---

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

**FORM 10-QSB**

|(Mark One)                                                                                   
|---------------------------------------------------------------------------------------------
|[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934. 
|For the quarterly period ended **March 31,
      2004**                                      
|[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.
|For the transition period from ___________to___________.                                     
|Commission file number:
  **333-87200**                                                      

|**THE INTERNATIONAL WHITE TEA COMPANY**                                                     
|--------------------------------------------------------------------------------------------
|(Exact name of
      small business issuer in its charter)                                  
|**Nevada**                                                                                  
|(State or jurisdiction of
      incorporation or organization)                              
|**4894 Lone Mountain Road**                                                                 
|**Las Vegas, Nevada 89130**                                                                 
|(Address of
      principal executive offices)                                              
|**(702) 521-6074**                                                                          
|(Issuer's
      Telephone Number)                                                           
|**N/A**                                                                                     
|(Former name,
      former address and former fiscal year, if changed since last
    report)
|**M.C.F.T.Y. NATIONAL**                                                                     
|**4894 Lone Mountain Road**                                                                 
|**Las Vegas, Nevada
  89130**                                                               

**APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS**

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes[] No[]

**APPLICABLE ONLY TO CORPORATE ISSUERS**

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: **As of March 31, 2004,
the registrant has outstanding 3,180,929 shares of common stock**.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

---

**TABLE OF CONTENTS**



|**PART I - FINANCIAL INFORMATION . . . .
    1**                                                                               
|-------------------------------------------------------------------------------------------------------------------------------
|**Item 1. Financial Statements . . . .1**                                                                                      
|***Accountant's Review Report* . . . .
    1**                                                                                 
|***Balance Sheet (Unaudited) September 30, 2003* . . . .
    2**                                                               
|***Statement of Operations (Unaudited) For the Nine Months
      Ended September 30, 2003* . . . .
    3**                     
|***Statement of Cash Flows (Unaudited) For the Nine Months
      Ended September 30, 2003* . . . .
    4**                     
|***Statement of Changes in Stockholder's Equity (Unaudited)
      For the Nine Months Ended September 30, 2003* . . . .
    5**
|***Notes to Financial Statements (Unaudited) September 30,
      2003* . . . .
    6**                                         
|**Item 2. Management's Discussion and Analysis or Plan of
      Operation . . . .
    8**                                      
|***Plan of Operation* . . . .8**                                                                                               
|***Management's Discussion and Analysis* . . . .
    15**                                                                      
|***Liquidity & Capital Resources . . . .*16**                                                                                  
|***Off-balance Sheet Arrangements . . . .*17**                                                                                 
|**Item 3. Controls and Procedures . . . .17**                                                                                  
|**PART II - OTHER INFORMATION . . . .18**                                                                                      
|**Item 1. Legal Proceedings . . . .
    18**                                                                                   
|**Item 2. Changes in Securities . . . .18**                                                                                    
|**Item 3. Defaults Upon Senior Securities . . . .
    18**                                                                     
|**Item 4. Submission of Matters to a Vote of Security Holders .
      . . .
    18**                                           
|**Item 5. Other Information . . . .
    18**                                                                                   
|**Item 6. Exhibits and Reports on Form 8-K . . . .
    18**                                                                    
|**SIGNATURES . . . . 19**                                                                                                      
|****                                                                                                                           



i



---



**PART I - FINANCIAL
INFORMATION**

**Item 1. Financial Statements**

**Accountant's Review
Report**

|******To the Board of Directors and Stockholders
      of**
|-----------------------------------------------------------
|**The International White Tea
Company**                    

We have reviewed the accompanying balance sheet of The International White
Tea Company as of March 31, 2004, and the related statements of operations,
changes in stockholders' equity, and cash flows for the three months then ended
in accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants. All
information included in these financial statements is the representation of the
management of The International White Tea Company.

A review consists principally of inquiries of Company personnel and
analytical procedures applied to financial data. It is substantially less in
scope than an audit in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements in order for them to be
in conformity with generally accepted accounting principles.

|******/s/ Godels, Solomon, Barber & Company,
      L.L.C.**
|-----------------------------------------------------------
|**GODELS, SOLOMON, BARBER & COMPANY, L.L.C.**              
|**770 First Avenue North**                                 
|**St. Petersburg, Florida 33701**                          
|**Telephone: (727) 896-2111**                              
|**Fax: (727) 896-2208**                                    

June 7, 2004

1



---



|**The International White Tea
Company**
|---------------------------------------
|**Balance
      Sheet**                
|**March 31, 2004**                     

