**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, 2005
 
 [ 
        ]  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 incorporation or organization)
              (I.R.S.
                  Employer Identification)
 
 
 **170
                  Newport Center Drive, Suite 260, Newport Beach,
                  CA**
              **92660**(Address
                  of principal executive offices)
              (Zip
                  Code)
 
 Registrant’s
        telephone number **(949)
        759-7775**
 
 Securities
        registered pursuant to Section 12(b) of the Act: none
 
 Securities
        registered pursuant to Section 12 (g) of the Act: 300,000,000 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. [ ]
 
 State
        issuer’s revenues for its most recent fiscal year. $209,966.00.
 
 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 October 4,
        2005 is
        $14,642,210.
 
 The
        number of shares of the issuer’s Common Stock outstanding as of October 4, 2005
        is 244,036,834.
 
 Transitional
        Small Business Disclosure Format (check one): Yes [ ] No [ X ]
  1
 **-
            -1 -**
  **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 fruits and vegetables from Asia and the U.S., breath strips
        from Japan, and upscale potato chips from a U.S. manufacturer. 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 Partners affords
        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.
 
 **-
            -2 -**
 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 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, we maintain quality control programs during all
        stages
        of processing. Management believes that our 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 month to month lease. 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, 2005.
 
 **-
            -3 -**
 **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
        calendar quarter of 2002. Following is the high and low sales prices for
        each
        each of the two years in the period ending June 30, 2005. The quotations
        reflect
        inter-dealer prices, without retail mark-up, mark-down or commission and
        may not
        represent actual transactions.
 
 Quarter
              High
                  LowJul
                  - Sep 2003
              0.14
                  0.05Oct
                  - Dec 2003
              0.11
                  0.05Jan
                  - Mar 2004
              0.07
                  0.03Apr
                  - Jun 2004
              0.07
                  0.03Jul
                  - Sep 2004
              0.04
                  0.02Oct
                  - Dec 2004
              0.03
                  0.02Jan
                  -Mar 2005
              0.07
                  0.02Apr
                  - Jun 2005
              0.06
                  0.01
 
 On
        March
        14, 2005 we effected a 3-for1 split of our common stock. All references To
        the
        number of shares and share price have been adjusted to reflect the split
        As if
        it occurred on June 30, 2003.
 
 On
        the
        date of this filing, October 4, 2005, the best bid price of our common shares
        is
        $0.07 and the best ask price is $0.08.
 
 At
        October 4, 2005 there were approximately 250 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.
 
 **-
            -4 -**
 Recent
        Sales of Unregistered Securities
 
 During
        the year ended June 30, 2005, the Company issued 25,229,996 restricted shares
        of
        common stock to thirty five 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 $0.01. Accordingly, the Company recognized
        $401,169 in various consulting expenses during the year ended June 30, 2005.
        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.
 
 During
        the year ended June 30, 2005, we issued the following restricted shares of
        common stock to two officers and directors in payment of accrued salaries
        and in
        repayment of loans made by these two officers and directors to the Company.
        The
        shares were at their fair market value at the dates of issuance which ranged
        from $.01 to $.014 per share. 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.
 Number
                  ofShares
              
              AmountAccrued
                  salaries
              
              
              31,762,839
              
              $
              345,879Loan
                  repayments
              
              
              31,191,339
              
              
              296,686Total
              
              
              62,954,178
              
              $
              642,565
 
 
 **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 years ended
        June 30, 2005 and June 30, 2004.
 
 **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 that we represent include premium coffees from Columbia, organic
        vegetables from Asia and frozen fruits and vegetables from China, Canada,
        and
        the United States. Fiscal year 2004 was a year of transition for IFPG.
        Management made a concerted effort to acquire new products and refresh our
        marketing strategies that will greatly expand the lines of products that
        we
        offer.
 
 These
        decisions have positioned us in one of the major retail categories coffee,
        as
        well as frozen vegetables and frozen fruits, both organic and non
        organic.
 
 This
        repositioning allows us to seek customers for our unique, market tested snack
        products G.O.T. Fries ®, AW Shucks TM, (both are patent protected), as well as
        Just Popped TM a line of Gourmet style popcorn.
 
 We
        have
        expanded our coffee resources to include both domestic and Colombian sources,
        and have begun to import these products under the Golden Choice Foods® brand for
        immediate resale to major retailers.
 
 We
        expect
        to begin shipping our three pound whole bean coffee during first and second
        quarter of fiscal 2006 to one of the world's largest retailers. At this time
        we
        are discontinuing the shipping of our fractional pack coffee to this same
        retailer in exchange for the whole bean coffee. We also expect to begin shipping
        of our organic blueberries during the first fiscal quarter of 2006. If this
        test
        program is successful, we expect to add regular cultivated blueberries to
        the
        product list for fiscal 2006.
 Our
        Colombian Coffee is roasted in the Coastal Valley of the Sierra Nevada de
        Santa
        Marta mountain range in a facility which has a 100 million pound roasting
        capacity and has been in the business of roasting quality coffee for over
        70
        years. We believe roasting the coffee in Columbia provides significant cost
        advantages that should allow us to provide high quality Colombian Coffee
        at
        competitive prices in the USA. We are also looking to domestic sources for
        this
        same high quality coffee to insure on time deliveries in case of any disruption
        due to unpredictable world events.
 
