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, 2006
                                                              --------------

              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.)


           7702 E DOUBLETREE RANCH ROAD SUITE 300 SCOTTSDALE AZ 85258
                    (Address of principal executive offices)

                                 (480) 607-2606
                (Issuer's telephone number, including area code)

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

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

         Check  whether the issuer is not required to file  reports  pursuant to
Section 13 or 15(d) of the Exchange Act. [ ]

         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 ]

         Indicate by check mark whether the  registrant  is a shell  company (as
defined by Rule 12b-2 of the Exchange Act). Yes No X






                                       1
<PAGE>


         Issuer's revenues for its most recent fiscal year:   $537,038
                                                              --------

         State the aggregate  market value of the voting and  non-voting  common
equity held by  non-affiliates  computed by  reference to the price at which the
common  equity  was sold,  or the  average  bid and asked  price of such  common
equity, as of a specified date within the past 60 days: As of July 19, 2006, the
Company had 113,359,480  common shares held by non-affiliates  with an aggregate
market value of $28,339,870.

         State the number of shares  outstanding of each of the issuer's classes
of common equity,  as of the latest  practicable  date: As of July 19, 2006, the
Company had 176,714,480 common shares issued and outstanding.

         Documents Incorporated By Reference:        None

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





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<PAGE>





SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION AND RISK FACTORS

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

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

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

POOR FINANCIAL POSITION. For each of the fiscal years ended April 30, 2004, 2005
and  2006,  we  had  net  losses  of  $1,735,965,   $4,276,894  and  $9,385,323,
respectively.  At April 30, 2006,  the deficit  accumulated  since  inception on
October 16, 2000 was $16,043,832. As a result of our poor financial position and
recurring losses from operations,  we require considerable  additional financing
to continue as a going-concern.  The continuing  financial support of directors,
officers and  shareholders  to satisfy our  liabilities  and  commitments as our
operations are commencing to generate  revenues is essential to the continuation
of the Company and there can be no assurance that such financial support will be
available in the future.

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






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<PAGE>

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

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

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

                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

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

The Company was incorporated in Nevada on October 28, 1996 as DJH International,
Inc., which acquired Global  Procurement  Systems,  Inc. on October 16, 2000 for
shares of its common stock and changed its name to  eFoodSafety.com,  Inc. Ozone
Safe Food,  Inc.  ("OSF")  was  acquired  on October  29, 2003 for shares of the
Company's common stock, Knock-Out  Technologies,  Ltd ("Knock-Out") was acquired
on May 3, 2004 for shares of the Company's  common stock and MedElite,  Inc. was
acquired  on August  31,  2005 for shares of the  Company's  common  stock.  The
Company sold Ozone Safe Food, Inc. to Mark Taggatz,  former  President and Chief
Executive Officer of the Company, on August 24, 2005 in exchange for 1.5 million
shares of the  Company's  common  stock,  which were returned to the Company and
cancelled.



                                       4
<PAGE>

Knock-Out is developing a variety of products  based on a  proprietary  blend of
organic, non-toxic and food-based substances.  These products include an anthrax
sporicidal,  a germicidal cleaner, a wound care antiseptic,  an herbicide and an
insect  repellent.  Knock-Out has developed an all-natural  and  environmentally
safe  sporicidal  formulated  entirely of food-grade  components that eradicates
anthrax as well as a  germicidal  product that kills major  bacteria:  including
E-coli, Listeria, Pseudomonas, Salmonella,  Staphylococcus and Streptococcus and
avian flu. Its anthrax sporicidal product eradicated with 100% efficacy Bacillus
Subtilis and Clostridium Sporogenes bacteria on both hard and porous surfaces in
a outside,  third-party  laboratory study that is a requisite for EPA licensure.
As a result of these  successful  laboratory  results,  Knock-Out  will seek EPA
licensing  for this  product as both an Anthrax  Sporicial  Agent and a Hospital
Sterilizing  Agent.  Potential  customers  for  Knock-Out's  anthrax  sporicidal
product  may  include  the U.S.  government,  which has  expressed  interest  in
products that kill the anthrax  virus.  Potential  customers for the  germicidal
cleaner product include nursing homes, hospitals and food service facilities.

Knock-Out  also has  completed  its  product  formulations  on what it calls the
"Total  Solution" to the potential Bird Flu pandemic.  The Citroxin  formulation
has definitively proven in independent  laboratory testing to eliminate the H9N2
virus,  which is the surrogate  organism used in all laboratory  testing for the
Bird Flu, on both hard and porous  surfaces.  The  Citroxin  formulation  can be
sprayed  on bird cages and hen  houses  without  it being  harmful to animals or
humans in surrounding  areas if ingested.  The EPA has issued  Registration  No.
82723-1 for the Big 6 Plus  Germicidal  product,  currently  marketed under then
name "Citroxen."


Humans who have contracted the H5N1 virus,  commonly known as Bird Flu, can rely
on the Citroxin O2 formulation,  an ingestible product that the company believes
will prove to have dramatic  effects on the Bird Flu virus.  Clinical trials are
currently ongoing on the Influenza Viruses A and B, but testimonials from humans
who have taken the product with influenza-like  symptoms indicate very promising
results.

The Citroxin  formulation  for the Bird Flu virus will  undergo  testing on live
subjects in  Thailand,  a region  that has been  affected by the Bird Flu virus,
after  protocol  testing on a wide range of  infectious  diseases.  The Citroxin
formulation  tests  will  be  conducted  by  the  National  Center  for  Genetic
Engineering and  Biotechnology,  a branch of the National Science and Technology
Development Agency (NSTDA) located in the greater Bangkok metropolitan area. The
NSTDA was established in 1991 by the Royal Government of Thailand and officially
commenced its operation in 1992. The establishment of NSTDA, unlike other public
science and technology  organizations in Thailand, was unique as it was aimed to
"be the Agency with a high degree of autonomy and mobility unbound by the normal
rules,  procedures,  and  regulations of  governmental  bureaucracy" in order to
"conduct,   support,   coordinate,   and  promote   efforts  in  scientific  and
technological development between the public and private sectors towards maximal
benefit for national development." Since its establishment,  NSTDA has served as
the hub where leading  scientists and experts meet and work to tackle scientific
and technological  issues of imminent concern to both national and international
communities.





                                       5
<PAGE>

MedElite,  Inc.  distributes  clinically  proven products to physicians who then
prescribe  the  products  for  their  patients.  It is the  exclusive  U.S.  and
worldwide  distributor  of  the  Talsyn(TM)-CI/bid  Scar  Cream  that  has  been
clinically proven to facilitate and improve the appearance, redness and strength
of  scars   (www.talsyn.com).   The  company  is  also  is  a  distributor   for
Cinnergen(TM),  a non-prescription liquid whole food nutritional supplement that
promotes healthy glucose metabolism (www.cinnergen.com),  and Trimmendous(TM), a
weight loss formula  focusing on the body's  24-hour  metabolic  processes.  The
company has recently  entered into a joint venture  agreement  with CK41 Direct,
Inc. to launch an anti-acne skin care system,  with a branded name and celebrity
spokesperson  to-be-announced  in the  near  future.  The  company  is also is a
distributor for Cinnergen(TM),  a non-prescription liquid whole food nutritional
supplement that promotes  healthy glucose  metabolism  (www.cinnergen.com),  and
most recently  became a distributor for  Trimmendous(TM),  a weight loss formula
focusing on the body's 24-hour  metabolic  processes.  MedElite has entered into
several   non-exclusive   international,   national  and  regional  distribution
agreements for its products.



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

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

GOVERNMENT  REGULATION.  Increased federal or state government regulation of the
health industry could  adversely  affect our business,  financial  condition and
results of oeperation,  by requiring  frter testing of our products and imposing
other or different licensing requirements.


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

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

RESEARCH & DEVELOPMENT.  We do not anticipate incurring significant research and
development costs during the next 12 months.



