**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10KSB**





[X]
            ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      fiscal year ended June 30, 2007





[
      ]
  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)








**895
                Dove Street Third Floor, 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: 600,000,000 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. [X]





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





State
      issuer’s revenues for its most recent fiscal year. $483,897.00.





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 September 17,
      2007
      is $2,470,000.





The
      number of shares of the issuer’s Common Stock outstanding as of September 17,
      2007 is 424,768,501





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








**-
          1 -**




**PART
      I**


**Item
      1. Description of Business**





The
      registrant (sometimes referred to the "Company" or "IFPG") has ceased selling
      its 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. The Company is concentrating on its acquisition of a cheese
      manufacturer which is schedule to acquire on or about October 6, 2007. At that
      time the Company will be a distributor and manufacturer of cheeses.





Employees





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





Government
      Regulations





As
      a
      developer and distributor of food products, the Company is subject to the
      "Federal Food, Drug and Cosmetic Act" and regulations promulgated thereunder,
      by
      the Food and Drug Administration ("FDA"). This comprehensive regulatory agency
      governs the manufacture (including composition and ingredients), labeling,
      packaging and safety of food. The FDA regulates manufacturing practices for
      foods through its current "good manufacturing practices" regulations. It also
      specifies the standards of identity of certain foods, including the products
      sold by the Company. It 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 895
      Dove
      Street, 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**





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 fourth
      quarter of the fiscal year ended June 30, 2007.


**-
          2 -**


**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 IFDGE.OB. Following is the high and low sales prices for each each of
      the
      two years in the period ending June 30, 2006. The quotations reflect
      inter-dealer prices, without retail mark-up, mark-down or commission and may
      not
      represent actual transactions.





Quarter
            High
            LowJul
                - Sep 2005
            0.04
            0.01Oct
                - Dec 2005
            0.04
            0.01Jan
                - Mar 2006
            0.05
            0.01Apr
                - Jun 2006
            0.06
            0.01Jul
                - Sep 2006
            0.05
            0.02Oct
                - Dec 2006
            0.03
            0.01Jan
                -Mar 2007
            0.03
            0.01Apr
                - Jun 2007
            0.02
            0.01





.





At
      September 17, 2007 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.




Recent
      Sales of Unregistered Securities





During
      the year ended June 30, 2007, the Company issued restricted shares of common
      stock to nineteen individuals for various types of consulting services,
      satisfaction of debt and cash consideration. The shares were recorded at their
      fair value as of the date of issuance which ranged from $0.033 to $0.05. The
      transactions were transactions exempt from the registration requirements of
      section 5 of the Securities Act of 1933 pursuant to section 4(2) of the
      Act.


**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation**





THE
      FOLLOWING PRESENTATION OF OUR MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE
      READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL
      INFORMATION INCLUDED ELSEWHERE IN THIS REPORT.





A
      Note
      about Forward-Looking Statements





This Annual
      Report on Form 10-KSB contains "forward-looking statements" within the meaning
      of the Private Securities Litigation Reform Act of 1995 that are based on
      current management's expectations. These statements may be identified by their
      use of words like "plans", "expect", "aim", "believe", "projects", "anticipate",
      "intend", "estimate", "will", "should", "could" and other expressions that
      indicate future events and trends. All statements that address expectations
      or
      projections about the future, including statements about our business strategy,
      expenditures, and financial results are forward-looking statements. We believe
      that the expectations reflected in such forward-looking statements are accurate.
      However, we cannot assure you that such expectations will occur.





Actual
      results could differ materially from those in the forward looking statements
      due
      to a number of uncertainties including, but not limited to, those discussed
      in
      this section. Factors that could cause future results to differ from these
      expectations include general economic conditions, further changes in our
      business direction or strategy; competitive factors, oil and gas exploration
      uncertainties, and an inability to attract, develop, or retain technical,
      consulting, managerial, agents, or independent contractors. As a result, the
      identification and interpretation of data and other information and their use
      in
      developing and selecting assumptions from and among reasonable alternatives
      requires the exercise of judgment. To the extent that the assumed events do
      not
      occur, the outcome may vary substantially from anticipated or projected results,
      and accordingly, no opinion is expressed on the achievability of those
      forward-looking statements. No assurance can be given that any of the
      assumptions relating to the forward-looking statements specified in the
      following information are accurate, and we assume no obligation to update any
      such forward-looking statements. You should not unduly rely on these
      forward-looking statements, which speak only as of the date of this Annual
      Report. Except as required by law, we are not obligated to release publicly
      any
      revisions to these forward-looking statements to reflect events or circumstances
      occurring after the date of this report or to reflect the occurrence of
      unanticipated events.





