1
                                  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,  2003
                                    ---------------

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

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

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


          NEVADA                                          33-0903004
----------------                                          ----------
(State  or  other  jurisdiction  of                    (I.R.S.  Employer
incorporation  or  organization)                    Identification  Number)

180  NEWPORT  CENTER  DRIVE,  SUITE  180
NEWPORT  BEACH,  CA                                         92660
-------------------                                         -----
(Address  of  principal executive offices)               (Zip Code)

Registrant's  telephone  number,  including  area  code:     (949)  720-8470
                                                             ---------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  none

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

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

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

Revenues  for  the  fiscal  year  ending  June  30,  2003  were  $  196,619.

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 13,
2003  is  $  5,833,462.70.

The  number  of  shares of the issuer's Common Stock outstanding as of September
30,  2003  is  30,373,760.

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

<PAGE>
                                    PART  I

ITEM  1.  DESCRIPTION  OF  BUSINESS

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

During fiscal 2002 we continued developing a distribution network for our Golden
Choice line of salty snack food products.  In 2003 we concluded that the cost to
develop  this  network  exceeded  our  resources,  and  commenced  identifying
internationally  produced  products  for  distribution  in  the  U.S.

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  are  finalizing our first sale of freeze dried organic Colombian coffee.  We
expect  to  finance  this transaction with back to back international letters of
credit.  We  have ordered the product for December, 2003 shipment and expect the
terms  of  our  sale  to  be  finalized  in  November,  2003.

We  are  discussing  sales  of  these  and  other Colombian coffee products with
several  customers  and  expect  these  products  to  be  well  received.

The  packaging  of  our  frozen  vegetables and home cleaning products are being
finalized.  We  have had discussions with several customers about these products
and  expect  the  first shipments to occur in the fourth fiscal quarter of 2004.

                                     2

<PAGE>

We  entered  into  a  brokerage agreement with a major import/export company for
several of their products.  Our first brokerage transaction under this agreement
occurred  in  October,  2003.

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

ITEM  2.  DESCRIPTION  OF  PROPERTY

Third  party  contractors  produce  and  ship  the  products  of  IFPG.
Accordingly,  the  only  facilities  utilized  by  IFPG  are  500  square  feet
of office space located at 180 Newport Center Drive,  Suite 180,  Newport Beach,
California.  IFPG  occupies  the  space  pursuant  to  a  lease  agreement  in
which  the  lease  is  renewed  annually.  IFPG  believes  that  if  it  should
ever lose the  lease,  it would not be  difficult  to  obtain a  comparable  and
satisfactory  office  location.

ITEM  3.  LEGAL  PROCEEDINGS

Anita's  Mexican  foods  Corp.  has  filed a complaint in Orange County Superior
Court  alleging that it is owed approximately $34,615.00 by the Company for food
products

                                     3

<PAGE>

delivered  to the Company.  The Company is defending against the claim
and is alleging offsets and losses resulting from its business dealings with the
plaintiff.

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,  2003.

                                     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
quarter  beginning  with  the  fourth  calendar quarter of 2002 through June 30,
2003.  The  quotations  reflect  inter-dealer  prices,  without  retail mark-up,
mark-down  or  commission  and  may  not  represent  actual  transactions.
<TABLE>
<CAPTION>



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

Oct - Dec 2002  0.550  0.200
Jan - Mar 2003  0.350  0.140
Apr - Jun 2003  0.301  0.170
</TABLE>



On  the  date  of this filing, being October 14, 2003, the best bid price of our
common  shares  is  $0.250  and  the  best  ask  price  is  $0.270.

At October 14, 2003 there were approximately 240 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
<PAGE>

RECENT  SALES  OF  UNREGISTERED  SECURITIES

In  or  around December, 2002, the Company issued 612,465 shares of common stock
to  existing  shareholders  of the Company in exchange for the agreement of such
shareholders  to  restrict  the  transfer  of  certain shares already held.  All
shares issued were exempt from registration under section 4(2) of the Securities
Act  of  1933  due to the fact they were issued to existing  shareholders of the
Company  in  a  transaction  not  involving  any  public  offering.

On April 8, 2003, the Company issued 40,000 shares of the Company's common stock
for  sales  and  marketing  services  to  outside  contractors.  The shares were
recorded  at  $0.235 per share.  The shares issued were exempt from registration
under  section  4(2)  of  the  Securities  Act of 1933 due to the fact they were
issued  in  an  isolated  transaction  to  a  party close to the Company and not
involving  any  public  offering.

On  April  15,  2003,  the Company issued 165,000 shares of the Company's common
stock  for sales and marketing services to outside contractors.  The shares were
recorded  at  $0.19  per share.  The shares issued were exempt from registration
under  section  4(2)  of  the  Securities  Act of 1933 due to the fact they were
issued  in  an  isolated  transaction  to  a  party close to the Company and not
involving  any  public  offering.

On June 3, 2003, the Company issued 730,435 shares of the Company's common stock
to  employees  as  payment for salaries that were previously accrued and unpaid.
The  shares  were  valued  at  $0.115.   The  shares  issued  were  exempt  from
registration  under  section  4(2) of the Securities Act of 1933 due to the fact
they  were  issued  in isolated transactions to parties close to the Company and
not  involving  any  public  offerings.


On June 16, 2003, the Company issued 60,000 shares of the Company's common stock
for  sales  and  marketing  services  to  outside  contractors.  The shares were
recorded  at  $0.25  per share.  The shares issued were exempt from registration
under  section  4(2)  of  the  Securities  Act of 1933 due to the fact they were
issued  in  an  isolated  transaction  to  a  party close to the Company and not
involving  any  public  offering.


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

The  following  discussion  and  analysis should be read in conjunction with the
information  set  forth  in  the audited financial statements for the year ended
June  30,  2003,  and  June  30,  2002.

Plan  of  Operations

During  the  past year, IFPG has developed into an international importer and U.
S.  representative  for various domestic and foreign product companies.  Some of
the  products  represented  include  premium  coffees  from  Columbia,  Organic
vegetables from

                                      5

<PAGE>

Asia, breath strips from Japan, upscale potato chips from a U.S.
manufacturer,  among others. In conjunction with these new products, IFPG is now
being  represented by a national broker/distributor network that will market and
sell the Company's expanding product lines.  IFPG expects the sales of these new
items  along  with  its  existing  product  lines  to  begin  shortly  with  the
expectation  of  rapidly  growing  sales  revenues.

During fiscal 2002 we continued developing a distribution network for our Golden
Choice line of salty snack food products.  In 2003 we concluded that the cost to
develop  this  network  exceeded  our  resources,  and  commenced  identifying
internationally  produced  products  for  distribution  in  the  U.S.

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  are  finalizing our first sale of freeze dried organic Colombian coffee.  We
expect  to  finance  this transaction with back to back international letters of
credit.  We  have ordered the product for December, 2003 shipment and expect the
terms  of  our  sale  to  be  finalized  in  November,  2003.

We  are  discussing  sales of these and other of  Colombian coffee products with
several  customers  and  expect  these  products  to  be  well  received.

The  packaging  of  our  frozen  vegetables and home cleaning products are being
finalized.  We  have had discussions with several customers about these products
and  expect  the  first shipments to occur in the fourth fiscal quarter of 2004.