                                       6
<PAGE>

EMPLOYEES.  None,  other  than Mrs.  Gruden,  Mr.  Matula,  Mr.  Bowker  and Dr.
Goldfarb,  none of whom receives any  compensation for services as an officer or
as a director. See Item 9.

ITEM 2. DESCRIPTION OF PROPERTY. The Company has no real property. The principal
executive offices at Scottsdale,  Arizona are leased at $250 per month ,with the
lease expiring in August 2006.  Knock-Out 's principal  offices in White Plains,
New York, are leased at $250 per month,  with the lease expiring in August 2006.
MedElite's  principal  offices in Langhorne,  PA are leased at $1,000 per month.
The Company considers such facilities adequate for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS.

EFOODSAFETY.COM, INC. V. KARNEY, ET al. (Case No. INC 046894). The Company filed
a complaint in the Superior Court of Riverside County, California on November 5,
2004 against  Clarence W. Karney,  AmeriFinancial,  Inc., Trac Force,  Inc., and
Does 1-50 alleging breach of fiduciary  duty,  conversion,  constructive  trust,
fraud and  declaratory  relief.  The Company  alleges that Mr. Karney,  a former
officer  and   director   of  the  Company  who  is  a  principal   shareholder,
misappropriated  no less than  $189,000  from the Company and attempted to cause
the Company to enter into invalid  contracts with close personal friends without
proper  authorization.  In  settlement  of this and other,  related  proceedings
described  below, the Company  transferred  100,000  restricted  shares and paid
$30,000 to Chris F. Conn,  C. Mark Conn and Conn Chemical  Engineeriing  Company
and transferred  1,000,000 restricted shares and $30,000 to Edward S. Garcia and
Stephen C. Baugh.  Mr. Karney is the only remaining  defendant and a default has
been  entered  against  him and the  Company  has  requested  entry of a default
judgment against him.

GARCIA V. EFOODSAFETY.COM, INC. (Case No. 50-2004-CA-010352-MB-AH).  On November
4, 2004, Edward Garcia and Stephen Baugh,  principals of Trac Force, Inc., filed
a complaint  in the  Circuit  Court of the 15th  Judicial  Circuit in Palm Beach
County,  Florida seeking to enforce an agreement for the Company to acquire Trac
Force,  Inc. in exchange for shares of the Company's  common stock and a seat on
the Company's Board. This proceeding has been settled., as described above.

AMERIFINANCIAL, INC. V. EFOODSAFETY.COM,  INC. (Case No. H-05-0205). On December
17, 2004,  AmeriFinancial,  Inc. filed a complaint in the United States District
Court for the Southern District of Texas (Houston  Division) against the Company
seeking to enforce an  agreement  for the  issuance  of shares in  exchange  for
consulting and capital raising  services.  This proceeding has been settled,  as
described above.

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




                                       7
<PAGE>

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

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

None/Not applicable.

                                     PART II

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

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

The  following  table sets  forth the high and low bid prices for the  Company's
shares for each  quarter  during the two fiscal  years  ended April 30, 2006 and
2005. The prices reflect inter-dealer prices, without retail mark-up,  mark-down
or commission and may not represent actual transactions.

                 2006:                        HIGH                LOW
First Quarter                                $0.36              $0.24
Second Quarter                               $0.37              $0.17
Third Quarter                                $0.31              $0.20
Fourth Quarter                               $0.50              $0.25

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


         At July 19, 2006,  the market price of the  Company's  common stock was
$.28 per share.

         As of July 19,  2006,  there were  176,715,480  issued and  outstanding
shares  of  common  stock  that  were  held of  record  by  approximately  5,800
shareholders.

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

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



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<PAGE>

RECENT SALES OF  UNREGISTERED  SECURITIES.  As described more fully in Note 4 to
the Notes to the  Consolidated  Financial  Statements  included  as part of this
annual report,  during the past three years the Company has issued shares of its
common stock for:  acquisitions of Knock-Oct and MedElite (and Ozone Safe Foods,
which since has been disposed of); cash; services;  general,  administrative and
other  expenses;  compensation to directors,  and repayment of loans,  including
accrued  interest,  Such  shares  were  issued  without  registration  under the
Securities Act of 1933, in reliance upon the exemptions afforded by Section 4(2)
and Rule 506 of  Regulation D thereof.  The persons who acquired the shares were
either officers and directors of the Company, advisers and consultants or others
who had  access  to  material  information  about  the  Company;  there  were no
underwriters involved in any of the transactions.

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

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

YEAR ENDED APRIL 30, 2006

SALES

         Our  revenues  from  operations  for the year ended April 30, 2006 were
$537,038.  Our revenues from  operations  for the year ended April 30, 2005 were
$0. The  increase  in our  revenues  was due to our sales of  Cinnergen  and our
distribution agreement with Nutralab.


RESEARCH AND DEVELOPMENT

         During  the year  ended  April  30,  2006,  we  incurred  research  and
development  expenses  of  $119,008.  Most of these  expenses  were from our two
wholly-owned  subsidiaries,  Knock-Out  Technologies,  Inc. and  MedElite,  Inc.
Knock-Out  Technologies  incurred  research and development  expenses of $70,405
while MedElite,  Inc. incurred research and development  expenses of $6,103. the
Company had research and development expenses of $42,500.  During the year ended
April 30, 2005, the Company did not incur any research and development expenses.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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

         During the year ended April 30, 2006,  the Company  incurred  sales and
marketing  expense of $1,194,043,  compared to sales and marketing expense of $0
during  the year ended  April 30,  2005.  The  increase  in sales and  marketing
expense is primarily due to payments made pursuant to our distribution agreement
with Nutralab.

         Cash and stock  compensation were paid for consulting fees, for outside
directors,  legal  advisors  and  marketing  consultants.   The  Company  issued
37,342,319 shares of common stock for expenses of $6,267,732 and prepaid expense
of  $4,060,000.  The Company also paid $320,014 to settle two lawsuits by paying
$45,000 in cash and issuing 1,100,000 shares of common stock that were valued at
$275,000. For the year ended April 30, 2005, the Company issued 1,131,632 shares
of common stock for expenses of $595,469.



                                       9
<PAGE>

         General and  administrative  expenses  also  included  salaries paid to
three  officers.  Patricia  Gruden,  CEO of  eFoodSafety.com  receives an annual
salary of $24,000.  Robert  Bowker,  President of Knock-Out  Technologies,  Inc.
receives  an annual  salary of  $75,000.  Dr.  Richard  Goldfarb,  President  of
MedElite, Inc. receives an annual salary of $150,000.

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

INTEREST EXPENSE

         Interest expenses of $62,674 and $131,743 were incurred during the year
ended April 30, 2006 and 2005,  respectively,  and relate to interest accrued on
outstanding  promissory  notes  due  between  June 3,  2009 and June 1, 2010 and
payable to  related  parties,  with  interest  at the  annual  rate of 5% to 6%.
Interest expense for the years ended April 30, 2006 and 2005 included $4,142 and
$49,157 at the annual rate of 6%, from $2.0 million in  convertible  debentures.
During  the  year  ended  April  30,  2006,  the  remaining  amount  due  on the
convertible  debentures  of $87,975 was  converted  to 215,971  shares of common
stock.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2006, we had working  capital of $3,022,737.  As a result of our
operating  losses during the year ended April 30, 2006, we generated a cash flow
deficit of $1,072,188 from operating activities.  We were provided cash flows in
connection with investing activities of $157,783 during the year ended April 30,
2006,  with the proceeds  from sales of marketable  securities.  We met our cash
requirements  for the year ended April 30, 2006 through loans of $1,095,019 from
shareholders and the sale of common stock for $850,000.

On July 21, 2004, the Company sold $2.0 million in convertible  debentures.  The
convertible  debentures  carried  an  interest  rate  of 6% per  annum,  payable
quarterly.  We paid a  consultant  10% of the  gross  proceeds  of $2.0  million
($200,000) as a finder's fee. The debentures were convertible at $0.40 per share
and were to expire July 21, 2007.  As of April 30, 2006,  the full amount of the
convertible debentures had been converted to common stock.

