U.S. 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 JUNE 30, 2004

         [ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934

         FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                           Commission File No. 0-26682


                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
        -----------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in its Charter)


                  Delaware                                 11-3199437
----------------------------------------------    -----------------------------
(State or other Jurisdiction of Incorporation     (IRS Employer Identification
             or Organization)                                 No.)

                10 Edison Street East, Amityville, New York 11701
         ---------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                  631- 842-7600
               --------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

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

                         YES      X              NO
                                 ----               ----


                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding  shares of the issuer's  common stock,  par value $.01
per share, as of July 27, 2004, was 12,793,773.

Transitional Small Business Disclosure Format (check one):

                         YES                     NO  X
                                 ----               ----


<PAGE>


                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.

                              INDEX TO FORM 10-QSB

                                  June 30, 2004

<TABLE>
<CAPTION>

PART I-- FINANCIAL INFORMATION                                                          PAGE
<S>                                                                                     <C>
         Item 1 -- Financial Statements (Unaudited)

                         Consolidated Balance Sheets at June 30, 2004
                         and December 31, 2003 .......................................... 1

                         Consolidated Statements of Operations
                         for the Three Months and Six Months Ended
                         June 30, 2004 and June 30, 2003 ................................ 2

                         Consolidated Statements of Cash Flows
                         for the Six Months Ended June 30, 2004
                         and June 30, 2003 .............................................. 3

                         Notes to Consolidated Financial Statements ..................... 4

         Item 2 -- Management's Discussion and Analysis of
                   Financial Condition and Results of Operations ........................ 6

         Item 3-- Controls and Procedures ............................................... 8

PART II-- OTHER INFORMATION ............................................................. 9


SIGNATURES ............................................................................. 10


CERTIFICATIONS ......................................................................... 11
</TABLE>



                                      -i-

<PAGE>



                                     PART I
                         ITEM I -- FINANCIAL STATEMENTS

                      Technology Flavors & Fragrances, Inc.
                           Consolidated Balance Sheets



<TABLE>
<CAPTION>
                                                                     At
                                                                  June 30,           At
                                                                    2004        December 31,
                                                                (unaudited)         2003
                                                                ------------    ------------
                          ASSETS
Current assets:
<S>                                                             <C>             <C>
    Cash and cash equivalents                                   $    104,774    $    112,365
    Receivables, net of doubtful accounts of $180,000 in 2004
        and $130,000 in 2003                                       3,770,594       3,121,704
    Inventories                                                    3,616,723       3,799,534
    Prepaid expenses and other current assets                        255,492         116,968
                                                                ------------    ------------
           Total current assets                                    7,747,583       7,150,571

Fixed assets, net                                                  2,362,114       2,235,716
Intangible assets, net                                               202,693         283,771
Other assets                                                         675,437         668,104
Notes receivable from related parties                                 53,047          53,047
                                                                ------------    ------------
           Total assets                                         $ 11,040,874    $ 10,391,209
                                                                ============    ============
                       LIABILITIES

Current liabilities:
    Accounts payable                                            $  1,818,740    $  1,812,247
    Accrued expenses                                                 470,687         460,899
    Revolving credit facility                                      2,272,003       1,778,840
    Current portion of long-term debt                                 80,000          80,000
    Current portion of capital lease obligations                      69,069          69,069
                                                                ------------    ------------
           Total current liabilities                               4,710,499       4,201,055
Long-term debt, less current portion                               1,970,000       1,970,000
Capital lease obligations, less current portion                      156,032          75,402
                                                                ------------    ------------
                                                                   6,836,531       6,246,457
Minority interest                                                     22,766          31,690
Commitments and contingencies

                       STOCKHOLDERS' EQUITY

Common stock:
    $ .01 par value, authorized 20,000,000 shares, issued
    13,004,473 shares                                                130,045         130,045
Paid-in capital                                                   10,365,272      10,365,272
Accumulated deficit                                               (6,195,052)     (6,239,615)
Treasury stock at cost - 210,700 shares of common                   (205,097)       (205,097)
Accumulated comprehensive gain - foreign
    currency translation                                              86,409          62,457
                                                                ------------    ------------
           Total stockholders' equity                              4,181,577       4,113,062
                                                                ------------    ------------
           Total liabilities and stockholders' equity           $ 11,040,874    $ 10,391,209
                                                                ============    ============
</TABLE>



                            See accompanying notes.