We  entered  into  a  brokerage agreement with a major import/export company for
several of their products.  Our first brokerage transaction under this agreement
occurred  in  October,  2003.

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

Results  of  Operations  for  the  fiscal  years  ended  June 30, 2003 and 2002.

                                     6

<PAGE>

Net  Sales.  Net  sales for the fiscal year ended June 30, 2003, compared to the
fiscal  year  ended  June 30, 2002, decreased approximately 55% from $377,637 to
$170,152.  This  decrease is a result of our change of focus to our new lines of
foreign and domestic products.  The Company is in the process of raising capital
to  develop a sales force, purchase inventory and plan marketing and promotional
strategies  to  sell  its  products.

Cost  of  Sales.  The  Cost  of  Sales  for fiscal year ended June 30, 2003, was
$305,891  or  approximately  180%  of  net  sales,  as  compared to $277,169, or
approximately 74% of net sales for the fiscal year ended June 30, 2002.  Cost of
Sales  increased  during  this  period  primarily  because  the  Company  took a
provision  for  slow  moving  inventory of $155,989, increasing Cost of Sales by
approximately  104%.

Selling  Expenses.  Selling  expenses  for  the fiscal year ended June 30, 2003,
were  $98,178  or  approximately  58%  of net sales, as compared to $191,498, or
approximately 51% of net sales for the fiscal year ended June 30, 2002.  Selling
expenses  as  a percentage of net sales remained relatively constant during this
period.

General  and  Administrative  expenses.  General and Administrative expenses for
the  fiscal year ended June 30, 2003, were $427,556 or approximately 251% of net
sales,  as  compared  to  $1,368,568, or approximately 362% of net sales for the
fiscal  year  ended  June  30,  2002.

Other  Income  (Expense). Other Income including interest income and expense for
the  fiscal  year  ended  June  30, 2003, compared to fiscal year ended June 30,
2002,  decreased from  $(5,239) to $(14,820).    This decrease was the result of
an  increase  in  interest  expense  for  the  period.

Net  Income  (Loss).  For the fiscal year ended June 30, 2003, the Company had a
net  loss  of  $(677,093)  or  $(0.03)  per  share  as compared to a net loss of
$(1,465,637)  or  $(0.06)  per  share  for  the fiscal year ended June 30, 2002.

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.   IFPG's principal
sources  of liquidity as of June 30, 2003, consisted of approximately $15,722 in
cash  and  cash  equivalents.

 Total  assets  decreased  from $208,546, for the period ended June 30, 2002, to
$70,550.51,  for  the  period ended June 30, 2003.  This decrease was due to the
write off of slow moving inventory of approximately $155,000.  Total liabilities
increased  from  $341,530, as of the period ended June 30, 2002, to $512,980 for
the  period ended June 30, 2003.  This increase was primarily due to an increase
in  accounts  payable  of  approximately  $56,000,  an  accrued claim payable of
$25,000  and  to  an  increase  in  notes  payable  of  approximately  $111,000.

The  Total  Shareholders Equity decreased from $(132,984), as of the fiscal year
ended  June  30,  2002, to $(442,429) as of the fiscal year ended June 30, 2003.

                                     7

<PAGE>

Material  events  and  uncertainties.  IFPG anticipates that it will begin to be
profitable during the third quarter of fiscal year 2004.  For this to happen the
Company must be successful in delivering its products to the marketplace.  Prior
to  this,  IFPG  will  continue  to  raise  additional  capital, factor accounts
receivable  or  obtain  debt  financing.  Additionally,  IFPG  must  be  able to
continue  to  develop  markets  and  gain  consumer  acceptance of its products.

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

Management  is  of  the  opinion  that  IFPG's  current  sources  of  cash  are
insufficient  for  the ensuing twelve months.  IFPG intends, prior to the end of
the twelve months, to raise additional capital through a private stock offering.

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.  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  snack  food  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.  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

                                     8

<PAGE>

supply of product to IFPG and if IFPG is unable
to  pass  on  price  increases  to  its  customers.

Freight  Costs:

The cost to ship product is the single most important cost to reduce.  IFPG must
continue  to find new and cost effective ways to reduce its freight costs.  IFPG
must  continue  to  manufacture as close as possible to its customers and reduce
orders  that  are  less  than  truckload in size.  If IFPG is not able to reduce
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.

                                      9
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS

                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                              FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003

                                      10
<PAGE>

                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        INDEX TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003

<TABLE>
<CAPTION>



<S>                                                               <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . .  F-1

Financial Statements of International Food Products Group, Inc.:

Balance Sheets, June 30, 2003 and 2002 . . . . . . . . . . . . .  F-2

Statements of Operations For Each of the Two Years in
 the Period Ended June 30, 2003. . . . . . . . . . . . . . . . .  F-3

Statements of Shareholders' Deficit For Each of the Two
Years in the Period Ended June 30, 2003. . . . . . . . . . . . .  F-4

Statements of Cash Flows For Each of the Two Years in
 the Period Ended June 30, 2003. . . . . . . . . . . . . . . . .  F-5

Notes to the Financial Statements. . . . . . . . . . . . . . . .  F-7
</TABLE>


<PAGE>

                         REPORT OF INDEPENDENT AUDITORS


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

We  have  audited the accompanying balance sheets of International Food Products
Group,  Inc.  as  of  June  30,  2003  and  2002  and  the related statements of
operations,  shareholders'  deficit  and cash flows for each of the two years in
the  period  ended  June  30,  2003.  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 auditing standards generally accepted
in  the  United  States  of  America.  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, 2003 and 2002, and the results of its operations and
its  cash  flows for each of the two years in the period ended June 30, 2003, 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. As discussed in Note 10, Financial
Results,  Liquidity  and  Management's  Plan  to  the  financial statements, the
Company  has  suffered  recurring  losses  from  operations,  has  difficulties
generating  sufficient  cash  flow  to  meet  its  obligations  and  sustain its
operations,  and  has  a stockholders' capital deficiency that raise substantial
doubt  about  its  ability  to  continue  as  a going concern. Additionally, the
Company  has  discontinued  food  products operations and currently has plans to
embark  on  a  new  sales program related to imported products that will require
significant  financing.  Management's  plans in regard to these matters are also
described  in  Note  10. The financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

/s/Kelly  &  Company

Kelly  &  Company
Costa  Mesa,  California
October  13,  2002

                                      F-1

<PAGE>
                    INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                                 BALANCE SHEETS
                         AS OF JUNE 30, 2003 AND 2002
-----------------------------------------------------------------------------



<TABLE>
<CAPTION>


                                  Assets

                                                                     2003          2002
                                                                ------------  ------------
Current assets:
<S>                                                              <C>           <C>
   Cash   . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    15,722   $     3,727
   Trade accounts receivable. . . . . . . . . . . . . . . . . .       46,730             -
   Inventories, net . . . . . . . . . . . . . . . . . . . . . .            -       191,729
   Prepaid expenses . . . . . . . . . . . . . . . . . . . . . .        1,135         2,143
                                                                ------------  ------------
      Total current assets  . . . . . . . . . . . . . . . . . .       63,587       197,599