The  purchasers  of the  debentures  also received A and B Warrants that expired
without exercise in 2006, to purchase  additional shares of common stock at $.80
and $1.00 per share, respectively.

Our operating  revenues may be less than adequate to fund future  operations and
growth.  We expect to continue to meet our cash  requirements  during the fiscal
year ending April 30, 2007 and to fund operations  through  additional  sales of
our securities and/or through  shareholder  loans. There is no guarantee that we
will be successful in obtaining any additional  financing should it be required.
If we cannot  secure  additional  financing  when needed,  we may be required to
cease operations.

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



                                       10
<PAGE>

Our independent  certified public  accountants have stated in their report which
is included as part of our audited  financial  statements  for the fiscal  years
ended  April 30,  2006 and 2005,  that we have  suffered  recurring  losses from
operations  and have no  established  source of revenue and those  matters raise
substantial doubt about our ability to continue as a going concern.

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

ITEM 7.  FINANCIAL STATEMENTS.

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

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

None/Not Applicable.

ITEM 8A.  CONTROLS AND PROCEDURES

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

         (a) Evaluation of Disclosure Controls and Procedures

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

         (b) Changes in Internal Control Over Financial Reporting

         Based on the evaluation as of April 30, 2006, there were no significant
changes in the Company's  internal  controls over financial  reporting or in any
other areas that could  significantly  affect the  Company's  internal  controls
subsequent to the date of the most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.





                                       11
<PAGE>

                                    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:

NAME                    POSITION                                             AGE
Patricia Gruden         President/CEO/CFO/Director                            65
Robert Bowker           President of Knock-Out Technologies, Ltd/Director     57
Timothy Matula          Secretary/Director                                    46
Richard Goldfarb, MD    President of MedElite, Inc./Director                  52


PATRICIA  GRUDEN,  President/CEO/CFO  since  August  2005 and a  Director  since
October,  2000,  has  extensive  business  experience in  operations,  training,
finance, management,  expansion of start-up and growth companies, and government
lobbying. Mrs. Gruden has been selected as one of the ten most influential women
in the  transportation  and travel  industry in Arizona and has been  honored by
Athena as one of the 100 most influential women in Arizona. Further, Mrs. Gruden
was elected the first  woman  President  of a Chamber of Commerce in Arizona and
had been selected to represent  Arizona at the White House  Conference for Small
Business.

ROBERT BOWKER,  President of Knock-Out  Technologies,  Ltd. And a Director since
May  2004,  has  extensive  knowledge  of and  experience  with  herbs,  natural
supplements  and natural  healing.  Mr. Bowker has been involved with exotic and
domestic animals since childhood,  thus finding himself  challenged with various
diseases and illnesses of these animals.  The challenge was to effectively treat
the viral,  bacterial,  and protozoan borne illnesses while doing no harm to the
animals.  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.  He  has  been
instrumental  in the  development of Knock-Out's  environmentally  safe products
formulated entirely of food grade components.

TIMOTHY MATULA, Secretary since August 2005 and a Director since September 2004,
joined Shearson  Lehman  Brothers as a financial  consultant in 1992. In 1994 he
joined  Prudential  Securities  and  when he left  Prudential  in  1997,  he was
Associate Vice President,  Investments, Quantum Portfolio Manager. Mr Matula has
served as a director of Eat At Joe's from 1996 to present  and,  the Topaz Group
from 2000 to 2003, publicly held companies,  and has served as a consultant to a
wide range of businesses in the U.S and Asia.

RICHARD GOLDFARB,  MD., Richard M. Goldfarb,  M.D. FACS,  President of MedElite,
Inc. and a Director since September 2005, is a Fellow of the American College of
Surgeons.  He is a board certified  surgeon and a practicing  surgeon in General
and Trauma surgery.  He also serves as Medical Director of Bucks County Clinical
Research.



                                       12
<PAGE>

AUDIT COMMITTEE

         The Company's board of directors does not have an audit committee or an
"audit committee financial expert," as that term is defined under the Securities
Exchange  Act  of  1934.  The  board  of  directors  as  a  whole  performs  the
responsibilities  of an audit  committee.  It  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 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 qualified individuals is significant.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

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

         To the best of our  knowledge  and based  solely upon our review of the
reports  filed and  submitted to the Company  during the fiscal year ended April
30,  2006,  the  Company  believes  that all reports  were timely  filed by such
persons.

CODE OF ETHICS

The  Company  has not  yet  adopted  a code of  ethics  applicable  to it  chief
executive officer and chief financial  officer,  but expects to do so during the
fiscal year ending April 30, 2007.

ITEM 10.  EXECUTIVE COMPENSATION.

         Patricia Gruden served as President and Chief Executive  Officer during
the fiscal year ended April 30, 2006 and received total  compensation of $24,000
for her services;  no other executive  officer  received total annual salary and
bonus in excess of  $100,000.  Mark  Taggatz who served as  President  and Chief
Executive  Officer until August 24, 2005, also did not receive any  compensation
during the fiscal years ended April 30, 2005 and 2006.

         Robert Bowker,  President of Knock-Out  Technologies,  Inc. receives an
annual salary of $75,000;  Dr.  Richard  Goldfarb,  President of MedElite,  Inc.
receives an annual salary of $150,000.



                                       13
<PAGE>

         The Company did not award any other  compensation to Mrs.  Gruden,  Mr.
Taggatz or to any other  executive  officer  for service as  executive  officers
during the fiscal years ended April 30, 2005 and 2006, nor any stock, restricted
stock, stock options or stock appreciation rights; the Company does not have any
equity compensation or long-term incentive plans.


         Directors receive no cash compensation for their services.



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

         The  following  table  sets  forth,  as  at  June  22,  2006,   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.

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

Clarence W. Karney
1370 St. George Circle
Prescott, AZ 86301                                      25,192,500      14.26

Patricia Gruden*                                        23,612,500      13.36
Robert Bowker*                                           2,550,000        *
Timothy Matula*                                          1,750,000        *
Dr. Richard Goldfarb*                                   10,000,000       5.66

All Officers and Directors as a group (4 in number)     38,162,500      21.6

Less than one percent (1%).
(1) Except as indicted,the  address of all beneficial owners is 7702 E.
Doubletree Ranch Road, Suite 300, Scottsdale, Arizona 85258.

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

CHANGE IN CONTROL.  We are not aware of any contract or other  arrangement,  the
operation of which may, at a subsequent  date,  result in a change in control of
the Company.  There are no  provisions in governing  instruments  of the Company
that could delay a change in control of the Company.




                                       14
<PAGE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The Company issued 1,500,000  shares to Mark Taggatz,  a former officer
and director,  on October 29, 2003,  to acquire Ozone Safe Food,  Inc. On August
24, 2005, the Company sold Ozone Safe Food,  Inc. to Mr. Taggatz in exchange for
the 1,500,000  shares and an agreement to receive royalty  payments on up to $60
million equipment sales through December 31, 2008.

         The Company issued 1,000,000 shares to Robert Bowker on May 3, 2004, to
acquire Knock-Out Technologies, Ltd. Mr. Bowker became a director of the Company
in connection with the transaction.

         The Company issued  10,000,000 shares to Dr. Richard Goldfarb on August
31,  2005,  to acquire  MedElite,  Inc.  Dr.  Goldfarb  became a director of the
Company in connection with the transaction.

         Knock-Out  and  MedElite  now  are  wholly-owned   subsidiaries   whose
financial statements are consolidated with the Company's financial statements.

ITEM 13.  EXHIBITS.

