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

                                 FORM 10KSB/A

[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES
        EXCHANGE  ACT  OF  1934
        For  the  fiscal  year  ended  June  30,  2004
                                       ---------------

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  000-33251
                               ---------

                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                     ---------------------------------------
             (Exact name of Registrant as specified in its charter)


    NEVADA                                                 33-0903004
----------------                                           ----------

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

170  NEWPORT  CENTER  DRIVE,  SUITE  260
NEWPORT  BEACH,  CA                                          92660
-------------------                                          -----
(Address  of  principal executive offices)                 (Zip Code)

Registrant's  telephone  number,  including  area  code:     (949)  759-7775
                                                             ---------------
Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  none

Securities  registered  pursuant  to  Section  12  (g)  of  the  Act:
50,000,000  common  shares  par  value  $0.001  per  share

Check  whether  the  issuer  (l)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject to such filing requirements for the past 90 days. [ X ] Yes
[ ]  No

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

Revenues  for  the  fiscal  year  ending  June  30,  2004  were  $  64,566.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the last reported sale price of such stock as of November 10,
2004  is  $2,817,188.10.

The number of shares of the issuer's Common Stock outstanding as of November 12,
2004  is  48,963,415.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]  No [ X ]

                                     -1-

<PAGE>
                             PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

The  registrant  (sometimes  referred  to the "Company" or "IFPG") has developed
into an international importer and U. S. representative for various domestic and
foreign  product  companies.  Some  of  the products represented include premium
coffees  from  Columbia, Organic vegetables from Asia, breath strips from Japan,
upscale potato chips from a U.S. manufacturer, among others. In conjunction with
these  new  products,  IFPG  is  now  being  represented  by  a  national
broker/distributor  network  that  will  market and sell the Company's expanding
product  lines.  IFPG  expects  the  sales  of  these  new  items along with its
existing  product lines to begin shortly with the expectation of rapidly growing
sales  revenues.

We have entered into distribution agreements for 100% Colombian and other coffee
products  as well as a line of frozen vegetables from Asia.  These products will
be  sold under both our Golden Choice label and as private label brands.  We are
currently  negotiating  a  similar agreement for a variety of European household
cleaning  products.

To  facilitate  the sale of these products, we entered into a brokerage contract
with  Specialty  Partners  of  St.  Augustine, Florida.  Specialty Partners is a
division  of  Tree  of Life, one of the world's leading marketers of nutritional
and  specialty  foods.  Offering  coast-to-coast  brokerage,  Specialty
Partnersaffords  the  Company  the  advantages  of  working  with  national and
regional
distributors  and  retailers.  Additionally,  specialty  Partners  provides  the
following  -  complete  merchandising  services,  order  fulfillment, management
planning  tools,  and  both  administrative  and  marketing  support.

We  further  discuss  our  current  business  operations  under  Item  6  below.

Employees

Many  of  IFPG's  operations  are  conducted  through  the  use  of  independent
contractors.  Independent  contractors  perform  such  duties  as  selling,
manufacturing,  shipping  and  computer  services.  Because of this policy, IFPG
currently  has  three  full  time  employees.

Government  Regulations

As  a  developer and distributor of food products, the Company is subject to the
"Federal  Food,  Drug  and  Cosmetic  Act"  and  regulations  promulgated
thereunder,  by  the  Food  and  Drug Administration ("FDA"). This comprehensive
regulatory  agency  governs  the  manufacture  (including  composition  and
ingredients),  labeling,  packaging  and  safety  of  food.  The  FDA  regulates
manufacturing  practices  for  foods  through  its  current  "good manufacturing
practices"  regulations.  It also specifies the standards of identity of certain
foods,  including the products sold by the Company. It

                                 -2-
<PAGE>

stipulates the format and
content  of  specific  information  mandatory  on  food  product  labels.

In  addition,  the  FDA  enforces the Public Health Service Act, which regulates
conduct  required  in  preventing  the  transmission  or  spread of communicable
diseases.  The  Company  is  also subject to state and local regulation, through
the  licensing  of  manufacturing  facilities.  State  and local health agencies
enforce  standards  for  the  Company's  products,  and  inspects  the Company's
facilities,  and  regulate  its  trade  practices.

To  monitor  product  quality,  the  Company  maintains quality control programs
during  all  stages  of  processing.  Management  believes  that  the  Company's
production  and   manufacturing   practices  comply  with  applicable government
regulations.

ITEM  2.  DESCRIPTION  OF  PROPERTY

Third  party  contractors  produce  and  ship  the  products  of  IFPG.
Accordingly,  the  only  facilities  utilized  by  IFPG  are  500  square  feet
of office space located at 170 Newport Center Drive,  Suite 260,  Newport Beach,
California.  IFPG  occupies  the  space  pursuant  to  a  one  year  lease  that
expires  in  March, 2005.  IFPG  believes  that  if  it  should ever lose or not
be  able  to  renew  the  lease,  it  would  not  be  difficult  to  obtain  a
comparable  and  satisfactory  office  location.

ITEM  3.  LEGAL  PROCEEDINGS

Anita's  Mexican  foods  Corp. filed a complaint in Orange County Superior Court
alleging  that  it  was  owed  approximately  $34,615.00 by the Company for food
products  delivered to the Company.  The proceedings were dismissed upon payment
of  the  claim  by  the  Company.

The  Company  has stipulated to a judgment against the Company in favor of Flair
Packaging  in  the  amount  of  $130,000.  The  Company  and Flair Packaging are
working  out  a  payment  schedule  for  the  Company  to  pay  the  judgment.

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

There were no matters submitted to a vote of the share holders during the fiscal
year  ended  June  30,  2004.

                                     PART II

ITEM  5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

MARKET  INFORMATION

The  common shares of the Company are listed on the OTC Bulletin Board under the
symbol  IFPG.  A  market for our common shares did not commence until the fourth

                                     -3-
<PAGE>



calendar  quarter  of 2002.  Following is the high and low sales prices for each
quarter  beginning  with  the  fourth  calendar quarter of 2002 through June 30,
2004.  The  quotations  reflect  inter-dealer  prices,  without  retail mark-up,
mark-down  or  commission  and  may  not  represent  actual  transactions.
<TABLE>
<CAPTION>



Quarter         High  Low
--------------  ----  ----
<S>             <C>   <C>

Oct - Dec 2002  0.55  0.20

Jan - Mar 2003  0.35  0.14
Apr - Jun 2003  0.30  0.17
Jul - Sep 2003  0.42  0.15
Oct - Dec 2003  0.33  0.14

Jan - Mar 2004  0.20  0.10
Apr - Jun 2004  0.22  0.09
</TABLE>



On  the date of this filing, being November 12, 20043, the best bid price of our
common  shares  is  $0.07  and  the  best  ask  price  is  $0.08.

At  November  12,  2004  there  were  approximately 233 record holders of IFPG's
Common  Stock.

IFPG  has  not previously declared or paid any dividends on its common stock and
does  not  anticipate  declaring  any  dividends  in  the  foreseeable  future.

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
restrict  us from declaring dividends.  The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

(1)     we  would  not  be able to pay our debts as they become due in the usual
course  of  business;  or

(2)     our  total  assets  would  be  less  that  the  sum  of  our  total
liabilities.

Recent  Sales  of  Unregistered  Securities

During  the  year  ended  June 30, 2004, the Company issued 2,039,917 restricted
shares  of  common  stock  to  nine  individuals for various types of consulting
services.  The  shares  were  recorded  at  their  fair  value as of the date of
issuance  which  ranged  from  $0.014  to  $0.078.  Accordingly,  the  Company
recognized  $105,198  in  various consulting expenses during the year ended June
30,  2004.  The  transactions  were  isolated  transactions  exempt  from  the
registration requirements of section 5 of the Securities Act of 1933 pursuant to
section  4(2)  of  the  Act.

                                        -4-
<PAGE>


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

The  following  discussion  and  analysis should be read in conjunction with the
information  set  forth  in  the audited financial statements for the year ended
June  30,  2004,  and  June  30,  2003.

Plan  of  Operations

During  the  past year, IFPG has developed into an international importer and U.
S.  representative  for various domestic and foreign product companies.  Some of
the products represented include premium coffees from Columbia, natural cleaning
products,  organic  vegetables  from  Asia,  and  breath strips from Japan among
others.  Fiscal  year 2004 was a year of transition for IFPG.  Management made a
concerted  effort  to  acquire new products and refresh its marketing strategies
that will greatly expand the Company's footprint.

These  decisions  have  positioned  us  in  one of the major retail categories -
Coffee,  as  well  as  imported  Organic  Frozen  Vegetables,  and a new line of
Organic,  Enzyme  based  household  cleaning  products

This repositioning allows us to seek a buyer for our unique, market-tested snack
products  -  G.O.T.  Fries  (R), AW Shucks (TM), (both are patent protected), as
well  as Just Popped (TM) - a line of Gourmet style popcorn.  With sky-rocketing
transportation  costs,  the  investment  required  to  manufacture  in  multiple
locations  was  determined  not  to  be  in  the  long term best interest of
theCompany.

IFPG is affiliated with a large, grower and roaster of Colombian coffee, and has
begun  to  import under the Golden Choice Foods(R) brand for immediate resale to
major  retailers.

IFPG  has  completed  negotiations  with one of the world's largest retailers to
test  market  our  unique  20lb. extended shelf life Coffee "Tanks".  Originally
placed  in  two  locations,  it  is  out plan to expand to additional locations.
Additionally,  we  are  pleased to announce that we have begun shipping our 100%
Colombian  Supremo  fractional  packs  to the same national account.  A National
rollout of this product is anticipated in the next fiscal year.


Our  Colombian  Coffee  is roasted in the Coastal Valley of the Sierra Nevada de
Santa  Marta  mountain  range,  which  gives us a strategic advantage due to the
proximity  of  this gourmet coffee growing region to the roasting facility.  The
coffee  is  sorted  and  roasted  in  the  facility owned by our supplier, which
has  a  100 Million pound roasting  capacity  and  has been in business for over
70 years roasting quality coffee. Roasting in Columbia provides significant cost
advantages  that  will  allow  IFPG to provide  high quality Colombian Coffee at
competitive prices in the USA.

                                         -5-
<PAGE>


Additional objectives for the following fiscal year include; 1.  Begin to market
a  line  of  roasted coffee products throughout the United States,  2.  Co-Brand
with  Juan  Valdez for  all  of our Colombian Coffee products, and 3. Create  an
infomercial  in  Japan  to  promote  at  home  coffee consumption to the fastest
growing sector in the World by co-branding with Juan Valdez.


