SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

[X]  Annual  Report  pursuant  to  Section  13 or  15(d) of the  Securities  and
     Exchange Act of 1934

         For the fiscal year ended: December 31, 2004
                                    -----------------
                                       or

[]   Transition  report  pursuant to Section 13 or 15(d) of the Securities and
     Exchange Act of 1934

         For the transition period from:              to
                                          -----------    --------------

Commission file number:  0-33029

                                 GFY FOODS, INC.
                                 ---------------
             (Exact name of registrant as specified in its charter)

          Nevada                                         87-0382438
-------------------------------                --------------------------
(State or other jurisdiction of                (I.R.S. Employer
incorporation or organization)                  Identification Number)

601 Deerfield Parkway
Buffalo Grove, IL                                    60089
-----------------------------------------         --------------------
(Address of principal executive offices)           (Zip Code)

Issuer's telephone number, including area code:  (847) 353-7554
                                                 ---------------

Securities registered pursuant to Section 12(b) of the Act:

Title of each class                 Name of each exchange on which registered
-------------------                 ------------------------------------------
        None

Securities registered pursuant to Section 12(g) of the Act:
                         Common Stock, Par Value $0.001
                              (Title of Each Class)

     Indicate by check mark whether the  registrant (1) has filed all reports to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 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-K 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. [ ]

         The issuer's revenues for the short year ended December 31, 2004, its
most recent fiscal year, were $117,832.


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<PAGE>



         The aggregate market value of voting and non-voting common equity held
by non- affiliates of the registrant was approximately $21,309,518 based on a
closing price of $0.09 on April 4, 2005. The number of shares of the
registrant's common stock outstanding as of April 4, 2005 was 904,858,733 after
accounting for a ten thousand to one reverse stock split that was effective on
February 9, 2005.

         DOCUMENTS INCORPORATED BY REFERENCE

None.

         Transitional Small Business Disclosure Format (check one):

         Yes _____                          No XX
                                               --


                                       2

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                                      INDEX

                                                                           Page
                                                                          Number

                                     PART I.

Item 1.           Description of Business                                   4

Item 2.           Description of Property                                   8

Item 3.           Legal Proceedings                                         8

Item 4.           Submission of Matters to a Vote of Security Holders       9

                                                 PART II.

Item 5.           Market for the Registrant's Common Stock and Related
                  Stockholder Matters                                       9

Item 6.           Management's Discussion and Analysis or Plan of
                  Operation                                                16

Item 7.           Financial Statements                                     24

Item 8.           Changes  in  and  Disagreements  with  Accountants
                  on  Accounting  and Financial Disclosure                 35

Item 8A.          Controls and Procedures                                  35

Item 8B.          Other Information                                        35

                                   PART III.

Item 9.           Directors, Executive Officers, Promoters and
                  Control Persons; Compliance with Section 16(a)
                  of the Exchange Act                                      35

Item 10.          Executive Compensation                                   37

Item 11.          Security Ownership of Certain Beneficial Owners
                  and  Management And Related Stockholder Matters          38

Item 12.          Certain Relationships and Related Transactions           38

                                    PART IV.

Item 13.          Exhibits and Reports on Form 8-K                         38

Item 14.          Principal Accountant Fees and Services                   40


                                       3

<PAGE>




                                     PART I.

Note Regarding Forward Looking Information

This  Annual  Report  on  Form  10-KSB   ("10-KSB")   contains   forward-looking
statements.  Such statements are not based on historical  facts and are based on
current  expectations,  including,  but not limited to, statements regarding the
company's plans for future development and the operation of its business.  Words
such as  "anticipates,"  "expects,"  "intends,"  "plans,"  "believes,"  "seeks,"
"estimates," and similar expressions identify such  forward-looking  statements.
These  statements  are not guarantees of future  performance  and are subject to
certain  risks and  uncertainties  that  could  cause  actual  results to differ
materially  from those  expressed  or  forecasted.  Among the factors that could
cause  actual  results  to  differ  materially  are  the  following:  a lack  of
sufficient  capital to  finance  the  company's  business  plan on  commercially
acceptable terms;  changes in labor,  equipment and capital costs; its inability
to attract strategic partners; general business and economic conditions; and the
other risk factors  described  from time to time in the company's  reports filed
with the  Securities  and Exchange  Commission  ("SEC").  You should not rely on
these forward-looking statements, which reflect only the Registrant's opinion as
of the date of this 10-KSB. The company does not assume any obligation to revise
forward-looking  statements.  You should also carefully  review the risk factors
set forth in other reports or documents the company files from time to time with
the Securities and Exchange  Commission,  particularly the quarterly  reports on
Form 10-QSB and any current reports on Form 8-K.

ITEM 1. DESCRIPTION OF BUSINESS

THE COMPANY

GFY Foods,  Inc. ("GFY" or the "Registrant") is a company that owns and operates
food and  beverage  restaurants  in Buffalo  Grove,  Illinois  and  Willowbrook,
Illinois.  The  restaurants  are Frullati Cafe  franchisees  of Kahala Corp. GFY
intends on acquiring other businesses in the food and beverage  industry as well
as  pursuing  other  business  opportunities  in real estate and  investment  in
viaticals.

Until  January of 2004,  GFY was  focused on  investing  in oil and  natural gas
exploration and oil and natural gas producing properties. From January 1 through
December 31, 2004 GFY considered  these holdings as investments and included the
net income from these ventures as investment income. The assets were disposed of
on December 31, 2004. The activity from the oil and gas operations  from April 1
through  December 31, 2003 have been included in discontinued  operations in the
financial statements.

BACKGROUND

GFY was  originally  organized in the State of Utah on May 13,  1981,  under the
name Oro Rico, Ltd. On August 16, 1994, Oro Rico merged into Tierra Rica,  Ltd.,
a Nevada  corporation  organized  on May 7, 1993 for the purpose of changing its
domicile to the

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<PAGE>




State of Nevada. In September 1994, Tierra Rica merged with Petrex  Corporation,
a  newly  formed  Utah  corporation,   with  Tierra  Rica  being  the  surviving
corporation.  On  October  24,  1994,  the  company  changed  its name to Petrex
Corporation.  In  November  of 1998,  the  company  changed its name from Petrex
Corporation to Institute of Cosmetic Surgery,  Inc. In July of 2000, the company
again amended its Articles of Incorporation  and changed its name back to Petrex
Corporation.

The Registrant then effectuated a reverse  twenty-for-one stock split and merged
with  Force 10  Trading,  Inc.,  a  Nevada  corporation,  and  issued a total of
6,400,000  shares of its $0.001 par value  common stock to the  stockholders  of
Force 10. Under the terms of the merger agreement,  the company changed its name
to Force 10 Trading,  Inc. and the existing  officers and directors  resigned in
favor of a new management team.

On December 2, 2002, the Registrant  effectuated a reverse three hundred-for-one
stock split and changed its name to F10 Oil & Gas Properties, Inc.

On January 12, 2004, the  Registrant  acquired GFY, Inc. and changed its name to
GFY Foods,  Inc. The  Registrant  increased its number of  authorized  shares of
$0.001 par value common stock to 2,000,000,000 from 75,000,000.

On March 22, 2004, the Registrant  increased its number of authorized  shares of
$0.001 par value common stock from 2,000,000,000 to 4,000,000,000.

On April 20,  2004,  the  Registrant  amended its Articles of  Incorporation  to
increase its number of  authorized  shares of $0.001 par value common stock from
4,000,000,000 to 8,000,000,000.

On  June  15,  2004,  the  Registrant  authorized  a  reverse  two  hundred  and
fifty-for-one split. This reverse stock split was effective on July 13, 2004.

On October 14, 2004,  the Registrant  authorized a reverse one  thousand-for-one
split. This reverse stock split was effective on October 26, 2004.

On January 25, 2005,  the Registrant  authorized a reverse ten  thousand-for-one
split.  This reverse stock split was  effective on February 9, 2005.  The stated
number of outstanding shares within this document has not been adjusted for this
reverse split, unless specifically stated.

BUSINESS STRATEGY

Upon the  acquisition  of GFY,  Inc. in January  2004,  GFY began  focusing  its
efforts on the operation and acquisition of food and beverage restaurants. As of
December 31, 2004, GFY owned Frulatti franchises in Buffalo Grove,  Illinois and
Willowbrook,  Illinois.  The Registrant previously owned and operated a Frulatti
franchise in Elkhart,  Indiana.  This Elkhart  location was closed in October of
2004. GFY is continuing to seek out  additional  acquisitions,  both  additional
food and beverage  restaurants  as well as  opportunities  in other  industries.
Since December 31, 2004, the Registrant has signed agreements and/or

                                       5

<PAGE>




letters of intent to acquire real estate and  viaticals.  No payments  have been
made under any of these contracts.

The Frulatti concept is a fresh,  home-style  alternative to fast food. The menu
includes grilled sandwiches and signature paninis that are served on bread baked
at the cafe.  With  options  for  breakfast,  lunch or  dinner,  GFY's  Frulatti
franchises  offer quiches,  soups,  salads and pastries.  The cafes also offer a
variety of fruit smoothie drinks.

GFY believes in the  importance  of providing  high quality  foods at affordable
prices  that are  healthy  alternatives  to food that is now  being  sold to the
American public.


INDUSTRY AND COMPETITION

The business of operating  juice bars serving  blended  fruit drinks and healthy
food cafes serving  sandwiches,  gourmet rolled sandwiches,  soups,  salads, and
other healthy snacks is highly  competitive and  fragmented.  Other operators of
juice bars and healthy  food cafes  compete for market  share on a multitude  of
factors,  the primary ones of which include strategic retail store locations and
the  variety  and  breadth  of  products  offered.  GFY  believes  that its main
competitors within its existing markets and as it expands are two chains,  Jamba
Juice and Smoothie King.  These national juice bar chains' outlets are primarily
located in strip centers and street locations.  Currently,  GFY's franchises are
located  within health  clubs.  Consequently,  GFY believes its store  locations
provide  access to a more  diverse and  concentrated  traffic  flow of potential
customers  than do these  national  chains' strip centers and street  locations.
There are numerous other smaller  regional  chains of juice bars serving blended
drinks and health food cafes serving both fresh sandwiches and rolled sandwiches
throughout  the United  States  that  operate in both strip  centers  and street
locations and specialty locations within airports,  hospitals,  office complexes
and shopping  malls.  GFY's  competitive  strategy  includes  offering  what GFY
believes is a better tasting,  blended fruit drink,  offering  healthy foods and
snacks that utilize fresh  ingredients,  and locating its stores in high density
traffic flow specialty retail locations that are convenient for the customer.

GOVERNMENTAL REGULATIONS

Except for complying with state and local ordinances  governing land use and the
health and safety of food service operations,  GFY's principal products of fruit
smoothie drinks, sandwiches, and other healthy foods, snacks and supplements are
not subject to governmental  approval,  nor does management know of any existing
or proposed regulations of its business that could have a material effect on its
operations.

GFY's stores are subject to federal, state and local health regulation. The most
material governmental  regulations GFY is subject to are local health department
requirements and regulations. GFY's operations are not directly regulated by the
FDA, but the  manufacturers and suppliers of its food products may be subject to
FDA regulations.


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<PAGE>




GFY has not been  involved in any judicial or regulatory  proceedings  involving
any alleged  violation of  environmental  laws, and, to the best of management's
knowledge,  GFY believes it is in compliance  with all applicable  environmental
laws.


EMPLOYEES

As of  December  31,  2004,  GFY and its wholly  owned  subsidiary,  GFY,  Inc.,
employed 4 full-time employees and 8 part-time employees.

RESEARCH AND DEVELOPMENT

GFY has not expended any capital on research or development since its inception.

INTELLECTUAL PROPERTY

GFY does not directly  own the rights to any  intellectual  property,  including
patents or trademarks.  It does own the franchise rights for Frulatti franchises
in Buffalo Grove, Illinois and Willowbrook, Illinois.

RISK OF LOW-PRICED STOCKS

Rules 15g-1 through 15g-9 promulgated under the Securities  Exchange Act of 1934
(the  "Exchange  Act") impose  sales  practice and  disclosure  requirements  on
certain  brokers  and dealers who engage in certain  transactions  involving  "a
penny stock."