Property and equipment, net . . . . . . . . . . . . . . . . . .          672         4,655
Intangible assets, net  . . . . . . . . . . . . . . . . . . . .        5,292         5,292
Other asset . . . . . . . . . . . . . . . . . . . . . . . . . .        1,000         1,000
                                                                ------------  ------------
TOTAL ASSETS  . . . . . . . . . . . . . . . . . . . . . . . . .  $    70,551   $   208,546
                                                                ============  ============
                     Liabilities and Shareholders' Deficit
Current liabilities:
   Trade accounts payable . . . . . . . . . . . . . . . . . . .  $   331,913   $   275,753
   Disputed claim . . . . . . . . . . . . . . . . . . . . . . .       25,000             -
   Accrued expenses . . . . . . . . . . . . . . . . . . . . . .          565        22,690
   Notes payable - third party. . . . . . . . . . . . . . . . .       34,788        31,722
   Notes payable - related party. . . . . . . . . . . . . . . .      120,714        11,365
                                                                ------------  ------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . .      512,980       341,530
                                                                ------------  ------------
Commitments and contingencies

Shareholders' deficit:
   Common stock: $.001 par value; 50,000,000 shares
    authorized; 26,076,702 and 21,523,803 shares
    issued and outstanding at June 30, 2003 and 2002,
    respectively. . . . . . . . . . . . . . . . . . . . . . . .       26,076        21,524
   Additional paid-in capital . . . . . . . . . . . . . . . . .    3,762,915     3,399,819
   Accumulated deficit. . . . . . . . . . . . . . . . . . . . .   (4,231,420)   (3,554,327)
                                                                 ------------  ------------
TOTAL SHAREHOLDERS' DEFICIT . . . . . . . . . . . . . . . . . .     (442,429)     (132,984)
                                                                 ------------  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT . . . . . . . . . .  $    70,551   $   208,546
                                                                 ============  ============
</TABLE>

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

                                        F-2


<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                            STATEMENTS OF OPERATIONS
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003


<TABLE>
<CAPTION>



                                                              2003          2002
                                                          ------------  ------------
<S>                                                       <C>           <C>
Gross sales. . . . . . . . . . . . . . . . . . . . . . .  $   196,619   $   400,704
   Less: returns, discounts and allowances . . . . . . .      (26,467)      (23,067)
                                                          ------------  ------------
Net sales. . . . . . . . . . . . . . . . . . . . . . . .      170,152       377,637
   Cost of good sold . . . . . . . . . . . . . . . . . .      305,891       277,169
                                                          ------------  ------------
   Gross profit (loss) . . . . . . . . . . . . . . . . .     (135,739)      100,468
Selling expenses . . . . . . . . . . . . . . . . . . . .       98,178       191,498
General and administrative expenses. . . . . . . . . . .      427,556     1,368,568
                                                          ------------  ------------
LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . . .     (661,473)   (1,459,598)
                                                          ------------  ------------
Other income (expense):
   Interest expense  . . . . . . . . . . . . . . . . . .       (9,456)       (2,318)
   Interest expense - related party  . . . . . . . . . .       (5,364)       (3,260)
   Interest income . . . . . . . . . . . . . . . . . . .            -           339
                                                          ------------  ------------
      Total other income (expense) . . . . . . . . . . .      (14,820)       (5,239)
                                                          ------------  ------------
LOSS BEFORE PROVISION FOR INCOME TAXES . . . . . . . . .     (676,293)   (1,464,837)

   Provision for income taxes  . . . . . . . . . . . . .         (800)         (800)
                                                          ------------  ------------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . .  $  (677,093)  $(1,465,637)
                                                          ============  ============
NET LOSS PER SHARE, BASIC AND DILUTED. . . . . . . . . .  $     (0.03)  $     (0.06)
                                                          ============  ============
SHARES USED IN PER-SHARE CALCULATION, BASIC AND DILUTED.   26,706,072    23,272,420
                                                          ============  ============
</TABLE>

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

                                     F-3


<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                       STATEMENTS OF SHAREHOLDERS' DEFICIT
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003


<TABLE>
<CAPTION>


                                                                  Additional
                                                Common    Common    Paid-in    Accumulated
                                                Shares     Stock    Capital      Deficit        Total
                                              ----------  -------  ----------  ------------  ------------
<S>                                           <C>         <C>      <C>         <C>           <C>
BALANCE JUNE 30, 2001. . . . . . . . . . . .  18,643,274  $18,644  $2,110,099  $(2,088,690)  $    40,053
Shares issued in private placement offerings     393,635      393     324,832            -       325,225
Shares issued for services . . . . . . . . .   2,447,500    2,448     951,927            -       954,375
Shares issued in satisfaction of debt. . . .      39,394       39      12,961            -        13,000
Net loss . . . . . . . . . . . . . . . . . .           -        -           -   (1,465,637)   (1,465,637)
                                              ----------  -------  ----------  ------------  ------------
BALANCE JUNE 30, 2002. . . . . . . . . . . .  21,523,803   21,524   3,399,819   (3,554,327)     (132,984)
Shares issued for services . . . . . . . . .   3,940,434    3,940     351,459            -       355,399
Shares issued for shares voluntarily
  exchanged for restricted 144 shares. . . .     612,465      612      11,637            -        12,249
Net loss . . . . . . . . . . . . . . . . . .           -        -           -     (677,093)     (677,093)
                                              ----------  -------  ----------  ------------  ------------
BALANCE, JUNE 30, 2003 . . . . . . . . . . .  26,076,702  $26,076  $3,762,915  $(4,231,420)  $  (442,429)
                                              ==========  =======  ==========  ============  ============
</TABLE>

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

                                      F-4

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                            STATEMENTS OF CASH FLOWS
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



<TABLE>
<CAPTION>



                                                                                2003         2002
                                                                             ----------  ------------
Cash flows from operating activities:
<S>                                                                          <C>         <C>
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(677,093)  $(1,465,637)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
      Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      3,983         4,739
      Amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .          -         2,074
      Provision for sales discounts, returns and allowances . . . . . . . .      9,540             -
      Reserve for obsolete and slow moving inventory. . . . . . . . . . . .     97,730        26,816
      Interest accrued on note payable. . . . . . . . . . . . . . . . . . .      8,135         1,722
      Interest accrued on note payable - related party. . . . . . . . . . .      4,546         3,360
      Interest accrued on note receivable - related party . . . . . . . . .          -          (336)
      Officer's salary offset against note receivable - related party . . .          -         1,262
      Shares issued for services - related party. . . . . . . . . . . . . .    355,399       954,376
      Shares issued for shares voluntarily exchanged for restricted shares.     12,249             -
      Decrease (increase) in assets:
         Trade accounts receivable. . . . . . . . . . . . . . . . . . . . .    (56,270)      132,448
         Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . .     93,999         6,496
         Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . .      1,008             -
         Payroll advances . . . . . . . . . . . . . . . . . . . . . . . . .          -        (2,000)
      Increase (decrease) in liabilities:
         Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . .     56,160       (42,749)
         Disputed claim . . . . . . . . . . . . . . . . . . . . . . . . . .     25,000             -
         Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . .    (22,125)       24,151
                                                                             ----------  ------------
NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . . .    (87,739)     (353,278)
                                                                             ----------  ------------
Cash flows from investing activities:

   Purchases of property and equipment  . . . . . . . . . . . . . . . . . .          -          (700)
                                                                             ----------  ------------
NET CASH USED IN INVESTING ACTIVITIES . . . . . . . . . . . . . . . . . . .          -          (700)
                                                                             ----------  ------------
</TABLE>


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

                                        F-5

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                            STATEMENTS OF CASH FLOWS
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003

<TABLE>
<CAPTION>

                                                                                   2003        2002
                                                                                ----------  ----------
Cash flows from financing activities:
<S>                                                                             <C>         <C>
   Proceeds from issuance of common stock. . . . . . . . . . . . . . . . . . .          -   $ 325,225
   Proceeds from issuance of note payable - third party  . . . . . . . . . . .  $  39,931      70,000
   Payments on a note payable - third party  . . . . . . . . . . . . . . . . .    (45,000)    (40,000)
   Proceeds from issuance of a note payable from  related parties. . . . . . .    118,703      15,000
   Payment on a note payable from a related party  . . . . . . . . . . . . . .    (13,900)    (17,142)
                                                                                ----------  ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES. . . . . . . . . . . . . . . . . . .     99,734     353,083
                                                                                ----------  ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . .     11,995        (895)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . . . . . . . . . . .      3,727       4,622
                                                                                ----------  ----------
CASH AND CASH EQUIVALENTS AT END OF YEAR . . . . . . . . . . . . . . . . . . .  $  15,722   $   3,727
                                                                                ==========  ==========


                   Supplemental Disclosures of Cash Flow Information
                                                                                     2003        2002
                                                                                ----------  ----------
Interest paid - third parties. . . . . . . . . . . . . . . . . . . . . . . . .  $   6,176   $     596
Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     800   $     800


            Supplemental Schedule of Non-cash Investing and Financing Activities

Issuance of shares for services:
   General and administrative expenses . . . . . . . . . . . . . . . . . . . .  $ 298,850   $ 909,376
   Selling expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  56,550   $  45,015
   Common stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  (3,940)  $  (2,448)
   Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .  $(351,460)  $(951,943)

Issuance of shares for shares voluntarily exchanged for restricted 144 shares:
   General and administrative expenses . . . . . . . . . . . . . . . . . . . .  $  12,249           -
   Common stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    (612)          -
   Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . .  $ (11,637)          -
</TABLE>

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

                                     F-6

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003

1.     DESCRIPTION  OF  THE  COMPANY'S  BUSINESS
       -----------------------------------------
International  Food  Products  Group,  Inc.  (the  "Company")  was  a  Delaware
corporation,  and  was formed in April 1996 to engage in the marketing and sales
of snack food products.  Sales of the Company's snack food products commenced in
fiscal  year  1997.

During  the  past  year,  the Company has plans to develop into an international
importer  and U.S. representative for various foreign product companies. Some of
the  products  represented  include  premium  coffees  from  Columbia,  Organic
vegetables from Asia, breath strips from Japan, upscale potato chips from a U.S.
manufacturer,  among others. In conjunction with these new products, the Company
is  now  being represented by a national broker distributor that will market and
sell the Company's new product lines. The Company expects the sales of these new
products  to  begin  shortly  with  the  expectation  of  rapidly  growing sales
revenues.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
       ----------------------------------------------
Revenue  Recognition

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

Cash

The  Company has no requirement for compensating balances.  The Company did not
have  cash balances that exceeded the federally insured limits at June 30, 2003.

Trade  Accounts  Receivable

The  Company intends and has the ability to hold trade accounts receivable until
they  are  paid. The trade accounts receivable are reported at their outstanding
principal  amount  less  any  chargeoffs and an allowance for doubtful accounts.
When  a trade account receivable is deemed uncollectible, the balance is charged
off  against  the  allowance  for  doubtful accounts. The allowance for doubtful
accounts  is  maintained  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 credit to the allowance for doubtful accounts.
Any  late  payment fees related to trade accounts receivable are recognized when
charged  if  collectibility  is reasonable assured. 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.

                                    F-7

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



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

Trade  Accounts  Receivable,  Continued

As  of  June  30,  2003,  the  Company did not require an allowance for doubtful
accounts as shortly after the fiscal year-end, all open accounts receivable were
collected  or  disposed  of.

Inventories

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

Property  and  Equipment

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

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

Impairment of Long-Lived Assets, Goodwill and Identifiable Intangible Assets

The  Company  annually  evaluates  its  long-lived  assets,  goodwill,  and
identifiable intangible assets, such as its patents and trademarks for potential
impairment.  When circumstances indicate that the carrying amount of an asset is
not  recoverable,  as  demonstrated by the projected undiscounted cash flows, an
impairment loss is recognized. The Company's management performed its evaluation
testing  and  has  determined that there was no such long-lived asset impairment
present  at  June  30,  2003  and  2002.

                                     F-8

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



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

Intangible  Assets

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

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.

Stock-Based  Compensation

At  June  30,  2003,  the  Company  had  an informal stock option plan, which is
described  more  fully  in Note 11. The Company accounts for this plan under the
recognition  and  measurement  principles  of APB Opinion No. 25, Accounting for
Stock  Issued to Employees, and related interpretations. No stock-based employee
compensation cost is reflected in net loss for options granted under those plans
that  have  an exercise price equal to the market value of the underlying common
stock on the date of grant. We recognize expense related to options granted that
have  an  exercise  price that is below the market price of the underlying stock
and  for  options  issued  to non-employees. The following table illustrates the
effect  on  net  loss  and

                                    F-9

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



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

Stock-Based  Compensation,  Continued

loss  per share if the Company had applied the fair value recognition provisions
of  SFAS  No. 123 to stock based employee compensation for each of the two years
in  the  period  ending  June  30,  2003.

<TABLE>
<CAPTION>



                                                    For the Years Ended June 30,
                                                   -----------------------------
                                                        2003             2002
                                                      ------------     ---------
<S>                                              <C>                <C>
Net loss:
   As reported.. . . . . . . . . .               $       (677,093)  $(1,465,637)
      Less: total stock-based employee
      compensation expense determined
      under fair-value-based method,
      net of related tax effect. .                        (25,000)     (161,358)
                                                       -----------  ------------
Pro forma net loss . . . . . . . .               $       (702,093)  $(1,626,995)
Loss per share, basic and diluted:
   As reported . . . . . . . . . .               $          (0.03)  $     (0.06)
   Pro forma . . . . . . . . . . .               $          (0.03)  $     (0.07)
</TABLE>



Shipping  Costs

Freight-out  costs are included in selling expenses and were $9,806 and $124,677
for each of the two years ended June 30, 2003 and 2002, respectively. Freight-in
costs  are  included  in  inventory  and are included in the cost of goods sold.
There  were  no freight-in costs for either of the two years ended June 30, 2003
and  2002,  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.  Changes  in  these  estimates  and  assumptions  are
considered  reasonably  possible and may have a material impact on the financial
statements.

Advertising  Costs

Advertising  costs  are  expensed when they are incurred. No advertising expense
was  incurred  for  the  years  ended  June  30,  2003  and  2002, respectively.

                                     F-10
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



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

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,  2003  and  2002  were  $10,504  and  $16,401,  respectively.

