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, 2004
                                                 --------------

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 INCORPORATION OR              I.R.S. EMPLOYER
                 ORGANIZATION)                               IDENTIFICATION NO.)



                      1361 KWANA COURT, PRESCOTT, AZ 86301
                      ------------------------------------
                    (Address of principal executive offices)

                            (928) 717-1088 (Issuer's
                                telephone number)


Securities registered Under 12(g) of the Exchange Act

                         COMMON STOCK, $0.0001 PAR VALUE


         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:            $2,383



<PAGE>



         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:

         44,451,632 common shares @ $0.58(1) = 25,781,947.
         (1)Market price at July 23, 2004.

         As of July 26, 2004,  the Company had  94,836,632  common shares issued
         and outstanding

         Documents Incorporated By Reference:                 NONE

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




                                        2

<PAGE>



                                     PART I


ITEM 1.           DESCRIPTION OF BUSINESS.

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

As used in this annual report,  the terms "we",  "us",  "our",  and "eFood" mean
eFoodSafety.com, Inc., unless otherwise indicated.

DESCRIPTION OF BUSINESS

eFoodSafety.com,  Inc.  was  incorporated  in Nevada on October  28, 1996 as DJH
International,  Inc. to market  products  through  the  Internet.  The  founder,
Michael J.  Daniels,  saw a need for good  products  and services to be marketed
traditionally  and via the  World  Wide  Web and  sought  opportunities  through
companies that had the ability to sell and deliver in a timely fashion.

On October 16, 2000,  we entered into an  agreement  and plan of  reorganization
with Global Procurement Systems, Inc. whereby we acquired Global. As a result of
the  acquisition,  we issued  37,620,000  common  shares and changed our name to
eFoodSafety.com,  Inc. Upon the merger,  Ms.  Patricia Ross assumed the official
duties as  president  and brought us to our present path toward  development  of
sanitation services and products in the fruit and vegetable market worldwide.

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 incorporated 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.

We have undergone no bankruptcy, receivership or similar proceedings.

We were  organized  for the  purpose of  creating a  corporate  vehicle to seek,
investigate and, if such investigation  warrants,  acquire an interest in one or
more business opportunities presented to it. At this time,

                                        3

<PAGE>



we have completed a merger as per above, and have identified a specific business
that we have  targeted  for  operations.  Success  of the plan of  operation  is
contingent  on the prudent  usage of funds  raised,  through  equity and/or debt
financing, to finance our food safety products and services business.

The company is still considered to be a development  stage company.  The company
has  little  revenue  and is  dependent  upon the  raising  of  capital  through
placement  of its  common  stock.  There  can be no  assurance  that  we will be
successful in raising the capital required through the sale of our common stock.

The U.S. Department of Agriculture has estimated that less than 2% of all fruits
and vegetable are pathogen,  or "germ free", at the initial  packing point,  and
less  still are  provided  with a way to  continue  to  eliminate  the growth of
pathogens  during the distribution  cycle. Our research,  covering the past four
years  and,  along  with  our  process  development  has  demonstrated  that our
chemical-free Food Safe Program,  utilizing ozone or electronic  pasteurization,
virtually   eliminated  all   pesticides  and  pathogens,   including  E.  Coli,
Salmonella,   and  Listeria,  at  the  packing  house  or  distribution  center.
Pesticides  are  chemical  sprays  used on a product  while it is growing in the
field.  The residue is left on the  product  under the normal  packing  process.
Pathogens  are  bacteria  typically  classified  as  Salmonella,  Listeria,  and
eColiH157.  Please  note that the Food Safe  Process  effectively  removes  both
pesticides and  pathogens.  The Food Safety Program is intended to be a complete
process that  incorporates  an application  and monitoring  system  utilizing an
ozonated  wash  to  fresh  fruit  and  vegetables.   A  monitoring  device  will
continuously monitor water quality, Oxidation Reduction Potential (ORP), ph, and
maintains continuous records that satisfy Hazard Analysis Critical Control Point
(HACCP) requirements.  The data supplied by the monitoring device is sent to the
USDA to insure compliance with HACCP standards.

A "run-through"  will be completed after the company has acquired a distribution
facility,  set up production lines,  tested equipment,  and insured that all FDA
standards have been met or exceeded.  From the time the company takes possession
of a  distribution  facility,  the first test run will be in thirty (30) days of
that point. The company will be fully operational,  including equipment,  labor,
sales,  and  product  testing,  approximately  two (2) days  after the test run.
eFood's  marketing  plans  will  be  initiated  immediately  and  those  clients
currently awaiting commencement will be serviced.

The  program  will be  marketed  locally  while the Company is in the process of
seeking  patent  protection.  In order to set up a potential  customer base, the
company will introduce its program to various parties in the fruit and vegetable
industry, as well as various government officials.  The company sales staff will
carry out its marketing  plan in the areas of produce  sales,  equipment  sales,
food safe audits, and distribution  center access. The local marketing areas are
the states of Arizona, California, Maryland, Nevada, Oregon and Washington.