Currently,  the  Registrant's  Common  Stock is  considered  a penny  stock  for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Registrant's  Common Stock in the  secondary  market.  In  addition,  the market
liquidity for the Registrant's  securities may be severely  adversely  affected,
with concomitant adverse effects on the price of the Registrant's securities.

Under the penny stock  regulations,  a broker or dealer  selling  penny stock to
anyone other than an established customer or "accredited  investor"  (generally,
an individual with net worth in excess of $1,000,000 or annual incomes exceeding
$200,000,  or  $300,000  together  with his or her  spouse)  must make a special
suitability  determination  for the purchaser  and must receive the  purchaser's
written consent to the transaction prior to sale, unless the broker or dealer or
the transaction is otherwise  exempt.  In addition,  the penny stock regulations
require the broker or dealer to deliver,  prior to any  transaction  involving a
penny  stock,  a disclosure  schedule  prepared by the  Securities  and Exchange
Commission (the "SEC") relating to the penny stock market,  unless the broker or
dealer  or the  transaction  is  otherwise  exempt.  A broker  or dealer is also
required  to  disclose  commissions  payable  to the  broker or  dealer  and the
registered   representative  and  current  quotations  for  the  Securities.  In
addition, a broker or dealer is required to send monthly

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<PAGE>




statements  disclosing  recent price information with respect to the penny stock
held in a customer's  account and information with respect to the limited market
in penny stocks.

POTENTIAL DILUTION OF PRESENT SHAREHOLDERS

The Registrant's plan to continue to acquire additional  Frullati franchises and
other  restaurants  will most  likely be  effectuated  through  the  issuance of
substantial  amounts of the  Registrant's  common stock. The Registrant has also
had a history of issuing  substantial  amounts of shares of its common  stock to
its officers,  directors and  consultants.  The effectuation of any acquisitions
for common stock and the  continuation  of the practice of paying  employees and
consultants with common stock will continue to dilute the current  shareholders'
ownership percentage in the Registrant.


ITEM 2. DESCRIPTION OF PROPERTY

GFY currently  leases space for its cafe and bakery in Buffalo Grove,  Illinois.
This space is also used for its corporate  offices.  The terms of the lease call
for payments of $231 per month  through  September  30, 2005  increasing to $242
from October 1, 2005  through  September  30, 2006.  The lease term runs through
September 30, 2006.


ITEM 3. LEGAL PROCEEDINGS.

GFY,  Inc.  acquired the Buffalo  Grove,  Illinois  Frullati  franchise  from an
individual. GFY was required to make a balloon payment of $28,000 in December of
2003 under the terms of that agreement. GFY failed to make the requisite payment
and,  as a result,  the  entire  balance  of the note then due of  approximately
$61,000 was immediately  payable.  GFY has continued to make monthly payments on
the note and,  although the note holder has threatened  legal action,  no formal
proceedings  have  occurred.  GFY believes  that as long as it continues to make
monthly payments to the note holder, legal action or collection of the note will
be  avoided.  The  current  balance on the note is  $56,020,  including  accrued
interest, as of December 31, 2004.

SEC v. David M. Wolfson, United States District Court, District of Utah, Central
Division, Case No. 2:03-CV-0914K.

On October 16, 2003,  the Securities  and Exchange  Commission  through its Salt
Lake City,  Utah,  office filed a complaint in the United States  District Court
for  the  District  of  Utah  against  21  defendants  including  F10  Oil & Gas
Properties, Inc., Jon H. Marple, the former Chief Executive Officer of F10, Mary
E. Blake,  the former  President of F10, Jon R. Marple, a consultant to F10, and
Grateful Internet Associates,  LLC, a Colorado limited liability company owed by
Jon R. Marple. The complaint alleges that overseas investors were defrauded by a
scheme organized by defendants  David Wolfson,  Gino Carlucci and Sukumo Ltd. to
sell securities in five United States-based issuers including F10. F10, with its
former officers Jon H. Marple and Mary E. Blake, are alleged to have made false


                                       8
<PAGE>




or incomplete  filings with the SEC and to have  manipulated  the price of F10's
securities  in violation of the  antifraud  provisions  of Section  17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5  promulgated  thereunder,  the issuer reporting  provision of Section
13(a) of the Exchange Act, and Rules 12b-20,  13a-1 and 13a-13 promulgated under
the Exchange Act.

The complaint seeks the entry of a preliminary and permanent  injunction against
all defendants including F10 and its former officers,  Jon H. Marple and Mary E.
Blake,  including  the return of "ill  gotten"  gains,  and seeks asset  freezes
against 16 of the defendants including F10 and its former officers.

GFY's bank account with a balance of $60,102 is  currently  frozen.  This amount
has been reserved against on the balance sheet as of December 31, 2004 and is no
longer considered a Company asset.

Management of GFY is currently in negotiations with the Commission to settle the
complaint.

The  Registrant  may have  significant  financial  exposure to this  action.  No
adjustments as to the potential  financial  disgorgement or civil penalties that
may be imposed in this action have been recorded in the financial statements.


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


On April 20, 2004, the Registrant increased its number of authorized shares of
$0.001 par value common stock to 8,000,000,000 from 4,000,000,000. This matter
was approved by the Board of Directors and a majority of the shareholders of the
Registrant. GFY neglected to file a Schedule 14C or 14A to effect this action.
This neglect may have resulted in a potential violation of Section 14. A Form
8-K was filed to disclose this action.

                                    PART II.

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  STOCK  AND  RELATED  STOCKHOLDER
         MATTERS.

GFY's common stock currently trades on the Over-the-Counter Bulletin Board under
the ticker symbol "GFYD." This stock symbol was adopted after the effectuation
of a ten thousand-for-one reverse stock split that was effective on February 9,
2005. From October 26, 2004 through February 8, 2005, the common stock traded
under the symbol "GFYO." From July 13, 2004 through October 25, 2004, the stock
traded under the symbol "GFYF." GFY's common stock traded under the symbol
"GFYI" from January 26, 2004 through July 12, 2004. From December 3, 2002
through January 25, 2004, the common stock traded under the ticker symbol
"FTOG." The range of high and low bid information as set forth below for the
shares of the company's stock for the last two complete fiscal years are
approximations, as reported by Nasdaq.com. Such quotations represent prices
between dealers, do not include retail markup, markdown or

                                       9

<PAGE>




commission, and do not represent actual transactions. The information has been
adjusted for the two hundred and fifty-for-one reverse stock split effectuated
by the company on July 13, 2004 and the one thousand-for-one reverse stock split
effectuated by the company on October 26, 2004.

<TABLE>
<CAPTION>
Period Ended December 31, 2004                         High              Low

<S>                                                    <C>               <C>
Third Quarter     - Oct. 1 to Dec. 31, 2004            $    1.30         $  0.0008
Second Quarter - July 1 to Sept. 30, 2004              $   75.00         $    1.30
First Quarter - April 1 to June 30, 2004               $1,250.00         $   50.00

Year Ended March 31, 2004                              High              Low

Fourth Quarter - Jan. 1 to Mar. 31, 2004               $137,500          $    350
Third Quarter     - Oct. 1 to Dec. 31, 2003            $562,500          $ 62,500
Second Quarter - July 1 to Sept. 30, 2003              $562,500          $375,000
First Quarter - April 1 to June 30, 2003               $430,000          $400,000
</TABLE>


As of December 31, 2004, GFY had 804 shareholders of record, including nominees
and brokers holding street accounts. As of April 4, 2005, the last sale price
for GFY's common stock on the OTC Bulletin Board was $0.09 per share. This price
is after the effect of the ten thousand-for-one reverse stock split that was
effective on February 9, 2005.

GFY has never paid cash dividends on its common stock and does not anticipate
that it will pay dividends in the foreseeable future. GFY intends to continue to
retain any earnings to expand and develop its business.

Registrar and Transfer Agent

The company's registrar and transfer agent is Standard Registrar and Transfer
Company, located at 12528 South 1840 East, Draper, Utah 84020; where its
telephone number is (801) 571-8844.


Recent Sales of Unregistered Securities

GFY made the following sales of unregistered securities during the fiscal year
ended December 31, 2004:

Common Stock

     (a)  In April 2004, GFY issued 10,000,000 shares of restricted common stock
          (40 shares after adjusting for the two  hundred-for-one  reverse stock
          split effective on July 13, 2004 and the one thousand-for-one  reverse
          stock split effective on


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<PAGE>




          October 26, 2004) to DeVerl Byington,  a note holder, in settlement of
          his note with a principal balance of $5,000.  The payment was made for
          additional interest paid on the note. The value of this settlement was
          booked at par value of  $10,000,  or at par value of $0.001 per share.
          The  Registrant  relied on the  exemption  under  Section  4(2) of the
          Securities Act of 1933, as amended.

     (b)  In April 2004, GFY issued 6,000,000 shares of restricted  common stock
          (24 shares after adjusting for the two  hundred-for-one  reverse stock
          split effective on July 13, 2004 and the one thousand-for-one  reverse
          stock  split   effective   on  October  26,  2004)  to  Bruce  Kim  as
          consideration  for the  acquisition of the Elkhart,  Indiana  Frulatti
          Franchise.  The  total  value of the  stock  was  booked at a value of
          $15,000,  or $0.0025 per share. The Registrant relied on the exemption
          under Section 4(2) of the Securities Act of 1933, as amended.

     (c)  In April 2004,  GFY issued  295,000,000  shares of  restricted  common
          stock  (1,180  shares  after  adjusting  for the  two  hundred-for-one
          reverse   stock  split   effective  on  July  13,  2004  and  the  one
          thousand-for-one reverse stock split effective on October 26, 2004) to
          Benny Brown, a note holder, in settlement of his note with a principal
          balance of $50,000 and accrued  interest of $4,933.  The value of this
          settlement  was booked at par value of $295,000,  or $0.001 per share.
          The excess value  assigned to the issuance  above the note balance was
          booked as interest  expense.  The  Registrant  relied on the exemption
          under Sections 4(2) of the Securities Act of 1933, as amended.

     (d)  In May 2004,  GFY  issued  2,500,000,000  shares of its  reverse-split
          adjusted shares restricted common stock (10,000 shares after adjusting
          for the two hundred-for-one  reverse stock split effective on July 13,
          2004 and the one  thousand-for-one  reverse  stock split  effective on
          October 26, 2004) to Edward  Schwalb under the terms of his employment
          contract  with  GFY.  The total  value of the stock was  booked at par
          value of $2,500,000,  or $0.25 per  reverse-split  adjusted share. The
          Registrant   relied  on  the  exemption  under  Section  4(2)  of  the
          Securities Act of 1933, as amended.

     (e)  In May 2004, GFY issued  46,000,000  shares of restricted common stock
          (184 shares after adjusting for the two hundred-for-one  reverse stock
          split effective on July 13, 2004 and the one thousand-for-one  reverse
          stock split  effective  on October 26, 2004) to Devang Shah and Jayesh
          Patel as consideration for the acquisition of the Willowbrook, Indiana
          Frulatti Franchise. The total value of the stock was booked at a value
          of  $46,000,  or  $0.0025  per  share.  The  Registrant  relied on the
          exemption  under  Section  4(2)  of the  Securities  Act of  1933,  as
          amended.

     (f)  In May 2004, GFY issued  500,000,000 shares of restricted common stock
          (2,000  shares after  adjusting  for the two  hundred-for-one  reverse
          stock split  effective  on July 13, 2004 and the one  thousand-for-one
          reverse  stock split  effective on October 26, 2004) to Travis Cook, a
          note holder,  in  settlement  of his note with a principal  balance of
          $50,000 and accrued interest of $16,750.  The value of this settlement
          was booked at par value of $500,000,  or $0.001 per share.  The excess
          value  assigned to the  issuance  above the note balance was booked as
          interest  expense.  The  Registrant  relied  on  the  exemption  under
          Sections 4(2) of the Securities Act of 1933, as amended.

