FORM 10-KSB
           SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C. 20549
[X] 15,ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
        THE SECURITIES EXCHANGE ACT OF 1934
        For the fiscal year ended: 4/30/01
                       OR
[ ]15,TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

        Commission file number - 333-83231
         Global Foods Online, Inc.
Exact name of Registrant as specified in its
charter)

      NEVADA                        95-4741485
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization   Identification
                                    Number)

        520 North Kings Road, Suite 214
           Los Angeles, CA 90048
           Telephone:  323-852-9877
 (Address and telephone number of registrant's
principal executive offices and principal place
                 of business.)

Securities registered pursuant to
    Section 12(b) of the Act:               None
Securities registered pursuant  to
     Section 12(g) of the Act:     Common  Stock,
$.001 par value

Check whether the Company (1) has filed all
reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act during the
preceding 12 months (or such shorter period that
the Company was required to file such reports),
and (2) has been subject to such filing
requirements for at least the past 90 days.
Yes    __x__          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 Company'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  ]



<PAGE>2

The Company's revenues for its most recent fiscal
year were $0.00. As of April 30, 2001 the market
value of the Company's voting $.00l par value
common stock held by non-affiliates of the
Company was $0.00.

The number of shares outstanding of Company's
only class of common stock, as of April 30, 2001
was 198,460 shares of its $.001 par value common
stock. Check whether the Issuer has filed all
documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after
the distribution of securities under a plan
confirmed by a court.
Yes  __x__    No _____

No documents are incorporated into the text by
reference.

Transitional Small Business Disclosure Format
(check one)
 Yes                No     x
     --------          --------



<PAGE>3
                                    PART I
ITEM 1.    BUSINESS

Business Activities.  Through our internet
website, Global Foods Online.com, and our printed
directories, Global will provide an effective
forum for food, beverage and confectionery
manufacturers from around the world to sell their
products in the United States and Canada.

Global Foods Online. com.   Our website is
currently under development.   We anticipate that
the website will be completed in the next sixty
days.   Global's website will be accessible to
both the food-industry purchasing professionals
and the millions of average consumers who shop
via the Internet through countless numbers of
Internet browsers.

Global's website will have an extensive range of
consumer-oriented information and product sales
including chat rooms, recipes and other
informative and entertaining data on ethnic and
specialty foods and beverages.  It will also
include help for consumers looking to locate and
purchase a specific product in their area.   The
website will offer such features as paid "Wine of
the Month" club memberships, travel packages and
cruises hosted by famous chefs and cooking
schools worldwide.

While online, website users can join live chats
with famous chefs, purchase diet programs and
cookbooks as well as kitchenware and cookware,
join recipe exchange clubs and generally keep on
top of what's happening in the food industry
around the world with food trend updates.   Also
featured will be a guide to famous restaurants
around the world, including their menus and most
popular recipes, sources for food and beverage
giftpacks, global food magazine subscriptions,
audio and video tapes on cooking and much more.

The focal point of the Company's website will be
a frequently-updated directory of specialty food
and beverage manufacturers from around the world
who desire to sell to the United States and
Canadian markets.   A full color version of this
industry-focused directory will also be available
in print form.

Printed Directory.   The "International Food and
Beverage Source Directory" will be printed
quarterly, published in a magazine style and
sent, at no change, to an estimated 50,000
selected food buyers, distributors, brokers,

<PAGE>4

wholesalers, importers, supermarket buyers and
other decision-makers in the United States and
Canada.   Our management believes that these
food-industry professionals are constantly
seeking new products and trends to add to the
array of ethnic specialty foods available in
supermarkets, independent retail stores, food
service groups and restaurants and are required
by food manufacturers to represent them for sales
to retailers.    We will include non-food
oriented advertisers, including airlines,
financial and credit card companies, hotels and a
myriad of other related service industries.

We are doing preparatory work on the directory
and are producing sales and media kits and
promotion literature.  We have sent the initial
forms of these items to government agencies to
obtain target audience lists of USA specialty
food, beverage and confectionery buyers.   Our in
house expanded list will also detail food and
beverage manufacturing companies obtained through
our contacts with over 80 countries.

Market.   Currently, the United States market
alone is valued in excess of $49 billion annually
for the sales of specialty, ethnic and gourmet
foods (Gourmet News 1997).

