UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

            ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


For the fiscal year ended                        April 30, 2005
                                                 --------------

Commission file number                           333-68008
                                                 ---------

                              EFOODSAFETY.COM, INC.
        (Exact name of small business issuer as specified in its charter)


             NEVADA                                       62-1772151
-------------------------------             ------------------------------------
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

              19125 N. INDIAN AVENUE, NORTH PALM SPRINGS, CA 92258
              ----------------------------------------------------
                    (Address of principal executive offices)

                            (760) 329-4304 (Issuer's
                                telephone number)

Securities registered under Section 12(g) of the Exchange Act: None.

Securities registered under Section 12(b) of the Exchange Act: None.


         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 [  ]

         Check if there is no  disclosure  of  delinquent  filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained,  to the best of  registrant's  knowledge,  in definitive  proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X ]

         Issuer's revenues for its most recent fiscal year:            $86,374

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         State the aggregate  market value of the voting and  non-voting  common
equity held by non-  affiliates  computed by reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date within the past 60 days:

         As of June 22, 2005, the Company had  110,344,009  common shares issued
and outstanding

         Documents Incorporated By Reference:                 NONE

         Transitional Small Business Disclosure Format:    Yes [  ]    No [X]




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SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION AND RISK FACTORS

Certain statements in this annual report constitute "forward-looking statements"
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Forward-looking statements deal with our current plans, objectives, projections,
expectations,  assumptions,  strategies, and future events. Words such as "may,"
"expects,"  "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
"will," "should," "could," and variations of such words and similar  expressions
are intended to identify such forward-looking statements.  Similarly, statements
that describe our plans, our strengths and weaknesss and other  information that
is not historical information also are forward-looking statements.

Such forward-looking  statements involve known and unknown risks,  uncertainties
and other factors that may cause the actual results, performance or achievements
of the Company to be materially  different from any future results,  performance
or achievements,  expressed or implied by such forward-looking  statements. Such
factors  include,  among others,  the following:  general  economic and business
conditions,  which will, among other thing, impact the ability of the Company to
implement  its  business  strategy,  and changes in, or failure to comply  with,
governmental regulations affecting food and health.

In addition  to the other  information  contained  in this  annual  report,  the
following  risk  factors,  among others,  that make  investment in shares of the
Company's common stock speculative and risky should be carefully considered.

Poor Financial  Position.  For each of the fiscal years ended April 30, 2004 and
2005, we had net losses of $1,735,965 and $4,281.321, respectively. At April 30,
2005,  our total  liabilities  exceeded out total assets by  $1,391,818  and the
deficit accumulated during the development stage was $6,662,936.  As a result of
our recurring  losses from  operations and our having no established  source off
revenue,  we require  considerable  additional  financing  to  continue  in as a
going-concern.  The  continuing  financial  support of  directors,  officers and
shareholders  to satisfy our  liabilities  and  commitments  is essential to the
continuation  of the Company and there can be no assurance  that such  financial
support will be available in the future.

Dependence  on Key  Personnel.  The success of the Company is largely  dependent
upon the continued  contributions of its key management personnel,  particularly
Patricia  Ross-Gruden and Robert Bowker. The success of the Company also depends
upon its  ability to attract  and retain  additional  qualified  personnel.  The
process of locating  personnel  with the  combination  of skills and  attributes
required to implement  our  strategies is very  competitive  and there can be no
assurance that we will be successful in attracting and retaining such personnel,
particularly in view of our poor financial position. The loss of the services of
our key management  personnel or the inability to attract and retain  additional
qualified personnel could limit or disrupt our future business operations.

Government Regulation. Increased or other federal or state government regulation
of the food and health industries could adversely affect our business, financial
condition and results of operation, by requiring further testing of our products
and imposing other or different licensing requirements.

No  Dividends  Expected.  We have not paid  any cash or other  dividends  on our
common  shares since  inception and we do not expect to pay any dividends in the
future. We expect to use any earnings in our operations.


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Intense  Competition  in the  Food  and  Health  Industries.  There  is  intense
competition  among  providers,   both  individuals  and  entities,   of  various
technologies to improve food and health  conditions.  Many of these  competitors
have substantially  greater financial and marketing  resources than the Company,
stronger name recognition,  brand loyalty and long-standing  relationships  with
our target  customers.  Our  future  success is  dependent  upon our  ability to
compete and our failure to do so could adversely affect our business,  financial
condition and results of operation.

Limited  or  Sporadic  Market  Quotations;  Possible  Illiquidity;  Penny  Stock
Restrictions. Shares of our common stock are quoted and traded from time to time
on the OTC Bulletin Board and in the so-called "Pink Sheets," but the quotations
and trades are limited and sporadic.  As a result,  our shareholders may find it
difficult to obtain  accurate  quotations  concerning  the market value of their
shares.  Our  shareholders  also may experience more difficulty in attempting to
sell their shares than if the shares were listed on a national stock exchange of
quoted on the NASDAQ Stock Market.  Also,  our common shares are classified as a
"penny stock" because they are not traded on a national stock exchange or on the
NASDAQ Stock Market and the market price is less than $5 per share. Rules of the
Securities and Exchange Commission impose additional sales practice requirements
on broker-dealers that recommend the purchase or sale of penny stocks to persons
other than those who  qualify as an  "established  customer"  or an  "accredited
investor."  Among other things, a broker-dealer  must make a determination  that
investments  in penny stocks are suitable for the customer and must make special
disclosures to the customer concerning the risks of penny stocks. Application of
the penny stock rules to our common  shares  could  adversely  affect the market
liquidity  of the  shares,  which in turn may  adversely  affect the  ability of
shareholders to sell their shares.

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

eFoodSafety.com,  Inc. ("eFood" or the "Company") is a development stage company
all of whose planned  principal  operations have commenced,  but the Company has
not  generated  any  significant  revenue.  The  Company  is a  holding  company
operating through wholly owned  subsidiaries and dedicated to improving food and
health conditions around the world through innovative technologies.

The Company was incorporated in Nevada on October 28, 1996 as DJH International,
Inc., acquired Global Procurement  Systems,  Inc. on October 16, 2000 for shares
of its common  stock and changed its name to  eFoodSafety.com,  Inc.  Ozone Safe
Food, Inc.  ("OSF") was acquired on October 29, 2003 for shares of the Company's
common stock and Knock-Out Technologies, Ltd ("Knock-Out")was acquired on May 3,
2004 for shares of the Company's common stock.

The Company's  Knock-Out.  subsidiary  ("Knock-Out")  is developing a variety of
products  based on a  proprietary  blend of organic,  non-toxic  and  food-based
substances.  These products include an anthrax sporicidal, a germicidal cleaner,
a wound care  antiseptic,  an herbicide and an insect  repellent.  Knock-Out has
developed an all-natural and environmentally safe sporicidal formulated entirely
of food-grade components that eradicates anthrax as well as a germicidal product
that kills major bacteria: including E-coli, Listeria, Pseudomonas,  Salmonella,
Staphylococcus  and Streptococcus and avian flu. Its anthrax  sporicidal product
eradicated  with 100%  efficacy  Bacillus  Subtilis and  Clostridium  Sporogenes
bacteria on both hard and porous surfaces in a outside,  third-party  laboratory
study that is a requisite  for EPA  licensure.  As a result of these  successful
laboratory  results,  Knock-Out will seek EPA licensing for this product as both
an

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Anthrax Sporicial Agent and a Hospital  Sterilizing Agent.  Potential  customers
for  Knock-Out's  anthrax  sporicidal  product may include the U.S.  government,
which has expressed interest in products that kill the anthrax virus.  Potential
customers for the germicidal  cleaner product  include nursing homes,  hospitals
and food service facilities.

The Company's Ozone Safe Food, Inc.  subsidiary  ("OSF")  provides a proprietary
technology  that cleans and  sanitizes  equipment  and other  surfaces,  to help
reduce  pathogens and to provide  longer  shelf-life  to produce and meats.  The
patented  technology  can be utilized for direct  application  of ozone to beef,
poultry,  seafood,  fruits and vegetables.  The Company has  distributors in the
United States, the United Kingdom, China, Mexico, Canada and Australia.  Results
of recent  experimental  tests  conducted at  Assumption  University in Bangkok,
Thailand  concluded  that OSF's  mobile ozone unit reduced the number of surface
bacteria  contaminants  by up t  99.8%.  Potential  customers  for  OSF's  ozone
equipment include produce shippers and processors, beef, poultry, pork, seafood,
dairy and waste processors, trucks, bins, food service, production lines, hotels
and restaurants.