|                                                           |                                |                                                    |              |      | ************************
|---------------------------------------------------------- | ------------------------------ | -------------------------------------------------- | ------------ | ---- | ------------------------
|**ASSETS**                                                
|****                                                       | **Current Assets:**            |                                                   
|****                                                       | ****                           | **Total Checking/Savings**                         | 0.00        
|****                                                       | **Total Current Assets**       | **0.00**                                          
|****                                                       | **Fixed Assets:**              |                                                   
|****                                                       | ****                           | **Equipment**                                      | 5,541.00    
|****                                                       | ****                           | **Less - Accumulated Depreciation**                | (3,539.31)  
|****                                                       | **Total Fixed Assets**         | **2,001.69**                                      
|****                                                       | **Other Assets:**              |                                                   
|****                                                       | ****                           | **Costs - Organizational**                         | 185.00      
|****                                                       | ****                           | **Less - Accumulated Amortization**                | (120.25)    
|****                                                       | **Total Other Assets**         | **64.75**                                         
|**TOTAL ASSETS**                                           | **2,066.44**                  
|**LIABILITIES & STOCKHOLDERS' EQUITY**                     |                               
|****                                                       | **Current Liabilities:**       |                                                   
|****                                                       | ****                           | **Accounts Payable**                               | 3,000.00    
|****                                                       | ****                           | **Accrued Expenses**                               | 40,000.00   
|****                                                       | ****                           | **Due to Shareholder**                             | 34,743.66   
|****                                                       | **Total Current Liabilities**  | **77,743.66**                                     
|****                                                       | **Total Liabilities**          | **77,743.66**                                     
|****                                                       | **Stockholders' Equity:**      |                                                   
|****                                                       | ****                           | **Common Stock, $.0005 par value,
    50,000,000** |             
|****                                                       | ****                           | **shares authorized, 3,180,929 shares
    issued** |             
|****                                                       | ****                           | **and outstanding**                                | 1,590.46    
|****                                                       | ****                           | **Paid-in-Capital**                                | 125,116.00  
|****                                                       | ****                           | **Retained Earnings**                              | (202,383.68)
|****                                                       | **Total Stockholders' Equity** | **(75,677.22)**                                   
|**TOTAL LIABILITIES & STOCKHOLDERS'
    EQUITY**           | **2,066.44**                  
|****                                                       | ****                           | ****                                               | ****         | **** |                         
|***See accompanying notes and accountant's
      report***
|****                                                       | ****                           | ****                                               | ****         | **** |                         

2



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|**The International White Tea
Company**                  
|---------------------------------------------------------
|**Statement of
      Operations**                        
|**For the Three Month Period Ended March 31,
      2004**

|                                                           |                                                                                    |          |      |      |                                                                 
|---------------------------------------------------------- | ---------------------------------------------------------------------------------- | -------- | ---- | ---- | ----------------------------------------------------------------
|**************************Revenues:**                      |                                                                                   
|****                                                       | **Sales**                                                                          | 0.00    
|****                                                       | ****                                                                               | ****     | **** | **** | **0.00**                                                        
|**Cost of Goods Sold:**                                    |                                                                                   
|****                                                       | **Cost of Goods Sold**                                                             | 0.00    
|****                                                       | ****                                                                               | ****     | **** | **** | **0.00**                                                        
|**Gross Profit**                                           | **0.00**                                                                          
|**Operating Expenses:**                                    |                                                                                   
|****                                                       | ****                                                                               |         
|                                                           | ******Amortization**                                                               | 9.25    
|****                                                       | ****                                                                               |          |      |      |                                                                 
|                                                           |                                                                                    |         
|                                                           |                                                                                    |         
|                                                           |                                                                                    |          |      |      |                                                                 
|                                                           | ******************************************************Depreciation
      Expense** | 168.92  
|****                                                       | ****                                                                               |         
|                                                           | ******Insurance**                                                                  | 1,353.46
|****                                                       | ****                                                                               |          |      |      |                                                                 
|                                                           |                                                                                    |          |      |      |                                                                 
|                                                           |                                                                                    |         
|                                                           |                                                                                    |         
|                                                           |                                                                                    |         
|                                                           |                                                                                    |          |      |      |                                                                 
|                                                           | Professional
      Fees                                                            | 1,500.00
|****                                                       | ****                                                                               |          |      |      |                                                                 
|                                                           |                                                                                    |         
|                                                           |                                                                                    |          |      |      |                                                                 
|                                                           |                                                                                    |         
|                                                           |                                                                                    |          |      |      | ********************************************************3,031.63
|**Income (Loss) Before Income Taxes**                      | **(3,031.63)**                                                                    
|**Income Taxes**                                           | **0.00**                                                                          
|**Net Income (Loss)**                                      | **(3,031.63)**                                                                    
|****                                                       | ****                                                                               | ****     | **** | **** |                                                                 
|**Earnings per common share:**                             |                                                                                   
|**Net Income (Loss)**                                      | **0.00**                                                                          
|****                                                       | ****                                                                               | ****     | **** | **** |                                                                 
|***See accompanying notes and accountant's
      report*** |                                                                                   

3



---



|**The International White Tea
Company**                  
|---------------------------------------------------------
|**Statement of Cash
      Flows**                        
|**For the Three Month Period Ended March 31,
      2004**