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<PAGE>




     (g)  In July 2004, GFY issued 150,000,000 shares of restricted common stock
          (150,000 shares after adjusting for the one  thousand-for-one  reverse
          stock split effective on October 26, 2004) to Edward Schwalb under the
          terms of his  employment  contract  with GFY.  The total  value of the
          stock was booked at par value of  $150,000,  or $0.001 per share.  The
          Registrant   relied  on  the  exemption  under  Section  4(2)  of  the
          Securities Act of 1933, as amended.

     (h)  In August 2004,  GFY issued  725,000,000  shares o  restricted  common
          stock  (725,000  shares after  adjusting for the one  thousand-for-one
          reverse  stock  split  effective  on October  26,  2004) to  Anastasio
          Mikroulus, the owner of the Dionysus restuarant,  as consideration for
          the  acquisition  of  the  Dionysus  restaurant.  The  value  of  this
          settlement  was booked at par value of $725,000,  or $0.001 per share.
          The  Registrant  originally  booked  this  payment as a deposit on the
          acquisition but later abandoned this  acquisition by December 31, 2004
          and wrote off the  balance.  The  Registrant  relied on the  exemption
          under Section 4(2) of the Securities Act of 1933, as amended.

     (i)  In August 2004, GFY issued  100,000,000 shares o its restricted common
          stock  (100,000  shares after  adjusting for the one  thousand-for-one
          reverse stock split effective on October 26, 2004) to Eric Schwalb,  a
          brother of the Registrant's  President,  for services  rendered to the
          Registrant.  The total value of the stock was booked at  $100,000,  or
          par value of $0.001 per share. The Registrant  relied on the exemption
          under Section 4(2) of the Securities Act of 1933, as amended.

     (j)  In August 2004, GFY issued  50,000,000 shares of its restricted common
          stock  (50,000  shares after  adjusting  for the one  thousand-for-one
          reverse stock split effective on October 26, 2004) to Jason Loebig for
          services rendered to the Registrant.  The total value of the stock was
          booked at $50,000,  or par value of $0.001 per share.  The  Registrant
          relied on the exemption  under Section 4(2) of the  Securities  Act of
          1933, as amended.

     (k)  In August 2004, GFY issued  25,000,000 shares of its restricted common
          stock  (25,000  shares after  adjusting  for the one  thousand-for-one
          reverse  stock split  effective on October 26, 2004) to Lore Hayes for
          services rendered to the Registrant.  The total value of the stock was
          booked at $25,000,  or par value of $0.001 per share.  The  Registrant
          relied on the exemption  under Section 4(2) of the  Securities  Act of
          1933, as amended.

     (l)  In August 2004, GFY issued  25,000,000 shares of its restricted common
          stock  (25,000  shares after  adjusting  for the one  thousand-for-one
          reverse stock split effective on October 26, 2004) to Melissa Reed for
          services rendered to the Registrant.  The total value of the stock was
          booked at $25,000,  or par value of $0.001 per share.  The  Registrant
          relied on the exemption  under Section 4(2) of the  Securities  Act of
          1933, as amended.

     (m)  In August 2004, GFY issued  25,000,000 shares of its restricted common
          stock  (25,000  shares after  adjusting  for the one  thousand-for-one
          reverse stock split  effective on October 26, 2004) to Kelly Gates for
          services rendered to the Registrant.  The total value of the stock was
          booked at $25,000,  or par value of $0.001 per share.  The  Registrant
          relied on the exemption  under Section 4(2) of the  Securities  Act of
          1933, as amended.

                                       12

<PAGE>




     (n)  In August 2004, GFY issued  25,000,000 shares of its restricted common
          stock  (25,000  shares after  adjusting  for the one  thousand-for-one
          reverse  stock split  effective  on October 26, 2004) to Bruce Kim for
          services rendered to the Registrant.  The total value of the stock was
          booked at $25,000,  or par value of $0.001 per share.  The  Registrant
          relied on the exemption  under Section 4(2) of the  Securities  Act of
          1933, as amended.

     (o)  In August 2004, GFY issued  25,000,000 shares of its restricted common
          stock  (25,000  shares after  adjusting  for the one  thousand-for-one
          reverse stock split effective on October 26, 2004) to Charles Randazzo
          for services rendered to the Registrant.  The total value of the stock
          was  booked  at  $25,000,  or par  value  of  $0.001  per  share.  The
          Registrant   relied  on  the  exemption  under  Section  4(2)  of  the
          Securities Act of 1933, as amended.

     (p)  In August 2004, GFY issued  120,000,000 shares o its restricted common
          stock  (120,000  shares after  adjusting for the one  thousand-for-one
          reverse stock split effective on October 26, 2004) to Jon H. Marple in
          settlement of an obligation in the amount of $24,509.  The  Registrant
          valued  this stock  issuance  at par value at the time of  issuance of
          $120,000,  or par value of $0.001 per share. The Registrant  relied on
          the  exemption  under Section 4(2) of the  Securities  Act of 1933, as
          amended.

     (q)  In October 2004, GFY issued  500,000,000  shares of restricted  common
          stock  (500,000  shares after  adjusting for the one  thousand-for-one
          reverse stock split  effective on October 26, 2004) to Edward  Schwalb
          under the terms of his  employment  contract with GFY. The total value
          of the stock was booked at par value of $500,000, or $0.001 per share.
          The  Registrant  relied on the  exemption  under  Section  4(2) of the
          Securities Act of 1933, as amended.

     (r)  In October  2004,  GFY  issued  150,000,000  shares of its  restricted
          common   stock   (150,000   shares   after   adjusting   for  the  one
          thousand-for-one reverse stock split effective on October 26, 2004) to
          Eric Schwalb,  a brother of the Registrant's  President,  for services
          rendered to the Registrant. The total value of the stock was booked at
          $150,000,  or par value of $0.001 per share. The Registrant  relied on
          the  exemption  under Section 4(2) of the  Securities  Act of 1933, as
          amended.

     (s)  In October  2004,  GFY  issued  150,000,000  shares of its  restricted
          common   stock   (150,000   shares   after   adjusting   for  the  one
          thousand-for-one reverse stock split effective on October 26, 2004) to
          Lore Hayes for services rendered to the Registrant. The total value of
          the stock was  booked at  $150,000,  or par value of $0.001 per share.
          The  Registrant  relied on the  exemption  under  Section  4(2) of the
          Securities Act of 1933, as amended.

     (t)  In October  2004,  GFY  issued  150,000,000  shares of its  restricted
          common   stock   (150,000   shares   after   adjusting   for  the  one
          thousand-for-one reverse stock split effective on October 26, 2004) to
          Kelly Gates for services  rendered to the Registrant.  The total value
          of the stock was booked at $150,000, or par value of $0.001 per share.
          The  Registrant  relied on the  exemption  under  Section  4(2) of the
          Securities Act of 1933, as amended.

     (u)  In October  2004,  GFY  issued  150,000,000  shares of its  restricted
          common   stock   (150,000   shares   after   adjusting   for  the  one
          thousand-for-one reverse

                                       13

<PAGE>




          stock  split  effective  on October  26,  2004) to Stuart  Schwalb,  a
          brother of the Registrant's  President,  for services  rendered to the
          Registrant.  The total value of the stock was booked at  $150,000,  or
          par value of $0.001 per share. The Registrant  relied on the exemption
          under Section 4(2) of the Securities Act of 1933, as amended.

     (v)  In November 2004, GFY issued  850,000,000  shares of restricted common
          stock to Edward  Schwalb  under the terms of his  employment  contract
          with  GFY.  The total  value of the  stock was  booked at par value of
          $850,000,  or $0.001 per share. The Registrant relied on the exemption
          under Section 4(2) of the Securities Act of 1933, as amended.

     (w)  In November  2004,  GFY issued  275,000,000  shares of its  restricted
          common stock to Lee Traupel for services  rendered to the  Registrant.
          The total value of the stock was booked at  $275,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

     (x)  In November  2004,  GFY issued  275,000,000  shares of its  restricted
          common stock to Jason Loebig for services  rendered to the Registrant.
          The total value of the stock was booked at  $275,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

     (y)  In November  2004,  GFY issued  275,000,000  shares of its  restricted
          common stock to Eric Schwalb, a brother of the Registrant's President,
          for services rendered to the Registrant.  The total value of the stock
          was  booked  at  $275,000,  or par  value of  $0.001  per  share.  The
          Registrant   relied  on  the  exemption  under  Section  4(2)  of  the
          Securities Act of 1933, as amended.

     (z)  In November  2004,  GFY issued  250,000,000  shares of its  restricted
          common  stock to Lore Hayes for services  rendered to the  Registrant.
          The total value of the stock was booked at  $250,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

     (aa) In November  2004,  GFY issued  250,000,000  shares of its  restricted
          common stock to Kelly Gates for services  rendered to the  Registrant.
          The total value of the stock was booked at  $250,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

     (bb) In November  2004,  GFY issued  200,000,000  shares of its  restricted
          common  stock  to  Stuart  Schwalb,  a  brother  of  the  Registrant's
          President, for services rendered to the Registrant. The total value of
          the stock was  booked at  $200,000,  or par value of $0.001 per share.
          The  Registrant  relied on the  exemption  under  Section  4(2) of the
          Securities Act of 1933, as amended.

     (cc) In November 2004, GFY issued  200,000,000  shares of restricted common
          stock  to  Devang  Shah and  Jayesh  Patel  as  consideration  for the
          acquisition of the Willowbrook,  Indiana Frulatti Franchise. The total
          value of the stock was booked at a value of $200,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

                                       14

<PAGE>




     (dd) In November  2004,  GFY issued  300,000,000  shares of its  restricted
          common  stock to Cecil Wall for  services  rendered to the  Registrant
          prior to 2002. The total value of the stock was booked at $300,000, or
          par value of $0.001 per share. The Registrant  relied on the exemption
          under Section 4(2) of the Securities Act of 1933, as amended.

     (ee) In December  2004,  GFY issued  395,000,000  shares of its  restricted
          common stock to G.W.  McDonald for services rendered to the Registrant
          prior to 2002. The total value of the stock was booked at $395,000, or
          par value of $0.001 per share. The Registrant  relied on the exemption
          under Section 4(2) of the Securities Act of 1933, as amended.

     (ff) In  December  2004,  GFY issued  25,000,000  shares of its  restricted
          common stock to Jason Loebig for services  rendered to the Registrant.
          The total  value of the stock was booked at  $25,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

     (gg) In  December  2004,  GFY issued  25,000,000  shares of its  restricted
          common stock to Eric Schwalb, a brother of the Registrant's President,
          for services rendered to the Registrant.  The total value of the stock
          was  booked  at  $25,000,  or par  value  of  $0.001  per  share.  The
          Registrant   relied  on  the  exemption  under  Section  4(2)  of  the
          Securities Act of 1933, as amended.

     (hh) In  December  2004,  GFY issued  25,000,000  shares of its  restricted
          common  stock to Lore Hayes for services  rendered to the  Registrant.
          The total  value of the stock was booked at  $25,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

     (ii) In  December  2004,  GFY issued  25,000,000  shares of its  restricted
          common stock to Kelly Gates for services  rendered to the  Registrant.
          The total  value of the stock was booked at  $25,000,  or par value of
          $0.001 per share. The Registrant relied on the exemption under Section
          4(2) of the Securities Act of 1933, as amended.

     (jj) In December 2004, GFY issued  340,000,000  shares of restricted common
          stock to Benny Brown, a note holder,  in settlement of his note with a
          principal  balance of $60,000  and accrued  interest  of $15,333.  The
          value of this  settlement  was  booked  at par value of  $340,000,  or
          $0.001 per share.  The excess value assigned to the issuance above the
          note balance was booked as interest expense.  The Registrant relied on
          the exemption  under  Sections 4(2) of the  Securities Act of 1933, as
          amended.

The value of nearly all restricted stock issuances was determined at par value
of $0.001. However, in several instances the current stock price of the
Registrant's common stock was substantially below par value.

Notes and Warrants

From April 1 2004 through December 31, 2004, GFY entered into note agreements
with several individuals. The notes carry an interest rate of 15% per annum and
are


                                       15
<PAGE>




convertible into shares of common stock at a discount to the market price of the
stock at a discount rate varying from 50-90% of the bid price of the common
stock at the time of conversion. The total principal balance of these notes is
$136,600. The Registrant valued the conversion feature of these notes at an
aggregate value of $136,600. This amount was recorded as a discount and is being
amortized over the term of the notes. For the year ended December 31, 2004, GFY
amortized $50,134 of this discount and that amount is included in interest
expense.