SALES AND MARKETING.  Our products are marketed domestically and internationally
through  several non-  exclusive  distribution  agreements  and by our attending
trade shows and industry-related events and seminars. We also plan to market all
services and products through outside commissioned sales persons and through our
website, http://www.efoodsafety.com.

COMPETITION.  The market for  sanitation  products for fruits and  vegetables is
intensely  competitive.  We have limited  operating history and minimal revenues
from operations.  We currently have assets and financial  resources,  but we had
operated at a loss for some time and must now execute its business  plan. We are
smaller  than  our  national  competitors,   and  consequently  lack  comparable
financial  resources to enter into  certain  markets.  In fact,  we compete with
several  companies that  specialize in the $5 billion dollar fruit and vegetable
sanitation market.  Most of these companies have longer histories,  greater name
recognition and more financial resources than we do.

GOVERNMENT  REGULATION.  The only license required for food safety products is a
PACA  (Perishable  Agricultural  Commodities  Act) License and a State's License
issued by the State  Department  in each  state the  Company is  conducting  its
business.  On December 9, 2003,  the Company  received its PACA license from the
U.S. Department of Agriculture.  In June 2001, the FDA approved the use of ozone
on food products.

INTELLECTUAL  PROPERTY.  We have full,  right,  and title to four United  States
patents related to our ozone products and technology:

U.S. Patent Number 5,865,995 issued February 2, 1999 is for the Vortex, a method
of crushing gas into water so efficiently  that the bubbles are barely  visible,
allowing  for a superior  mesh of ozone gas into  water  (Mass  Transfer).  This
process is most important in the application of ozone.

U.S. Patent Number  6,054,046 issued April 25, 2000 is for The Recycle System, a
complete ozone system,  which  incorporates the Vortex,  and eliminates the need
for an ozone  contacting  tank,  simplifies the use of ozone. As utilized in the
Aqua Clean System,  The Recycle  System allows tap water in and ozone water out,
ready for immediate use.


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U.S. Patent Number 6,361,688 B1 issued March 26, 2002 is for  improvements  made
to the Vortex and Recycle System, allowing for increased amounts of liquid to be
treated with ozone gas.

In addition, the company has filed two other patent applications with the United
States Patent and  Trademark  Office  involving  certain  advancements  in ozone
application over the past 12 months.

We consider  patent  protection  important for our business,  particularly  with
respect to Knock-Out's products.  However, we may not have any patent protection
for any derivative uses of our products,  or for any other products we may later
acquire or develop. We also cannot assure that we will be able to obtain foreign
patents to protect our products.

Litigation may be required to enforce our intellectual property rights,  protect
our trade secrets or determine the validity and scope of  proprietary  rights of
others. Any action we take to protect our intellectual  property rights could be
costly and could absorb significant management time and attention.  In addition,
as a result of any such  litigation,  we could  lose any  proprietary  rights we
have.  If any of the  foregoing  occurs,  we may be  unable  to  execute  on our
business plan and you could lose your investment.

RESEARCH & DEVELOPMENT.  We do not anticipate  incurring  material  research and
development  costs during the next 12 months.  Research and development  expense
during the past fiscal year also included  $500,000  expensed in connection with
the  issuance  of  1,000,000  shares  of  common  stock  on  May  3,  2004 n the
acquisition of Knock-Out Technologies, Ltd.

EMPLOYEES.  We currently have eleven paid full time  employees.  We believe that
relations with our employees is good.

ITEM 2.  DESCRIPTION OF PROPERTY.

The Company has an equipment  manufacturing  facility located at 19125 N. Indian
Avenue in North Palm  Springs,  California,  consisting of 40,000 square feet of
office and warehouse space used as the Company's  offices and as a manufacturing
facility.  There is a three year lease beginning  September 1, 2004, for $32,000
per month.

ITEM 3.  LEGAL PROCEEDINGS.

         EFOODSAFETY.COM,  INC. V. KARNEY,  ET al.  (Case No. INC  046894).  The
Company filed a complaint in the Superior Court of Riverside County,  California
on November 5, 2004 against Mr. Karney, AmeriFinancial,  Inc., Trac Force, Inc.,
and Does 1-50 alleging breach of fiduciary duty, conversion, constructive trust,
fraud  and   declaratory   relief.   The  Company   alleges   that  Mr.   Karney
misappropriated  no less than  $189,000  from the Company and attempted to cause
the Company to enter into invalid  contracts with close personal friends without
proper  authorization.  All named defendants have been served. The case is still
at the  pleading  stage and only  limited  discovery  has taken place as certain
defendants are contesting jurisdiction and venue. No trial date has been sent.

         GARCIA V. EFOODSAFETY.COM, INC. (Case No. 50-2004-CA-010352-MB-AH).  On
November 4, 2004,  Edward  Garcia and Stephen  Baugh,  principals of Trac Force,
Inc.,  filed a complaint in the Circuit  Court of the 15th  Judicial  Circuit in
Palm Beach County, Florida seeking to enforce an agreement for the Company

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to acquire Trac Force, Inc. in exchange for shares of the Company's common stock
and a seat on the  Company's  Board.  The case is still in the early  stages and
only limited discovery has taken place. No trial date has been sent.

         AMERIFINANCIAL, INC. V. EFOODSAFETY.COM,  INC. (Case No. H-05-0205). On
December 17, 2004,  AmeriFinancial,  Inc. filed a complaint in the United States
District Court for the Southern District of Texas (Houston Division) against the
Company  seeking to enforce an agreement  for the issuance of shares in exchange
for consulting and capital raising  services.  The Company strongly disputes the
claims alleged and denies the validity of the purported agreement.

A legal  proceeding was instituted in the Superior Court of the State of Arizona
in and for the Yavapi County on July 8, 2005 against eFoodSafety.com,  Inc., and
Patricia  Ross-Gruden,  William R.  Nelson,  Mark  Taggatz  and  Robert  Bowker,
officers and/or directors, by Richard Speidell, alleging breach of an employment
agreement and seeking specific performance,  damages and other relief. A similar
legal proceeding was instituted in that court on that date against Mark Taggatz,
an officer  and  director  of the  Company,  Aquentium  Inc.  and other  unnamed
defendants,  by Clarence Karney,  alleging breach of an employment agreement and
seeking damages and other relief.

As previously reported,  both Mr. Speidell and Mr. Karney were terminated by the
Board of Directors of the  registrant on September 27, 2004, as Chief  Operating
Officer  and  Chairman  and  Chief  Executive  Officer,  respectively.  As  also
previously  reported,  the Company  instituted  a legal  proceeding  against Mr.
Karney and others described in the first paragraph above.

The Board of Directors and the individual  defendants believe both complaints by
Messrs.  Speidell  and Karney are  without  any merit  whatsoever  and intend to
defend  themselves  vigorously.   They  believe  the  legal  proceedings  merely
represent the latest attempts by disgruntled former employees to pursue personal
grievances,  to  harass  the  Company  and its  officers  and  directors  and to
interfere with their devoting time,  energy and attention to the business of the
Company.

ITEM 4.  SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.

None/Not applicable.

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Shares of the Company's  common stock are quoted and traded from time to time on
the OTC Bulletin Board and the so-called  "Pink Sheets," with the trading symbol
"EFSF."

The  following  table set forth the high and low bid  prices  for the  Company's
shares for each  quarter  during the two fiscal  years  ended April 30, 2005 and
2004. The Company's  shares were not publicly traded during the first quarter of
the fiscal year ended April 30, 2004.  The prices reflect  inter-dealer  prices,
without retail  mark-up,  mark-down or commission  and may not represent  actual
transactions.


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                 2005:                  HIGH                 LOW
First Quarter                        $         0.72      $         0.49
Second Quarter                       $         0.57      $         0.25
Third Quarter                        $         0.58      $         0.26
Fourth Quarter                       $         0.46      $         0.32

                 2004:                  HIGH                 LOW
First Quarter                        $          -        $          -
Second Quarter                       $         0.68      $         0.15
Third Quarter                        $         0.53      $         0.32
Fourth Quarter                       $         0.69      $         0.36


         At June 22, 2005,  the market price of the  Company's  common stock was
$.30 per share.

         As of June 22,  2005,  there were  110,334,009  issued and  outstanding
shares  of  common  stock  that  were  held of  record  by  approximately  5,800
shareholders.