**-
          3 -**





**Plan
      of Operations**





During
      the past year, we have ceased selling our products and concentrated on closing
      our acquisition of a cheese manufacturer scheduled for October 6, 2007. We
      believe, and stated in our 8K, that this acquisition will enable us to be a
      force within the cheese industry increasing our sales to at least 18 million
      per
      year.





Results
      of Operations for the fiscal years ended June 30, 2007 and 2006.





*Net
      Sales* . Net
      sales for the fiscal year ended June 30, 2007, compared to the fiscal year
      ended
      June 30, 2006, decreased approximately 43% from $853,294 to $483,897, as we
      concentrated on our pending acquisition.




*Cost
      of Sales* . The
      Cost of Sales for fiscal year ended June 30, 2007, was $329,629 or approximately
      68% of net sales, as compared to $23,653, or approximately 3% of net sales
      for
      the fiscal year ended June 30, 2006.





*Selling
      Expenses* .
      Selling expenses for the fiscal year ended June 30, 2007, were $761,837 as
      compared to $778,104 as we continue to invest in marketing support while our
      acquisition is pending.





*General
      and Administrative expenses* .
      General and Administrative expenses for the fiscal year ended June 30, 2007,
      were $521,453 compared to $580,812 as these expenses were reduced by lack of
      activity during the period.





*Interest
      Expense.* Interest
      expense for the fiscal year ended June 30, 2007 was $55,637 compared to $223,651
      in the fiscal year ended June 30, 2006. This decrease is a result of
      substantially less debt on our balance sheet.





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





Our
      total
      assets were $596,846 at June 30, 2007, and consisted primarily of prepaid
      expenses related to stock issuances.





The
      Total
      Shareholders Equity increased from $(890,342), as of the fiscal year ended
      June
      30, 2006, to $224,840 as of the fiscal year ended June 30, 2007.





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.





Material
      events and uncertainties. We anticipate that we will begin to be profitable
      after our acquisition which should be during the second quarter of fiscal year
      2007. For this to happen, we must close the approved financing and continue
      to
      deliver a very successful product..





While
      we
      believe that these statements are accurate, our business is dependent upon
      general economic conditions and various conditions specific to the consumer
      cheese 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.





**-
          4 -**


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 becauseIFPG's
      ability to recover increased costs through higher pricing may be limited by
      the
      competitive environment in which it operates. 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
      sheese 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
      Cheese Costs:





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





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





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





General domestic economic and political conditions


Changes
      in laws and government regulations, including without limitation regulations
      of
      the Securities and Exchange Commission


The
      availability and timing of receipt of necessary outside capital


Other risk factors described from time to time in the Company 's filings with
      the Securities and Exchange Commission.





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


**-
          5 -**







**Item
      7. Financial Statements**





**International
      Food Products Group, Inc.**




**Financial
      Statements**




***June
      30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***


**-
          6 -**





**International
      Food Products Group, Inc.**




**Index
      to the Financial Statements**




***June
      30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***


















Report
                of Independent Registered Public Accounting Firm
            8Financial
                Statements of International Food Products Group, Inc.:Balance
                Sheet, June 30, 2007 & 2006
            9Statements
                of Operations For Each of the Two Years in the Period Ended June
                30,
                2007
            10Statements
                of Shareholders' Deficit For Each of the Two Years in the Period
                Ended
                June 30, 2007
            11Statements
                of Cash Flows For Each of the Two Years in the Period Ended June
                30,
                2007
            12Notes
                to the Financial Statements
            14











**-
          7 -**












REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





THE
      BOARD
      OF INTERNATIONAL FOOD PRODUCTS GROUP, INC.





