**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, 2006





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





For
      the
      transition period from _________ to ____________





Commission
      File No. 000-33251





**INTERNATIONAL
      FOOD PRODUCTS GROUP, INC.**


(Exact
      name of Registrant as specified in its charter)








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








**170
                Newport Center Drive, Suite 260, Newport Beach,
                CA**
            **92660**(Address
                of principal executive offices)
            (Zip
                Code)





Registrant’s
      telephone number **(949)
      759-7775**





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





Securities
      registered pursuant to Section 12 (g) of the Act: 300,000,000 common shares
      par
      value $0.001 per share





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





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





State
      issuer’s revenues for its most recent fiscal year. $853,294.00.





The
      aggregate market value of the voting stock held by non-affiliates computed
      by
      reference to the last reported sale price of such stock as of October 30, 2006
      is $7,948,173.





The
      number of shares of the issuer’s Common Stock outstanding as of October 31, 2006
      is 296,158,501.





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


**-
          1 -**


**PART
      I**





**Item
      1. Description of Business**





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





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





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





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





Employees





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





Government
      Regulations





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





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





To
      monitor product quality, we maintain quality control programs during all stages
      of processing. Management believes that our production and manufacturing
      practices comply with applicable government regulations.








**Item
      2. Description of Property**





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





**-
          2 -**


**Item
      3. Legal Proceedings**





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





**Item
      4. Submission of Matters to a Vote of Security Holders**





There
      were no matters submitted to a vote of the share holders during the fiscal
      year
      ended June 30, 2006.





**Part
      II**





**Item
      5. Market for Registrant’s Common Equity and Related Stockholders
      Matters**





MARKET
      INFORMATION





The
      common shares of the Company are listed on the OTC Bulletin Board under the
      symbol IFDGE.OB. Following is the high and low sales prices for each each of
      the
      two years in the period ending June 30, 2006. The quotations reflect
      inter-dealer prices, without retail mark-up, mark-down or commission and may not
      represent actual transactions.





Quarter
            High
            LowJul
                - Sep 2004
            0.04
            0.02Oct
                - Dec 2004
            0.03
            0.02Jan
                - Mar 2005
            0.07
            0.02Apr
                - Jun 2005
            0.06
            0.01Jul
                - Sep 2005
            0.04
            0.01Oct
                - Dec 2005
            0.04
            0.01Jan
                -Mar 2006
            0.05
            0.01Apr
                - Jun 2006
            0.06
            0.01





On
      March
      14, 2005 we effected a 3-for1 split of our common stock. All references To
      the
      number of shares and share price have been adjusted to reflect the split As
      if
      it occurred on June 30, 2004.





On
      the
      date of this filing, October 31, 2006, the best bid price of our common shares
      is $0.02 and the best ask price is $0.03.





At
      October 31, 2006 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.





**-
          3 -**


Recent
      Sales of Unregistered Securities





During
      the year ended June 30, 2006, the Company issued 13,741,667 restricted shares
      of
      common stock to nineteen individuals for various types of consulting services,
      satisfaction of debt and cash consideration. The shares were recorded at their
      fair value as of the date of issuance which ranged from $0.033 to $0.05. The
      transactions were transactions exempt from the registration requirements of
      section 5 of the Securities Act of 1933 pursuant to section 4(2) of the
      Act.





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





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





A
      Note
      about Forward-Looking Statements





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





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








**Plan
      of Operations**





During
      the past year, we have developed into an international importer and U.S.
      representative for various domestic and foreign product companies. Some of
      the
      products that we represent include premium coffees from Columbia, fresh squeezed
      juices, organic vegetables from Asia and Frozen fruits and vegetables from
      China, Canada, and the United States. Fiscal year 2006 was a year of transition
      for IFPG. Management made a concerted effort to acquire new products and refresh
      our marketing strategies that will greatly expand the lines of products that
      we
      offer.





These
      decisions have positioned us in many major retail categories - Coffee, frozen
      vegetables and frozen fruits, both organic and non-organic, bulk cheese sales,
      and fresh squeezed juices.







We
      have
      expanded our coffee resources to include both domestic and Colombian sources,
      and have begun to import these products under the Golden Choice Foods® brand for
      immediate resale to major retailers.





We
      expect
      to begin shipping our fresh squeezed juices during the second quarter of fiscal
      2007 to one of the world’s largest club stores. At this time we are
      discontinuing the shipping of our fractional pack coffee whole bean coffee.
      We
      began shipping of our organic blueberries during the first fiscal quarter of
      2006. This test program was successful, however we were not able to obtain
      a
      reliable source of supply and have therefore ceased taking orders for this
      product.





Our
      Colombian Coffee is roasted in the Coastal Valley of the Sierra Nevada de Santa
      Marta mountain range in a facility which has a 100 million pound roasting
      capacity and has been in business for over 70 years roasting quality coffee.
      We
      believe roasting in Columbia provides significant cost advantages that should
      allow us to provide high quality Colombian Coffee at competitive prices in
      the
      USA. We are also looking to domestic sources for this same high quality coffee
      to insure on-time deliveries in case of any disruption due to unpredictable
      world events.





**-
          4 -**


During
      the latter part of fiscal 2006 we commenced a domestic cheese program and made
      our first deliveries of these products in the first quarter of fiscal 2007.
      We
      believe that we have secured a reliable source of supply for these products
      and
      expect our sales of cheese products to continue.





Our
      primary goal for the coming year is to establish IFPG as a company with a solid
      revenue stream. We expect be able to accomplish this with the products that
      we
      have at this time. To accomplish these strategies, we must raise capital either
      as equity, debt or lines of credit. Management intends to work diligently to
      accomplish raising the needed capital.





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





Results
      of Operations for the fiscal years ended June 30, 2006 and 2005.





*Net
      Sales* .
      Net
      sales for the fiscal year ended June 30, 2006, compared to the fiscal year
      ended
      June 30, 2005, increased approximately 400% from $209,966 to $838,660. Coffee
      sales increased from $209,966 in 2005 to $670,292 in 2006. The balance of our
      sales in 2006 was of blueberries. All of our sales in 2005 were of coffee.
      The
      increase in coffee sales resulted from our introduction in 2006 of our line
      of
      whole bean coffee products. We were not able to secure a consistent source
      of
      supply for our blueberry products and have discontinued taking orders for these
      products.