The products and services  provided by eFoodSafety  are available in an array of
formats. Our customers would not have to seek a membership to join the food safe
program.  We intend to supply  machinery and materials to those patrons who will
be leasing/purchasing the equipment and performing the process at their own (the
vendor)  facility.  Please note that the equipment will be custom  fabricated by
eFoodSafety.com,  at its Palm Springs manufacturing  facility,  thus causing the
company to require a deposit  from the  customer  in order to outlay any initial
manufacturing costs. By performing the process in the vendor's facility, it will
give an extended shelf life to the produce,  including a reduction in pathogens,
and an impression of sanitization to the end-customer,  but the product will not
meet any  certification for Government  standards due to cross  contamination in
packing, shipping, delivery, etc.

                                        4

<PAGE>



For the entire sanitization program to be deemed efficient,  the process must be
completed at the  company's  distribution  facility  upon it being  acquired and
operational. The results of such process shall exceed any FDA/USDA standards. As
stated  above,  the  company  offers a  variety  of  services  implemental  in a
multitude of environments.

Therefore, billing for the company's products and services must be determined on
a case-by-case basis further described below:

         Outline of the  sanitization  process listed by service and cost if the
         client brings the produce to the  company-owned  distribution  facility
         for processing. This process exceeds any FDA, USDA Standards:


<TABLE>
<CAPTION>
<C>                                                                             <C>
1.       Inspection of Product Cost per unit                                    $               0.10
2.       Handling Product before Processing Cost per unit                       $               0.15
3.       Food Safety Process/Packaging Cost per unit                            $               2.50
4.       Chemical Inspection Cost per unit                                      $               0.25
5.       Sanitizing the Truck Cost per unit                                     $               0.15
6.       Cost of Delivery of Product Cost per unit                              $               1.75
                                                                                -----------------

              Total Cost per unit                                               $               4.90
                                                                                =================
</TABLE>

                           Please note that all prices are subject to change.

         Outline  of  a  la  carte  services   available  at  the  company-owned
         distribution facility without utilizing the sanitization process:

<TABLE>
<CAPTION>
<C>                                                                             <C>
1.       Load Consolidation Cost per unit                                       $               1.00
2.       Store Drop Delivery Cost per unit                                      $               1.50
3.       Repacking Cost per unit                                                $               2.25
4.       Storage Cost per unit                                                  $               0.50
5.       Sales/Marketing Cost per unit                                          $               1.00
6.       Transportation Cost per load                                           $             250.00
</TABLE>

Please note that all prices are subject to change.

         Outline of services available at the customer's facility, not including
         the cost for leasing/purchasing eFood approved equipment:

<TABLE>
<CAPTION>
<C>                                                                             <C>
1.       Process Cost per unit                                                  $               0.30
</TABLE>

         Please  note  that a  unit  could  be  defined  as  follows:  a)  trays
         (berries);  b) cartons (oranges,  peppers,  bananas);  c) lugs (grapes,
         tomatoes); d) sacks (potatoes, cucumbers), etc.

The program will use common materials,  as will the manufacture of equipment, so
that we will have a  multitude  of vending  sources  from  which to  choose.  In
addition, we plan to market our products and services

                                        5

<PAGE>



so as not to become dependent on any one customer.

We also plan to market  all  services,  products  and  produce  through  outside
commissioned sales persons and through our website, http://www.e-foodsafety.com.

RISK FACTORS

An investment in our Common Stock offered  hereby is  speculative  in nature and
involves a high degree of risk. In addition to the other  information  contained
in this filing,  the following  factors  should be considered  carefully  before
making any  investment  decisions  with respect to purchasing  our Common Stock.
This  filing  contains,  in  addition  to the  lack of  historical  information,
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results may differ materially from the results discussed in the  forward-looking
statements.  This Risk Factors section includes all risks that we consider to be
material.

(1) WE ARE A DEVELOPMENT STAGE COMPANY,  WITH LIMITED OPERATING HISTORY, AND YOU
COULD LOSE YOUR ENTIRE INVESTMENT.

Our business  has not shown a profit.  Since we  commenced  operations,  we have
accumulated a negligible net loss through the present.  Although we expect to be
profitable  for the year ending April 30, 2005, we cannot assure that a year-end
profit will be realized or that profitability will continue in the future.

(2) RISK OF ENTERING INTO TRANSACTIONS WITH PARTIES RELATED TO THE COMPANY

Our company  intends to enter into an agreement with Clarence W. Karney,  who is
our  CEO  and a  Director  of the  Company,  for the  right  to use  the  Global
Inspection  Service (GIS) that is a concept  created by Mr. Karney.  The company
plans to negotiate an agreement  whereby GIS can be implemented and offered as a
standard service. No contract has been entered into to date although a letter of
intent to contract has been signed. Failure to reach a definitive agreement with
Mr.  Karney  for the right to offer GIS could  adversely  affect  the  company's
ability to continue in business.  Furthermore, no assurances can be given that a
contract  entered  into would be the  product of arms  length  negotiations  and
result in terms favorable to the Company.

(3) FINANCIAL RISK OF DEPENDENCE ON KEY PERSONNEL.

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

(4) RISK OF LOSS OF INVESTMENT DUE TO HIGHLY COMPETITIVE NATURE OF OUR INDUSTRY.