Reclassifications

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

Recent  Accounting  Pronouncements

In  June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
142, which was effective for fiscal years beginning after December 15, 2001 with
respect  to  all  goodwill  and non-purchased intangible assets recognized in an
entity's  statement of financial position at that date, regardless of when those
assets  were  initially recognized. SFAS No. 142 specifies that all goodwill and
non-purchased intangibles with indefinite lives shall not be amortized. Goodwill
must  be  evaluated for impairment on an annual basis with an initial impairment
assessment  to  be  performed  upon  adoption  of the Statement. The Company has
evaluated  the  provisions  of  SFAS  No.  142  and  did  not have to record any
impairment  of  goodwill upon its adoption, which was effective July 1, 2002. At
June  30,  2003, the Company had unamortized intangible assets of $5,292 and has
recorded  $6,400  of  accumulated  amortization  through  June  30,  2002.

In  August  2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. SFAS No. 144 retains the requirements of SFAS No.
121,  Accounting  for  the  Impairment  of  Long-Lived Assets and for Long-Lived
Assets to be Disposed Of, to recognize an impairment loss if the impairment loss
of  the  carrying  amount  of  a  long-lived  asset  is not recoverable from its
undiscounted  cash  flows  and  to  measure an impairment loss as the difference
between  the  carrying amount and fair value of the asset. SFAS No. 144 modifies
SFAS  No.  121  in  that  it  eliminates the requirement to allocate goodwill to
long-lived  assets  to  be  tested for impairment. SFAS No. 144 is effective for
fiscal  years  beginning  after  December  15,  2001,  and  early  adoption  is
encouraged.  The  Company  adopted  SFAS  No. 144 effective July 1, 2002 and the
impact  was  not  material.

                                     F-11
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  CONTINUED
       ----------------------------------------------------------
In  December  2002,  the  FASB  issued  SFAS No. 148, Accounting for Stock-Based
Compensation  -  Transition  and  Disclosure, an Amendment of FASB Statement No.
123,  amends  the  disclosure  requirements  of  SFAS  No.  123,  Accounting for
Stock-Based  Compensation,  to require more prominent disclosures in both annual
and  interim  financial  statements  regarding  the  method  of  accounting  for
stock-based  employee compensation and the effect of the method used on reported
results.  The  Company  as of its fiscal third quarter ended March 31, 2003, has
been  making the required interim disclosures and has made the annual disclosure
provision  in  this  report  (Note  2  -  Stock-Based  Compensation).

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

The  Company  provides allowances for doubtful accounts, returns and allowances.
No  allowance  for  doubtful  accounts,  or  allowance  for  sales  returns  and
allowances  were  provided  at  June  30,  2003  and  2002.

4.     INVENTORIES
       -----------

Inventories  consisted  of  the  following:
<TABLE>
<CAPTION>



                                                         2003       2002
                                                      ----------  ---------
<S>                                                   <C>         <C>
Packaging materials. . . . . . . . . . . . . . . . .  $ 124,546   $218,545
Finished goods . . . . . . . . . . . . . . . . . . .          -          -
                                                      ----------  ---------
                                                        124,546    218,545
Less: Reserve for obsolete and slow moving inventory   (124,546)   (26,816)
                                                      ----------  ---------
TOTAL INVENTORIES, NET . . . . . . . . . . . . . . .          -   $191,729
                                                      ==========  =========
</TABLE>



The  reserve for obsolete and slow moving inventory is based on estimates of the
usage  of  the  various  types  of  packaging  materials  based  on management's
projected  sales plans. Past Company's sales plans did not materialize and sales
have  been  lower  than  anticipated;  therefore,  the  reserve  for slow moving
inventory  increased  significantly as the Company currently plans not to market
its  snack  food  product  at  this  time.

                                     F-12
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



5.     PROPERTY  AND  EQUIPMENT
       ------------------------

Property  and  equipment  consisted  of  the  following:

<TABLE>
<CAPTION>

                                 2003     2002
                                -------  -------
<S>                             <C>      <C>
Computer equipment . . . . . .  $35,090  $35,090
Furniture and fixtures . . . .    2,424    2,424
                                -------  -------
                                 37,514   37,514
Less: accumulated depreciation   36,842   32,859
                                -------  -------
TOTAL PROPERTY AND EQUIPMENT .  $   672  $ 4,655
                                =======  =======
</TABLE>

Depreciation  expense  for the years ended June 30, 2003 and 2002 was $3,983 and
$4,739,  respectively.

6.     NOTES  PAYABLE  -  THIRD  PARTY  (CURRENT)
       ------------------------------------------

Notes  payable  - third party (current) at June 30, 2003 and 2002 consist of the
following:

<TABLE>
<CAPTION>



                                                        2003     2002
                                                       -------  -------
<S>                                                    <C>      <C>
Note payable to Volkl Investments, LLC
with an interest rate of 10% per annum,
 uncollateralized
, with principal and interest due on demand.. . . . .  $16,780  $15,301
Note payable to Volkl Investments, LLC with
an interest rate of 10% per annum, uncollateralized,
 with principal and interest due on demand. . . . . .   18,008   16,421
                                                       -------  -------
NOTES PAYABLE - THIRD PARTY (CURRENT) . . . . . . . .  $34,788  $31,722
                                                       =======  =======
</TABLE>


Following  are  the  maturities of notes payable - related party and third party
for  the  year  ended  June  30:
<TABLE>
<CAPTION>



<S>                  <C>
2004. . . . . . . .  $155,502
2005. . . . . . . .         -
2006. . . . . . . .         -
2007. . . . . . . .         -
2008 and thereafter         -
</TABLE>

Interest  expense  from a third party for the years ended June 30, 2003 and 2002
was  $9,456  and  $2,318,  respectively.

                                     F-13
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



7.     DEFERRED  INCOME  TAXES
       -----------------------

The  components  of  the  provision  for  income  taxes  are  as  follows:
<TABLE>
<CAPTION>


          For  the  Years  Ended  June  30,
          ---------------------------------

                       2003   2002
                       -----  -----
<S>                    <C>    <C>
Current tax expense:
   Federal. . . . . .      -      -
   State  . . . . . .  $ 800  $ 800
                       -----  -----
                         800    800
                       -----  -----
Deferred tax expense:
   Federal. . . . . .      -      -
   State. . . . . . .      -      -
                       -----  -----
                           -      -
                       -----  -----
TOTAL PROVISION . . .  $ 800  $ 800
                       =====  =====
</TABLE>

Significant  components  of  the  Company's  deferred  income  tax  assets  and
liabilities  at  June  30,  2003  and  2002  are  as  follows:
<TABLE>
<CAPTION>


                             For  the  Years  Ended  June  30,
                             ---------------------------------

                                     2003          2002
                                 ------------  ------------
<S>                              <C>           <C>
Deferred income tax assets:
Net operating loss carryforward  $ 1,747,201   $ 1,495,127
Allowance and reserves. . . . .       53,356        11,488
Depreciation. . . . . . . . . .        1,551         1,551
Accrued expenses. . . . . . . .            -         5,783
Other . . . . . . . . . . . . .          272           272
                                 ------------  ------------
Total deferred income tax asset    1,802,380     1,514,221
Valuation allowance . . . . . .   (1,802,380)   (1,514,221)
                                 ------------  ------------
NET DEFERRED INCOME TAX ASSET .            -             -
                                 ============  ============
</TABLE>



The  Company,  based  upon  its history of losses and management's assessment of
when  operations  are anticipated to generate taxable income, has concluded that
it  is more likely than not that none of the net deferred income tax assets will
be  realized  through  future  taxable  earnings and has established a valuation
allowance  for  them.  The  valuation allowance increased by $288,159 during the
year  ended  June  30,  2003.

