SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.


                                   FORM 10-QSB

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTER PERIOD ENDED JANUARY 31, 2000


                           Commission File No. 0-25109


                         Integrated Food Resources, Inc.
                         -------------------------------
                 (Name of Small Business Issuer in Its Charter)


        State of Nevada                                          93-1255001
        ---------------                                          ----------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)


                 6700 S.W. Sandburg Street, Tigard, Oregon 97223
                 -----------------------------------------------
                    (Address of Principal Executive Offices)


                                  503-598-4375
                                  ------------
                            (Issuer's Telephone No.)


Issuer has (1) filed all reports required to be filed by Section 13 or 15(d) of
the Exchange Act during the past 12 months (of for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

As of January 31, 2000, there were 16,198,966 shares of Class A Common Stock
issued and outstanding.

<PAGE>
PART I FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                           CONSOLIDATED BALANCE SHEET
                                    UNAUDITED
                             AS OF JANUARY 31, 2000

Assets

Current Assets
Cash                                                     $   103,070
Accounts Receivable                                           38,895
Intercompany Receivable                                            -
Inventory                                                          -
Prepaid Expenses                                             100,000
Prepaid Interest                                                   -
                                                         ------------
Total Current Assets                                         241,965

Fixed Assets
Office and Fact. Equip                                        12,582
Tuna Packing Plant                                                 -
Less Accumulated Depreciation                                 (8,164)
Land Held for Development                                 74,498,400
Valuation Adj-Foreign Land Grant                         (74,498,400)
Other Assets                                                   5,100
                                                         ------------
Total Fixed Assets                                             9,518

Intangible Assets
Goodwill                                                           -
Less: Amortization                                                 -
                                                         ------------
Total Intangible Assets                                            -

Total Assets                                             $   251,483
                                                         ============

Liabilities

Current Liabilities
Accounts Payable                                         $    84,269
Due from IFR                                                       -
Notes Payable (Stockholder)                                  437,425
Short Term Notes Payable                                     125,000
                                                         ------------
Total Current Liabilities                                    646,694

Long Term Liabilities
Longterm Capital Lease                                             -
Long Term Note Payable - Stockholder                               -
Long Term Note Payable - Third Party                               -
                                                         ------------
Total Long Term Liabilities                                        -


Total Liabilities                                            646,694

Equities
Preferred Stock, $.001 par value 10,000,000 shares
  authorized,  4,067,087 issued and outstanding                4,067
Additional  Paid-in-capital(Preferred)                     8,062,222
Class A Common Stock, $.001 par value, 50,000,000
  shares authorized,  16,198,966 issued and outstanding       16,199
Additional  Paid-in-capital(Common)                          213,352
Contributed Capital                                                -
Retained Earnings                                         (8,439,693)
Net Income                                                  (251,359)
                                                         ------------
Total Equity Accounts                                       (395,212)

Total Liablilities & Owners Equity                       $   251,483
                                                         ============

<PAGE>
<TABLE>
<CAPTION>
                        CONSOLIDATED STATEMENTS OF INCOME
                                    UNAUDITED
                     FOR THE PERIOD ENDING JANUARY 31, 2000

                                            Quarter Ended January 31            Six Months Ended January 31
                                             2000              1999               2000              1999
                                         -------------     -------------      -------------     -------------

<S>                                      <C>               <C>                <C>               <C>
Gross Sales                              $          -      $    266,155       $          -      $    433,245

Cost of Goods Sold                                  -            85,536                  -           148,746

Selling, General and Admin Expenses

Administrative/Consulting                     187,090           182,512            236,203           327,851
Other selling and general                           -           182,565                  -           316,623
Depreciation & Amortization                       871           127,136              1,742           255,518
Interest Expense                                6,434             4,184             13,414           110,968
Miscellaneous Expense                               -                 -                  -                 -
                                         -------------     -------------      -------------     -------------
Total Operating Exp.                          197,395           496,398            251,359           726,462

Total Income                                 (194,395)         (315,780)          (251,359)         (726,462)
                                         -------------     -------------      -------------     -------------

Other Income
Interest Income                                     -                 -                  -                 -
Miscellaneous Income                                -                 -                  -                 -
                                         -------------     -------------      -------------     -------------
Total Other Income                                  -                 -                  -                 -
                                         -------------     -------------      -------------     -------------