 **-
            -5 -**
 During
        the coming year we expect to complete development of a fresh date program
        from
        Pakistan, secure relationships that will give us the capacity to provide
        frozen
        blueberries and other in demand fruits to the large retailers in the United
        States and to complete the development of a unique snack to be introduced
        across
        the country during the basketball season of "March Madness". We have secured
        the
        base potato product for this product from a large supplier in Italy.
 Our
        primary goal for the coming year is to establish IFPG as a company with a
        solid
        revenue stream. We expect be able to accomplish this with the products that
        we
        have at this time. To accomplish these strategies, we must raise capital
        either
        as equity, debt or lines of credit. Management intends to work diligently
        to
        accomplish raising the needed capital.
 
 There
          are
          no assurances that management will be able to raise the capital required
          to
          implement our business plan.  In addition, even if we are able to achieve
          distribution of our products, there is no assurance that there will be
          sufficient sales of our products to warrant reorders or that we will be
          able to sustain levels of sales at prices that generate sufficient gross
          profit
          to cover our general and administrative expenses.
 
 **Results
        of Operations for the fiscal years ended June 30, 2005 and
        2004.**
 
 Net
        Sales. Net sales for the fiscal year ended June 30, 2005, compared to the
        fiscal
        year ended June 30, 2004, increased approximately 457% from $45,925 to $209,966.
        This increase is a result of our change of focus to our new lines of foreign
        and
        domestic products. We expect sales to continue to increase during fiscal
        year
        2006. The new lines of coffee products and frozen fruits are expected to
        be
        introduced during the first and second quarters of 2006.
 
 In
        September 2005, we received our first orders of frozen fruit totaling $140,000.
        We expect to deliver this product in October 2005.
 
 Cost
        of
        Sales. The Cost of Sales for fiscal year ended June 30, 2005, was $286,671
        or
        approximately 137% of net sales, as compared to $46,414, or approximately
        101%
        of net sales for the fiscal year ended June 30, 2004. Cost of sales, for
        the
        period, was consistent with our projections for initial sales of our new
        products. The cost of coffee increased dramatically after we had committed
        to
        the sales price of the coffee and due to our size we were unable to lock
        in our
        cost of raw coffee prior to ordering.
 
 Cost
        of
        sales of our initial sales is greater that we expect to realize once sales
        occur
        on a regular basis. Initial costs, which we do not expect to recur, include
        less
        than economic order and delivery quantities and the cost to meet customer
        expectations.
 
 Selling
        Expenses. Selling expenses were $528,803 as compared to $1,281,181 for the
        fiscal years ended June 30, 2005 and 2004. The decrease in selling expenses
        of
        $752,378 results from a concentration of sales efforts in 2005 to a single
        major
        customer and the near completion of our marketing plan. We continue to invest
        in
        sales and sales support while the new products were in development, and expect
        that selling expenses will remain high in the near future.
 
 **-
            -6 -**
 General
        and Administrative expenses. General and administrative expenses for the
        fiscal
        year ended June 30, 2005, were $777,141 as compared to $489,860. This increase
        of $287,281 relates primarily to an increase in officers' compensation of
        $215,220.
 
 We
        adopted SFAS 123R retrospectively effective June 30, 2005. Although this
        adoption did not effect the financial statements of June 30, 2005, or for
        either
        of the two years in the period then ended, it may have an effect on future
        periods, especially if we grant options in the future.
  Other
        Income (Expense). Other Income (Expense) including interest income and expense
        for the fiscal year ended June 30, 2005, compared to fiscal year ended June
        30,
        2004, decreased from an expense of $19,592 to $4,534. 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 offsetting 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, 2005, the Company had a
        net
        loss of $(1,387,984) or $(0.01) per share as compared to a net loss of
        $(1,791,922) or $(0.04) per share for the fiscal year ended June 30, 2004.
  **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 decreased from $247,024, at June 30, 2004, to $8,065, at June 30,
        2005.
        This decrease was due to a decrease in restricted assets in the form of a
        time
        deposit of $200,120 and the collection of $44,784. The proceeds from these
        items
        were used to reduce notes payable. Total liabilities decreased from $606,995,
        as
        of the period ended June 30, 2004, to $487,142 for the period ended June
        30,
        2005 primarily due to the reduction in notes payable.
 
 **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.
 
 Management
        is of the opinion that our cash on hand and revenues from operations are
        insufficient to meet our operational needs for the next twelve months.
        Accordingly, management will rely upon proceeds from debt financing from
        related
        and unrelated parties.
 
 We
        adopted SFAS 123R retrospectively effective June 30, 2005. Although this
        adoption did not effect the financial statements of June 30, 2005 or for
        either
        of the two years in the period then ended, it may have an effect on future
        periods, especially if we grant options in the future.
 
 **-
            -7 -**
 **Material
        Events and Uncertainties.**
 
 We
        anticipate that we will begin to be profitable during the second quarter
        of
        fiscal year 2006. For this to happen, we must be successful in raising
        additional capital in order to deliver our products to the marketplace. Prior
        to
        this, we will continue to raise additional capital, factor accounts receivable
        or obtain debt financing. Additionally, we must be able to continue to develop
        markets and gain consumer acceptance of our products.
 