IFPG  has  negotiated  and  signed  a  cross-marketing  agreement with Silverado
Corporation  of  Tokyo,  Japan.  Silverado's experience in dealing with cultural
and  language  issues  will  remove  the  barriers  that have often hampered the
activities  of U.S. companies abroad.  This alliance allows us to take advantage
of  the  ever-expanding  Asian  markets, including China, and is expected to add
significantly  to  the  revenues  of  IFPG.

IFPG  and  Silverado  have  completed  development  of a line of organic, frozen
vegetables  for  the  U.S.  market.  These  vegetables  are  grown by one of the
largest  producers  in Asia.  They meet all of the U.S.D.A. organic requirements
and  are  expected  to  be available in the U.S. by August 2005.  These products
will  be marketed by Golden Choice Foods(R) under the Organic Harvest(TM) label.

In October, we signed an agreement with Biocare Solutions, Inc., granting sales
and  distribution  rights  to  IFPG  in  the  U.S.  for  a  line  of  organic,
household-cleaning  products.  These  products  are  all  based  on  natural
surfactants and solvents derived exclusively from vegetable sources.  This makes
them  truly organic and biodegradable.  These environmentally safe products have
been  formulated  to  meet  the  stringent  quality  controls  of  the  retail,
industrial, and agricultural markets.  Biocare Solutions, Inc. will be providing
$2.5  million for market support to facilitate product placement in major retail
stores.

Management  believes  that  it will need to raise additional capital in order to
implement  its  business  plan.  Management  believes  it  can  raise the needed
capital  through additional debt, lines of credit, and the sale of equity in the
company.  Management  has had discussions with sources of capital and from these
discussions feels that IFPG can be financed if it secures retail outlets for its
products.

Market  Analysis
----------------

Coffee is the second largest commodity next to oil and Colombia has remained the
second  largest  producer  of coffee in the World for two centuries.  Imports of
Arabica  coffee  in  the United States have increased ninety-four percent in the
past  five  years.  In 1999 there were 108,000,000 coffee consumes in the United
States spending an approximated 9.2 Billion dollars in the retail sector and 8.7
Billion dollars in the food-service sector every year (SCAA 1999 Market Report).
It  can  be  inferred  that coffee drinkers spend on average $164.71 per year on
coffee.

The  National  Coffee Association found in 2000 that 54% of the adult population
drinks  coffee  daily  (NCA  Coffee  Drinking  Trends  Survey, 2000).  They also
reported  that  18.12% of the coffee drinkers in the United States drink gourmet
coffee beverages daily (NCA).  In addition to the 54% who drink coffee everyday,
25%  of  Americans  drink  coffee  occasionally  (NCA).

                                      -6-
<PAGE>


The  average  consumption  per capita in the United States is around 9.7 pounds.
Among  coffee  drinkers  (i.e.  not  per  capita) the average consumption in
theUnited  States  is  3.1  cups  of  coffee  per day (NCA).  Per capita, men
drink
approximately  1.9  cups  per day, whereas women drink an average of 1.4 cups of
coffee  a  day  (NCA).

The  increase  in  the  number  of  independent specialty roasters in the United
States  and Japan has contributed to and is an indicator of the increased demand
for  coffee.  Within the larger coffee market our target market is the specialty
roaster.  Discerning  customers  want  the  highest  quality coffee beans.  They
serve  the growing "gourmet" coffee market and are represented by large American
companies  like  Starbucks  and  thousands  of  smaller specialty roasters.  The
Arabica  bean  is considered to be the best in the world and as such, the demand
for  Arabica  beans  is  high  on  the  specialty  roaster  market.

By  providing  the  finest  varieties  of  coffee, IFPG has taken the first step
towards  a differentiated product.  To further distinguish our coffee, we adhere
to  high  quality  standards,  which  we  believe  are  greater than many of our
competitors.  In addition,  all  of  our beans are of the Sierra Nevada variety.
The Sierra Nevada strain  is considered one of the finest Colombia has to offer.
It is grown in the mountains surrounding Barranquilla and is highly sought after
by specialty roasters from around the World.

We  are  optimistic  about the opportunity to introduce our new lines of coffee,
organic  vegetables,  and  the  revolutionary cleaning products.  To accommodate
this  growth,  IFPG  has  recently  moved and increased the size of its in-house
management  and  sales  team.

In  conclusion,  this  year should reflect a dramatic expansion and presence for
our  brands  in  many  of  the  largest  retail outlets in the country.  We have
emerged  stronger  with  a  range  of  new,  unique products that should achieve
significant  revenues,  profits and dramatically increase shareholder value.  We
are  confident  in the soundness of our strategies and the choice of our brands.

Critical  Accounting  Policies
------------------------------

The  preparation  of  financial  statements and related disclosure in conformity
with  accounting  principles generally accepted in the United States requires us
to  make  judgments, assumptions, and estimates that affect the amounts reported
in the financial statements and accompanying notes.  Results of operations could
be  impacted  significantly by judgments, assumptions, and estimates used in the
preparation  of  the  financial  statements  and  actual  results  could  differ
materially  from  the  amounts  reported  based  on  these  policies.

During  the  year  ended  June  30,  2004  we entered into only one sale of our
product. This sale had provisions for certain allowances, which amounted to 28%
of  the  gross  sale.   It  is  too  early  for  us to determine whether future
transactions will provide for similar, greater or lesser allowance terms.


RESULTS  OF  OPERATIONS  FOR  THE  FISCAL  YEARS  ENDED  JUNE 30, 2004 AND 2003.

Net  Sales.  Net  sales for the fiscal year ended June 30, 2004, compared to the
fiscal  year  ended  June 30, 2003, decreased approximately 73% from $170,152 to
$45,925.  This  decrease  is a result of our change of focus to our new lines of
foreign  and  domestic  products.  The  Company  expects  its  sales to increase
significantly  during  fiscal  year

                                      -7-
<PAGE>

2005.  The new lines of coffee products are
beginning  to  be  introduced  during  the  first  and  second quarters of 2005.

Cost  of  Sales.  The  Cost  of  Sales  for fiscal year ended June 30, 2004, was
$38,582  or  approximately  84%  of  net  sales,  as  compared  to  $305,891, or
approximately  180%  of net sales for the fiscal year ended June 30, 2003.  Cost
of  Sales  for  the  period  was  in  line  with Company projections for its new
products.  The  high  cost of sales for the previous period occurred because the
Company  took a provision for slow moving inventory of $155,989, increasing Cost
of  Sales  by  approximately  91%.

Selling  Expenses.  Selling  expenses  for  the fiscal year ended June 30, 2004,
were  $82,649  or  approximately  180%  of  net sales, as compared to $98,178 or
approximately  58%  of  net  sales for the fiscal year ended June 30, 2003.  The
Company  continued  to  invest in Sales and sales support while the new products
were  in  development.

General  and  Administrative  expenses.  General and Administrative expenses for
the  fiscal  year ended June 30, 2004, were $1,696,224 or approximately 3694% of
net  sales,  as  compared to $427,556 or approximately 251% of net sales for the
fiscal  year  ended  June 30, 2003.  This increase in General and Administrative
expenses  was  due primarily to the following: a. IFPG increased its spending on
marketing  expense  by  over $754,000 in preparation to begin selling its coffee
products and organic vegetable line of products. b. Officer and office  salaries
increased by $419,000.  Monthly salaries of  officers  have  remained  unchanged
since this increase, and c.  There was a net decrease in consulting  expense and
shareholder relations expense of approximately ($44,000).

We  expect  in  future  years  that  General and Administrative expenses will be
comparable to or exceed those experienced in 2004.  We anticipate that marketing
expenses  which  amounted to 44% of General and Administrative expenses for 2004
will  remain  at the 2004 level or increase as we continue to develop and market
new products.


Other  Income  (Expense).  Other  Income(Expense)  including interest income and
expense  for  the fiscal year ended June 30, 2004, compared to fiscal year ended
June  30,  2003, decreased from $(14,820) to $(19,592).    This decrease was the
result  of a debt conversion benefit of $16,814 being recognized as other income
in  connection  with notes  payable being converted to equity offseting interest
expense  of $9,545) to related parties and $26,861 of interest expense for third
parties adjusted for past due vendor invoices that are more than 1 year past the
due  date  of  the  invoice  for  the  period.

Net  Income  (Loss).  For the fiscal year ended June 30, 2004, the Company had a
net  loss  of  $(1,791,922)  or  $(.05)  per  share as compared to a net loss of
$(677,093)  or  $(0.03)  per  share  for  the  fiscal  year ended June 30, 2003.

Liquidity  and  Capital  Resources.  Since  its inception, IFPG has financed its
cash  requirements  from  cash  generated  from  operations,  the sale of equity
securities,  vendor  lines  of  credit  and  short-term  debt.

 Total assets increased from $70,551, at June 30, 2003, to $247,024, at June 30,
2004.  This  increase  was due to a time deposit of $200,000 that is restricted.
The  net result of unrestricted assets is a decrease in total assets of $23,527.
Total liabilities increased from $512,980, as of the period ended June 30, 2003,
to  $606,995  for  the  period  ended  June 30, 2004.  the net decrease in total
assets  was  primarily  due  to a decrease in cash of $15,722 and a write off of
$6,292  in  intangible  and  other  assets.

The  Total  Shareholders Equity decreased from $(442,429), as of the fiscal year
ended  June  30,  2003, to $(359,971) as of the fiscal year ended June 30, 2004.

                                       -8-
<PAGE>


Material  events  and  uncertainties.  IFPG anticipates that it will begin to be
profitable  during  the  third quarter of fiscal year 2005.  For this to happen,
the Company must be successful in raising additional capital in order to deliver
its  products  to  the  marketplace.  Prior to this, IFPG will continue to raise
additional  capital,  factor  accounts  receivable  or  obtain  debt  financing.
Additionally, IFPG must be able to continue to develop markets and gain consumer
acceptance  of  its  products.

While  IFPG  believes  that  these  statements  are accurate, IFPG's business is
dependent  upon  general  economic conditions and various conditions specific to
the  consumer  hot  beverage  industry.  Accordingly,  future trends and results
cannot  be  predicted  with  certainty.

Under  current  operating conditions, management believes that IFPG's sources of
cash  are  insufficient  to  last  through  the next year.  For IFPG continue to
operate  and to grow its sales it will need to raise additional capital and have
profitable  revenue.

