---

|**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 **September 30,
      2003**                                  
|[ ] 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)                              
|**5836 South Pecos Road**                                                                   
|**Las Vegas, Nevada 89120**                                                                 
|(Address of
      principal executive offices)                                              
|**(702) 948-6490**                                                                          
|(Issuer's
      Telephone Number)                                                           
|**M.C.F.T.Y. NATIONAL**                                                                     
|**4894 Lone Mountain Road, Las Vegas, Nevada
  89130**                                      
|(Former name,
      former address and former fiscal year, if changed since last
    report)

**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 September 30,
2003, the registrant has outstanding 12,272,500 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 Stockholders 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* . . . . 16**                                                                     
|***Liquidity & Capital Resources . . . .*
      17**                                                                      
|***Off-balance Sheet Arrangements . . . .*
      17**                                                                     
|**Item 3. Controls and Procedures . . . .18**                                                                             
|**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 . . . . 19**                                                                                  
|**Item 6. Exhibits and Reports on Form 8-K . . . . 19**                                                                   
|**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 September 30, 2003, and the related statements of operation,
changes in stockholders' equity, and cash flows for the nine 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**                      
|****December 10, 2003                        

| | 1 | 
| | - | 

|**The International White Tea
Company**
|---------------------------------------
|**Balance Sheet**                      
|**September 30,
2003**                 

|**ASSETS**                                               
|---------------------------------------------------------
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|**TOTAL ASSETS**                                         
|**LIABILITIES &
      STOCKHOLDERS' EQUITY**             
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|                                                         
|**TOTAL LIABILITIES
      & STOCKHOLDERS' EQUITY**       
|**See accompanying notes
      and accountant's report.**

| | 2 | 
| | - | 

|**The International White Tea
Company**                     
|------------------------------------------------------------
|**Statement of
    Operations**                             
|**For the Nine Month Period Ended September 30,
      2003**

|                                                          |                                  |          |  |  |              
|--------------------------------------------------------- | -------------------------------- | -------- |  |  | -------------
|**Revenues:**                                             |                                 
|                                                          | **Sales**                        | 0.00    
|                                                          |                                  |          |  |  | **0.00**     
|**Cost of Goods
      Sold:**                             |                                 
|                                                          | **Cost of Goods Sold**           | 0.00    
|                                                          |                                  |          |  |  | **0.00**     
|**Gross Profit**                                          | **0.00**                        
|**Operating
      Expenses:**                             |                                 
|                                                          | **Advertising**                  | 12.50   
|                                                          | **Amortization**                 | 27.75   
|                                                          | **Bank Service
      Charges**   | 190.00  
|                                                          | **Consulting**                   | 3,640.81
|                                                          | **Depreciation
      Expense**   | 748.53  
|                                                          | **Dues and
      Subscriptions** | 380.00  
|                                                          | **Insurance**                    | 3,641.12
|                                                          | **Miscellaneous**                | 500.00  
|                                                          | **Office
      Expense**         | 180.00  
|                                                          | **Postage/Delivery/Supplies**    | 57.92   
|                                                          | **Professional
      Fees**      | 6,293.00
|                                                          | **Taxes-Other**                  | 510.00  
|                                                          | **Telephone**                    | 299.66  
|                                                          |                                  |          |  |  | **16,481.29**
|**Income (Loss) Before
      Income Taxes**               | **(16,481.29)**                 
|**Income Taxes**                                          | **0.00**                        
|**Net Income (Loss)**                                     | **(16,481.29)**                 
|**Contingencies - (Note
      E)**                        |                                  |          |  | 
|**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 Nine Month Period Ended September 30,
      2003**