 While
        we
        believe that these statements are accurate, our 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 our 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 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:**
 **-
            -8 -**
 
 The
        cost
        to purchase green coffee beans is the single most important cost for IFPG.
        Because it is a commodity, its price fluctuates daily. IFPG must find effective
        ways to keep these 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**
 
 
 
 **International
        Food Products Group, Inc.**
  **Financial
        Statements**
  ***June
        30, 2005 and***
 ***For
        Each of the Two Years in the Period Ended June 30, 2005***
   **-
            -9 -**
 
 
  **International
        Food Products Group, Inc.**
  **Index
        to the Financial Statements**
  ***June
        30, 2005 and***
 ***For
        Each of the Two Years in the Period Ended June 30, 2005***
 
 
 
 Report
                  of Independent Registered Public Accounting Firm
              11Financial
                  Statements of International Food Products Group, Inc.:Balance
                  Sheet, June 30, 2005
              12Statements
                  of Operations For Each of the Two Years in the Period Ended June
                  30,
                  2005
              13Statements
                  of Shareholders' Deficit For Each of the Two Years in the Period
                  Ended
                  June 30, 2005
              14Statements
                  of Cash Flows For Each of the Two Years in the Period Ended June
                  30,
                  2005
              15Notes
                  to the Financial Statements
              17
  
 
  
 **-
            -10 -**
 
  *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 sheet of International Food Products Group,
        Inc. as of June 30, 2005 and the related statements of operations, shareholders'
        deficit and cash flows for each of the two years in the period ended June
        30,
        2005. These financial statements are the responsibility of the Company's
        management. Our responsibility is to express an opinion on these financial
        statements based on our audits.
   We
        conducted our 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, 2005, and the results of its operations and its cash
        flows
        for each of the two years in the period ended June 30, 2005, 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 6, *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 embarked on a sales program related to imported
        products that requires significant financing. Management's plans in regard
        to
        these matters are also described in Note 6. The financial statements do not
        include any adjustments that might result from the outcome of this
        uncertainty.
   
  Kelly
        & Company
 Costa
        Mesa, California
 October
        12, 2005
 
  
 **-
            -11 -**
 
 **International
        Food Products Group, Inc.**
 **Balance
        Sheet**
 **June
        30, 2005**
 
 *Assets*
 
 Current
                  assets:Cash
              
              $
              81Prepaid
                  insurance
              
              
              7,804Total
                  current assets
              
              
              7,885Property
                  and equipment, net
              
              
              -Deposit
              
              
              180**Total
                  assets**
              
              **$**
              **8,065***Liabilities
                  and Shareholders' Deficit*Current
                  liabilities:Trade
                  accounts payable
              
              $
              158,668Judgment
                  payable
              
              
              126,136Accrued
                  compensation costs
              
              
              58,513Other
                  accrued expenses
              
              
              58,943Notes
                  payable - related party
              
              
              36,576Notes
                  payable - third party
              
              
              48,306**Total
                  current liabilities**
              
              
              **487,142**Commitments
                  and contingenciesShareholders'
                  deficit:Common
                  stock: $.001 par value; 300,000,000 shares authorized; 241,186,834
                  shares
                  issued and outstanding
              
              
              241,187Additional
                  paid-in capital
              
              
              6,691,062Accumulated
                  deficit
              
              
              (7,411,326
              )**Total
                  shareholders' deficit**
              
              
              **(479,077**
              **)****Total
                  liabilities and shareholders' deficit**
              
              **$**
              **8,065**
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
 
  
 **-
            -12 -**
 International
        Food Products Group, Inc.
 Statements
        of Operations
 For
        Each of the Two Years in the Period Ended June 30,
        2005
 
 2005
              
              2004Gross
                  sales
              
              $
              253,319
              
              $
              64,566Less:
                  returns, discounts and allowances
              
              
              (43,353
              )
              
              (18,641
              )Net
                  sales
              
              
              209,966
              
              
              45,925Cost
                  of goods sold
              
              
              286,671
              
              
              46,414Gross
                  loss
              
              
              (76,705
              )
              
              (489
              )Selling
                  expenses
              
              
              528,803
              
              
              1,281,181General
                  and administrative expenses
              
              
              777,142
              
              
              489,860Total
                  operating expenses
              
              
              1,305,945
              
              
              1,771,041**Loss
                  from operations**
              
              
              **(1,382,650**
              **)**
              
              **(1,771,530**
              **)**Other
                  income (expense):Interest
                  expense, net
              
              
              (1,440
              )
              
              (26,861
              )Interest
                  expense - related parties
              
              
              (3,094
              )
              
              (9,545
              )Debt
                  conversion benefit
              
              
              -
              
              
              16,814Total
                  other expense
              
              
              (4,534
              )
              
              (19,592
              )**Loss
                  before provision for income taxes**
              
              
              **(1,387,184**
              **)**
              
              **(1,791,122**
              **)**Provision
                  for income taxes
              
              
              (800
              )
              
              (800
              )**Net
                  loss**
              
              **$**
              **(1,387,984**
              **)**
              **$**
              **(1,791,922**
              **)****Net
                  loss per share, basic and diluted**
              
              **$**
              **(0.01**
              **)**
              **$**
              **(0.02**
              **)****Shares
                  used in per-share calculation, basic and diluted**
              
              
              **171,223,169**
              
              
              **101,612,655**
 
  The
          accompanying notes are an integral part of the financial
          statements.
 **-
            -13 -**
 