DIVIDEND  POLICY.  We don't plan to pay  dividends at this time or anytime soon.
The board of directors will decide on any future payment of dividends, depending
on our results of operations, financial condition, capital requirements, and any
other  relevant  factors.  However,  we expect to use any  future  earnings  for
operations and in the business.

TRANSFER  AGENT AND  REGISTRAR.  The transfer agent and registrar for our common
stock is Signature Stock Transfer,  Inc.,  2301 Ohio Drive,  Suite #100,  Plano,
Texas 75093; telephone (972) 612-4120.

RECENT SALES OF  UNREGISTERED  SECURITIES.  On May 3, 2004,  the Company  issued
1,000,000  restricted  shares of common  stock to acquire  all of the issued and
outstanding  shares  of  Knock-Out   Technologies,   Ltd.   ("Knock-Out").   The
acquisition was expensed.

         On May 3, 2004,  the  Company  issued  1,000,000  restricted  shares of
common  stock  to  acquire  Knock-Out  Technologies,  Ltd.  ("Knock-Out")  as  a
wholly-owned subsidiary of the Company. The acquisition was expensed.

         On May 3, 2004, the Company issued 750,000  restricted shares of common
stock for expenses of $375,000.

         On July 9, 2004,  the Company  issued 40,816 shares of common stock for
general and administrative expenses valued at $24,490.

         On August 5, 2004, the Company issued 20,408 shares of common stock for
general and administrative expenses valued at $10,612.

         On September 17, 2004, the Company issued 20,408 shares of common stock
for general and administrative expenses valued at $8,367.

         In August 2004,  the Company  issued 300,000 shares of common stock for
general and administrative expenses valued at $177,000.


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         During the year ended  April 30,  2005,  the Company  issued  5,098,742
shares of common  stock as  payment  of  interest  of $9,497  and  principal  of
$2,030,000 towards the Company's convertible  debentures.  The total payment was
valued at $2,039,497.

There are no securities authorized for issuance under equity compensation plans.
However,  during the fiscal year ended  April 30,  2005,  the Company  issued as
compensation  an aggregate of 300,000 shares of common stock to consultants  and
advisers pursuant to registration statements on Form S-8.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

YEAR ENDED APRIL 30, 2005

         Prior to April 2004, we had no active operations.  Thus, any comparison
of results of  operations  and financial  position  compared with the year ended
April 30, 2004 and the financial  position as at April 30, 2005 are not relevant
or meaningful.

SALES

         Our  revenues  from  operations  for the year ended April 30, 2005 were
$86,374, and was generated from a sale of Ozone Air Clean units and accessories.

COST OF SALES AND GROSS PROFIT

         Our cost of sales  for the  year  ended  April  30,  2005 was  $41,403,
generating a percentage margin on sales of 52.07%.

RESEARCH AND DEVELOPMENT

         Research and Development  expenses  included $82,342 cash  compensation
paid to William  Nelson,  a  director,  and  $522,363  for  hardware  and parts.
Research and development  expense also included  $500,000 expensed in connection
with the issuance of 1,000,000  common shares on May 3, 2005 in the  acquisition
of Knock-Out Technologies, Ltd.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         A  summary  of our  Selling,  General  and  Administrative  costs is as
follows:

         Cash  based  compensation  was paid to our  staff of  eleven  full-time
employees,  consulting fees for outside directors,  legal advisors and marketing
consultants.  The  Company  also  issued  1,131,632  shares of common  stock for
expenses of $595,469.

         Other selling,  general and  administrative  costs include rent, office
expenses, and travel expenses.

INTEREST EXPENSE


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         Interest expenses of $131,743 were incurred during the year ended April
30, 2005 and relate to interest accrued on outstanding  promissory notes payable
to related  parties in  lump-sum,  including  interest  of 5% to 6%, and are due
between June 3, 2009 and June 1, 2010.  Interest  expenses also included $79,607
from $2.0  million in  convertible  debentures  that were sold  during the first
quarter.

LIQUIDITY AND CAPITAL RESOURCES

         As of January 31, 2005, we had working capital deficit of $53,382. As a
result  of our  operating  losses  during  the year  ended  April 30,  2005,  we
generated a cash flow deficit of $2,797,687 from operating  activities.  We used
cash flows in connection  with investing  activities of $230,577 during the year
ended April 30,  2005,  for the  purchase of fixed  assets,  and the purchase of
marketable securities. We met our cash requirements for the year ended April 30,
2005 through loans of $903,000  from  shareholders  and the sale of  convertible
debentures of $2,000,000.

         On July  21,  2004,  the  Company  sold  $2.0  million  in  convertible
debentures.  The convertible  debentures carry an interest rate of 6% per annum,
payable  quarterly.  We paid a  consultant  10% of the  gross  proceeds  of $2.0
million  ($200,000) as a finder's fee. The debentures  are  convertible at $0.40
per share and expire July 21, 2007.

         The purchasers of the debentures also received an A Warrant to purchase
an amount of common  stock equal to 50% of the number of shares of common  stock
purchased  upon  conversion.  The A  Warrants  expire two years from the date of
issuance and the exercise price of the A Warrants is $0.80 per share.

         The purchasers of the debentures  also received a B Warrant to purchase
an amount of common  stock equal to 50% of the number of shares of common  stock
upon  conversion.  The B Warrants expire two years from the date of issuance and
the exercise price of the B Warrants is $1.00 per share.

         Our  operating  revenues  may be less  than  adequate  to  fund  future
operations  and  growth.  We expect to  continue  to meet our cash  requirements
during the fiscal year  ending  April 30,  2006 and to fund  operations  through
additional sales of our securities and/or through shareholder loans. There is no
guarantee  that we will be  successful  in obtaining  any  additional  financing
should it be required.  If we cannot secure additional financing when needed, we
may be required to cease operations.

By  adjusting  the  Company's   operations  and  development  to  the  level  of
capitalization,  management believes it has sufficient capital resources to meet
projected  cash flow  deficits  through  the next  twelve  months.  However,  if
thereafter  we are  not  successful  in  generating  sufficient  liquidity  from
operations or in raising sufficient capital resources on terms acceptable to us,
this  could  have  a  material  adverse  effect  on  our  business,  results  of
operations, liquidity and financial condition.

Our independent  certified public  accountants have stated in their report which
is included as part of our audited  financial  statements  for the fiscal  years
ended  April 30,  2004 and 2005,  that we have  suffered  recurring  losses from
operations  and have no  established  source of revenue and those  matters raise
substantial doubt about our ability to continue as a going concern.

We have no off-balance sheet arrangements,  special purpose entities,  financing
partnerships or guarantees.


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ITEM 7.  FINANCIAL STATEMENTS.

The  financial  statements  of the Company and  supplementary  data are included
beginning immediately preceding the signature page to this report.

ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

None/Not Applicable.

ITEM 8A.  CONTROLS AND PROCEDURES

The  Company's  Chief  Executive   Officer  and  Chief  Financial   Officer  are
responsible for  establishing  and maintaining  adequate  internal  control over
financial reporting and disclosure controls and procedures for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
out an  evaluation,  under the  supervision  and with the  participation  of the
Company's  Chief  Executive  Officer  and its Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures,  as defined in Rule 15d-15 under the Securities  Exchange Act of
1934 (the  "Exchange  Act") and the Company's  internal  control over  financial
reporting. Based upon the evaluations, the Company's Chief Executive Officer and
Chief  Financial  Officer  concluded  that,  as of the  end of the  period,  the
Company's disclosure controls and procedures and internal control over financial
reporting  were  effective  in  timely  alerting  them to  material  information
relating to the Company  required to be included in the reports that the Company
files and submits pursuant to the Exchange Act.

         The public  accounting  firm that audited the  financial  statements in
this  annual  report  has not  issued  an  attestation  report  on  management's
assessment of the Company's internal control over financial reporting.

         (b) Changes in Internal Control Over Financial Reporting

         Based on the evaluation as of April 30, 2005, there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  affect the  Company's  internal  controls
subsequent to the date of the most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT.