*Cost
      of Sales* .
      The
      Cost of Sales for fiscal year ended June 30, 2005, was $286,671 or approximately
      137% of net sales, as compared to $23,653, or approximately 3% of net sales
      for
      the fiscal year ended June 30, 2006. Cost of sales, for the period, was in
      line
      with our projections for our new products. The cost of coffee and blueberries
      increased dramatically after we had committed to the sales price to our
      customers and due to our size, we were unable to lock-in our cost of raw coffee
      and blueberries





*Selling
      Expenses* .
      Selling
      expenses for the fiscal year ended June 30, 2006, were $778,104 or approximately
      93% of net sales, as compared to $528,803 or approximately 252% of net sales
      for
      the fiscal year ended June 30, 2005. We continue to invest in sales support
      while our new products are in development.





*General
      and Administrative expenses* .
      General
      and Administrative expenses for the fiscal year ended June 30, 2006, were
      $580,812 or approximately 70% of net sales, as compared to $771,142 or
      approximately 368% of net sales for the fiscal year ended June 30, 2005. We
      believe that these expenses will continue to decline as our infrastructure
      develops and should not increase substantially as sales increase.





*Interest
      Expense.* Interest
      expense for the fiscal year ended June 30, 2006 was $223,651compared to $4,534
      in the fiscal year ended June 30, 2005. This increase is a result of loan fees
      of $183,333 and interest on loans we obtained to finance our increase in sales
      during 2006.





**-
          5 -**





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





Our
      total
      assets were $90,773 at June 30, 2006, and consisted primarily of cheese
      inventory which was sold in the first fiscal quarter of 2007..





The
      Total
      Shareholders Equity decreased from $(359,971), as of the fiscal year ended
      June
      30, 2004, to $(405,065) as of the fiscal year ended June 30, 2005.





Critical
      Accounting Policies





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





Management
      is of the opinion that our cash on hand and revenues from operations are
      insufficient to meet our operational needs for the next twelve months.
      Accordingly, management will rely upon proceeds from debt financing from related
      and unrelated parties.





Material
      events and uncertainties. We anticipate that we will begin to be profitable
      during the second quarter of fiscal year 2006. For this to happen, we must
      be
      successful in raising additional capital in order to deliver our products to
      the
      marketplace. Prior to this, we will continue to raise additional capital, factor
      accounts receivable or obtain debt financing. Additionally, we must be able
      to
      continue to develop markets and gain consumer acceptance of our
      products.





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





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





Certain
      Trends and Uncertainties:





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





Commodity
      Prices and Competition:





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





**-
          6 -**


Raw
      Materials and Other Supplies:





The
      coffee industry has ample manufacturing capacity and is expected to continue
      to
      do so in the future. The prices IFPG pays for its raw materials are subject
      to
      fluctuation and to currency exchange rate fluctuation. When prices increase,
      IFPG may or may not be able to pass on such increases to its customers. IFPG's
      results of operations could be adversely affected if its raw material suppliers
      are unwilling or unable to supply a timely and sufficient supply of product
      to
      IFPG and if IFPG is unable to pass on price increases to its
      customers.





Raw
      Coffee Costs:





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





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





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





General
      domestic economic and political conditions


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


The
      availability and timing of receipt of necessary outside capital


Other
      risk factors described from time to time inthe
      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.





**-
          7 -**


**Item
      7. Financial Statements**


**International
        Food Products Group, Inc.**
  **Financial
        Statements**
  ***June
        30, 2006 and***
 ***For
        Each of the Two Years in the Period Ended June 30, 2006***
 
 
 **-
            8 -**


**International
        Food Products Group, Inc.**
  **Index
        to the Financial Statements**
  ***June
        30, 2006 and***
 ***For
        Each of the Two Years in the Period Ended June 30, 2006***
 
 
 
 Report
                  of Independent Registered Public Accounting Firm
              10Financial
                  Statements of International Food Products Group, Inc.:Balance
                  Sheet, June 30, 2006
              11Statements
                  of Operations For Each of the Two Years in the Period Ended June
                  30,
                  2006
              12Statements
                  of Shareholders' Deficit For Each of the Two Years in the Period
                  Ended
                  June 30, 2006
              13Statements
                  of Cash Flows For Each of the Two Years in the Period Ended June
                  30,
                  2006
              14Notes
                  to the Financial Statements
              16





**-
          9 -**




*Report
        of Independent Registered Public Accounting Firm*
   To
        the
        Board of Directors and the Shareholders of
 International
        Food Products Group, Inc.
  We
        have
        audited the accompanying balance sheet of International Food Products Group,
        Inc. as of June 30, 2006 and the related statements of operations, shareholders'
        deficit and cash flows for each of the two years in the period ended June
        30,
        2006. These financial statements are the responsibility of the Company's
        management. Our responsibility is to express an opinion on these financial
        statements based on our audits.
  We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        financial statements are free of material misstatement. An audit includes
        examining, on a test basis, evidence supporting the amounts and disclosures
        in
        the financial statements. An audit also includes assessing the accounting
        principles used and significant estimates made by management, as well as
        evaluating the overall financial statement presentation. We believe that
        our
        audits provide a reasonable basis for our opinion.
  In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of International Food Products
        Group,
        Inc. as of June 30, 2006, and the results of its operations and its cash
        flows
        for each of the two years in the period ended June 30, 2006, in conformity
        with
        accounting principles generally accepted in the United States.
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 7, *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, has a working capital deficit, and has a stockholders'
        capital deficiency that raise substantial doubt about its ability to continue
        as
        a going concern. Additionally, the Company has embarked on a sales program
        related to imported products that requires significant financing. Management's
        plans in regard to these matters are also described in Note 7. The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
  
 Kelly
        & Company
 Costa
        Mesa, California
 October
        27, 2006
   **-
            10 -**