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

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

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

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



ITEM 14.   PRINCIPAL ACCOUNTANT FEES & SERVICES

         The following is a summary of the fees billed to us by Robison,  Hill &
Company, our principal  accountant,  for professional  services rendered for the
years ended April 30, 2006 and 2005:

           Service                      2006                   2005
-------------------------------  -------------------    -------------------
Audit Fees                                  $24,625                $13,425
Audit-Related Fees                                -                      -
Tax Fees                                        375                    575
All Other Fees                                    -                      -
                                 -------------------    -------------------
Total                                       $25,000                $14,000
                                 ===================    ===================

AUDIT FEES.  Consist of fees billed for professional  services  rendered for the
audits of our consolidated  financial  statements included in our annual report,
reviews of our interim  consolidated  financial statements included in quarterly


                                       15
<PAGE>

reports, other services performed in connection with filings with the Securities
and Exchange  Commission and related comfort letters and other services that are
normally  provided by Robison,  Hill & Company in connection  with statutory and
regulatory filings or engagements.

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

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

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

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

The Audit Committee pre-approved 100% of the Company's 2006 and 2005 audit fees,
audit-related  fees,  tax fees,  and all other fees to the  extent the  services
occurred  after May 6, 2003,  the effective  date of the Securities and Exchange
Commission's final  pre-approval  rules. To the Company's  knowledge,  0% of the
hours expended on the principal  accountant's  engagement to audit the Company's
financial  statements  for the fiscal  year  ended  Aril 30,  2006 and 2005 were
attributed to work  performed by a person other than the principal  accountant's
full-time employees.





















                                       16
<PAGE>




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

                                       -:-

                          INDEPENDENT AUDITOR'S REPORT

                             APRIL 30, 2006 AND 2005












<PAGE>







                                    CONTENTS


                                                                          Page

Independent Auditor's Report...............................................F - 1

Consolidated Balance Sheets
  April 30, 2006 and 2005,.................................................F - 2

Consolidated Statements of Operations for the
  Years Ended April 30, 2006 and 2005......................................F - 4

Consolidated Statement of Stockholders' Equity for the
  Years Ended April 30, 2005 and 2006......................................F - 5

Consolidated Statements of Cash Flows for the
  Years Ended April 30, 2006 and 2005......................................F - 7

Notes to Consolidated Financial Statements.................................F - 9


<PAGE>



                          INDEPENDENT AUDITOR'S REPORT

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

         We have audited the  accompanying  balance  sheets of  eFoodSafety.com,
Inc. & Subsidiaries  (formerly a development stage company) as of April 30, 2006
and 2005, and the related  statements of operations,  stockholders'  equity, and
cash  flows  for the  years  ended  April 30,  2006 and  2005.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly, in all material  respects,  the financial  position of  eFoodSafety.com,
Inc. & Subsidiaries  (formerly a development stage company) as of April 30, 2006
and 2005,  and the  results of its  operations  and its cash flows for the years
ended April 30, 2006 and 2005 in conformity with accounting principles generally
accepted in the United States of America.

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

                                                Respectfully submitted


                                                /s/ Robison, Hill & Co.
                                                Certified Public Accountants
Salt Lake City, Utah
August 10, 2006

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

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

                                      F - 1

<PAGE>



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

<TABLE>
<CAPTION>
                                                             April 30,
                                                      2006                2005
                                               ------------------  ------------------
Assets:
Current Assets
<S>                                            <C>                 <C>
   Cash                                        $        1,068,950  $           38,336
   Marketable securities                                        -             165,543
   Prepaid expenses                                     2,060,000               7,000
   Deposits                                                     -               1,800
                                               ------------------  ------------------

     Total Current Assets                               3,128,950             212,679
                                               ------------------  ------------------

Fixed Assets
   Computers and Accessories                                3,080                   -
   Equipment                                                3,121                   -
   Furniture and Fixtures                                   1,042                   -
   Accumulated Depreciation                                  (488)                  -
                                               ------------------  ------------------

     Total Fixed Assets                                     6,755                   -
                                               ------------------  ------------------

Non-Current Assets
   Prepaid expense                                      2,000,000                   -
                                               ------------------  ------------------

Net Assets of Discontinued Operations                           -             123,681
                                               ------------------  ------------------

     Total Assets                              $        5,135,705  $          336,360
                                               ==================  ==================
</TABLE>















                                      F - 2

<PAGE>



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


<TABLE>
<CAPTION>
                                                              April 30,
                                                       2006                2005
                                                ------------------  ------------------
Liabilities:
Current Liabilities
<S>                                             <C>                 <C>
   Accounts payable                             $           76,127  $          257,786
   Accrued expenses                                          1,821                   -
   Due to Nutralab                                          28,265                   -
   Accrued interest                                              -              39,661
                                                ------------------  ------------------
     Total current liabilities                             106,213             297,447
                                                ------------------  ------------------

Long-Term Liabilities
   Notes payable                                           507,984           1,228,000
   Convertible debentures                                        -              50,000
   Accrued interest                                        109,696              56,009
                                                ------------------  ------------------
     Total long-term liabilities                           617,680           1,334,009
                                                ------------------  ------------------

     Total Liabilities                                     723,893           1,631,456
                                                ------------------  ------------------

Stockholders' Equity:
  Common Stock, $.0001 Par Value
    Authorized 500,000,000 shares, Issued
    176,514,480 at April 30, 2006
    and 107,026,190 at April 30, 2005                       17,651              10,703
  Paid-In Capital                                       20,437,993           5,352,452
  Cumulative unrealized gains and losses                         -                 258
  Retained Deficit                                     (16,043,832)         (6,658,509)
                                                ------------------  ------------------

     Total Stockholders' Equity                          4,411,812          (1,295,096)
                                                ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                     $        5,135,705  $          336,360
                                                ==================  ==================
</TABLE>



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

                                      F - 3

<PAGE>



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

<TABLE>
<CAPTION>
                                                                 For the Years Ended
                                                                      April 30,
                                                               2006                2005
                                                        ------------------  ------------------

<S>                                                     <C>                 <C>
Revenues                                                $          537,038  $                -
                                                        ------------------  ------------------

Expenses
   Sales and marketing                                           1,194,043                   -
   Research and development                                        119,008                   -
   Consulting                                                    5,442,447             992,469
   Professional fees                                               504,954             523,963
   Legal settlements                                               320,014                   -
   General and administrative                                      291,691             206,033
                                                        ------------------  ------------------
     Total Expenses                                              7,872,157           1,722,465
                                                        ------------------  ------------------

Other Income (Expense)
Interest income                                                        293               2,418
Dividend income                                                        308              10,026
Gain/Loss on sale of
   marketable securities                                               529               5,259
Interest Expense                                                   (62,674)           (131,743)
Write-off of Goodwill                                           (1,699,169)                  -
                                                        ------------------  ------------------
     Total Other Income (Expense)                               (1,760,713)           (114,040)
                                                        ------------------  ------------------

     Net Income (Loss) from Continuing Operations               (9,095,832)         (1,836,505)

Discontinued Operations
   Income (Loss) from Discontinued Operations                     (289,491)         (2,440,389)
                                                        ------------------  ------------------

Net Income (Loss)                                       $       (9,385,323) $       (4,276,894)
                                                        ==================  ==================

Income (Loss) per common share
   Continuing Operations                                $           (0.07)  $           (0.02)
   Discontinued Operations                                               -              (0.02)
                                                        ------------------  ------------------
   Net Income (Loss)                                    $           (0.07)  $           (0.04)
                                                        ==================  ==================

Weighted Average Shares                                        136,671,859         103,850,275
                                                        ==================  ==================
</TABLE>


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

                                      F - 4

<PAGE>



                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                     (Formerly A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED APRIL 30, 2006 AND 2005

<TABLE>
<CAPTION>
                                                                         Common Stock      Treasury     Paid-In     Retained
                                                                      Shares     Par Value   Stock      Capital     Deficit
                                                                   ------------  ---------  --------  -----------  -----------
<S>                                                                <C>           <C>        <C>       <C>          <C>
Balance at April 30, 2004                                            99,795,816  $   9,980  $      -  $ 2,218,209  $(2,381,615)