We
      have
      audited the accompanying balance sheet of International Food Products Group
      as
      of June 30, 2007, and 2006 and the related statements of operations,
      stockholders equity and cash flows for the years then ended. 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 audit.





We
      conducted our audit in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform our audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. The Company is not required to
      have, nor were we engaged to perform, an audit of its internal control over
      financial reporting. Our audit included consideration of internal control over
      financial reporting as a basis for designing audit procedures that are
      appropriate in the circumstances, but not for the purpose of expressing an
      opinion on the effectiveness of the Company's internal control over financial
      reporting. Accordingly, we express no such opinion. 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 audit provides
      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 at June 30, 2007 and 2006 and the results of its’ operations and its’
stockholders equity and cash flows for the periods then ended in conformity
      with
      accounting principles generally accepted in the United States of
      America.


The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. 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 working capital deficit,
      that
      raise substantial doubt about its ability to continue as a going concern. The
      financial statements do not include any adjustments that might result from
      the
      outcome of this uncertainty.













Gruber
      & Company, LLC Saint Louis, Missouri


September
      14, 2007











**-
          8 -**




**International
      Food Products Group, Inc.**




**Balance
      Sheet**




***June
      30,***





2007
              
              2006Current
                  AssetsCash
              
              $
              1,870
              
              $
              2,318Inventory
              
              
              -
              
              
              86,906Prepaid expenses and deposits
              
              
              594,976
              
              
              1,549Total Current Assets
              
              
              596,846
              
              
              90,773**Total
                  assets**
              
              **$**
              **596,846**
              
              
              **90,773***Liabilities
                  and Shareholders’ Deficit*Current
                  LiabilitiesTrade accounts payable
              
              $
              304,358
              
              $
              443,001Accrued compensation costs
              
              
              -
              
              
              346,390Other accrued expenses
              
              
              16,648
              
              
              101,596Notes payable - related parties
              
              
              51,000
              
              
              3,128Note payable - third party
              
              
              -
              
              
              87,000Total current liabilities
              
              
              372,006
              
              
              981,115Commitments
                  and contingenciesShareholders’
                  deficit:Common stock: $.001 par value; 500,000,000 shares
                  authorized;414,363,501 & 270,828,501, issued
              
              
              414,364
              
              
              270,829Additional paid-in capital
              
              
              9,966,550
              
              
              7,810,244Accumulated deficit
              
              
              (10,156,074
              )
              
              (8,971,415
              )**Total
                  shareholders’ equity (deficit)**
              
              
              **224,840**
              
              
              **(890,342**
              **)****Total
                  liabilities and shareholders’ deficit**
              
              **$**
              **596,846**
              
              **$**
              **90,773**
 
 The
      accompanying notes are an integral part of the financial
      statements.





**-
          9 -**







**International
      Food Products Group, Inc.**




**Statements
      of Operations**




***For
      Each of the Two Years in the Period Ended June 30,
      2007***















For
                the years ended June 30,2007
            
            2006Gross
                sales
            
            $
            483,897
            
            $
            853,294Less:
                returns, discounts and allowances
            
            
            -
            
            
            (14,634
            )Net
                sales
            
            
            483,897
            
            
            838,660Cost
                of goods sold
            
            
            329,629
            
            
            815,007Gross
                profit
            
            
            154,268
            
            
            23,653Selling
                expenses
            
            
            761,837
            
            
            778,104General
                and administrative expenses
            
            
            521,453
            
            
            580,812Total
                operating expenses
            
            
            1,283,290
            
            
            1,358,916**Loss
                from operations**
            
            
            **(1,129,022**
            **)**
            
            **(1,335,263**
            **)**Other
                income (expense)Interest
                expense
            
            
            (55,637
            )
            
            (223,651
            )Total
                other expense
            
            
            (55,637
            )
            
            (223,651
            )**Loss
                before provision for income taxes**
            
            
            **(1,184,659**
            **)**
            
            **(1,558,914)**
            **)**Provision
                for income taxes
            
            
            -
            
            
            (1,175
            )**Net
                loss**
            
            **$**
            **(1,184,659**
            **)**
            **$**
            **(1,560,089**
            **)****Net
                loss per share, basic and diluted**
            