The management  team  consisting of the following  individuals is conducting the
business of the company:



                                       11

<PAGE>


                  NAME                             POSITION               AGE
PATRICIA ROSS-GRUDEN    PRESIDENT/CEO/CFO/DIRECTOR                         63
ROBERT BOWKER           PRESIDENT OF KNOCK-OUT TECHNOLOGIES, LTD/DIRECTOR  55
TIMOTHY MATULA          SECRETARY/DIRECTOR                                 44
JASON SUGARMAN          DIRECTOR                                           44


PATRICIA  ROSS-GRUDEN,   President/CEO/CFO,   and  a  Director,   has  extensive
transportation   and  travel  experience  in  operations,   training,   finance,
management, expansion of start-up and growth companies, and government lobbying.
Mrs.  Gruden has been selected as one of the ten most  influential  women in the
transportation  and travel  industry and has been honored as one of the 100 most
influential women in Arizona.  Further,  Mrs. Gruden was elected the first woman
President  of the  Chamber of  Commerce  in  Arizona  and had been  selected  to
represent  Arizona at the White House Conference for Small Business.  Ms. Gruden
is also  the  COO of  Knock-Out  Technologies,  a  wholly  owned  subsidiary  of
eFoodsafety.com, Inc.

ROBERT BOWKER,  President of Knock-Out  Technologies,  Ltd. and Director, has an
extensive  background in herbs,  natural  supplements and natural  healing.  Mr.
Bowker has been involved with exotic and domestic animals since childhood,  thus
finding  himself  challenged  with  varying  diseases and  illnesses  with these
animals.  The  challenge  was to  effectively  treat the viral,  bacterial,  and
protozoan borne  illnesses  while doing no harm to the animal.  Mr. Bowker began
experimenting with an unorthodox  approach on humans,  using acquired knowledge,
intuition,  and true  passion for the work.  Further,  having  traveled on three
continents,  Mr.  Bowker's  proficiency in holistic  methods and natural healing
properties was also broadened.

TIMOTHY  MATULA,  Secretary and Director,  joined  Shearson Lehman Brothers as a
financial  consultant in 1992. In 1994 he joined Prudential  Securities and when
he left  Prudential  in 1997,  he was  Associate  Vice  President,  Investments,
Quantum Portfolio Manager. Currently, Mr. Matula is President of Quantum Capital
Advisors.

JASON SUGARMAN, Director, is President of MKA Capital Group, Inc., a real estate
investment company, where he heads the underwriting of new investments. Prior to
joining MKA in 2000, Mr. Sugarman  co-founded  Patriot Homes, a homebuilder with
more than $50 million in annual sales.

Effective August 11, 2005, Mark Taggatz, President, Chief Executive Officer, and
William R. Nelson, a director,  resigned their respective offices and positions.
Patricia-Ross  Gruden was appointed  President and Chief  Executive  Officer and
Timothy Matula was appointed Secretary.


AUDIT COMMITTEE FINANCIAL EXPERT

         The  Company's  board of  directors  does not have an "audit  committee
financial   expert,"  within  the  meaning  of  such  phrase  under   applicable
regulations  of the  Securities  and Exchange  Commission,  serving on its audit
committee.  The  board of  directors  believes  that all  members  of its  audit
committee are financially literate and experienced in business matters, and that
one or more  members of the audit  committee  are  capable of (i)  understanding
generally accepted accounting principles ("GAAP") and financial statements, (ii)
assessing the general  application  of GAAP  principles  in connection  with our
accounting for estimates,  accruals and reserves, (iii) analyzing and evaluating
our  financial   statements,   (iv)  understanding  our  internal  controls  and
procedures for financial reporting; and (v) understanding audit committee

                                       12

<PAGE>



functions,  all of which are attributes of an audit committee  financial expert.
However,  the board of directors  believes that there is not any audit committee
member who has obtained these attributes through the experience specified in the
SEC's definition of "audit committee financial expert." Further, like many small
companies,  it is difficult  for the Company to attract and retain board members
who qualify as "audit  committee  financial  experts," and competition for these
individuals is significant.  The board believes that its current audit committee
is able to  fulfill  its  role  under  SEC  regulations  despite  not  having  a
designated "audit committee financial expert."

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The Company does not have a class of securities  registered  pursuant to Section
12 of the Securities Exchange Act of 1934. Accordingly,  the Company's executive
officers  and  directors  and  persons  who  own  more  than  10% of its  equity
securities are not subject to the beneficial ownership reporting requirements of
Section  16(a) of that Act.  However,  although  not  required,  certain of such
persons do file  beneficial  ownership  reports with the Securities and Exchange
Commission.

To the best of our  knowledge  and based  solely  upon our review of the reports
filed and submitted to the Company  during the fiscal year ended April 30, 2005,
the Company believes that all reports were timely filed by such persons.

CODE OF ETHICS

The  Company  has not  yet  adopted  a code of  ethics  applicable  to it  chief
executive officer and chief financial  officer,  but expects to do so during the
fiscal year ending April 30, 2006.

ITEM 10.  EXECUTIVE COMPENSATION.

During each of the two fiscal  years  ended April 30, 2004 and 2003,  the person
who served as Chief Executive  Officer received total annual salary and bonus of
$19,700 and $0,  respectively.  From the period of May 1, 2004 through September
26, 2004, the person who served as Chief Executive Officer received  $156,598.94
in  compensation.  Mark  Taggatz,  who acted as Chief  Executive  Officer of the
Company  from  September  27,  2004 until  August 11,  2005,  received  $1.00 in
compensation.  Patricia  Ross-Gruden,  who served as President during the fiscal
year ended April 30,  2004,  and until  September  27, 2004  received $0 and $0,
respectively.  During the year ended April 30, 2005, no other executive  officer
received compensation in excess of $100,000.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as at June 22, 2005,  certain  information  with
respect to the  beneficial  ownership  of our common  stock by each  shareholder
known by us to be the  beneficial  owner of more than five  percent  (5%) of our
common stock, and by each of our current directors and executive  officers,  and
all executive officers and directors as a group. Each person has sole voting and
investment power with respect to the shares of common stock, except as otherwise
indicated.  Beneficial  ownership consists of a direct interest in the shares of
common stock, except as otherwise indicated.


                                       13

<PAGE>




                                 Name and            Shares        Percentage of
                                Address of        Beneficially         Common
                             Beneficial Owner       Owned (1)          Stock
--------------------------------------------------------------------------------

Clarence W. Karney
1370 St. George Circle
Prescott, AZ 86301                                        25,192,500      22.83

Patricia Ross-Gruden*                                     23,362,500      21.17
Mark Taggatz*                                              4,500,000       4.08
William R. Nelson*                                         1,500,000       1.36
Robert Bowker*                                             1,000,000        **
Timothy Matula*                                              250,000        **

All Officers and Directors as a group (2 in number)       30,612,500      27.74

*Officer  and/or  director.  Messrs.  Taggatz and Nelson  resigned on August 11,
2005. **Less than one percent.

(1) Unless  otherwise  stated,  the address of all persons is 19125 North Indian
Avenue, North Palm Springs, CA 92258.

(2) The information contained in this table with respect to beneficial ownership
reflects "beneficial ownership" as defined in Rule 13d-3 under the Exchange Act.
Each  shareholder  has sole voting and  investment  power with respect to shares
listed as beneficially  owned by such shareholder.  Pursuant to the rules of the
Commission,  in  calculating  percentage  ownership,  each  person  is deemed to
beneficially  own shares  subject to options or warrants  exercisable  within 60
days of the date of this Filing, but shares subject to options or warrants owned
by others (even if exercisable within 60 days) are deemed not to be outstanding.

There are no securities  authorized for issuance to officers and directors under
equity compensation plans.

CHANGES IN CONTROL

We are not aware of any contract or other  arrangement,  the  operation of which
may, at a subsequent date, result in a change in control of the Company.

There are no provisions in governing instruments of the Company that could delay
a change in control of the Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         On May 3, 2004,  the  Company  issued  1,000,000  restricted  shares of
common stock to Robert Bowker, a director,  to acquire  Knock-Out  Technologies,
Ltd. ("Knock-Out") as a wholly-owned subsidiary of the Company.


                                       14

<PAGE>



         During the year ended April 30, 2005,  Patricia  Ross-Gruden loaned the
Company  $150,000.  The loan carries an interest rate of 6% per annum and is due
June 1, 2010.

         During the year ended April 30,  2005,  $82,342 cash  compensation  was
paid to William Nelson, a director, for research and development.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits

Exhibits Required by Item 601 of Regulation S-B

(1)      ARTICLES OF INCORPORATION AND BY-LAWS

3.1      Articles of  Incorporation  (incorporated  by reference to Registration
         Statement on Form SB-2 as amended on February 4, 2003)

3.2      Corporate Bylaws  (incorporated by reference to Registration  Statement
         on Form SB-2 as amended on February 4, 2003)

99(a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

99(b) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

REPORTS ON FORM 8-K

None.