 
 
 **International
        Food Products Group, Inc.**
 **Statements
        of Shareholders' Deficit**
 **For
        Each of the Two Years in the Period Ended June 30, 2005**
 
 
 AdditionalCommon
              
              Common
              
              Paid-in
              
              AccumulatedShares
              
              Stock
              
              Capital
              
              Deficit
              
              Total**Balance,
                  June 30, 2003**
              
              
              **78,230,106**
              
              **$**
              **78,230**
              
              **$**
              **3,710,761**
              
              **$**
              **(4,231,420**
              **)**
              **$**
              **(442,429**
              **)**Shares
                  issued for services
              
              
              31,394,751
              
              
              31,395
              
              
              1,530,803
              
              
              -
              
              
              1,562,198Shares
                  issued in satisfaction of accrued payroll
              
              
              8,000,001
              
              
              8,000
              
              
              37,333
              
              
              -
              
              
              45,333Shares
                  issued in satisfaction of debt
              
              
              8,412,702
              
              
              8,413
              
              
              255,196
              
              
              -
              
              
              263,609Shares
                  issued in lock-up agreement
              
              
              176,100
              
              
              176
              
              
              3,064
              
              
              -
              
              
              3,240Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,791,922
              )
              
              (1,791,922
              )**Balance
                  June 30, 2004**
              
              
              **126,213,660**
              
              
              **126,214**
              
              
              **5,537,157**
              
              
              **(6,023,342**
              **)**
              
              **(359,971**
              **)**Shares
                  issued for services
              
              
              52,018,996
              
              
              52,019
              
              
              574,294
              
              
              -
              
              
              626,313Shares
                  issued in satisfaction of accrued payroll
              
              
              31,762,839
              
              
              31,763
              
              
              314,116
              
              
              -
              
              
              345,879Shares
                  issued in satisfaction of debt
              
              
              31,191,339
              
              
              31,191
              
              
              265,495
              
              
              -
              
              
              296,686Net
                  loss
              
              
              -
              
              
              -
              
              
              -
              
              
              (1,387,984
              )
              
              (1,387,984
              )**Balance,
                  June 30, 2005**
              
              
              **241,186,834**
              
              **$**
              **241,187**
              
              **$**
              **6,691,062**
              
              **$**
              **(7,411,326**
              **)**
              **$**
              **(479,077**
              **)**
  The
        accompanying notes are an integral part of the financial statements **.**
   
   
   
 **-
            -14 -**
 
 **International
        Food Products Group, Inc.**
 **Statements
        of Cash Flows**
 **For
        Each of the Two Years in the Period Ended June 30, 2005**
 For
                  the Years Ended June 30,2005
              
              2004*Cash
                  flows from operating activities:*Net
                  loss
              
              $
              (1,387,984
              )
              $
              (1,791,922
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Depreciation
              
              
              441
              
              
              231Write-down
                  of intangible assets
              
              
              -
              
              
              5,292Interest
                  accrued on note payable-
                  third party
              
              
              -
              
              
              2,071Interest
                  accrued on note payable - related parties
              
              
              -
              
              
              13,323Forgiveness
                  of interest by related party
              
              
              -
              
              
              (5,898
              )Debt
                  conversion benefit
              
              
              -
              
              
              (16,814
              )Shares
                  issued for services
              
              
              972,191
              
              
              1,562,198Shares
                  issued for shares voluntarily exchanged for restricted
                  shares
              
              
              -
              
              
              3,240Decrease
                  (increase) in assets:Trade
                  accounts receivable
              
              
              44,784
              
              
              1,946Prepaid
                  expenses
              
              
              (6,125
              )
              
              (544
              )Other
                  assets
              
              
              (180
              )
              
              1,000Increase
                  (decrease) in liabilities:Accounts
                  payable
              
              
              (53,072
              )
              
              (120,173
              )Judgment
                  payable
              
              
              126,136
              
              
              -Accrued
                  compensation costs
              
              
              (5,407
              )
              
              -Accrued
                  expenses
              
              
              33,511
              
              
              109,119**Net
                  cash provided by (used in) operating activities**
              
              
              **(275,705**
              **)**
              
              **(236,931**
              **)***Cash
                  flows provided by (used in) investing activities:*Change
                  in restricted cash
              
              
              200,120
              
              
              (200,120
              )**Net
                  cash provided by (used in) investing activities**
              
              
              **200,120**
              
              
              **(200,120**
              **)**
 
 The
        accompanying notes are an integral part of the financial
        statements.
 
 
  
 **-
            -15 -**
 
 **International
        Food Products Group, Inc.**
 **Statements
        of Cash Flows**
 **For
        Each of the Two Years in the Period Ended June 30, 2005**
 
 For
                  the Years Ended June 30,2005
              
              2004*Cash
                  flows provided by (used in) financing activities:*Proceeds
                  from advances from related parties
              
              $
              293,884
              
              $
              449,083Payment
                  on a note payable from a related party
              
              
              (11,018
              )
              
              (27,754
              )Payment
                  on a note payable from a third party
              
              
              (207,200
              )
              