**International
        Food Products Group, Inc.**
  **Balance
        Sheet**
  ***June
        30, 2006***





Current
                  assets:Cash
              
              $
              2,318Inventory
              
              
              86,906Prepaid
                  insurance
              
              
              1,549Total
                  current assets
              
              
              90,773**Total
                  assets**
              
              **$**
              **90,773**
 
 *Liabilities
        and Shareholders' Deficit*
 
 Current
                  liabilities:Trade
                  accounts payable
              
              $
              300,851Judgment
                  payable
              
              
              142,150Accrued
                  compensation costs
              
              
              346,390Other
                  accrued expenses
              
              
              101,596Notes
                  payable - related parties
              
              
              3,128Note
                  payable - third party
              
              
              87,000Total
                  current liabilities
              
              
              981,115Commitments
                  and contingenciesShareholders’
                  deficit:Common
                  stock: $.001 par value; 300,000,000 shares authorized; 270,828,501
                  shares
                  issued and outstanding
              
              
              270,829Additional
                  paid-in capital
              
              
              7,810,244Accumulated
                  deficit
              
              
              (8,971,415
              )**Total
                  shareholders' deficit**
              
              
              **(890,342**
              **)****Total
                  liabilities and shareholders' deficit**
              
              **$**
              **90,773**
  
 **-
            11 -**
  **International
          Food Products Group, Inc.**
  **Statements
          of Operations**
  ***For
          Each of the Two Years in the Period Ended June 30, 2006***





For
                the years ended June 30,2006
            
            2005Gross
                sales
            
            $
            853,294
            
            $
            253,319Less:
                returns, discounts and allowances
            
            
            (14,634
            )
            
            (43,353
            )Net
                sales
            
            
            838,660
            
            
            209,966Cost
                of goods sold
            
            
            815,007
            
            
            286,671Gross
                profit (loss)
            
            
            23,653
            
            
            (76,705
            )Selling
                expenses
            
            
            778,104
            
            
            528,803General
                and administrative expenses
            
            
            580,812
            
            
            777,142Total
                operating expenses
            
            
            1,358,916
            
            
            1,305,945**Loss
                from operations**
            
            
            **(1,335,263**
            **)**
            
            **(1,382,650**
            **)**Other
                income (expense):Interest
                expense - third parties
            
            
            (218,990
            )
            
            (1,440
            )Interest
                expense - related parties
            
            
            (4,661
            )
            
            (3,094
            )Total
                other expense
            
            
            (223,651
            )
            
            (4,534
            )**Loss
                before provision for income taxes**
            
            
            **(1,558,914**
            **)**
            
            **(1,387,184**
            **)**Provision
                for income taxes
            
            
            (1,175
            )
            
            (800
            )**Net
                loss**
            
            **$**
            **(1,560,089**
            **)**
            **$**
            **(1,387,984**
            **)****Net
                loss per share, basic and diluted**
            
            **$**
            **(0.01**
            **)**
            **$**
            **(0.01**
            **)****Shares
                used in per-share calculation, basic and diluted**
            
            
            **252,327,320**
            
            
            **171,223,169**









**-
          12 -**




**International
        Food Products Group, Inc.**
  **Statements
        of Shareholders' Deficit**
  ***For
        Each of the Two Years in the Period Ended June 30, 2006***





AdditionalCommon
            
            Common
            
            Paid-in
            
            AccumulatedShares
            
            Stock
            
            Capital
            
            Deficit
            
            Total**Balance
                June 30, 2004**
            
            
            **126,213,660**
            
            **$**
            **126,214**
            
            **$**
            **5,537,157**
            
            **$**
            **(6,023,342**
            **)**
            **$**
            **(359,971**
            **)**Shares
                issued for services
            
            
            52,018,996
            
            
            52,019
            
            
            574,294
            
            
            -
            
            
            626,313Shares
                issued in satisfaction of accrued payroll
            
            
            31,762,839
            
            
            31,763
            
            
            314,116
            
            
            -
            
            
            345,879Shares
                issued in satisfaction of debt
            
            
            31,191,339
            
            
            31,191
            
            
            265,495
            
            
            -
            
            
            296,686Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,387,984
            )
            
            (1,387,984
            )**Balance,
                June 30, 2005**
            
            
            **241,186,834**
            
            
            **241,187**
            
            
            **6,691,062**
            
            
            **(7,411,326**
            **)**
            
            **(479,077**
            **)**Shares
                issued for cash
            
            
            7,760,000
            
            
            7,760
            
            
            168,740
            
            
            -
            
            
            176,500Shares
                issued for services
            
            
            16,565,000
            
            
            16,565
            
            
            723,395
            
            
            -
            
            
            739,960Shares
                issued for loan fee
            
            
            3,666,667
            
            
            3,667
            
            
            179,666
            
            
            -
            
            
            183,333Shares
                issued in satisfaction of debt
            
            
            1,650,000
            
            
            1,650
            
            
            47,381
            
            
            -
            
            
            49,031Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,560,089
            )
            
            (1,560,089
            )**Balance,
                June 30, 2006**
            
            
            **270,828,501**
            
            **$**
            **270,829**
            
            **$**
            **7,810,244**
            
            **$**
            **(8,971,415**
            **)**
            **$**
            **(890,342**
            **)**












**-
          13 -**


**International
        Food Products Group, Inc.**
  **Statements
        of Cash Flows**
  ***For
        Each of the Two Years in the Period Ended June 30, 2006***


For
                  the Years Ended June 30,2006
              
              2005*Cash
                  flows from operating activities:*Net loss
              
              $
              (1,560,089
              )
              $
              (1,387,984
              )Adjustments to reconcile net loss to net cash used by operating
                  activities:Depreciation
              
              
              -
              
              
              441Interest accrued on notes payable - related parties paid with
                  shares
              
              
              725
              
              
              2,883Interest accrued on note payable - third party
              
              
              -
              
              
              207Interest accrued on note payable - related parties
              
              
              -
              
              
              210Shares issued for services and loan fees
              
              
              923,293
              
              
              972,191Decrease (increase) in assets:Trade accounts receivable
              
              
              -
              
              
              44,784Inventory
              
              
              (86,906
              )
              