|                                                           |                                                                      |                                         |             | 
|---------------------------------------------------------- | -------------------------------------------------------------------- | --------------------------------------- | ----------- | 
|******************OPERATING
      ACTIVITIES:**            |                                                                     
|****                                                       | **Net Income (Loss)**                                                | (3,031.63)                             
|****                                                       | **Adjustments to reconcile Net Income**                              |                                        
|****                                                       | ****                                                                 | **to net cash provided by operations:** |            
|****                                                       | ****                                                                 | **Depreciation & Amortization**         | 178.17     
|****                                                       | ****                                                                 | **Accounts Payable**                    | (14,755.10)
|****                                                       | ****                                                                 | **Accrued Expenses**                    | 1,500.00   
|****                                                       | **Net cash used by Operating Activities**                            | **(16,108.56)**                        
|**INVESTING ACTIVITIES:**                                  |                                                                     
|****                                                       | **Net cash provided by Investing
Activities**                        | **0.00**                               
|**FINANCING ACTIVITIES:**                                  |                                                                     
|****                                                       | ****                                                                 | **Shareholder Loans**                   | 1,353.46   
|****                                                       | ****                                                                 | **Purchase of Treasury Stock**          | (42,996.55)
|****                                                       | **Net cash used by Financing Activities**                            | **(41,643.09)**                        
|****                                                       | ****                                                                 | ****                                    | ****        | 
|**Net cash decrease for year**                             | **(57,751.65)**                                                     
|**Cash at beginning of year**                              | 57,751.65                                                           
|**Cash at end of year**                                    | **0.00**                                                            
|****                                                       | ****                                                                 | ****                                    | ****        | 
|**Supplemental Disclosures:**                              |                                                                     
|**Noncash Transactions:**                                  |                                                                     
|****                                                       | **Decrease in Prepaid
    Expenses**                                 | 4,954.42                               
|****                                                       | **Decrease in inventory**                                            | 47,478.78                              
|****                                                       | **Shareholder Receivable arising from
      sale of Treasury Stock** | (50,000.00)                            
|****                                                       | **Note Payable arising from purchase of
      Treasury Stock**       | (50,000.00)                            
|****                                                       | ****                                                                 | ****                                    | ****        | 
|****                                                       | ****                                                                 | ****                                    | ****        | 
|***See accompanying notes and accountant's
      report*** |                                                                     

4



---



|**The International White Tea
Company**                   
|----------------------------------------------------------
|**Statement of
      Changes in Stockholders' Equity******
|**For the Three Month Period Ended March 31,
      2004** 

|                                                             |                  |                |                 |                    |                   |                 |                                  
|------------------------------------------------------------ | ---------------- | -------------- | --------------- | ------------------ | ----------------- | --------------- | ---------------------------------
|                                                             |                  |                |                 |                    |                   |                 | **************************Total**
|                                                             | **Common Stock** | **Paid in**    | **Retained**    | **Treasury
Stock** | **Stockholders'**
|                                                             | **Shares**       | **Amount**     | **Capital**     | **Earnings**       | **Shares**        | **Amount**      | **Equity**                       
|                                                             |                  |                |                 |                    |                   |                 |                                  
|**Balances at**                                              |                  |                |                 |                    |                   |                 |                                  
|**January 1, 2004**                                          | **12,984,500**   | **6,492.24**   | **215,643.97**  | **(199,352.05)**   | **0**             | **0.00**        | **22,784.16**                    
|****                                                         | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**Issuance of**                                              | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**common stock**                                             | **2,442,929**    | **1,221.47**   | ****            | ****               | ****              | ****            | **1,221.47**                     
|****                                                         | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**Paid in capital**                                          | ****             | ****           | **0.00**        | ****               | ****              | ****            | **0.00**                         
|****                                                         | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**Net income (loss)**                                        | **0**            | **0.00**       | **0.00**        | **(3,031.63)**     | ****              | ****            | **(3,031.63)**                   
|****                                                         | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**Treasury Stock**                                           | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**Cost of 12,246,500 shares of**                             | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**common stock**                                             | **(12,246,500)** | **(6,123.25)** | **(90,527.97)** | ****               | **12,246,500**    | **96,651.22**   | **0.00**                         
|****                                                         | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**12,246,500 shares to unissued**                            | **0**            | **0.00**       | ****            | ****               | **(12,246,500)**  | **(96,651.22)** | **(96,651.22)**                  
|****                                                         | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**Balances at**                                              | ****             | ****           | ****            | ****               | ****              | ****            | ****                             
|**March 31, 2004**                                           | **3,180,929**    | **1,590.46**   | **125,116.00**  | **(202,383.68)**   | **0**             | **0.00**        | **(75,677.22)**                  
|                                                             |                  |                |                 |                    |                   |                 |                                  
|***See accompanying notes and
      accountant's report***** |                  |               

5



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|******The International White Tea
      Company**
|-------------------------------------------------
|**Notes to Financial
      Statements**          
|**March 31, 2004**                               

**NOTE A - ORGANIZATION AND NATURE OF BUSINESS**

The company was incorporated May 22, 2000 in the State of Nevada. The Company
offered products and services that are merchandised from full-service retail
business centers offering private mailbox rentals. On July 30, 2003 the Company
changed its name from M.C.F.T.Y. National to The International White Tea
Company. The Company will now be a retail business.

**NOTE B - SIGNIFICANT ACCOUNTING POLICIES**

**Cash and Cash Equivalents**

For purposes of the statement of cash flows, the Company considers all
short-term securities with a maturity of three months or less to be cash
equivalents.

**Fixed Assets**

Property and equipment are stated at cost. Depreciation is computed using
straight-line and accelerated methods over the estimated useful lives of the
assets. Expenditures for major renewals and betterments that extend the useful
lives of property and equipment are capitalized. Expenditures for maintenance
and repairs are charged to expense as incurred.

**Intangible Assets**

Intangibles purchased were being amortized over fifteen (15) years on a
straight-line basis; organizational costs are being amortized over five (5)
years on a straight-line basis.

**Income Taxes**

The Company has loss carryforwards of $198,959.00, which can be carried
forward twenty (20) years to offset future taxable income.

**Use of Estimates**

The preparation of the financial statements in accordance with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results could differ from those
estimates.

