,346
    )
    0.49
      - 3.50
    
    (253,346
    )
    (37,195
    )
    0.49-140.00
    
    (37,195
    )May
      31, 2005
    0
    
    0
    
    0
    
    78,571
    
    0.49
    
    78,57113.
COMMITMENTS
AND CONTINGENCYa.
The
Company leased an automobile,  telecommunication  and  reproduction  equipment  under
long-term  lease  agreements.  These lease                      agreements  require
 cumulative  monthly payments of approximately  $880 per month for the terms of the
respective  leases                      expiring between December 2003 and February 2004.
 All leases expired, without renewal, and no further commitments exist.b.
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. 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.c.
During
fiscal 1997, a shareholder commenced an action against the Company and its former
President to enjoin the Company and the former President from taking any action that
would restrict the sale of common stock that he allegedly owns. In the opinion of
management, this action is without merit and will not have a material adverse effect on
the Companys financial position or results of operations.d.
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 which a $95,000 judgement
has been rendered against the Company.e.
The
Company operates from the residence of its chief executive officer rent free.
Including the non payment of royalties to a former shareholder which a $95,000
judgement has been rendered against the Company.F-18


Item 8.         Changes
in and Disagreements with Accountants on Accounting and Financial
                Disclosure The 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, 2005
and has had no disagreements with them. The company elected to discontinue its
independent auditor relationship with the firm of Radin Glass & Co., P.C. for this
fiscal year. The company did not have any disagreements over accounting policies or
practices with Radin Glass & Co. Prior to the engagement of Sherb
& Co., neither the Company nor anyone on its behalf consulted with such firm
regarding the application of accounting principles to a specified transaction, either
completed or uncompleted, or type of audit opinion that might be rendered on the Companys
financial statements. The 2004 financial statements
included in this filing were audited by Radin Glass & Co. The audit opinion for such
financial statements has not been included due to unpaid fees. The audit opinion for
the year 2004 will be included by an amendment to this filing upon resolution of the fees outstanding. Item 8A. Controls and
Procedures. Our principal executive officer and
principal financial officer evaluated the effectiveness of the Companys disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securites
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 controls and procedures are effective in providing
reasonable assurance that the information required to be disclosed in this report has
been recorded, processed, summarized and reported as of the end of the period covered by
this report. 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 III  Item 9. Directors and
Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act The following provides certain
information concerning the directors and executive officers of the Company and its
subsidiaries as of May 31, 2005. Name
    Aqe
    
    PositionWilliam
      K. Lavin
    61
    
    Chairman,
      SecretaryDaniel
      W. Dowe
    43
    
    Director,
      Presidentand
      Chief Executive OfficerEdward
      J. Malloy
    69
    
    DirectorKevin DeMatteis
    41
    
    Director  William 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 Venator) from 1993 to 1994 and immediately before that
position he served as Woolworths Chief Administrative and Financial Officer. Mr.
Lavin also serves on the board of directors of the Allegheny Corporation (NYSE:Y) and
Chicago Title Corporation (NYSE:CTZ). 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. Mr. Dowe has agreed to serve in this capacity for a
three year period pursuant to a written employment agreement and will have an option to
serve for an additional three year period. He was the founder of Dowe & Dowe, a New York
City-based law firm that provided legal services to the Company. From 1993 to November
17, 1997, Mr. Dowe practiced corporate and securities law at his firm. 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. 18   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 Compensation


The following table shows all
remuneration in excess of $100,000 paid by the Company and its subsidiaries through May
31, 2005, to all directors and officers:


Table 1


Summary Compensation
Table



Name
      
      and 
      Princi- 
      pal 
      Position
    Annual
      compensation
    
    Long-Term
      Compensation AwardsYear
    
    Compen-
      
      Salary
      ($)
    
    Bonus
      ($)
    
    Other
      
      Annual 
      Restricted
      Stock 
      Comp. 
      ($)
    Securi- 
      ties 
      Underly-
      ing 
      Options 
      Awards 
      (#)
    
    SARs
      #)
    
    Other
      
      LTIP 
      Payout
      ($)
    
    All
      
      Other
      ($)DanielDowePresident
    2005
    
    $
    180,0002004
    
    $
    180,0002003
    
    $
    180,00019
Item 11.
Security Ownership of Certain Beneficial Owners


DIRECTORS AND
EXECUTIVE OFFICERS


The following table shows the amount
of common stock owned as of May 31, 2005 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
    
    11.00
    %Director,
      PresidentWilliam
      K. Lavin
    15,045
    
    0.4
    %Chairman,
      SecretaryKevin DeMatties,
      Director
    28,571
    
    0.8
    %Edward
      J. Malloy, Director
    9,331
    
    0.3
    %All Directors
      and Officersas a group
    462,903
    
    12.6
    %1.
The
class includes stock options and stock warrants granted to the directors and officers
before May 31, 2003 which are deemed by            the Company to be acquirable by the
beneficial owner within 60 days of the date of this Form 10-KSB by exercise of the option
or            warrant.  As of May 31, 2005 there were 3,606,455 shares issued and
outstanding and 3,685,026 on a fully diluted basis.            Percentages are stated on
a fully diluted basis.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 (1)
    Amount and
      Nature
      of Beneficial
      Ownership
    
    Percent
      of
      ClassNot
      Applicable.20
Item 12.
Related Transactions


Mr. 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.




Item 13.
Exhibits


Page(A)

The
following financial statements and       supplementary data are included
in       Part II Item 8Report
        of Independent Required Public Accounting Firm
      F-2Financial
        Statements:Balance
        Sheet as of May 31, 2005
      F-3Statement
        of Operations for the years endedMay 31,
        2005 and 2004 (Unaudited)
      F-4Statement
        of Changes in ShareholdersDeficiency
        for the year ended May 31, 2005And 2004
        (Unaudited)
      F-5Statement
        of Cash Flows for years ended May 31,2005
        and 2004 (Unaudited)
      F-6Notes
        to Financial Statements
      F-721
(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 pageof 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 Principal Executive
and Financial Officer32

Certification
Pursuant to Section 1350 As Adopted Pursuant to            Section 906 of the
Sarbanes-Oxley Act of 200222
Item 14. Principal
Accountant Fees and Services


AUDIT FEES


The aggregate fees billed and
unbilled for the fiscal years ended May 31, 2004 and 2005 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 $11,000, respectively.


AUDIT-RELATED FEES


There were no audit-related fees for
the fiscal years ended May 31, 2004 and 2005 for assurance and related services rendered
by our principal accountants 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, 2004 and 2005 for tax related or other services rendered by
our principal accountants in connection with the preparation of our federal and state tax
returns was $0 and $ -0-, respectively.


APPROVAL OF NON-AUDIT SERVICES AND
FEES


None


23
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. Dowe
              Daniel W. Dowe, Chief Executive Officer       And Chief Financial Officer


Dated: October 12, 2005


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
    
    October
      12, 2005
      Daniel W. Dowe/ss/
      William K. Lavin
    
    Director
    
    October
      12, 2005
      William K. Lavin/ss/
      Edward J. Malloy
    
    Director
    
    October
      12, 2005
      Edward J. Malloy/ss/
      Kevin DeMatteis
    
    Director
    
    October
      12, 2005
      Kevin DeMatteis24