            **$**
            **(0.00**
            **)**
            **$**
            **(0.01**
            **)****Shares
                used in per-share calculation, basic and diluted**
            
            
            **348,094,751**
            
            
            **252,327,320**





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









**-
          10 -**







**International
      Food Products Group, Inc.**




**Statements
      of Shareholders' Deficit**




***For
      Each of the Two Years in the Period Ended June 30,
      2007***














AdditionalCommon
            
            Common
            
            Paid-in
            
            AccumulatedShares
            
            Stock
            
            Capital
            
            Deficit
            
            Total**Balance
                June 30, 2005**
            
            
            **241,186,834**
            
            **$**
            **241,187**
            
            **$**
            **6,691,062**
            
            **$**
            **(7,411,326**
            **)**
            **$**
            **(479,077**
            **)**Shares
                issued for cash
            
            
            7,760,000
            
            
            7,760
            
            
            168,740
            
            
            -
            
            
            176,500Shares
                issued for services and fees
            
            
            21,881,667
            
            
            21,882
            
            
            950,442
            
            
            -
            
            
            972,324Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            (1,560,089)
            
            
            (1,560,089)**Balance,
                June 30, 2006**
            
            
            **270,828,501**
            
            
            **270,829**
            
            
            **7,810,244**
            
            
            **(8,971,415**
            **)**
            
            **(890,342**
            **)**Shares
                issued for cash
            
            
            3,959,000
            
            
            3,959
            
            
            46,106
            
            
            -
            
            
            50,065Shares
                issued for services
            
            
            139,576,000
            
            
            139,576
            
            
            2,110,200
            
            
            -
            
            
            2,249,776Net
                Loss
            
            
            
            
            
            
            
            
            
            
            
            (1,184,659)
            
            
            (1,184,659)**Balance,
                June 30, 2007**
            
            
            **414,363,501**
            
            **$**
            **414,364**
            
            **$**
            **9,966,550**
            
            **$**
            **(10,156,074**
            **)**
            **$**
            **224,840**






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









**-
          11 -**




**International
      Food Products Group, Inc.**




**Statements
      of Cash Flows**




***For
      Each of the Two Years in the Period Ended June 30,
      2007***














For
                the Years Ended June 30,2007
            
            2006*Cash
                flows from operating activities:*Net loss
            
            $
            (1,184,659
            )
            $
            (1,560,089
            )Adjustments to reconcile net loss to net cash used by operating
                activities:Interest accrued on notes payable - related parties paid with
                shares
            
            
            -
            
            
            725Shares issued for services and loan fees
            
            
            2,249,776
            
            
            923,393Decrease (increase) in assets:Inventory
            
            
            86,906
            
            
            (86,906)Prepaid expenses
            
            
            (593,427)
            
            
            6,255
            )Other assets
            
            
            -
            
            
            180Increase (decrease) in liabilities:Accounts payable
            
            
            (138,643)
            
            
            158,197Accrued compensation costs
            
            
            (346,390)
            
            
            287,877Accrued expenses
            
            
            (84,948)
            
            
            42,653**Net
                cash provided by (used in) operating activities**
            
            
            **(11,385**
            **)**
            
            **(227,815**
            **)***Cash
                flows provided by (used in) investing activities:*Change in restricted cash
            
            
            -
            
            
            200,120**Net
                cash provided by (used in) investing activities**
            
            
            **-**
            
            
            **200,120**




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












**-
          12 -**




**International
      Food Products Group, Inc.**




**Statements
      of Cash Flows**




***For
      Each of the Two Years in the Period Ended June 30,
      2007***











For
                the Years Ended June 30,2007
            
            2006*Cash
                flows provided by (used in) financing activities:*$
            
            
            $Payment on notes payable
            
            
            (39,128
            )
            