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 the company
had  operated at a loss for some time and must now fully  execute  its  business
plan.  We are smaller  than our  national  competitors,  and  consequently  lack
comparable financial resources to enter into

                                        6

<PAGE>



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. The success of the company  will depend to a great extent
on Patricia  Ross and her select  management  team.  There is no assurance  that
these  individuals  will remain  with the company due to the lack of  employment
contracts.

(5) RISK OF INCURRING HIGH LEGAL COST DUE TO LITIGATION.

While the  company  is not  currently  involved  in any  litigation,  that is no
indication that the company will be precluded from being sued in the future.  In
the past,  especially  during  periods of market  volatility,  securities  class
action  litigation has often been instituted  against companies similar to ours.
Such litigation, if instituted, could result in substantial costs and diversions
of  management's  attention and resources,  which could have a material  adverse
effect on our business, results of operations and financial condition.

(6) RISK OF EXTERNAL INFLUENCES

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

         o        An abrupt economic change resulting in an unexpected  downturn
                  in demand;
         o        Governmental  restrictions  or excessive  taxes on imports;
         o        Over-abundance   of  products  and  services  related  to  the
                  sanitation industry;

(7) RISKS OF REDUCED LIQUIDITY OF "PENNY STOCKS"

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

(8) RISK DUE TO MINORITY STATUS OF NEW INVESTORS

                                        7

<PAGE>



Our directors and executive officers  beneficially own approximately  50,385,000
common shares;  approximately  53.12% of the outstanding common stock if all the
shares  offered  are sold.  As a result,  these  stockholders,  if they act as a
group, will have a significant  influence on all matters  requiring  stockholder
approval,  including  the  election of  directors  and  approval of  significant
corporate  transactions.  Such  control  may  have the  effect  of  delaying  or
preventing a change in control of the Company.

(9) RISKS DUE TO RESALE RESTRICTIONS IMPOSED BY STATE "BLUE SKY LAWS"

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

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

         o        not eligible for sale under  exemption  provisions  permitting
                  sales  without   registration   to  accredited   investors  or
                  qualified purchasers;

         o        not eligible for the transactional exemption from registration
                  for non-issuer transactions by a registered broker-dealer;

         o        not  eligible  for  registration  under the  simplified  small
                  corporate offering  registration (SCOR) form available in many
                  states;

         o        required to be placed in escrow and the proceeds received held
                  in escrow subject to various limitations; or

         o        not permitted to be registered or exempted from  registration,
                  and thus  not  permitted  to be sold in the  state  under  any
                  circumstances.

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

Specific  limitations  on offerings by  development  stage  companies  have been
adopted in:


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

                                       8

<PAGE>

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

ITEM 2.           DESCRIPTION OF PROPERTY.

         The issuer has an office and  equipment  in  Prescott,  Arizona  and an
equipment manufacturing facility in North Palm Springs,  California. The Company
has finalized a lease for 10,000 square feet of industrial warehouse space to be
used as a  manufacturing  facility.  The warehouse  space is located at 19125 N.
Indian  Avenue  North,  Palm  Springs,  California.  This  is a two  year  lease
beginning June 1, 2004. The Company will pay $4,500 per month for the lease.

ITEM 3.           LEGAL PROCEEDINGS.

We know of no material, active or pending legal proceedings against our company,
nor are we  involved  as a  plaintiff  in any  material  proceeding  or  pending
litigation. There are no proceedings in which any of our directors,  officers or
affiliates, or any registered or beneficial shareholder,  is an adverse party or
has a material interest adverse to our interest.

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

None.

                                     PART II

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

         The stock is traded on the OTC Bulletin  Board with the trading  symbol
EFSF.OB..

         The  following  table set  forth the high and low bid of the  Company's
Common Stock for each quarter  within the past two years.  The Company's  Common
Stock was not publicly  traded during the year ended April 30, 2003,  and during
the first quarter of the year ended April 30, 2004.


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

          As of July 26,  2004,  there were  94,836,632  shares of common  stock
issued  and  outstanding   that  were  held  of  record  by   approximately   40
shareholders. We have 37,620,000 outstanding common shares registered for resale
by the selling shareholders in accordance with the Securities Act of 1933 and we
are in the process of applying with the OTC Bulletin Board.

DIVIDEND POLICY

         We don't plan to pay  dividends  at this time.  We don't  expect to pay
dividends  on common  stock  anytime  soon.  Our board will decide on any future
payment  of  dividends,  depending  on  our  results  of  operations,  financial
condition, capital requirements, and any other relevant factors.


                                        9

<PAGE>



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 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 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.

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

We plan to market all services, products and produce through already established
relationships  between  management  and  potential  clients,  as well as through
outside    commissioned    sales    persons    and    through    our    website,
http://www.e-foodsafety.com.