              -Prepaid expenses
              
              
              6,255
              
              
              (6,125
              )Other assets
              
              
              180
              
              
              (180
              )Increase (decrease) in liabilities:Accounts payable
              
              
              142,183
              
              
              (53,072
              )Judgment payable
              
              
              16,014
              
              
              126,136Accrued compensation costs
              
              
              287,877
              
              
              (5,407
              )Accrued expenses
              
              
              42,653
              
              
              33,511**Net
                  cash provided by (used in) operating activities**
              
              
              **(227,815**
              **)**
              
              **(272,405**
              **)***Cash
                  flows provided by (used in) investing activities:*Change in restricted cash
              
              
              -
              
              
              200,120**Net
                  cash provided by (used in) investing activities**
              
              
              **-**
              
              
              **200,120**
    
 **-
            14 -**
 **International
          Food Products Group, Inc.**
  **Statements
          of Cash Flows**
  ***For
          Each of the Two Years in the Period Ended June 30, 2006***
   For
                  the Years Ended June 30,2006
              
              2005*Cash
                  flows provided by (used in) financing activities:*Proceeds from advances from related parties
              
              $
              172,890
              
              $
              290,584Payment on a note payable from a related party
              
              
              (206,338
              )
              
              (11,018
              )Proceeds from notes payable from third parties
              
              
              634,534
              
              
              -Payment on a note payable from a third party
              
              
              (547,534
              )
              
              (207,200
              )Sales of shares of common stock
              
              
              176,500
              
              
              -**Net
                  cash provided by (used in) financing activities**
              
              
              **230,052**
              
              
              **72,366****Net
                  increase (decrease) in cash**
              
              
              **2,237**
              
              
              **81****Cash
                  at beginning of year**
              
              
              **81**
              
              
              **-****Cash
                  at end of year**
              
              **$**
              **2,318**
              
              **$**
              **81***Supplemental
                  Disclosures of Cash Flow Information*For
                  the Years Ended June 30,2006
              
              
              2005Interest
                  paid - third parties
              
              $
              22,000
              
              
              1,528Income
                  taxes paid
              
              $
              1,175
              
              $
              800*Supplemental
                  Schedule of Non-cash Investing and Financing
                  Activities*For
                  the Years Ended June 30,2006
              
              
              2005Issuance
                  of shares in satisfaction of notes payable including accrued
                  interest:Notes payable - related parties
              
              $
              -
              
              $
              296,686Notes payable - third parties
              
              $
              49,031
              
              $
              -Common stock
              
              $
              (1,650
              )
              $
              (31,191
              )Additional paid-in capital
              
              $
              (47,381
              )
              $
              (265,495
              )Issuance
                  of shares in satisfaction of accrued payroll:Accrued payroll - related parties
              
              $
              -
              
              $
              345,879Common stock
              
              $
              -
              
              $
              (31,763
              )Additional paid-in capital
              
              $
              -
              
              $
              (314,116
              )
 
   **-
            15 -**


**International
        Food Products Group, Inc.**
  **Notes
        to the Financial Statements**
  ***As
        of June 30, 2006 and***
 ***For
        Each of the Two Years in the Period Ended June 30,
        2006***
 
  **1.**  **Summary
          of Significant Accounting Policies**
  *Revenue
          Recognition*
  Product
          revenues are recognized upon shipment to the customers. Provisions for
          discounts
          and rebates to customers, estimated returns and allowances, and other
          adjustments are provided for in the same period the related revenues are
          recorded.
  *Cash*
  The
          Company
          has no requirement for compensating balances.
  *Trade
          Accounts Receivable*
  The
          Company intends and has the ability to hold trade accounts receivable until
          they
          are paid. Trade accounts receivable are reported at their outstanding principal
          amount less any chargeoffs and an allowance for doubtful accounts. When
          a trade
          account receivable is deemed uncollectible, the balance is charged off
          against
          the allowance for doubtful accounts. An allowance for doubtful accounts
          is based
          on the Company's historical loss experience. Recoveries of trade accounts
          receivable that have been previously charged off are recorded when received
          as a
          reduction in bad debt expense in the year of collection. The Company determines
          trade accounts receivable delinquency based on contractual terms of the
          specific
          trade account receivable. The Company's policy for determining past due
          is 60
          days past agreed upon payment terms. As of June 30, 2006, the Company did
          not
          have a trade accounts receivable nor did it establish an allowance for
          doubtful
          accounts.
  *Inventories*
  Inventories
          are stated at the lower of cost or market. Cost is determined on a standard
          cost
          basis, which approximates the first in-first out method of valuation. Market
          is
          determined based on net realizable value. The Company's management monitors
          its
          inventories for excess, obsolete, slow moving, and calendar date sensitive
          items
          and makes necessary valuation corrections when such adjustments are required.
          Inventory at June 30, 2006 consisted of cheese ready for sale.
  *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
   **-
              16 -**
 **International
            Food Products Group, Inc.**
  **Notes
            to the Financial Statements**
  ***As
            of June 30, 2006 and***
 ***For
            Each of the Two Years in the Period Ended June 30,
            2006***
 **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, 2006, 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.
  *Stock
            Split*
  In
            January 2005, the Company’s Board of Directors approved a three-for-one stock
            split of the Corporation’s common stock affected in the form of a 100% stock
            dividend, which was distributed on May 10, 2005, to shareholders of record
            on
            March 15, 2005. Shareholders’
  **-
              17 -**
  **International
            Food Products Group, Inc.**
  **Notes
            to the Financial Statements**
  ***As
            of June 30, 2006 and***
 ***For
            Each of the Two Years in the Period Ended June 30,
            2006***
  **1.**  **Summary
          of Significant Accounting Policies, Continued**
  *Stock
          Split, Continued*
  equity,
          common stock, and stock option activity for all periods presented have
          been
          restated to give retroactive recognition to the stock split. As part of
          the
          forward stock split the Company transferred $149,125 from additional paid-in
          capital to common stock to reflect the increase in the number of shares
          outstanding at par value.
  *Share-Based
          Payment*
  In
          December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
          No.
          123R, *Share-Based
          Payment* .
          This
          statement replaces SFAS No. 123, *Accounting
          for Stock-Based Compensation* ,
          supersedes APB Opinion No. 25, *Accounting
          for Stock Issued to Employees* ,
          and
          amends SFAS No. 95, *Statement
          of Cash Flows* .
          SFAS
          No. 123R requires companies to apply a fair-value-based measurement method
          in
          accounting for share-based payment transactions with employees and to record
          compensation cost for all stock awards granted after the required effective
          date
          and for awards modified, repurchased, or cancelled after that date. The
          scope of
          SFAS No. 123R encompasses a wide range of share-based compensation arrangement,
          including share options, restricted share plans, performance based awards,
          share
          appreciation rights, and employee share purchase plans. The Company has
          elected
          to adopt SFAS No. 123R retrospectively as of June 30, 2005. The adoption
          of SFAS
          No. 123R had no significant effect on net income, loss per share, or share-based
          compensation cost for either of the two years in the period ended June
          30,
          2006.
  *Advertising
          Costs*
  Advertising
          costs are expensed as incurred. There were no advertising costs during
          2006 and
          2005.
  *Shipping
          Costs*
  Freight-out
          costs are included in cost of sales and were $16,809 and $41,854 for each
          of the
          two years ended June 30, 2006 and 2005, respectively.
 ****
 *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.
  **-
              18 -**
 **International
            Food Products Group, Inc.**
  **Notes
            to the Financial Statements**
  ***As
            of June 30, 2006 and***
 ***For
            Each of the Two Years in the Period Ended June 30, 2006***
 