                                    F-14
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



7.     DEFERRED  INCOME  TAXES,  CONTINUED
       -----------------------------------
Reconciliation  of  the  effective  tax  rate  to  the U.S. statutory rate is as
follows:
<TABLE>
<CAPTION>


                          For  the  Years  Ended  June  30,
                          ---------------------------------

                                     2003     2002
                                    -------  -------
<S>                                 <C>      <C>
Tax expense at U.S. statutory rate  (34.0)%  (34.0)%
State tax provision. . . . . . . .     0.1      0.1%
Other. . . . . . . . . . . . . . .     0.2      0.1%
Change in valuation allowance. . .    33.8     33.9%
                                    -------  -------
EFFECTIVE INCOME TAX RATE. . . . .     0.1%     0.1%
                                    =======  =======
</TABLE>

The  Company  also  has  federal  and  state net operating loss carryforwards of
$4,080,401  and  $4,070,868,  respectively.  The federal and state net operating
loss  carryforwards  will  begin  to  expire  in  the  years  2018  and  2005,
respectively.

8.     RELATED  PARTY  TRANSACTIONS
       ----------------------------

Note  Receivable  -  Related  Party

The  Company  held an uncollateralized note receivable from a related party with
an  interest  rate  of  5%  per  annum. At June 30, 2001, the amount owed to the
Company  was  $12,826.  The  note receivable was satisfied during the year ended
June  30,  2002,  when the related party who is an officer of the Company offset
the  note  receivable  against  his  wages.

Notes  Payable  -  Related  Party

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

Two  notes  payable  to  related  parties  who are
officers, directors and major shareholder;  the  notes
are  uncollateralized with an interest rate of 10% per
annum.  The  notes  are  due  on  December  31,  2003.                59,246

                                      F-15

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



8.     RELATED  PARTY  TRANSACTIONS,  CONTINUED
       ----------------------------------------

Notes  Payable  -  Related  Party,  Continued

Note payable to Dorset Investment Corporation,
which is controlled by an officer and director who is
a major shareholder of the Company, with an
interest rate of 10% per annum, uncollateralized,
with principal and interest due on December 31,
2003.                                                           $     45,470
                                                                ------------

NOTES  PAYABLE  -  RELATED  PARTIES  (CURRENT)                  $     120,714
                                                                =============

Interest expense from related parties for the years ended June 30, 2003 and 2002
was  $5,364  and  $3,260,  respectively.

9.     COMMITMENTS
       -----------

The Company rents its corporate office on a month to month basis. Rental expense
was  $15,984  and  $33,046  for  the  years  ended  June  30,  2003  and  2002,
respectively.

10.     CONTINGENCIES  AND  CONCENTRATIONS
        ----------------------------------

Financial  Results,  Liquidity  and  Management's  Plan  (Unaudited)

The Company has incurred net losses since inception and for the years ended June
30,  2003  and  2002 the net losses were $677,093 and  $1,465,637, respectively.
Despite its negative cash flows from operations of $(87,739) and  $(353,278) for
fiscal  years  2003  and 2002, respectively, the Company has been able to obtain
additional operating capital through private funding sources. Management's plans
include  the  continued  development  of  the  Company's  new  imported  product
distribution  programs  and  a new customer development program that it believes
will  enhance  its  ability  to generate revenues from the sale of the Company's
products. The Company has relied upon equity funding and loans from shareholders
since  inception.

During the year ended June 30, 2003, the Company financed its operations through
loans  from  officers and others. It plans to finance the initial import product
sales  through  back-to-back letters of credit. The Company believes the initial
transactions  will  provide sufficient liquidity for its fiscal 2004 operations.
The Company may offer shares of its common stock during 2004 to raise additional
capital.

                                     F-16
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



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

Financial  Results,  Liquidity  and  Management's  Plan,  Continued

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 back to back letters 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.
The  Company is a defendant in a lawsuit in California. The Company has recorded
a  $25,000  accrued  liability as an estimate of the probable liability that may
arise  from  the  resolution  of  this  matter.  The  upper estimate of the loss
exposure  on  this  matter  is  $40,000.

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  to  private  companies  supplying  the  food  services industry.
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. Two customers
accounted for more than 10% each of revenues and totaled 88% of revenues for the
year  ended June 30, 2003.  Four customers accounted for 56% of revenues for the
year  ended  June  30,  2002.   Two  customers  each  with  more than 10% of the
accounts  receivable  accounted  for 100% of the accounts receivable balances at
June  30,  2003.  There  were  no accounts receivable outstanding as of June 30,
2002.

                                      F-17
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



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

From  time  to  time  the  Company  has  granted  options  to  its  officers and
consultants  to  promote  the  success  of the Company by providing the options'
holders  the  opportunity  to  acquire  an  equity  interest in the Company. The
Company  does  not have a formal plan for granting options. The Company accounts
for options granted to employees under the provisions of APB No. 25 and SFAS No.
123  for  nonemployees.

The  following  table  summarizes  information  about  stock options granted and
outstanding  at June 30, 2003 and 2002, and changes during the years then ended.
Unless  otherwise  noted,  options vest on an annual pro rata basis over various
periods  of time and are exercisable, upon proper notice, in whole or in part at
any  time  upon vesting. The options granted have contractual lives ranging from
ten  to  sixteen  years.

<TABLE>
<CAPTION>


                                       Weighted
                                       Average
                                       Exercise
                               Shares    Price
                              ---------  ------
<S>                           <C>        <C>
Balance, June 30, 2001 . . .  5,550,000  $ 0.40
   Granted . . . . . . . . .          -       -
   Exercised . . . . . . . .          -       -
   Canceled. . . . . . . . .          -       -
                              ---------  ------
Balance, June 30, 2002 . . .  5,550,000    0.40
   Granted . . . . . . . . .          -       -
   Exercised . . . . . . . .          -       -
   Canceled. . . . . . . . .          -       -
                              ---------  ------
BALANCE, JUNE 30, 2003 . . .  5,550,000  $ 0.40
                              =========  ======
EXERCISABLE AT JUNE 30, 2002  5,250,000  $ 0.39
                              =========  ======
EXERCISABLE AT JUNE 30, 2003  5,400,000  $ 0.40
                              =========  ======
</TABLE>

The Company continues to account for stock-based compensation to employees using
the intrinsic value method prescribed in APB No. 25 whereby no compensation cost
is  recognized  for options granted at or above fair market value. If under SFAS
No.  123,  the  Company determined compensation costs based on the fair value at
the  grant  date  for  its stock options, net loss and loss per share would have
been  as  shown below. For purposes of pro forma disclosures, the estimated fair
value  cost  of  the  options  is  amortized  over  their  vesting  periods.

                                   F-18
<PAGE>

                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



11.     STOCK-BASED  COMPENSATION,  CONTINUED
        -------------------------------------

There  were  no  options  granted  in  the  years  ended June 30, 2003 and 2002.