6



---



|**The International White Tea
Company**                        
|---------------------------------------------------------------
|**Notes to Financial
      Statements**
      **(*continued*)**
|**March 31, 2004**                                             

**Revenue Recognition**

The Company recognizes its revenue when it completes the delivery of its
goods and services to its customers. SAB 101 had no substantive effect on the
Company's financial statements, as it did not impact the Company's method of
recognizing revenue.

**NOTE C - EARNINGS PER COMMON SHARE**

Earnings (loss) per common share of ($0.00) were calculated based on a net
income numerator of $(2,031.63) divided by a denominator of 9,213,896
weighted-average shares of outstanding common stock. The denominator was
calculated based on the following issuances of common shares during 2004:

| | January 1, 2004   | 12,984,500 common shares outstanding | 
| | ----------------- | ------------------------------------ | 
| | February 25, 2004 | 3,180,929 common shares outstanding  | 

**NOTE D - RECISSION AGREEMENT**

The Company, on July 30, 2003, entered into a reorganization transaction
whereby new shareholders were elected as Officers and Directors and they
acquired a controlling block of the Company's common stock in exchange for the
transfer of all intangible assets and rights of certain of the new shareholders
in and to the white tea collection of consumer drinks. The transaction was
entered into under the assumption that the company's shares of stock could be
moved on to the NASD Bulletin Board public trading market, and could commence
trading prior to November 15, 2003. The Company did not move its stock on to
trading to the Bulletin Board prior to November 15, 2003, and still has not
moved its stock trading to the Bulletin Board. As a result of this fundamental
and material mistake by all parties, both parties agreed to rescind the
transaction. The new shareholders received all cash held at Washington Mutual,
all inventory of White Tea product and labels, plus all rights to intangible
property associated with the white tea product, and all other assets associated
with the white tea product and/or contributed or transferred to the Company,
free and clear of all liens, claims and encumbrances. The new shareholders, in
exchange, transferred all the shares of the Company's stock originally issued
back to the Company

7

---



The following plan of operation, management's discussion and analysis of
financial condition, and results of operations should be read in conjunction
with our financial statements and notes thereto contained elsewhere in this
report.

**Forward Looking Statements**

This quarterly report contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"will", "should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential", or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors" that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform to actual results.

As used in this quarterly report, the terms "we," "us," "our," and "TIWTC"
mean The International White Tea Company.

**Plan of Operation**

**(1) General**

We were in the business of providing retail business center products and
services in a storefront location in a neighborhood strip mall and are now in
the process of establishing a new location more conveniently located to our
target market, the Las Vegas Strip and Convention Center. We were incorporated
as M.C.F.T.Y. National on May 22, 2000 under the laws of the State of Nevada
having the "stated" purpose of engaging in any and all legal activities desired
to support the business and the "unstated" purpose of operating some form of
business center. We stated no specific corporate purpose to allow management
discretion in either purchasing assets from an ongoing business or purchasing or
leasing new assets. As a result of the downturn in the convention business in
Las Vegas, Nevada due to the effects of 9-11, the company had to research ways
to raise capital from its primary registered offering. After consulting with
business leaders from the City of Las Vegas, local executives from various
businesses, financial advisors, and current shareholders and the original
incorporator of the company, management determined that raising capital for the
current project would be difficult until the convention business began a
turnaround.

8

---

Consequently, management decided to put this part of the business on hold for
future implementation. Effective July 30, 2003, the Board of Directors decided
to recapitalize the corporation and install a new Board of Directors and
corporate Officers to manage the corporation and develop and implement a
business plan to support the development, manufacture and sale of carbonated tea
beverages. Effective at this same meeting, the corporation changed its corporate
name to the current, The International White Tea Company, to more accurately
reflect the principal business of the company. The development of this project
for the corporation was a joint effort by the original incorporator of our
company, Michael J. Daniels and George Freedman and George Scalf. The
development of the product was under the supervision of Messrs. Freedman and
Scalf with assistance from Mr. Daniels. This product development was being done
in addition to the business centers the company was developing.

On February 25, 2004 we rescinded the issuance of shares to the new officers,
directors and individuals who invested in the company through a private
placement memorandum. Individuals that purchased shares through the private
placement memorandum were allowed to rescind their investment or transfer their
investment to a new company formed by Mr. Freedman and others. This rescission
was based on the fact that the officers and directors could not complete a
market listing and raise the capital necessary to move the white tea beverage
forward.

We have never been nor are we currently a party to any bankruptcy,
receivership, or similar proceeding.

The current plan of operation assumes that the company will raise capital
through either debt or equity financing to support operations.

**(2)  Our Business**

The International White Tea Company has determined that it is not in the best
interest of the company to produce and market a beverage. The prior President of
the company Diane J. Harrison has been reinstalled as the Secretary/Treasuer of
the company. Mr. Donald Hejmanowski has been installed as the new President. As
a result of the management changes the company has proceeded to move the
development of business centers as the core business of the company.

**(3) Year 1 - 12 month plan of operations**

The continuance of operations is dependent upon the acquisition of additional
funding. The new officers and directors will complete a market listing for the
company so funding can be completed in the capital markets. Our Plan of
Operation for the next twelve months is to modify our business plan so we can
raise additional capital, establish our new storefront, hire additional staff,
and expand our services to hotel guests and conventioneers. We will use the
funds raised from sources other than our primary offering and revenues generated
to fund equipment purchases and office improvement and for marketing activities
and working capital.