May 2004 - Shares issued to acquire
   Knock-Out Technologies, Inc.                                       1,000,000        100         -      499,900            -
May 2004 - Shares issued for expenses                                   750,000         75         -      374,925            -
July 2004 - Shares issued for consulting                                 40,816          4         -       24,486            -
August 2004 - Shares issued for consulting                               20,408          2         -       10,610            -
August 2004 - Shares issued for expenses                                300,000         30         -      176,970            -
September 2004 - Shares issued for
    consulting                                                           20,408          2         -        8,365            -
Shares issued for payment
    of convertible debentures                                         5,098,742        510         -    2,038,987            -
Net loss                                                                      -          -         -            -   (4,276,894)
                                                                   ------------  ---------  --------  -----------  -----------
Balance at April 30, 2005                                           107,026,190     10,703         -    5,352,452   (6,658,509)

May and June 2005 - Shares issued for
    consulting and expenses                                           3,317,819        332         -    1,080,870            -
July 2005 - Shares issued for legal services                            700,000         70         -      174,930            -
August 2005 - Shares returned to company as treasury stock
    for assets of Ozone Safe Food, Inc.                                       -          -      (150)    (117,244)           -
August 2005 - Treasury shares issued for notes payable                        -          -       150      299,850            -
August 2005 - Shares issued for consulting                           12,000,000      1,200         -    2,168,800            -
August 2005 - Shares issued to acquire MedElite                      10,000,000      1,000         -    1,699,000            -
September 2005 - Shares issued to board of directors for services       812,500         81         -      146,169            -
September 2005 - Shares issued for legal services                       500,000         50         -      154,950            -
September 2005 - Shares issued for payment of convertible debt           78,354          8         -       27,416            -
September 2005 - Shares issued for expenses                             560,000         56         -      171,944            -
</TABLE>


                                      F - 5

<PAGE>


                      EFOODSAFETY.COM, INC. & SUBSIDIARIES
                     (Formerly A Development Stage Company)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE YEARS ENDED APRIL 30, 2006 AND 2005
                                   (continued)


<TABLE>
<CAPTION>
                                                                        Common Stock      Treasury      Paid-In      Retained
                                                                     Shares    Par Value    Stock       Capital      Deficit
                                                                  -----------  ---------  ----------  -----------  ------------
<S>     <C>                                                           <C>      <C>        <C>         <C>          <C>
October 2005 - Shares issued for services                             250,000  $      25  $        -  $    74,975  $          -
October 2005 - Shares issued for product development                  100,000         10           -       29,990             -
November 2005 - Shares issued to settle lawsuits                    1,100,000        110           -      274,890             -
November 2005 - Shares issued for product development                 200,000         20           -       59,980             -
November 2005 - Shares issued for consulting and prepaid expense    1,000,000        100           -      269,900             -
December 2005 - Shares issued for expenses                            782,000         78           -      187,602             -
January 2006 - Shares issued for legal service                        200,000         20           -       53,980             -
February 2006 - Shares issued for consulting                          300,000         30           -       95,970             -
February 2006 - Shares issued for product development                 200,000         20           -       49,980             -
February 2006 - Shares issued to repay shareholder loans            6,130,000        613           -      703,563             -
February 2006 - Shares issued for consulting and prepaid expense   13,200,000      1,320           -    2,638,680             -
March 2006 - Shares issued for payment of convertible debt            137,617         13           -       60,538             -
April 2006 - Shares issued for consulting and prepaid expense      13,200,000      1,320           -    2,638,680             -
April 2006 - Shares issued for prepaid consulting                   1,000,000        100           -      359,900             -
April 2006 - Shares issued for expenses                               320,000         32           -      105,568             -
April 2006 - Shares issued for cash                                 3,400,000        340           -      849,660             -
Notes payable from shareholders reclassified as paid-in capital             -          -           -      825,000             -
Net loss                                                                    -          -           -            -    (9,385,323)
                                                                  -----------  ---------  ----------  -----------  ------------

Balance at April 30, 2006                                         176,514,480  $  17,651  $        -  $20,437,993  $(16,043,832)
                                                                  ===========  =========  ==========  ===========  ============
</TABLE>




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

                                      F - 6

<PAGE>



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


<TABLE>
<CAPTION>
                                                                 For the Years Ended
                                                                      April 30,
                                                              2006                2005
                                                        -----------------  ------------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                     <C>                <C>
Net Loss                                                $      (9,385,323) $       (4,276,894)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities:
Depreciation                                                          488                   -
Common stock issued for accrued interest                                -                   -
Common stock issued for expenses                               10,742,731           1,095,469
Common stock issued for accrued interest                           52,118               9,497
Gain/Loss on sale of marketable securities                           (529)             (5,259)
Write-off of Goodwill                                           1,699,169                   -
(Increase) Decrease in Prepaid Expenses & Deposits             (4,051,200)                  -
Increase (Decrease) in Accounts Payable                          (181,659)            257,526
Increase (Decrease) in Accrued Expenses                            30,086                   -
Increase (Decrease) in Accrued Interest                            14,026              91,797
                                                        -----------------  ------------------
Net Cash Used in continuing activities                         (1,080,093)         (2,827,864)
Net Cash Used in discontinued activities                            7,905              30,177
                                                        -----------------  ------------------
Net Cash Used in operating activities                          (1,072,188)         (2,797,687)
                                                        -----------------  ------------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Cash acquired from MedElite                                           831                   -
Purchase of fixed assets                                           (7,243)                  -
Purchase of marketable securities                                       -            (500,000)
Dividends reinvested in marketable securities                        (566)            (10,026)
Proceeds from sale of marketable securities                       166,379             350,000
                                                        -----------------  ------------------
Net cash provided by (used in) continuing activities              159,401            (160,026)
Net cash provided by (used in) discontinued activities             (1,618)            (70,551)
                                                        -----------------  ------------------
Net cash provided by (used in) investing activities               157,783            (230,577)
                                                        -----------------  ------------------
</TABLE>








                                      F - 7

<PAGE>



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


<TABLE>
<CAPTION>
                                                              For the Years Ended
                                                                   April 30,
                                                           2006                2005
                                                     -----------------  ------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
<S>                                                  <C>                <C>
Proceeds from sale of stock                                    850,000                   -
Capital contributed by shareholder                                   -                   -
Proceeds from loans                                          1,095,019             903,000
Proceeds from convertible debentures                                 -           2,080,000
                                                     -----------------  ------------------
Net cash provided by Financing Activities                    1,945,019           2,983,000
                                                     -----------------  ------------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                  1,030,614             (45,264)
Cash and Cash Equivalents
  at Beginning of Period                                        38,336              83,600
                                                     -----------------  ------------------
Cash and Cash Equivalents
  at End of Period                                   $       1,068,950  $           38,336
                                                     =================  ==================


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


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

         On August 24, 2005, the Company issued 1,500,000 shares of common stock
as payment for notes payable of $300,000.

         On August 31, 2005, the Company issued 10,000,000  restricted shares of
common stock, par value $.0001, to acquire MedElite, Inc.

         On January 31,  2006,  the Company  issued  6,130,000  shares of common
stock as repayment for shareholder  loans totaling $690,034 and accrued interest
of $14,143.

         In September 2005, the Company issued 78,354 shares of common stock for
principal and interest on convertible debentures.  The transaction was valued at
$27,424.

         In March 2006,  the Company  issued  137,617 shares of common stock for
principal and interest on convertible debentures.  The transaction was valued at
$60,551.


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

                                      F - 8

<PAGE>



                              EFOODSAFETY.COM, INC.
                     (Formerly 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.  &
Subsidiaries  (formerly 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. The Company has been in the  development  state since January 28, 1998
and although  planned  principal  operations have  commenced,  there has been no
significant revenue therefrom.

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock to acquire Ozone Safe Food, Inc. As of October 29, 2003, Ozone Safe
Food, Inc. was a wholly owned subsidiary of the Company. On August 24, 2005, the
Company sold Ozone Safe Food, Inc.

