UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


(Second Amendment
to Form 10-K for the fiscal year ended June 30, 2008)





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





For
the fiscal year ended June 30, 2008





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





For
the transition period from _________ to ____________





Commission
File No. 000-33251





INTERNATIONAL FOOD PRODUCTS
GROUP, INC.


(Exact
name of Registrant as specified in its charter)








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








620
      Newport Center Drive Suite 1100, Newport Beach, CA
            92660(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number (949) 903-1792





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





Securities
registered pursuant to Section 12 (g) of the Act: 600,000,000 common shares par
value $0.001 per share




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.    Yes    ̈   No  x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.    Yes    ̈   No  x





Indicate
by check mark whether the Registrant (l) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. [ X ]
Yes [ ] No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [X]







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer
            
             ̈
            
            Accelerated
      filer
            
             ̈Non-accelerated filer
            
             ̈
            
            Smaller reporting company
            
            x




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





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold as of October 1, 2008 is $.2,814,417.





The
number of shares of the issuer’s Common Stock outstanding as of June 30, 2008
is  489,468,501





-
1 -


PART
I





Item
1. Description of Business





The
registrant (sometimes referred to the "Company" or "IFPG") during the past year
has broadened its scope of business beyond the food industry. Through strategic
planning IFPG has entered into the Wi MAX and RFID technology arena as well as
other emerging technologies.  To better represent the nature of its
business, in October of 2008 IFPG will change its name to Advanced Technologies
& Products Group, Inc. (ATPG).   IFPG has already formed
three wholly owned subsidiaries to better segregate its business plan: Golden
Choice Foods (GCF), Restaurant Holdings Group (RHG), and Newport Digital
Technologies (NDT).  GCF will concentrate on the sale and marketing of
intellectual property products such as controlling of diabetes for children and
weight control for children.   RHG is a one third owner in a new
restaurant franchise operation revolving around Peruvian Food.  NDT
will be concentrating on the sales and marketing of high technology products
worldwide, including WiMax, RFID, affordable notebook computers for children and
other emerging technology products.


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:  There are no specific government regulations, either
foreign of domestic that will inhibit IFPG from selling its products around the
world.





Item 1A.  Risk Factors





Not
Required.





Item
1B.  Unresolved Staff Comments





Not
required because registrant is not an accelerated filer or a large accelerated
filer or a well-known seasoned issuer.





Item
2.  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 620
Newport Center Drive Suite 1100, Newport Beach, California. IFPG occupies the
space pursuant to a month to month lease. IFPG believes that if it should ever
lose or not be able to renew the lease, it would not be difficult to obtain a
comparable and satisfactory office location.










Item 3. Legal
Proceedings





The
Company has stipulated to a judgment against the Company in favor of Flair
Packaging in the amount of $130,000. The Company and Flair Packaging have not
reached a satisfactory agreement on the payment terms.





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, 2008





Part
II





Item
5. Market for Registrant’s Common Equity and Related Stockholders Matters and
Issuer Purchases of Equity Securities





MARKET
INFORMATION





The
common shares of the Company are listed on the OTC Bulletin Board under the
symbol IFDGE.OB. Following is the high and low sales prices for each of the two
years in the period ending June 30, 2008. The quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.


-
2 -








Quarter
            High
            LowJul
      - Sep 2007
            .013
            .0057Oct
      - Dec 2007
            .01
            .002Jan
      - Mar 2008
            .0065
            .003Apr
      - Jun 2008
            .04
            .0031Jul
      - Sep 2006
            0.05
            0.02Oct
      - Dec 2006
            0.03
            0.01Jan
      -Mar 2007
            0.03
            0.01Apr
      - Jun 2007
            0.02
            0.01





.





At
October 1, 2008 there were approximately 250 record holders of IFPG's Common
Stock.





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





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





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





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




Recent Sales of Unregistered
Securities





During
the year ended June 30, 2008, the Company issued restricted shares of common
stock to nineteen individuals for various types of consulting services,
satisfaction of debt and cash consideration. The shares were recorded at their
fair value as of the date of issuance which ranged from $0.033 to $0.05. The
transactions were transactions exempt from the registration requirements of
section 5 of the Securities Act of 1933 pursuant to section 4(2) of the
Act.





Item
6. Selected Financial Data.





Not
Required.





Item
7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





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





A Note
about Forward-Looking Statements





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





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








-
3 -


Plan of
Operations





During
the past year, we have broadened our scope of business beyond the food industry.
Through strategic planning IFPG has entered into the WiMAX and RFID technology
arena as well as other emerging technologies.  To better represent the
nature of our business, in October of 2008 IFPG will change its name to Advanced
Technologies & Products Group, Inc. (ATPG).   IFPG has
already formed three wholly owned subsidiaries to better segregate its business
plan: Golden Choice Foods (GCF), Restaurant Holdings Group (RHG), and Newport
Digital Technologies (NDT).  GCF will concentrate on the sale and
marketing of intellectual property products such as controlling of diabetes for
children and weight control for children.   RHG is a one third
owner in a new restaurant franchise operation revolving around Peruvian
Food.  NDT will be concentrating on the sales and marketing of high
technology products worldwide, including WiMAX, RFID, affordable notebook
computers for children and other emerging technology products.