All funds raised by the company,  if any,  derived  either through a debt and/or
equity  financing,  will be allocated to a tentative  plan of operations for the
next twelve (12) months outlined as follows:

         First 45 Days (Pre-Opening)
         *        Set Up West Coast Facility
         *        Set  Up all  administrative  operations  for  the  west  coast
                  facility including job descriptions, & hiring for positions
         *        Set Up Safe Processing Room
         *        Start Food Safe Audit Program
         *        Start Quality Condition Inspection Program
         *        Write Contracts for all services
         *        Run Through of Food Safe Process

                                       10

<PAGE>



         *        Begin Patent Process for Food Safe Process
         *        Start equipment manufacturing of truck washers
         *        Start writing the specifications  for all government  agencies
                  of Food Safe produce, eggs, poultry and meat

         Month One
         *        Food Safe Produce
         *        Process west coast facility in full operation
         *        All services in operation at west coast facility
         *        Set contracts for all food safe products
         *        Start selling Food Safe Produce to government agencies
         *        Start retail, food service sales of Food Safe Produce
         *        Open negotiations for Mexico border facility
         *        Open truck washing facilities
         *        Open negotiations for New York/ New Jersey facility

         Month Two
         *        Increase equipment sales
         *        Open three truck-washing facilities
         *        Open first Mexico  border  facility  Increase  food safe audit
                  program *  Increase  our brand  name Food Safe  produce  sales
                  operations

         Month Three
         *        Open first facility in New York/ New Jersey
         *        Increase government contracts
         *        Expand quality  inspection program Increase first operation on
                  the Mexico border * Open three more truck washing facilities *
                  Increase equipment sales

         Month Four
         *        Increase  volume of Food Safe  produce  sales of east and west
                  facilities
         *        Introduce  seminars  reference  word  food  safety
         *        Increase  government  services  for  food  safety
         *        Open two truck-washing facilities

         Month Five
         *        Start the  process  to open  first  port  facility
         *        Open next  facility on the Mexico  border
         *        Increase  Food Safe  audit  program
         *        Open five truck-washing facilities

         Month Six
         *        Increase contract client base
         *        Expand sales for the New York/New Jersey facility
         *        Open four truck-washing facilities


                                       11

<PAGE>



         Month Seven
         *        Open first port facility on the east coast
         *        Expand Food Safe audit program to Mexico and Canada
         *        Expand the government sales program

         Month Eight
         *        Open a concentrated advertising program for our food safe
         *        Increase client base for inspection, chemical inspection
         *        Open five truck-washing facilities

         Month Nine
         *        Increase sales at all facilities
         *        Look for join venture partners
         *        Open three truck-washing facilities

         Month Ten
         *        Survey  international  market place
         *        Start   international   sale  of  Food  Safe  Produce
         *        Open   additional   Mexico   border   facility
         *        Open four truck-washing  facilities
         *        Start first operation in New Zealand

         Month Eleven
         *        Increase Sales at all facilities
         *        Open the Health Food Produce Program
         *        Open discussion with the Food Drug Administration, Customs and
                  United States  Department of  Agriculture  for Food Safe Audit
                  Programs
         *        Open seven truck-washing facilities

         Month Twelve

         *        Evaluate opening three  facilities for the south,  central and
                  northwest United States
         *        Move into the South American markets
         *        Increase  international  Food Safe Audit program
         *        Expand  into  the  organic   produce   market
         *        Open twelve truck-washing facilities

COMPETITION

The on-line food-safe products and services marketplace is in its infancy,  with
no dominant business-to- business leader.

The fresh fruits,  vegetables and produce  industries are extremely  competitive
and have become highly fragmented over the years. Operators have been attempting
to hold or increase  market  share  through the  development  and  operating  of
traditional  sales and distribution  outlets.  We believe that on-line marketing
will be effective and that others will emulate our business model.


                                       12

<PAGE>



There are  presently,  to the best of our  knowledge,  no companies that provide
complete  inspection  services,  processes and  equipment.  There are,  however,
competitors that do provide partial food-safe programs.

We will compete with many different  companies  regarding certain commodities in
the market place including, but not limited to:

         *        Dole,  Castle  &  Cook,  Del  Monte,  Baskovitch,  Redi  Pack,
                  Grimmway  Farms,  Tony  Vitrano,  Fresh  Express,  T& A, Fresh
                  America,  Sysco,  Wal-Mart,  K Mart, Costco, Cub Stores, Super
                  Value, Fresh Point, AmeriServ, Kraft, and Monarch Foods;

         *        Safeway,  Albertons's,  Winn Dixie, Publix, Kroger, Food Lion,
                  Stop & Shop,  Wegman's,  Giant Foods,  Path Mart, Cash & Carry
                  and Raley's;

         *        Burger King, Wendy's,  McDonald's,  In and Out Burger, Chili's
                  Subway, Hardee's, Jack-in-the Box, White House, What-a-Burger,
                  PepsiCo, Hyatt Hotels, Marriott Hotels and Hilton Hotels

         *        Private  inspection  services such as McDonalds's  Inspections
                  and FBI Inspections.

The only license  required will be 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.

The management team will eventually consist of approximately ten officers and/or
directors.  Six  supervisors  will  oversee  the  operations  divisions  at each
distribution  center.  The employees at each facility will be contracted through
local vendors.  Mr. Karney,  his  colleagues,  and associates plan to devote one
hundred percent of their professional time to the success of the business.

EMPLOYEES

We currently have six (6) paid full time employees.

CRITICAL ACCOUNTING POLICIES

Our critical  accounting policies are those which we believe require significant
judgements,  often as a result of the need to make estimates about the effect of
matters that are inherently  uncertain.  A discussion of our critical accounting
policies is set forth in the Notes to our Financial  Statements included as part
of this Report.

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.