                                      -1-


<PAGE>



                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)




<TABLE>
<CAPTION>
                                                           For the three months ended       For the six months ended
                                                                      June 30,                     June 30,
                                                          ----------------------------    ----------------------------
                                                              2004            2003            2004            2003
                                                          ------------    ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>             <C>
 Net sales                                                $  4,382,889    $  4,265,240    $  8,932,059    $  8,080,811
 Cost of sales                                               2,624,046       2,473,644       5,234,450       4,699,024
                                                          ------------    ------------    ------------    ------------
    Gross profit                                             1,758,843       1,791,596       3,697,609       3,381,787
                                                          ------------    ------------    ------------    ------------
 Operating expenses:
    Selling                                                    864,682         803,282       1,642,882       1,545,740
    General and administrative                                 392,253         390,740         853,279         839,843
    Research and development                                   469,185         380,376         928,724         770,654
    Amortization                                                48,750          48,750          97,500          97,863
                                                          ------------    ------------    ------------    ------------
      Total operating expenses                               1,774,870       1,623,148       3,522,385       3,254,100
                                                          ------------    ------------    ------------    ------------
 (Loss) income from operations                                 (16,027)        168,448         175,224         127,687
 Interest expense, net                                         (64,127)        (55,186)       (106,279)        (96,895)
                                                          ------------    ------------    ------------    ------------
 (Loss) income before taxes and minority interest              (80,154)        113,262          68,945          30,792
 Provision for taxes                                            (6,000)         (6,002)         (8,515)        (15,739)
                                                          ------------    ------------    ------------    ------------
 (Loss) income before minority interest                        (86,154)        107,260          60,430          15,053
 Minority interest                                               7,547            --           (15,867)           --
                                                          ------------    ------------    ------------    ------------
 Net (loss) income                                        $    (78,607)   $    107,260    $     44,563    $     15,053
                                                          ============    ============    ============    ============
 Net (loss) income p(.01)mmon share - basic and diluted   $       (.01)   $        .01    $        .00             .00
                                                          ============    ============    ============    ============
 Weighted average common shares outstanding:
      Basic                                                 12,793,773      12,793,773      12,793,773      12,793,773
                                                          ============    ============    ============    ============
     Diluted                                                12,805,435      12,836,169      12,812,650      12,814,971
                                                          ============    ============    ============    ============

</TABLE>

                             See accompanying notes.


                                      -2-
<PAGE>

                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                   For the six months ended June 30,
                                                   ---------------------------------
                                                          2004           2003
                                                       -----------    -----------
Cash flows from operating activities:
<S>                                                    <C>            <C>
    Net income                                         $    44,563    $    15,053
    Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
        Depreciation and amortization                      254,897        244,319
        Provision for bad debts                             50,000            --
        Minority interest                                   (8,924)           --
        Changes in assets and liabilities:
           Accounts receivable                            (698,890)      (683,809)
           Inventories                                     182,811        (68,909)
           Prepaid expenses and other current assets      (138,524)       (62,014)
           Other assets                                    (23,755)         8,499
           Accounts payable                                  6,493         30,521
           Accrued expenses                                  9,788        (54,800)
                                                       -----------    -----------
        Net cash used in operating activities             (321,541)      (571,140)
                                                       -----------    -----------
Cash flows from investing activities:
    Purchase of fixed assets                              (163,759)      (106,037)
    Restricted cash                                             --         73,938
    Notes receivable                                            --         24,473
                                                       -----------    -----------
        Net cash used in investing activities             (163,759)        (7,626)
                                                       -----------    -----------
Cash flows from financing activities:
    Proceeds from revolving credit facility              8,798,000      7,865,000
    Repayment of revolving credit facility              (8,304,837)    (7,357,950)
    Payment of capital lease obligations                   (39,406)       (30,989)
                                                       -----------    -----------
        Net cash provided by financing activities          453,757        476,061
                                                       -----------    -----------
Effect of exchange rate changes on cash                     23,952         66,966
                                                       -----------    -----------
Decrease in cash                                            (7,591)       (35,739)

Cash and cash equivalents - beginning of period            112,365         99,233
                                                       -----------    -----------
Cash and cash equivalents - end of period              $   104,774    $    63,494
                                                       ===========    ===========
</TABLE>

                             See accompanying notes.

                                      -3-

<PAGE>



                                     PART I
                      TECHNOLOGY FLAVORS & FRAGRANCES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2004

1.  BASIS OF PRESENTATION

     Technology Flavors & Fragrances,  Inc. (the "company," "us," "we" or "our")
creates, develops and manufactures flavor and fragrance products used to provide
or enhance  flavors or fragrances  in a wide variety of consumer and  industrial
products.