ITEM 14.   PRINCIPAL ACCOUNTANT FEES & SERVICES

         The following is a summary of the fees billed to us by Robison,  Hill &
Company, our principal  accountant,  for professional  services rendered for the
years ended April 30, 2005 and 2004:


           Service                       2005                   2004
------------------------------    ------------------     ------------------
Audit Fees                        $           13,425     $            8,925
Audit-Related Fees                                 -                      -
Tax Fees                                         575                      -
All Other Fees                                     -                      -
                                  ------------------     ------------------
Total                             $           14,000     $            8,925
                                  ==================     ==================

AUDIT FEES.  Consist of fees billed for professional  services  rendered for the
audits of our consolidated  financial  statements included in our annual report,
reviews of our interim  consolidated  financial statements included in quarterly
reports, other services performed in connection with filings with the Securities
and Exchange  Commission and related comfort letters and other services that are
normally  provided by Robison,  Hill & Company in connection  with statutory and
regulatory filings or engagements.


                                       15

<PAGE>



TAX FEES.  Consist of fees billed for professional  services for tax compliance,
tax  advice  and tax  planning.  These  services  include  assistance  regarding
federal,  state and local tax compliance  and  consultation  in connection  with
various transactions and acquisitions.

ALL OTHER FEES. Consist of fees billed for products and services provided by the
principal accountant other than Audit Fees, Audit-Related Fees and Tax Fees.

Audit  Committee  Pre-Approval of Audit and  Permissible  Non-Audit  Services of
Independent Auditors

The Audit Committee  pre-approves all audit and non-audit  services  provided by
the   independent   auditors.   These  services  may  include  audit   services,
audit-related  services,  tax services  and other  services as allowed by law or
regulation.  Pre-approval  is  generally  provided  for up to one  year  and any
pre-approval  is detailed as to the  particular  service or category of services
and is generally  subject to a specifically  approved  amount.  The  independent
auditors  and  management  are  required  to  periodically  report  to the Audit
Committee regarding the extent of services provided by the independent  auditors
in accordance  with this  pre-approval  and the fees incurred to date. The Audit
Committee may also pre-approve particular services on a case-by- case basis.

The  Audit  Committee  pre-approved  100%  of the  Company's  2005  audit  fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final  pre-approval  rules. To the Company's  knowledge,  0% of the
hours expended on the principal  accountant's  engagement to audit the Company's
financial  statements for the fiscal year ended Aril 30, 2005 were attributed to
work  performed  by  person  other  than the  principal  accountant's  full-time
employees.
























                                       16

<PAGE>

                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                             APRIL 30, 2005 AND 2004












<PAGE>







                                    CONTENTS

<TABLE>
<CAPTION>
                                                                                                          Page

<S>                                                                                                       <C>
Independent Auditor's Report...............................................................................F - 1

Consolidated Balance Sheets
  April 30, 2005 and 2004,.................................................................................F - 2

Consolidated Statements of Operations for the
  Years Ended April 30, 2005 and 2004
  And the Cumulative from January 28, 1998 (Inception) to April 30, 2005...................................F - 4

Consolidated Statement of Stockholders' Equity
  Since January 28, 1998 (Inception) to April 30, 2005.....................................................F - 5

Consolidated Statements of Cash Flows for the
  Years Ended April 30, 2005 and 2004
  And the Cumulative from January 28, 1998 (Inception) to April 30, 2005...................................F - 7

Notes to Consolidated Financial Statements.................................................................F - 9
</TABLE>


<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

eFoodSafety.com, Inc. & Subsidiaries
(A Development Stage Company)

         We have audited the  accompanying  balance  sheets of  eFoodSafety.com,
Inc. & Subsidiaries (a development stage company) as of April 30, 2005 and 2004,
and the  related  statements  of  operations  and cash flows for the years ended
April 30, 2005 and 2004 and the cumulative from January 28, 1998  (inception) to
April 30, 2005, and the statement of stockholders'  equity from January 28, 1998
(inception) to April 30, 2005. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

         We conducted our audit in  accordance  with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial  position of  eFoodSafety.com,
Inc. & Subsidiaries (a development stage company) as of April 30, 2005 and 2004,
and the results of its  operations  and its cash flows for the years ended April
30, 2005 and 2004 and the cumulative from January 28, 1998  (inception) to April
30, 2005 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

         The accompanying  consolidated  financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the consolidated financial statements, the Company has suffered recurring losses
from  operations  and  has  no  established  source  of  revenue.   This  raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these  matters are  described  in Note 1. These  consolidated
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

                                                    Respectfully submitted


                                                    /s/ Robison, Hill & Co.
                                                    Certified Public Accountants
Salt Lake City, Utah
August 12, 2005

MEMBERS OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF THE SEC PRACTICE SECTION and THE PRIVATE COMPANIES PRACTICE SECTION

1366 East Murray-Holladay Road, Salt Lake City, Utah  84117-5050
Telephone 801/272-8045, Facsimile 801/277-9942
                                      F - 1

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                           April 30,
                                                                                    2005                2004
                                                                             ------------------  ------------------
Assets:
Current Assets
<S>                                                                          <C>                 <C>
   Cash                                                                      $           38,336  $           83,600
   Marketable securities                                                                165,543                   -
   Inventory                                                                                  -              47,107
   Accounts receivable                                                                      386                   -
   Prepaid expenses                                                                       7,000                   -
   Deposits                                                                              32,800                   -
                                                                             ------------------  ------------------

     Total Current Assets                                                               244,065             130,707
                                                                             ------------------  ------------------

Fixed Assets
   Equipment                                                                             61,500              45,000
   Furniture and fixtures                                                                 7,583                   -
   Computer and software                                                                 18,937                   -
   Building improvements                                                                 16,361                   -
   Vehicles                                                                              11,170                   -
   Accumulated Depreciation                                                             (23,256)                  -
                                                                             ------------------  ------------------

     Total Fixed Assets                                                                  92,295              45,000
                                                                             ------------------  ------------------

     Total Assets                                                            $          336,360  $          175,707
                                                                             ==================  ==================
</TABLE>
















                                      F - 2

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                           April 30,
                                                                                    2005                2004
                                                                             ------------------  ------------------
Liabilities:
Current Liabilities
<S>                                                                          <C>                 <C>
   Accounts payable                                                          $          257,786  $              260
   Accrued interest                                                                      39,661                   -
                                                                             ------------------  ------------------
     Total current liabilities                                                          297,447                 260
                                                                             ------------------  ------------------
Long-Term Liabilities
   Notes payable                                                                      1,228,000             325,000
   Convertible debentures                                                                50,000                   -
   Accrued interest                                                                      56,009               3,873
                                                                             ------------------  ------------------
     Total Long-term liabilities                                                      1,334,009             328,873
                                                                             ------------------  ------------------

     Total Liabilities                                                                1,631,456             329,133
                                                                             ------------------  ------------------

Stockholders' Equity:
  Common Stock, $.0001 Par Value
    Authorized 500,000,000 shares, Issued
    107,026,190 at April 30, 2005
    And 99,795,816 at April 30, 2004                                                     10,703               9,980
  Paid-In Capital                                                                     5,352,452           2,218,209
  Cumulative unrealized gains and losses                                                    258                   -
  Deficit Accumulated During the
    Development Stage                                                                (6,658,509)         (2,381,615)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                      (1,295,096)           (153,426)
                                                                             ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                                                  $          336,360  $          175,707
                                                                             ==================  ==================
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                      F - 3

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                                     Cumulative
                                                                                                       since
                                                                                                    January 28,
                                                                                                        1998
                                                                     For the year                    inception
                                                                         ended                           of
                                                                       April 30,                    development
                                                        ---------------------------------------
                                                               2005                 2004               stage
                                                        -------------------  ------------------  ------------------

<S>                                                     <C>                  <C>                 <C>
Revenues                                                $            86,374  $            2,383  $           88,757
Cost of sales                                                        41,403                 780              42,183
                                                        -------------------  ------------------  ------------------

     Gross Profit                                                    44,971               1,603              46,574
                                                        -------------------  ------------------  ------------------

Expenses
   Sales and marketing                                               80,159                   -              80,159
   Research and development                                       1,108,099           1,408,500           2,516,599
   Consulting                                                       877,819              11,250             889,069
   General and administrative                                     2,141,748             313,945           3,101,343
                                                        -------------------  ------------------  ------------------