9

---

We cannot guaranty that additional funding will be available on favorable
terms, if at all. If adequate funds are not available, then we may not be able
to expand our operations. If adequate funds are not available, we believe that
our officers and directors will contribute funds to pay for some of our
expenses. However, we have not made any arrangements or agreements with our
officers and directors regarding such advancement of funds. We do not know
whether we will issue stock for the loans or whether we will merely prepare and
sign promissory notes. If we are forced to seek funds from our officers or
directors, we will negotiate the specific terms and conditions of such loan when
made, if ever. None of our officers or directors is obligated to pay for our
expenses. Moreover, none of our officers or directors have specifically agreed
to pay our expenses should we need such assistance.

The implementation of our full business plan is estimated to take
approximately 12-18 months. Once we are able to secure funding, implementation
will begin immediately.

***Competition*****

In order to compete effectively in the professional business center industry,
a company must provide a wide range of quality services and products at a
reasonable cost. The business center services market, as a whole, is
characterized by intense competition with a large number of companies offering
or seeking to develop services and products that will compete with those that we
offer. It is our belief, based upon our experience, that our testing of our
methods of operation will provide us with a competitive edge.

Our ability to provide personalized assistance, as well as objective
assistance takes our services beyond competitors and their offerings. Not only
do we provide guidance, we can provide any needed services. It is our opinion
that we fill a unique niche by providing our services to conventioneers as well
as hotel guests and the general public at large. Our competition includes both
localized business centers and national concerns such as the UPS Stores and
Kinko's. The small, localized business consulting services primarily operate
within their own geographic confines and do not directly compete with us in the
geographic area within which we currently operate. We believe we compete
favorably with the national firms that provide services similar to ours because
those firms still focus on providing packing and shipping services and not the
ancillary business services we offer.

Many of our competitors have greater financial resources than we have,
enabling them to finance acquisition and development opportunities or develop
and support their own operations. In addition, many of these companies can offer
bundled, value-added, or additional services not provided by us. Many may also
have greater name recognition. Our competitors may have the luxury of
sacrificing profitability in order to capture a greater portion of the market
for business consulting activities. They may also be in a position to pay higher
prices than we would for the same expansion and development opportunities.
Consequently, we may encounter significant competition in our efforts to achieve
our internal and external growth objectives.

Our competitors have methods of operation that have been proven over time to
be successful. Their ability to operate at a profit with experienced management
places us at a disadvantage.

10

---

***Management*****

The management team will consist of approximately seven officers and/or
directors. In addition to the President, the company will install a Chief
Financial Officer/Controller, a Chief Operations Officer, for development of
operational strategy, and at least two outside board members.

***Risk Factors*****

An investment in our Common Stock offered hereby is speculative in nature and
involves a high degree of risk. In addition to the other information contained
in this filing, the following factors should be considered carefully before
making any investment decisions with respect to purchasing our Common Stock.

This filing contains, in addition to the lack of historical information,
forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from the results discussed in the forward-looking
statements. This Risk Factors section includes all risks that we consider to be
material.

*(1) We Are a Development Stage Company, with No Operating History, and
You Could Lose Your Entire Investment.*

Our business has not shown a profit. Since we commenced operations, we have
accumulated a negligible net loss through the present. Although we expect to be
profitable for the year ending December 31, 2004, we cannot assure that a
year-end profit will be realized or that profitability will continue in the
future. In addition we are in poor financial condition from lack of capital.

*(2) Financial Risk of Dependence on Key Personnel.*

The success of the company will depend to a great extent on the founders and
their management team. These individuals may not remain with the company due to
the lack of employment contracts. If we lose our key personnel, our business may
suffer. We depend substantially on the continued services and performance of our
senior management and, in particular, their contracts and relationships,
especially within the fresh fruit and vegetable industry .

*(3) Risk of Loss of Investment Due to Highly Competitive Nature of Our
Industry.*

The business center market is intensely competitive. We have limited
operating history and a cumulative loss from operations since inception. We have
no assets or financial resources. We have operated at a loss and will continue
to do so for some time.

*(4) Risk of Incurring High Legal Cost Due to Litigation.*

While the company is not currently involved in any litigation, that is no
indication that the company will be precluded from being sued in the future. In
the past, especially during periods of market volatility, securities class
action litigation has often been instituted against companies similar to ours.
Such

11

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litigation, if instituted, could result in substantial costs and diversions of management's
attention and resources, which could have a material adverse effect on our
business, results of operations and financial condition.

*(5) Risk of External Influences*

The price or our stock could be affected by external influences, which are
beyond our control. Examples of these influences are:

|- An abrupt economic change resulting in an unexpected downturn in
      demand;
|--------------------------------------------------------------------------------
|- Governmental restrictions or excessive taxes on our
      products/services;  