     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions  to Form 10-QSB.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of our management,  all adjustments  (consisting of normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the  three-month  and six-month  periods ended June 30, 2004 are not
necessarily  indicative  of the results  that may be expected  for the full year
ending December 31, 2004.  These  unaudited  consolidated  financial  statements
should be read in conjunction  with the  consolidated  financial  statements and
footnotes  thereto  included  in our Annual  Report on Form  10-KSB for the year
ended December 31, 2003 and our consolidated  audited  financial  statements and
footnotes contained therein.

2.  INVENTORIES

         Components of inventories are summarized as follows:

                                 June 30, 2004           December 31, 2003
                                 -------------           -----------------
Raw Materials                     $2,279,418                 $2,380,744
Finished Goods                     1,337,305                  1,418,790
                                   ---------                  ---------
                                  $3,616,723                 $3,799,534
                                  ==========                 ==========

3.  EARNINGS PER SHARE

     Basic net income per share is calculated  using the weighted average number
of shares of our common stock outstanding during the period.  Diluted net income
per share for the three-month and six-month periods ended June 30, 2004 and 2003
was  calculated  using  the  weighted  average  common  stock and  common  stock
equivalents that were outstanding  during the period. The effect of common stock
equivalents  for the  three-month  and  six-month  periods  ended June 30,  2004
(11,662  shares and 18,877 shares,  respectively)  and for the  three-month  and
six-month  periods  ended  June 30,  2003  (42,396  shares  and  32,291  shares,
respectively) was not material and, thus,  diluted net income per share for such
periods is the same as basic earnings per share.




                                       -4-

<PAGE>



4. STOCK-BASED COMPENSATION PLANS

     We account for our stock  option  awards to employees  under the  intrinsic
value based method of  accounting  prescribed  by  Accounting  Principles  Board
Opinion No. 25,  "Accounting for Stock Issued to Employees." Under the intrinsic
value  based  method,  compensation  cost is the  excess,  if any, of the quoted
market  price of the  stock at grant  date or other  measurement  date  over the
amount an employee must pay to acquire the stock. We make pro forma  disclosures
of net  income  and  earnings  per share as if the fair  value  based  method of
accounting  had been applied as required by  Statement  of Financial  Accounting
Standards No. 123 ("SFAS 123"),  "Accounting for Stock-Based  Compensation"  and
SFAS  No.  148,  "Accounting  for  Stock-Based  Compensation  -  Transition  and
Disclosure."  We have never  granted  options  below market price on the date of
grant.


<TABLE>
<CAPTION>
                                                         Three months ended June 30,        Six months ended June 30,
                                                      ---------------------------------- -------------------------------
                                                          2004             2003             2004               2003
                                                          ----            -----             ----               ----
<S>                                                     <C>                <C>               <C>               <C>
       Net (loss) income, as reported                   $(78,607)         $107,260             $44,563           $15,053

       Deduct: Total stock-based employee
       compensation expense determined under
       fair value method used                             (8,079)          (39,835)            (16,157)         (104,670)
                                                      -------------------------------------------------------------------
       Pro forma net (loss) income                      $(86,686)          $67,425             $28,406          $(89,617)
                                                      ===================================================================
       Net (loss) income per common share::
           Basic and diluted - as reported               $ (.01)             $ .01               $ .00             $ .00
                                                      ===================================================================
           Basic and diluted -  pro forma                $ (.01)             $ .01               $ .00            $ (.01)
                                                      ===================================================================
</TABLE>

5. RELATED PARTY TRANSACTIONS

     As disclosed in Item 3, Controls and  Procedures,  during the quarter ended
June 30, 2004, the Company made a loan of $40,000 to a senior executive  officer
of the  Company.  This  receivable  due to the Company  was  included in prepaid
expenses and other current assets at June 30, 2004. The receivable was repaid to
the Company in full, with interest, on July 23, 2004.


                                      -5-

<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

     The following  information for the three-month and six-month  periods ended
June  30,  2004  and  June  30,  2003  have  been  derived  from  our  unaudited
consolidated  financial  statements and should be read in  conjunction  with our
Annual  Report on Form  10-KSB  for the year  ended  December  31,  2003 and the
consolidated audited financial statements included therein.