Certain  Trends  and  Uncertainties:

IFPG  has  in  the  past  and may in the future make forward-looking statements.
Certain  of  the  statements  contained  in  this  document  involve  risks  and
uncertainties.  The  future  results  of IFPG could differ materially from those
statements.  Factors that could cause or contribute to such differences include,
but  are  not limited to those discussed in this document.  These statements are
subject  to  risks  and  uncertainties that could cause actual results to differ
materially  from those predicted.  Such risks and uncertainties include, but are
not  limited  to  the  following:

Commodity  Prices  and  Competition:

IFPG  is  subject to market risk with respect to the cost of commodities because
IFPG's  ability to recover increased costs through higher pricing may be limited
by  the  competitive  environment  in  which  it  operates.  Also,  currency
exchange  rates  factor  in  to IFPG's ability to make a profit from its foreign
produced goods because IFPG is subject to currency exchange rates at the time of
purchase.  The  markets  for  IFPG's  products are characterized by frequent new
product  introductions.  IFPG's  future  success  is  dependent  upon the timely
completion  and  introduction of new products at competitive prices and  quality
levels.  In  addition,  IFPG  must respond to competitors in IFPG's markets.  If
IFPG  is not able to accomplish timely introduction of  new  products,  increase
its  market  share  of  existing  products,  or  to  respond  effectively  to
competition,  its  business  and  operating  results  could  be  adversely
affected.

Raw  Materials  and  Other  Supplies:

The  coffee  industry  has  ample  manufacturing  capacity  and  is  expected to
continue to do so in the future.  The prices IFPG pays for its raw materials are
subject  to  fluctuation and to currency exchange rate fluctuation.  When prices
increase,  IFPG  may  or  may  not  be  able  to  pass  on such increases to its
customers.  IFPG's  results  of operations could be

                                      -9-
<PAGE>

adversely  affected  if  its
raw  material  suppliers  are  unwilling  or  unable  to  supply  a  timely  and
sufficient  supply  of product to IFPG and if IFPG is unable to  pass  on  price
increases  to  its  customers.

Raw  Coffee  Costs:

The  cost  to purchase green coffee beans  is the single most important cost for
IFP.  Because  it  is  a  commodity, its price fluctuates daily.  IFPG must find
effective  ways  to  keep this costs within its budgeted limits.  If IFPG is not
able  to  control  these  costs,  its  business  and  operating results could be
adversely  affected.

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES  LITIGATION  REFORM  ACT  OF  1995

From  time  to  time,  the  Company  will  make written and oral forward-looking
statements  about  matters  that involve risk and uncertainties that could cause
actual  results  to differ materially from projected results.  Important factors
that  could  cause  actual  results  to differ materially include, among others:

-     General  domestic  economic  and  political  conditions
-     Changes  in  laws and government regulations, including without limitation
      regulations  of  the  Securities  and  Exchange  Commission
-     The  availability  and  timing  of  receipt  of  necessary outside capital
-     Other  risk  factors  described from time to time in the Company's filings
      with  the Securities  and  Exchange  Commission.

Many  of  these factors are beyond the Company's ability to control and predict.
Investors  are  cautioned  not  to  place  undue  reliance  on  forward-looking
statements.  The  Company  disclaims  any  intent  or  obligation  to update its
forward-looking  statements,  whether  as a result of receiving new information,
the  occurrence  of  future  events,  or  otherwise.

ITEM  7.  FINANCIAL  STATEMENTS

                                      -10-
<PAGE>


                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                              FINANCIAL STATEMENTS
                           JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004

                                   F-1



<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        INDEX TO THE FINANCIAL STATEMENTS
                           JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004

<TABLE>
<CAPTION>



<S>
<C>
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . . . .
.. . . . . . . .  F-3

Financial Statements of International Food Products Group, Inc.:

Balance Sheets, June 30, 2004 and 2003. . . . . . . . . . . . . . . . . . . . .
.. . . . . . . .  F-4
Statements of Operations For Each of the Two Years in the Period Ended June 30,
2004. . . . . .  F-5
Statements of Shareholders' Deficit For Each of the Two Years in the Period
Ended June 30, 2004  F-6
Statements of Cash Flows For Each of the Two Years in the Period Ended June 30,
2004. . . . . .  F-7

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

</TABLE>

                                       F-2

<PAGE>








            Report of Independent Registered Public Accounting Firm

To  the  Board  of  Directors  and  the  Shareholders  of
International  Food  Products  Group,  Inc.

We  have  audited the accompanying balance sheets of International Food Products
Group,  Inc.  as  of  June  30,  2004  and  2003  and  the related statements of
operations,  shareholders'  deficit  and cash flows for each of the two years in
the  period  ended  June  30,  2004.  These  financial  statements  are  the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial position of International Food Products
Group,  Inc. as of June 30, 2004 and 2003, and the results of its operations and
its  cash  flows for each of the two years in the period ended June 30, 2004, in
conformity  with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a going concern. As discussed in Note 10, Financial
Results,  Liquidity  and  Management's  Plan  to  the  financial statements, the
Company  has  suffered  recurring  losses  from  operations,  has  difficulties
generating  sufficient  cash  flow  to  meet  its  obligations  and  sustain its
operations,  and  has  a stockholders' capital deficiency that raise substantial
doubt  about  its  ability  to  continue  as  a going concern. Additionally, the
Company  has  just  embarked on a new sales program related to imported products
that  require  significant  financing.  Management's  plans  in  regard to these
matters  are  also described in Note 10. The financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of this uncertainty.

Kelly  &  Company
Costa  Mesa,  California
October  26,  2004

                                    F-3

<PAGE>
                    INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                                 BALANCE SHEETS
                             JUNE 30, 2004 AND 2003


                                     Assets
<TABLE>
<CAPTION>
                                                 2004          2003
                                             ------------  ------------
<S>                                          <C>           <C>Current assets:
Cash. . . . . . . . . . . . . . . . . . . .            -   $    15,722
Trade accounts receivable . . . . . . . . .  $    44,784        46,730
Inventories, net. . . . . . . . . . . . . .            -             -


Prepaid expenses. . . . . . . . . . . . . .        1,679         1,135
Restricted cash . . . . . . . . . . . . . .      200,120             -
                                             ------------  ------------
Total current assets. . . . . . . . . . . .      246,583        63,587
Property and equipment, net . . . . . . . .          441           672
Intangible assets, net. . . . . . . . . . .            -         5,292
Other asset . . . . . . . . . . . . . . . .            -         1,000
                                             ------------  ------------
TOTAL ASSETS. . . . . . . . . . . . . . . .  $   247,024   $    70,551
                                             ============  ============
Liabilities and Shareholders' Deficit
Current liabilities:
Trade accounts payable. . . . . . . . . . .  $   211,740   $   331,913
Accrued payroll . . . . . . . . . . . . . .       64,000             -
Other accrued expenses. . . . . . . . . . .       25,352        25,565
Notes payable - third party . . . . . . . .            -        34,788
Notes payable - related party . . . . . . .      305,903       120,714
                                             ------------  ------------
TOTAL LIABILITIES . . . . . . . . . . . . .      606,995       512,980
                                             ------------  ------------
Commitments and contingencies
Shareholders' deficit:
Common stock: $.001 par value;
 50,000,000 shares authorized; 42,071,220
 and  26,076,702 shares issued and
 outstanding at June 30, 2004 and 2003,
 respectively.. . . . . . . . . . . . . . .       42,071        26,076
Additional paid-in capital. . . . . . . . .    5,621,300     3,762,915
Accumulated deficit . . . . . . . . . . . .   (6,023,342)   (4,231,420)
                                             ------------  ------------
TOTAL SHAREHOLDERS' DEFICIT . . . . . . . .     (359,971)     (442,429)
                                             ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT  $   247,024   $    70,551
                                             ============  ============
</TABLE>
                                  F-4
The accompanying notes are an integral part of the financial statements.


<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                            STATEMENTS OF OPERATIONS
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004
------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>                                       <C>           <C>
                                                 2004          2003
                                          ------------  ------------
Gross sales. . . . . . . . . . . . . . .  $    64,566   $   196,619
Less: returns, discounts and allowances.      (18,641)      (26,467)
                                          ------------  ------------
Net sales. . . . . . . . . . . . . . . .       45,925       170,152
Cost of good sold. . . . . . . . . . . .       38,582       305,891
                                          ------------  ------------
Gross profit (loss). . . . . . . . . . .        7,343      (135,739)
                                          ------------  ------------Selling
expenses . . . . . . . . . . . .       82,649        98,178
General and administrative expenses. . .    1,696,224       427,556
                                          ------------  ------------
Total operating expenses . . . . . . . .    1,778,873       525,734
                                          ------------  ------------
LOSS FROM OPERATIONS . . . . . . . . . .   (1,771,530)     (661,473)
                                          ------------  ------------
Other income (expense):
Interest expense, net. . . . . . . . . .      (26,861)       (9,456)
Interest expense - related parties . . .       (9,545)       (5,364)
Other income . . . . . . . . . . . . . .       16,814             -
                                          ------------  ------------
Total other expense. . . . . . . . . . .      (19,592)      (14,820)
                                          ------------  ------------
LOSS BEFORE PROVISION FOR INCOME TAXES .   (1,791,122)     (676,293)
Provision for income taxes . . . . . . .         (800)         (800)
                                          ------------  ------------
NET LOSS . . . . . . . . . . . . . . . .  $(1,791,922)  $  (677,093)
                                          ============  ============
NET LOSS PER SHARE, BASIC AND DILUTED. .  $     (0.05)  $     (0.03)
                                          ============  ============
SHARES USED IN PER-SHARE CALCULATION,
   BASIC AND DILUTED . . . . . . . . . .   33,870,885    26,706,072
                                          ============  ============
</TABLE>
                                  F-5
The accompanying notes are an integral part of the financial statements.





<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                       STATEMENTS OF SHAREHOLDERS' DEFICIT
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004

<TABLE>
<CAPTION>

                                                   Additional
                                 Common    Common    Paid-in     Accumulated
                                 Shares     Stock    Capital       Deficit
Total
                               ----------  -------  ----------  -------------  -
-----------
<S>                            <C>         <C>      <C>         <C>
<C>
BALANCE JUNE 30, 2002 . . . .  21,523,803  $21,524  $3,399,819  $ (3,554,327)  $
(132,984)
Shares issued for services. .   3,940,434    3,940     351,459             -
355,399
Shares issued for shares
 voluntarily exchanged for
 restricted 144 shares. . . .     612,465      612      11,637             -
12,249
Net loss. . . . . . . . . . .           -        -           -      (677,093)
(677,093)
                               ----------  -------  ----------  -------------  -
-----------
BALANCE, JUNE 30, 2003. . . .  26,076,702   26,076   3,762,915    (4,231,420)
(442,429)
Shares issued for services. .  10,464,917   10,465   1,551,733             -
1,562,198
Shares issued in satisfaction
  of accrued payroll. . . . .   2,666,667    2,667      42,666             -
45,333
Shares issued in satisfaction
  of notes payable. . . . . .   2,804,234    2,804     260,805             -
263,609
Shares issued for shares
  voluntarily exchanged for
  restricted 144 shares . . .      58,700       59       3,181             -
3,240
Net loss. . . . . . . . . . .           -        -           -    (1,791,922)
(1,791,922)
                               ----------  -------  ----------  -------------  -
-----------
BALANCE JUNE 30, 2004 . . . .  42,071,220  $42,071  $5,621,300  $ (6,023,342)  $
(359,971)
                               ==========  =======  ==========  =============
============
</TABLE>
                                              F-6
 The accompanying notes are an integral part of the financial statements.