|                                                          |                                                                      |                                               |            | 
|--------------------------------------------------------- | -------------------------------------------------------------------- | --------------------------------------------- | ---------- | 
|**OPERATING ACTIVITIES:**                                 |                                                                     
|                                                          | **Net Income
      (Loss)**                                          | (16,481.29)                                  
|                                                          | **Adjustments to
      reconcile Net Income**                        |                                              
|                                                          |                                                                      | **to net cash provided
      by operations:** |           
|                                                          |                                                                      | **Depreciation &
      Amortization**         | 776.28    
|                                                          |                                                                      | **Noncash Operating
      Expenses**          | 653.31    
|                                                          |                                                                      | **Accounts Payable**                          | 3,000.00  
|                                                          | **Net cash used by
      Operating Activities**                      | **(12,051.70)**                              
|**INVESTING
      ACTIVITIES:**                           |                                                                     
|                                                          | **Net cash provided by
      Investing Activities**                  | **0.00**                                     
|**FINANCING
      ACTIVITIES:**                           |                                                                     
|                                                          |                                                                      | **Loan Advances - M. J.
      Daniels**       | (950.00)  
|                                                          |                                                                      | **Shareholder Loan
      Repayments**         | (8,762.12)
|                                                          |                                                                      | **Common Stock
      Issued**                 | 26,192.00 
|                                                          |                                                                      | **Purchase of Treasury
      Stock**          | (4,456.25)
|                                                          | **Net cash used by
      Financing Activities**                      | **12,023.63**                                
|                                                          |                                                                      |                                               |            | 
|**Net cash increase for
      year**                      | **(28.07)**                                                         
|**Cash at beginning of
      year**                       | 37.83                                                               
|**Cash at end of year**                                   | **9.76**                                                            
|**Supplemental
      Disclosures:**                       |                                                                     
|**Noncash
      Transactions:**                           |                                                                      |                                               |           
|                                                          | **Increase
      in Prepaid Expenses**                               | 7,169.49                                     
|                                                          | **Common
      Stock issued for noncash considerations**             | 7,822.80                                     
|                                                          | **Shareholder Receivable arising from sale
      of Treasury Stock** | 50,000.00                                    
|                                                          | **Conversion of Debt to Equity**                                     | 23,138.91                                    
|                                                          | **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 Nine Month Period Ended September 30,
      2003**

|                                                          |                  |                   |               |                    |                   |                 |                
|--------------------------------------------------------- | ---------------- | ----------------- | ------------- | ------------------ | ----------------- | --------------- | ---------------
|                                                          |                  |                   |               |                    |                   |                 | **Total**      
|                                                          | **Common Stock** | **Paid
      in** | **Retained**  | **Treasury Stock** | **Stockholders'**
|                                                          | **Shares**       | **Amount**        | **Capital**   | **Earnings**       | **Shares**        | **Amount**      | **Equity**     
|                                                          |                  |                   |               |                    |                   |                 |                
|**Balances at**                                           |                  |                   |               |                    |                   |                 |                
|**January 1,
    2003**                                   | **3,127,129**    | **1,563.56**      | **16,685.19** | **(80,717.36)**    | **0**             | **0.00**        | **(62,468.61)**
|                                                          |                  |                   |               |                    |                   |                 |                
|**Issuance of**                                           |                  |                   |               |                    |                   |                 |                
|**common stock**                                          | **9,145,371**    | **4,572.68**      |               |                    |                   |                 | **4,572.68**   
|                                                          |                  |                   |               |                    |                   |                 |                
|**Paid in
    capital**                                   |                  |                   | **48,124.78** |                    |                   |                 | **48,124.78**  
|                                                          |                  |                   |               |                    |                   |                 |                
|**Net income
    (loss)**                                 | **0**            | **0.00**          | **0.00**      | **(16,481.29)**    |                   |                 | **(16,481.29)**
|                                                          |                  |                   |               |                    |                   |                 |                
|**Treasury
Stock**                                        |                  |                   |               |                    |                   |                 |                
|**Cost of 2,328,929 shares of**                           |                  |                   |               |                    |                   |                 |                
|**common stock**                                          | **(2,328,929)**  |                   |               |                    | **2,328,929**     | **(54,456.25)** | **(54,456.25)**
|                                                          |                  |                   |               |                    |                   |                 |                
|**2,328,929 shares
      reissued**                       | **2,328,929**    |                   |               |                    | **(2,328,929)**   | **54,456.25**   | **54,456.25**  
|                                                          |                  |                   |               |                    |                   |                 |                
|**Balances at**                                           | ****             | ****              | ****          | ****               | ****              | ****            | ****           
|**September 30, 2003**                                    | **12,272,500**   | **6,136.24**      | **64,809.97** | **(97,198.65)**    | **0**             | **0.00**        | **(26,252.44)**
|                                                          |                  |                   |               |                    |                   |                 |                
|                                                          |                  |                  
|**See accompanying notes
      and accountant's report.**

| | 5 | 
| | - | 

|**The International
      White Tea Company**
|---------------------------------------------
|**Notes to
      Financial Statements**      
|**September 30, 2003**                       

**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 $80,717.00, which can be carried
forward twenty (20) years to offset future taxable income.