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

         On August 31, 2005, the Company issued 10,000,000  restricted shares of
common  stock to acquire  MedElite,  Inc. as a  wholly-owned  subsidiary  of the
Company.  MedElite distributes clinically proven products to physicians who then
prescibe the products for their patients.  It is the exclusive U.S.  distributor
of the Talsyn(TM) product line that has been clinically proven to facilitate and
improve the appearance, redness and strength of scars.











                                      F - 9

<PAGE>



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

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

Nature of Business

         The Company was organized as a vehicle to provide  methods and products
to ensure the safety of fruits and vegetables  being marketing  worldwide.  With
the sale of Ozone Safe Food,  Inc.  the Company  changed  direction  to become a
company  dedicated  to  improving  food and health  conditions  around the world
through its innovative technologies. The Company's Knock-Out Technologies,  Ltd.
subsidiary has developed an  environmentally  safe sporicidal product formulated
entirely of  food-grade  components  that  eradicates  anthrax and a  germicidal
product, Big 6 Plus - EPA Reg. No 82723-1 that kills six major bacteria: E-coli,
Listeria,  Pseudomonas,  Salmonella,  Staphylococcus,  and Streptococcus,  Avian
Influenza  and Black  Mold.  The  sporicidal  product  has  completed  its final
efficacy  laboratory  study  requisite  for  EPA  registration.   The  Company's
MedElite,  Inc. subsidiary  distributes clinically proven products to physicians
who then prescribe the products for their patients. It is the exclusive U.S. and
worldwide  distributor  of  the  Talsyn(TM)-CI/bid  Scar  Cream  that  has  been
clinically proven to facilitate and improve the appearance, redness and strength
of  scars.  The  Company  is  also  a  distributor  for  Cinnergen(TM),  a  non-
prescription  liquid whole food  nutritional  supplement  that promotes  healthy
glucose metabolism,  and most recently became a distributor for Trimmendous(TM),
a weight loss formula focusing on the body's 24-hour metabolic process.

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.

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, 2006, the Company has accumulated  operating  losses of $16,043,832
since its  inception.  The  continuation  of the Company is  dependent  upon the
continuing financial support of directors and stockholders.





                                     F - 10

<PAGE>



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

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

         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 years ended April 30,
2006 and 2005 include the accounts of eFoodSafety.com, Inc. and its subsidiaries
Ozone Safe Food, Inc., Knock-Out  Technologies,  Ltd., and MedElite,  Inc. Ozone
Safe Food,  Inc. was acquired by the Company on October 29, 2003 and disposed of
on August 24, 2005. Knock-Out Technologies,  Ltd. was acquired by the Company in
May 2004. MedElite, Inc. was acquired by the Company on August 31, 2005.

         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.

Revenue recognition

         The  Company  reports   revenues  on  a  net  basis.  As  part  of  the
distribution  agreement  entered  into with  Nutralab,  Inc.  (see Note 6),  the
Company is  entitled  to 95% of the net gross  sales of all  auto-ship  sales of
Cinnergen  sold through a direct  response  marketing  campaign.  The product is
shipped by Nutralab and title and risk of loss remain with Nutralab.

Concentration of Risk

         As of April  30,  2006,  the  Company's  revenues  are from the sale of
Cinnergen,  as part of a distribution agreement with Nutralab,  Inc. The loss of
this product would have an adverse effect on the Company's operations.

Depreciation

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

                  Furniture & Fixtures                        5-10 years
                  Equipment                                   5-  7 years
                  Computers                                   3-  5 years

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


                                     F - 11

<PAGE>



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

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

         Total depreciation  expense for the years ended April 30, 2006 and 2005
was $488 and $0, respectively.

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, 2006 and 2005.

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.

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2005  financial
statements to conform with the 2006 presentation.

Investment in Marketable Securities

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

         Investments in securities are summarized as follows:

<TABLE>
<CAPTION>
                                                      April 30, 2006
                                 ---------------------------------------------------------
                                       Gross              Gross
                                    Unrealized          Unrealized             Fair
                                       Gain                Loss               Value
                                 -----------------  ------------------  ------------------
<S>                              <C>                <C>                 <C>
Available-for-sale securities    $               -  $                -  $                -
                                 =================  ==================  ==================


                                                      April 30, 2005
                                 ---------------------------------------------------------
                                       Gross              Gross
                                    Unrealized          Unrealized             Fair
                                       Gain                Loss               Value
                                 -----------------  ------------------  ------------------
Available-for-sale securities    $             258  $                -  $          165,543
                                 =================  ==================  ==================
</TABLE>


                                     F - 12

<PAGE>


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

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

         Realized  gains and  losses  are  determined  on the basis of  specific
identification.  During the years ended April 30, 2006 and 2005,  sales proceeds
and   gross   realized   gains   and   losses  on   securities   classified   as
available-for-sale securities were:


                                                  For the Years Ended
                                                       April 30,
                                                2006               2005
                                         ------------------  -----------------

Sale Proceeds                            $          166,379  $               -
                                         ==================  =================

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

Gross Realized Gains                     $              529  $               -
                                         ==================  =================

NOTE 2 - INCOME TAXES

         As of April 30, 2006, the Company had a net operating loss carryforward
for income tax  reporting  purposes  of  approximately  $16,000,000  that may be
offset against  future  taxable income through 2026.  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.  During the year ended  April 30,  2006,  the
Company began its planned  principal  operations and was no longer a development
stage company.






                                     F - 13

<PAGE>



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

NOTE 4 - COMMON STOCK TRANSACTIONS

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

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

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

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

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

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

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

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

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

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



                                     F - 14

<PAGE>



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

NOTE 4 - COMMON STOCK TRANSACTIONS (continued)

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

         During the quarter ended July 31, 2005,  the Company  issued  3,317,819
shares of common stock for services.  The shares were valued at the market price
of the stock on the date of issuance. The services were valued at $1,081,202.

         In July 2005,  the Company  issued  700,000  shares of common stock for
legal services valued at $175,000.

         On August  24,  2005,  the  Company  sold its  Ozone  Safe  Food,  Inc.
subsidiary to Mark Taggatz,  former President and Chief Executive Officer of the
Company,  in exchange for 1.5 million shares of the Company's  common stock. The
shares were returned to the Company and cancelled.

         On August 24, 2005, the Company issued 1,500,000 shares of common stock
as payment  for  $300,000 in notes  payable.  The shares were valued at $.20 per
share.

         On August 31,  2005,  the  Company  acquired  MedElite,  Inc.  from Dr.
Richard  Goldfarb in exchange  for  10,000,000  shares of the  Company's  common
stock.  The shares were valued at $.17 per share,  which was the market value on
the date of the issuance.

         In August 2005,  the Company issued  12,000,000  shares of common stock
for consulting expenses and finders fees related to the acquisition of MedElite.
The services were valued at $2,170,000.

         In September  2005,  the Company  issued 500,000 shares of common stock
for legal services valued at $155,000.

         In September 2005, the Company issued 78,354 shares of common stock for
principal and interest on convertible debentures.  The transaction was valued at
$27,424.

         In September  2005,  the Company  issued 560,000 shares of common stock
for various expenses. The expenses were valued at $172,000.

         In October 2005,  the Company issued 100,000 shares of common stock for
advertising and marketing expense valued at $30,000.

         In October 2005,  the Company issued 250,000 shares of common stock for
expenses valued at $75,000.

         In November 2005, the Company issued 200,000 shares of common stock for
product  development  related to its agreements  with Nutralab.  The shares were
valued at $60,000.


                                     F - 15

<PAGE>



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

NOTE 4 - COMMON STOCK TRANSACTIONS (continued)

         In November 2005, the Company issued  1,000,000  shares of common stock
for consulting  expense.  The agreement  expires  December 31, 2006. The Company
recorded consulting expense of $90,000 and prepaid expense of $180,000.

         In December 2005, the Company issued 782,000 shares of common stock for
expenses valued at $187,680.