  **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 statements.
  *Product
              Development*
  The
              Company's product development activities principally involve product
              name
              selection, product shape determination, artistic design of the product
              packaging, arrangement for the related manufacturing extrusion tools
              and dies,
              selection of seasonings, grains and other ingredients, taste and market
              testing.
              The costs of these activities are expensed as incurred and for the
              years ended
              June 30, 2006 and 2005 were $19,720 and $14,000, respectively.
  *Reclassifications*
  Certain
              prior year amounts have been reclassified to conform to fiscal 2006
              presentation. These changes had no impact on previously reported results
              of
              operations or shareholders' deficit.
  *New
              Accounting Pronouncements*
  In
              September 2006, the Financial Accounting Standards Board ("FASB") issued
              Statement of Financial Accounting Standards ("SFAS") No. 157, *Fair
              Value Measurements* .
              This
              Statement defines fair value, establishes a framework for measuring
              fair value
              in generally accepted accounting principles, and expands disclosures
              about fair
              value measurements. This Statement applies under other accounting pronouncements
              that require or permit fair value measurements. This Statement does
              not require
              any new fair value measurements. The Company does not expect the adoption
              of
              this statement to have a material impact on its financial position,
              results of
              operations or cash flows.
  In
              November 2004, the FASB issued SFAS No. 151, *Inventory Costs.* This
              Statement amends the guidance in ARB No. 43, Chapter 4, "Inventory
              Pricing,” to
              clarify the accounting for abnormal amounts of idle facility expense,
              freight,
              handling costs, and wasted material (spoilage). Paragraph 5 of ARB
              43, Chapter
              4, previously stated that “...under some circumstances, items such as idle
              facility expense, excessive spoilage, double freight, and rehandling
              costs may
              be so abnormal as to require treatment as current period charges...” This
              Statement requires that those items be recognized as current-period
              charges
              regardless of whether they meet the criterion of “so abnormal.” In addition,
              this Statement requires that
   **-
                19 -**
 **International
              Food Products Group, Inc.**
  **Notes
              to the Financial Statements**
  ***As
              of June 30, 2006 and***
 ***For
              Each of the Two Years in the Period Ended June 30, 2006***
 **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, 2006:Computer equipment
                    
                    $
                    35,090Furniture and fixtures
                    
                    
                    2,42437,514Less: accumulated depreciation
                    
                    
                    (37,514
                    )**Total
                        equipment**
                    
                    
                    **-**
  Depreciation
              expense for the year ended June 30, 2005 was $441. Equipment was fully
              depreciated at June 30, 2005.
   **3.**  **Judgment
              Payable**
   In
              March
              2005, a vendor of the Company who supplied packaging for the Company's
              products
              during the period from fiscal year 2000 through fiscal year 2002 obtained
              a
              judgment in the California Superior Court against the Company for the
              amounts
              due for the products that were provided and court-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. Accordingly, the amount previously
              recorded as a trade account payable has been reclassified as a judgment
              payable.
   **-
                  20 -**
 **International
                Food Products Group, Inc.**
  **Notes
                to the Financial Statements**
  ***As
                of June 30, 2006 and***
 ***For
                Each of the Two Years in the Period Ended June 30,
                2006***
 
  **4.**  **Notes
                  Payable**
  *Notes
                  Payable - Related Parties*
  Notes
                  payable - related parties at June 30, 2006 are as follows:
  Note
                            payable to related party who is an officer, director
                            and major
                            shareholder; the note is uncollateralized with interest.
                            The note is due
                            on December 31, 2006.
                        
                        $
                        8Note
                            payable to related party who is an officer, director
                            and major
                            shareholder; uncollateralized with interest; due on December
                            31,
                            2006.
                        
                        
                        3,120**Notes
                            payable - related parties**
                        
                        **$**
                        **3,128***Note
                            Payable - Third Party*Note
                            payable - third party at June 30, 2006 is as follows:Note
                            payable to a third party with an effective interest rate
                            of 24% per annum,
                            uncollateralized, principal and interest due on demand.
                        