**Use of Estimates**

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

**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.

| | 6 | 
| | - | 

**NOTE C -SHAREHOLDER LOANS RECEIVABLE**

These amounts represent funds due from one of the Company's shareholders for
the acquisition of Company Stock.

**NOTE D - NOTE PAYABLE - DIANE HARRISON**

The Company has a note payable to Diane Harrison dated August 1, 2003. The
note is payable in two equal installments of $25,000.00 that were to be due on
August 31, 2003 and September 30, 2003. In the event the Company had not
received its letter of tradeability from the NASD on or before August 31, 2003,
the first payment shall be delayed until such tradeability has been granted. As
of September 30, 2003 the letter of tradeability has not been received. The note
shall carry no interest if paid by the due date. If it is paid after the due
date, interest will be payable at an 8.0% per annum rate. In the event the
Company defaults, the officers and directors agree to return Diane Harrison and
her nominees as the new directors and officers of the Company.

Principal maturities of the note payable during the next five years are as
follows:

| | Year Ending December 31, |            | 
| | ------------------------ | ---------- | 
| | 2004                     | $50,000.00 | 

**NOTE E - CONTINGENCIES**

The Company is contingently liable to Diane Harrison if she is unable to
convert 498,000 shares of her stock into $200,000.00 by July 30, 2004. She shall
have the right to sell her shares of stock at or above a $0.25 per share minimum
price during the course of the one year ended July 30, 2004. In the event the
average share price over the one year period is $0.25 per share or greater, the
Company shall have no further obligation to her. In the event the average share
price over the one year period is less than $0.25 per share, she shall be due
the difference between $0.25 per share and the actual average per share price.
The difference shall be calculated as a percentage difference. This percentage
shall be the percentage of the $200,000.00 due less sums received from prior
sales. The Company may pay the amount due in additional shares or cash at the
Company's discretion.

**NOTE F - EARNINGS PER COMMON SHARE**

Earnings (loss) per common share of $0.00 were calculated based on a net
income numerator of $(16,481.29) divided by a denominator of 4,388,541
weighted-average shares of outstanding common stock. The denominator was
calculated based on the following issuances of common shares during 2003:

| | January 1, 2003    | 3,127,129 common shares outstanding  | 
| | ------------------ | ------------------------------------ | 
| | May 16, 2003       | 3,156,929 common shares outstanding  | 
| | August 18, 2003    | 10,857,800 common shares outstanding | 
| | September 30, 2003 | 12,272,500 common shares outstanding | 

| | 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. Management decided
to put this part of the business on hold for future implementation. When capital
can be raised for this project, the company will form a small corporation to
separate this business from its current goal of manufacturing and distributing a
tea beverage.

| | 8 | 
| | - | 

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.  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 changed the direction of the company
from retail sales to production and marketing of beverage products based on the
concept of creating a carbonated soda that tastes great and is healthier than
other products currently in the marketplace. By utilizing white tea as the base
for the beverage, it will have up to five times the anti-oxidants of regular
brewed green tea. In addition, the beverage will have twenty percent (20%) less
sugar and calories than other sodas. Initial market research demonstrates that
the concept is widely accepted and in demand.

U.S. beverage drinkers consume carbonated soft drinks (CSD's) at nearly twice
the rate of any other commercial beverage, with per capita consumption of 54.2
gallons in the year 2002. America's CSD market is a lumbering giant, growing
very slowly while competition from other types of refreshment beverages
intensifies. Yet this demonstrates the consumer's overwhelming preference for
carbonated soft drinks, in spite of their less than healthy implications.

Additionally, public attention and consumer dollar sales are demonstrating
increasing interest and fervor for white tea products. Estee Lauder's 'Origins",
the maker of anti-wrinkle cream containing white tea has had incredible success.
As a result of this success Origins has announced that it has begun producing
and marketing a Ready-to-Drink white tea. This will be the first product to
deviate from Estee Lauder's long history of marketing only cosmetic
products.

White Tea and its benefits are "in the news". White T Soda is a fantastic
tasting product with a great concept....take advantage of the consumers
overwhelming preference for carbonated soft drinks by presenting a healthy,
White Tea based soda. White T Soda will be positioned as the smart, adult choice
and will utilize an extensive distribution network to rapidly launch the product
nationally.