         During the quarter ended January 31, 2006,  the Company  issued 812,500
shares of common stock to the Board of Directors for service to the Company. The
shares were valued at $.18 per share,  which was the market  value of the shares
on the date of authorization.  Compensation  expense of $146,250 was recorded in
association with this transaction.

         During the quarter ended January 31, 2006, the Company issued 1,100,000
restricted  shares  of  common  stock as part of a legal  settlement  valued  at
$275,000.  The shares were valued at $0.25 per share, which was the market value
at the time of settlement.

         On January 31,  2006,  the Company  issued  6,130,000  shares of common
stock as repayment for shareholder  loans totaling $690,034 and accrued interest
of $14,143.

         In January 2006,  the Company issued 200,000 shares of common stock for
legal expenses valued at $54,000.

         In February 2006, the Company issued 300,000 shares of common stock for
consulting expenses valued at $96,000.

         In February 2006, the Company issued 200,000 shares of common stock for
product  development  related to its agreements  with Nutralab.  The shares were
valued at $50,000.

         In February 2006, the Company issued  13,200,000 shares of common stock
for consulting  expense.  Consulting  expense of $880,000 and prepaid expense of
$1,760,000 was recorded pursuant to this agreement.

         In March 2006,  the Company  issued  137,617 shares of common stock for
principal and interest on convertible debentures.  The transaction was valued at
$60,551.

         In April 2006, the Company issued 13,200,000 shares of common stock for
consulting  expense.  Consulting  expense of  $880,000  and  prepaid  expense of
$1,760,000 was recorded pursuant to this agreement.

         In April 2006, the Company issued  1,000,000 shares of common stock for
consulting  expense.  The  agreement  expires  December  31,  2007.  The Company
recorded prepaid expense of $360,000.

         In April 2006,  the Company  issued  320,000 shares of common stock for
expenses valued at $105,600.



                                     F - 16

<PAGE>



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

NOTE 4 - COMMON STOCK TRANSACTIONS (continued)

         During the quarter ended April 30, 2006, the Company received  $850,000
in cash for 3,400,000 shares of common stock.

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

NOTE 5 - RENT AND LEASE EXPENSE

         During 2004, the Company had relocated its corporate offices to that of
Ozone Safe Food, Inc., which was at 19125 N. Indian Avenue,  North Palm Springs,
California.  The  company  entered  into a three year  lease that was  effective
September  1, 2004 and was for 30,000  square feet of  warehouse  space,  12,000
square feet of outside space, and executive office space. The Company was paying
$32,000 per month for the lease.  With the  disposal  of Ozone Safe Food,  Inc.,
this lease is no longer being paid by the Company.

         In August 2005,  MedElite,  Inc., a subsidiary of the Company,  entered
into a lease  agreement  for office  space at 668  Woodbourne  Road,  Suite 109,
Middletown, Pennsylvania. The lease is effective October 31, 2005 and expires on
October 31, 2008. The lease  payments are $1,033 for the first year,  $1,064 for
the second year, and $1,096 for the third year.

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


Year Ended April 30,                                            Real Property
------------------------------------------                  -----------------
      2007                                                  $          12,582
      2008                                                             12,960
      2009                                                              6,576
      2010                                                                  -
      2011                                                                  -
                                                            -----------------
      Total five year minimum lease payments                $          32,118
                                                            =================

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






                                     F - 17

<PAGE>



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

NOTE 6 - COMMITMENTS

         On October 11, 2005, the Company entered into a distribution  agreement
with Nutralab,  Inc. whereby the Company became Nutralab's exclusive distributor
in the United  States and Canada with  respect to the  distribution  and sale of
Cinnergen in a direct response marketing campaign. As part of the agreement, the
Company has agreed to pay a total  $300,000 at the rate of $50,000 per month for
six months for a direct response  marketing  campaign for Cinnergen,  commencing
November 15, 2005 and ending May 15, 2006.  After May 15, 2006,  the Company has
agreed to maintain a $200,000 a month  direct  response  marketing  campaign for
Cinnergen.  The terms of this  agreement  commence  on October  11, 2005 and are
non-expiring,  or expire at the time  Cinnergen is no longer  sold.  The Company
also issued  100,000  shares of restricted  common stock to Nutralab for product
development related to this agreement.

NOTE 7 - RELATED PARTY TRANSACTIONS

         During the year ended April 30, 2004,  shareholders  loaned the Company
$325,000.  During the year ended April 30, 2005, shareholders loaned the Company
an  additional  $903,000.  During the year ended  April 30,  2006,  shareholders
loaned the Company an additional $1,095,019. The notes are payable in a lump-sum
including  interest  of 5% to 6%, and are due  between  June 3, 2009 and June 1,
2010.  During the quarter ended October 31, 2005, the Company  issued  1,500,000
shares of common  stock for  payment of $300,000  in notes  payable.  During the
quarter ended January 31, 2006,  the Company issued  6,130,000  shares of common
stock as repayment for shareholder  loans totaling $690,034 and accrued interest
of $14,143.  The total  amount of  principal  and interest due on these notes is
$617,680 and $1,284,009 as of April 30, 2006 and 2005, respectively.

         During the year ended April 30, 2006,  $825,000 in notes payable due to
shareholders was waived by the shareholders. These amounts of notes payable that
were forgiven has been reclassified to paid-in capital.

NOTE 8 - ACQUISITIONS

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

         On August  24,  2005,  the  Company  sold its  Ozone  Safe  Food,  Inc.
subsidiary to Mark Taggatz,  former President and Chief Executive Officer of the
Company, in exchange for 1.5 million shares of the Company's common stock and an
agreement  to receive  royalty  payments  on  equipment  sales up to $60 million
through  December  31, 2008.  The shares were used to eliminate  $300,000 of the
Company's debt.






                                     F - 18

<PAGE>



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

NOTE 8 - ACQUISITIONS

         On May 3, 2004,  the  Company  issued  1,000,000  restricted  shares of
common  stock  to  acquire  Knock-Out  Technologies,  Ltd.  ("Knock-Out")  as  a
wholly-owned  subsidiary of the Company.  Knock-Out is to be a  manufacturer  of
all-natural,   non-toxic,  food-grade  products.  Knock-Out  had  no  assets  or
liabilities.  The  acquisition  has been expensed in the  financial  statements.
Knock-Out  has  developed  an  environmentally   safe  sporicidal  product  that
eradicates antrhrax and a germicidal product tht kills six major bacteria.

         On August 31,  2005,  the  Company  acquired  MedElite,  Inc.  from Dr.
Richard  Goldfarb in exchange  for  10,000,000  shares of the  Company's  common
stock,  plus  potential  bonuses of restricted  shares if certain  sales/revenue
benchmarks are achieved.  MedElite  distributes  clinically  proven  products to
physicians  who  then  prescibe  the  products  for  their  patients.  It is the
exclusive  U.S.  distributor  of the  Talsyn(TM)  product  line  that  has  been
clinically proven to facilitate and improve the appearance, redness and strength
of scars. The shares were value at $.17 per share, which was the market value of
the  stock on the  date of the  acquisition.  In the  acquisition,  the  Company
acquired net assets of $831.  The Company  recognized  goodwill of $1,699,169 in
connection with the acquisition, which was subsequently written off to expense.

NOTE 9 - CONVERTIBLE DEBENTURES

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

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

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

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

         During the year ended April 30, 2006, the Company issued 215,971 shares
of common stock as payment  towards the Company's  convertible  debentures.  The
total  payment  was valued at $87,975.  As of April 30,  2006,  the  convertible
debentures had been paid in full.