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

The following discussion should be read in conjunction with the financial
statements and accompanying notes included elsewhere in this Form 10-KSB.

The following information is presented for GFY operations for the year ended
December 31, 2004. Where noted, the operations of GFY in its prior line of
business are noted as discontinued operations. Comparisons to the prior year
have only been made on a limited basis since the Registrant has changed its line
of business as of January 12, 2004 with the acquisition of GFY, Inc.
Additionally, the current period only covers nine months of operations (April 1,
2004 through December 31, 2004) due to the change in fiscal year.

Results of Operations.

Revenues.

For the period ended December 31, 2004, GFY reported $117,832 in total revenues.
This figure is an increase of 340% from the revenues for the previous fiscal
year.

For the year ended March 31, 2004, GFY reported $26,806 in total revenues. This
figure only includes the revenues from the restaurant operations of GFY, Inc.
for the period from January 1, 2004 through March 31, 2004, since the
acquisition of GFY, Inc. as a wholly owned subsidiary of the Registrant.

In the financial statements for the year ended March 31, 2004, the revenues from
oil and natural gas sales passed through from F10's joint venture investment
have been reclassified as part of the discontinued operations on the
accompanying financial statements.

Selling, General and Administrative Expenses.

The Registrant incurred total selling, general and administrative expenses
("SG&A") of $9,810,663 in the period ending December 31, 2004.

                                       16


<PAGE>




GFY incurred total SG&A of $847,774 from January 1, 2004 through March 31, 2004
in its current line of business. During the entire fiscal year ended March 31,
2004, GFY incurred total SG&A of $1,490,825, including expenses incurred in the
discontinued line of business.

The current period's SG&A is a 558% increase over the total SG&A for the year
ended March 31, 2004. A large amount of the SG&A is attributable to stock issued
to employees and consultants.

Depreciation and Amortization.

Depreciation expense for the period ended December 31, 2004 was equal to $6,406,
compared with $3,851 of depreciation for the year ended March 31, 2004. The
current depreciation expense is a 66% increase over the previous fiscal year.
This increase is due to the relatively greater capital-intensive nature of the
Registrant's current line of business.

The Registrant amortizes the cost of the franchises over the term of the
franchise agreement. GFY recorded $5,181 in amortization expense in the period
ended December 31, 2004, compared with $826 of amortization for the year ended
March 31, 2004. The current amortization expense is a 527% increase over the
previous fiscal year. This increase is due to the Registrant booking nine months
worth of amortization on the Buffalo Grove franchise, compared to only three
months worth in the year ended March 31, 2004. Additionally, the Registrant
acquired two additional franchises in the current period.

GFY amortized the discounts and original issue costs on certain notes payable
during the year. These amounts have been included in interest expense.

Interest Expense.

GFY incurred interest expense of $1,223,101 in the period ended December 31,
2004, an increase of 181% from the interest expense of $434,807 incurred in the
fiscal year ended March 31, 2004. A large amount of the interest expense in the
current fiscal year is attributable to notes settled with common stock that was
given a valuation much greater than the face value of the note. This excess was
booked as additional interest expense. As of December 31, 2004, GFY has settled
a large portion of its notes payable through the issuance of restricted common
stock. The Registrant expects to continue settling notes through the issuance of
additional shares of common stock.

Income Tax Benefit.

For the fiscal year ending December 31, 2004, GFY had a net operating loss
carryforward of approximately $13.8 million expiring beginning on March 31,
2017. GFY has not recognized any of this tax benefit as an asset due to
uncertainty of future income.

                                       17

<PAGE>




Net Loss.

GFY recorded a net loss of $11,754,926 for the period ended December 31, 2004.
This loss represents an increase of 515% from the net loss of $1,910,846 from
the fiscal year ended March 31, 2004. The overall loss in the current year was
higher primarily due to the increased costs of consulting expenses and officer's
compensation, most of which were paid through the issuance of common stock.

The weighted average number of shares outstanding for the period ended December
31, 2004 was 11,083. The loss for the current fiscal year represented a loss of
$1,060.62 per share. This weighted average has been adjusted for the two reverse
stock splits that occurred during the period (two hundred-for-one reverse stock
split effective on July 13, 2004 and one thousand-for-one reverse stock split
effective on October 26, 2004) as well as the ten thousand-for-one reverse stock
split that occurred on February 9, 2005.

Other Income/Expense.

The Registrant recorded investment income from its oil and gas holdings of
$8,109 in the period ended December 31, 2004. These holdings were disposed of as
of December 31, 2004. GFY recorded $35,326 in forgiveness of debt income in the
year ended December 31, 2004. This debt forgiveness income was related to old
accounts payable for which no collection efforts have been given. The Registrant
also recorded a loss on an acquisition deposit of $725,000. This loss was from a
deposit paid in restricted common stock for a Greek restaurant. The acquisition
was never completed and the stock became virtually worthless. The Registrant
recorded a loss on disposition of assets in the amount of $86,732. This loss
includes of the abandonment of equipment at the Registrant's closed Elkhart,
Indiana location and a loss booked on the distribution of the Registrant's oil
and gas assets to a consultant for services rendered to GFY.

GFY recorded investment income of $4,393 in the year ended March 31, 2004. This
amount represents the oil and gas joint venture interests purchased by GFY in
its previous line of business. GFY also recorded $27,040 in forgiveness of debt
income in the year ended March 31, 2004. The Registrant also incurred an expense
of $34,702 in acquisition costs for the acquisition of GFY, Inc.

GFY reported a total net loss from its discontinued operations of $643,051 in
the year ended March 31, 2004.

Liquidity and Capital Resources.

GFY had current assets of $29,156 and current liabilities of $920,350 as of
December 31, 2004. This resulted in a working capital deficit of $891,194 as of
December 31, 2004.

GFY had a working capital deficit of $1,302,120 as of March 31, 2004.

                                       18


<PAGE>




The Registrant has approximately $60,000 that has been frozen by the SEC. These
funds have not been included as current assets in the calculation of its working
capital. The Registrant has reserved against the entire balance of these funds
and has not included any of the frozen funds in its assets in its financial
statements.

Of the notes payable that GFY has issued, a total of $286,008 of notes and
$35,888 of accrued interest is overdue and payable as of March 31, 2004. GFY has
successfully negotiated settlements of approximately $155,000 in notes in
exchange for restricted common stock. GFY is continuing its efforts to negotiate
settlements on the payment of the remaining delinquent notes that would likely
involve additional issuances of GFY's restricted common stock.

The Registrant is minimizing its cash expenditures by paying, where possible,
its consultants and employees with common stock.

The report of GFY's independent certified public accountants notes that GFY has
cash flow constraints, an accumulated deficit and has suffered recurring losses
from operations and these conditions raise substantial doubt about the company's
ability to continue as a going concern. GFY plans on continuing to raise capital
through various private placement offerings of its common stock and through the
offering of additional note agreements with prospective investors.

GFY believes that future equity sales or other financings can be achieved to
adequately finance its growth and retire its existing debts. Therefore, GFY's
continued operations, as well as the implementation of its business plan, will
depend upon its ability to raise additional funds through bank borrowings,
equity or debt financing. However, adequate funds may not be available when
needed or may not be available on favorable terms to GFY. The ability of GFY to
continue as a going concern is dependent on additional sources of capital and
the success of GFY's business plan. Regardless of whether GFY's cash assets
prove to be inadequate to meet GFY's operational needs, GFY might seek to
compensate providers of services by issuance of stock in lieu of cash.

If funding is insufficient at any time in the future, GFY may not be able to
take advantage of business opportunities or respond to competitive pressures,
any of which could have a negative impact on the business, operating results and
financial condition. In addition, if additional shares were issued to obtain
financing, or compensate service providers, existing shareholders may suffer a
dilutive effect on their percentage of stock ownership in GFY.

Certain Indebtedness.

From  December 2003 through March 2004,  GFY entered into note  agreements  with
several individuals.  The notes carry interest rates of 15-25% per annum and are
convertible into shares of common stock at a discount to the market price of the
stock at a  discount  rate  varying  from  30-90% of the bid price of the common
stock at the time

                                       19

<PAGE>




of  conversion.  Some of these  notes  were  issued  by GFY,  Inc.  prior to the
acquisition of GFY, Inc. The total principal balance of these notes is $118,900.

As of December 31, 2004, notes with a total principal amount of $269,520 and
accrued interest of $30,469 were overdue and payable. The Registrant is
negotiating a settlement on some of these notes and contemplates paying off the
note balances through the issuance of restricted common stock.

Inflation.

GFY's management does not believe that inflation has had or is likely to have
any significant impact on GFY's operations.

Other.

GFY does not provide post-retirement or post-employment benefits requiring
charges under Statements of Financial Accounting Standards Nos. 106 and 112.

On January 16, 2004, GFY entered into an employment agreement with its
President, Edward Schwalb. This agreement was amended on May 5, 2004. Under the
terms of the agreement, as amended, GFY is to pay Mr. Schwalb a monthly salary
of $25,000. Mr. Schwalb is also due a bonus of $70,000 for each acquisition that
he initiates and the Registrant closes on during the term of the employment
agreement. Further, the agreement states that Mr. Schwalb shall maintain an
ownership position in GFY of no less than 70% of the outstanding shares of
common stock. As of April 11, 2005, Mr. Schwalb owned 668,086,316 shares out of
904,858,733 shares outstanding, or 73.8% of the outstanding common stock. The
term of this employment agreement is for five years ending on December 31, 2008.

The Registrant has engaged the services of various consultants to assist the
Registrant and perform various duties for the Registrant. The consultants have
been paid through the issuance of free-trading common stock of the Registrant.
Some of the consultants have retained the services of subcontractors. The
consultants may pay their subcontractors with some of their GFY stock, in cash
or other consideration. GFY has also made payments to its president in the form
of free trading common stock. Through December 31, 2004, the Registrant issued a
total of 901,951,062 shares (as adjusted for the reverse stock splits on July
13, 2004 and October 26, 2004) of free-trading common stock that were registered
under various S-8 filings made with the SEC. These shares were valued at the
higher of the bid price of the stock on the date of issuance or par value. The
total value of these shares was recorded at $6,232,040. In many cases the
current price of the stock was substantially below the par value of the shares,
but the shares were still valued at par value. Of these shares, 24,033,300
shares were issued to the Registrant's president at a value of $2,629,000. The
remaining 877,917,762 shares were issued to consultants at a value of
$3,603,040. The following describes the services performed and compensation for
each of the consultants who received more than $5,000 in free-trading common
stock of the Registrant during the period ended December 31,

                                       20

<PAGE>




2004. The stock was registered under various S-8 registrations made during 2004.
To the extent that the Registrant was aware of subcontractors performing
services for the consultants that is disclosed below as well.

On January 28, 2004, the Registrant retained the services of Jorge Castro
("Castro") to act as a consultant to GFY Foods, Inc. Under the agreement with
Castro, Castro is to act as GFY's exclusive strategic advisor for business
combinations and is to arrange the introduction to strategic partners and supply
consulting services to GFY's management. GFY is to pay Castro a non-refundable
payment of $2,000,000 in common stock to compensate Consultant for time, fees
and expenses. Castro may hire subcontractors and negotiate contracts with them
to provide services to GFY under this Agreement. Castro is also due a payment of
$1,000,000 in cash or free-trading common stock of GFY if and when the Company
enters into an agreement to acquire, in any manner, any business, assets or
otherwise, introduced by Castro. Castro and GFY signed an addendum to their
agreement on the date of execution to expand the Castro's duties to the
development of a coffee import/export strategy. In the period ended December 31,
2004, the Registrant had issued a total of 305,153,072 shares (after adjusting
for the two hundred-for-one reverse stock split effective on July 13, 2004 and
the one thousand-for-one reverse stock split effective on October 26, 2004) of
its free-trading common stock to Castro. The stock was valued at $2,344,500.