"White T Soda" will not follow the typical start-up path employed by
virtually all food and beverage companies, which is using food brokers and
hiring salespeople to gain placements into supermarkets, C-Stores, and other
traditional outlets. "White T Soda" will be gaining instant market penetration
by utilizing test agreements and immediate placements with the world's largest
food service providers, concessionaires, retailers, and fast-food chains. TIWTC
is focusing its placement efforts on companies

| | 9 | 
| | - | 

that offer hundreds, if not thousands of points of purchase, as well as high
traffic venues that translate into maximum brand exposure.

Companies such as HMS Host, Compass, and Aramark, who are entrenched in
airports, travel plazas, stadiums, and arenas, will receive TIWTC's highest
priority for product placement and testing, since the great majority of their
venues cater to "captive audiences", meaning higher pricing, greater sales per
person, and substantially higher margins than more traditional venues. These
companies also represent tens of thousands of points of purchase including the
most prestigious, highly visible retail locations in the world. TIWTC's management has had a long and successful history of introducing new products
through these companies including TCBY Yogurt, Big Apple Bagels, Au Bon Pain,
Ranch *1, and the "Soup Nazi's" gourmet soups, to name a few. Host and Compass
have done a good deal of sampling of "White T Sodas" and have made preliminary
commitments to begin regional testing.

Initial beverage formulations have been created, along with preliminary
packaging concepts, with positive feedback from consumers and potential
distribution channels. The next step will be to locate packaging facilities
situated close to our potential markets which have the capability to produce the
product in the desired bottles, utilize the labels as designed and are kosher
certified. Once the facilities are located, labels can be finalized, raw
materials can be ordered and an initial production of inventory for sales and
sample may be produced. The company will initially work with small to medium
size co-packing facilities in order to minimize run sizes and initial inventory
requirements.  However, the success of this stage of the operating plan will depend upon the
ability to raise sufficient capital to support the initial production, storage
and shipping of the beverages.

TIWTC has trademarked the name "White T", and has created a label which has a
distinctive and proprietary trade dress. Additional trademarks include the
phrases "the soft drink for hard living" and "tiny tea leaves to excite your
taste buds". The company has recruited George Lois, with an extensive successful
track record in advertising and promotion, to spearhead the creative direction
of the beverages. Mr. Lois has agreed to serve as Chairman of the Board of
Directors, as well as Creative Director for The International White Tea
Company.

We will introduce 6 flavors, including a Cola and Diet Cola, in year one.
They will be certified Kosher, and the regular sodas will contain 20% less sugar
and carbohydrates than current sodas in the market place. The beverages will be
sold to distributors for $17.28 per 24 count case, with a cost of goods
including freight and storage of $8.98, for a gross profit margin of 48%.

First year revenues are projected to be $12,000,000 with a gross profit of
$5,760,000 and net income of $665,000. Revenues are expected to triple in year 2
to $36,000,000 and increase in Year 3 to $75,000,000. Sales growth will result
from increasing market penetration and expansion of customer base driven by
aggressive regional and national advertising and a world class public relations
campaign.

| | 10 | 
| | -- | 

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

The continuance of operations is dependent upon the acquisition of additional
funding.  Phase I, as outlined below, has already been completed using the founders
contributions.

|                                                       
|-------------------------------------------------------
|**PHASE I - PRE DISTRIBUTION (COMPLETE)**              
|First 120 days                                         
|Set up interim business office                         
|Develop distributor relationships                      
|Finalize formulations for 6 - 8 flavors                
|Source and confirm pricing an all ingredients          
|Select bottle and label type                           
|Source and secure manufacturing co-packers             
|Finalize label designs Schedule initial test production
|Create public relations and marketing plan             

|**PHASE II - PRODUCT ROLLOUT**                                                                           
|---------------------------------------------------------------------------------------------------------
|Month One                                                                                                
|Set up permanent business office                                                                         
|Recruit and hire sales and administrative personnel                                                      
|Secure insurance, inclusive of product liability                                                         
|Obtain kosher certification of product and production                                                    
|Add west coast co-packing and storage facility                                                           
|Initiate public relations campaign, product sampling                                                     
|Finalize initial distribution plans                                                                      
|Months two and three                                                                                     
|Produce initial inventories to fulfill orders                                                            
|Expand distribution channels                                                                             
|Formulate organic versions of sodas for "natural" market                                                 
|Month four                                                                                               
|Spring "launch" of products                                                                              
|Initiate major marketing campaign                                                                        
|Aggressive placement in airports, service areas, convenience stores
      and grocery                    
|Months five through twelve                                                                               
|Develop line extensions - other products utilizing white tea                                             
|Finalize organic soda line, limited launch in targeted regions such as
      the Northeast and California
|Continue expansion of White T soda distribution, opening Canadian and
      Mexican markets.             

| | 11 | 
| | -- | 

***Competition*****

The worldwide refreshment beverage industry is measured in the hundreds of
billions of dollars, and continues to be thoroughly dominated by the Carbonated
Soft Drink sector.