The Black-Scholes options valuation model was developed for estimating the fair-


value  of  traded  options  that  have  no  vesting  restrictions  and are fully
transferable.  Because  option  valuation  models  require the use of subjective
assumptions,  changes  in these assumptions can materially affect the fair value
of  the  options,  and  the Company's options do not have the characteristics of
traded  options,  the  option  valuation  models  do  not  necessarily provide a
reliable  measure  of  the  fair  value  of  its  options.
Summary  information  about  the Company's options outstanding at June 30, 2003:
<TABLE>
<CAPTION>


                           Stock                          Stock
                   Options  Outstanding             Options  Exercisable
 -------------------------------------------------  --------------------
                              Weighted
 Average                      Average
 Options                     Remaining    Average
 Exercise   Number          Contractual   Exercise              Exercise
 Price    Outstanding          Life       Price     Number      Price
 ------  ------------        ----------  ----------  -------    -----
<S>        <C>               <C>          <C>       <C>        <C>
0.25. . .  3,750,000         4.5  $       0.25      3,750,000  $  0.25
0.75. . .  1,800,000         7.2  $       0.75      1,650,000  $  0.75
           ---------                               ----------
           5,550,000        5.36  $       0.41      5,400,000  $  0.40
          ==========                               ==========
</TABLE>

12.     DISCLOSURES  ABOUT  FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS
        ------------------------------------------------------------
The  estimated  fair value amounts of all financial instruments on the Company's
June  30,  2003  and 2002 balance sheets have been determined by using available
market  information  and  appropriate  valuation  methodologies.  However,
considerable  judgment  is  required  in interpreting market data to develop the
estimates  of  fair  value.  Accordingly, the estimates presented herein are not
necessarily  indicative  of  the  amounts  that  the Company could  realize in a
current  market  exchange.  The  use  of  different  market  assumptions  and/or
estimation  methodologies may have a material effect on the estimated fair value
amounts.  The Company does not have any off balance sheet financial instruments.

Cash  and  Equivalents  and  Others

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.

                                    F-19

<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



12.     DISCLOSURES  ABOUT  FAIR  VALUES  OF  FINANCIAL  INSTRUMENTS,  CONTINUED
        ------------------------------------------------------------------------

Long  Term  Debt

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

13.     LOSS  PER  SHARE
        ----------------

Basic  and diluted loss per common share have been computed by dividing the loss
available to common shareholders by the weighted-average number of common shares
for  the  period.
The  computations  of  basic  and  diluted loss per common share are as follows:
<TABLE>
<CAPTION>


                                        For  the  Years  Ended  June  30,
                                        ---------------------------------
                                                 2003          2002
                                             ------------  ------------

<S>                                          <C>           <C>
Numerator:
   Loss per common share, basic and diluted:
      Net loss available to common
       Shareholders                          $  (677,093)  $(1,465,637)
                                             ------------  ------------
Denominator:

   Weighted average shares - basic and
    diluted                                   26,706,072    23,272,420
                                             ------------  ------------
LOSS PER COMMON SHARE, BASIC AND DILUTED. .  $     (0.03)  $     (0.06)
                                             ============  ============
</TABLE>



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


                                For  the  Years  Ended  June  30,
                                ---------------------------------

                                          2003       2002
                                        ---------  ---------
Shares of common stock issuable under:
<S>                                     <C>        <C>
   Employee stock options  . . . . . .  5,050,000  5,050,000
   Nonemployee stock options . . . . .    500,000    500,000
                                        ---------  ---------
TOTAL SHARES OF COMMON STOCK ISSUABLE.  5,550,000  5,550,000
                                        =========  =========
</TABLE>


                                    F-20



<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



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

Private  Placement  Offerings

During  the  year  ended  June  30,  2002,  the  Company, in a private placement
offering, sold 50,000 shares of its common stock at $1.50 per share with the net
proceeds  totaling  $75,000.

Shares  Issued  for  Services

During  the  year  ended  June  30,  2003, the Board of Directors of the Company
authorized  the  issuance  2,670,434  shares of common stock to officers and one
employee  of  the  Company  for  salaries.  Of the shares issued, 1,721,738 were
issued to two officers and 948, 696 were issued to the employee, all of whom are
related parties. Of the shares issued, 1,939,999 were issued at $0.075 per share
and  730,435 at $0.115 per share. This resulted in officer salaries for the year
of  $150,000,  office  salaries for the year of $66,000 and accrued payroll from
the  prior  year  of  $13,500  being  settled.

During the year ended June 30, 2003, the Company issued 580,000 shares of common
stock  to five different groups for investor relations services. The shares were
recorded at $0.02 per share, based on the fair value of the stock at the date of
issuance. Accordingly, the Company recognized $400 of commissions and $11,200 of
shareholder  relations.

During the year ended June 30, 2003, the Company issued 385,000 shares of common
stock  to  two  different  groups  for  product  development  and consulting and
professional  fees.  The  shares  were recorded at $0.15 per share, based on the
fair  value  of  the  stock  at  the  date of issuance. Accordingly, the Company
recognized  $3,750  of  product  development  and  $54,000  of  consulting  and
professional  fees.

During the year ended June 30, 2003, the Company issued 305,000 shares of common
stock  to  two  different groups for broker retainer fees. Of the shares issued,
40,000  were  recorded  at  $0.235 per share, 165,000 were recorded at $0.19
per

share, 60,000 were recorded at $0.25 per share and 40,000 were recorded at
$0.02 per  share,  based  on  the  fair  value  of  the stock at the date of
issuance.  Accordingly,  the  Company  recognized  $56,550  of  broker
retainer  fees.

During the year ended June 30, 2003, the Company issued 612,465 shares of common
stock  to  shareholders who voluntarily allowed their already owned shares to be
restricted  for  one  year.  The  shares  issued for this lock-up agreement were
recorded at $0.02 per share, based on the fair value of the stock at the date of
issuance.  Accordingly,  the Company recognized $12,249 of shareholder relations
expense.

                                     F-21
<PAGE>
                     INTERNATIONAL FOOD PRODUCTS GROUP, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                        AS OF JUNE 30, 2003 AND 2002 AND
           FOR EACH OF THE TWO YEARS IN THE PERIOD ENDED JUNE 30, 2003



15.     INTERIM  FINANCIAL  DATA  (UNAUDITED)
        -------------------------------------
The  follow  are the results of the Company's operations by each fiscal quarter:

<TABLE>
<CAPTION>


                                First Quarter       Second  Quarter     Third  Quarter    Fourth Quarter
                              September 30, 2002    December 31, 2002    March 31, 2003    June 30, 2003
                             --------------------  -------------------  ----------------  ---------------
<S>                          <C>                   <C>                  <C>               <C>
Net loss . . . . . . . . . . $           (34,949)  $          (81,803)  $      (219,594)  $     (197,620)
  Audit adjustments based
   on the quarter they relate
   to                                        518                  518               518         (144,681)
                             --------------------  -------------------  ----------------  ---------------
NET INCOME AFTER AUDIT
 ADJUSTMENTS                 $           (34,431)  $          (81,285)  $      (219,076)  $     (342,301)
                             ====================  ===================  ================  ===============
</TABLE>

                                      F-22


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

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


                                    PART III

ITEM  9.  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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



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

Richard Damion . . . . .   59                                                      1996
                               Chairman, CEO, Secretary, Treasurer and Director

Joseph R. Rodriguez, Jr.   54  President and Director                              1996

Robert George. . . . . .   68  Director                                            2001


------------------------  ---  -------------------------------------------------  -----
</TABLE>

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

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

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

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

SECTION  16(A)  BENEFICIAL  OWNERSHIP  REPORTING  COMPLIANCE

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

                                     11

<PAGE>
<TABLE>
<CAPTION>



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

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




ITEM  10.  EXECUTIVE  COMPENSATION

The  following  table  sets  forth  certain  information  as to our officers and
directors.