     Total Expenses                                               4,207,825           1,733,695           6,587,170
                                                        -------------------  ------------------  ------------------

     Net Loss from Operations                                    (4,162,854)         (1,732,092)         (6,540,596)

Other Income (Expense)
Interest income                                                       2,418                   -               2,418
Dividend income                                                      10,026                   -              10,026
Gain/Loss on sale of
   marketable securities                                              5,259                   -               5,259
Interest Expense                                                   (131,743)             (3,873)           (135,616)
                                                        -------------------  ------------------  ------------------

     Net Loss                                           $        (4,276,894) $       (1,735,965) $       (6,658,509)
                                                        ===================  ==================  ==================

Basic & Diluted loss per share                          $            (0.04)  $           (0.02)
                                                        ===================  ==================

Weighted Average Shares                                         103,850,275          94,377,201
                                                        ===================  ==================
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      F - 4

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE JANUARY 28, 1998 (INCEPTION) TO APRIL 30, 2005

<TABLE>
<CAPTION>
                                                                                                                  Deficit
                                                                                                                Accumulated
                                                                                                                   Since
                                                                                                                January 28,
                                                                                                                    1998
                                                                                                                Inception of
                                                              Common Stock                    Paid-In           Development
                                                       Shares             Par Value           Capital              Stage
                                                  -----------------   -----------------  ------------------  ------------------
<S>                                               <C>                 <C>                <C>                 <C>
Balance at January 28, 1998 (inception)                           -   $               -  $                -  $                -
February 9, 1998 Issuance of
  Stock for cash                                         16,795,000               8,397              (4,487)                  -
Capital contributed by shareholder                                -                   -              44,154                   -
Net Loss                                                          -                   -                   -             (48,064)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 1998                                16,795,000               8,397              39,667             (48,064)

Retroactive adjustment for 3 to 1
   Stock split and change in par value
   From $.0005 to $.0001                                 33,590,000              (3,359)              3,359                   -
                                                  -----------------   -----------------  ------------------  ------------------

Restated balance at April 30, 1998                       50,385,000               5,038              43,026             (48,064)

Capital contributed by shareholder                                -                   -             265,612                   -
Net Loss                                                          -                   -                   -            (265,612)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 1999                                50,385,000               5,038             308,638            (313,676)

Capital contributed by shareholder                                -                   -             246,897                   -
Net Loss                                                          -                   -                   -            (246,897)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 2000                                50,385,000               5,038             555,535            (560,573)

October 16, 2000 Shares issued for
    Acquisition of GPS                                   37,620,000               3,762              (3,762)                  -
Capital contributed by shareholder                                -                   -              23,101                   -
Net Loss                                                          -                   -                   -             (23,101)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 2001                                88,005,000               8,800             574,874            (583,674)

Capital contributed by shareholder                                -                   -              21,992                   -
Net Loss                                                          -                   -                   -             (29,847)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 2002                                88,005,000               8,800             596,866            (613,521)
</TABLE>




                                      F - 5

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE JANUARY 28, 1998 (INCEPTION) TO APRIL 30, 2005
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                                  Deficit
                                                                                                                Accumulated
                                                                                                                   Since
                                                                                                                January 28,
                                                                                                                    1998
                                                                                                                Inception of
                                                              Common Stock                    Paid-In           Development
                                                       Shares             Par Value           Capital              Stage
                                                  -----------------   -----------------  ------------------  ------------------
<S>                                               <C>                 <C>                <C>                 <C>
Capital contributed by shareholder                                -   $               -  $           37,459  $                -
Net Loss                                                          -                   -                   -             (32,129)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 2003                                88,005,000               8,800             634,325            (645,650)

Common stock issued to acquire
     Food Safe, Inc.                                      1,500,000                 150             649,850                   -
Common stock issued for expenses                          3,540,816                 355             898,829                   -
Common stock issued for expenses                          6,750,000                 675              10,575                   -
Capital contributed by shareholder                                -                   -              24,630                   -
Net Loss                                                          -                   -                   -          (1,735,965)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 2004                                99,795,816               9,980           2,218,209          (2,381,615)

Common stock issued to acquire
   Knock-Out Technologies, Inc.                           1,000,000                 100             499,900                   -
Common stock issued for expenses                            750,000                  75             374,925                   -
Common stock issued for consulting                           81,632                   8              43,461                   -
Common stock issued for expenses                            300,000                  30             176,970                   -
Common stock issued for payment
   of convertible debentures                              5,098,742                 510           2,038,987                   -
Net loss                                                          -                   -                   -          (4,276,894)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 2005                               107,026,190   $          10,703  $        5,352,452  $       (6,658,509)
                                                  =================   =================  ==================  ==================
</TABLE>







   The accompanying notes are an integral part of these financial statements.

                                      F - 6

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                             Cumulative
                                                                                                                Since
                                                                                                             January 28,
                                                                               For the year                     1998
                                                                                  ended                     Inception of
                                                                                April 30,                    Development
                                                                  --------------------------------------
                                                                         2005                2004               Stage
                                                                  ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                               <C>                 <C>                 <C>
Net Loss                                                          $       (4,276,894) $       (1,735,965) $      (6,658,509)
Adjustments used to reconcile net loss to net
   cash provided by (used in) operating activities:
Depreciation                                                                  23,256                   -             23,256
Gain/Loss on sale of marketable securities                                    (5,259)                  -             (5,259)
Common stock issued for accrued interest                                       9,497                   -              9,497
Common stock issued for expenses                                           1,095,469           1,560,434          2,655,903
(Increase) Decrease in inventory                                              47,107             (47,107)                 -
(Increase) Decrease in prepaid expenses & deposits                           (39,800)                  -            (39,800)
(Increase) Decrease in accounts receivable                                      (386)                  -               (386)
Increase (Decrease) in accrued interest                                       91,797               3,873             95,670
Increase (Decrease) in accounts payable                                      257,526              (2,265)           257,786
                                                                  ------------------  ------------------  -----------------
 Net Cash Used in operating activities                                    (2,797,687)           (221,030)        (3,661,842)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets                                                     (70,551)            (45,000)          (115,551)
Purchase of marketable securities                                           (500,000)                  -           (500,000)
Dividends reinvested in marketable securities                                (10,026)                  -            (10,026)
Proceeds from sale of marketable securities                                  350,000                   -            350,000
                                                                  ------------------  ------------------  -----------------
Net cash provided by investing activities                                   (230,577)            (45,000)          (275,577)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of stock                                                        -                   -              3,910
Proceed from convertible debentures                                        2,080,000                   -          2,080,000
Proceeds from loans                                                          903,000             325,000          1,228,000
Capital contributed by shareholder                                                 -              24,630            663,845
                                                                  ------------------  ------------------  -----------------
Net cash provided by Financing Activities                                  2,983,000             349,630          3,975,755
                                                                  ------------------  ------------------  -----------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                                  (45,264)             83,600             38,336
Cash and Cash Equivalents
  at Beginning of Period                                                      83,600                   -                  -
                                                                  ------------------  ------------------  -----------------
Cash and Cash Equivalents
  at End of Period                                                $           38,336  $           83,600  $          38,336
                                                                  ==================  ==================  =================
</TABLE>


                                      F - 7

<PAGE>


                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (continued)

<TABLE>
<CAPTION>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                                               <C>                 <C>                 <C>
  Interest                                                        $                -  $                -  $               -
  Franchise and income taxes                                      $                -  $                -  $               -
</TABLE>


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

         On October 16, 2000, the Company issued approximately 37,620,000 shares
of common stock, par value $.0005, to acquire Global Procurement Systems.

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock to acquire Food Safe,  Inc. As of October 29, 2003, Food Safe, Inc.
is a wholly owned subsidiary of the Company.

         In May 2004, the Company issued 1,000,000  restricted  shares of common
stock to acquire Knock- Out Technologies,  Ltd.  ("Knock-Out") as a wholly-owned
subsidiary of the Company.

         During the year ended  April 30,  2005,  the Company  issued  5,098,742
shares of common stock as payment towards the Company's convertible  debentures.
The total payment was valued at $2,039,497.


















   The accompanying notes are an integral part of these financial statements.

                                      F - 8

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary  of  accounting  policies  for  eFoodSafety.com,  Inc.  &
Subsidiary (a development stage company) is presented to assist in understanding
the Company's consolidated financial statements. The accounting policies conform
to generally accepted accounting  principles and have been consistently  applied
in the preparation of the consolidated financial statements.