IFPG is
in the process of raising capital in order to capitalize the above
divisions.





GCF:  During
the next six months, IFPG will finalize the Intellectual Property necessary to
begin marketing its products that are intended to help parents understand how to
try to prevent diabetes from occurring in children.  We will also be
marketing products to help show parents how to prevent obesity in their
children. We are exploring the best methods of distribution of these products at
this time.  We anticipate only a small portion of the capital raise to
be used for these products and the distribution channels to sell
them.





RHG:  During
the past year, IFPG has invested capital in this division enabling IFPG to own
one third interest (1/3) in a restaurant franchise group preparing to launch
franchise operations in Peruvian restaurants.  One of the owners of
the group owns multiple Peruvian restaurants and is one of the leading experts
in the Peruvian food industry.  IFPG anticipates infusing an
additional $350,000 into this project.





NDT:  Through
it wholly owned subsidiary, NDT, IFPG intends to become a major force in the
areas of e-learning, RFID and WiMAX technologies.  The majority of the
focus of IFPG will be in NDT.  Over the recent past IFPG and the
Institute for Information Industry (III), Taiwan’s largest System Integrator and
one of the world’s leading information technology institutes – jointly sponsored
by the Taiwan government and prominent enterprises for the purpose of
strengthening the development of the information industry in Taiwan - have
formed and announced a collaboration to develop and deliver e-Learning solutions
in the America’s and the South Pacific. Additionally, this alliance has now
encompassed III’s innovative WiMAX and RFID technologies designed and perfected
by III for Taiwanese manufacturers and


worldwide
sales.  This collaboration was the starting point for NDT which was
formed to be the international marketing and sales arm for III’s technology and
to handle international transactions for various companies utilizing III’s
cutting-edge technologies.





NDT is
already in negotiations with one of the largest retailers in the world to
provide RFID solutions to their system tracking needs.  Once IFPG has
signed contracts with this retailer, it will begin to sell and market its RFID
technology throughout the USA and South Pacific.  Sales related to
RFID should be in excess of $100,000,000 by the end of 2009





In
conjunction with Quanta and ViewSonic, NDT is already marketing and selling its
“Lite Bird” notebook and expects orders to begin fourth quarter of
2008.





NDT has
already begun deliveries of WiMAX technology.  Through the
collaboration of Gill Technologies, Inc and III, WiMAX is the technology of the
future for long range, high speed voice and data communications.  IFPG
expects the sales relating to WiMAX to be in excess of $5,000,000/month by the
end of 2009.





Results
of Operations for the fiscal years ended June 30, 2008 and 2007.





Net Sales . Net sales for the
fiscal year ended June 30, 2008, was $1,386,000 our first year in our new
business. The prior year are sales prior to discontinuing our import food
business was $483,897.




Cost of Sales . The Cost of
Sales for fiscal year ended June 30, 2008, was $1,366,095 or approximately 98.5%
of net sales,. We anticipate our costs to be between 90% and 98.5% in the
upcoming year.





Selling Expenses . Selling
expenses for the fiscal year ended June 30, 2008, was limited to the expenses of
our new product of $297,110..





General and Administrative
expenses . General and Administrative expenses for the fiscal year ended
June 30, 2008, was $1,338,784. Most of the expenses were derived from the
expiration of shares for services issued in the prior year pursuant to
agreements.





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





-
4 -





Critical Accounting
Policies





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





Material
events and uncertainties. We anticipate that we will begin to be profitable
during the third quarter 2009.  For this to happen, we must gain
financing and deliver a very successful product..





While we
believe that these statements are accurate, our business is dependent upon
general economic conditions and various conditions specific to the technological
industry.. Accordingly, future trends and results cannot be predicted with
certainty.





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




Certain
Trends and Uncertainties:





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





IFPG
relies heavily on the technology expertise of Taiwan’s Institute for Information
Industry (III).  III is one of the world’s leading information
technology institutes, established in 1979.  III is sponsored by
jointly by the Taiwanese government and private industry.  Without
III’s involvement, IFPG would most likely not be able to become a leader in
WIMAX and RFID technologies.





IFPG and
III have announced their collaboration to develop and deliver an e-learning
solution to the America’s and the South Pacific.  This solution is the
sale of a small notebook computer for children.  Under the direction
and guidance of IFPG and III, ViewSonic Corporation and Quanta have come
together to produce a “Lite Bird” computer for distribution and sale through the
efforts of IFPG.  Without the above mentioned companies this project
would not be able proceed.





In
general the computer, software, and high technology industries are very
competitive and new and improved methodologies and technologies always pose a
threat to existing operations.  At anytime those standards utilized by
IFPG could become obsolete causing sales to drop in its product
lines.








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





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





General domestic economic and political
conditions


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


The availability and timing of receipt of
necessary outside capital


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





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










Item
7A.  Quantitative and Qualitative Disclosures about Market Risk and
Supplementary Data.