Jorge Castro has sub-contracted both Agennoria Continental, A.C., Ltd. and
Francisco Chacon as strategic partners to build our business internationally.
The company is unaware of the amount of the sub-contractors' compensation from
Castro.

The Registrant engaged the services of Sunil Aghi to provide the Registrant with
strategic planning and marketing consulting services. In the period ended
December 31, 2004, the Registrant had issued a total of 40 shares (after
adjusting for the two hundred- for-one reverse stock split effective on July 13,
2004 and the one thousand-for-one reverse stock split effective on October 26,
2004) of its free-trading common stock to Aghi. The stock was valued at $10,000.

The Registrant engaged the services of Tad Gygi to provide the Registrant with
strategic planning and marketing consulting services. In the period ended
December 31, 2004, the Registrant had issued a total of 740 shares (after
adjusting for the two hundred-for-one reverse stock split effective on July 13,
2004 and the one thousand-for-one reverse stock split effective on October 26,
2004) of its free-trading common stock to Gygi. The stock was valued at
$222,000.

The Registrant engaged the services of Jason Thelin to provide the Registrant
with strategic planning and marketing consulting services. In the period ended
December 31, 2004, the Registrant had issued a total of 400 shares (after
adjusting for the two hundred- for-one reverse stock split effective on July 13,
2004 and the one thousand-for-one reverse stock split effective on October 26,
2004) of its free-trading common stock to Thelin. The stock was valued at
$120,000.

                                       21


<PAGE>




The Registrant engaged the services of White Rhino Consultants, Inc. to perform
various accounting services for the Registrant. White Rhino subcontracted these
services to J.R. Marple and directed the Registrant to pay Marple directly for
these services. In the period ended December 31, 2004, the Registrant had issued
a total of 61,605,100 shares (after adjusting for the two hundred-for-one
reverse stock split effective on July 13, 2004 and the one thousand-for-one
reverse stock split effective on October 26, 2004) of its free-trading common
stock to Marple. The stock was valued at $113,500.

The Registrant engaged the services of Lee Traupel to design and develop the
Registrant's website as well as assist the Registrant in investor relations and
distribution of press releases. In the period ended December 31, 2004, the
Registrant had issued a total of 9,600,060 shares (after adjusting for the two
hundred-for-one reverse stock split effective on July 13, 2004 and the one
thousand-for-one reverse stock split effective on October 26, 2004) of its
free-trading common stock to Traupel. The stock was valued at $25,800.

The Registrant engaged the services of Ed Wells to perform legal services for
the Registrant. In the period ended December 31, 2004, the Registrant had issued
a total of 1,530,600 shares (after adjusting for the two hundred-for-one reverse
stock split effective on July 13, 2004 and the one thousand-for-one reverse
stock split effective on October 26, 2004) of its free-trading common stock to
Wells. The stock was valued at $181,500.

The Registrant engaged the services of Assen Mitzev to provide the Registrant
with strategic planning and marketing consulting services. In the period ended
December 31, 2004, the Registrant had issued a total of 50,000,000 shares (after
adjusting for the two hundred-for-one reverse stock split effective on July 13,
2004 and the one thousand-for- one reverse stock split effective on October 26,
2004) of its free-trading common stock to Mitzev. The stock was valued at
$50,000.

The Registrant engaged the services of Jason Loebig to manage the cafes of the
Registrant. In the period ended December 31, 2004, the Registrant had issued a
total of 25,025,000 shares (after adjusting for the two hundred-for-one reverse
stock split effective on July 13, 2004 and the one thousand-for-one reverse
stock split effective on October 26, 2004) of its free-trading common stock to
Loebig. The stock was valued at $45,000.

The Registrant engaged the services of Bret Schwalb as an employee in the cafes
of the Registrant. Bret Schwalb is the brother of Ed Schwalb, the sole officer
and director of the Registrant. In the period ended December 31, 2004, the
Registrant had issued a total of 425,002,500 shares (after adjusting for the two
hundred-for-one reverse stock split effective on July 13, 2004 and the one
thousand-for-one reverse stock split effective on October 26, 2004) of its
free-trading common stock to Bret Schwalb. The stock was valued at $427,500.

The Registrant engaged the services of Devang Shah to provide the Registrant
with consulting services related to the operation of the cafes owned by the
Registrant. In the

                                       22

<PAGE>




period ended December 31, 2004, the Registrant had issued a total of 119 shares
(after adjusting for the two hundred-for-one reverse stock split effective on
July 13, 2004 and the one thousand-for-one reverse stock split effective on
October 26, 2004) of its free- trading common stock to Shah. The stock was
valued at $30,370.

The Registrant engaged the services of Jayesh Patel to provide the Registrant
with consulting services related to the operation of the cafes owned by the
Registrant. In the period ended December 31, 2004, the Registrant had issued a
total of 119 shares (after adjusting for the two hundred-for-one reverse stock
split effective on July 13, 2004 and the one thousand-for-one reverse stock
split effective on October 26, 2004) of its free- trading common stock to Patel.
The stock was valued at $30,370.

                                       23

<PAGE>





ITEM 7. FINANCIAL STATEMENTS



                                 Smith & Company
           A Professional Corporation of Certified Public Accountants

             Report of Independent Registered Public Accounting Firm

Officers and Directors
GFY Foods, Inc.
Buffalo Grove, Illinois

We have audited the accompanying  consolidated  balance sheet of GFY Foods, Inc.
(a Nevada  corporation)  as of December 31, 2004,  and the related  consolidated
statements of operations,  changes in stockholders'  equity (deficit),  and cash
flows for the period  ended  December  31, 2004 and year ended  March 31,  2004.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audits.

We conducted our audits 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
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated 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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of GFY Foods, Inc. as
of  December  31,  2004,  and  the  results  of  its   operations,   changes  in
stockholders' equity (deficit), and its cash flows for the period ended December
31, 2004 and year ended March 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has cash flow constraints, and an
accumulated deficit, and has suffered losses from operations. These factors,
among others, raise substantial doubt about the Company's ability to continue as
a going concern. Management's plans in regard to these matters are also
described in Note 2. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                             /s/ Smith & Company
                                             Certified Public Accountants
Salt Lake City, Utah
April 11, 2005


         4764 South 900 East, Suite 1 o Salt Lake City, Utah 84117-4977
              Telephone: (801) 281-4700 o Facsimile: (801) 281-4701
                        E-mail: smithcocpa@earthlink.net
       Members: American Institute of Certified Public Accountants o Utah
                   Association of Certified Public Accountants

                                       24
<PAGE>


                                GFY FOODS, INC.
                           CONSOLIDATED BALANCE SHEET
                               DECEMBER 31, 2004


                                GFY Foods, Inc.
                            Consolidated Financials

ASSETS
                                                       December 31, 2004
                                                    --------------------------
CURRENT ASSETS:
Cash                                                $                    2,356
Prepaid expenses                                                        25,000
Inventory                                                                1,800
                                                    --------------------------
Total current assets                                                    29,156

Property & equipment, net (Note 3)                                      24,031

Franchise fee, net of amortization                                      52,174
                                                    --------------------------
Total assets                                        $                  105,361
                                                    ==========================

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable                                    $                  201,655
Accrued expenses                                                        72,124
Other payables                                                          15,000
Notes payable, net of discounts of $95,522                             310,598
Payable to former officers                                              25,997
Payable to current officers                                            294,976
                                                    --------------------------
Total current liabilities                                              920,350

Long-term portion of notes                                                   -
                                                    --------------------------

Total liabilities                                                      920,350

Commitments and contingencies (Note 5)

Stockholders' deficit:
Preferred stock, 50,000,000 shares                                           -
  authorized, none outstanding
Common stock, par value $0.001;                                            456
  8,000,000,000 shares authorized,
  456,433 shares outstanding
Additional paid-in capital                                          21,844,780
Prepaid Officer's Compensation (Note 6)                             (6,450,448)
Accumulated deficit                                                (16,209,777)
                                                    --------------------------
Total stockholders' deficit                                           (814,989)
                                                    --------------------------

Total liabilities and shareholders' deficit         $                  105,361
                                                    ==========================


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

                                       25

<PAGE>

                                GFY FOODS, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE PERIOD FROM APRIL 1, 2004 THROUGH DECEMBER 31, 2004
                        AND THE YEAR ENDED MARCH 31, 2004


<TABLE>
<CAPTION>
                                                              Period from            Year Ended
                                                      April 1 - December 31, 2004    March 31, 2004
                                                      ---------------------------    ----------------
<S>                                                   <C>                            <C>
Net Revenues                                          $                   117,832    $         26,806

Cost of Sales                                                              70,697               8,751
                                                      ---------------------------    ----------------

Gross Profit                                                               47,135              18,055

General and administrative expenses                                     9,810,663             847,774
                                                      ---------------------------    ----------------

Loss from operations                                                   (9,763,528)           (829,719)

Investment Income                                                           8,109               4,393
Forgiveness of Debt Income                                                 35,326              27,040
Acquisition Costs                                                               -             (34,702)
Loss on Acquisition Deposit                                              (725,000)                  -
Loss on Disposition of Assets                                             (86,732)                  -
Loss on Discontinued Operations                                                 -            (643,051)
Interest Expense                                                       (1,223,101)           (434,807)
                                                      ---------------------------    ----------------

Loss before provision for income taxes                                (11,754,926)         (1,910,846)
                                                      ---------------------------    ----------------

Provision for income taxes                                                      -                   -
                                                      ---------------------------    ----------------

Net Loss                                              $               (11,754,926)   $     (1,910,846)
                                                      ===========================    ================

Basic net loss per weighted share                     $                 (1,060.62)   $  (1,910,846.00)

Basic weighted average shares outstanding                                  11,083                   1
</TABLE>

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


                                       26

<PAGE>





                                GFY FOODS, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
    FOR THE PERIOD ENDED DECEMBER 31, 2004 AND THE YEAR ENDED MARCH 31, 2004



<TABLE>
<CAPTION>
                                                                           Additional       Prepaid
                                                      Common Stock          Paid-In       Compensation     Accumulated
                                                   Shares     Amount        Capital       to Officers       Deficit        Total
                                                  --------   ---------   --------------   -------------   -------------  ----------
<S>                                               <C>        <C>         <C>              <C>             <C>            <C>
Balance at March 31, 2003                                1   $       -   $    1,852,090   $           -   $  (2,544,004) $ (691,914)

Stock issued to retire options                           1           -                -               -                           -
Stock issued in exchange for debt                        1           0          725,842               -                     725,842
Stock issued for services                                1           0        5,168,900               -                   5,168,900
Stock issued to officer in exchange for debt             1           0          150,000               -                     150,000
Proceeds of Stock Subscription received                  -                      503,058               -                     503,058
Cancellation of remaining Regulation S Offering         (1)         (0)          (5,482)              -                      (5,482)
Stock issued for Purchase Option                         -           -            1,500               -                       1,500
Value of conversion feature on debt issued               -                       90,687               -                      90,687
Stock issued for acquisition of GFY, Inc.                1           -           20,000               -                      20,000
Net loss for period ended March 31, 2004                 -           -                -               -      (1,910,846) (1,910,846)
                                                  --------   ---------   --------------   -------------   -------------  ----------

Balance at March 31, 2004                                5           0        8,506,595               -      (4,454,850)  4,051,745

Stock issued for exercise of options                     1           0          462,000               -                     462,000
Stock issued for services                          420,342         420       10,552,421               -                  10,552,841
Stock issued to retire debts                        34,012          34        1,254,966               -                   1,255,000
Stock issued for acquisition                         2,073           2          932,198               -                     932,200
Value of conversion feature on debt issued                                      136,600               -                     136,600
Reclassification of prepaid officer's compensation       -           -                -      (6,450,448)             (1) (6,450,449)
Net loss for period ended December 31, 2004              -           -                -               -     (11,754,926)(11,754,926)
                                                  --------   ---------   --------------   -------------   -------------  ----------

Balance at December 31, 2004                       456,433   $     456   $   21,844,780   $  (6,450,448)  $ (16,209,777) $ (814,989)
                                                  ========   =========   ==============   =============   =============  ==========
</TABLE>