            (753,872
            )Proceeds from notes payable
            
            
            -
            
            
            807,424Sales of shares of common stock
            
            
            50,065
            
            
            176,500**Net
                cash provided by (used in) financing activities**
            
            
            **10,937**
            
            
            **230,052****Net
                increase (decrease) in cash**
            
            
            **(448)**
            
            
            **2,237****Cash
                at beginning of year**
            
            
            **2,318**
            
            
            **81****Cash
                at end of year**
            
            **$**
            **1,870**
            
            **$**
            **2,318***Supplemental
                Disclosures of Cash Flow Information*For
                the Years Ended June 30,2007
            
            
            2006Interest
                paid - third parties
            
            $
            
            
            
            22,000Income
                taxes paid
            
            $
            -
            
            $
            1,175*Supplemental
                Schedule of Non-cash Investing and Financing
                Activities*For
                the Years Ended June 30,2006
            
            
            2005Issuance
                of shares in satisfaction of notes payable including accrued
                interest:$
            
            
            $Notes payable - third parties
            
            $
            
            
            $
            49,031





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









**-
          13 -**









**International
      Food Products Group, Inc.**





**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***
















**1.**  **Summary
      of Significant Accounting Policies**




*Revenue
      Recognition*




Product
      revenues are recognized upon shipment to the customers. Provisions for discounts
      and rebates to customers, estimated returns and allowances, and other
      adjustments are provided for in the same period the related revenues are
      recorded.




*Cash*




The Company has no requirement for compensating balances.




*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, 2007, 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.
      Inventory at June 30, 2007 was zero.




*Fair
      Value of Financial Instruments*




Statement
      of Financial Accounting Standards (“SFAS”) No. 107: *Disclosures
      About Fair Value of Financial Instruments* ,
      requires management to disclose the estimated fair value of certain assets
      and
      liabilities defined by SFAS No. 107 as financial instruments. Financial
      instruments are generally defined by SFAS No. 107 as cash and cash equivalents,
      evidence









**-
          14 -**




**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***
















**1.**  **Summary
      of Significant Accounting Policies, Continued**




*Fair
      Value of Financial Instruments, Continued*




of
      ownership interest in equity, or a contractual obligation that both conveys
      to
      one entity a right to receive cash or other financial instruments from another
      entity and imposes on the other entity the obligation to deliver cash or other
      financial instruments to the first entity.




At
      June
      30, 2007, the Company’s financial instruments are cash and cash equivalents,
      accounts payable-trade, accrued liabilities and notes payable. The recorded
      values of cash and cash equivalents and accounts payable and accrued liabilities
      approximate their fair values based on their short-term nature. The recorded
      value of the notes payable approximates the fair value, as interest approximates
      market rates.




*Income
      Taxes*




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




The
      Company currently has net operating loss ("NOL") carryforwards that can be
      utilized to offset future income for federal and state tax purposes. The NOL's
      generate a significant deferred tax asset. However, the Company has recorded
      a
      valuation allowance against this deferred tax asset as it has been determined
      that it is more likely than not that the Company will not generate future income
      that the NOL's could offset.














**-
          15 -**






**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***








**1.**  **Summary
      of Significant Accounting Policies, Continued**









*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,
      2007.




*Advertising
      Costs*




Advertising
      costs are expensed as incurred. There were no advertising costs during 2006
      and
      2005.


.


**


*Interest Expense*




Interest
      expense, including loan fees paid through the issuance of shares of the
      Company’s common stock, relate to borrowings, the proceeds of which were used to
      acquire products sold to others.









**-
          16 -**




**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***


















**1.**  **Summary
      of Significant Accounting Policies, Continued**




*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
      and the valuation of share-based compensation. 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 statement




*New
      Accounting Pronouncements*




In
      September 2006, the Financial Accounting Standards Board ("FASB") issued
      Statement of Financial Accounting Standards ("SFAS") No. 157, *Fair
      Value Measurements* . This
      Statement defines fair value, establishes a framework for measuring fair value
      in generally accepted accounting principles, and expands disclosures about
      fair
      value measurements. This Statement applies under other accounting pronouncements
      that require or permit fair value measurements. This Statement does not require
      any new fair value measurements. The Company does not expect the adoption of
      this statement to have a material impact on its financial position, results
      of
      operations or cash flows.