                                     F - 19

<PAGE>



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

NOTE 10 - LITIGATION

         CLARENCE  WILLIAM  KARNEY V.  EFOODSAFETY.COM,  INC.,  ET AL.;  YAVAPAI
COUNTY  (ARIZONA)  SUPERIOR  COURT;  NO. CV 2005-0656;  FILED JULY 18, 2005. Mr.
Karney was employed by the Company.  He filed this complaint,  alleging that the
defendants  subjected him and others to certain  conduct during his  employment,
and that such conduct gave rise to a claim for  "hostile  working  environment".
The  defendants  moved to dismiss the complaint in its entirety.  By order dated
October  26,  2005,  the Court  granted  the  defendants'  motion to dismiss the
action.  The Court then  ordered  the  plaintiff  to pay  $3,500 in legal  fees,
$103.82 in expenses,  and $91 in costs.  The Court entered  judgment against the
plaintiff to that effect on December 29, 2005.

         CLARENCE  WILLIAM  KARNEY V.  EFOODSAFETY.COM,  INC.,  ET AL.;  YAVAPAI
COUNTY  (ARIZONA)  SUPERIOR  COURT;  NO. CV 2005-0623;  FILED JULY 8, 2005.  Mr.
Karney was employed by the Company.  He filed this complaint,  alleging that the
defendants  had  breached an  employment  agreement.  The  defendants  answered,
denying  the  plaintiff's  allegations.   After  the  defendants  answered,  the
plaintiff moved to voluntarily  dismiss the complaint in its entirety.  By order
dated May 23, 2006, the Court dismissed the action without  prejudice.  The time
for the plaintiff to appeal from the dismissal has expired, and he has not filed
any appeal. Any unfavorable outcome in this matter is extremely unlikely.

         CLARENCE  WILLIAM  KARNEY V.  EFOODSAFETY.COM,  INC.,  ET AL.;  YAVAPAI
COUNTY (ARIZONA)  SUPERIOR COURT; NO. CV 2006-0128;  FILED FEBRUARY 2, 2006. Mr.
Karney was employed by the Company.  He filed this complaint,  alleging that the
Company breached a "Management  Lockup Agreement" that he and defendant Patricia
Ross  Gruden  signed  with the  Company in July 2004.  The  defendants  moved to
dismiss the  complaint in its  entirety.  By order dated May 4, 2006,  the Court
granted the defendants'  motion to dismiss the action.  The defendants  filed an
application for attorneys' fees and costs. This application remains pending. The
likelihood of an unfavorable outcome is not determinable.

         EFOODSAFETY.COM,  INC. V. KARNEY,  ET AL.  (Case No. INC  046894).  The
Company filed a complaint in the Superior Court of Riverside County,  California
on November 5, 2004 against Mr. Karney,  AmeriFinancial,  Inc.,  Conn Chemicals,
Trac Force,  Inc., and Does 1-50 alleging breach of fiduciary duty,  conversion,
constructive  trust, fraud and declaratory  relief. The Company alleges that Mr.
Karney misappropriated funds from the Company and attempted to cause the Company
to enter into invalid  contracts  with close  personal  friends  without  proper
authorization.  AmeriFinancial  filed a motion to quash  service  of  summons of
eFoodSafety.com's  complaint  which was  granted by the  Court.  In an effort to
avoid the  uncertainty  of this  litigation  and the potential for a substantial
loss,  eFoodSafety.com  has settled with Conn  Chemicals  and TracForce and both
parties  were  dismissed  from this action with  prejudice.  Default was entered
against Mr. Karney on August 8, 2005. A hearing on the default  judgment against
Mr. Karney will be held on August 17, 2006.

         During the year ended April 30, 2006, the Company  transferred  100,000
shares of  restricted  common stock and paid  $15,000 to Chris F. Conn,  C. Mark
Conn and Conn Chemicals Engineering Company, and transferred 1,000,000 shares of
restricted  common  stock and paid  $30,000 to Edward S.  Garcia and  Stephen C.
Baugh to settle a  portion  of this  lawsuit.  The  legal  proceeding  continues
against Mr. Karney, the only remaining defendant.


                                     F - 20

<PAGE>



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

NOTE 10 - LITIGATION (continued)

         GARCIA V.  EFOODSAFETY.COM,  INC.  (Case No.  50-2004-CA-010352-MB-AH).
During the quarter ended  January 31, 2006,  the Company  transferred  1,000,000
shares of  restricted  common  stock and paid  $30,000  to Edward S.  Garcia and
Stephen C. Baugh to settle this lawsuit and to remove them as defendants in Case
No. INC 046894 filed in Riverside  County,  California as part of the settlement
agreement.

         AMERIFINANCIAL, INC. V. EFOODSAFETY.COM,  INC. (Case No. H-05-0205). On
December 17,  2004,  AmeriFinancial,  Inc.  filed a complaint in the US District
Court for the Southern District of Texas (Houston  Division) against the Company
seeking to enforce an  agreement  for the  issuance  of shares in  exchange  for
consulting  and capital  raising  services.  The Company  strongly  disputed the
claims alleged and denied the validity of the purported  agreement.  On June 14,
2006, the parties entered into a confidential  settlement agreement. On June 30,
2006, the Company was dismissed from this action with prejudice.

NOTE 11 - DISCONTINUED OPERATIONS

         On August 24, 2005, Ozone Safe Food, Inc., a wholly owned subsidiary of
the Company, was sold, and is no longer a subsidiary of the Company.

         The assets and  liabilities of Ozone Safe Food,  Inc.  consisted of the
following:


<TABLE>
<CAPTION>
                                                                                  April 30,
                                                                           2006               2005
                                                                    ------------------  -----------------
<S>                                                                 <C>                 <C>
Deposits                                                            $                -  $          31,000
Accounts Receivable                                                                  -                386
Property and Equipment, net of $23,256 accumulated depreciation                      -             92,295
                                                                    ------------------  -----------------
         Total assets                                               $                -  $         123,681
                                                                    ==================  =================
</TABLE>

         On August  24,  2005,  the  Company  sold its  Ozone  Safe  Food,  Inc.
subsidiary to Mark Taggatz,  former President and Chief Executive Officer of the
Company, in exchange for 1.5 million shares of the Company's common stock and an
agreement  to receive  royalty  payments  on  equipment  sales up to $60 million
through  December 31, 2008.  No gain or loss has been  recognized  in connection
with the disposal.

         Net assets to be disposed  of have been  separately  classified  in the
accompanying  consolidated  balance sheet at April 30, 2005.  The April 30, 2005
balance sheet has been restated to conform with the current year's presentation.

         Operating  results of this  discontinued  operation  for the year ended
April 30, 2006 are shown separately in the accompanying  consolidated  statement
of  operations.  The  operating  statement for the year ended April 30, 2005 has
been restated to conform with the current year's presentation and are also shown
separately.  The operating results of this discontinued  operation for the years
ended March 31, 2006 and 2005 consist of:

                                     F - 21

<PAGE>


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

NOTE 11 - DISCONTINUED OPERATIONS (continued)



                                          For the Years Ended
                                              April 30,
                                        2006                 2005
                                 ------------------  ------------------

Sales                            $           71,757  $           86,374
Cost of Sales                               (51,235)            (41,403)
Sales and Marketing                          (7,118)            (80,159)
Research and Development                    (60,716)           (608,099)
Consulting                                        -            (385,350)
General and Administrative                 (242,179)         (1,411,752)
                                 ------------------  ------------------
Net Income (Loss)                $         (289,491) $       (2,440,389)
                                 ==================  ==================




                                     F - 22

<PAGE>


                                   SIGNATURES

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

EFOODSAFETY.COM, INC.


By: /s/ Patricia Gruden
Patricia Gruden, President, Chief Executive Officer, Chief Financial Officer
Date: August 14, 2006

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


By:/s/Patricia Gruden
Patricia Gruden, Director, Chief
Executive Officer and Chief Financial Officer
Date: August 14, 2006

By:/s/ Robert Bowker
Robert Bowker, Director
Date: August 14, 2006

By:/s/ Timothy Matula
Timothy Matula, Director and Secretary
Date: August 14, 2006

By/s/ Richard Goldfarb
Richard Goldfarb, Director
Date: August 14, 2006




                                       17