<TABLE>
<CAPTION>
                                       Three months ended June 30,           Six months ended June 30,
                                -------------------------------------  ------------------------------------
                                       2004                2003               2004              2003
                                ------------------  -----------------  -----------------  -----------------
                                                            (amounts in thousands)
<S>                             <C>          <C>    <C>         <C>    <C>         <C>    <C>         <C>
Net sales                       $ 4,383      100.0% $ 4,265     100.0% $ 8,932     100.0% $ 8,081     100.0%
Gross profit                      1,759       40.1    1,791      42.0    3,698      41.4    3,382      41.9
Operating expenses:
    Selling                         865       19.7      803      18.8    1,643      18.4    1,546      19.2
    General and
    administrative                  392        9.0      390       9.1      853       9.5      840      10.4
    Research and development        469       10.7      381       9.0      929      10.4      770       9.5
    Amortization                     49        1.1       49       1.2       98       1.1       98       1.2
(Loss) income from operations       (16)       0.4      168       3.9      175       2.0      128       1.6
Interest expense, net                64        1.4       55       1.3      106       1.2       97       1.2
Provision for income taxes            6        0.1        6       0.1        8       0.1       16       0.2
Minority interest                    (7)       0.1       --        --       16       0.2       --        --
Net (loss) income                   (79)       1.8      107       2.5       45       0.5       15       0.2
</TABLE>

Net sales. Net sales increased by $118,000, or 2.8%, to $4,383,000 for the three
months  ended June 30,  2004 from  $4,265,000  for the same period last year and
increased by $851,000, or 10.5%, to $8,932,000 for the six months ended June 30,
2004 from $8,081,000 for the comparable  six-month period of 2003. The increases
were  principally  attributable  to a  higher  volume  of  existing  flavor  and
fragrance product sales and new product launches.

Gross profit. Gross profit, as a percentage of sales, decreased 1.9% to 40.1% on
net sales of  $4,383,000  for the three months ended June 30, 2004 from 42.0% on
net sales of $4,265,000  for the same period last year,  and  decreased  0.5% to
41.4% on net sales of  $8,932,000  for the six months  ended June 30,  2004 from
41.9% on net sales of $8,081,000  for the same period last year.  Such decreases
in 2004 were due to higher  manufacturing  operating  costs due  principally  in
increases in packaging  materials,  operating  supplies,  insurance  and outside
contract services.


                                      -6-

<PAGE>

OPERATING EXPENSES:

     Selling expenses. Selling expenses for the three months ended June 30, 2004
increased by $62,000,  or 7.7%,  to $865,000  from  $803,000 for the same period
last year and for the six months ended June 30, 2004  increased  by $97,000,  or
6.3%,  to  $1,643,000  from  $1,546,000  for the same  period  last  year.  Such
increases  for  the   three-month   and  six-month   periods  were   principally
attributable to the hiring of additional sales personnel.

     General and administrative  expenses.  General and administrative  expenses
for the three month and  six-month  periods  ended June 30, 2004 of $392,000 and
$853,000,  respectively,  were  consistent  with such expenses in the comparable
periods last year of $390,000 and $840,000, respectively.

     Research and development  expenses.  Research and development  expenses for
the three months ended June 30, 2004 increased by $88,000, or 23.1%, to $469,000
from  $381,000  for the same period last year and for the six months  ended June
30, 2004 increased by $159,000, or 20.6%, to $929,000 from $770,000 for the same
period last year due principally to the hiring of additional technical personnel
and increases in outside contract services.

     Amortization  expense.  Amortization  expense for the three  months and six
months  ended June 30, 2004 of $49,000 and $98,000,  respectively,  was the same
with such expenses in the comparable 2003 periods.

     Total operating  expenses.  Total operating expenses increased by $152,000,
or 9.4%, to $1,775,000 for the three months ended June 30, 2004 from  $1,623,000
for the  comparable  period  in 2003 and  increased  by  $269,000,  or 8.3%,  to
$3,523,000  for the six  months  ended  June 30,  2004 from  $3,254,000  for the
comparable six-month period of 2003 as a result of the factors described above.

Interest  expense,  net.  Interest  expense  increased by $9,000,  or 16.4%,  to
$64,000 for the three months ended June 30, 2004 from $55,000 for the comparable
2003 period and  increased  by $9,000,  or 9.3%,  to $106,000 for the six months
ended June 30, 2004 from $97,000 for the comparable six-month period of 2003 due
principally to higher levels of outstanding borrowing under our revolving credit
facility.

Provision for income taxes.  Provision for income taxes  principally  represents
state franchise taxes and Federal alternative minimum tax. There were no Federal
income tax  provisions  for 2004 and 2003 since we had  available  net operating
loss carryforwards for which valuation allowances have been recorded.