In
      November 2004, the FASB issued SFAS No. 151, *Inventory
      Costs.* This
      Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing,” to
      clarify the accounting for abnormal amounts of idle facility expense, freight,
      handling costs, and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter
      4, previously stated that “...under some circumstances, items such as idle
      facility expense, excessive spoilage, double freight, and rehandling costs
      may
      be so abnormal as to require treatment as current period charges...” This
      Statement requires that those items be recognized as current-period charges
      regardless of whether they meet the criterion of “so abnormal.” In addition,
      this Statement requires that











**-
          17 -**






**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***
















**1.**  **Summary
      of Significant Accounting Policies, Continued**




*New
      Accounting Pronouncements, Continued*




allocation
      of fixed production overheads to the costs of conversion be based on the normal
      capacity of the production facilities. The Company does not expect the adoption
      of this statement to have a material impact on its financial position, results
      of operations or cash flows.







**2.**  **Equipment**




Equipment
                consisted of the following as of June 30, 2007:Computer equipment
            
            $
            35,090Furniture and fixtures
            
            
            2,42437,514Less: accumulated depreciation
            
            
            (37,514
            )**Total
                equipment**
            
            
            **-**




Depreciation
      expense for the year ended June 30, 2007 was $0. Equipment was fully depreciated
      at June 30, 2006.






**3.**  **Accounts
      Payable**






Included
      in Accounts Payable is a payable to a vendor of the Company who supplied
      packaging for the Company's products during the period from fiscal year 2000
      through fiscal year 2002 and obtained a judgment in the California Superior
      Court against the Company for the amounts due for the products that were
      provided and court-awarded attorney’s fees. This judgment awarded by the court
      to the vendor has been recorded, and a lien has been filed in the amount of
      $137,767.









**-
          18 -**




**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***


















**4.**  **Notes
      Payable**


:




Note
                payable to related party who is an officer, director and major
                shareholder; the note is uncollateralized with interest. @10% due
                on
                demand
            
            $
            51,000






**5.**  **Deferred
      Income Taxes**






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








**For
                the Years Ended June 30,**2007
            
            2006Current tax expense:Federal
            
            
            -
            
            
            -State
            
            $
            -
            
            $
            1,175-
            
            
            1,175Deferred tax expense:Federal
            
            
            -
            
            
            -State
            
            
            --
            
            
            
            
            
            -**Total provision**
            
            **$**
            **-**
            
            **$**
            1,175











**-
          19 -**




**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***


















**5.**  **Deferred
      Income Taxes, Continued**






Significant
      components of the Company's deferred income tax assets and liabilities at June
      30, 2007 and 2006 are as follows:





**For
                the Years Ended June 30,**2006
            
            2005Deferred
                income tax assets:Net operating loss carryforward
            
            $
            3,301,684
            
            $
            2,063,191Allowance and reserves
            
            
            -
            
            
            -Other
            
            
            -
            
            
            -Total deferred income tax asset
            
            
            3,301,684
            
            
            2,063,191Valuation allowance
            
            
            (3,301,684
            )
            
            (2,063,191
            )**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.






Reconciliation
      of the effective tax rate to the U.S. statutory rate is as follows:





**For
                the Years Ended June 30,**2006
            
            2005Tax
                benefit at U.S. statutory rate
            
            
            (34.0)
            %
            
            (34.0.)
            %State
                tax provision
            
            
            -
            
            
            -Other
            
            
            -
            
            
            (2.0)Stock-based
                compensation
            
            
            29.9
            
            
            24.9Change
                in valuation allowance
            
            
            4.0
            
            
            12.2**Effective
                income tax rate**
            
            
            **.1**
            **%**
            
            **1.1**
            **%**




The
      Company also has federal and state net operating loss carryforwards of
      $6,051,905 . The federal net operating loss carryforwards will begin to expire
      in the years 2018.




**-
          20 -**






**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***













**6.**  **Commitments**






The
      Company rents its corporate office on a month to month basis. .






**7.**  **Going
      Concern -**




The
      Company has incurred net losses for the year of $1,184,659. The company has
      a
      negative current ratio and is in default of an obligation. Managements plans
      include an acquisition of a food company which it believes will lead to profits,
      significant revenue and significant funding.