Marketing Strategy.   Our business will initially
come from our production of a series of Source
International: Food & Beverage Directories sent
free of charge to professional buyers in the
United States.   The directories will contain
small to medium emerging companies throughout the
world who will be offered paid advertising space
as full color entries describing and depicting
their products photographically.   There will be
six alternative sized ads at various prices,
available to pre-formatted layouts, country by
country, category by category, from the main
sourcing areas.   Global will target the United
States market first and then expand into the
world-wide market.

Once the core business has been established in
printed form, we will develop associated
activities covering "Help in Exporting" which
will include seminars and how to publications and
newsletters.

We may develop specific publications relating to
major categories during country and product
promotional periods at the retail level.

<PAGE>5

These publications will target distributors,
brokers, importers and wholesalers of imported
multi-cultural specialty foods and beverages

Revenue.   Global will receive revenue from the
sale of advertisements on the website and in the
printed directory.   The advertising fees will be
dependent upon the size and location of each
advertisement and will be determined on a per
advertisement basis.

We hope to achieve financial sales once our
initial mailing and other additional sales
methods have been carried out.  We already have
received support of the appropriate government
agencies related to the export of food and
beverage branded products in contacting their SME
food and beverage manufacturers and producers.
Additional income will come from corporate
advertisers in associated services in the fields
of finance, shipping and distribution, insurance,
travel and exhibition organizers.   No soliciting
for income has been carried out to date.

Advertisers in Global's directories will be
offered pages on our website free of charge, but
advertisers will pay a 5% brokerage fee of gross
sales value of any single sale that is carried
out on our website.   Additional revenue will be
received from banner advertising on our website
pages, celebrity chef chat room visits, ethnic
cookery books and utensil direct sales, cookery
schools and gourmet holiday promotions, sponsored
specific products and country promotions.

Employees.  Global has no full time and no part
time employees.

Global employs the services of sub-contractors as
needed.

Government Regulations.   At the present time,
there are no pervasive regulations of Global's
business.

Competition.   Although Global does not know of
any food and beverage directory geared to the
United States market which promotes foreign food
and beverage makers, there is significant
competition in the food and beverage promotion
industry.   Global competes with established
companies and other entities, many of which
possess substantially greater resources than
Global.   Almost all of the companies with which

<PAGE>6

Global competes are substantially larger, have
more substantial histories, backgrounds,
experience and records of successful operations,
greater financial, technical, marketing and other
resources, more employees and more extensive
facilities than Global now has, or will have in
the foreseeable future.   It is also likely that
other competitors will emerge in the near future.
We cannot be assured that we will compete
successfully with other established companies.
Global shall compete on the basis of price and
quality.  Inability to compete successfully might
result in increased costs, reduced yields and
additional risks to the investors herein.

Advertisers in Global's directories will be
offered pages on our website free of charge, but
advertisers will pay a 5% brokerage fee of gross
sales value of any single sale that is carried
out on our website.   Additional revenue will be
received from banner advertising on our website
pages, celebrity chef chat room visits, ethnic
cookery books and utensil direct sales, cookery
schools and gourmet holiday promotions, sponsored
specific products and country promotions.

ITEM 2.  PROPERTIES.

Global's principal offices are located at 520
North Kings Road, Suite 214, Los Angeles,
California 90048.   Its telephone number at such
address is (323) 852-9877.   These offices
consist of 300 square feet and are provided free
of charge from Mr. Gordon, secretary, vice-
president and director of Global.

ITEM 3.    LEGAL PROCEEDINGS.

Global is not involved in any legal proceedings
at this date.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS.

During the fourth quarter of the fiscal year
ended April 30, 2001, no matters were submitted
to a vote of Global's security holders, through
the solicitation of proxies.





<PAGE>7
                                   PART II

ITEM 5.    MARKET FOR COMPANY'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

Market Information

The common shares of Global are currently listed
on the National Association of Securities Dealers
Over The Counter Bulletin Board under the stock
symbol GFDO.   Trading commenced in the third
quarter of 2000.   There has been little
significant trading of Global' common stock and
there can be no assurance that a long term active
public market for the common stock will develop
or be sustained.

The following table sets forth the range of high
and low prices for the periods indicated:

Quarter Ended           High          Low

October 31, 2000        .56            .35
January 31, 2001        .09            .07
April 30, 2001          .08            .03

Holders

As of May 31, 2001, there were approximately 273
shareholders.  Global has no knowledge of any
matter since that date that would effect any
change to that total.