Net  (loss)  income.  Net  (loss)  income  was  $(79,000)  and  $45,000  for the
three-month and six-month  periods ended June 30, 2004 as compared to net income
for the comparable 2003 periods of $107,000 and $15,000, respectively.

LIQUIDITY AND CAPITAL RESOURCES

     Historically,  our financing needs have been met through issuance of equity
and debt  securities and commercial bank loans. In April 2002, we entered into a
five-year  term Loan and  Security  Agreement  with a  lender.  We call this new
revolving credit facility the 2002 Credit  Facility.  The maximum line of credit
under  the  2002  Credit  Facility  was  initially  set at  $3,000,000  and  was
increased, at our option, to $3,500,000 on June 30, 2004.


                                      -7-
<PAGE>



Outstanding  borrowings  under the 2002 Credit  Facility bear interest at a rate
equal to a prime lending rate plus  one-quarter of a percentage  point (4.25% at
June 30, 2004). Borrowings under the 2002 Credit Facility are subject to certain
eligibility   requirements   relating  to  our  receivables   and   inventories.
Outstanding borrowings are secured by substantially all of our assets, including
our  product  formulations.  We must  comply with  certain  financial  and other
covenants  contained in the Loan and Security Agreement,  including  maintaining
tangible  net worth of at least  $3,200,000,  achieving  annual  cash  flow,  as
defined, of at least $1.00 and incurring  expenditures for capital assets of not
more than $500,000 each year,  excluding  those capital  expenditures  made from
proceeds of the Industrial  Development  Agency (IDA) Bonds financing in January
2002. Our  subsidiaries  have guaranteed our  obligations  under the 2002 Credit
Facility.  Borrowings  under  the 2002  Credit  Facility  at June 30,  2004 were
$2,272,000 and $1,228,000 was available for additional  borrowings in accordance
with the terms of the 2002 Credit Facility.

     At June 30, 2004,  our working  capital  increased by $87,000,  or 2.9%, to
$3,037,000  from  $2,950,000  at  December  31,  2003.  We are  committed  under
non-cancellable   operating  and  capital   leases  for  the  upcoming  year  of
approximately $274,000.


ITEM 3 - CONTROLS AND PROCEDURES

     The Company maintains disclosure controls and procedures designed to ensure
that  information  required  to be  disclosed  in its  Exchange  Act  reports is
recorded,  processed,  summarized and reported within the time periods specified
in the SEC's  rules and forms,  and that such  information  is  accumulated  and
communicated to the Company's management,  including its Chief Executive Officer
and its Chief  Financial  Officer,  as  appropriate,  to allow timely  decisions
regarding  required  disclosure.  In designing  and  evaluating  the  disclosure
controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated,  can provide only reasonable assurance
of achieving the desired  control  objectives,  and management  necessarily  was
required to apply its judgment in evaluating the  cost-benefit  relationship  of
possible controls and procedures.

     In  connection  with the  completion of its SAS 100 review of the Company's
consolidated  financial  statements  for the six months ended June 30, 2004, the
Company's  independent auditors,  BDO Seidman, LLP ("BDO"),  communicated to the
Company's  Audit  Committee  that the following  matter  involving the Company's
internal  controls and operation were considered to be "reportable  conditions,"
as defined under  standards  established by the American  Institute of Certified
Public Accountants, or AICPA:

     On one  occasion  in April,  2004,  the  Company  made a loan in the sum of
     $40,000  to a senior  executive  officer  (see  Note 5).  This  loan was in
     violation  of Section  402 of the  Sarbanes  Oxley Act,  and the  Company's
     internal  controls  procedures  did  not  prevent  such  a  violation  from
     occurring.

     Reportable   conditions   are  matters  coming  to  the  attention  of  the
independent auditors that, in their judgment, relate to significant deficiencies
in the design or operation of internal  controls and could adversely  affect the
Company's  ability to record,  process,  summarize  and  report  financial  data
consistent  with the  assertions of management in the financial  statements.  In
addition,  BDO has advised the Company that they  consider the matter,  which is
listed above, to be "material  weakness" that, by itself or in combination  with
any other  factor may result in a more than  remote  likelihood  that a material
misstatement  in our financial  statements  will not be prevented or detected by
our employees in the normal course of performing their assigned functions.