              -**Net
                  cash provided by (used in) financing activities**
              
              
              **75,666**
              
              
              **421,329****Net
                  increase (decrease) in cash**
              
              
              **81**
              
              
              **(15,722**
              **)****Cash
                  at beginning of year**
              
              
              **-**
              
              
              **15,722****Cash
                  at end of year**
              
              **$**
              **81**
              
              **$**
              **-***Supplemental
                  Disclosures of Cash Flow Information*For
                  the Years Ended June 30,2005
              
              
              2004Interest
                  paid - third parties
              
              $
              1,528
              
              
              -Interest
                  paid - related parties
              
              
              -
              
              
              -Income
                  taxes paid
              
              $
              800
              
              $
              800*Supplemental
                  Schedule of Non-cash Investing and Financing
                  Activities*For
                  the Years Ended June 30,2005
              
              
              2004Issuance
                  of shares in satisfaction of notes payable includingaccrued
                  interest:Notes
                  payable - related parties
              
              $
              296,686
              
              $
              229,084Notes
                  payable - third parties
              
              
              -
              
              $
              34,525Common
                  stock
              
              $
              (31,191
              )
              $
              (8,413
              )Additional
                  paid-in capital
              
              $
              (265,495
              )
              $
              (255,196
              )Issuance
                  of shares in satisfaction of accrued payroll:Accrued
                  payroll - related parties
              
              $
              345,879
              
              $
              45,333Common
                  stock
              
              $
              (31,763
              )
              $
              (8,000
              )Additional
                  paid-in capital
              
              $
              (314,116
              )
              $
              (37,333
              )
 The
        accompanying notes are an integral part of the financial
        statements.
 
 
  
 **-
            -16 -**
 
  
   **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **1.**  **Summary
        of Significant Accounting Policies**
   *Revenue
        Recognition*
   Product
          revenues are recognized upon transfer of title, which occurs upon shipment
          to 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.
   *Trade
        Accounts Receivable*
   The
        Company intends and has the ability to hold trade accounts receivable until
        they
        are paid. 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. An 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, 2005, the Company did
        not
        have a trade accounts receivable nor did it 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.
        The Company had no inventory at June 30, 2005.
   *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
  
  
 **-
            -17 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **1.**  **Summary
        of Significant Accounting Policies, Continued**
   *Income
        Taxes, Continued*
   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.
   *Stock
        Split*
  In
        January 2005, the Company's Board of Directors approved a three-for-one stock
        split of the Corporation's common stock affected in the form of a 100% stock
        dividend, which was distributed on May 10, 2005, to shareholders of record
        on
        March 15, 2005. Shareholders' equity, common stock, and stock option activity
        for all periods presented have been restated to give retroactive recognition
        to
        the stock split. As part of the forward stock split the Company transferred
        $149,125 from additional paid-in capital to common stock to reflect the increase
        in the number of shares outstanding at par value.
  *Share-Based
        Payment*
   In
        December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        123R, *Share-Based
        Payment* .
        This
        statement replaces SFAS No. 123, *Accounting
        for Stock-Based Compensation* ,
        supersedes APB Opinion No. 25, *Accounting
        for Stock Issued to Employees* ,
        and
        amends SFAS No. 95, *Statement
        of Cash Flows* .
        SFAS
        No. 123R requires companies to apply a fair-value-based measurement method
        in
        accounting for share-based payment transactions with employees and to record
        compensation cost for all stock awards granted after the required effective
        date
        and for awards modified, repurchased, or cancelled after that date. The scope
        of
        SFAS No. 123R encompasses a wide range of share-based compensation arrangement,
        including share options, restricted share plans, performance based awards,
        share
        appreciation rights, and employee share purchase plans. The Company has elected
        to adopt SFAS No. 123R retrospectively as of June 30, 2005. The adoption
        of SFAS
        No. 123R had no significant effect on net income, loss per share, or share-based
        compensation cost for either of the two years in the period ended June 30,
        2005.
   *Advertising
        Costs*
  Advertising
        costs are expensed as incurred. There were no advertising costs during 2005
        and
        2004.
 
  
 **-
            -18 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **1.**  **Summary
        of Significant Accounting Policies, Continued**
   *Shipping
        Costs*
   Freight-out
        costs are included in selling expenses and were $41,854 and $7,832 for each
        of
        the two years ended June 30, 2005 and 2004, 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 assumption that has 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, 2005 and 2004 were $14,000 and $38,420, respectively.
   *Reclassifications*
   Certain
        prior year amounts have been reclassified to conform to fiscal 2005
        presentation. These changes had no impact on previously reported results
        of
        operations or shareholders' deficit.
   **2.**  **Property
        and Equipment**
   Property
        and equipment consisted of the following as of June 30, 2005:
  Computer
                  equipment
              
              $
              35,090Furniture
                  and fixtures
              
              
              2,42437,514Less:
                  accumulated depreciation
              
              
              (37,514
              )**Total
                  property and equipment**
              
              
              **-**
  
  
  
 **-
            -19 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **2.**  **Property
        and Equipment, Continued**
   Depreciation
        expense for the years ended June 30, 2005 and 2004 was $441 and $231,
        respectively.
   **3.**  **Judgment
        Payable**
   In
        March
        2005 a vendor of the Company who supplied packaging for products during the
        period from fiscal year 2000 through fiscal year 2002 obtained a judgment
        in the
        California Superior Court against the Company for the amounts due for the
        products that were provided and court determined attorney's fees. The vendor's
        court-granted judgment has been recorded and a lien has been filed in the
        amount
        of $126,135. Accordingly, the amount previously recorded as a trade account
        payable has been reclassified as a judgment payable.
   **4.**  **Notes
        Payable**
   *Notes
        Payable - Related Parties*
   Notes
        payable - related parties at June 30, 2005 are as follows:
  Note
                  payable to related party who is an officer, director and major
                  shareholder; the note is uncollateralized with interest. The note
                  is due
                  on December 31, 2005.
              