<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                            STATEMENTS OF CASH FLOWS
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004

<TABLE>
<CAPTION>

2004         2003
                                                                             ---
---------  ----------
<S>                                                                          <C>
<C>
Cash flows from operating activities:
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,791,922)  $(677,093)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
231       3,983
Write-down of intangible assets . . . . . . . . . . . . . . . . . . . . . .
5,292           -
Provision for sales discounts, returns and allowances . . . . . . . . . . .
-       9,540
Reserve for obsolete and slow moving inventory. . . . . . . . . . . . . . .
-      97,730
Interest accrued on note payable. . . . . . . . . . . . . . . . . . . . . .
2,071       8,135
Interest accrued on note payable - related party. . . . . . . . . . . . . .
13,323       4,546
Forgiveness of interest by related party. . . . . . . . . . . . . . . . . .
(5,898)          -
Shares issued for services. . . . . . . . . . . . . . . . . . . . . . . . .
1,562,198     355,399
Shares issued in satisfaction of notes payable. . . . . . . . . . . . . . .
(16,814)          -
Shares issued for shares voluntarily exchanged for restricted shares. . . .
3,240      12,249
Decrease (increase) in assets:
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . .
1,946     (56,270)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
-      93,999
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(544)      1,008
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,000           -
Increase (decrease) in liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(120,173)     56,160
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109,119       2,875
                                                                             ---
---------  ----------
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . .
(236,931)    (87,739)
                                                                             ---
---------  ----------
Cash flows used in investing activities:
Change in restricted cash . . . . . . . . . . . . . . . . . . . . . . . . .
(200,120)          -
                                                                             ---
---------  ----------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . .
(200,120)          -
                                                                             ---
---------  ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                  2004
2003
                                                                ---------  -----
----
<S>                                                             <C>        <C>
Cash flows provided by (used in) financing activities:
Proceeds from issuance of note payable - third party . . . . .         -   $
39,931
Payments on a note payable - third party . . . . . . . . . . .         -
(45,000)
Proceeds from issuance of a note payable from  related parties  $449,083
118,703
Payment on a note payable from a related party . . . . . . . .   (27,754)
(13,900)
                                                                ---------  -----
----
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . . .   421,329
99,734
                                                                ---------  -----
----
NET INCREASE (DECREASE) IN CASH. . . . . . . . . . . . . . . .   (15,722)
11,995
CASH AT BEGINNING OF YEAR. . . . . . . . . . . . . . . . . . .    15,722
3,727
                                                                ---------  -----
----
CASH AT END OF YEAR. . . . . . . . . . . . . . . . . . . . . .         -   $
15,722
                                                                =========
=========
</TABLE>




 Supplemental Disclosures of Cash Flow Information
                                2004   2003
                                ----   ----
<TABLE>
<CAPTION>
<S>                            <C>   <C>
Interest paid - third parties     -  $6,176
Income taxes paid . . . . . .  $800  $  800
</TABLE>

      Supplemental Schedule of Non-cash Investing and Financing Activities
<TABLE>
<CAPTION>
<S>
<C>           <C>
Issuance of shares for services:
General and administrative expenses. . . . . . . . . . . . . . . . . . . . . .
$ 1,517,948   $ 298,850
Selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$    44,250   $  56,550
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$   (10,465)  $  (3,940)
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . .
$(1,551,733)  $(351,460)

Issuance of shares for shares voluntarily exchanged for restricted 144 shares:
General and administrative expenses. . . . . . . . . . . . . . . . . . . . . .
$     3,240   $  12,249
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$       (59)  $    (612)
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . .
$    (3,181)  $ (11,637)
</TABLE>
                                              F-7
 The accompanying notes are an integral part of the financial statements.

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                            STATEMENTS OF CASH FLOWS
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004


Supplemental Schedule of Non-cash Investing and Financing Activities, Continued

Issuance  of  shares  in  satisfaction  of  notes  payable:
<TABLE>
<CAPTION>



<S>                                                     <C>         <C>
Notes payable - related parties. . . . . . . . . . . .  $ 245,898   -


Notes payable - third parties. . . . . . . . . . . . .  $  34,525   -
Other income . . . . . . . . . . . . . . . . . . . . .  $ (16,814)  -
Common stock . . . . . . . . . . . . . . . . . . . . .  $  (2,804)  -
Additional paid-in capital . . . . . . . . . . . . . .  $(260,805)  -
Issuance of shares in satisfaction of accrued payroll:
Accrued payroll - related parties. . . . . . . . . . .  $  80,000   -
Compensation expense . . . . . . . . . . . . . . . . .    (34,667)  -
Common stock . . . . . . . . . . . . . . . . . . . . .  $  (2,667)  -
Additional paid-in capital . . . . . . . . . . . . . .  $ (42,666)  -
</TABLE>
                                   F-8
 The accompanying notes are an integral part of the financial statements.


<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004


1.     DESCRIPTION  OF  THE  COMPANY'S  BUSINESS
       -----------------------------------------
International  Food  Products  Group,  Inc.  (the  "Company")  is  a  Delaware
corporation,  and  was formed in April 1996 to engage in the marketing and sales
of food products.  Sales of the Company's food products commenced in fiscal year
1997.  During  the  year  ended  June  30,  2004,  the  Company  has  become  a
representative  for  imported  and  domestic  consumer  product  companies.
2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
       ----------------------------------------------
     Revenue  Recognition
Product  revenues  are recognized upon shipment to the customers. Provisions for
discounts  and rebates to customers, estimated returns and allowances, and other
adjustments  are  provided  for  in  the  same  period  the related revenues are
recorded.

 Cash

 The  Company  has  no  requirement  for  compensating  balances.
Restricted  Cash

At  June  30,  2004,  the  Company  had  restricted cash of $200,120  pledged to
support  a  bank  credit  facility.

Trade  Accounts  Receivable

The  Company intends and has the ability to hold trade accounts receivable until
they  are  paid. The trade accounts receivable are reported at their outstanding
principal  amount  less  any  chargeoffs and an allowance for doubtful accounts.
When  a trade account receivable is deemed uncollectible, the balance is charged
off  against  the  allowance  for  doubtful  accounts.

                                         F-9
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------
Trade  Accounts  Receivable,  Continued

The  allowance  for  doubtful accounts is based on the Company's historical loss
experience.  Recoveries  of  trade accounts receivable that have been previously
charged off are recorded when received as a reduction in bad debt expense in the
year  of  collection.  The  Company  determines  trade  accounts  receivable
delinquency based on contractual terms of the specific trade account receivable.
The  Company's  policy  for  determining  past  due  is 60 days past agreed upon
payment  terms.As  of  June  30,  2004 and 2003 the Company did not establish an
allowance  for  doubtful  accounts.

Inventories

Inventories  are  stated at the lower of cost or market. Cost is determined on a
standard  cost  basis,  which  approximates  the  first  in-first  out method of
valuation.  Market  is  determined  based on net realizable value. The Company's
management  monitors  its  inventories  for  excess,  obsolete, slow moving, and
calendar  date  sensitive  items  and makes necessary valuation corrections when
such  adjustments  are  required.

Property  and  Equipment

Property  and  equipment  are  recorded  at  cost  and are depreciated using the
straight-line  method  over  the expected useful lives noted below. The cost and
related  accumulated  depreciation  of assets are removed from the accounts upon
retirement  or  other disposition, and the resulting profit or loss is reflected
in  the statement of operations. Renewals and betterments that materially extend
the  life  of  the  assets  are  capitalized.

                                       Estimated
                                        Useful
                                         Life
                                         ----
Computer equipment                      3 years
Furniture and fixtures                  3 years

                                    F-10
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------
Intangible  Assets

Intangible  assets  included two patents and a trademark, which were recorded at
cost  and amortized on a straight line basis over the five-year estimated useful
lives  of  the assets through the year ended June 30, 2002. The original cost of
the  intangible  assets  is  $11,692.  Those  intangible assets were written off
during  the year ended June 30, 2004.  Accumulated amortization through the year
ended  June  30,  2002  was  $6,400.  The Company adopted Statement of Financial
Accounting  Standards  ("SFAS")  No.  142,  Goodwill and Other Intangible Assets
effective for the year ended June 30, 2003. In accordance with SFAS No. 142, the
Company  ceased  amortizing its intangible assets during the year ended June 30,
2003.

Impairment  of  Long-Lived  Assets  and  Identifiable  Intangible  Assets

The Company annually evaluates its long-lived assets and identifiable intangible
assets,  such  as  its  patents  and  trademark  for  potential impairment. When
circumstances  indicate that the carrying amount of an asset is not recoverable,
as  demonstrated by the projected undiscounted cash flows, an impairment loss is
recognized  The  Company  wrote-off  the  two  patents  and the trademark as the
products  they  were related to were no longer being pursued as viable products.
The  amount  of  the intangible assets impairment write-off was $5,292 which was
the remaining  value and is included in the general and administrative expenses.

Income  Taxes

Deferred  income  taxes  are  determined  based  on  the  difference between the
financial reporting and tax bases of assets and liabilities. Deferred income tax
expense  (benefit)  represents  the  change  during  the reporting period in the
deferred  tax  assets  and  deferred tax liabilities. Deferred tax assets and/or
liabilities are classified as current and noncurrent based on the classification
of  the related asset or liability for financial reporting purposes, or based on
the  expected  reversal date for deferred taxes that are not related to an asset
or  liability. Deferred tax assets include tax loss and credit carryforwards and
are reduced by a valuation allowance if, based on available evidence, it is more
likely  than not that some portion or all of the deferred tax assets will not be
realized.