Not
Required.


-
5 -




Item
8. Financial Statements





International
Food Products Group, Inc.




Financial
Statements




June
30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008











-
6 -













International
Food Products Group, Inc.




Index
to the Financial Statements




June
30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008
















Report
      of Independent Registered Public Accounting Firm
            8Financial
      Statements of International Food Products Group, Inc.:Balance
      Sheet, June 30, 2008 & 2007
            9Statements
      of Operations For Each of the Two Years in the Period Ended June 30,
      2008
            10Statements
      of Shareholders' Deficit For Each of the Two Years in the Period Ended
      June 30, 2008
            11Statements
      of Cash Flows For Each of the Two Years in the Period Ended June 30,
      2008
            12Notes
      to the Financial Statements
            14











-
7 -





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





THE BOARD
OF INTERNATIONAL FOOD PRODUCTS GROUP, INC.





We have
audited the accompanying consolidated balance sheet of International Food
Products Group as of June 30, 2008, and 2007 and the related statements of
operations, stockholders equity and cash flows for the years then
ended.  These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform our audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of International Food Products
Group, Inc. as at June 30, 2008 and 2007 and the results of its’ operations and
its’ stockholders equity and cash flows for the periods then ended  in
conformity with accounting principles generally accepted in the United States of
America.


The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered recurring losses from
operations, has difficulties generating sufficient cash flow to meet its
obligations and sustain its operations, and has a working capital deficit, that
raise substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.







/s/
Gruber & Company, LLC





Gruber
& Company, LLC


Saint
Louis, Missouri


October
10, 2008











-
8 -







International
Food Products Group, Inc.




Balance
Sheet




June
30,




2008
                
                
                2007Current
      AssetsCash
                
                $
                1,752
                
                
                $
                1,870Accounts
      Receivable
                
                
                1,386,000
                
                
                
                -Prepaid
      expenses and deposits
                
                
                40,833
                
                
                
                594,976Total
      Current Assets
                
                
                1,428,585
                
                
                
                596,846Total
      assets
                
                $
                1,428,585
                
                
                $
                596,846Liabilities
      and Shareholders’ DeficitCurrent
      LiabilitiesTrade
      accounts payable
                
                $
                1,572,382
                
                
                $
                304,358Accrued
      compensation costs
                
                
                -
                
                
                
                -Other
      accrued expenses
                
                
                111,152
                
                
                
                -Notes
      payable – related parties
                
                
                159,448
                
                
                
                -Note
      payable – third party
                
                
                80,500
                
                
                
                67,648Total
      current liabilities
                
                
                1,923,482
                
                
                
                372,006Commitments
      and contingenciesShareholders’
      Equity:Preferred
      Stock $.001 par value, 16,000,000 authorized and issued @.001 par
      value
                
                
                16,000Common
      stock: $.001 par value; 500,000,000 shares authorized;481,968,501
      & 414,363,501, issued
                
                
                481,969
                
                
                
                414,364Additional
      paid-in capital
                
                
                10,492,545
                
                
                
                9,966,550Accumulated
      deficit
                
                
                (11,485,411
                )
                
                
                (10,156,074
                )Total
      shareholders’ equity (deficit)
                
                
                (494,897
                )
                
                
                224,840Total
      liabilities and shareholders’ deficit
                
                $
                1,428,585
                
                
                $
                596,846


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





-
9 -





International
Food Products Group, Inc.




Statements
of Operations




For
Each of the Two Years in the Period Ended June 30, 2008







For
      the years ended June 30,2008
            
            
            2007Gross
      sales
            
            $
            1,386,000
            
            
            $
            -Less:
      returns, discounts and allowances
            
            
            -
            
            
            
            -Net
      sales
            
            
            1,386,000
            
            
            
            -Cost
      of goods sold
            
            
            1,366,095
            
            
            
            -Gross
      profit
            
            
            19,905
            
            
            
            -Selling
      expenses
            
            
            297,110
            
            
            
            -General
      and administrative expenses
            
            
            1,041,674
            
            
            
            -Total
      operating expenses
            
            
            1,338,784
            
            
            
            -Loss
      from operations
            
            
            (1,318,879
            )
            
            
            -Other
      income (expense)Interest
      expense
            
            
            (10,458
            )
            
            
            -Loss
      from discontinued operations
            
            
            
            
            
            
            (1,184,659
            )Total
      other expense
            
            
            (10,458
            )
            
            
            -Loss
      before provision for income taxes
            
            
            (1,329,337
            )
            
            
            (1,184,659
            )Provision
      for income taxes
            
            
            
            
            
            
            -Net
      loss
            
            $
            (1,329,337
            )
            
            $
            (1,184,659
            )Net
      loss per share, basic and diluted
            
            $
            (0.00
            )
            
            $
            (0.00
            )Shares
      used in per-share calculation, basic and diluted
            
            
            453,537,501
            
            
            
            348,094,751





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




-
10 -









International
Food Products Group, Inc.