              $
              20,255Note
                  payable to related party who is an officer, director and major
                  shareholder; uncollateralized with interest; due on December 31,
                  2005.
              
              $
              16,321**Notes
                  payable - related parties**
              
              **$**
              **36,576***Note
                  Payable - Third Party*Note
                  payable - third party at June 30, 2005 isas
                  follows:Note
                  payable to a third party, who is a consultant with an effective
                  interest
                  rate of 20% per annum. Paid through the issuance of common stock
                  in July
                  2005.
              
              $
              48,306**Notes
                  payable - third party**
              
              **$**
              **48,306**
  
  
  
 **-
            -20 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **5.**  **Deferred
        Income Taxes**
   The
        components of the provision for income taxes are as follows:
  **For
                  the Years Ended June 30,**2005
              
              2004Current
                  tax expense:Federal
              
              
              -
              
              
              -State
              
              $
              800
              
              $
              800800
              
              
              800Deferred
                  tax expense:Federal
              
              
              -
              
              
              -State
              
              
              -
              
              
              --
              
              
              
              
              
              -**Total
                  provision**
              
              **$**
              **800**
              
              **$**
              **800**
  
   Significant
        components of the Company's deferred income tax assets and liabilities at
        June
        30, 2005 and 2004 are as follows:
 **For
                  the Years Ended June 30,**2005
              
              2004Deferred
                  income tax assets:Net
                  operating loss carryforward
              
              $
              1,975,746
              
              $
              1,747,201Allowance
                  and reserves
              
              
              33,019
              
              
              53,356Depreciation
              
              
              -
              
              
              1,551Accrued
                  expenses
              
              
              -
              
              
              27,418Other
              
              
              272
              
              
              272Total
                  deferred income tax asset
              
              
              2,009,037
              
              
              1,829,798Valuation
                  allowance
              
              
              (2,009,037
              )
              
              (1,829,798
              )**Net
                  deferred income tax asset**
              
              
              -
              
              
              -
  
  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 $179,239 and $129,659
        during the years ended June 30, 2005 and 2004, respectively.
  
  
 **-
            -21 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **5.**  **Deferred
        Income Taxes, Continued**
   Reconciliation
        of the effective tax rate to the U.S. statutory rate is as follows:
  **For
                  the Years Ended June 30,**2005
              2004Tax
                  expense at U.S. statutory rate
              (34.0)
                  %
              (34.0)
                  %State
                  tax provision
              -
              -Other
              (2.0)
              -Stock-based
                  compensation
              24.9
              28.3Change
                  in valuation allowance
              12.2
              5.8**Effective
                  income tax rate**
              **1.1%**
              **0.1%**
  The
        Company also has federal and state net operating loss carryforwards of
        $4,813,412 and $4,804,914, respectively. The federal and state net operating
        loss carryforwards will begin to expire in the years 2018 and 2005,
        respectively.
   **6.**  **Commitments**
   The
        Company rents its corporate office on a month to month basis. Rental expense
        was
        $24,194 and $6,449 for the years ended June 30, 2005 and 2004,
        respectively.
   **7.**  **Contingencies
        and Concentrations**
   *Financial
        Results, Liquidity and Management's Plan*
   The
        Company has incurred net losses since inception and for the years ended June
        30,
        2005 and 2004 the net losses were $(1,387,984) and $(1,791,922), respectively.
        Despite its negative cash flows from operations of $(272,405) and $(236,931)
        for
        fiscal years 2005 and 2004, respectively, the Company has been able to obtain
        additional operating capital through private funding sources, which was repaid
        through the issuance of common shares. 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.
  
  
 **-
            -22 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **7.**  **Contingencies
        and Concentrations, Continued**
   *Financial
        Results, Liquidity and Management's Plan, Continued*
   During
        the year ended June 30, 2005, the Company financed its operations through
        loans
        from officers totaling $290,584. In addition, accrued compensation costs
        of
        $345,879 and the $290,584 advanced to the Company were repaid through issuance
        of common stock. In the year ended June 30, 2004, it financed its initial
        imported product sales through an irrevocable standby letter of credit. The
        Company may offer shares of its common stock during the fiscal year ended
        June
        30, 2006 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.
   *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, 2005 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,
        2005. 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, 2004.
  