Net Income                               $   (194,395)     $   (315,780)          (251,359)         (726,462)
                                         =============     =============      =============     =============
</TABLE>

<PAGE>
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                    UNAUDITED
                     FOR THE PERIOD ENDING JANUARY 31, 2000

CASH FLOWS RLATED TO OPERATING ACTIVITIES
Net Loss                                                 $   (251,359)

Adjustments to reconcile net loss to cash from
  operating activities:

Depreciation and Amortization                                   1,742
Increase/Decrease in:
Receivables                                                    (5,042)
Note Receivable                                                     -
Inventories                                                         -
Prepaid Expenses                                                2,217
Accounts Payable                                               23,890
Accrued Liabilities                                                 -
                                                         -------------
Net Cash From Operating Activities                             22,807

Cash Flows Related Investing Activites
Purchase of Equipment                                            (231)
Tuna Packing Plant Costs                                            -
Other Assets                                                        -
Goodwill                                                            -
                                                         -------------
Net Cash from Investing Activities                               (231)

CASH FLOWS RELATED TO FINANCING ACTIVITIES
Proceeds from Short-Term Related-Party Notes Payable          205,325
Proceeds from Third-Party Notes Payable                       125,000
Proceeds from Long-Term Capital Lease                               -
Proceeds from Long-Term Third-Party Notes Payable                   -
Proceeds from Long Term Stockholders Notes Payable                  -
Issuance of Preferred Stock                                         -
Issuance of Common Stock                                            -
Additional Paid-in-Capital-Preferred                                -
                                                         -------------
Net Cash from Financing Activities                            330,325

Net Increase (Decrease) in Cash                               101,542

CASH, BEGINNING OF PERIOD                                       1,527

CASH, END OF PERIOD                                      $    103,069

<PAGE>
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                    UNAUDITED
                     FOR THE PERIOD ENDING JANUARY 31, 2000
<TABLE>
<CAPTION>

                                 Common Stock            Preferred Stock                                               Total
                                 ------------            ---------------          Additional        Accumulated     Stockholders'
                              Shares      Amount        Shares      Amount      Paid-in-Capital       Deficit          Equity
                            ----------   --------     ---------   ---------     ---------------     -----------     -------------

<S>                         <C>          <C>          <C>         <C>              <C>              <C>               <C>
Balance July 31, 1999       16,198,966   $ 16,199     4,067,087   $   4,067        $ 8,275,574      $(8,439,693)      $ (143,853)

Contributed Capital                                                                                                            -

Net Loss                                                                                               (251,359)        (251,359)

Balance January 31, 2000    16,198,966   $ 16,199     4,067,087   $   4,067        $ 8,275,574      $(8,691,052)      $ (395,212)
</TABLE>

<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
-------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

Review of Operating Results

Seabourne Ventures, Inc.  (Seabourne)

         As  previously  disclosed  in Form 10-QSB for the 2nd quarter of Fiscal
Year  1999,  all tuna  packing  operations  have been  suspended  while  Company
management  identifies and  establishes the necessary means to take full control
of the sourcing  operation for raw material.  The key to asserting  this control
remains  the  deployment  of the  Company's  own fleet of  fishing  and  factory
processing vessels.

Integrated Food Finance Corp. (IFFC)

         Morningstar Finance, Inc., an Oregon corporation,  was organized by the
Company as a wholly owned  subsidiary to obtain debt financing for the Company's
projects.  On September 7, 1999,  it filed  Restated  Articles of  Incorporation
changing its name to Integrated Food Finance Corp.

         The Company  received a Letter of  Commitment  dated  November 17, 1999
from CDC Capital,  Inc.,  an  institutional  lender and the U.S.  affiliate of a
major European financial institution, for $201,816,000. The loan will be made to
IFFC, and when the commitment is funded, IFFC will issue its 7% Senior Notes due
in December 2001 to this  institutional  lender. The loan will be collateralized
by a  stand-by  letter of  credit  issued by a major  European  bank.  It is the
Company's  intent to apply the  proceeds  from this funding  arrangement  to the
construction   of  the  fishing  vessels  and  to  the  development  of  Project
Harvest(R).  The Company anticipates that the financing will be completed before
the end of the 3rd quarter of fiscal year 2000.