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


                                       27



<PAGE>


                                GFY FOODS, INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
    FOR THE PERIOD ENDED DECEMBER 31, 2004 AND THE YEAR ENDED MARCH 31, 2004


<TABLE>
<CAPTION>
                                                                             Period                  Year
                                                                             ended                   ended
                                                                       December 31, 2004         March 31, 2004
                                                                     ---------------------    --------------------
Cash flows from Operating Activities:
<S>                                                                  <C>                      <C>
  Net loss                                                           $         (11,754,926)   $         (1,910,846)
  Adjustments to reconcile net loss to net cash
    provided by operating activities:
Depreciation and amortization                                                       11,587                   2,912
Amortization of discounts on notes payable
        and deferred issuance costs                                                138,549                  94,713
Change in receivables                                                                2,892                  (2,527)
Change in prepaid expenses                                                      (1,215,995)             (4,965,037)
Deferred expenses                                                                        0                   5,411
Change in payables                                                                (644,136)                683,607
Change in accrued expenses                                                          27,189                 (30,462)
Items paid with common stock                                                    12,114,612               5,506,850
                                                                     ---------------------    --------------------
  Net cash used in operating activities                                         (1,320,228)               (615,379)

Cash flows from investing activities:
Disposition of property and equipment                                              108,432                   3,150
Deposit on acquisition                                                                   0                    (500)
Cash included in acquisition                                                             0                   7,380
Acquisition costs                                                                  725,000                  34,702
Inventory                                                                              100                       -
Investment                                                                               0                 (55,000)
                                                                     ---------------------    --------------------

  Net cash provided by investing activities                                        833,532                 (10,268)

Cash flows from financing activities:
Sale of common stock                                                               110,000                 505,466
Note repayment                                                                     (17,010)                (85,949)
Net proceeds from notes issued                                                     136,600                 118,900
Shareholder loans                                                                  257,966                  46,946
Repayment of shareholder loans                                                           -                 (11,516)
                                                                     ---------------------    --------------------

  Net cash provided by financing activities                                        487,556                 573,847
                                                                     ---------------------    --------------------

Net increase (decrease) in cash                                                        860                 (51,800)

Cash, at beginning of period                                                         1,496                  53,296
                                                                     ---------------------    --------------------

Cash, at end of period                                               $               2,356    $              1,496
                                                                     =====================    ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                             $               5,513    $             10,084
  Cash paid for taxes                                                $                   -    $                  -
</TABLE>

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


                                       28


<PAGE>




                                GFY FOODS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION

ORGANIZATION AND NATURE OF OPERATIONS

The Registrant was originally organized in the State of Utah on May 13, 1981,
under the name "Oro Rico, Ltd." ("Oro Rico"). On August 16, 1994, the Registrant
was merged into Tierra Rica, Ltd., a Nevada corporation organized on May 7th,
1993 ("Tierra Rica"), for the purpose of changing its domicile to the State of
Nevada. The surviving company was Tierra Rica and its Articles of Incorporation
are the same used by the Registrant today. On August 17, 1994, Petrex
Corporation was organized in the State of Utah and in September of 1994, Petrex
Corporation merged with Tierra Rica with Tierra Rica being the surviving
corporation. On October 24, 1994, the Registrant filed a Certificate of
Amendment with the Secretary of State of the State of Nevada, whereby it changed
its name to Petrex Corporation. In November of 1998, the Registrant amended its
Articles of Incorporation changing its name from Petrex Corporation to Institute
of Cosmetic Surgery, Inc. In July of 2000, the Registrant again amended its
Articles of Incorporation and changed its name back to Petrex Corporation.

In January of 2002, the Registrant effectuated a reverse twenty-for-one stock
split and merged with Force 10 Trading, Inc., a Nevada corporation ("Force 10"),
and issued a total of 6,400,000 shares of its $0.001 par value common stock to
the stockholders of Force 10. After the effective date of the merger, the
Registrant had 6,839,354 shares of common stock outstanding.

In November of 2002, the Registrant discontinued its business efforts in stock
trading offices and stock trading educational sales to pursue opportunities in
the oil and gas industry. On December 3, 2002, the Registrant changed its name
to "F10 Oil & Gas Properties, Inc." and effectuated a three hundred-for-one
reverse stock split.

In January of 2004, the Registrant acquired all of the outstanding stock of GFY,
Inc. The Registrant issued 20,000,000 shares of its common stock in
consideration for the acquisition. The Registrant discontinued its pursuit of
oil and gas opportunities in favor of owning and operating food and beverage
restaurants. On January 12, 2004, the Registrant changed its name to GFY Foods,
Inc. and increased is number of authorized shares of $0.001 par value common
stock from 75,000,000 to 2,000,000,000.

On March 22, 2004, the Registrant increased its number of authorized shares of
$0.001 par value common stock from 2,000,000,000 to 4,000,000,000.

On April 20, 2004, the Registrant amended its Articles of Incorporation to
increase its number of authorized shares of $0.001 par value common stock from
4,000,000,000 to 8,000,000,000.

On June 15, 2004, the Registrant authorized a reverse two hundred and
fifty-for-one split. This reverse stock split was effective on July 13, 2004.

On October 14, 2004, the Registrant authorized a reverse one thousand-for-one
split. This reverse stock split was effective on October 26, 2004.

On January 25, 2005, the Registrant authorized a reverse ten thousand-for-one
split. This reverse stock split was effective on February 9, 2005.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying financial statements have been prepared assuming that the
Registrant will continue as a going concern. The Registrant has incurred losses
from operations and requires funds for its operational activities. These factors
raise substantial doubt about the Registrant's ability to continue as a going
concern. Management is seeking

                                       29

<PAGE>




financing through future collaborative arrangements with third parties to meet
its cash needs. There are no assurances that funds will be available to execute
the Registrant's operating plan or that future collaborative arrangements will
be consummated. The accompanying financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

The Registrant is currently not in good standing with the State of Nevada.
Currently, the State of Nevada is owed approximately $5,600 in past due fees.
Upon the payment of these fees, the Registrant will be considered in good
standing with the state.

From the period between March 1, 2003 and December 31, 2003, the Registrant was
involved pursuing financing as an oil and gas company. Upon the acquisition of
GFY, Inc. in January of 2004, the oil and gas pursuits were discontinued in
favor of operating and acquiring food and beverage restaurants. The oil and gas
activities for the period from April 1, 2003 through December 31, 2003 are
reported as discontinued operations in the Statement of Operations for the year
ended March 31, 2004. From January 1, 2004 through December 31, 2004, the net
profits received from the oil and gas investments have been recorded as
investment income. The oil and gas investments were disposed of as of December
31, 2004.

MANAGEMENT ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities and the reported amounts of income and
expenses. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Registrant considers all liquid investments with a remaining maturity of
three months or less to be cash equivalents. Balances in bank accounts may, from
time to time, exceed federally insured limits.

REVENUE RECOGNITION

The  Registrant  generated  revenues  from  its  oil and  gas  investments.  The
Registrant  disposed  of its  investments  in oil and gas joint  ventures  as of
December 31, 2004.  The revenues  from this joint  venture were  recorded in the
month that the oil and gas is produced.  This revenue is included as  investment
income.  Oil and gas revenue recorded prior to January 1, 2004 has been included
in discontinued operations. The Registrant records all revenues from the sale of
food and beverages at its  restaurant at the time of sale. All revenues are from
the direct sale of products to customers at the point of sale.

PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and are depreciated using the
straight-line method over the estimated useful lives of the related assets,
currently estimated at five years. Maintenance and repairs are charged to
expense as incurred. Significant renewals and betterments are capitalized. At
the time of retirement or other disposition of property and equipment, the cost
and accumulated depreciation are removed from the accounts and any resulting
gain or loss is reflected in operations.

The Registrant periodically reviews the value of its property and equipment for
impairment whenever events or changes in circumstances indicate that the book
value of an asset may not be recoverable. An impairment loss would be recognized
whenever the review demonstrates that the future undiscounted net cash flows
expected to be generated by an asset from its use and eventual deposition are
less than the carrying amount of the asset.

STOCK-BASED COMPENSATION

SFAS No. 123,  "Accounting for Stock-Based  Compensation,"  defines a fair value
based method of accounting for stock-based  compensation.  However, SFAS No. 123
allows an entity to continue to measure  compensation  cost related to stock and
stock  options  issued to employees  using the  intrinsic  method of  accounting
prescribed by

                                       30

<PAGE>




Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees." Entities electing to remain with the accounting method of APB No.
25 must make pro forma  disclosures of net income (loss) and earnings (loss) per
share,  as if the fair value  method of  accounting  defined in SFAS No. 123 had
been applied.

FISCAL YEAR-END

The Registrant has changed its fiscal year from March 31 to December 31
effective as of December 31, 2004 for both financial and income tax reporting
purposes.

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivatives must be recognized in the balance sheet at their fair market value,
and the corresponding derivative gains or losses are either reported in the
statement of operations or as a component of other comprehensive income
depending on the type of hedge relationship that exists with respect to such
derivative. Currently, the Registrant has no derivatives.

PRINCIPALS OF CONSOLIDATION

The Registrant's wholly owned subsidiary, GFY, Inc, was acquired in January of
2004. All of the activities of GFY, Inc., after the date of acquisition, have
been consolidated in the financial statements. The retained deficit of GFY, Inc.
that existed on the date of the acquisition was expensed as a cost of
acquisition.

NET LOSS PER SHARE

Basic loss per share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding during
the periods presented. No diluted loss per share amounts are disclosed as their
effect is antidilutive.

On February 9, 2005, the Registrant effectuated a reverse stock split at a rate
of 10,000 to 1. If this reverse stock split were to have taken effect on
December 31, 2004, the weighted average number of shares outstanding would have
been 11,083. The loss per share would have been $1,060.62 per share.

NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following as of December 31, 2004:

Food service equipment                      $   36,970
Less accumulated depreciation               (   12,939)
                                            ----------

                                            $   24,031
                                            ==========

NOTE 4 - NOTES PAYABLE

The Registrant and its subsidiary have issued promissory notes to third parties.
As of December 31, 2004, the principal balance of these notes totals $406,120.
Of these notes, $136,600 in new notes was entered into from April 1, 2004
through December 31, 2004. All of these newly issued notes are fully convertible
into common stock at a discount to the market price of the stock. The notes
entered into before January of 2004 may also be converted into common stock at
the option of the holder. The notes bear interest at rates between 10-25% per
annum and have terms between 60 and 360 days from the date of issuance.

As of December 31, 2004, notes with a total principal amount of $269,520 and
accrued interest of $30,469 were overdue and payable. The Registrant is
negotiating a settlement on some of these notes and contemplates paying off the
note balances through the issuance of restricted common stock.


                                       31

<PAGE>




An aggregate value of $136,600 was assigned to the convertibility feature of the
new notes entered into between April 1, 2004 and December 31, 2004. This value
was recorded as a discount to the notes and is being amortized and expensed as
interest over the life of the notes.

On April 3, 2003, in conjunction with the acquisition of the Frulatti franchise,
GFY, Inc., the wholly owned subsidiary of the Registrant, entered into a
Promissory Note in the amount of $70,000 with the seller of the franchise. The
note called for monthly payments of $1,166 and a balloon payment of $28,000 on
December 5, 2003. GFY, Inc. failed to make the balloon payment and as a result
the complete note is now due and payable. As of December 31, 2004, the principal
balance due on this note was $56,020. As per the terms of the Promissory Note,
upon default, an interest rate of 18% is applied to the balance of the note. The
Registrant is continuing to make monthly payments on this note. The note is
secured by the inventory and equipment at the restaurant.

As of December 31, 2004, the Registrant owes its President $294,976. This amount
is for expenses paid directly on behalf of the Registrant and for accrued
salary. The Registrant still owes former officers $25,997.

NOTE 5 - LEASES AND COMMITMENTS:

GFY, Inc., the wholly owned subsidiary of the Registrant signed a lease
agreement for its Buffalo Grove, Illinois site for a term of thirty-six months.
The term of the lease runs from October 1, 2003 through September 30, 2006. The
lease payment from October 1, 2003 through September 30, 2004 was $220. The rent
increases from October 1, 2004 through September 30, 2005 to $231 per month and
is $242 in the final twelve months of the lease term.