  
 **-
            -23 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **7.**  **Contingencies
        and Concentrations, Continued**
   *Risks
        Associated with Concentrations in the Available Sources of Supply of
        Materials*
  The
        sole
        product that was sold by the Company during the years ended June 30, 2005
        and
        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.
  **8.**  **Share-Based
        Compensation**
   In
        prior
        years, the Company granted options to its officers and certain consultants.
        No
        options were granted during either of the two years in the period ended June
        30,
        2005. The Company does not have a formal plan for granting options.
   The
        following table summarizes information about stock options granted and
        outstanding at June 30, 2005. There were no changes during the years then
        ended
        June 30, 2005 and 2004. All options granted are fully vested at June 30,
        2005
        and are exercisable, upon proper notice, in whole or in part at any time.
        The
        options granted have contractual lives ranging from ten to sixteen
        years.
  WeightedAverageShares
              
              Exercise
                  PriceBalance,
                  June 30, 2003
              
              
              16,650,000
              
              $
              0.133Granted
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -Canceled
              
              
              -
              
              
              -Balance,
                  June 30, 2004
              
              
              16,650,000
              
              
              0.133Granted
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -Canceled
              
              
              -
              
              
              -**Balance,
                  June 30, 2005**
              
              
              **16,650,000**
              
              **$**
              **0.133**Exercisable
                  at June 30, 2004
              
              
              16,650,000
              
              $
              0.133Exercisable
                  at June 30, 2005
              
              
              16,650,000
              
              $
              0.133
  
  
  
 **-
            -24 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **8.**  **Share-Based
        Compensation, Continued**
   Summary
        information about the Company's options outstanding all of which are exercisable
        at June 30, 2005:
  Stock
                  Options OutstandingWeightedAverage
              
              AverageOptions
              
              Remaining
              AverageExercise
              Number
              Contractual
              ExercisePrice
              Outstanding
              Life
              Price$0.083
              11,250,000
              3.5
              $0.083$0.250
              5,400,000
              6.2
              $0.25016,650,000
              $4.4
              $0.133
 
  The
        Company issues shares of its common stock to non employees in payment for
        services provided, and issued shares to employees in satisfaction of accrued
        compensation. The Company records the fair value of the shares issued to
        measure
        the cost of the transactions with both non employees and employees. The Company
        does not have a formal share based compensation plan.
   The
          fair
          value of unrestricted shares is determined by the quoted market price at
          the date of the agreement between the Company and the other party. The
          fair value of restricted shares is estimated at the date of each agreement
          using the Black-Scholes Option Model that uses the assumptions noted in
          the
          following table. Expected volatilities are based on historical volatility
          of the
          Company’s common stock. Volatilities increased in 2005 as the per share value of
          the Company’s common stock returned to the levels prior to the 3 for 1 split.
          The risk free rate is based on the U.S. Treasury yield curve in effect
          at the
          measurement date.
  **For
                  the Years Ended June 30,**2005
              
              2004Volatility
              
              
              175%
                  to 736
              %
              
              142%
                  to 278
              %Expected
                  dividends
              
              
              -
              
              
              -Risk-free
                  rate
              
              
              2.18%
                  to 3.66
              %
              
              1.16%
                  to 3.87
              %Expected
                  life of the options
              
              
              1.0
                  to 2.0 years
              
              
              1.0
                  to 2.0 years
 
 
  
 **-
            -25 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **8.**  **Share-Based
        Compensation, Continued**
   A
        summary
        of share activity follows.
  **For
                  the Years Ended June 30,**2005
              
              2004Shares
                  issued to non employees for services:Number
                  of shares issued
              
              
              52,018,996
              
              
              31,394,751Estimated
                  fair value
              
              $
              636,313
              
              $
              1,562,198Shares
                  issued to employees in satisfaction of accrued payroll:Number
                  of shares issued
              
              
              31,762,839
              
              
              8,000,001Estimated
                  fair value
              
              $
              345,879
              
              $
              45,333
 
  **9.**  **Disclosures
        about Fair Values of Financial Instruments**
   The
        estimated fair value amounts of all financial instruments on the Company's
        June
        30, 2005 balance sheet has 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.
   *Notes
        Payable*
   The
        carrying amounts on the balance sheet of the notes payable approximate fair
        value as the effective interest rates approximated the market rate at the
        time
        they were made or rewritten.
  
  
 **-
            -26 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **10.**  **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, after
        adjustment for the 3 for 1 stock split in March 2005, for the period.
   The
        computations of basic and diluted loss per common share are as
        follows:
  **For
                  the Years Ended June 30,**2005
              
              2004Loss
                  per common share, basic and diluted:Numerator:Net
                  loss available to common shareholders
              
              $
              (1,387,984
              )
              $
              (1,791,922
              )Denominator:Weighted
                  average shares - basic and diluted
              
              
              171,223,169
              
              
              101,612,655**Loss
                  per common share, basic and diluted**
              
              **$**
              **(0.01**
              **)**
              **$**
              **(0.02**
              **)**
  
   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:
  **For
                  the Years Ended June 30,**2005
              2004Shares
                  of common stock issuable under:Employee
                  stock options
              15,150,000
              15,150,000Nonemployee
                  stock options
              1,500,000
              1,500,000**Total
                  shares of common stock issuable**
              **16,650,000**
              **16,650,000**
  
  
  
 **-
            -27 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **11.**  **Stock
        Transactions**
   *Shares
        Issued in Satisfaction of Obligations*
   During
        the year ended June 30, 2005, the Company issued 31,191,339 shares of its
        common
        stock to its two officers and sole employees in satisfaction of obligations
        totaling $296,686. The obligations resulted from advances made to the Company.
        The fair value of the common shares issued equaled the amount of obligations
        satisfied.
   During
        the year ended June 30, 2004 the Company issued 8,412,702 shares of its common
        stock to its two officers and sole employees in satisfaction of obligations
        totaling $263,609. The fair value of the common shares issued equaled the
        amount
        of the obligations satisfied.
   *Additional
        Shares Issued to Shareholders for in Lock-Up Agreements*
   During
        the year ended June 30, 2004, the Company issued 176,100 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 the value of the shares on the date the agreement was approved
        by the Company's board of directors. Accordingly, the Company recognized
        $3,240
        of shareholder relations expense.
   **12.**  **Selling,
        General and Administrative Expenses**
   Selling
        expenses for each of the two years in the period ended June 30, 2005 are
        as
        follows:
  **For
                  the Years Ended June 30,**2005
              