The  Company  currently has net operating loss ("NOL") carryforwards that can be
utilized  to  offset future income for federal and state tax purposes. The NOL's
generate  a  significant deferred tax asset. However, the Company has recorded a
valuation  allowance  against  this deferred tax asset as it has been determined
that it is more likely than not that the Company will not generate future income
that  the  NOL's  could  offset.
                                     F-11
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------
Stock-Based  Compensation

The  Company has an informal stock option plan, which is described more fully in
Note  11.  The  Company  accounts  for  this  plan  under  the  recognition  and
measurement  principles  of  APB  Opinion No. 25, Accounting for Stock Issued to
Employees,  and  related  interpretations.  Accordingly,  the Company recognizes
non-employee  stock-based  compensation  or  payments  using a fair market value
methodology  promulgated  by  SFAS 123, Accounting for Stock-Based Compensation,
which standard also permits continued use of accounting for employee stock-based
compensation  using the intrinsic value methodology of accounting promulgated by
APB  25.  Under the intrinsic value method, no stock-based employee compensation
cost is reflected in net loss for options granted under those plans that have an
exercise  price  equal to the market value of the underlying common stock on the
date  of  grant.  We  recognize  expense related to options granted that have an
exercise  price  that  is below the market price of the underlying stock and for
options  issued  to non-employees. The following table illustrates the effect on
net  loss  and  loss  per  share  if  the  Company  had  applied  the fair value
recognition  provisions of SFAS No. 123 to stock based employee compensation for
each of the two years in the period ending June 30, 2004.  There was no employee
stock-based  compensation  grants  issued  in  the years ended June 30, 2004 and
2003.
                                               For the Years Ended June 30,
                                                    -----------------
                                                    2004         2003
                                                    ----         ----
<TABLE>
<CAPTION>
<S>                                             <C>           <C>
Net loss:
   As reported. . . . . . . . . . . . .         $(1,791,922)  $(677,093)
      Less: total stock-based employee
        compensation expense determined
        under fair-value-based method,
        net of related tax effect. . . .            (12,500)    (25,000)
                                                 -----------  ----------
Pro forma net loss . . . . . . . . . . .        $(1,804,422)  $(702,093)
                                                ============  ==========
Loss per share, basic and diluted:
As reported. . . . . . . . . . . . . . . . . .  $     (0.05)  $   (0.03)
                                                ============  ==========
Pro forma. . . . . . . . . . . . . . . . . . .  $     (0.05)  $   (0.03)
                                                ============  ==========
</TABLE>

Advertising  Costs
Advertising  costs  are  expensed  as  incurred. There were no advertising costs
during  2003  and  2002.
                                      F-12
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------
Shipping  Costs

Freight-out  costs  are  included in selling expenses and were $7,832 and $9,806
for  each  of  the  two  years  ended  June  30,  2004  and  2003, respectively.

Use  of  Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
the accompanying notes.  The most significant assumptions that have been made by
management  with regards to the preparation of their financial statements is the
valuation  allowance  that  has  been  established  for  the deferred income tax
asset.  Changes  in this and other estimates as well as the assumptions involved
in  the  preparation  of  the  financial  statements  are  considered reasonably
possible  and  may  have  a  material  impact  on  the  financial  statements.

Product  Development

The  Company's  product  development activities principally involve product name
selection,  product  shape  determination,  artistic  design  of  the  product
packaging,  arrangement  for the related manufacturing extrusion tools and dies,
selection of seasonings, grains and other ingredients, taste and market testing.
The  costs  of these activities are expensed as incurred and for the years ended
June  30,  2004  and  2003  were  $32,549  and  $10,504  ,  respectively.

Reclassifications

Certain  prior  year  amounts  have  been reclassified to conform to fiscal 2003
presentation.  These  changes  had  no  impact on previously reported results of
operations  or  shareholders'  deficit.

Recent  Accounting  Pronouncements

In  January  2003  the  FASB  issued  Interpretation  No. 46,  Consolidation  of
Variable  Interest  Entities  ("FIN  No.  46"). FIN No. 46 provides guidance for
applying  Accounting Research Bulletin No. 51, Consolidated Financial Statements
to  certain  entities  in  which:  (a)  equity investors as a group do not  have
sufficient  equity  at  risk  for  the  entity to finance its activities without
additional  financial  support  from  other  parties,  or  (b)  do  not have the
characteristics  of a controlling financial interest. Entities subject to FIN 46
are  called  variable  interest  entities  ("VIEs"). FIN 46 requires an existing
unconsolidated  variable  interest  entity  to  be  consolidated  by its primary
beneficiary  if  it does not effectively disperse risks among  parties involved.
The  primary  beneficiary  of  a  VIE  is  the  party  that  absorbs  a

                                        F-13
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------

Recent  Accounting  Pronouncements,  Continued

majority  of  the  entity's expected losses, receives a majority of its expected
residual  returns,  or both, as a result of holding variable interests. Variable
interests  are  those investments or other interests, such as fees to collateral
managers  or providers of guarantees that will absorb some or all of an entity's
expected  losses  or expected residual returns. FIN 46 also requires disclosures
about  VIE's  by  both  primary  beneficiaries  and  other  holders  of variable
interests.

In  December  2003,  the FASB issued a revised interpretation ("FIN 46R"). Among
other things, FIN 46R provides clarified guidance regarding the calculation of a
VIE's expected losses and expected residual returns and removes the bias against
fees  paid to decisions makers, such as collateral managers, that was present in
the  original  interpretation.  Since  the  Company has no interests in variable
interest  entities at December 31, 2003, it did not need to apply the provisions


of  the  original interpretation as of December 31, 2003. The Company will apply
the  revised  interpretation  as  of  March  31,  2004. As described in Note 8 -
Subsequent  Events,  Lease  Commitments,  there  is  a lease transaction with an
entity  that may be considered as a VIE when the lease agreements are finalized,
which  will  be  sometime  in  the  second  half  of  2004.

In  December  2002,  FASB  Statement  No.  148,  Accounting  for  Stock-Based
Compensation - Transition and Disclosure, was issued which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of  transition  for  a  voluntary  change  to  the  fair  value  based method of
accounting  for  stock-based  employee compensation. In addition, this Statement
amends  the  disclosure  requirements  of  Statement  123  to  require prominent
disclosures  in both annual and interim financial statements about the method of
accounting  for  stock-based  employee compensation and the effect of the method
used  on  reported  results.  The Company has not yet adopted this statement and
does  not  intend  to  as  the Company will continue to follow the provisions of
Accounting  Principles  Board  Opinion  No.  25,  Accounting for Stock Issued to
Employees  for  its  recognition  of  expense  for  stock-based  compensation.

3.     TRADE  ACCOUNTS  RECEIVABLE
       ---------------------------

The  Company, as needed provides an allowance for doubtful accounts, returns and
allowances.  No allowance for doubtful accounts was required as of June 30, 2004
and  2003.
                                      F-14
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



4.     INVENTORIES
       -----------
Inventories  consisted  of  the  following  at  June  30,  2004  and  2003:
<TABLE>
<CAPTION>



                                                      2004     2003
                                                      ----  ----------
<S>                                                   <C>   <C>
Packaging materials. . . . . . . . . . . . . . . . .     -  $ 124,546


Finished goods . . . . . . . . . . . . . . . . . . .     -          -
                                                      ----  ----------
                                                         -    124,546
Less: reserve for obsolete and slow moving inventory     -   (124,546)
                                                      ----  ----------
TOTAL INVENTORIES, NET . . . . . . . . . . . . . . .     -          -
                                                      ====  ==========
</TABLE>

The reserve for obsolete and slow moving inventory was based on estimates of the
usage  of  the  various  types  of  packaging  materials  that  were  based  on
management's  projected  sales  plans.  Past  Company's  sales  plans  did  not
materialize  and  sales  of  the  product  were non-existent; therefore, the the
inventory  was  written  off  against  the related reserve for obsolete and slow
moving  inventory.

5.     PROPERTY  AND  EQUIPMENT
       ------------------------
Property  and  equipment  consisted  of  the  following:
<TABLE>
<CAPTION>
                                 2004     2003
                                -------  -------
<S>                             <C>      <C>
Computer equipment . . . . . .  $35,090  $35,090
Furniture and fixtures . . . .    2,424    2,424
                                -------  -------
                                 37,514   37,514
Less: accumulated depreciation   37,073   36,842
                                -------  -------
TOTAL PROPERTY AND EQUIPMENT .  $   441  $   672
                                =======  =======
</TABLE>



Depreciation  expense  for  the  years ended June 30, 2004 and 2003 was $231 and
$3,983,  respectively.

6.     ACCRUED  PAYROLL
       ----------------

During the year ended June 30, 2004, the Company recognized compensation expense
to its two officers and sole employees of $149,333. This compensation amount has
been  partially  paid  with the issuance of restricted common stock.  The unpaid
portion  of  the salaries for the year ended June 30, 2004 have been recorded as
accrued  payroll  amounting  to  $64,000.

                                      F-15
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004

7.     NOTES  PAYABLE
       --------------

Notes  Payable  -  Third  Party

The  Company  had  two  notes payable to Volkl Investments, LLC with an interest
rate of 10% per annum, uncollateralized, with both principal and interest due on
demand  amounting  to  a  total  of  $34,788 as of June 30, 2003. The notes were
satisfied  during  the  fiscal  year  ended  June  30,  2004.