Statements
of Shareholders' Deficit




For
Each of the Two Years in the Period Ended June 30, 2008




AdditionalPreferred
            
            Common
            
            Common
            
            Paid-in
            
            AccumulatedStock
            
            Shares
            
            Stock
            
            Capital
            
            Deficit
            
            TotalBalance
      June 30, 2006
            
            
            
            270,828,501
            
            $
            270,829
            
            $
            7,810,244
            
            $
            (8,971,415
            )
            $
            (890,342
            )Shares
      issued for cash
            
            
            
            3,959,000
            
            
            3,959
            
            
            46,106
            
            
            -
            
            
            50,065Shares
      issued for services
            
            
            
            139,576,000
            
            
            139,576
            
            
            2,110,200
            
            
            -
            
            
            2,249,776Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            (1,184,659)
            
            
            (1,184,659)Balance,
      June 30, 2007
            
            
            
            414
      363 501
            
            
            414,364
            
            
            9,966,550
            
            
            (10,156,074
            )
            
            224,840Shares
      issued for cash
            
            
            
            8,405,000
            
            
            8.405
            
            
            55,595
            
            
            -
            
            
            64,000Shares
      issued for services
            
            
            
            59,200,000
            
            
            59,200
            
            
            406,400
            
            
            
            
            
            465,600Preferred
      Stock
      issued
            16,000
            
            
            
            
            
            
            
            
            64,000
            
            
            
            
            
            80,000Net
      Loss
            
            
            
            
            
            
            
            
            
            
            
            
            (1,329,337)
            
            
            (1,329,337)Balance,
      June 30,
      2008
            16,000
            
            
            481,968,501
            
            $
            481,969
            
            $
            10,492,545
            
            $
            (11,485,411)
            
            $
            (494,897)






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




-
11 -





International
Food Products Group, Inc.




Statements
of Cash Flows




For
Each of the Two Years in the Period Ended June 30, 2008







For
      the Years Ended June 30,2008
            
            2007Cash
      flows from operating activities:Net loss
            
            $
            (1,329,337
            )
            $
            (1,184,659
            )Adjustments to reconcile net loss to net cash used by operating
      activities:Interest accrued on notes payable - related parties paid with
      shares
            
            
            -
            
            
            -Shares issued for services and debt
            
            
            545,600
            
            
            2,249,776Decrease (increase) in assets:Accounts
      Receivable
            
            
            (1,386,000)
            
            
            -Inventory
            
            
            -
            
            
            86,906Prepaid expenses
            
            
            554,143
            
            
            (593,427
            )Other assets
            
            
            -
            
            
            -Increase (decrease) in liabilities:Accounts payable
            
            
            1,268,024
            
            
            (138,643)Accrued compensation costs
            
            
            -
            
            
            (346,390)Accrued expenses
            
            
            111,152
            
            
            (84,948)Net
      cash provided by (used in) operating activities
            
            
            (236,418)
            )
            
            (11,385
            )Cash
      flows provided by (used in) investing activities:Change in restricted cash
            
            
            -
            
            
            -Net
      cash provided by (used in) investing activities
            
            
            -
            
            
            -




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





-
12 -





International
Food Products Group, Inc.




Statements
of Cash Flows




For
Each of the Two Years in the Period Ended June 30, 2008







For
      the Years Ended June 30,2008
            
            2007Cash
      flows provided by (used in) financing activities:Proceeds
      from Related Party
            
            $
            159,448
            
            $Payment on notes payable
            
            
            -
            
            
            (39,128
            )Proceeds from notes payable
            
            
            12,852
            
            
            -Sales of shares of common stock
            
            
            64,000
            
            
            50,065Net
      cash provided by (used in) financing activities
            
            
            236,300
            
            
            10,937Net
      increase (decrease) in cash
            
            
            (118)
            
            
            (448)Cash
      at beginning of year
            
            
            1,870
            
            
            2,318Cash
      at end of year
            
            $
            1,752
            
            $
            1,870Supplemental
      Disclosures of Cash Flow InformationFor
      the Years Ended June 30,2008
            
            
            2007Interest
      paid - third parties
            
            $
            
            
            
            -Income
      taxes paid
            
            $
            -
            
            $
            -Supplemental
      Schedule of Non-cash Investing and Financing ActivitiesFor
      the Years Ended June 30,2008
            
            
            2007Issuance
      of shares in satisfaction of notes payable including accrued
      interest:$
            
            
            $Notes payable - third parties
            
            $
            
            
            $
            -





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




-
13 -





International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008





1.   Summary
of Significant Accounting Policies




Revenue
Recognition




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




Principles of Consolidation
  The financial statements include the accounts
of the Company and its wholly owned subsidiaries, Golden Choice Foods,
Restaurant Holdings Group and Newport Digital Technology, Inc.  All
intercompany transactions have been eliminated in
consolidation.
  Cash




The Company has no requirement for
compensating balances.