                                       13

<PAGE>



There are not and have not been any  disagreements  between  the Company and its
accountants  on any matter of  accounting  principles,  practices  or  financial
statements disclosure.

                                    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:

<TABLE>
<CAPTION>
       NAME                            POSITION                                      AGE
<S>                                                                                  <C>
PATRICIA ROSS-GRUDEN        PRESIDENT/TREASURER/DIRECTOR                             63
CLARENCE W. KARNEY          CEO/CFO/SECRETARY/DIRECTOR                               64
RICHARD SPEIDELL            CHIEF OPERATIONS OFFICER/DIRECTOR                        59
WILLIAM R. NELSON           DIRECTOR OF RESEARCH AND DEVELOPMENT/DIRECTOR            69
ROBERT BOWKER               PRESIDENT OF KNOCK-OUT TECHNOLOGIES, LTD/DIRECTOR        55
RALPH BAUGHMAN              DIRECTOR                                                 65
SCOTT MCFEE                 DIRECTOR                                                 46
</TABLE>

BUSINESS EXPERIENCE OF DIRECTORS

PATRICIA ROSS-GRUDEN is the President/Treasurer and a Director and has served in
those  capacities  since  the  merger  of DJH  International,  Inc.  and  Global
Procurement Systems now renamed  eFoodSafety.com,  Inc. Ms. Ross-Gruden had been
selected  as one of the ten most  influential  women in the  transportation  and
travel industry and honored as one of the 100 most influential women in Arizona.
Ms. Ross was with Prime World Travel,  Inc. and  succeeded in the  turnaround of
this  net-deficit  organization  by achieving a 375% turnaround in annual sales.
Ms. Ross was elected  the first  woman  President  of the Chamber of Commerce in
Arizona,  selected to represent  Arizona at the White House Conference for Small
Business  and was  President  of the Board of  Directors  for the Arizona  Small
Business Association.

CLARENCE W. KARNEY,  Chairman,  CEO, CFO, and Director has over  nineteen  years
experience  with the Federal  Government  Department of Defense and the USDA. He
founded  Karney & Associates  and spent fifteen years  building the company as a
leader in the  operations and  inspections  of fresh fruit and  vegetables  from
Central America.  Mr. Karney is a member of the United Fresh Fruit and Vegetable
Association,  Western  Growers  Association,  Institute  of Food  Technologists,
International Food Processors,  Fresh Cut Produce  Association,  and the Produce
Marketing Association.

RICHARD SPEIDELL, Chief Operations Officer and Director, is a 35 year veteran in
the produce and marketing  industries  whose  responsibilities  have encompassed
procurement,   retail,  quality  assurance,   warehousing,   distribution,   and
production.  As demonstrated by Mr.  Speidell's  impressive  career history,  he
provides  the Company  with the proper  skill and  ability to carry  forward his
corporate duties as COO, as well as impart  direction to the present  operations
and future  endeavors  of the Company.  He is a pivotal  point of contact and an
integral part of the  decision-making  activities for the management team, while
working in all levels of the business.



                                       14

<PAGE>



WILLIAM R. NELSON, Director of Research and Development and Director, has been a
well-known  pioneer of the use of ozonated ice in the Alaskan  fisheries.  After
spending  more  than a  decade  at the  University  of  Washington,  as a senior
developer,  College of Fisheries and Food Science, Bill applied for and received
three consecutive grants,  from the Alaska Department of Commerce.  He proved in
his grant  studies that by using an ozonated  rinse,  and ozonated ice to remove
bacteria,  that he could significantly  improve the quality of the product,  and
extend the shelf life.  Since then,  he has worked  relentlessly  on  developing
methods of simplifying the practical application of ozone for food safety. After
nearly a million  dollars worth of prototypes  and research,  Mr. Nelson now has
several patented  equipment  designs that will be available for exclusive use by
e-FoodSafety.com,  Inc. For the past ten years,  Mr.  Nelson was  President  and
Founder of Clean Air & Water Systems,  Inc. which specialized in the application
of  chemical-free  ozone  solutions to the seafood,  beef,  pork,  poultry,  and
produce industries on all commercial levels.

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.

RALPH  BAUGHMAN,   Director,   is  the  majority  stockholder  of  International
Fumigators, Inc. and has been involved in the fumigation business for over forty
years.  His  company,  holding  licenses  with  both  the  Texas  and  Louisiana
Departments of Agriculture, provides pest control services to waterfront related
import/export  companies and steamship  lines. Mr. Baughman will be relied on by
the Company for consult due to his vast experience, involvement in the industry,
and knowledge of current fumigation technology.

SCOTT MCFEE,  Director,  has over ten years  experience in various  operational,
distribution and production capacities with Del Monte Fresh Produce. In his most
recent position he was General Manager for Production and  Distribution  for Del
Monte in Sanger, California, a 250,000 square foot packing and cooling facility.
As G.M., Mr. McFee was responsible for a budget of approximately $14 million per
year and 230 employees.  Prior to Del Monte,  Mr. McFee was employed at Sea-Land
Service for seven years in various supervisory and advisory positions.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires that
our  executive  officers  and  directors  and persons who own more than 10% of a
registered class of our equity  securities file with the Securities and Exchange
Commission  initial  statements of beneficial  ownership,  reports of changes in
ownership and annual reports  concerning their ownership of our common stock and
other equity securities,  on Forms 3, 4 and 5 respectively.  Executive officers,
directors and greater than 10%  shareholders  are required by the Securities and
Exchange  Commission  regulations to furnish us with copies of all Section 16(a)
reports they file.