                            ANNUAL COMPENSATION TABLE
<TABLE>
<CAPTION>

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

                       2000-2001  $60,000      0       0          0   500,000
Richard. .  CEO,       2001-2002  $61,262      0       0    375,000         0            0       0
 Damion. .  Director   2002-2003  $     0      0       0  1,014,492         0            0       0

Joseph R               2000-2001                                  0   500,000
Rodriguez,             2001-2002  $71,500      0       0    375,000         0            0       0
 Jr. . . .  President  2002-2003  $37,000      0       0    707,246         0            0       0
            Director              $     0      0       0
</TABLE>



ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  provides  the beneficial ownership of our common stock by
each  person  known  by  us to beneficially own more than 5% of our common stock
outstanding  as  of June 30, 2003 and by the officers and directors of IFPG as a
group.  Except  as  otherwise  indicated,  all  shares  are  owned  directly.

                                     12
<PAGE>
<TABLE>
<CAPTION>




Name and Address                         Common    Percent of
                                         Shares     Class (1)

<S>                                    <C>         <C>

Richard Damion (2)
180 Newport Center Drive, Suite 180
Newport Beach, CA  92660
                                        4,442,891       14.07%
                                       ----------  -----------
Joseph r. Rodriguez, Jr. (3)
180 Newport Center Drive, Suite 180
Newport Beach, CA  92660
                                        5,844,474       18.51%
                                       ----------  -----------
Robert George
180 Newport Center Drive, Suite 180
Newport Beach, CA  92660
                                           50,000        0.16%
                                       ----------  -----------
All executive officers and directors
as a group (three) (4). . . . . . . .  10,337,365       31.54%
-------------------------------------  ----------  -----------
</TABLE>



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

(2)     Of  the 4,442,399 common shares held by Mr. Damion, 3,242,891 shares are
owned outright.  The remaining 1,200,000 shares are shares which can be acquired
by  Mr.  Damion  through  the  exercise  of  options.  The  option  price  on
1,200,000  of  the  shares  is  $.25  per  share.

(3)     Of  the 5,844,474 common shares held by Mr. Rodriguez,  4,644,474 shares
are  owned  outright.  The  remaining  1,200,000  shares are shares which can be
acquired  by  Mr.  Rodriguez  through  the  exercise  of  options.  The  option
price  on  1,200,000  of  the  shares  is  $.25  per  share.

(4)     The  10,337,365  common shares  represented  are the aggregate of shares
held  by  Messrs.  George, Damion  and  Rodriguez.  See  footnotes  (2)  and (3)
above  for  the  explanation  of  the  beneficial  ownership  of the shares held
by  Messrs.  Damion  and  Rodriguez.

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

                                     13
<PAGE>

- The  receipt  of 39,394 shares of common stock by Joseph R. Rodriguez,
Jr.

on  June  28,  2002,  for  cancellation  of  a  debt  in  the amount
   of $13,000.


                                     PART IV

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  Reports  on  Form  8-K

None

(b)  Exhibits
     3.1.     Articles  of  Incorporation  (1)
     3.2.     By-laws  (1)
    99.1      Certification  of Chief Executive Officer pursuant to 18 U.S.C.
              Section 1350,  as  adopted pursuant to Section 906 of
              the Sarbanes-Oxley Act of 2002
    99.2      Certification  of Chief Financial Officer pursuant to 18 U.S.C.
              Section 1350,  as  adopted pursuant to Section 906 of
              the Sarbanes-Oxley Act of 2002

(1)     Previously  filed  as  an  exhibit  to  the  Form SB-2 on July 18, 2000.


ITEM  14.  CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-14  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 within the 90 days prior
to  the  filing  date of 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.  There have been no significant changes
in  our  internal  controls  or in other factors that could significantly affect
internal  controls  subsequent  to  the  date  we  carried  out  our evaluation.

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

                                  14

<PAGE>

Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.

                              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:     October  14,  2003


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:     October  14,  2003


By:  /s/ Joseph R. Rodriguez, Jr.
     ----------------------------------------------
     Joseph  R.  Rodriguez,  Jr.  Director  and
     Principal  Financial  Officer
     Principal  Accounting  Officer
     Date:     October  14,  2003


                                   15

<PAGE>
             CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE
             SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  Richard  Damion,  the chief executive officer of International Food Products
Group,  Inc.,  certify  that:


1.  I  have  reviewed  this  annual  report on Form 10-KSB of International Food
Products  Group,  Inc.  (the  Registrant);
2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;
4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act Rules 13a-14) for the registrant and
have:
    a)  designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  me by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;
    b)  evaluated  the effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and
    c)  presented  in  this annual report my conclusions about the effectiveness
of  the  disclosure  controls  and  procedures  based on my evaluation as of the
Evaluation  Date;
5.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and the audit committee of registrant's board of directors (or persons
performing  the  equivalent  functions):
    a)  all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and
    b)  any  fraud,  whether  or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
                                        16
<PAGE>
6. I have indicated in this annual report whether there were significant changes
in  internal  controls  or  in  other  factors  that  could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any  corrective  actions  with  regard  to significant deficiencies and material
weaknesses.

Dated:  October  14,  2003

/s/ Richard Damion
-------------------------------------
Richard  Damion
Chief  Executive  Officer
                                         17
<PAGE>
             CERTIFICATION PURSUANT TO RULE 13a-14 OR 15d-14 OF THE
             SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


I,  Joseph  R. Rodriguez, Jr., the chief financial officer of International Food
Products  Group,  Inc.,  certify  that:

1.  I  have  reviewed  this  annual  report on Form 10-KSB of International Food
Products  Group,  Inc.  (the  Registrant);
2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;
4.  I  am  responsible  for establishing and maintaining disclosure controls and
procedures  (as  defined  in  Exchange  Act Rules 13a-14) for the registrant and
have:
    a)  designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  me by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;
    b)  evaluated  the effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and
    c)  presented  in  this annual report my conclusions about the effectiveness
of  the  disclosure  controls  and  procedures  based on my evaluation as of the
Evaluation  Date;
5.  I  have  disclosed,  based on my most recent evaluation, to the registrant's
auditors  and the audit committee of registrant's board of directors (or persons
performing  the  equivalent  functions):
    a)  all  significant  deficiencies  in  the  design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and
    b)  any  fraud,  whether  or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
                                      18
<PAGE>
6. I have indicated in this annual report whether there were significant changes
in  internal  controls  or  in  other  factors  that  could significantly affect
internal controls subsequent to the date of my most recent evaluation, including
any  corrective  actions  with  regard  to significant deficiencies and material
weaknesses.

Dated:  October  14,  2003

/s/ Joseph R. Rodriguez, Jr.
---------------------------------------
Joseph  R.  Rodriguez,  Jr.
Chief  Financial  Officer
                                        19