Trade
Accounts Receivable




The
Company intends and has the ability to hold trade accounts receivable until they
are paid. Trade accounts receivable are reported at their outstanding principal
amount less any chargeoffs and an allowance for doubtful accounts. When a trade
account receivable is deemed uncollectible, the balance is charged off against
the allowance for doubtful accounts. An allowance for doubtful accounts is based
on the Company's historical loss experience. Recoveries of trade accounts
receivable that have been previously charged off are recorded when received as a
reduction in bad debt expense in the year of collection. The Company determines
trade accounts receivable delinquency based on contractual terms of the specific
trade account receivable. The Company's policy for determining past due is 60
days past agreed upon payment terms. As of June 30, 2008, the Company had one
customer and did no8 establish an allowance for doubtful accounts.







Fair
Value of Financial Instruments




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




-
14 -





International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008




1.   Summary
of Significant Accounting Policies, Continued




Fair
Value of Financial Instruments, Continued




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




At June
30, 2008, the Company’s financial instruments are cash and cash equivalents,
accounts payable-trade, accrued liabilities and notes payable. The recorded
values of cash and cash equivalents and accounts payable and accrued liabilities
approximate their fair values based on their short-term nature. The recorded
value of the notes payable approximates the fair value, as interest approximates
market rates.




Income
Taxes




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




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






-
15 -





International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008







1.   Summary
of Significant Accounting Policies, Continued




Stock-based
compensation




In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123(R), Share-Based Payment. This pronouncement amends SFAS No. 123, Accounting
for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. SFAS No. 123(R) requires that companies account for
awards of equity instruments issued to employees under the fair value method of
accounting and recognize such amounts in their statements of operations. Under
SFAS No. 123(R), we are required to measure compensation cost for all
stock-based awards at fair value on the date of grant and recognize compensation
expense in our consolidated statements of operations over the service period
that the awards are expected to vest.


The
Company accounts for stock-based compensation issued to non-employees and
consultants in accordance with the provisions of SFAS 123(R) and the Emerging
Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"), "Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling, Goods or Services". Common stock issued to
non-employees in exchange for services is accounted for based on the fair value
of the services received





Advertising
Costs




Advertising
costs are expensed as incurred. There were no advertising costs during 2008 and
2007.


.





Interest Expense




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




-
16 -


International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008







1.   Summary
of Significant Accounting Policies, Continued




Use
of Estimates




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






Recently
Issued Accounting Pronouncements






In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations (FAS
141(R)). This Statement provides greater consistency in the accounting and
financial reporting of business combinations. It requires the acquiring entity
in a business combination to recognize all assets acquired and liabilities
assumed in the transaction, establishes the acquisition-date fair value as the
measurement objective for all assets acquired and liabilities assumed, and
requires the acquirer to disclose the nature and financial effect of the
business combination. FAS 141(R) is effective for fiscal years beginning after
December 15, 2008. We will adopt FAS 141(R) no later than the first quarter of
fiscal 2010 and are currently assessing the impact the adoption will have on our
financial position and results of operations.




In
December 2007, the FASB issued SFAS No. 160. Noncontrolling Interests in
Consolidated Financial Statements (FAS 160). This Statement amends Accounting
Research Bulletin No. 51, Consolidated Financial Statements, to establish
accounting and reporting standards for the noncontrolling interest in a
subsidiary and for the deconsolidation of a subsidiary. FAS 160 is effective for
fiscal years beginning after December 15, 2008. We will adopt FAS 160 no later
than the first quarter of fiscal 2010 and are currently assessing the impact the
adoption will have on our financial position and results of
operations.




In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities , which permits entities to choose to measure
at fair value eligible financial instruments and certain other items that are
not currently required to be measured at fair value. This statement requires
that unrealized gains and losses on items for which the fair value option has
been elected be reported in earnings at each subsequent reporting date. SFAS No.
159 is effective for fiscal years beginning after November 15, 2007. We will
adopt SFAS No. 159 no later than the first quarter of fiscal 2009. We are
currently assessing the impact the adoption of SFAS No. 159 will have on our
financial position and results of operations.




In
September 2006, the FASB issued SFAS No. 158, Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 88, 106, and 132(R) . SFAS No. 158 requires company plan sponsors to
display the net over or under-funded position of a defined benefit
postretirement plan as an asset or liability, with any unrecognized prior
service costs, transition obligations or actuarial gains/losses reported as a
component of other comprehensive income in shareholders’ equity. SFAS No. 158 is
effective for fiscal years ending after December 15, 2006. We adopted the
recognition provisions of SFAS No. 158 as of the end of fiscal 2007. The
adoption of SFAS No. 158 did not have an effect on the Company’s financial
position or results of operations.




In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements . SFAS No.
157 establishes a framework for measuring fair value in generally accepted
accounting principles, clarifies the definition of fair value and expands
disclosures about fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the application of SFAS No. 157 may change
current practice for some entities. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years. We will adopt SFAS No. 157 in the
first quarter of fiscal 2009. We are currently assessing the impact that the
adoption of SFAS No. 157 will have on our financial position and results of
operations.