To the best of our  knowledge,  during the fiscal year ended April 30, 2004, all
executive  officers,  directors  and  greater  than 10%  shareholders  filed the
required reports in a timely manner.

                                       15

<PAGE>



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
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."

ITEM 10.          EXECUTIVE COMPENSATION.

During the year ended April 30, 2004, Clarence W. Karney,  C.E.O. of the Company
received  $19,700 in  compensation.  During the year ended  April 30,  2004,  no
officer  received  compensation in excess of $100,000.  It is possible that upon
completion  of an equity  financing a  compensation  package will be  developed,
however  there  is no time  frame  for the  foreseeable  future.  The  Board  of
Directors will determine  compensation  of executives  and  shareholders  of the
company will not have the  opportunity to vote on or approve such  compensation.
The Board of Directors  will be developing a  compensation  package that will be
within industry standards for executives similarly situated with other companies
in the same industry.

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

The following table sets forth, as at July 26, 2004,  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.


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

Clarence W. Karney
3244 Oakview Drive
Visalia, CA 93277                               25,192,500      26.56

Patricia Ross


                                       16

<PAGE>




350 West Caldwell Ave.
Visalia, CA 9327                                25,192,500      26.56

All Officers and Directors
as a group (2 in number)                        50,385,000      53.12

(1)      The  information  contained  in this table with  respect to  beneficial
         ownership  reflects  "beneficial  ownership"  as  defined in Rule 13d-3
         under the Exchange Act. All information  with respect to the beneficial
         ownership of any  shareholder  has been  furnished by such  shareholder
         and,  except as otherwise  indicated or pursuant to community  property
         laws,  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.

CHANGES IN CONTROL

We are unaware of any contract or other arrangement, the operation of which may,
at a subsequent date, result in a change in control of our company.

Presently in the by-laws  there are no  provisions  that could delay a change in
control of the company.

ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

To the best of the company's  knowledge there are no transactions  involving any
Director,  Executive Officer,  any nominee for election as a Director or Officer
or any security holder who is a beneficial  owner or any member of the immediate
family of the same. The Global  Inspection  Service (GIS) concept was created by
Mr. Karney in l997 to provide  time-sensitive  information on the  availability,
grade, and location of fresh fruit and vegetables in the worldwide market place.
This  information  is designed to be provided to  companies,  organizations  and
individuals involved in sales, purchase, transportation or distribution segments
of the industry.  GIS is a sole proprietorship  owned by Mr. Karney,  however no
definitive  agreement has been reached to date regarding the purchase of the GIS
rights by  eFoodSafety.com,  Inc.  The company  plans to  negotiate an agreement
whereby  GIS  can  be  implemented  and  made  a  standard  service  offered  by
eFoodSafety.com,  Inc.  This  concept  would  provide the company the ability to
offer key data to growers, buyers, and sellers in a cost effective manner giving
a uniformity of grading for all markets. Failure to reach a definitive agreement
with Mr. Karney for the right to offer GIS could adversely  affect the company's
ability to continue in business.  Furthermore, no assurances can be given that a
contract  entered  into would be the  product of arms  length  negotiations  and
result in terms favorable to the Company.  International  Fumigators,  Inc. is a
fumigation  company  based in Houston,  Texas.  There is a definitive  agreement
between eFood and International  Fumigators to contract for services  including;
a.) Fumigation  services at company plant  facilities;  b.) Distribution of food
safe produce  processed at company  facilities for  distribution to customers in
Texas and Mexico; c.) Export and import fumigation on all eFood produce; and d.)
Purchase of three truck  washers for use in a joint  operation  in the  Houston,
Texas area.

         During 2004 and 2003, 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

                                       17

<PAGE>



amount of paid-in  capital  contributed  by  shareholders  totaled  $24,630  and
$37,459 for the years ended April 30, 2004 and 2003 respectively.

         During the year ended April 30, 2004,  shareholders  loaned the Company
$325,000.  The notes are payable in lump-sum including interest at 5% on July 9,
2009. Interest on the notes began accruing on February 3, 2004.

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

Reports on Form 8-K

None

Exhibits

Exhibits Required by Item 601 of Regulation S-B

(3)      ARTICLES OF INCORPORATION AND BY-LAWS

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

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

31       Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32       Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.

ITEM 14.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  annual  report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading  with respect to the period  covered by this annual
                  report on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this annual report on Form 10-KSB.

                                       18

<PAGE>

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.

ITEM 15. PRINCIPAL ACCOUNTANT FEES & SERVICES

         The following is a summary of the fees billed to us by Robison,  Hill &
Company for  professional  services  rendered for the years ended April 30, 2004
and 2003:


           Service                      2004                   2003
------------------------------   ------------------     ------------------
Audit Fees                       $            8,925     $            8,213
Audit-Related Fees                                -                      -
Tax Fees                                          -                      -
All Other Fees                                    -                      -
                                 ------------------     ------------------
Total                            $            8,925     $            8,213
                                 ==================     ==================

AUDIT FEES.  Consists of fees billed for professional  services rendered for the
audits  of  our  consolidated  financial  statements,  reviews  of  our  interim
consolidated  financial  statements  included  in  quarterly  reports,  services
performed in connection  with filings with the Securities & 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.