Dividends

Global is a development stage company and, since
our inception, has not generated any material
sales. As a result, it is not in a position to
declare any dividends, nor does it intend to
declare any dividends in the near future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Trends and Uncertainties.  Demand for Global's
services will be dependent on, among other
things, general economic conditions which are
cyclical in nature.  Inasmuch as a major portion
of Global's activities is the directory
publication solely niche marketed to food and
beverage manufacturers, Global's business
operations may be adversely affected by Global's
competitors and prolonged recessionary periods.



<PAGE>8

Capital and Source of Liquidity.  Global
currently has no material commitments for capital
expenditures.

For the year ended April 30, 2001, Global pursued
no investing activities.

For the year ended April 30, 2000, Global
purchased office equipment of $9,367 resulting in
net cash provided by investing activities of
$9,367.

For the year ended April 30, 2001, Global sold
common stock for cash of $161,100 and had
repayment of notes payable of $2,000 resulting in
net cash provided by financing activities of
$159,100.

For the year ended April 30, 2000, Global sold
common stock for cash of $95,000 and proceeds
from notes payable of $219,000 resulting in net
cash provided by financing activities of
$314,000.

Global expects that the net proceeds from our
recent offering, and the cash flow from future
operations upon commencement, if any, will be
sufficient to allow us to meet the expected
growth in demand for our products and services.
Additionally, Global expects to utilize any
proceeds received from the exercise of the class
A warrants to expand operations.   However, there
can be no assurance that sufficient warrant
exercise will occur or that future advertising
sales will meet Global's growth expectations.
Should either of these fail to occur, Global may
elect to

   -   reduce the planned expansion of operations
or
   -   pursue other financing alternatives such
as a rights offering,
warrant exercise or borrowings.

Implementation of either of the foregoing options
could delay or diminish Global's planned growth
and adversely affect our profitability.

On a long-term basis, liquidity is dependent on
increased revenues from operations, additional
infusions of equity and debt financing. Global
does not have sufficient moneys to carry on
operations for the next 12 months.   Global
believes that additional capital and debt



<PAGE>9

financing in the next twelve months will allow
Global to commence our marketing and sales
efforts and thereafter result in revenue and
greater liquidity in the long term. We will have
to pursue other financing alternatives as
described above.   However, we cannot be assured
that we will be able to obtain additional equity
or debt financing in the future, if at all.

Results of Operations.

For the year ended April 30, 2001, we had no
revenue and we had operating expenses of
$1,055,605.   The operating expense consisted
primarily of consulting expense of $795,710,
advertising and promotional of $35,126, travel
expense of $23,152, professional fees of $31,365,
office expenses of $23, 991, depreciation and
amortization of $3,122, printing of $70,513,
telephone expense of $2,338, stockholder expenses
of $10,170 and other expenses of $60,118.   The
consulting fees of $795,710 was paid in common
stock.

For the year ended April 30, 2000, Global had no
revenues and had an operating loss of (312,455).
The operating expense consisted primarily of
consulting expense of $108,520, travel expense of
$19,984, professional fees of $24,379, web site
expenses of $10,594, office expenses of $59,890,
depreciation and amortization of $1,561, printing
of $21,973, outside services of $34,466,
telephone expense of $6,880 and other expenses of
$24,298.

Plan of Operation.   Global, over the next twelve
months intends to distribute our directories in
the United States and internationally and to
utilize the World Wide Web in the implementation
of its planned business operations. Global has no
need of product research and development.
Management possesses the experience to implement
our business plan.   No significant equipment
purchases are planned over the next twelve
months.

Global shall seek to maintain low operating
expenses while commencing operations and
increasing operating revenues.  Global is
focusing on maintaining a low cost administrative
approach.   However, increased marketing expenses
will probably occur in future periods as Global
attempts to further increase its marketing and
sales efforts.


<PAGE>10

ITEM 7.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

Financial Statements

The response to this item is being submitted as a
separate section of this report beginning on page
20.

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

There have not been any changes in or
disagreements with accountants on accounting and
financial disclosure.



<PAGE>11
                                  PART III

ITEM 9.    DIRECTORS AND EXECUTIVE OFFICERS OF
THE COMPANY

The principal executive officers and directors of
Global are as follows:
<TABLE>
<CAPTION>
Name                          Position         Term(s) of Office
      
                        <c>                         <c>

John Harrison, age 68     President/Director          April 6, 1999
                                                         To present
David Gordon, age 71   Secretary/Vice President       April 6, 1999
                             Director                    To present
</TABLE>

Resumes:

David Gordon - Mr. Gordon was the co-founder of
IF&G Media Corporation from inception in November
1998 until its merger with the Company.
From 1994 to 1999, Mr. Gordon was self-employed
as a public relations consultant, marketing
consultant and a publishing consultant.