In July
2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in
Income Taxes — an interpretation of FASB Statement No. 109 (FIN 48). This
interpretation clarifies the application of SFAS No. 109, Accounting for Income
Taxes , by defining a criterion that an individual tax position must meet for
any part of the benefit of that position to be recognized in an enterprise’s
financial statements and also provides guidance on measurement, derecognition,
classification, interest and penalties, accounting in interim periods,
disclosure and transition. FIN 48 is effective for fiscal years beginning after
December 15, 2006, but earlier adoption is permitted. The Company is in the
process of evaluating the impact of the application of the Interpretation to its
financial statements.






-
17 -


International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008




1.   Summary
of Significant Accounting Policies, Continued




New
Accounting Pronouncements, Continued




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





2.   Equipment




Equipment
      consisted of the following as of June 30, 2008:Computer
      equipment
            
            $
            35,090Furniture and fixtures
            
            
            2,42437,514Less: accumulated depreciation
            
            
            (37,514
            )Total
      equipment
            
            
            -




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






3.   Accounts
Payable






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






-
18 -





International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008




4.   Notes
Payable


:




Note
      payable to related party who is an officer, director and major
      shareholder; the note is uncollateralized with interest. @10% due on
      demand, including interest
            
            $
            159,448Note
      payable to a third party, uncollateralized with interest @10% due on
      demand, including interest
            
            
            80,500








5.   Deferred
Income Taxes




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





For
      the Years Ended June 30,2008
            
            2007Current tax expense:Federal
            
            
            -
            
            
            -State
            
            $
            -
            
            $
            1,175-
            
            
            1,175Deferred tax expense:Federal
            
            
            -
            
            
            -State
            
            
            --
            
            
            
            
            
            -Total provision
            
            $
            -
            
            $
            1,175






-
19 -







International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008




5.   Deferred
Income Taxes, Continued






Significant
components of the Company's deferred income tax assets and liabilities at June
30, 2008 and 2007 are as follows:




For
      the Years Ended June 30,2008
            
            2007Deferred
      income tax assets:Net operating loss carryforward
            
            $
            3,301,684
            
            $
            2,063,191Allowance and reserves
            
            
            -
            
            
            -Other
            
            
            -
            
            
            -Total deferred income tax asset
            
            
            3,301,684
            
            
            2,063,191Valuation allowance
            
            
            (3,301,684
            )
            
            (2,063,191
            )Net deferred income tax asset
            
            
            -
            
            
            -




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






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




For
      the Years Ended June 30,2008
            
            2007Tax
      benefit at U.S. statutory rate
            
            
            (34.0)
            %
            
            (34.0.)
            %State
      tax provision
            
            
            -
            
            
            -Other
            
            
            -
            
            
            (2.0)Stock-based
      compensation
            
            
            29.9
            
            
            24.9Change
      in valuation allowance
            
            
            4.0
            
            
            12.2Effective
      income tax rate
            
            
            .1
            %
            
            1.1
            %




The
Company also has federal and state net operating loss carryforwards of
approximately 11,000,000. The federal  net operating loss
carryforwards will begin to expire in the years 2018 ..






-
20 -







International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008




6.   Commitments




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




7.   Going
Concern -




The
Company has incurred net losses for the year of
$1,329,227.  Managements plans include an acquisition of a food
company which it believes will lead to profits, significant revenue and
significant funding.  No assurances can be given that the Company will
be able to raise the capital required to implement its business plan. In
addition even if the Company is able to achieve distribution of its products,
there is no assurance that there will be sufficient sell-through of those
products to warrant reorders, that reliable sources of products will be retained
or that the company will be able to sustain levels of sales at prices that
generate sufficient gross profit to cover expenses. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might be necessary
if the company is unable to continue as a going concern.






8.   Share-Based
Compensation




In prior
years, the Company granted options to its officers and certain consultants. No
options were granted during either of the two years in the period ended June 30,
2008. The Company does not have a formal plan for granting options.




The
following table summarizes information about stock options granted and
outstanding at June 30, 2008. There were no changes during the years then ended
June 30, 2008 and 20067 All options granted are fully vested at June 30, 2007
and are exercisable, upon proper notice, in whole or in part at any time. The
options granted have contractual lives ranging from ten to sixteen
years.






-
21 -





International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008







8.   Share-Based
Compensation, Continued




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




Summary
information about the Company's options outstanding all of which are exercisable
at June 30, 2008:




Stock
      Options OutstandingWeightedAverage
            
            
            
            
            
            AverageOption
            
            
            
            
            
            Remaining
            
            
            AverageExercise
            
            
            Number
            
            
            Contractual
            
            
            ExercisePrice
            
            
            Outstanding
            
            
            Life
            
            
            Price$0.083
            
            
            11,250,000
            
            
            3.5
            
            $
            0.083$0.250
            
            
            5,400,000
            
            
            6.2
            
            $
            0.25016,650,000
            
            
            4.4
            
            $
            0.133




The
Company issues shares of its common stock to non employees in payment for
services provided, and issued shares to employees in satisfaction of accrued
compensation. The Company records the fair value of the shares issued to measure
the cost of the transactions with both non employees and employees. The Company
does not have a formal share based compensation plan.