TAX FEES. Consists 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.

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

         The Audit Committee, is to pre-approve 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 2004 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.

                                       19

<PAGE>
                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                             APRIL 30, 2004 AND 2003











<PAGE>







                                    CONTENTS


<TABLE>
<CAPTION>
                                                                                                          Page

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

Consolidated Balance Sheets
  April 30, 2004 and 2003,.................................................................................F - 2

Consolidated Statements of Operations for the
  Years Ended April 30, 2004 and 2003
  And the Cumulative from January 28, 1998 (Inception) to April 30, 2004...................................F - 3

Consolidated Statement of Stockholders' Equity
  Since January 28, 1998 (Inception) to April 30, 2004.....................................................F - 4

Consolidated Statements of Cash Flows for the
  Years Ended April 30, 2004 and 2003
  And the Cumulative from January 28, 1998 (Inception) to April 30, 2004...................................F - 6

Notes to Consolidated Financial Statements.................................................................F - 8
</TABLE>


<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

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

         We have audited the  accompanying  balance  sheets of  eFoodSafety.com,
Inc. & Subsidiary (a  development  stage company) as of April 30, 2004 and 2003,
and the  related  statements  of  operations  and cash flows for the years ended
April 30, 2004 and 2003 and the cumulative from January 28, 1998  (inception) to
April 30, 2004, and the statement of stockholders'  equity from January 28, 1998
(inception) to April 30, 2004. 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. & Subsidiary (a  development  stage company) as of April 30, 2004 and 2003,
and the results of its  operations  and its cash flows for the years ended April
30, 2004 and 2003 and the cumulative from January 28, 1998  (inception) to April
30, 2004 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
July 28, 2004





                                      F - 1

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                           April 30,
                                                                             --------------------------------------
                                                                                    2004                2003
                                                                             ------------------  ------------------
Assets:
Current Assets
<S>                                                                          <C>                 <C>
   Cash                                                                      $           83,600  $                 -
   Inventory                                                                             47,107                   -
                                                                             ------------------  ------------------
     Total Current Assets                                                               130,707                   -
                                                                             ------------------  ------------------

Fixed Assets
   Equipment                                                                             45,000                   -
                                                                             ------------------  ------------------

     Total Assets                                                            $          175,707  $                -
                                                                             ==================  ==================

Liabilities:
Current Liabilities
   Accounts Payable                                                          $              260  $            2,525
                                                                             ------------------  ------------------

Long-Term Liabilities
   Notes Payable                                                                        325,000                   -
   Accrued Interest                                                                       3,873                   -
                                                                             ------------------  ------------------

     Total Liabilities                                                                  329,133               2,525
                                                                             ------------------  ------------------

Stockholders' Equity:
  Common Stock, $.0001 Par Value
    Authorized 500,000,000 shares, Issued
    93,045,816 at April 30, 2004
    And 88,005,000 at April 30, 2003                                                      9,305               8,800
  Paid-In Capital                                                                     2,207,634             634,325
  Deficit Accumulated During the
    Development Stage                                                                (2,370,365)           (645,650)
                                                                             ------------------  ------------------

     Total Stockholders' Equity                                                        (153,426)             (2,525)
                                                                             ------------------  ------------------

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





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

                                      F - 2

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                                     Cumulative
                                                                                                       since
                                                                                                    January 28,
                                                                                                        1998
                                                                     For the year                    inception
                                                                         ended                           of
                                                                       April 30,                    development
                                                        ---------------------------------------
                                                               2004                 2003               stage
                                                        -------------------  ------------------  ------------------

<S>                                                     <C>                  <C>                 <C>
Revenues                                                $             2,383  $                -  $            2,383
Cost of Sales                                                           780                   -                 780
                                                        -------------------  ------------------  ------------------

     Gross Profit                                                     1,603                   -               1,603
                                                        -------------------  ------------------  ------------------

Expenses
   Research and Development                                       1,408,500                   -           1,408,500
   General and Administrative                                       313,945                   -             959,595
                                                        -------------------  ------------------  ------------------

     Total Expenses                                               1,722,445              32,129           2,368,095
                                                        -------------------  ------------------  ------------------

     Net Loss from Operations                                    (1,720,842)            (32,129)         (2,366,492)

Interest Expense                                                     (3,873)                  -              (3,873)
                                                        -------------------  ------------------  ------------------

     Net Loss                                           $        (1,724,715) $          (32,129) $       (2,370,365)
                                                        ===================  ==================  ==================

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

Weighted Average Shares                                          89,716,927          29,335,000
                                                        ===================  ==================
</TABLE>









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

                                      F - 3

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE JANUARY 28, 1998 (INCEPTION) TO APRIL 30, 2004
<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 - 4

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE JANUARY 28, 1998 (INCEPTION) TO APRIL 30, 2004
                                   (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                   -
Capital contributed by shareholder                                -                   -              24,630                   -
Net Loss                                                          -                   -                   -          (1,724,715)
                                                  -----------------   -----------------  ------------------  ------------------
Balance at April 30, 2004                                93,045,816   $           9,305  $        2,207,634  $       (2,370,365)
                                                  =================   =================  ==================  ==================
</TABLE>

