                                       -8-

<PAGE>

     As required by SEC Rule  13a-15(b),  the Company carried out an evaluation,
under the supervision and with the  participation  of its management,  including
its Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of the Company's  disclosure controls and procedures as
of June 30, 2004. Based on the foregoing,  the Company's Chief Executive Officer
and Chief Financial  Officer  determined  that the deficiency  identified by BDO
caused the Company's disclosure controls and procedures not to be effective at a
reasonable  assurance level.  However, the CEO and CFO noted that the Company is
actively  seeking to remedy such  deficiency and did not note any other material
weaknesses or significant  deficiencies in the Company's disclosure controls and
procedures during their evaluation.  The Company continues to improve and refine
its internal  controls.  The Company also noted that violation of Section 402 of
the Sarbanes Oxley Act was inadvertent.

     In order to avoid any further violation of the Sarbanes-Oxley  Act, the CEO
and CFO have met with counsel to discuss such Act in detail and have implemented
procedures  to assure that no loans will be made in  violation of the Act in the
future.

     Other than for the matter  discussed  above,  the Company's Chief Executive
Officer and Chief Financial Officer have determined that the Company's  internal
controls and  procedures  were  effective as of the end of the period covered by
this report. Other than the improvements  discussed above, in the second quarter
of fiscal 2004,  there were no  significant  changes in the  Company's  internal
control over financial  reporting or in other factors that materially  affected,
or are reasonably likely to materially  affect,  the Company's internal controls
over financial reporting.


                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
         Not Applicable

Item 2.  Changes in Securities and Use of Proceeds
         Not Applicable

Item 3.  Defaults Upon Senior Securities
         Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders
         Not Applicable

Item 5.  Other Information
         None

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

          Exhibit 99.1 - Written  Statement of Chief Executive Officer and Chief
          Financial Officer.

(b)      Reports on Form 8-K

          The Company filed a current report on Form 8-K with the Securities and
          Exchange  Commission  on July 27,  2004 with  respect to Item 5. Other
          Events and  Regulation FD Disclosure  and  subsection  (c) Exhibits of
          Item 7. Financial Statements and Exhibits.



                                       -9-

<PAGE>


                                   SIGNATURES




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

Dated:   July 27, 2004

                             TECHNOLOGY FLAVORS & FRAGRANCES, INC.

                         By   /s/   Joseph A. Gemmo
                         ------------------------------------------------------
                                  Joseph A. Gemmo
                                  Vice President and Chief Financial Officer
                                  (Principal Financial Officer and Officer Duly
                                  Authorized to Sign on Behalf of Registrant)


                                      -10-


<PAGE>

                                 CERTIFICATIONS


I, Philip Rosner,  Chairman and Chief Executive Officer of Technology  Flavors &
Fragrances, Inc. (the "Registrant") certify that:

1. I have  reviewed this  quarterly  report on Form 10-QSB for the quarter ended
June 30, 2004 of the Registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this quarterly report; and,

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report.

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures [as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)] for the Registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  disclosed  in this  report  any  change in the  Registrant's  internal
          control over financial reporting that occurred during the Registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the small business issuer's
          internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

     a)   all significant deficiencies and any material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  Registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          control over financial reporting.

Date: July 27, 2004


/s/ Philip Rosner
------------------------------------
Chairman and Chief Executive Officer

                                      -11-

<PAGE>

I, Joseph A. Gemmo,  Vice  President and Chief  Financial  Officer of Technology
Flavors & Fragrances, Inc. (the "Registrant") certify that:

1. I have  reviewed this  quarterly  report on Form 10-QSB for the quarter ended
June 30, 2004 of the Registrant;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact  necessary to make the statements
made, in light of the  circumstances  under which such statements were made, not
misleading with respect to the period covered by this quarterly report; and,

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the Registrant as
of, and for, the periods presented in this report.

4.  The  Registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures [as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)] for the Registrant and have:

     (a)  designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          Registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;

     (b)  evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

     (c)  disclosed  in this  report  any  change in the  Registrant's  internal
          control over financial reporting that occurred during the Registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely to materially  affect,  the small business issuer's
          internal control over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed,  based on our
most recent  evaluation of internal  control over  financial  reporting,  to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):

     a)   all significant deficiencies and any material weaknesses in the design
          or operation of internal  control over financial  reporting  which are
          reasonably  likely to  adversely  affect the  Registrant's  ability to
          record, process, summarize and report financial information; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          control over financial reporting.

Date: July 27, 2004


/s/ Joseph A. Gemmo
------------------------------------------
Vice President and Chief Financial Officer


                                      -12-