Notes  Payable  -  Related  Party

Notes  payable  -  related  party  at  June  30,  2004 and 2003  are as follows:
<TABLE>
<CAPTION>
<S>                                                   <C>       <C>
                                                          2004    2003
                                                      --------  ------
Note payable to a related party, who is a
 consultant and major shareholder with an
 effective interest rate of 20% per annum;
 collateralized by the Company's accounts
 receivable resulting from the shipment to Sam's
 Club, one of the Company's main customers; due
 upon receipt of payment from Sam's Club at the
 rate of $5,000 per shipment. The loan is due on
 December 15, 2004.. . . . . . . . . . . . . . . . .  $200,000       -

Note payable to a related party, who is a
 consultant and major shareholder with an interest
 rate of 5% per annum; collateralized by the
 Company's accounts receivable for the payment
 from Sam's Club, one of the Company's main
 customers. The loan was due on July 15, 2004
 and is now payable on demand. . . . . . . . . . . .    55,506       -

Note payable to related party who is an officer,
 director and major shareholder; the note is
 uncollateralized with no interest. The note is due
 on December 31, 2004. . . . . . . . . . . . . . . .    25,198  41,492

Note payable to related party who is an officer,
 director and major shareholder; uncollateralized
 with no interest; due on December 31, 2004. . . . .    25,199  17,754

Note payable to a related party, who is a
 consultant and major shareholder, is
 uncollateralized with an interest rate of 16.5 %
 per annum. The note is due on demand. . . . . . . .         -  15,998
</TABLE>

                                   F-16

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004


7.     NOTES  PAYABLE,  CONTINUED
       --------------------------

Notes  Payable  -  Related  Party,  Continued
<TABLE>
<CAPTION>
<S>                                                 <C>       <C>
                                                        2004      2003
                                                    --------  --------
Note payable to Dorset Investment Corporation,
 an entity controlled by an officer and director
 who is a major shareholder of the Company, with
 an interest rate of 10% per annum,
 uncollateralized, with principal and interest due
 on December 31, 2003. . . . . . . . . . . . . . .         -  $ 45,470
                                                    --------  --------
NOTES PAYABLE - RELATED PARTIES. . . . . . . . . .  $305,903  $120,714
                                                    ========  ========
</TABLE>


All notes payable both related party and third party amounting to  $305,903 have
maturities  that  are  due  during  the  year  ending  June  30,  2005.
Third  party  interest  expense  for  the years ended June 30, 2004 and 2003 was
$26,861 and $10,677,  respectively. Related party interest expense for the years
ended  June  30,  2004  and  2003  was  $9,545  and  $4,143,  respectively.
8.     DEFERRED  INCOME  TAXES
       -----------------------

The  components  of  the  provision  for  income  taxes  are  as  follows:

           For  the  Years  Ended  June  30,
           ---------------------------------
                       2004  2003
                       ----  ----
<TABLE><CAPTION>
<S>                    <C>   <C>
Current tax expense:
Federal . . . . . . .     -     -
State . . . . . . . .  $800  $800
                       ----  ----
                        800   800
                       ----  ----
Deferred tax expense:
Federal . . . . . . .     -     -
State . . . . . . . .     -     -
                       ----  ----
                          -     -
                       ----  ----
TOTAL PROVISION . . .  $800  $800
                       ====  ====
</TABLE>
                                     F-17


<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



8.     DEFERRED  INCOME  TAXES,  CONTINUED
       -----------------------------------
Significant  components  of  the  Company's  deferred  income  tax  assets  and
liabilities  at  June  30,  2004  and  2003  are  as  follows:

                             For  the  Years  Ended  June  30,
                             ---------------------------------
                                    2004          2003
                                    ----          ----
<TABLE>
<CAPTION>
<S>                              <C>           <C>
Deferred income tax assets:
Net operating loss carryforward  $ 1,903,073   $ 1,747,201
Allowance and reserves. . . . .            -        53,356
Depreciation. . . . . . . . . .        1,275         1,551
Accrued expenses. . . . . . . .       27,418             -
Other . . . . . . . . . . . . .          272           272
                                 ------------  ------------
Total deferred income tax asset    1,932,038     1,802,380
Valuation allowance . . . . . .   (1,932,038)   (1,802,380)
                                 ------------  ------------
NET DEFERRED INCOME TAX ASSET .            -             -
                                 ============  ============
</TABLE>




The  Company,  based  upon  its history of losses and management's assessment of
when  operations  are anticipated to generate taxable income, has concluded that
it  is more likely than not that none of the net deferred income tax assets will
be  realized  through  future  taxable  earnings and has established a valuation
allowance  for  them.  The valuation allowance increased by $129,659  during the
year  ended  June  30,  2004.
Reconciliation  of  the  effective  tax  rate  to  the U.S. statutory rate is as
follows:
<TABLE>
<CAPTION>



                                           For the Years Ended June 30,
                                          -----------------------------
                                                2004                2003
                                    -----------------------------  -------
<S>                                 <C>                            <C>
Tax expense at U.S. statutory rate                        (34.0)%  (34.0)%
State tax provision. . . . . . . .                             -      0.1
Other. . . . . . . . . . . . . . .                             -      0.2
Stock-based compensation . . . . .                          28.3        -
Change in valuation allowance. . .                           5.8     33.8
                                    -----------------------------  -------
EFFECTIVE INCOME TAX RATE. . . . .                           0.1%     0.1%
                                    =============================  =======
</TABLE>



The  Company  also  has  federal  and  state net operating loss carryforwards of
$4,247,181  and  $4,237,083,  respectively.  The federal and state net operating
loss  carryforwards  will  begin  to  expire  in  the  years  2018  and  2005,
respectively.
                                      F-18
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



9.     COMMITMENTS
       -----------
The Company rents its corporate office on a month to month basis. Rental expense
was  $6,449  and  $15,984  for  the  years  ended  June  30,  2004  and  2003,
respectively.

10.     CONTINGENCIES  AND  CONCENTRATIONS
        ----------------------------------
     Financial  Results,  Liquidity  and  Management's  Plan  (Unaudited)

The Company has incurred net losses since inception and for the years ended June
30,  2004  and  2003  the  net  losses  were  $(1,791,922)  and  $(677,093),
respectively.  Despite its negative cash flows from operations of $(236,931) and
$(87,739)  for  fiscal  years  2004 and 2003, respectively, the Company has been
able  to  obtain  additional  operating capital through private funding sources.
Management's  plans  include  the  continued  development  of  the Company's new
imported  product  distribution  programs and a new customer development program
that  it believes will enhance its ability to generate revenues from the sale of
the  Company's  products.  The  Company has relied upon equity funding and loans
from  shareholders  since  inception.

During the year ended June 30, 2004, the Company financed its operations through
loans  from  officers  and  others. It has financed its initial imported product
sales  through  an  irrevocable  standby  letter of creditThe Company may offer
shares  of  its common stock during the fiscal year ended June 30, 2005 to raise
additional  capital.

No  assurances  can  be  given  that  the  Company can obtain sufficient working
capital  through  the  sale  of  the  Company's  securities,  borrowing, and the
presence  of  the  irrevocable standby letter of credit, or that the sale of the
new  products will generate sufficient revenues in the future to sustain ongoing
operations. These factors raise substantial doubt about the Company's ability to
continue  as  a  going  concern.  The  financial  statements  do not include any
adjustments  that  might  be necessary if the Company is unable to continue as a
going  concern.
Irrevocable  Standby  Letter  of  Credit

At  June  30,  2004 the Company had an outstanding irrevocable standby letter of
credit  for an amount not exceeding $200,000. This irrevocable standby letter of
credit  expires  on  February  14,  2005  and is collateralized by the Company's
certificate of deposit amounting to $200,120 at June 30, 2004 with the same bank
that  issued  the  irrevocable  standby  letter  of  credit.  The  Company  has
authorized  the  bank  to  look to the restricted certificate of deposit, if any
obligations  arising  from the standby letter of credit go unpaid by the Company

                                    F-19
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



10.     CONTINGENCIES  AND  CONCENTRATIONS,  CONTINUED
        ----------------------------------------------

     Irrevocable  Standby  Letter  of  Credit,  Continued

resulting  from its purchases of inventory from third parties. The fair value of
this letter of credit approximates its contract value based on the nature of the
fee  arrangement  with  the  issuing  banks.

     Litigation

The  Company  is, from time to time, involved in various lawsuits arising in the
ordinary  course  of  its  business that will not, in the opinion of management,


have  a  material  effect  on  the  Company's  results  from  operations.

     Concentration  of  Credit  Risk

Financial  instruments,  which potentially subject the Company to concentrations
of  credit risk, consist primarily of trade accounts receivable. The Company has
sold  products  in  the  year  ended  June  30, 2004 to a single large retailer.
Exposure  to  losses  on  accounts  receivable  is  principally dependent on the
individual  customer's  financial  condition,  as  credit  sales  are  not
collateralized.  The  Company  monitors its exposure to credit loss and reserves
those  accounts  receivable  that it deems to be uncollectible. its one customer
accounted  for  100% of the Company's sales and accounts receivable for the year
ended  June  30,  2004.   Two customers each accounted for more than 10% each of
revenues  and trade accounts receivable and combined totaled 88% of revenues and
100%  of  the  trade  receivables  for  the  year  ended  June  30,  2003.
Risks  Associated  with  Concentrations  in  the  Available Sources of Supply of
Materials

The  sole  product  that  was sold by the Company during the year ended June 30,
2004  is  available  from  a  limited number of suppliers located exclusively in
foreign  countries  that  are
 subject  to  civil  unrest. The inability to obtain products as required, or to
develop  alternative  sources, if and as required in the future, could result in
delays  or  reductions in product shipments, which in turn could have a material
adverse  effect  on  the Company's business, financial condition, and results of
operations.

11.     STOCK-BASED  COMPENSATION
        -------------------------

From  time  to  time  the  Company  has  granted  options  to  its  officers and
consultants  to  promote  the  success  of the Company by providing the options'
holders  the  opportunity  to  acquire  an  equity  interest in the Company. The
Company  does  not have a formal plan for granting options. The Company accounts
for options granted to employees under the provisions of APB No. 25 and SFAS No.
123  for  nonemployees.
                                    F-20
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004

11.     STOCK-BASED  COMPENSATION,  CONTINUED
        -------------------------------------
The  following  table  summarizes  information  about  stock options granted and
outstanding  at June 30, 2004 and 2003, and changes during the years then ended.
Unless  otherwise  noted,  options vest on an annual pro rata basis over various
periods  of time and are exercisable, upon proper notice, in whole or in part at
any  time  upon vesting. The options granted have contractual lives ranging from
ten  to  sixteen  years.
<TABLE>
<CAPTION>



                                            Weighted
                                             Average
                               Shares    Exercise Price
                              ---------  ---------------
<S>                           <C>        <C>
Balance, June 30, 2002 . . .  5,550,000  $          0.40
Granted. . . . . . . . . . .          -                -
Exercised. . . . . . . . . .          -                -
Canceled . . . . . . . . . .          -                -
                              ---------  ---------------
Balance, June 30, 2003 . . .  5,550,000             0.40
Granted. . . . . . . . . . .          -                -
Exercised. . . . . . . . . .          -                -
Canceled . . . . . . . . . .          -                -
                              ---------  ---------------
BALANCE, JUNE 30, 2004 . . .  5,550,000  $          0.40
                              =========  ===============
Exercisable at June 30, 2003  5,500,000  $          0.40
                              =========  ===============
Exercisable at June 30, 2004  5,500,000  $          0.40
                              =========  ===============
</TABLE>

The Company continues to account for stock-based compensation to employees using
the intrinsic value method prescribed in APB No. 25 whereby no compensation cost
is  recognized  for options granted at or above fair market value. If under SFAS
No.  123,  the  Company determined compensation costs based on the fair value at
the  grant  date  for  its stock options, net loss and loss per share would have
been  as  shown below. For purposes of pro forma disclosures, the estimated fair
value cost of the options is amortized over their vesting periods. There were no
options  granted  in  the  years  ended  June  30,  2004  and  2003.
The  Black-Scholes options valuation model was developed for estimating the fair
value  of  traded  options  that  have  no  vesting  restrictions  and are fully
transferable.  Because  option  valuation  models  require the use of subjective
assumptions,  changes  in these assumptions can materially affect the fair value
of  the  options,  and  the Company's options do not have the characteristics of
traded  options,  the  option  valuation  models  do  not  necessarily provide a
reliable  measure  of  the  fair  value  of  its  options.