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

                                      F - 5

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (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
                                                                  --------------------------------------
                                                                         2004                2003               Stage
                                                                  ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                               <C>                 <C>                 <C>
Net Loss                                                          $       (1,724,715) $          (32,129) $      (2,370,365)
Common stock issued for expenses                                           1,549,184                   -          1,549,184
(Increase) Decrease in Inventory                                             (47,107)                  -            (47,107)
Increase (Decrease) in Accrued Interest                                        3,873                   -              3,873
Increase (Decrease) in Accounts Payable                                       (2,265)             (5,330)               260
                                                                  ------------------  ------------------  -----------------
 Net Cash Used in operating activities                                      (221,030)            (37,459)          (864,155)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of equipment                                                        (45,000)                  -            (45,000)
                                                                  ------------------  ------------------  -----------------
Net cash provided by investing activities                                    (45,000)                  -            (45,000)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of stock                                                        -                   -              3,910
Proceeds from loans                                                          325,000                   -            325,000
Capital contributed by shareholder                                            24,630              37,459            663,845
                                                                  ------------------  ------------------  -----------------
Net cash provided by Financing Activities                                    349,630              37,459            992,755
                                                                  ------------------  ------------------  -----------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                                   83,600                   -             83,600
Cash and Cash Equivalents
  at Beginning of Period                                                           -                   -                  -
                                                                  ------------------  ------------------  -----------------
Cash and Cash Equivalents
  at End of Period                                                $           83,600  $                -  $          83,600
                                                                  ==================  ==================  =================

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




                                      F - 6

<PAGE>



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




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.

         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.



















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

                                      F - 7

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (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.

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.

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.


                                      F - 8

<PAGE>



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

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

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, 2004,  the Company has  accumulated  operating  losses of 2,370,105
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, 2004
include the accounts of eFoodSafety.com, Inc. and its subsidiary Food Safe, Inc.
Food Safe, Inc. was acquired by the Company on October 29, 2003.

         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.

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, 2004 and 2003.

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.

                                      F - 9

<PAGE>



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

NOTE 2 - INCOME TAXES

         As of April 30, 2004, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $1,800,000 that may be offset
against future taxable income through 2024. 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, 2004 are not considered
significant enough for the Company to come out of the development stage.

NOTE 4 - COMMITMENTS

         As of April 30, 2004 all  activities of the Company have been conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.

NOTE 5 - 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.



                                     F - 10

<PAGE>



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

NOTE 5 - COMMON STOCK TRANSACTIONS (continued)

         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.

         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 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 6 - RELATED PARTY TRANSACTIONS

         During 2004 and 2003, 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 and $37,459 for the years ended April 30, 2004
and 2003 respectively.

         During the year ended April 30, 2004,  shareholders  loaned the Company
$325,000.  The notes are payable in lump-sum including interest at 5% on July 9,
2009. Interest on the notes began accruing on February 3, 2004.



                                     F - 11

<PAGE>


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

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.

NOTE 8 - INVENTORY

         During the year ended April 30, 2004, the Company  purchased  inventory
of $47,887. The inventory consists of ozonation equipment that will be resold to
clients.  The  inventory  has been  recorded  at cost.  In April  2004,  $780 of
inventory was sold to a third-party.

NOTE 9 - SUBSEQUENT EVENTS

         In May 2004,  the Company  incorporated  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.

         The Company has  finalized a lease for 10,000 square feet of industrial
warehouse space to be used as a manufacturing  and  distribution  facility.  The
warehouse  space is located  at 19125 N.  Indian  Avenue  North,  Palm  Springs,
California.  This is a two year lease  beginning  June 1, 2004. The Company will
pay $4,500 per month for the lease.

         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 Company is seeking an additional  $500,000 on or before
August 9, 2004. The debentures carry a conversion price of $.40 per share of the
Company's common stock.

         The purchasers of the debentures  will 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  shall expire two years from the
date of  issuance  and the  exercise  price of the A Warrants  shall be $.80 per
share.

         The  purchasers  of the  debentures  will 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  shall expire two
years from the date of issuance and the exercise  price of the B Warrants  shall
be $1.00 per share.



                                     F - 12

<PAGE>





                                   SIGNATURES

         In accordance with the requirements 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/ Clarence W. Karney
Clarence W. Karney, CEO, CFO, Secretary, Director
Date: August 11, 2004

By: /s/ Patricia Ross-Gruden
Patricia Ross-Gruden, President, Treasurer, Director
Date: August 11, 2004

By:/s/ Richard Speidell
Richard Speidell, Chief Operations Officer/Director
Date: August 11, 2004

By:/s/ William R. Nelson
William R. Nelson, Director of Research and Development/Director
Date: August 11, 2004

By:/s/ Robert Bowker
Robert Bowker, President of Knock-Out Technologies, Ltd./Director
Date: August 11, 2004

By:/s/ Ralph Baughman
Ralph Baughman, Director
Date: August 11, 2004

By:/s/ Scott McFee
Scott McFee, Director
Date: August 11, 2004





                                       20