                        $
                        87,000**Note
                            payable - third party**
                        
                        **$**
                        **87,000**
  Loan
                  fees, paid through the issuance of shares of Company's common stock,
                  are
                  recorded as interest expense.
   **5.**  **Deferred
                  Income Taxes**
   The
                  components of the provision for income taxes are as follows:
  **For
                              the Years Ended June 30,**2006
                          
                          2005Current tax expense:Federal
                          
                          
                          -
                          
                          
                          -State
                          
                          $
                          1,175
                          
                          $
                          8001,175
                          
                          
                          800Deferred tax expense:Federal
                          
                          
                          -
                          
                          
                          -State
                          
                          
                          --
                          
                          
                          
                          
                          
                          -**Total provision**
                          
                          **$**
                          **1,175**
                          
                          **$**
                          **800**
    **-
                21 -**
 **International
              Food Products Group, Inc.**
  **Notes
              to the Financial Statements**
  ***As
              of June 30, 2006 and***
 ***For
              Each of the Two Years in the Period Ended June 30,
              2006***
 
  **5.**  **Deferred
                Income Taxes, Continued**
   Significant
                components of the Company's deferred income tax assets and liabilities
                at June
                30, 2006 and 2005 are as follows:
  **For
                          the Years Ended June 30,**2006
                      
                      2005Deferred
                          income tax assets:Net operating loss carryforward
                      
                      $
                      2,063,191
                      
                      $
                      1,975,746Allowance and reserves
                      
                      
                      -
                      
                      
                      33,019Other
                      
                      
                      -
                      
                      
                      272Total deferred income tax asset
                      
                      
                      2,063,191
                      
                      
                      2,009,037Valuation allowance
                      
                      
                      (2,063,191
                      )
                      
                      (2,009,037
                      )**Net deferred income tax asset**
                      
                      
                      -
                      
                      
                      -
  The
                Company, based upon its history of losses and management's assessment
                of when
                operations are anticipated to generate taxable income, has concluded
                that it is
                more likely than not that none of the net deferred income tax assets
                will be
                realized through future taxable earnings and has established a valuation
                allowance for them. The valuation allowance increased by $54,154
                and $179,239
                during the years ended June 30, 2006 and 2005, respectively.
   Reconciliation
                of the effective tax rate to the U.S. statutory rate is as follows:
  **For
                          the Years Ended June 30,**2006
                      
                      2005Tax
                          benefit at U.S. statutory rate
                      
                      
                      (34.0
                      )%
                      
                      (34.0
                      )%State
                          tax provision
                      
                      
                      -
                      
                      
                      -Other
                      
                      
                      (2.0
                      )
                      
                      -Stock-based
                          compensation
                      
                      
                      24.9
                      
                      
                      28.3Change
                          in valuation allowance
                      
                      
                      12.2
                      
                      
                      5.8**Effective
                          income tax rate**
                      
                      
                      **1.1**
                      **%**
                      
                      **0.1**
                      **%**
  The
                Company also has federal and state net operating loss carryforwards
                of
                $4,813,412 and $4,804,914, respectively. The federal and state net
                operating
                loss carryforwards will begin to expire in the years 2018 and 2005,
                respectively.
  **-
                22 -**
  **International
              Food Products Group, Inc.**
  **Notes
              to the Financial Statements**
  ***As
              of June 30, 2006 and***
 ***For
              Each of the Two Years in the Period Ended June 30,
              2006***
 
  **6.**  **Commitments**
  The
                  Company rents its corporate office on a month to month basis. Rental
                  expense was
                  $25,615 and $24,194 for the years ended June 30, 2006 and 2005,
                  respectively.
  **7.**  **Contingencies
                and Concentrations**
  *Financial
                Results, Liquidity and Management's Plan*
  The
                Company has incurred net losses since inception and for the years
                ended June 30,
                2006 and 2005 the net losses were $1,541,212 and $1,387,984, respectively.
                Despite its negative cash flows from operations of $227,816 and $272,405
                for
                fiscal years 2006 and 2005, respectively, the Company has been able
                to obtain
                additional operating capital through private funding sources, which
                was repaid
                through the issuance of common shares. Management's plans include
                the continued
                development of the Company's new imported product distribution programs
                and a
                new customer development program that it believes will enhance its
                ability to
                generate revenues from the sale of the Company's products. The Company
                has
                relied upon equity funding and loans from shareholders since
                inception.
  During
                the year ended June 30, 2006, the Company financed its operations
                through loans
                from third parties, net of repayments of $87,000, and the sale of
                shares of its
                common stock totaling $176,500. The Company may offer shares of its
                common stock
                in future years to raise additional capital.
  No
                assurances can be given that the Company can obtain sufficient working
                capital
                through the sale of the Company's securities and borrowing 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 financial position or results
                from
                operations.
  In
                August
                2006, the Company was named as a defendant in a lawsuit brought by
                a former
                vendor. The allegation contained in the complaint seeks damages that
                amount to
                the former vendor’s claims for product provided the Company amounting to
                $126,876. The Company has recorded the amount claimed as accounts
                payable as of
                June 30, 2006.
    **-
                    23 -**
  **International
                Food Products Group, Inc.**
  **Notes
                to the Financial Statements**
  ***As
                of June 30, 2006 and***
 ***For
                Each of the Two Years in the Period Ended June 30, 2006***
 **7.**  **Contingencies
                  and Concentrations, Continued**
  *Concentration
                  of Credit Risk*
  Financial
                  instruments, which potentially subject the Company to concentrations
                  of credit
                  risk, consist primarily of trade accounts receivable. The Company
                  has sold
                  products in the year ended June 30, 2006 to a single large retailer.
                  Exposure to
                  losses on accounts receivable is principally dependent on the individual
                  customer's financial condition, as credit sales are not collateralized.
                  The
                  Company monitors its exposure to credit loss and reserves those
                  accounts
                  receivable that it deems to be uncollectible. Its one customer
                  accounted for
                  100% of the Company's sales for the year ended June 30, 2006 and
                  2005. The
                  Company had no accounts receivable from this customer at June 30,
                  2006 and has
                  made no sales to this customer subsequent to June 30, 2006.
  *Risks
                  Associated with Concentrations in the Available Sources of Supply
                  of
                  Materials*
  The
                  products that were sold by the Company during the years ended June
                  30, 2006 and
                  2005 are available from a limited number of suppliers located exclusively
                  in
                  foreign countries that are subject to civil unrest. The Company
                  has not been
                  able to obtain products as required, and has not been able to develop
                  alternative sources as required. This has resulted in the loss
                  of sales and has
                  had a material adverse effect on the Company's business, financial
                  condition,
                  and results of operations.
  **8.**  **Share-Based
                  Compensation**
  In
                  prior
                  years, the Company granted options to its officers and certain
                  consultants. No
                  options were granted during either of the two years in the period
                  ended June 30,
                  2006. 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, 2006. There were no changes during the
                  years then ended
                  June 30, 2006 and 2005. All options granted are fully vested at
                  June 30, 2006
                  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.
   **-
                      24 -**
 **International
                    Food Products Group, Inc.**
  **Notes
                    to the Financial Statements**
  ***As
                    of June 30, 2006 and***
 ***For
                    Each of the Two Years in the Period Ended June 30, 2006***
 