The fair
value of unrestricted shares is determined by the quoted market price at the
measurement date of each issuance. The fair value of restricted shares is
estimated at the measurement date of each issuance using the Black-Scholes
Option Model that uses the assumptions noted in the following table. Expected
volatilities are based on historical








-
22 -





International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008




8.   Share-Based
Compensation, Continued




volatility
of the Company’s common stock. The risk free rate is based on the U.S. Treasury
yield curve in effect at the measurement date.




For
      the Years Ended June 30,2008
            
            
            2007Volatility
            
            175%
      to 736%
            
            
            175%
      to 736%Expected dividends
            
            
            -
            
            
            
            -Risk-free rate
            
            2.18%
      to 3.66%
            
            
            2.18%
      to 3.66%Expected life of the options
            
            1.0
      to 2.0 years
            
            
            1.0
      to 2.0 yearsA
      summary of share activity follows.For
      the Years Ended June 30,2008
            
            
            2007Shares issued to non employees for services:Number of shares issued
            
            
            -
            
            
            
            52,018,996Estimated fair value
            
            $
            -
            
            
            $
            626,313Shares issued to employees in satisfaction of accrued
    payroll:Number of shares issued
            
            
            -
            
            
            
            31,762,839Estimated fair value
            
            $
            -
            
            
            $
            345,879




9.   Loss Per
Share




Basic and
diluted loss per common share have been computed by dividing the loss available
to common shareholders by the weighted-average number of common
shares..




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




For
      the Years Ended June 30,2008
            
            2007Loss per common share, basic and diluted:Numerator:Net loss available to common shareholders
            
            $
            (1,329,337
            )
            $
            (1,184,659
            )Denominator:Weighted average shares - basic and diluted
            
            
            453,547,501
            
            
            348,094,751Loss per common share, basic and diluted
            
            $
            (0.00
            )
            $
            (0.00
            )




The
effect of the potentially dilutive securities listed below was not included in
the computation of diluted loss per share, because to do so would have been
antidilutive for the two years presented.




-
23 -





International
Food Products Group, Inc.




Notes
to the Financial Statements




As
of June 30, 2008 and


For
Each of the Two Years in the Period Ended June 30, 2008




9.   Loss Per
Share, Continued






Common
shares reserved for future issuance are as follows:




For
      the Years Ended June 30,2008
            2007Shares
      of common stock issuable under:Employee stock options
            15,150,000
            15,150,000Nonemployee stock options
            1,500,000
            1,500,000Total
      shares of common stock issuable
            16,650,000
            16,650,000




10. Discontinued
Operations





The
Company discontinued its 2007 operations as an importer of coffee and fine food
products and hence has recognized a loss on these operations.




11.   Stock
Transactions




During
the year ended June 30, 2008 the Company issued 67,605,000 shares of its common
stock, 59,200,000 to consultants for services, and 8,405,000 for cash of $64,000
The shares were valued at their value at the date of issuance.  The
Company also issued 16,000,000 preferred shares to its President , a related
party for accrued salary of $80,000.




12.
Limited Customers




The
Company presently has one customer. A loss of this customer would have a
material impact on the Company’s ability to remain in
business.




-
24 -


Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure





None





Item
9A. Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures
 
 We
maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) that are designed to be effective in providing reasonable assurance that
information required to be disclosed in our reports under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “ SEC”),
and that such information is accumulated and communicated to our management to
allow timely decisions regarding required disclosure.
 
 In
designing and evaluating disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable, not absolute assurance of achieving the
desired objectives. Also, the design of a control system must reflect the fact
that there are resource constraints and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake. The
design of any system of controls is based, in part, upon certain assumptions
about the likelihood of future events and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions.
 
 As of the
end of the period covered by this report, we carried out an evaluation, under
the supervision and with the participation of management, including our chief
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon that
evaluation, management concluded that our disclosure controls and procedures are
effective as of June 30, 2008 to cause the information required to be disclosed
by us in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods prescribed by SEC,
and that such information is accumulated and communicated to management,
including our chief executive officer and principal financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.
 
 Evaluation of and Report on
Internal Control over Financial Reporting
 The
management of International Food Products Group. is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f)
promulgated under the Securities Exchange Act of 1934 as a process designed by,
or under the supervision of, the company’s principal executive and principal
financial officers and effected by the company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures that:
 −
              Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      company;−
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the
      company; and−
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the company’s assets that
      could have a material effect on the financial
  statements.
 Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate. All internal control systems, no matter
how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation. Because of the inherent
limitations of internal control, there is a risk that material misstatements may
not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process safeguards to reduce, though not eliminate, this risk.
  Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of June 30, 2008. In making this assessment, management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in Internal Control-Integrated Framework.
  Based on
its assessment, management concluded that, as of june 30, 2008, the Company’s
internal control over financial reporting is effective based on those
criteria.
  This
annual report does not include an attestation report of the Company’s registered
accounting firm regarding internal control over financial reporting. 
Management’s report is not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission.
  Changes in Internal Control
over Financial Reporting
 
 There was
no change in our internal controls over financial reporting identified in
connection with the requisite evaluation that occurred during our last fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
 Item 9B.  Other
Information.