Organization and Basis of Presentation

         The  Company  was  incorporated  in Nevada on October  28,  1996 as DJH
International,  Inc. to market  products  through the  Internet.  On October 16,
2000,  the Company  entered into an agreement  and plan of  reorganization  with
Global Procurement Systems,  Inc. ("GPS") whereby the Company acquired GPS. This
business  combination  was accounted for as a reverse  merger with GPS being the
surviving  entity  for  financial  reporting  purposes.   As  a  result  of  the
acquisition,  the Company issued  37,620,000  shares of common stock in exchange
for the outstanding shares of GPS and changed its name to eFoodSafety.com, Inc.

         GPS was  incorporated  under the laws of the State of Nevada on January
28, 1998.  Since January 28, 1998 the Company is in the development  stage,  and
has not commenced planned principal operations.

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock to acquire Food Safe,  Inc. As of October 29, 2003, Food Safe, Inc.
is a wholly owned subsidiary of the Company.

         In May 2004, the Company issued 1,000,000  restricted  shares of common
stock to acquire Knock- Out Technologies,  Ltd.  ("Knock-Out") as a wholly-owned
subsidiary of the Company.  Knock-Out is to be a  manufacturer  of  all-natural,
non-toxic, food-grade products.

Nature of Business

         The Company was organized as a vehicle to provide  methods and products
to ensure the safety of fruits and vegetables being marketed worldwide.

Cash and Cash Equivalents

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.





                                      F - 9

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Pervasiveness of Estimates

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

Business Condition

         These accompanying consolidated financial statements have been prepared
on a going concern basis,  which  contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business. As
of April 30, 2005, the Company has  accumulated  operating  losses of $6,662,936
since its  inception.  The  continuation  of the Company is  dependent  upon the
continuing financial support of directors and stockholders.  It is the intention
of the Company to raise new equity financing of approximately  $2,500,000 within
the upcoming  year.  Amounts raised will be used to implement the company's plan
of  operations.  While the Company is expending  its best efforts to achieve the
above plans,  there is no assurance  that any such activity will generate  funds
that will be available for operations.

         These conditions raise substantial doubt about the Company's ability to
continue  as a going  concern.  These  financial  statements  do not include any
adjustments that might arise from this uncertainty.

Principles of Consolidation

         The consolidated financial statements for the year ended April 30, 2005
include the accounts of  eFoodSafety.com,  Inc. and its subsidiaries  Food Safe,
Inc.  and  Knock-Out  Technologies,  Ltd.  Food Safe,  Inc.  was acquired by the
Company on October 29, 2003.  Knock-Out  Technologies,  Ltd. was acquired by the
Company in May 2004 as a wholly-owned subsidiary.

         The  results  of  subsidiaries  acquired  or sold  during  the year are
consolidated  from their effective dates of acquisition  through their effective
dates of disposition.

         All  significant  intercompany  balances  and  transactions  have  been
eliminated.




                                     F - 10

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Depreciation

         Office furniture,  equipment and leasehold improvements,  are stated at
cost.  Depreciation and amortization are computed using the straight-line method
over the estimated economic useful lives of the related assets as follows:

                  Furniture & Fixtures                        5-10 years
                  Equipment                                   5-  7 years
                  Computers                                   3-  5 years
                  Leasehold improvements                      2-10 years

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Earnings (Loss) per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at April 30, 2005 and 2004.

Concentration of Credit Risk

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

Revenue recognition

         Revenue is recognized  from sales of product at the time of shipment to
customers.  Title passes to the customer at the time the items are shipped,  and
are no longer owned by the Company.

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2004  financial
statements to conform with the 2005 presentation.


                                     F - 11

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

Investment in Marketable Securities

         The Company's  securities  investments  that are bought and held for an
indefinite  period  of time are  classified  as  available-for-sale  securities.
Available-for-sale securities are recorded at fair value on the balance sheet in
current  assets,  with the change in fair value during the period  excluded from
earnings and recorded net of tax as a component of other comprehensive income.

         Investments in securities are summarized as follows:
<TABLE>
<CAPTION>
                                                                               April 30, 2005
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                            <C>
Available-for-sale securities                             $             258  $                -  $          165,543
                                                          =================  ==================  ==================


                                                                               April 30, 2004
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
Available-for-sale securities                             $               -  $                -  $                -
                                                          =================  ==================  ==================
</TABLE>

         Realized  gains and  losses  are  determined  on the basis of  specific
identification.  During the years ended April 30, 2005 and 2004,  sales proceeds
and   gross   realized   gains   and   losses  on   securities   classified   as
available-for-sale securities were:


                                        For the Year Ended
                                            April 30,
                                     2005                2004
                              ------------------  ------------------

Sale Proceeds                 $          350,000  $                -
                              ==================  ==================

Gross Realized Losses         $                -  $                -
                              ==================  ==================

Gross Realized Gains          $            5,259  $                -
                              ==================  ==================



                                     F - 12

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2 - INCOME TAXES

         As of April 30, 2005, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $6,000,000 that may be offset
against future taxable income through 2025. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has recently  begun  principal  operations and as is common
with a development  stage company,  the Company has had recurring  losses during
its development  stage.  The Company's  financial  statements are prepared using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses. Revenues as of April 30, 2005 are not considered
significant enough for the Company to come out of the development stage.

NOTE 4 - COMMON STOCK TRANSACTIONS

         On February 9, 1998, the Company issued approximately 50,385,000 shares
(post split) of common stock to its officers and  directors for payments made on
the Company's behalf during its formation in the amount of approximately $3,910.

         On October 16, 2000, the Company  entered into an agreement and plan of
reorganization with Global Procurement Systems, Inc. ("GPS") whereby the Company
acquired GPS. This business  combination  was accounted for as a reverse  merger
with GPS being the  surviving  entity for  financial  reporting  purposes.  As a
result of the acquisition,  the Company issued 37,620,000 shares of common stock
in  exchange  for  the  outstanding  shares  of GPS  and  changed  its  name  to
eFoodSafety.com, Inc.

         The merger was recorded as a recapitalization.  In connection with this
recapitalization, the number of shares outstanding prior to the merger have been
restated  to  their  post  merger  equivalents  (increased  from 360  shares  to
50,385,000)  and the par value of the Common Stock  changed from no par value to
$.0001. All references in the accompanying financial statements to the number of
Common  shares and  per-share  amounts  since  inception  have been  restated to
reflect the equivalent number of post merger shares.



                                     F - 13

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 4 - COMMON STOCK TRANSACTIONS (continued)

         In August 2003,  the Company  issued  6,750,000  shares of common stock
(post-split) for services valued at $11,250.

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock to acquire Food Safe,  Inc. As of October 29, 2003, Food Safe, Inc.
is a wholly owned subsidiary of the Company.

         On November 10, 2003,  the Company  issued  1,800,000  shares of common
stock for general and administrative expenses valued at $30,000.

         On April 19, 2004,  the Company  issued  200,000 shares of common stock
for general and administrative expenses valued at $100,000.

         On April 21, 2004, the Company issued  1,500,000 shares of common stock
for research and development expenses valued at $750,000.

         During March and April of 2004,  the Company  issued  40,816  shares of
common stock for general and administrative expenses valued at $19,184.

         On May 3, 2004,  the  Company  issued  1,000,000  restricted  shares of
common  stock  to  acquire  Knock-Out  Technologies,  Ltd.  ("Knock-Out")  as  a
wholly-owned subsidiary of the Company. The acquisition was expensed.

         On May 3, 2004, the Company issued 750,000  restricted shares of common
stock for expenses of $375,000.

         On July 9, 2004,  the Company  issued 40,816 shares of common stock for
general and administrative expenses valued at $24,490.

         On August 5, 2004, the Company issued 20,408 shares of common stock for
general and administrative expenses valued at $10,612.

         On September 17, 2004, the Company issued 20,408 shares of common stock
for general and administrative expenses valued at $8,367.

         In August 2004,  the Company  issued 300,000 shares of common stock for
general and administrative expenses valued at $177,000.


                                     F - 14

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 4 - COMMON STOCK TRANSACTIONS (continued)

         During the year ended  April 30,  2005,  the Company  issued  5,098,742
shares of common stock as payment towards the Company's convertible  debentures.
The total payment was valued at $2,039,497.