  **8.**  **Share-Based
                      Compensation, Continued**
  WeightedAverageShares
                            
                            Exercise
                                PriceBalance,
                                June 30, 2004
                            
                            
                            16,650,000
                            
                            $
                            0.133Granted
                            
                            
                            -
                            
                            
                            -Exercised
                            
                            
                            -
                            
                            
                            -Canceled
                            
                            
                            -
                            
                            
                            -Balance,
                                June 30, 2005
                            
                            
                            16,650,000
                            
                            
                            0.133Granted
                            
                            
                            -
                            
                            
                            -Exercised
                            
                            
                            -
                            
                            
                            -Canceled
                            
                            
                            -
                            
                            
                            -**Balance,
                                June 30, 2006**
                            
                            
                            **16,650,000**
                            
                            **$**
                            **0.133**Exercisable
                                at June 30, 2005
                            
                            
                            16,650,000
                            
                            $
                            0.133Exercisable
                                at June 30, 2006
                            
                            
                            16,650,000
                            
                            $
                            0.133
  Summary
                      information about the Company's options outstanding all of
                      which are exercisable
                      at June 30, 2006:
  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
    **-
                          25 -**
 **International
                Food Products Group, Inc.**
  **Notes
                to the Financial Statements**
  ***As
                of June 30, 2006 and***
 ***For
                Each of the Two Years in the Period Ended June 30, 2006***
 
  **8.**  **Share-Based
                  Compensation, Continued**
  volatility
                  of the Company’s common stock. Volatilities increased in 2006 as the per share
                  value of the Company’s common stock returned to the levels prior to the 3 for 1
                  split. The risk free rate is based on the U.S. Treasury yield curve
                  in effect at
                  the measurement date.
  **For
                            the Years Ended June 30,**2006
                        2005Volatility
                        
                        175%
                            to 736%Expected dividends
                        -
                        -Risk-free rate
                        
                        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,**2006
                        2005Shares 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.**  **Disclosures
                  about Fair Values of Financial Instruments**
   The
                  estimated fair value amounts of all financial instruments on the
                  Company's June
                  30, 2006 balance sheet has been determined by using available market
                  information
                  and appropriate valuation methodologies. However, considerable
                  judgment is
                  required in interpreting market data to develop the estimates of
                  fair value.
                  Accordingly, the estimates presented herein are not necessarily
                  indicative of
                  the amounts that the Company could realize in a current market
                  exchange. The use
                  of different market assumptions and/or estimation methodologies
                  may have a
                  material effect on the estimated fair value amounts.
  The
                  Company does not have any off balance sheet financial instruments.
  *Cash
                  and Other*
  The
                  carrying amounts of cash, accounts receivable, trade accounts payable
                  and
                  certain other current liability amounts approximate fair value
                  due to the short
                  term maturities of these instruments.
  **-
                    26 -**
  **International
                  Food Products Group, Inc.**
  **Notes
                  to the Financial Statements**
  ***As
                  of June 30, 2006 and***
 ***For
                  Each of the Two Years in the Period Ended June 30, 2006***
  **9.**  **Disclosures
                  about Fair Values of Financial Instruments, Continued**
  *Notes
                  Payable*
  The
                  carrying amounts on the balance sheet of the notes payable approximate
                  fair
                  value as the effective interest rates approximated the market rate
                  at the time
                  they were made or rewritten.
  **10.**  **Loss
                  Per Share**
  Basic
                  and
                  diluted loss per common share have been computed by dividing the
                  loss available
                  to common shareholders by the weighted-average number of common
                  shares, after
                  adjustment for the 3 for 1 stock split in March 2005, for the period.
  The
                  computations of basic and diluted loss per common share are as
                  follows:
  **For
                            the Years Ended June 30,**2006
                        
                        2005Loss per common share, basic and diluted:Numerator:Net loss available to common shareholders
                        
                        $
                        (1,541,212
                        )
                        $
                        (1,387,984
                        )Denominator:Weighted average shares - basic and diluted
                        
                        
                        252,327,320
                        
                        
                        171,223,169**Loss per common share, basic and diluted**
                        
                        **$**
                        **(0.01**
                        **)**
                        **$**
                        **(0.01**
                        **)**
  The
                  effect of the potentially dilutive securities listed below was
                  not included in
                  the computation of diluted loss per share, because to do so would
                  have been
                  antidilutive for the two years presented.
   **-
                      27 -**
 **International
                  Food Products Group, Inc.**
  **Notes
                  to the Financial Statements**
  ***As
                  of June 30, 2006 and***
 ***For
                  Each of the Two Years in the Period Ended June 30, 2006***
  **10.**  **Loss
                  Per Share, Continued**
   Common
                  shares reserved for future issuance are as follows:
  **For
                            the Years Ended June 30,**2006
                        2005Shares
                            of common stock issuable under:Employee stock options
                        15,150,000
                        15,150,000Nonemployee stock options
                        1,500,000
                        1,500,000**Total
                            shares of common stock issuable**
                        **16,650,000**
                        **16,650,000**
  **11.**  **Stock
                  Transactions**
   *Shares
                  Issued in Satisfaction of Obligations*
   During
                  the year ended June 30, 2006 the Company issued 29,641,667 shares
                  of its common
                  stock to consultants for services, for loan fees, in cancellation
                  of debt and
                  for cash. The shares were valued at their value at the date of
                  issuance and were
                  issued for the following:
  NumberType
                            of Service
                        
                        
                        of
                            Shares
                        
                        
                        ValueIssued
                            for services:Sales and marketing services
                        