Future annual minimum lease payments for all non-cancelable operating leases as
of December 31, 2004, are as follows:

                                   Operating
                                     Lease
                                  --------
Year ending December 31,
            2005                  $  2,805
            2006                     2,178
                                  --------
Total lease payments under
  Operating lease                 $  4,983
                                  ========

Rent expense was $1,980 and $670 for the period ended December 31, 2004 and the
year ended March 31, 2004, respectively.


NOTE 6 - STOCKHOLDERS' EQUITY

On January 16, 2004, entered into an employment agreement with its President,
Edward Schwalb. This agreement was amended on May 5, 2004. The Registrant has
issued restricted common stock to Mr. Schwalb under the terms of his employment
contract. The value of this stock has been booked as a debit balance against
Stockholders' Equity and is being amortized over the 60-month term of the
employment agreement. During the period from April 1, 2004 to December 31, 2004,
the Registrant issued stock valued at $4,000,000 to Mr. Schwalb. Prior to April
1, 2004, the Registrant issued stock valued at $3,520,000 to Mr. Schwalb. In the
current period, the Registrant expensed $967,034 of this amount as officer's
compensation. The balance of prepaid officer's compensation as of December 31,
2004 was $6,450,448.


                                       32

<PAGE>




NOTE 7 - INCOME TAXES:

The components of the provision for income taxes at December 31, 2004 are as
follows:

         Current- Federal           $       0
         Deferred- Federal                  0
                                    ---------

         Income tax provision       $       0
                                    =========

A reconciliation of the consolidated income tax provision for the Registrant
to the amount expected using the U.S. Federal statutory rate follows:

         Expected amount using
         U.S. Federal statutory rate    $  (3,996,675)
         Change in valuation
                  Allowance                 3,996,675
                                        -------------

         Effective tax                  $           0
                                        =============


Deferred tax assets (liabilities) consisted of the following at December 31,
2004.

         Deferred tax assets

         Net operating loss
            Carryforwards                   $  4,692,000
         Deferred tax liability                        0
                                            ------------
                                               4,692,000

         Valuation allowance                  (4,692,000)
                                            ------------

         Net asset                          $          0
                                            ============

At December 31, 2004, the Company has net operating loss (NOL) carryforwards
totaling approximately $13.8 million. The carryforwards begin to expire in the
fiscal year 2017. Deferred tax assets have been reduced by a valuation allowance
because of uncertainties as to future recognition of taxable income to assure
realization. The net change in the valuation allowance for the period ended
December 31, 2004 was $3,996,675.


NOTE 8 - PREPAID EXPENSES

The Registrant periodically enters into consulting contracts with various
consultants and professionals. Some of these contracts extend beyond the fiscal
year end. The Registrant evaluates each contract to determine whether it is
proper to book a prepaid expense asset with respect to each contract. As of
December 31, 2004, the Registrant has booked $25,000 paid to one attorney as a
prepaid asset for services to be rendered after the end of the fiscal year.

                                       33

<PAGE>

NOTE 9 - EMPLOYMENT AGREEMENT WITH COMPANY PRESIDENT

On January 16, 2004, the Registrant entered into an employment agreement with
its President, Edward Schwalb. This agreement was amended on May 5, 2004. Under
the terms of the agreement, as amended, GFY is to pay Mr. Schwalb a monthly
salary of $25,000. Mr. Schwalb is also due a bonus of $70,000 for each
acquisition that he initiates and the Registrant closes on during the term of
the employment agreement. Further, the agreement states that Mr. Schwalb shall
maintain an ownership position in GFY of no less than 70% of the outstanding
shares of common stock.

As of April 11, 2005, Mr. Schwalb owned 668,086,316 shares out of 904,858,733
shares outstanding, or 73.8% of the outstanding common stock. The term of this
employment agreement is for five years ending on December 31, 2008.

NOTE 10 - COMPLAINT OF THE SECURITIES AND EXCHANGE COMMISSION AND FROZEN CASH

On October 16, 2003, the Securities and Exchange Commission through its Salt
Lake City, Utah, office filed a complaint in the United States District Court
for the District of Utah against 21 defendants including F10 Oil & Gas
Properties, Inc., Jon H. Marple, the former Chief Executive Officer of F10, Mary
E. Blake, the former President of F10, Jon R. Marple, a consultant to F10, and
Grateful Internet Associates, LLC, a Colorado limited liability company owed by
Jon R. Marple. The complaint alleges that overseas investors were defrauded by a
scheme organized by defendants David Wolfson, Gino Carlucci and Sukumo Ltd. to
sell securities in five United States-based issuers including F10. F10, with its
former officers Jon H. Marple and Mary E. Blake, are alleged to have made false
or incomplete filings with the SEC and to have manipulated the price of F10's
securities in violation of the antifraud provisions of Section 17(a) of the
Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and
Rule 10b-5 promulgated thereunder, the issuer reporting provision of Section
13(a) of the Exchange Act, and Rules 12b-20, 13a-1 and 13a-13 promulgated under
the Exchange Act.

The complaint seeks the entry of a preliminary and permanent injunction against
all defendants including F10 and its former officers, Jon H. Marple and Mary E.
Blake, including the return of "ill gotten" gains, and seeks asset freezes
against 16 of the defendants including F10 and its former officers.

GFY's bank account with a balance of $60,102 is currently frozen. This amount
has been reserved against on the balance sheet as of March 31, 2004 and is no
longer considered a Company asset.

The Registrant may have significant financial exposure to this action. No
adjustments as to the potential financial disgorgement or civil penalties that
may be imposed in this action have been recorded in the financial statements.


NOTE 11 - SUBSEQUENT EVENTS:

On January 25, 2005, the Registrant authorized a reverse ten thousand-for-one
split. This reverse stock split was effective on February 9, 2005. This reduced
the number of shares outstanding from 6,587,334,938 to approximately 658,733.

Under the terms of the employment agreement that GFY entered into with its
President, Edward Schwalb, Mr. Schwalb shall maintain an ownership position in
GFY of no less than 70% of the outstanding shares of common stock. As a result
of this clause, GFY issued to Mr. Schwalb 668,000,000 shares in February of
2005. As a result of this stock issuance, Mr. Schwalb owned 668,086,316 shares
out of 904,858,733 shares outstanding, or 73.8% of the outstanding common stock.

In addition to the stock issued to Mr. Schwalb since January 1, 2005 the
Registrant has issued 100,000,000 shares of restricted stock and 136,200,000
free-trading shares issued under an S-8 filing.

                                       34

<PAGE>





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

None.


ITEM 8A. CONTROLS AND PROCEDURES.


(a) The Chief Executive Officer and the Chief Financial Officer have within 90
days of the filing date of this annual report made an evaluation of the
company's disclosure controls and procedures (as defined in Rules 13a-14(c) and
15d-14(c) under the Securities Act of 1934, as amended). In their opinion, the
disclosure controls and procedures are adequate because the systems of controls
and procedures are designed to assure, among other items, that 1) recorded
transactions are valid; 2) valid transactions are recorded; and 3) transactions
are recorded in the proper period in a timely manner to produce financial
statements which present fairly the financial condition, results of operations
and cash flows for the respective periods being presented. Moreover, the
evaluation did not reveal any significant deficiencies or material weaknesses in
GFY's disclosure controls and procedures.

(b) There have been no significant changes in GFY's internal controls or in
other factors that could significantly affect these controls since the last
evaluation.

ITEM 8B.  OTHER INFORMATION.

None.

                                   PART III.

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

Officers and Directors.

The names, ages, and respective positions of the directors, executive officers,
and key employees of GFY are set forth below; there are no other promoters or
control persons of GFY. The directors named below will serve until the next
annual meeting of GFY's stockholders or until their successors are duly elected
and have qualified. Directors are elected for a one-year term at the annual
stockholders' meeting. Officers will hold their positions at the will of the
board of directors, absent any employment agreement. There are no arrangements,
agreements or understandings between non-management shareholders and management
under which non- management shareholders may directly or indirectly participate
in or influence the management of GFY's affairs. The directors and executive
officers of GFY are not a party to any material pending legal proceedings and,
to the best of their knowledge, no such action by or against them has been
threatened.

                                POSITION                  DATES
NAME                   AGE     WITH COMPANY             OF SERVICE
----                   ---     ------------             ----------
Edward E. Schwalb      36      President, Secretary,    1/04 to present
                               Treasurer & Director

Edward E. Schwalb, President/Director

Mr. Schwalb, age 36, has spent the past 20 years involved in every aspect of the
restaurant industry. During the past five years he has primarily been a
restaurant manager and owner/operator. Mr. Schwalb graduated with a degree in
Psychology from Loyola University in Chicago in 1992. His restaurant experience
in combination with his study of personal behavior has given him a strong base
to manage employees and implement profitable growth strategies. In April 2003,
he and his wife jointly formed GFY, Inc. They acquired a Frullati Cafe and
Bakery franchise in Buffalo Grove, Illinois and increased the sales six-fold in
their first three months of ownership. After the acquisition of GFY, Inc. by the
Registrant, Mr. Schwalb has engineered the acquisition of two additional
Frullati franchises. Mr. Schwalb was appointed to the Board and elected as the
President of the Registrant on January 12, 2004. He remains the sole officer and
director of the Registrant.


                                       35

<PAGE>


Audit Committee Financial Expert

The Company does not currently have an audit committee  financial expert, but is
in the process of locating and appointing one.

SECTION 16(a) - Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires GFY's executive
officers and directors, and persons who beneficially own more than 10% of GFY's
stock, to file initial reports of ownership and reports of changes in ownership
with the Securities and Exchange Commission. Executive officers, directors and
greater than 10% beneficial owners are required by applicable regulations to
furnish GFY with copies of all Section 16(a) forms they file.

Based  solely  upon a review of the  copies of the  forms  furnished  to GFY and
information  involving  securities  transactions  of  which  GFY is  aware,  GFY
believes  that during the period ending  December 31, 2004,  that it has advised
the  appropriate  parties and entities of the Section 16(a) filing  requirements
applicable to its executive officers,  directors and greater than 10% beneficial
stockholders.  For the  period  ended  December  31,  2004,  GFY is aware of one
individual who failed to timely file reports under Section 16(a).

On several occasions throughout the period ended December 31, 2004, Edward
Schwalb was issued restricted and free-trading stock by GFY. Subsequently, some
of the free-trading shares were sold in open market transactions. In some
instances, the issuances as well as stock sales by Mr. Schwalb were done without
timely filing of requisite forms with the SEC. As of December 31, 2004, GFY
believes that Mr. Schwalb was current in his personal filings required under
Section 16(a). Mr. Schwalb has been issued stock in February of 2005 and the
Registrant does not believe that requisite filings for these issuances have been
made as required under Section 16(a).



                                       36



<PAGE>


ITEM 10. EXECUTIVE COMPENSATION.

The table below shows the compensation paid to GFY's current and former
Presidents and Chief Executive Officers. No other officers or employees received
total compensation that exceeded $100,000.


<TABLE>
<CAPTION>
                                                      Summary Compensation Table

                                               Annual Compensation            Long-term Compensation

Name and                Fiscal                                 Other           Restricted      Securities              All
principal               Year                                   annual          stock           underlying     LTIP     other
position                Ended        Salary        Bonus       compensation    awards          options/SARs   payouts  compensation
          (a)           (b)          (c)           (d)         (e)             (f)             (g)            (h)      (i)

<S>                      <C>           <C>          <C>        <C>             <C>             <C>            <C>      <C>
Edward Schwalb,          12/31/2004    225,000(1)   140,000(1) 0               967,034(3)
President & Director      3/31/2004     62,500(2)         0    0               138,871(3)      0              0        0

Michael Meservy,          3/31/2004      7,500            0    0               0               0              0        0
Former President

Charles Blake             3/31/2004      4,500            0    0               0               0              0        0
Former President

Jon H. Marple,
Former CEO                3/31/2004     60,000            0    0               0               0              0        0
                          3/31/2003    120,000            0    0               0               0              0        0

Mary E. Blake,
Former President          3/31/2004     60,000            0    0               0               0              0        0
                          3/31/2003    120,000            0    0               0               0              0        0
</TABLE>

     (1)  Includes $236,000 of compensation  accrued and not paid as of December
          31, 2004.