              2004Sales
                  and marketing consulting expense
              
              $
              443,526
              
              $
              1,271,147Sales
                  travel
              
              
              67,063
              
              
              9,896Other
              
              
              18,214
              
              
              138**Total
                  selling expenses**
              
              **$**
              **528,803**
              
              **$**
              **1,281,181**
  
  
  
 **-
            -28 -**
 
  **International
        Food Products Group, Inc.**
   **Notes
        to the Financial Statements**
   **As
        of June 30, 2005 and For Each of the Two Years in the Periods Ended June
        30,
        2005**
   **12.**  **Selling,
        General and Administrative Expenses, Continued**
   General
        and administrative expenses for each of the two years in the period ended
        June
        30, 2005 are as follows:
  For
                  the Years Ended June 30,2005
              
              2004Officer
                  salaries
              
              $
              364,553
              
              $
              149,333Accounting
                  fees
              
              
              132,642
              
              
              124,597Legal
                  and professional fees
              
              
              7,946
              
              
              61,090Package
                  design
              
              
              14,000
              
              
              38,420Product
                  development
              
              
              109,524
              
              
              32,549Shareholder
                  relations
              
              
              40,310
              
              
              9,387Other
              
              
              108,167
              
              
              74,484**Total
                  general and administrative expenses**
              
              **$**
              **777,142**
              
              **$**
              **489,860**
  
  
    **-
            -29 -**
  **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.
 
 ITEM
        8B.
        OTHER INFORMATION
 
 None
  **-
            -30 -**
 **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.
 
 **Name**
              **Age
                  Position (1)**Richard
                  Damion
              60Chairman,
                  CEO, Secretary, Treasurer and Director since 1996Joseph
                  R. Rodriguez, Jr.
              55President
                  and Director since 1996Robert
                  George
              69Director
                  since 2001
 
 (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.
 
 **-
            -31 -**
 **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:
 
 Name
                  and principal
                position
              Number
                  of
                late
                  reports
              Transactions
                  not
                timely
                  reported
              Known
                  failures to
                file
                  a required
                formRichard
                  Damion CEO
              1
              0
              1Joseph
                  R. Rodriguez, Jr.
              1
              1
              1Robert
                  George
              0
              0
              1
 
 
 **Item
        10. Executive Compensation**
 
 The
        following table sets forth certain information as to our officers and directors.
 
 **Annual
        Compensation Table**
 
 Annual
                  Compensation
              Long
                  Term CompensationName
              Title
              Fiscal
                  Year
              Salary
              Bonus
              Other
                Annual
                Compensation
              Restricted
                Stock
                Awarded
              Options/
                SARs
                  (#)
              LTIP
                payouts
                  ($)
              All
                  Other
                CompensationRichard
                  Damion
              CEO,
                  Secretary
                Director
              2003
                2004
                2005
              0
                0
                0
              0
                0
                0
              0
                0
                0
              1,014,492
                1,666,667
                16,766,667
              0
                800,000
                0
              0
                0
                0
              0
                0
                0Joseph
                  R. Rodriguez, Jr.
              President
                Director
              2003
                2004
                2005
              0
                0
                0
              0
                0
                0
              0
                0
                0
              707,246
                1,000,000
                7,440,000
              0
                800,000
                0
              0
                0
                0
              0
                0
                0
 
 
 **-
            -32 -**
 **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.
 
 
 
 Common
              Percent
                  ofName
                  and Address
              Shares
              Class
                  (1)Richard
                  Damion (2)
              8,718,351
              17.12%170
                  Newport Center Drive, Suite 260Newport
                  Beach, CA 92660Joseph
                  R. Rodriguez, Jr. (3)
              7,580,212
              14.87%170
                  Newport Center Drive, Suite 260Newport
                  Beach, CA 92660Robert
                  George
              1,450,000
              2.96%170
                  Newport Center Drive, Suite 260Newport
                  Beach, CA 92660All
                  executive officers and directors
              17,748,563
              33.51%as
                  a group (three)
 
 (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.
 
 (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.
 
 
 **-
            -33 -**
 **PART
        IV**
 
 **Item
        13. Exhibits**
 
 Exhibits
 
 10.1
                Cross
                  Marketing Agreement with Silverado Corporation14.1
                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 June 30, 2004 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,
        2005
        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, 2004 and 2005.
 
 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, 2004 and 2005 were $0 and
        $0
        respectively.
 
  1
 **-
            -34 -**
  
 **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:
          January 17, 2006
 
 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:
          January 17, 2006
 
 
 By:
        /s/
        Joseph R. Rodriguez, Jr.
 ------------------------------------------
 Joseph
        R.
        Rodriguez, Jr. Director and
 Principal
        Financial Officer
 Principal
        Accounting Officer
 Date:
          January 17, 2006