                        
                        10,315,000
                        
                        $
                        474,210Accounting services
                        
                        
                        1,950,000
                        
                        
                        86,850Packaging design services
                        
                        
                        400,000
                        
                        
                        14,200Legal services
                        
                        
                        300,000
                        
                        
                        12,900Investor relations
                        
                        
                        2,100,000
                        
                        
                        87,300Information technolopgy services
                        
                        
                        1,500,000
                        
                        
                        64,500Total
                            issued for services
                        
                        
                        16,565,000
                        
                        
                        739,960Issued
                            for loan fees
                        
                        
                        3,666,667
                        
                        
                        183,333Issued
                            in cancellation of debt
                        
                        
                        1,650,000
                        
                        
                        49,031Issued
                            for cash
                        
                        
                        7,760,000
                        
                        
                        176,500Total
                        
                        
                        29,641,667
                        
                        $
                        1,148,824
   **-
                      28 -**
  **International
                    Food Products Group, Inc.**
  **Notes
                    to the Financial Statements**
  ***As
                    of June 30, 2006 and***
 ***For
                    Each of the Two Years in the Period Ended June 30, 2006***
  **12.**  **Selling,
                    General and Administrative Expense** **s**
  Selling
                    expenses for each of the two years in the period ended June 30,
                    2006 are as
                    follows:
  **For
                              the Years Ended June 30,**2006
                          
                          2005Sales
                              and marketing consulting expense
                          
                          $
                          740,417
                          
                          $
                          443,526Sales
                              travel
                          
                          
                          38,721
                          
                          
                          67,063Other
                          
                          
                          (1,033
                          )
                          
                          18,214**Total
                              selling expenses**
                          
                          **$**
                          **778,104**
                          
                          **$**
                          **528,803**
  General
                    and administrative expenses for each of the two years in the
                    period ended June
                    30, 2006 are as follows:
  **For
                              the Years Ended June 30,**2006
                          
                          2005Officer
                              salaries
                          
                          $
                          269,517
                          
                          $
                          364,553Accounting
                              fees
                          
                          
                          90,397
                          
                          
                          132,642Legal
                              and professional fees
                          
                          
                          13,884
                          
                          
                          7,946Package
                              design
                          
                          
                          19,720
                          
                          
                          14,000Product
                              development
                          
                          
                          9,364
                          
                          
                          109,524Shareholder
                              relations
                          
                          
                          23,384
                          
                          
                          40,310Other
                          
                          
                          135,955
                          
                          
                          108,167Total
                              general and administrative expenses
                          
                          $
                          562,221
                          
                          $
                          777,142


**-
          29 -**


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





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





**Item
      8A. Controls and Procedures.**





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





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





ITEM
      8B.
      OTHER INFORMATION





None


**PART
      III**





**Item
      9. Directors and Executive Officers of the Registrant**





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


each
      of
      the directors and officers of IFPG.





**Name**
            **Age
                Position (1)**Richard
                Damion
            61Chairman,
                CEO, Secretary, Treasurer and Director since 1996Joseph
                R. Rodriguez, Jr.
            56President
                and Director since 1996Robert
                George
            70Director
                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.





**-
          30 -**


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:





Name
                and principal
              position
            Number
                of
              late
                reports
            Transactions
                not
              timely
                reported
            Known
                failures to
              file
                a required
              formRichard
                Damion CEO
            0
            0
            0Joseph
                R. Rodriguez, Jr.
            0
            0
            0Robert
                George
            0
            0
            0








**Item
      10. Executive Compensation**





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





**Annual
      Compensation Table**





Annual
                Compensation
            Long
                Term CompensationName
            Title
            Fiscal
                Year
            Salary
            Bonus
            Other
              Annual
              Compensation
            Restricted
              Stock
              Awarded
            Options/
              SARs
                (#)
            LTIP
              payouts
                ($)
            All
                Other
              CompensationRichard
                Damion
            CEO,
                Secretary
              Director
            2004
              2005
              2006
            0
              0
              120,000
            0
              0
              0
            0
              0
              0
            1,666,667
              16,766,667
              0
            800,000
              0
              0
            0
              0
              0
            0
              0
              0Joseph
                R. Rodriguez, Jr.
            President
              Director
            2004
              2005
              2006
            0
              0
              120,000
            0
              0
              0
            0
              0
              0
            1,000,000
              7,440,000
              0
            800,000
              0
              0
            0
              0
              0
            0
              0
              0





**-
          31 -**


**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 October 31, 2006 and by the officers and directors of IFPG
      as
      a group. Except as otherwise indicated, all shares are owned
      directly.











Common
            Percent
                ofName
                and Address
            Shares
            Class
                (1)Richard
                Damion (2)
            8,718,351
            2.9%170
                Newport Center Drive, Suite 260Newport
                Beach, CA 92660Joseph
                R. Rodriguez, Jr. (3)
            7,580,212
            2.5%170
                Newport Center Drive, Suite 260Newport
                Beach, CA 92660Robert
                George
            5,784,998
            2.0%170
                Newport Center Drive, Suite 260Newport
                Beach, CA 92660All
                executive officers and directors
            22,083,561
            7.4%as
                a group (three)





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





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





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





**Item
      12. Certain Relationships and Related Transactions**





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





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





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





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








**-
          32 -**


**PART
      IV**





**Item
      13. Exhibits**





Exhibits





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





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





Audit
      Fees. The aggregate fees billed by our auditors for professional services
      rendered in connection with the audit of our annual financial statements for
      the
      fiscal year ended June 30, 2005 was approximately $25,000. The aggregate fees
      billed by our auditors for professional services rendered in connection with
      the
      audit of our annual financial statements for the fiscal year ended June 30,
      2006
      was approximately $25,000.





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





Tax
      Fees.
      The aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended June 30, 2005 and 2006.





All
      other
      Fees. The aggregate fees billed by our auditors for all other non-audit
      services, such as attending meetings and other miscellaneous financial
      consulting, for the fiscal years ended June 30, 2005 and 2006 were $0 and $0
      respectively.





**-
          33 -**





**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 31, 2006





In
      accordance with the Securities Exchange Act, this report has been
      signed


below
      by
      the following persons on behalf of the registrant and in the
      capacities


and
      on
      the dates indicated.








By:
      /s/
      Richard Damion


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


Richard
      Damion, Director and


Principal
      Executive Officer


Date:
      October 31, 2006








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


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


Joseph
      R.
      Rodriguez, Jr. Director and


Principal
      Financial Officer


Principal
      Accounting Officer


Date:
      October 31, 2006





**-
          34 -**