UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549





FORM 10KSB/A


(Second Amendment
to Form 10KSB for the fiscal year ended June 30, 2007)





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





For the
fiscal year ended June 30, 2007





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





For the
transition period from _________ to ____________





Commission
File No. 000-33251


INTERNATIONAL FOOD PRODUCTS
GROUP, INC.


(Exact
name of Registrant as specified in its charter)








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








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





Registrant’s
telephone number (949)
759-7775





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





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





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





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





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





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





The
aggregate market value of the voting stock held by non-affiliates computed by
reference to the last reported sale price of such stock as of September 17, 2007
is $2,470,000.





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





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








- 1 -




PART I


Item 1. Description of
Business





The
registrant (sometimes referred to the "Company" or "IFPG") has ceased selling
its premium coffees from Columbia , organic fruits and vegetables from Asia and
the U.S., breath strips from Japan, and upscale potato chips from a U.S.
manufacturer. The Company is concentrating on its acquisition of a cheese
manufacturer which is schedule to acquire on or about October 6, 2007. At that
time the Company will be a distributor and manufacturer of cheeses.





Employees





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





Government
Regulations





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





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





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





Item 2. Description of
Property





Third
party contractors produce and ship the products of IFPG. Accordingly, the only
facilities utilized by IFPG are 500 square feet of office space located 895 Dove
Street, Newport Beach, California. IFPG occupies the space pursuant to a month
to month lease. IFPG believes that if it should ever lose or not be able to
renew the lease, it would not be difficult to obtain a comparable and
satisfactory office location.




Item 3. Legal
Proceedings





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


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





There
were no matters submitted to a vote of the share holders during the fourth
quarter of the fiscal year ended June 30, 2007.


- 2 -


Part II


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





MARKET
INFORMATION





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





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





.





At
September 17, 2007 there were approximately 250 record holders of IFPG's Common
Stock.





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





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





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





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




Recent Sales of Unregistered
Securities





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


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





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





A Note
about Forward-Looking Statements





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





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





- 3 -





Plan of
Operations





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





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





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




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





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





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





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





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





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





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





Critical Accounting
Policies





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





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





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





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





- 4 -


Certain
Trends and Uncertainties:





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





Commodity
Prices and Competition:





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





Raw
Materials and Other Supplies:





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





Raw
Cheese Costs:





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





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





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





General domestic economic and political conditions


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


The
availability and timing of receipt of necessary outside capital


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





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


- 5 -







Item 7. Financial
Statements





International Food Products Group,
Inc.




Financial
Statements




June 30, 2007
and


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


- 6 -





International Food Products Group,
Inc.




Index to the Financial
Statements




June 30, 2007
and


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


















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











- 7 -












REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





THE BOARD
OF INTERNATIONAL FOOD PRODUCTS GROUP, INC.





We have
audited the accompanying balance sheet of International Food Products Group as
of June 30, 2007, and 2006 and the related statements of operations,
stockholders equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of International Food Products Group,
Inc. as at June 30, 2007 and 2006 and the results of its’ operations and its’
stockholders equity and cash flows for the periods then ended in conformity with
accounting principles generally accepted in the United States of
America.


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













Gruber
& Company, LLC Saint Louis, Missouri


September
14, 2007











- 8 -




International Food Products Group,
Inc.




Balance Sheet




June 30,





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





- 9 -







International Food Products Group,
Inc.




Statements of
Operations




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















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





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









- 10 -







International Food Products Group,
Inc.




Statements of Shareholders'
Deficit




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














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






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









- 11 -




International Food Products Group,
Inc.




Statements of Cash
Flows




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














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




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












- 12 -




International Food Products Group,
Inc.




Statements of Cash
Flows




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











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





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









- 13 -









International Food Products Group,
Inc.





Notes to the Financial
Statements




As of June 30, 2007
and


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
















1.  Summary of Significant
Accounting Policies




Revenue
Recognition




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




Cash




The Company has no requirement for compensating balances.