         On November  14,  2003,  the Company  changed the number of  authorized
Common shares from 50,000,000 to 500,000,000.  Par value of the Company's Common
shares was changed from $.0005 to $.0001. On December 5, 2003, the Company did a
3 for 1 forward  stock  split.  All  references  in the  accompanying  financial
statements to the number of Common shares and per-share  amounts since inception
have been restated to reflect the equivalent number of post stock split shares.

NOTE 5 - RENT AND LEASE EXPENSE

         The Company  relocated its corporate offices to 19125 N. Indian Avenue,
North Palm Springs, California,  effective September 1, 2004 and has finalized a
three year lease for 30,000 square feet of warehouse  space,  12,000 square feet
of outside space,  and executive  office space. The Company will pay $32,000 per
month for the lease.

         The minimum  future lease payments under these leases for the next five
years are:


           Year Ended April 30,                               Real Property
------------------------------------------                  -----------------
      2006                                                  $         384,000
      2007                                                            384,000
      2008                                                            128,000
      2009                                                                  -
      2010                                                                  -
                                                            -----------------

      Total five year minimum lease payments                $         896,000
                                                            =================

         The  lease  generally  provides  that  insurance,  maintenance  and tax
expenses  are  obligations  of the  Company.  It is expected  that in the normal
course of business,  leases that expire will be renewed or replaced by leases on
other properties.

NOTE 6 - RELATED PARTY TRANSACTIONS

         During 2004, shareholders have paid general and administrative expenses
on behalf of the Company.  These  payments have been recorded as expenses and as
paid-in  capital to the Company.  The amount of paid-in  capital  contributed by
shareholders totaled $24,630 for the year ended April 30, 2004.




                                     F - 15

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 6 - RELATED PARTY TRANSACTIONS (continued)

         During the year ended April 30, 2004,  shareholders  loaned the Company
$325,000.  During the year ended April 30, 2005, shareholders loaned the Company
an additional  $903,000.  The notes are payable in a lump-sum including interest
of 5% to 6%, and are due between June 3, 2009 and June 1, 2010. The total amount
of principal  and interest due on these notes is  $1,284,009  and $328,873 as of
April 30, 2005 and 2004, respectively.

NOTE 7 - ACQUISITION

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common  stock to  acquire  Food Safe,  Inc.  Food  Safe,  Inc.  had no assets or
liabilities,  except for a patent  pending  that has been valued at $650,000 and
expensed  as  part  of  research  and  development   expense  in  the  financial
statements. As of October 29, 2003, Food Safe, Inc. is a wholly owned subsidiary
of the Company.

         On May 3, 2004,  the  Company  issued  1,000,000  restricted  shares of
common  stock  to  acquire  Knock-Out  Technologies,  Ltd.  ("Knock-Out")  as  a
wholly-owned  subsidiary of the Company.  Knock-Out is to be a  manufacturer  of
all-natural,   non-toxic,  food-grade  products.  Knock-Out  had  no  assets  or
liabilities. The acquisition has been expensed in the financial statements.

NOTE 8 - CONVERTIBLE DEBENTURES

         On July  21,  2004,  the  Company  sold  $2.0  million  in  convertible
debentures.  The convertible  debentures carry an interest rate of 6% per annum,
payable quarterly.  The debentures carry a conversion price of $.40 per share of
the Company's common stock. The outstanding  principal balance of the debentures
are due on July 21, 2007.

         The  purchasers of the  debentures  receive an A Warrant to purchase an
amount  of common  stock  equal to 50% of the  number of shares of common  stock
purchased via this investment.  The A Warrants expire two years from the date of
issuance and the exercise price of the A Warrants is $.80 per share.

         The purchasers of the  debentures  also receive a B Warrant to purchase
an amount of common  stock equal to 50% of the number of shares of common  stock
purchased via this investment.  The B Warrants expire two years from the date of
issuance and the exercise price of the B Warrants is $1.00 per share.

         During the year ended  April 30,  2005,  the Company  issued  5,098,742
shares of common stock as payment towards the Company's convertible  debentures.
The total payment was valued at $2,039,497.

         At April 30, 2005 and 2004,  the total amount of principal and interest
due on the convertible debentures is $89,661 and $0, respectively.


                                     F - 16

<PAGE>


                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 9 - LITIGATION

         EFOODSAFETY.COM,  INC. V. KARNEY,  ET al.  (Case No. INC  046894).  The
Company filed a complaint in the Superior Court of Riverside County,  California
on November 5, 2004 against Mr. Karney, AmeriFinancial,  Inc., Trac Force, Inc.,
and Does 1-50 alleging breach of fiduciary duty, conversion, constructive trust,
fraud  and   declaratory   relief.   The  Company   alleges   that  Mr.   Karney
misappropriated  no less than  $189,000  from the Company and attempted to cause
the Company to enter into invalid  contracts with close personal friends without
proper  authorization.  All named defendants have been served. The case is still
at the  pleading  stage and only  limited  discovery  has taken place as certain
defendants are contesting jurisdiction and venue. No trial date has been sent.

         GARCIA V. EFOODSAFETY.COM, INC. (Case No. 50-2004-CA-010352-MB-AH).  On
November 4, 2004,  Edward  Garcia and Stephen  Baugh,  principals of Trac Force,
Inc.,  filed a Complaint in the Circuit  Court of the 15th  Judicial  Circuit in
Palm Beach  County,  Florida  seeking to enforce an  agreement  to acquire  Trac
Force,  Inc. In exchange for shares of the Company's  common stock and a seat on
the  Company's  Board.  The case is still in the early  stages and only  limited
discovery has taken place. No trial date has been sent.

         AMERIFINANCIAL, INC. V. EFOODSAFETY.COM,  INC. (Case No. H-05-0205). On
December 17,  2004,  AmeriFinancial,  Inc.  filed a Complaint in the US District
Court for the Southern District of Texas (Houston  Division) against the Company
seeking to enforce an  agreement  for the  issuance  of shares in  exchange  for
consulting  and capital  raising  services.  The Company  strongly  disputes the
claims alleged and denies the validity of the purported agreement.  This case is
presently stayed pending changes in California litigation.

         A legal proceeding was instituted in the Superior Court of the State of
Arizona in and for the Yavapi  County on July 8, 2005  against  eFoodSafety.com,
Inc., the registrant, and Patricia Ross-Gruden,  William R. Nelson, Mark Taggatz
and Robert Bowker,  officers and/or  directors,  by Richard  Speidell,  alleging
breach of an employment agreement and seeking specific performance,  damages and
other relief.  A similar legal  proceeding  was instituted in that court on that
date against Mark Taggatz, an officer and director of the registrant,  Aquentium
Inc. and other unnamed  defendants,  by Clarence  Karney,  alleging breach of an
employment agreement and seeking damages and other relief.

         As  previously  reported,   both  Mr.  Speidell  and  Mr.  Karney  were
terminated by the Board of Directors of the registrant on September 27, 2004, as
Chief Operating Officer and Chairman and Chief Executive Officer,  respectively.
As also previously  reported,  the Company instituted a legal proceeding against
Mr. Karney and others in the Superior Court of Riverside  County,  California on
November 5, 2004,  alleging breach of fiduciary duty,  conversion,  constructive
trust and fraud;  the complaint  alleges,  among other  things,  that Mr. Karney
misappropriated  $189,000 and entered into contracts with close personal friends
without any authorization.

         The Board of Directors of the registrant and the individual  defendants
believe both  complaints  are without any merit  whatsoever and intend to defend
themselves  vigorously.  They believe the legal proceedings merely represent the
latest attempts by disgruntled  former employees to pursue personal  grievances,
to harass the  registrant  and its officers and directors and to interfere  with
their devoting time, energy and attention to the business of the registrant.

                                     F - 17

<PAGE>



                                   SIGNATURES

         In  accordance  with the  requirements  of  Section  13 or 15(d) of the
Exchange  Act, the  registrant  caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

EFOODSAFETY.COM, INC.


By: /s/ Patricia Ross-Gruden
Patricia Ross-Gruden, President,
Chief Executive Officer, Chief Financial Officer
Date: August 15, 2005

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.


By:/s/Patricia Ross-Gruden
Patricia Ross-Gruden, Director, Chief
Executive Officer and Chief Financial Officer
Date: August 15, 2005

By:/s/ Robert Bowker
Robert Bowker, Director
Date: August 15, 2005

By:/s/ Timothy Matula
Timothy Matula, Director and Secretary
Date: August 15, 2005

By:/s/ Jason Sugarman
Jason Sugarman, Director
Date: August 15, 2005





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