         "Safe Harbor" Statement under the Private Securities  Litigation Reform
Act of 1995:  Statements in this  disclosure  regarding IFR's business which are
not historical  facts are  "forward-looking  statements"  that involve risks and
uncertainties.  These  potential  risks and  uncertainties  could  cause  actual
results to differ from those  contained in the  forward-looking  statements  and
include, without limitation,  IFR's ability to prove its business model and gain
operating  efficiencies,  its ability to enter  different  and diverse  vertical
markets,  the effects of  government  regulation,  its  dependence  on a limited
number of  enterprise  customers and our limited  relationships  with buyers and
sellers.  These and other risk  factors are  described  in detail the  company's
filings with the Securities and Exchange Commission.


Capital Needs and Future Requirements

Seabourne

         The Company's  vision for Seabourne  includes the  construction  of six
combination  fishing/factory  ships at an approximate cost of $180 million.  The
design of these fishing vessels has been completed.  It is anticipated  that the
first vessels will be operational by the fourth quarter of fiscal year 2001.

IFFC

         IFFC continues to pursue and investigate  global funding  opportunities
in order to support the development and  implementation of the Company's various
projects.  To date,  IFFC's efforts have produced the Letter of  Commitment.  No
other funding arrangements have been finalized.


<PAGE>

Capital-Intensive Projects

         Project  Harvest(R)  continues to advance  through the  development and
planning  process.  Project  Harvest(R) is the  Company's  business-to-business,
e-commerce  platform.  It will link global  buyers and sellers of food  products
with each other, and enable them to conduct secure internet transactions. Buyers
will be  empowered  to identify  specific  suppliers  who meet their  customized
requirements  for  hazard  control,  food  safety,  process  control,   hygiene,
manufacturing  practices,  financial stability and product quality.  The Project
Harvest(R)  technology will enable suppliers to create a global customer base by
broadening the reach of their marketing programs. Project Harvest(R) will create
the first global rating standards for production facilities and product quality.

         The  Company's  expected  funding  requirements  to finish the software
development,  hire the management team and complete the business plan remains as
previously disclosed at approximately $10 million.  These funds will be provided
from the proceeds of the Letter of Commitment.


PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         The  Company's   previously  disclosed  civil  action  against  Kennedy
Funding, Inc. (KFI) has been resolved through out-of-court settlement.  Previous
indications  throughout  the course of this action pointed to a judgement in the
Company's  favor.  The Company has now been lead to believe that its position in
this case has been impinged by factors beyond the its control. Given this change
in circumstances, Management made the decision to pursue a negotiated settlement
rather than continue to expend resources in this matter.  The Company received a
settlement from KFI in the amount of $27,000.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

         During  the  covered  period,  there  were no  changes in the number of
issued and  outstanding  shares in any class of the  Company's  securities.  The
total  of Class A  Common  Stock  issued  and  outstanding  as of the end of the
Company's first fiscal quarter is 16,198,966 shares.

ITEM 3 - DEFAULTS ON SENIOR SECURITIES

         During  the  covered  period,  there  were no  defaults  on any  senior
securities.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         During the covered  period,  no matters were submitted to a vote of the
shareholders.

ITEM 5 - OTHER INFORMATION

         The  following  additional  matters  of  interest  occurred  during the
covered period.

         On October 8, 1999, the Board  reappointed  Oxford Transfer & Registrar
as the Company's stock transfer agent.

         On December 1, 1999,  Mr. Hugh Latif  tendered  without  reservation or
disagreement his resignation from the Board of Directors.



<PAGE>

ITEM 6 - EXHIBITS
<TABLE>
<CAPTION>
                                INDEX TO EXHIBITS

                                                                                 Incorporated by
                                                       Filed                     Referenced from
No.      Exhibit Description                           Here         Form         Date      Exhibit
<S>      <C>                                           <C>         <C>         <C>         <C>
3.8      Restated Articles of Incorporation
         of Morningstar Finance, Inc.                   No         10-KSB      12/20/99      3.8

27       Financial Data Schedule                        Yes

99.1     Letter of Commitment from CDC
         Capital, Inc. dated November 17, 1999          No         10-SB       12/15/99     99.1

</TABLE>
<PAGE>
                                   SIGNATURES

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






                                   Integrated Food Resources, Inc.
                                   ----------------------------------
                                  (Registrant)


                                   /s/Alain L. de la Motte
                                   ----------------------------------
                                   Alain L. de la Motte
                                   Chief Executive Officer