Trade Accounts
Receivable




The
Company intends and has the ability to hold trade accounts receivable until they
are paid. Trade accounts receivable are reported at their outstanding principal
amount less any chargeoffs and an allowance for doubtful accounts. When a trade
account receivable is deemed uncollectible, the balance is charged off against
the allowance for doubtful accounts. An allowance for doubtful accounts is based
on the Company's historical loss experience. Recoveries of trade accounts
receivable that have been previously charged off are recorded when received as a
reduction in bad debt expense in the year of collection. The Company determines
trade accounts receivable delinquency based on contractual terms of the specific
trade account receivable. The Company's policy for determining past due is 60
days past agreed upon payment terms. As of June 30, 2007, the Company did not
have a trade accounts receivable nor did it establish an allowance for doubtful
accounts.




Inventories




Inventories
are stated at the lower of cost or market. Cost is determined on a standard cost
basis, which approximates the first in-first out method of valuation. Market is
determined based on net realizable value. The Company's management monitors its
inventories for excess, obsolete, slow moving, and calendar date sensitive items
and makes necessary valuation corrections when such adjustments are required.
Inventory at June 30, 2007 was zero.




Fair Value of Financial
Instruments




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









- 14 -




International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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
















1.  Summary of Significant
Accounting Policies, Continued




Fair Value of Financial Instruments,
Continued




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




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




Income Taxes




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




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














- 15 -






International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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








1.  Summary of Significant
Accounting Policies, Continued









Share-Based
Payment




In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No.
123R, Share-Based
Payment . This
statement replaces SFAS No. 123, Accounting for Stock-Based
Compensation ,
supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees , and
amends SFAS No. 95, Statement of Cash
Flows . SFAS
No. 123R requires companies to apply a fair-value-based measurement method in
accounting for share-based payment transactions with employees and to record
compensation cost for all stock awards granted after the required effective date
and for awards modified, repurchased, or cancelled after that date. The scope of
SFAS No. 123R encompasses a wide range of share-based compensation arrangement,
including share options, restricted share plans, performance based awards, share
appreciation rights, and employee share purchase plans. The Company has elected
to adopt SFAS No. 123R retrospectively as of June 30, 2005. The adoption of SFAS
No. 123R had no significant effect on net income, loss per share, or share-based
compensation cost for either of the two years in the period ended June 30,
2007.




Advertising
Costs




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


.





Interest
Expense




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









- 16 -




International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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


















1.  Summary of Significant
Accounting Policies, Continued




Use of Estimates




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




New Accounting
Pronouncements




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




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











- 17 -






International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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
















1.  Summary of Significant
Accounting Policies, Continued




New Accounting Pronouncements,
Continued




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







2.  Equipment




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




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






3.  Accounts
Payable






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









- 18 -




International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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


















4.  Notes
Payable


:




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






5.  Deferred Income
Taxes






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








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











- 19 -




International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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


















5.  Deferred Income Taxes,
Continued






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





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




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






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





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




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




- 20 -






International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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













6.  Commitments






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






7.  Going Concern
-




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


No
assurances can be given that the Company will be able to raise the capital
required to implement its business plan. In addition even if the Company is able
to achieve distribution of its products, there is no assurance that there will
be sufficient sell-through of those products to warrant reorders, that reliable
sources of products will be retained or that the company will be able to sustain
levels of sales at prices that generate sufficient gross profit to cover
expenses. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. The financial statements do not include any
adjustments that might be necessary if the company is unable to continue as a
going concern.






8.  Share-Based
Compensation




In prior
years, the Company granted options to its officers and certain consultants. No
options were granted during either of the two years in the period ended June 30,
2007. The Company does not have a formal plan for granting options.




The
following table summarizes information about stock options granted and
outstanding at June 30, 2007. There were no changes during the years then ended
June 30, 2007 and 2006. All options granted are fully vested at June 30, 2007
and are exercisable, upon proper notice, in whole or in part at any time. The
options granted have contractual lives ranging from ten to sixteen
years.









- 21 -




International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2006
and


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


















8.  Share-Based Compensation,
Continued





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




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




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




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






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











- 22 -






International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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


















8.  Share-Based Compensation,
Continued




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





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




9.  Loss Per
Share




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




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





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




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









- 23 -






International Food Products Group,
Inc.