                                     F-21
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



11.     STOCK-BASED  COMPENSATION,  CONTINUED
        -------------------------------------
Summary  information  about  the Company's options outstanding at June 30, 2004:
                 Stock                                    Stock
          Options  Outstanding                   Options  Exercisable
 ----------------------------------------------   --------------------
<TABLE>
<CAPTION>
                           Weighted
 Average                   Average
 Options                  Remaining    Average
 Exercise    Number     Contractual    Exercise               Exercise
  Price    Outstanding      Life        Price     Outstanding   Price
---------  -----------  ------------  ----------  ------------  -----
<S>         <C>        <C>           <C>           <C>         <C>
0.25. . .  3,750,000           3.5  $       0.25   3,750,000  $       0.25
0.75. . .  1,800,000           6.2  $       0.75   1,800,000  $       0.75
           ---------                              ----------
           5,550,000.         4.40  $       0.40   5,550,000  $       0.40
==========                                       ============
</TABLE>



12.     DISCLOSURES  ABOUT  FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS
        ------------------------------------------------------------
The  estimated  fair value amounts of all financial instruments on the Company's
June  30,  2004  and 2003 balance sheets have been determined by using available
market  information  and  appropriate  valuation  methodologies.  However,
considerable  judgment  is  required  in interpreting market data to develop the
estimates  of  fair  value.  Accordingly, the estimates presented herein are not
necessarily  indicative  of  the  amounts  that  the Company could  realize in a
current  market  exchange.  The  use  of  different  market  assumptions  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.  The Company does not have any off balance sheet financial instruments.

    Cash  and  Other

The  carrying  amounts  of  cash,  accounts  receivable,  the other asset, trade
accounts  payable  and  certain other current liability amounts approximate fair
value  due  to  the  short  term  maturities  of  these  instruments.

     Long  Term  Debt

The  fair  value  of  long term debt is estimated by determining the net present
value  of  the  debt instruments' future payment stream. The carrying amounts on
the balance sheets of the notes payable approximates fair value as the effective
interest  rates  approximated  the  market  rate  at  the  time  it  was made or
rewritten.

                                       F-22
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



13.     LOSS  PER  SHARE
        ----------------
Basic  and diluted loss per common share have been computed by dividing the loss
available to common shareholders by the weighted-average number of common shares
for  the  period.
The  computations  of  basic  and  diluted loss per common share are as follows:
                                           For  the  Years  Ended  June  30,
                                           -------------------------------
                                                 2004           2003
                                                 ----           ----
<TABLE>
<CAPTION>
<S>                                          <C>           <C>
Loss per common share, basic and diluted:
Numerator:
Net loss available to common shareholders .  $(1,791,922)  $  (677,093)
Denominator:
Weighted average shares - basic and diluted   33,870,885    26,706,072
                                             ------------  ------------
LOSS PER COMMON SHARE, BASIC AND DILUTED. .  $     (0.05)  $     (0.03)
                                             ============  ============
</TABLE>

The  effect of the potentially dilutive securities listed below was not included
in  the  computation of diluted loss per share, because to do so would have been
antidilutive  for  the  two  years  presented.
Common  shares  reserved  for  future  issuance  are  as  follows:
<TABLE>
<CAPTION>



                                               For the Years Ended June 30,
                                              ----------------------------
                                                    2004                2003
                                        ----------------------------  ---------
<S>                                     <C>                           <C>
Shares of common stock issuable under:
Employee stock options . . . . . . . .                     5,050,000  5,050,000
Nonemployee stock options. . . . . . .                       500,000    500,000
                                        ----------------------------  ---------
TOTAL SHARES OF COMMON STOCK ISSUABLE.                     5,550,000  5,550,000
                                        ============================  =========
</TABLE>

                                    F-23



<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



14.     STOCK  TRANSACTIONS
        -------------------

     Shares  Issued  for  Services

During  the  year  ended  June  30, 2004, the Company issued 8,425,000 shares of
common  stock  to  thirty  seven  individuals  for  various  types of consulting
services.  The  shares  were  recorded  at  their  fair  value as of the date of
issuance  which  ranged from $0.10 to $0.28. Accordingly, the Company recognized
$1,457,000  in  various consulting expenses during the year ended June 30, 2004.
During  the  year  ended  June 30, 2004, the Company issued 2,039,917 restricted
shares  of  common  stock  to  nine  individuals for various types of consulting
services.  The  shares  were  recorded  at  their  fair  value as of the date of
issuance  which  ranged  from  $0.014  to  $0.078.  Accordingly,  the  Company
recognized  $105,198  in  various consulting expenses during the year ended June
30,  2004.

During  the  year  ended  June  30,  2003, the Company issued 580,000 restricted
shares  of  common  stock  to  five  different  groups  for  investor  relations
services.  The  shares  were  recorded  at  their  fair  value as of the date of
issuance  which  was  $0.02.   Accordingly,  the  Company  recognized  $400  of
commissions  expense and $11,200 of shareholder relationsexpense during the year
ended  June  30,  2003.

During  the  year  ended  June  30,  2003, the Company issued 385,000  shares of
common  stock to two different groups for product development and consulting and
professional  fees.  The shares were recorded at their fair value as of the date
of  issuance.  Accordingly, the Company recognized $3,750 of product development
and  $54,000  of  consulting  and  professional  expense.
During the year ended June 30, 2003, the Company issued 305,000 shares of common
stock to two different groups for investor relations fees. Of the shares issued,
40,000  were  recorded  at  $0.235 per share, 165,000 were recorded at $0.19 per
share, 60,000 were recorded at $0.25 per share and 40,000 were recorded at $0.02
per  share,  all  were  based  on  the  fair  value  of the stock at the date of
issuance.  Accordingly,  the Company recognized $56,550 of shareholder relations
expense.

Shares  Issued  in  Satisfaction  Compensation

During  the  year  ended  June 30, 2004, the Company issued 2,666,667 restricted
shares  of common stock to its two officers and sole employees in lieu of wages.
The  shares  were  recorded at their fair value as of the date of issuance
whichwas  $0.017.  Accordingly,  the  Company  recognized  $45,333  in
compensation
expense  during  the  year  ended  June  30,  2004.

                                      F-24
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



14.     STOCK  TRANSACTIONS,  CONTINUED
        -------------------------------
Shares  Issued  in  Satisfaction  Compensation,  Continued
During  the  year  ended  June  30, 2003, the Company issued 2,670,434 shares of
common  stock  to  its  two officers and one employee in lieu of wages. Of those
shares  1,721,738  were  issued  to the two officers and 948, 696 were issued to
the  employee,  all  of  whom  are  Related Parties. Of the share 1,939,999 were
issued  at  $0.075  per  share  and  730,435  were  issued  at $0.115 per share.
Accordingly,  the Company recognized  officer salaries for the year of $150,000,
office  salaries for the year of $66,000 and the satisfaction of accrued payroll
of  $13,500.

Shares  Issued  in  Satisfaction  of  Notes  Payable

During  the  year  ended  June  30,  2004, the Company issued 345,250 restricted
shares  of common stock in settlement of two notes payable to a third party with
combined  principal  and accrued interest of $34,525.   The shares were recorded
at their fair value as of the date of issuance which was $0.051.  The settlement
of  the  notes  payable  for stock was for an amount , the discounted (95%) fair
market  value  of the Company's stock was lower than the valuation of the shares
issued.  At  the time of the settlement of the notes payable and related accrued
interest,  the  note  did  not  contain  a  convertible  feature,  accordingly
thedifference  between  the settlement amount and the value of the stock benefit
received  by  the Company has been recorded as other income. The amount of other
income  recorded  on  the  date  of  conversion  was  $16,814.

During  the  year  ended  June 30, 2004, the Company issued 2,458,984 restricted
shares  of  common  stock as payment for notes payable to related parties with a
principal and accrued interest balance of $245,898.  The shares were recorded at
the  aggregate  carrying amount of these related party notes, which approximates
fair  value  at  the  date  of  conversion.
Additional  Shares  Issued  to  Shareholders  for  Voluntarily Restricting Their
Existing  Shares

During  the year ended June 30, 2004, the Company issued 58,700 shares of common
stock to certain shareholders who voluntarily allowed their already owned shares
to  be  restricted  for  one  year  period.  The  shares issued for this lock-up
agreement were recorded at prices ranging from $0.048 to $0.059 per share, based
on the fair value of the stock at the date of issuance. Accordingly, the Company
recognized  $3,240  of  shareholder  relations  expense

During the year ended June 30, 2003, the Company issued 612,465 shares of common
stock  to  shareholders who voluntarily allowed their already owned shares to be
restricted for one yearperiod. The shares issued for this lock-up agreement were
recorded at $0.02 per share, based on the fair value of the stock at the date of
issuance.  Accordingly,  the Company recognized $12,249 of shareholder relations
expense.
                                     F-25
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



15.     GENERAL  AND  ADMINISTRATIVE  EXPENSE
        -------------------------------------
General and administrative expense for each of the two years in the period ended
June  30,  2004  are  as  follows:
<TABLE>
<CAPTION>



                                                 For the Years Ended June 30,
                                                -----------------------------
                                                      2004                 2003
                                          -----------------------------  -------
-
<S>                                       <C>                            <C>
Marketing. . . . . . . . . . . . . . . .  $                     756,300
-
Consulting and professional fees . . . .                        508,847  $
54,000
Officers' salaries . . . . . . . . . . .                        149,333
150,000
Accounting . . . . . . . . . . . . . . .                        124,597
31,470
Other. . . . . . . . . . . . . . . . . .                        157,147
192,086
                                          -----------------------------  -------
-
TOTAL GENERAL AND ADMINISTRATIVE EXPENSE  $                   1,696,224
$427,556

                                          =============================
========
</TABLE>

                                         F-26



<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2004 AND 2003 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2004



16.     INTERIM  FINANCIAL  DATA  (UNAUDITED)
        -------------------------------------
The follow are the results of the Company's operations by each fiscal quarter in
thousands  except  for  per  share  data:

<TABLE>
<CAPTION>

                         First Quarter Second Quarter Third Quarter Fourth
Quarter
                           Sep 30, 2003  Dec 31, 2003  Mar 31, 2004 Jun 30, 2004
Total
                           ------------  ------------  ------------ ------------
-------
<S>                        <C>           <C>           <C>           <C>
<C>
Net sales . . . . . . . .            -             -             -   $        46
$    46
Gross profit. . . . . . .            -             -             -   $         7
7
Operating expenses. . . .  $       784   $       370   $       377   $       241
1,772

Net loss. . . . . . . . .  $      (789)  $      (375)  $      (376)  $
(252)   (1,792)

Shares used in per-
share calculations, basic
 and diluted. . . . . . .   27,426,434    31,755,833    34,785,922    35,585,811
Net loss per share, basic
 and diluted. . . . . . .  $    (0.029)  $    (0.012)  $    (0.011)  $
(0.007)
 </TABLE>
                                       F-27



<PAGE>

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

We  have  had  no  disagreements with our accountants on accounting or financial
disclosures.