Any company that manages to gamer even a tiny fraction of market share within
any significant component of the refreshment beverage industry continues to be
rewarded handsomely. The very top players (Coke, Pepsi, Cadbury Schweppes, etc.)
have made it abundantly clear that it is far less expensive for them to buy
their way into a new or rapidly growing segment, than it is for them to maintain
exorbitant R&D budgets that were a major drag on profits throughout the 70's
and early 80ts. Buyouts in the beverage industry are occurring at a record pace
as well as record price levels.

Thus far we are not aware of any other White Tea sodas on the market, but we
anticipate that the success of TIWTC will inevitably draw in worthy competitors
to the White Tea soda arena. Recently two smaller companies have introduced
Green Tea sodas to the natural food distribution channels and seem to be doing
very well. TIWTC management is confident that White T Soda is far superior both
in flavor and packaging and significantly different in meaningful content of
healthy tea then any other ready-to-drink beverage currently available or that
will be coming to market anytime soon. TIWTC's product development strategy will
be to introduce cutting edge formulations and innovative marketing promotions to
the marketplace always before the curve. It is TIWTC's intent to be the industry
leader in the exploding healthy beverage market place by dominating White Tea
soda, the sector that we have created and believe will far outsell all other
healthy beverages, mainly because of the superior documented health benefits of
White Tea in general and our White T Soda in particular.

***Management*****

The management team will eventually consist of approximately seven officers
and/or directors. In addition to the President/CEO, the company will install a
CFO/Controller, a COO and a Vice President of Sales. Two operations managers
will direct production and quality control, splitting the United States into two
regions - East and West.

***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.

| | 12 | 
| | -- | 

*(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 market for carbonated beverages is intensely competitive. We have no
operating history or any revenues from operations. 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 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 imported
    ingredients;     
|- Governmental restrictions or excessive taxes on exported products;
      and  
|- Over-abundance of products in the healthy beverage
  category.                

*(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

| | 13 | 
| | -- | 

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
10,284,000 common shares; approximately 78.34% of the outstanding common stock
if all the shares offered are sold. 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.

*(8) Risk Due to Lack of Funds*

The company presently lacks sufficient funds to begin operations. No products
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:

| | 14 | 
| | -- | 

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

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.

**(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 gain additional customers.

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 product production, general office
supplies and equipment and staffing.

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

We are currently researching and developing additional beverage flavors as
well as additional products that can be added through complimentary lines.

**(a) Marketing Plan**

Our current marketing plan involves positioning ourselves as manufacturers
selling to direct sales companies. A staff management organization will be put
in place to allow for a sales manager and a separate marketing manager to
develop sales through these direct sales companies.

**(b) Other Markets**

The current management team is developing products designed to contain white
tea as a key ingredient to target other markets. Due to the competitive nature
of the business, the company is not making public the specific products it has
in development.

| | 15 | 
| | -- | 

**(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.

**Management's Discussion and Analysis**

**(1) Results of Operations For the Period Ended September 30, 2003**

During the period ended September 30, 2003, our assets consisted of our bank
account, small product inventory and our product trademarks. We had no revenues
generated from operations. As of September 30, 2003 our cumulative gross
revenues were $0 with a resulting net loss for the nine months ended September
30, 2003 of $16,481.29. Our operations for the nine months ending September 30,
2003 utilized $928.30 of cash flow. We had no cash flows resulting from
investing activities for the nine months ended September 30, 2003. During the
period ended September 30, 2003 we did have cash flows of $26,192.00 generated
from financing activities consisting of the issuance of shares of the Company's
common stock at $.04 per share. Accordingly, for the period ending September 30,
2003 we realized a net increase in cash and cash equivalents of $28.07. When
added to cash and cash equivalents of $37.83 on hand at the beginning of the six
month period, this resulted in cash and cash equivalents on hand at the end of
the period September 30, 2003 of $9.76. Due to the change in management of the
company there is a note payable to Diane J. Harrison in the amount of $50,000.00
issued by the company. There is an additional contingency amount due of
$200,000.00 to Ms. Harrison for stock conversion. In the event Ms. Harrison
cannot sell her shares for a minimum of $0.25 per share by July 31, 2004, the
company shall purchase her shares for $200,000.00. Our accounts payable
decreased by $20,111.15 due to the assumption of debt by our original
incorporator, Michael J. Daniels.