None


PART
III





Item
10. Directors, Executive Officers and Corporate Governance





The
following table sets forth the names, ages, and positions with IFPG
for


each of
the directors and officers of IFPG.





Name
            Age
      Position (1)Richard
      Damion
            65Chairman,
      CEO, CFO, Secretary, Treasurer and Director since 1996Robert
      George
            73Director
      since 2001





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




-
25 -





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


development.





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.




Neither
of our two directors is considered an independent director.  The definition
the Company uses to determine whether a director is independent is NASDAQ Rule
4200(a)(15).  A copy of that rule is attached to this filing as Exhibit
99.
  Section 16(A) Beneficial Ownership Reporting
Compliance





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





Name
      and principalposition
            Number
      oflate
      reports
            Transactions
      nottimely
      reported
            Known
      failures tofile
      a requiredformRichard
      Damion CEO
            0
            0
            0Joseph
      R. Rodriguez, Jr., Former CFO
            0
            0
            0Robert
      George, Director
            0
            0
            0








Item
11. Executive Compensation





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




Summary
Compensation Table





Name
      and principal position
            Year
            Salary
      ($)
            Stock
      Awards ($)
            Total
      ($)Richard
      Damion, CEO, CFO
            2006
              2007
              2008
            0
              0
              150,000
            0
              0
              80,000
            0
              0
              230,000Joseph
      R. Rodriguez, Jr.
              Former
      CFO
            2006
              2007
              2008
            0
              0
              65,000
            0
              0
              50,000
            0
              0
              115,000Robert
      George
              Director
            2006
              2007
              2008
            25,000
              25,000
              25,000
            0
              3,000
              25,000
            25,000
              28,000
              50,000Ketan
      Mehta
              Former
      President
            2007
            250,000
            1,232,500
            1,482,500








-
26 -







Item
12. 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 October 1, 2008 and by the officers and directors of IFPG as a
group. Except as otherwise indicated, all shares are owned
directly.











Common
            Percent
      of
            Preferred
            Percent
      ofName
      and Address
            Shares
            Class
      (1)
            Shares
            ClassRichard
      Damion (2)
            57,643,457
            12%
            16,000,000
            100%620
      Newport Center Drive, Suite 1100Newport
      Beach, CA 92660Joseph
      R. Rodriguez, Jr. (3)
            48,814,574
            10%620
      Newport Center Drive, Suite 1100Newport
      Beach, CA 92660Robert
      George
            12,384,998
            2.6%620
      Newport Center Drive, Suite 1100Newport
      Beach, CA 92660Ketan
      Mehta
            80,040,000
            16.6%620
      Newport Center Drive, Suite 1100All
      executive officers, directors, and outside individuals
            198,883,029
            41%as
      a group (four)





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





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





(3) Of
the 7,580,212 common shares held by Mr. Rodriguez, 5,580,212 shares are owned
outright. The remaining 6,000,000 shares are shares which can be acquired by Mr.
Rodriguez through the exercise of options.





Item
13. Certain Relationships and Related Transactions





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





·
            Receipt
      of stock compensation by the officers and directors of IFPG for the dollar
      amount set forth in the executive compensation
  table;





·
            The
      receipt of 899,182 shares of common stock by Joseph R. Rodriguez,
      Jr., for cancellation of approximately $27,000 in debt owed to Mr.
      Rodriguez by IFPG.  The stock was issued at the trading value on the
      date of settlement which is the same transaction given to third parties
      for the cancellation of debt.





·
            The
      receipt of 362,371 shares of common stock by Richard Damion for
      cancellation of approximately $10,800 in debt owed to Mr. Damion by
      IFPG.  The stock was issued at the trading value on the date of
      settlement which is the same transaction given to third parties for the
      cancellation of debt.







-
27 -





PART
IV


Item
14. Principal Accountant Fees and Services





Audit
Fees. The aggregate fees billed by our auditors for professional services
rendered in connection with the audit of our annual financial statements for the
fiscal year ended June 30, 2008 and 2007 was approximately $15,000.





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





Tax Fees.
The aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended June 30, 2008 and 2007





All other
Fees. The aggregate fees billed by our auditors for all other non-audit
services, such as attending meetings and other miscellaneous financial
consulting, for the fiscal years ended June 30, 2008 and 2007 were $0 and $0
respectively.





Item
15. Exhibits





Exhibits





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







-
28 -





SIGNATURES








In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








INTERNATIONAL
FOOD PRODUCTS GROUP, INC.








By: /s/
Richard Damion


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


Richard
Damion, Chief Executive Officer





Date:
December 19, 2008





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


Principal
Financial Officer







Date:
December 19, 2008





By:  /s/
Robert George


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


Robert
George, Director





Date:  December
19, 2008


-
29 -