ITEM  8A.  CONTROLS  AND  PROCEDURES.

As  required  by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of  1934 (the "Exchange Act"), we carried out an evaluation of the effectiveness
of  the design and operation of our disclosure controls and procedures as of the
end of the period covered by this report.  This evaluation was carried out under
the  supervision  and  with  the  participation  of our Chief Executive Officer,
Richard Damion, and our Chief Financial Officer, Joseph R. Rodriguez, Jr.  Based
upon that evaluation, our Chief Executive Officer  and  Chief  Financial Officer
concluded  that  our  disclosure controls and procedures are effective in timely
alerting  management to material information relating to us which is required to
be  included  in  our  periodic SEC filings and that the controls and procedures
were  effective  in  ensuring  that  information required to be disclosed by the
Company  in  the  reports  that  it  files or submits under the Exchange Act are
accumulated  and  communicated  to  the  Company's  management,  including  its
principal  executive  and  principal  financial  officers, or persons performing
similar  functions,  as appropriate to allow timely decisions regarding required
disclosure.   There  have  been  no  changes  in  our  internal  controls  over
financial  reporting  during the most recent fiscal quarter that have materially
affected, or  are  reasonable likely to materially affect, our internal controls
over financial reporting.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

                                    PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  following  table  sets  forth the names, ages, and  positions with IFPG for
each  of  the  directors  and  officers  of  IFPG.
<TABLE>
<CAPTION>



Name                                                  Age  Position (1)
Since
<S>                                                   <C>  <C>
<C>

Richard Damion . . . . . . . . . . . . . . . . . . .   60
1996
    Chairman, CEO, Secretary, Treasurer and Director

Joseph R. Rodriguez, Jr. . . . . . . . . . . . . . .   55  President and
Director    1996

Robert George. . . . . . . . . . . . . . . . . . . .   69  Director
2001
----------------------------------------------------  ---  ---------------------
--  -----
</TABLE>



(1)     All  executive  officers  are elected by the Board and hold office until
         the next Annual Meeting of shareholders  and until their successors are
         elected  and  agree  to  serve.

Richard  Damion  has  been  chairman  of IFPG since it began operations in 1996.
From 1992 through 1996 he was the president and CEO of Pacific Snax Corporation,
a  snack  food  company where he was in charge of general operations and product
development.

Joseph  R.  Rodriguez,  Jr.  has  been  an  officer  and  director of IFPG since
1996.  From  1987  through 1995, Mr. Rodriguez was the president of EFC Mortgage
Corporation  where  he  was  responsible for operations and secondary marketing.

Robert  George  has  been  a  director  of the Company since August 2001. He was
owner  and  operator of RGA, Inc., at one time the largest Health Food Brokerage
company  in  America  which  he  sold  after  18  years.  In 1999 he came out of
retirement  to  become  the  Vice  President  of  Sales and part owner of Dr Soy
Nutrition, an Energy bar company that has Distribution in over 12,000 outlets in
the  U.S.  including  Wal-Mart,  Sams Clubs and all U.S.Military Commissaries to
name  a  few.

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:
<TABLE>
<CAPTION>



Name and principal                                                   Known
failures to
position                            Number of      Transactions not  file a
required
                                  late reports     timely reported        form
<S>                             <C>                <C>               <C>

Richard Damion, Chairman . . .                  0                 1
1
------------------------------  -----------------  ----------------  -----------
----
Joseph R. Rodriguez, Jr., Dir.                  0                 1
1
------------------------------  -----------------  ----------------  -----------
----
Robert George. . . . . . . . .                  0                 1
1
------------------------------  -----------------  ----------------  -----------
----
</TABLE>




ITEM  10.  EXECUTIVE  COMPENSATION

The  following  table  sets  forth  certain  information  as to our officers and
directors.
                                            -12-
<PAGE>

                            ANNUAL COMPENSATION TABLE
<TABLE>
<CAPTION>

                           Annual  Compensation                  Long  Term
Compensation
                           --------------------                  ---------------
---------
                                                  Other
                                                  Annual Restricted
All  Other
                        Fiscal                    Compen-  Stock     Options/
LTIP        Compen-
Name          Title      Year     Salary   Bonus  sation   Awarded   SARs (#)
payouts ($)  sation
----------  ---------  ---------  -------  -----  ------  ---------  --------  -
----------  ------
<S>         <C>        <C>        <C>      <C>    <C>     <C>        <C>
<C>          <C>


Richard. .  CEO,       2001-2002  $61,262      0       0    375,000         0
0       0
 Damion. .  President  2002-2003  $     0      0       0  1,014,492         0
0       0
            Director   2003-2004  $     0      0       0  1,666,667   800,000
0       0

Joseph R
Rodriguez,  CFO        2001-2002  $37,000      0       0    375,000         0
0       0
 Jr. . . .  Director   2002-2003  $     0      0       0    707,246         0
0       0
                       2003-2004  $     0      0       0  1,000,000   800,000
0       0
</TABLE>


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  provides  the beneficial ownership of our common stock by
each  person  known  by  us to beneficially own more than 5% of our common stock
outstanding as of November 12, 2004 and by the officers and directors of IFPG as
a  group.  Except  as  otherwise  indicated,  all  shares  are  owned  directly.

<TABLE>
<CAPTION>

Name and Address                         Common    Percent of
                                         Shares     Class (1)
<S>                                    <C>         <C>
Richard Damion (2)
170 Newport Center Drive, Suite 260
Newport Beach, CA  92660
                                        8,718,351       17.12%
                                       ----------  -----------
Joseph r. Rodriguez, Jr. (3)
170 Newport Center Drive, Suite 260
Newport Beach, CA  92660
                                        7,580,212       14.87%
                                       ----------  -----------
Robert George
170 Newport Center Drive, Suite 260
Newport Beach, CA  92660
                                        1,450,000        2.96%
                                       ----------  -----------
All executive officers and directors
as a group (three). . . . . . . . . .  17,748,563       33.51%
-------------------------------------  ----------  -----------
</TABLE>



(1)     All  percentages  are  calculated  by  giving  effect to  the  potential
exercise  of options held by the applicable person, entity or group, but without
giving  effect  to the potential  exercise of options held by any other  person,
entity  or  group.

(2)     Of  the 8,718,351 common shares held by Mr. Damion, 6,718,351 shares are
owned outright.  The remaining 2,000,000 shares are shares which can be acquired
by  Mr.  Damion  through  the  exercise  of  options.

                                   -13-
<PAGE>

(3)     Of  the 7,580,212 common shares held by Mr. Rodriguez,  5,580,212 shares
are  owned  outright.  The  remaining  2,000,000  shares are shares which can be
acquired  by  Mr.  Rodriguez  through  the  exercise  of  options.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

There  have  been  no  transactions  by  the company within last two years where
either  the  company  as an issuer, or a director, officer or shareholder of the
company,  had  an  indirect  or  direct  interest  except  as  follows:

-     Receipt  of  stock  compensation by the officers and directors of IFPG  as
set  forth  in  the  executive  compensation  table;

-     The receipt of 899,182 shares of common stock by Joseph R. Rodriguez, Jr.,
for  cancellation  of  debt  owed  to  Mr.  Rodriguez  by  IFPG.

-     The  receipt  of  362,371  shares  of  common  stock by Richard Damion for
cancellation  of  debt  owed  to  Mr.  Damion  by  IFPG.

                                     PART IV

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Reports  on  Form  8-K

None

(b)  Exhibits

     14.1  Code  of  Ethics (included with Form 10-KSB filing on Nov. 16, 2004.

     31.1  Certification of CEO pursuant to Securities Exchange Act rules 13a-15
and  15d-15(c)  as  adopted pursuant to section 302 of the Sarbanes-Oxley act of
2002.

     31.2  Certification of CFO pursuant to Securities Exchange Act rules 13a-15
and  15d-15(c)  as  adopted pursuant to section 302 of the Sarbanes-Oxley act of
2002.

32.1  Certification  of  CEO  pursuant  to  18  U.S.C.  section 1350, as adopted
pursuant  to  section  906  of  the  Sarbanes-Oxley  act  of  2002.

     32.2  Certification  of  CFO pursuant to 18 U.S.C. section 1350, as adopted
pursuant  to  section  906  of  the  Sarbanes-Oxley  act  of  2002.

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Audit  Fees.  The  aggregate  fees  billed  by  our  auditors  for  professional
services  rendered  in  connection  with  the  audit  of  our  annual  financial
statements  for  the fiscal year ended

                                   -14-
<PAGE>

June 30, 2003 was approximately $25,000.
The  aggregate  fees  billed  by our auditors for professional services rendered
in  connection  with  the  audit  of  our annual financial  statements  for  the
fiscal  year  ended  June  30,  2004  was  approximately  $25,000.

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 fiscal years
ended  June  30,  2003  and  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  fiscal  years  ended  June 30,  2003  and 2004
were  $0  and  $0  respectively.

                                       -15-
<PAGE>
                                    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.


INTERNATIONAL  FOOD  PRODUCTS  GROUP,  INC.


By:  /s/ Richard Damion
     --------------------------------------------
     Richard  Damion,  Chief  Executive  Officer

     Date:     May 6,  2005


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



By:  /s/ Richard Damion
     -----------------------------------------
     Richard  Damion,  Director  and
     Principal  Executive  Officer
     Date:     May 6,  2005


By:  /s/ Joseph R. Rodriguez, Jr.
     ------------------------------------------
     Joseph  R.  Rodriguez,  Jr.  Director  and
     Principal  Financial  Officer
     Principal  Accounting  Officer
     Date:     May 6,  2005

                                           -16-