Notes to the Financial
Statements




As of June 30, 2007
and


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


















9.  Loss Per Share,
Continued






Common
shares reserved for future issuance are as follows:





For the Years Ended June
      30,2007
            2006Shares
      of common stock issuable under:Employee stock options
            15,150,000
            15,150,000Nonemployee stock options
            1,500,000
            1,500,000Total shares of common stock
      issuable
            16,650,000
            16,650,000


10.
            Related Party
      Transactions and Prepaid
Expenses





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





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




11.  Stock
Transactions






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







- 24 -


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





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


Item 8A. Controls and
Procedures.





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





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




Item 8B. Other
Information





Joseph R.
Rodriguez, Jr. resigned as CFO and Director of the Company on approxiately May
1, 2008.  The CEO, Richard Damion whose business resume appears below in
Item 9 assumed the duties of Chief Financial Officer and Chief Accounting
Officer.





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
            62Chairman,
      CEO, Secretary, Treasurer and Director since 1996Robert
      George
            71Director
      since 2001





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








- 25 -




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


development.





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
            0Ketan
      Mehta
            0
            0
            0





Item 10. Executive
Compensation





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




Summary Compensation Table


Name
      and principal position
              Year
              Salary
      ($)
              Stock
      Awards ($)
              Total
      ($)Richard
      Damion, CEO, CFO
              2005
                2006
                2007
              0
                0
                0
              260,314
                0
                0
              260,314
                0
                0Joseph
      R. Rodriguez, Jr.
                CFO
              2005
                2006
                2007
              0
                0
                0
              166,237
                0
                0
              166,237
                0
                0Ketan
      Mehta
                President
              2007
              250,000
              1,232,500
              1,482,500
  
 - 26 -




Item 11. Security Ownership of
Certain Beneficial Owners and Management





The
following table provides the beneficial ownership of our common stock by each
person known by us to beneficially own more than 5% of our common stock
outstanding as of September 20, 2007 and by the officers and directors of IFPG
as a group. Except as otherwise indicated, all shares are owned
directly.











Common
            Percent
      ofName
      and Address
            Shares
            Class
      (1)Richard
      Damion (2)
            57,643,457
            14%895
      Dove Street, 3rdFloorNewport
      Beach, CA 92660Joseph
      R. Rodriguez, Jr. (3)
            38,814,574
            9%895
      Dove Street, 3rdFloorNewport
      Beach, CA 92660Robert
      George
            6,784,998
            2%895
      Dove Street, 3rdFloorNewport
      Beach, CA 92660Ketan
      Mehta
            82,540,000
            19%895
      Dove Street, 3rdFloorNewport
      Beach, CA 92660All
      executive officers and directors
            171,283,029
            40%as
      a group (four)





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





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





(3) Of
the 38,814,574 common shares held by Mr. Rodriguez, 32,814,574 shares are owned
outright. The remaining 6,000,000 shares are shares which can be acquired by Mr.
Rodriguez through the exercise of options.




Item 12. Certain Relationships and
Related Transactions





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





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





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





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











- 27 -




PART IV





Item 13. Exhibits





Exhibits





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




Item 14. Principal Accountant Fees
and Services





Audit
Fees. The aggregate fees billed by our auditors for professional services
rendered in connection with the audit of our annual financial statements for the
fiscal year ended June 30, 2007 was approximately $10,000. The aggregate fees
billed by our auditors for professional services rendered in connection with the
audit of our annual financial statements for the fiscal year ended June 30, 2006
was approximately $25,000.





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





Tax Fees.
The aggregate fees billed by our auditors for professional services for tax
compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
ended June 30, 2007 and 2006.





All other
Fees. The aggregate fees billed by our auditors for all other non-audit
services, such as attending meetings and other miscellaneous financial
consulting, for the fiscal years ended June 30, 2007 and 2006 were $0 and $0
respectively.










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SIGNATURES








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








INTERNATIONAL
FOOD PRODUCTS GROUP, INC.








By: /s/
Richard Damion


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


Richard
Damion, Chief Executive Officer


Date:
December 19, 2008





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


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


and on
the dates indicated.








By: /s/
Richard Damion


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


Richard
Damion, Director and


Principal
Executive Officer






Date:
December 19, 2008




By: /s/
Robert George
 -----------------------------------------
 Robert
George, Director
 Date:
December 19, 2008




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