**(2) Results of Operations For the Period Ended December 31,
2002**

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 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 operations were run on a minimal basis by our then President, Diane J.
Harrison, from her residence and occasionally from the store on Lone Mountain
Road. Ms. Harrison's efforts were primarily geared to developing small business
relationships for suppliers and clients for small package shipping.

**(3) Results of Operations Ended December 31, 2001**

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

| | 16 | 
| | -- | 

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 September 30, 2003 we had cash on hand of $9.76. 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.

As of September 30, 2003 we had a net shareholder equity of ($26,252.44),
accumulated losses of over $90,000.00 and a negative cash flow of over
($88,000.00) provided by operating activities. We have had to take in additional
non-interest loans to supplement our cash for operations.

As of December 31, 2002, the company had approximately $37.83 cash on hand.
Management determined this amount was insufficient to continue to support any
store front operations or any expansion. Our beta test, which involved operating
satellite locations, added additional costs and expenses not associated with
running the main storefront operation.  Ms. Harrison provided
additional funding to sustain the Company until completion of the SB-2
Registration 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
then 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.

| | 17 | 
| | -- | 

**Item 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 September 30, 2003, 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 September 30, 2003.

**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**

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 May 12 and May 14, 2003, an additional 29,800 common shares were sold
for $1,192.00 and were issued out of the Primary Offering bringing the total
shares now issued and outstanding to 3,156,929. Each shareholder paid the former
President, Diane J. Harrison, Esq. in cash and Ms. Harrison deposited these
funds into the corporate bank account. On July 30, 2003 an additional 1,000,000 shares of common stock from the
primary offering were sold at $0.04 per share. These shares were paid for by
check and this check was deposited in the corporate bank account. An additional
8,980,596 shares of common stock were issued from treasury to the incoming
officers and directors for services to be performed. No underwriters were used
in any of these transactions. A Form 13-D was filed pertaining to the 8,980,596
shares issued which covered more than five percent (5%) acquisition of ownership
in the company.

**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**

At a special meeting of the shareholders held on July 30, 2003, shareholders
were asked to vote on the following issues:  1) a new slate of officers and
directors, 2) a change in the primary business of the company, and  3) a
name change.

| | 18 | 
| | -- | 

A vote of 99.996% were in favor of all of the changes. Non-voting
shareholders represented the remaining 0.004% of the common stock issued and
eligible to vote. Additionally, the holders of the 29,800 shares of stock that
were sold from the primary offering that was based on the original plan in the
prospectus, were given the opportunity to rescind their purchase of shares due
to these changes. Each shareholder declined the rescission and retained their
shares of stock in the company approving the new proposed operation for
manufacturing and distributing a beverage.

George Freedman, Gerald Brown and Lori Kwoka were nominated as directors and
each accepted their position effective immediately and are to continue until the
next regularly scheduled annual meeting of shareholders.

**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 September 11, 2003 with the Securities Exchange Commission. The company
      made its required disclosures under Rule FD regarding the change in
      officers and directors, the name change, the change in the business of the
      company, and the sale of securities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | *Exhibits*. Exhibits included or incorporated by reference
      herein: See Exhibit Index below.                                                                                                                                                                                                                                                   

**EXHIBIT INDEX**

|**Number** | **Exhibit Description**                                                   
|---------- | --------------------------------------------------------------------------
|           |                                                                           
|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:  January 30, 2004 | /s/ Donald Hejmanowski                                                                   
|                        | Donald Hejmanowski, President, Chief Executive Officer                                   
|                        |                                                                                          
|Date:  January 30, 2004 | /s/ Diane J. Harrison                                                                    
|                        | Diane J. Harrison, Treasurer, Chief Financial Officer, Principal
      Accounting Officer

| | 19 | 
| | -- |