*(6) Risks of Reduced Liquidity of "Penny Stocks"*

The Securities and Exchange Commission has adopted regulations that generally
define a "penny stock" as any equity security that has a market price of less
than $5.00 per share and that is not traded on a national stock exchange, NASDAQ
or the NASDAQ National Market System. Now, or sometime in the future, penny
stocks could be removed from NASDAQ or the NASDAQ National Market System or the
securities may become subject to rules of the Commission that imposes additional
sales practice requirements on broker-dealers effecting transactions in penny
stocks. In most instances, unless the purchaser of a penny stock is (i) an
institutional accredited investor, (ii) the issuer, (iii) a director, officer,
general partner or beneficial owner of more than five per cent (5%) of any class
of equity security of the issuer of the stock that is the subject of the
transaction or (iv) an established customer of the broker-dealer, the
broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser's prior written consent to the
transaction. Additionally, on any transaction involving the rules of the
Commission require, among other things, the delivery, prior to the transaction,
of a disclosure schedule prepared by the Commission relating to the penny stock
market and the risks associated with investing in penny stocks. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and registered representative and current quotations for the
securities. Finally, among other requirements, monthly statements must be sent
to the purchaser of the penny stock disclosing recent price information for the
penny stock held in the purchaser's account and information on the limited
market in penny stocks. Consequently, the penny stock rules may restrict the
ability of broker-dealers to sell the securities and may affect the ability of
purchasers in this Offering to sell the securities in the secondary market.

*(7) Risk Due to Minority Status of New Investors*

Our directors and executive officers beneficially own approximately 2,635,304
common shares; approximately 82.85% of the outstanding common stock As a result,
these stockholders, if they act as a group, will have a significant influence on
all matters requiring stockholder approval, including the election of directors
and approval of significant corporate transactions. Such control may have the
effect of delaying or preventing a change in control of the Company.

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*(8) Risk Due to Lack of Funds*

The company presently lacks sufficient funds to expand operations. No
products or services are presently being offered.

*(9) Risks Due to Resale Restrictions Imposed by State "Blue Sky
Laws"*

There are state regulations, which might affect the transferability of our
shares. We have not registered its shares for resale under the securities or
"blue sky" laws of any state and we have no plans to register or qualify its
shares in any state. Current shareholders, and persons who desire to purchase
the shares in any trading market that may develop in the future, should be aware
that there may be significant state restrictions upon the ability of new
investors to purchase the securities.

SEC and "blue sky" laws, regulations, orders, or interpretations place
limitations on offerings or sales of securities by development stage companies,
or if such securities represent "cheap stock" previously issued to promoters or
others. These limitations typically provide, in the form of one or more of the
following limitations, that such securities are:

|- not eligible for sale under exemption provisions permitting sales
      without registration to accredited investors or qualified
purchasers;
|-----------------------------------------------------------------------------------------------------------------------------------------------
|- not eligible for the transactional exemption from registration for
      non-issuer transactions by a registered broker-dealer;              
|- not eligible for registration under the simplified small corporate
      offering registration (SCOR) form available in many states;         
|- required to be placed in escrow and the proceeds received held in
      escrow subject to various limitations; or                            
|- not permitted to be registered or exempted from registration, and
      thus not permitted to be sold in the state under any
  circumstances.

Virtually all 50 states have adopted one or more of these limitations, or
other limitations or restrictions affecting the sale or resale of stock of
development stage companies, or "cheap stock" issued to promoters or others.
Specific limitations on offerings by development stage companies have been
adopted in:

|Alaska     | Idaho      | Oklahoma       | Tennessee 
|---------- | ---------- | -------------- | ----------
|Arkansas   | Indiana    | Oregon         | Utah      
|California | Maryland   | Pennsylvania   | Vermont   
|Delaware   | Nebraska   | Rhode Island   | Washington
|Florida    | New Mexico | South Carolina |           
|Georgia    | Ohio       | South Dakota   |           

Any secondary trading market, which may develop, may only be conducted in
those jurisdictions where an applicable exemption is available or where the
shares have been registered.

13

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**(i) How long can we satisfy our cash requirements and will we need to raise
additional funds in the next 12 months?**

Our Plan of Operation for the next twelve months is to complete a listing on
the over-the-counter-bulletin-board ("OTCBB") so we can attract investors by
providing for liquidity of their investment. We will use the funds raised in our
financing activities and revenues generated to fund equipment purchases and
office improvement and for marketing activities and working capital.

We cannot guaranty that additional funding will be available on favorable
terms, if at all. If adequate funds are not available, then we may not be able
to expand our operations.

The implementation of our full business plan is estimated to take
approximately 12-18 months. Once we are able to secure funding, implementation
will begin immediately. We anticipate 30 days to be in a stage of operational
activity to generate cash flow.

The company has enough funds to support skeleton operations only. It will
need to raise a minimum of $500,000.00 over the next twelve months to support
operations. The capital raised will be for general office supplies and equipment
and staffing.

**(ii) Summary of product research and development**

We are currently researching and developing additional services to be offered
in our business centers.

**(a) Marketing Plan**

Our current marketing plan involves positioning ourselves as the premier
business center operation in Las Vegas, Nevada. A staff management organization
will be put in place to allow for a sales manager and a separate marketing
manager to develop sales through direct sales to convention companies.

**(b) Other Markets**

The current management team is developing products and services designed to
target other markets. Due to the competitive nature of the business, the company
is not making public the specific products/services it has in development.

**(iii) Any expected purchase or sale of plant and significant
equipment?**

We do not anticipate purchases of plant or significant equipment other than
general office supplies and general office equipment, should we raise sufficient
funds to purchase such office equipment.

(iv) Any expected significant changes in the number of employees.

As of March 31, 2004, we had one full time unpaid employee. We anticipate
that we will not hire any additional employees in the next six months unless we
generate significant revenues. Specifically, if we are able to raise sufficient
capital to expand our services and service area and our revenue levels justify

14

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such action, we plan on hiring a minimum of fifteen additional employees over
the next 12 months. From time to time, we anticipate using the services of an
outside firm for additional website design and development.