No
      assurances can be given that the Company will be able to raise the capital
      required to implement its business plan. In addition even if the Company is
      able
      to achieve distribution of its products, there is no assurance that there will
      be sufficient sell-through of those products to warrant reorders, that reliable
      sources of products will be retained or that the company will be able to sustain
      levels of sales at prices that generate sufficient gross profit to cover
      expenses. 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.






**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,
      2007. 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, 2007. There were no changes during the years then ended
      June 30, 2007 and 2006. All options granted are fully vested at June 30, 2007
      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.









**-
          21 -**




**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2006 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2006***


















**8.**  **Share-Based
      Compensation, Continued**





WeightedAverageShares
            
            Exercise
                PriceBalance,
                June 30, 2005
            
            
            16,650,000
            
            $
            0.133Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Canceled
            
            
            -
            
            
            -Balance,
                June 30, 2006
            
            
            16,650,000
            
            
            0.133Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Canceled
            
            
            -
            
            
            -**Balance,
                June 30, 2007**
            
            
            **16,650,000**
            
            **$**
            **0.133**Exercisable
                at June 30, 2006
            
            
            16,650,000
            
            $
            0.133Exercisable
                at June 30, 2007
            
            
            16,650,000
            
            $
            0.133




Summary
      information about the Company's options outstanding all of which are exercisable
      at June 30, 2007:




Stock
                Options OutstandingWeightedAverage
            
            
            
            
            
            AverageOption
            
            
            
            
            
            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
      measurement date of each issuance. The fair value of restricted shares is
      estimated at the measurement date of each issuance using the Black-Scholes
      Option Model that uses the assumptions noted in the following table. Expected
      volatilities are based on historical











**-
          22 -**






**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***


















**8.**  **Share-Based
      Compensation, Continued**




volatility
      of the Company’s common stock. 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,**2007
            2006Volatility
            175%
                to 736%
            175%
                to 736%Expected dividends
            -
            -Risk-free rate
            2.18%
                to 3.66%
            2.18%
                to 3.66%Expected life of the options
            1.0
                to 2.0 years
            1.0
                to 2.0 yearsA
                summary of share activity follows.**For
                the Years Ended June 30,**2007
            2006Shares issued to non employees for services:Number of shares issued
            61,350,000
            52,018,996Estimated fair value
            $613,500
            $626,313Shares issued to employees in satisfaction of accrued
                payroll:Number of shares issued
            25,000,000
            31,762,839Estimated fair value
            $250,000
            $345,879




**9.**  **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..




The
      computations of basic and diluted loss per common share are as
      follows:





**For
                the Years Ended June 30,**2007
            
            2006Loss per common share, basic and diluted:Numerator:Net loss available to common shareholders
            
            $
            (1,184,659
            )
            $
            (1,541,212
            )Denominator:Weighted average shares - basic and diluted
            
            
            348,094,751
            
            
            252,327,320**Loss per common share, basic and diluted**
            
            **$**
            **(0.00**
            **)**
            **$**
            **(0.01**
            **)**




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.









**-
          23 -**






**International
      Food Products Group, Inc.**




**Notes
      to the Financial Statements**




***As
      of June 30, 2007 and***


***For
      Each of the Two Years in the Period Ended June 30,
      2007***


















**9.**  **Loss
      Per Share, Continued**






Common
      shares reserved for future issuance are as follows:





**For
                the Years Ended June 30,**2007
            2006Shares
                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**


**10.**
            **Related
                Party Transactions and Prepaid
                Expenses**





Prepaid
      expenses represent shares of restricted stock issued to the Company’s President,
      pursuant to an employment agreement and expensed over the life of the agreement
      which is two years. At June 30 , 2007
      the
      agreement which has two components will expire in December 31, 2007 and December
      31, 2008.





The
      Company is also obligated to a related party pursuant to a note agreement for
      $51,000 as enumerated in note 4 to these financial statements.




**11.**  **Stock
      Transactions**






During
      the year ended June 30, 2007 the Company issued 143,535,000 shares of its common
      stock, 139,576,000 to consultants for services and for loan fees, and 3,959,000
      for cash. The shares were valued at their value at the date of issuance.