     (2)  Includes  $11,350 of compensation  accrued and no paid as of March 31,
          2004.

     (3)  On  January  16,  2004,  Edward  Schwalb  entered  int  an  employment
          agreement  with GFY which included a clause to ensure that Mr. Schwalb
          maintained an ownership  percentage in GFY of 70%. As a result of this
          clause, since the execution of the employment agreement GFY has issued
          to Mr. Schwalb restricted common stock valued at $7,520,000. The value
          of this  stock  is  being  amortized  over  the  60-month  term of the
          employment   agreement.   The  amount  shown  above   represents   the
          amortization of this value during the fiscal year.

     (4)  Jon H.  Marple  and Mary E.  Blake are  husband  and wife.  Ms.  Blake
          received  1,500,000  shares of restricted stock in lieu of back pay of
          $150,000 due to her and Mr. Marple in June of 2003.


Employment Agreements.

On January 16, 2004, GFY entered into an employment agreement with its
President, Edward Schwalb. This agreement was amended on May 5, 2004. Under the
terms of the agreement, as amended, GFY is to pay Mr. Schwalb a monthly salary
of $25,000. Mr. Schwalb is also due a bonus of $70,000 for each acquisition that
he initiates and the Registrant closes on during the term of the employment
agreement.

                                       37

<PAGE>




Further, the agreement states that Mr. Schwalb shall maintain an ownership
position in GFY of no less than 70% of the outstanding shares of common stock.
As of April 11, 2005, Mr. Schwalb owned 668,086,316 shares out of 904,858,733
shares outstanding, or 73.8% of the outstanding common stock. The term of this
employment agreement is for five years ending on December 31, 2008.


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial
ownership of GFY's common stock by each person or group that is known by GFY to
be the beneficial owner of more than five percent of its outstanding common
stock, each director and officer of GFY and all directors and executive officers
of GFY as a group as of April 11, 2005 after accounting for a ten thousand to
one reverse stock split that was effective on February 9, 2005. Unless otherwise
indicated, GFY believes that the persons named in the table below, based on
information furnished by such owners, have sole voting and investment power with
respect to the common stock beneficially owned by them, where applicable.

Title of          Name and Address of         Amount and Nature        Percent
 Class            Beneficial Owner            of Beneficial Owner     of Class

Common            Edward E. Schwalb                668,086,316           73.83%
                  497 LaSalle Lane
                  Buffalo Grove, IL 60089

All Directors and Officers as a Group
(1 Person)                                         668,086,316           73.83%


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On December 15, 2003, GFY, Inc. entered into a note agreement in the amount of
$5,000 with Eric Schwalb, the brother of the President and sole director of the
Registrant. The note carried an interest rate of 15% and was due and payable on
February 15, 2004. The note, including accrued interest, is convertible into
common stock of the Registrant at a 50% discount to the bid price at the date of
conversion.

On January 9, 2004, GFY, Inc. entered into a note agreement in the amount of
$2,500 with Manuel Rosiles, the father-in-law of the President and sole director
of the Registrant. The note carries an interest rate of 15% and is due and
payable on January 9, 2005. The note, including accrued interest, is convertible
into common stock of the Registrant at a 50% discount to the bid price at the
date of conversion.

Upon the acquisition of GFY, Inc., the Registrant acquired, as part of the GFY,
Inc. assets and liabilities, a payable to Edward Schwalb in the amount of
$48,526. This amount was attributable to expenses paid, including acquisition
costs, of the Frullati Cafe and Bakery franchise owned by GFY, Inc. During the
period ended December 31, 2004, Mr. Schwalb personally paid $6,800 in expenses
on behalf of the Registrant. He also accrued $236,000 in salary and bonuses for
the period ended December 31, 2004. As a result of this activity, the Registrant
owed Mr. Schwalb $294,976 as of December 31, 2004.

                                     PART IV

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

(a)  Exhibits

(3)  (i) Articles of Incorporation and amendments thereto. (1)

     (ii) By-laws. (1)

                                       38

<PAGE>




(10.1)  Agreement  and  Plan  of  Reorganization  by  and  among  F10  Oil & Gas
     Properties,  Inc.,  a  Nevada  corporation,  and  GFY,  Inc.,  an  Illinois
     corporation, dated as of January 12, 2004. (2)

(9.2)Escrow  Agreement by and among F10 Trading,  Inc.,  Petrex  Corporation and
     Weed & Co., L.P. (3)

(9.3)Employment  Agreement  by and between GFY Foods,  Inc.  and Edward  Schwalb
     dated January 16, 2004 and the Amendment thereto dated May 5, 2004 (4)

(9.4) Franchise Agreement between Kalaha Franchise Corp. and GFY, Inc. (5)

(9.5)Agreement  between  GFY Foods,  Inc.  and Jorge  Castro,  Consultant  dated
     January 28, 2004 (5)

(9.6)Consulting  Agreement  between GFY Foods, Inc. and Sunil Aghi dated January
     16, 2004 (5)

(9.7)Consulting  Agreement  between GFY Foods,  Inc. and White Rhino Consulting,
     Inc. dated January 12, 2004 (5)

(9.8)Consulting  Agreement between GFY Foods, Inc. and Lee Traupel dated January
     28, 2004 (5)

(9.9)Consulting  Agreement  between GFY Foods,  Inc.  and Martin  Wozniak  dated
     February 25, 2004 (5)

(9.10) Fee Agreement between GFY Foods, Inc. and Ed Wells dated January 28, 2004
     (5)

14   CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 CFO Certification pursuant to Section 302 of the Sarbane Oxley Act of 2002

32.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

     (1)  Previously  filed  as an  exhibit  to the  company's  Form  10-SB  and
          amendments thereto, filed July 31, 2001 (File No. 000-33029).

     (2)  Previously filed as an exhibit to the Registran s filing of a Form 8-K
          (File No. 000- 33029)

     (3)  Previously filed with the Registrant's filing o a Form 8-K on November
          7, 2001 (File No. 000-33029).

     (4)  Previously filed with the  Registrant's  filing o a Form 8-K on May 5,
          2004 (File No. 000-33029).

     (5)  Previously  filed with the  Registrant's  filing o a Form  10-KSB/A on
          August 23, 2004 (File No. 000-33029).


     (b)  Reports on Form 8-K

     (i)  On November 3, 2004, an 8-K was filed disclosing the issuance of eight
          hundred  fifty  million  shares of  restricted  common stock to Edward
          Schwalb,  the  President  of GFY,  under the  terms of his  employment
          agreement.  This filing also disclosed the issuance of more than 5% of
          the outstanding shares of the Registrant to several other individuals.

     (ii) On December 30, 2004, an 8-K was filed disclosing the change of fiscal
          year from March 31, 2004 to December 31, 2004 effective as of December
          31, 2004.


                                       39

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed by our auditors for the period ended December 31, 2004
and the fiscal year ended March 31, 2004 for professional  services  rendered in
connection with the audit of our annual  consolidated  financial  statements and
review of the financial  statements included in our Form 10-QSB or services that
are normally provided by the auditor in connection with statutory and regulatory
filings  or  engagements  for  those  fiscal  years  were  $20,600  and  $14,775
respectively.  Additional fees are yet to be billed for the audit for the period
ended December 31, 2004.

Audit-Related Fees

Our auditors did not bill any additional fees for assurance and related services
that are reasonably related to the performance of the audit or review of our
financial statements.

Tax Fees

The aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the period ended
December 31, 2004 and the fiscal year ended March 31, 2004.

All Other Fees

The aggregate fees billed by our auditors for all other non-audit services, such
as attending meetings and other miscellaneous financial consulting, for the
period ended December 31, 2004 and the fiscal year ended March 31, 2004 were $0
and $0 respectively.


                                   SIGNATURES

         In accordance with 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.

                                            GFY Foods, Inc.


                                            By: /s/Edward E. Schwalb
                                            Name: Edward E. Schwalb
                                            Title: President

                                            Date: April 14, 2005


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



Name                       Title                                Date
----                       -----                                ----
/s/Edward E. Schwalb       President, and Sole Director         April 14, 2005
  ------------------       ----------------------------         ---------------
Edward E. Schwalb          (CEO and CFO)

                                       40


<PAGE>




EXHIBIT 14        CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

This code of ethics for Senior Financial Officers has been adopted by the Board
of Directors of GFY Foods, Inc. ("the Company") to promote honest and ethical
conduct, proper disclosure of financial information in the Company's reports,
and compliance with applicable laws, rules and regulations by the Company's
senior officers who have financial responsibilities.

                                  Applicability

As used in this code, the term Senior Financial Officer means the Corporation's
Chief Executive Officer, Chief Financial Officer and Controller.

                            Principles and Practices

In performing his or her duties, each of the Senior Financial Officers must:

1.   Maintain high  standards of honest and ethical  conduct an avoid any actual
     or apparent conflict of interest.

2.   Report  to the  Audit  Committee  of the  Board of  Directors  (or  persons
     performing  the  equivalent  functions)  any conflict of interest  that may
     arise and any material transaction or relationship that reasonably could be
     expected to give rise to a conflict,

3.   Provide,  or  cause  to be  provided,  full,  fair,  accurate,  timely  and
     understandable  disclosure in reports and documents  that the Company files
     with the SEC and other regulatory organizations,  State and Federal, and in
     other public communications.

4.   Comply  and take all  reasonable  actions  to  cause  others t comply  with
     applicable governmental laws, rules, regulations and

5.   Promptly  report  violations to the  appropriate  committee of the Board of
     Directors.

6.   Senior  Financial  Officers  must also  comply  with the Code of Ethics and
     Standards of Conduct  applicable to the Corporation's  Directors,  officers
     and employees generally.

                                     Waiver

Any request for a waiver of any provision of this code must be in writing and
addressed to the Audit Committee. Waivers of the Senior Financial Officers code
of conduct in registered public companies must be reported on Form 8-K to the
Securities and Exchange Commission.

                                          Compliance and Accountability

The Audit Committee will assess compliance with this code, report material
violations to the Board of Directors and recommend to the Board appropriate
action.

Approved:

/s/  Edward Schwalb                  Date:    April 14, 2005
------------------------------
Edward Schwalb, CEO and CFO

                                       41

<PAGE>





                                  Exhibit 31.1
                                CEO Certification

   I, Edward E. Schwalb, Chief Executive Officer, certify that;

(1)  I have reviewed this annual report on Form 10-KSB of GF Foods, Inc.;

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

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

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

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

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

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

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

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

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

April 14, 2005



/s/ Edward E. Schwalb
By: Edward E. Schwalb
President, Chief Executive Officer and Chief Financial Officer


                                       42



<PAGE>




                                  Exhibit 31.2
                                CFO Certification

I, Edward E. Schwalb, Chief Financial Officer certify that:

(1)  I have reviewed this annual report on Form 10-KSB of GF Foods, Inc.;

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

(3)  Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the small  business  issuer as of, and for,  the periods  presented in this
     report;

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

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

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

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

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

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

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

Date: April 14, 2005
/s/Edward E. Schwalb
Edward E. Schwalb
Chief Financial Officer

                                       43

<PAGE>




EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-
OXLEY ACT OF 2002

         In connection with the accompanying Annual Report on Form 10-KSB for
the period ended December 31, 2004 (the "Report") of GFY Foods, Inc., a Nevada
corporation (the "Company"), I, Edward E. Schwalb, Chief Executive Officer of
the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Dated: April 14, 2005                             /s/ Edward E. Schwalb
                                                 Edward E. Schwalb
                                                 Chief Executive Officer


                                       44

<PAGE>



EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-
OXLEY ACT OF 2002

         In connection with the accompanying Annual Report on Form 10-KSB for
the period ended December 31, 2004 (the "Report") of GFY Foods, Inc., a Nevada
corporation (the "Company"), I, Edward E. Schwalb, Chief Financial Officer of
the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) the Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

         (2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.


Dated: April 14, 2005                            /s/ Edward E. Schwalb
                                                 Edward E. Schwalb
                                                 Chief Financial Officer

                                       45