**Management's Discussion and Analysis**

**(1) Results of Operations For the Period Ended March 31, 2004.**

During the period ended March 31, 2004, our assets consisted of our cash on
hand and small product inventory. We had no revenues generated from operations.
As of March 31, 2004 our cumulative gross revenues were $0.00 with a resulting
net loss for the three months ended March 31, 2004 of ($3,031.63). Our
operations for the three months ending March 31, 2004 utilized ($16,108.56) of
cash flow. There was ($41,643.09) of cash flows used by financing activities for
the three months ended March 31, 2004. During the period ended March 31, 2004,
we did not have cash flows generated from financing activities. Accordingly, for
the period ending March 31, 2004 we realized a net decrease in cash of
($57,751.65). When added to cash and cash equivalents of $57,751.65 on hand at
the beginning of the three month period, this resulted in cash and cash
equivalents on hand at the end of the period March 31, 2004 of $0.00. Due to the
change in management of the company there is no longer a note payable to Diane
J. Harrison in the amount of $50,000.00 issued by the company. The additional
contingency amount due of $200,000.00 to Diane J. Harrison for stock conversion
has also been foregone by Ms. Harrison.

**(2) Results of Operations For the Years Ended December 31, 2003, 2002
and 2001.**

During the year ended December 31, 2003, we had no revenues from operations.
Our only income was from the sale of stock in a private placement. A total of
$186,000 was raised from the sale of stock. We utilized ($105,764.95) of cash
flow for operating activities. We had a ($118,634.69) net loss. We did not have
any cash flows from investing activities for the year ended December 31, 2003,
but did have utilization of cash flow of $163,478.77 from financing activities
resulting from the sale of stock. As a result of Ms. Diane Harrison resigning
and the election of new officers and directors, the company was indebted to Ms.
Harrison for $50,000 due and payable when the company becomes eligible for
trading on an exchange. Additionally, there is a contingency payment due Ms.
Harrison of $200,000 in the event she is not able to realize the sale of her
stock for this amount when the common stock of the company is eligible for
trading.

The result of the above activity was a net cash increase of $57,713.82 for
the year ended December 31, 2003, which when added to $37.83 of cash and cash
equivalents at the beginning of the period, resulted in $57,751.65 of cash and
cash equivalents at the end of the period.

During the year ending December 31, 2002, we had a net loss of $3,396.93. Our
revenues and expenses were associated with the retail storefront operation that
was discontinued in 2002 and our financial statements reflect these discontinued
operations. We had minimal interest income or expense for the year ending
December 31, 2002.

Our financial statements reflect current accounts payable of $23,111.15. This
is a direct result of our beta test; specifically, the poor performance at the
two mall locations and the inability of those locations

15

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to produce enough revenue to cover the cost of renting mall space and kiosks.
Store operations and the sale of the company automobile permitted us to reduce
this debt to the current $23,111.15 as of December 31, 2002. The $2,000 loss on
the sale of assets was due to depreciation as our accountants have reported it
on our tax asset detail.

Our continued operations are run on a minimal basis by our President, Diane
J. Harrison, from her residence and occasionally from the store on Lone Mountain
Road. Ms. Harrison's efforts are primarily geared to developing small business
relationships for suppliers and clients for small package shipping. To keep the
company solvent and to support the minimal continued operations, Ms. Harrison
sold the Note Due at a reduced price.

During the six months ending December 31, 2001, we had revenues of
approximately $72,809.95 from the storefront location and another $12,787.06
from our beta test site locations. During the six months ending December 31,
2001, the company's costs associated with generating revenues was approximately
$88,578.27 and approximately $74,339.17 for the beta test site locations. This
resulted in a gross loss of approximately $77,320.43 for the six months ending
December 31, 2001.

Operating expenses for the six months ending December 31, 2001, were
approximately $44,905.82 for the storefront location and $74,339.17 for the beta
test site locations. We had minimal interest income or expense for the six
months ending December 31, 2001.

**Liquidity & Capital Resources**

As of March 31, 2004 we had cash on hand of $0.00. Management does not
believe this is sufficient to maintain the company. As a result of this minimal
cash position management is contemplating the sale of additional stock from the
authorized shares. A Form D has been filed with the Securities Exchange
Commission so the company may use a private placement memorandum to raise equity
capital. It is anticipated that at least $500,000.00 will be needed to implement
operations.

During the year ended December 31, 2003, we had no revenues from operations.
Our only income was from the sale of stock in a private placement. A total of
$186,000 was raised from the sale of stock.

We utilized ($105,764.95) of cash flow for operating activities. We had a
($118,634.69) net loss.

We did not have any cash flows from investing activities for the year ended
December 31, 2003, but did have utilization of cash flow of $163,478.77 from
financing activities resulting from the sale of stock. As a result of Ms. Diane
Harrison resigning and the election of new officers and directors, the company
was indebted to Ms. Harrison for $50,000 due and payable when the company
becomes eligible for trading on an exchange. Additionally, there is a
contingency payment due Ms. Harrison of $200,000 in the event she is not able to
realize the sale of her stock for this amount when the common stock of the
company is eligible for trading.

The result of the above activity was a net cash increase of $57,713.82 for
the year ended December 31, 2003, which when added to $37.83 of cash and cash
equivalents at the beginning of the period, resulted in $57,751.65 of cash and
cash equivalents at the end of the period.