**-
          24 -**


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





On
      February 12, 2007, we changed accounting firms from Kelly and Company, and
      on
      February 12, 2007, engaged Gruber and Company LLC. The change was approved
      by
      our board of directors. We have had no disagreements with our accountants on
      accounting or financial and did not consult our new accountants on any matter
      prior to their retention.


**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


**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)**Ketan
                Mehta
            45PresidentRichard
                Damion
            62Chairman,
                CEO, Secretary, Treasurer and Director since 1996Joseph
                R. Rodriguez, Jr.
            57CFO
                and Director since 1996Robert
                George
            71Director
                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.








**-
          25 -**




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.





Ketan
      Mehta has for the past five years and prior to joining the Company as its
      president during the fiscal year ended June 30, 2007, been self employed as
      a
      business consultant and as a business broker. In this capacity he has advised
      businesses regarding potential business acquisitions, business sales, mergers,
      and various forms of business capitalizations and workout situations.
      -


**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
            0
            0
            0Joseph
                R. Rodriguez, Jr.
            0
            0
            0Robert
                George
            0
            0
            0Ketan
                Mehta
            0
            0
            0





**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
            2005
              2006
              2007
            0
              0
              0
            0
              0
              0
            0
              0
              0
            16,766,667
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0Joseph
                R. Rodriguez, Jr.
            CFO
              Director
            2005
              2006
              2007
            0
              0
              0
            0
              0
              0
            0
              0
              0
            7,440,000
              0
              0
            0
              0
              0
            0
              0
              0
            0
              0
              0Ketan
                Mehta
            President
            2007
            0
            0
            0
            80,000,000
            0
            0
            0








**-
          26 -**




**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 September 20, 2007 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)
            57,643,457
            14%895
                Dove Street, 3rdFloorNewport
                Beach, CA 92660Joseph
                R. Rodriguez, Jr. (3)
            38,814,574
            9%895
                Dove Street, 3rdFloorNewport
                Beach, CA 92660Robert
                George
            6,784,998
            2%895
                Dove Street, 3rdFloorNewport
                Beach, CA 92660Ketan
                Mehta
            82,540,000
            19%895
                Dove Street, 3rdFloorNewport
                Beach, CA 92660All
                executive officers and directors
            171,283,029
            40%as
                a group (four)





(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 57,643,457 common shares held by Mr. Damion, 51,643,457 shares are owned
      outright. The remaining 6,000,000 shares are shares which can be acquired by
      Mr.
      Damion through the exercise of options.





(3)
      Of
      the 38,814,574 common shares held by Mr. Rodriguez, 32,814,574 shares are owned
      outright. The remaining 6,000,000 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.











**-
          27 -**




**PART
      IV**





**Item
      13. Exhibits**





Exhibits





14.1
            Code
                of Ethics (included with Form 10-KSB filing on Nov. 16,
                2004.)31.1
            Certification
                of CEO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c)
                as
                adopted pursuant to section 302 of the Sarbanes-Oxley act of
                2002.31.2
            Certification
                of CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c)
                as
                adopted pursuant to section 302 of the Sarbanes-Oxley act of
                2002.32.1
            Certification
                of CEO pursuant to 18 U.S.C. section 1350, as adopted pursuant to
                section
                906 of the Sarbanes-Oxley act of 2002.32.2
            Certification
                of CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to
                section
                906 of the Sarbanes-Oxley act of
                2002.




**Item
      14. Principal Accountant Fees and Services**





Audit
      Fees. The aggregate fees billed by our auditors for professional services
      rendered in connection with the audit of our annual financial statements for
      the
      fiscal year ended June 30, 2007 was approximately $10,000. 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,
      2006
      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, 2007 and 2006.





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, 2007 and 2006 were $0 and $0
      respectively.










**-
          28 -**




**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:
      September 28, 2007





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:
      September 28, 2007





By:
      /s/
      Joseph R. Rodriguez, Jr.


------------------------------------------


Joseph
      R.
      Rodriguez, Jr. Director and


Principal
      Financial Officer


Principal
      Accounting Officer


Date:
      September 28, 2007








**-
          29 -**