16

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As of December 31, 2002, the company had approximately $37.83 cash on hand.
Management has determined this amount is insufficient to continue to support any
store front operations or any expansion. Management believes it can satisfy its
cash requirements in the next twelve months only by either raising additional
funds through the sale of registered securities or with additional paid-in
capital by the officers and directors. Ms. Harrison has agreed to provide
additional funding on a limited basis until the company raises capital through
its primary offering. The store front location on Lone Mountain Road was sold to
reduce debt and facilitate moving forward with the plan for the new proposed
store location.

As of December 31, 2001, we had net shareholder equity of ($59,071.68),
accumulated losses during the development stage of ($77,320.43) and a net cash
flow of ($44,471.80) provided by operating activities. During 2001, cash was
provided from the sale of capital stock and proceeds from cash advances from
stockholders. We received $103,381.65 in cash from (1) the issuance of capital
stock ($531.37); (2) the sale of additional capital stock to our
President/Treasurer and sole Director, Diane J. Harrison, as additional
paid-in-capital ($16,685.19); (3) various no interest loans from Ms. Harrison
($61,150.00); and (3) a no interest loan from Michael J. Daniels, the original
incorporator of the company ($25,033.09).

**Off-balance Sheet Arrangements**

The company has made no arrangements of any type for off-balance sheet
transactions that would have or are reasonably likely to have a current or
future effect on our financial condition.

I**tem 3. Controls and Procedures**

a. *Evaluation of Disclosure Controls and Procedures*

Our Chief Executive Officer and Chief Financial Officer have evaluated
TIWTC's disclosure controls and procedures as of March 31, 2004, and they
concluded that these controls and procedures are effective.

b. *Changes in Internal Controls Over Financial Reporting*

There have been no significant changes in internal controls or in other
factors, including any corrective actions with regard to significant
deficiencies and material weaknesses that could significantly affect these
controls subsequent to March 31, 2004.

17

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**PART II - OTHER
INFORMATION**

**Item 1. Legal Proceedings**

The Company is not a party to any legal proceedings at this time or during
the period of this report.

**Item 2. Changes in Securities and Use of
Proceeds**

The Company made no amendments or modifications of any instruments governing
or affecting the rights of any security holders during the period of this
report. On February 25, 2004 the company rescinded the shares of stock issued to
its former officers, directors and purchasers of stock from a private placement
memorandum. Individuals that purchased shares through the private placement
memorandum were allowed to rescind their investment or transfer their investment
to a new company formed by Mr. Freedman and others. This rescission was based on
the fact that the officers and directors could not complete a market listing and
raise the capital necessary to move the white tea beverage forward.

**Item 3. Defaults Upon Senior
Securities**

There were no defaults in the payment of any indebtedness during the period
of this report.

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

On January 21, 2004 a rescission agreement was submitted to the shareholders
for a vote. Holders of over 98% of the shares voted in favor of rescinding the
installation of the officers and directors from the July 30, 2003 meeting. In
addition the company returned to its primary business plan of providing business
center services.

**Item 5. Other Information**

The registrant does not elect to state any other information in this report.

**Item 6. Exhibits and Reports on Form
8-K.**

|(a) | *Reports on Form 8-K*. An 8-K report was filed by the company
      on January 21, 2004 with the Securities Exchange Commission. The company
      made its required disclosures under Rule FD regarding the change in
      officers and directors, the change in the business of the company, and the
      rescission of the sale of securities.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | *Exhibits*. Exhibits included or incorporated by reference
      herein: See Exhibit Index below.                                                                                                                                                                                                                                                  

18

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**EXHIBIT INDEX**

|**Number** | **Exhibit Description**                                                                                                                                                                                                                                                          
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                                                                                                                                                                                  
|3(i)       | Articles of Incorporation of M.C.F.T.Y. National (Incorporated by
    reference from Exhibit 3.1 to the Company's registration statement on Form
    SB-2 (File No. 333-87200)).                                                                                                 
|3(ii)      | By-Laws of M.C.F.T.Y. National (Incorporated by reference from Exhibit
    3.2 to the Company's registration statement on Form SB-2 (File No.
    333-87200)).                                                                                                                   
|3(iii)     | Amended and Restated Articles of Incorporation of M.C.F.T.Y. National
    changing corporate name to The International White Tea Company (Incorporated
    by reference from Exhibit 3.3 to the Company's Annual Report on Form 10-KSB
    for the year ended December 31, 2003).
|31.1       | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley
    Act                                                                                                                                                                                                       
|31.2       | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley
    Act                                                                                                                                                                                                       
|32.1       | Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley
    Act                                                                                                                                                                                                       
|32.2       | Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley
    Act                                                                                                                                                                                                       

**SIGNATURES**

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, there unto
duly authorized.

|                   | The International White Tea Company                                                      
|------------------ | -----------------------------------------------------------------------------------------
|                   | Registrant                                                                               
|                   |                                                                                          
|Date: June 8, 2004 | /s/ Donald Hejmanowski                                                                   
|                   | Donald Hejmanowski, President, Chief Executive Officer                                   
|                   |                                                                                          
|Date: June 8, 2004 | /s/ Diane J. Harrison                                                                    
|                   | Diane J. Harrison, Treasurer, Chief Financial Officer, Principal
      Accounting Officer

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