John Harrison - Mr. Harrison was the co-founder
of IF&G Media Corporation from inception in
November 1998 until its merger with the
Company.   From March 1994 to present, Mr.
Harrison has been the owner, senior partner and
designer of Harrison Consultancy, a design and
marketing consultancy.   From March 1992 to
present, Mr. Harrison has been chief executive
officer and 50% owner of Shamrock foods Exports
Ltd., a food export marketing to the United
States.

ITEM 10.   EXECUTIVE COMPENSATION

To date, Global has not paid any remuneration to
its officer other than Phillip Fox, prior officer
who received 290,000 common shares for services
rendered.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

There are currently 8,872,060 common shares
outstanding. The following tabulates holdings of
shares of Global by each person who, subject to
the above, at the date of this prospectus, holds
of record or is known by management to own



<PAGE>12

beneficially more than 5.0% of the common shares
and, in addition, by all directors and officers
of Global individually and as a group.
<TABLE>
<CAPTION>
Number & Class            Prior to
Name and Address        of shares(1)              Percentage(2)
<S>                         <C>                       <C>
John Harrison
70 Alder Lodge
Stevenage Road
London SW6 6NR England     1,950,000               21.98%

David Gordon
520 North Kings Road
Suite 214
Los Angeles, CA 90048      1,950,000               21.98%

All Officers and Directors
as a Group (2 persons)      3,900,000              43.96%

Timothy Miles
10 Office Park Road, Suite 222
Hilton Head Island, SC 29928  502,865               5.67%

Persia Consulting Group, Inc.
One World Trade Center
Suite 8735
New York, NY 10025            500,000               5.64%
</TABLE>

 (1) Pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, beneficial
ownership of a security consists of sole or
shared voting power (including the power to vote
or direct the voting) and/or sole or shared
investment power (including the power to dispose
or direct the disposition) with respect to a
security whether through a contract, arrangement,
understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated
above has sole power to vote, or dispose or
direct the disposition of all shares beneficially
owned, subject to applicable community property
laws.

(2) Assumes exercise of warrants and sale of
underlying shares.



<PAGE>13

ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS

Officer Advance.   On April 23, 1999, we advanced
$30,000 to our president for the purpose of
establishing a sales office in London,
England.    The full amount of the advance will be
utilized for authorized business purposes during
the fiscal year ended April 30, 2000.   During the
year ended April 30, 2000, we opened a bank
account in London.  All expended funds have been
used for office expenses and related travel
expenses.

ITEM 13.    EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K

     (A)    FINANCIAL STATEMENTS AND SCHEDULES

The following financial statements and schedules
are filed as part of this report:

Report of Independent Public Auditors..........
Balance Sheet..................................
Statement of Operations........................
Statement of Stockholder's Equity..............
Statement of Comprehensive Loss
Statement of Cash Flows........................
Notes to Financial Statements..................

Schedules Omitted:    All schedules other than
those shown have been omitted because they are
not applicable, not required, or the required
information is shown in the financial  statements
or  notes  thereto.





<PAGE>14

INDEPENDENT AUDITOR'S REPORT

Board of Directors and Shareholders
Global Foods Online, Inc.
(a Development Stage Company)

We have audited the balance sheet of Global Foods
Online, Inc. as of April 30, 2001, and the
related statements of operations, changes in
stockholders' equity, and cash flows for each of
the years in the two year period then ended and
for the period from inception (February 4,
1997)to April 30, 2001.  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
generally accepted auditing standards.  Those
standards require that we plan and perform the
audit 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 Global Foods
Online, Inc. as of April 30, 2001, and the
results of its operations and cash flows each of
the years in the two year period then ended and
for the period from inception (February 4, 1997)
to April 30, 2001, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been
prepared assuming that the Company will continue
as a going concern. As discussed in Note 10 to
the financial statements, the Company has
suffered recurring losses from operations and has
a deficit of working capital at April 30, 2001,
which raise substantial doubts about its ability
to continue as a going concern.  Management's
plans in regard to these matters are also



<PAGE>15

described in Note 10. The financial statements do
not include any adjustments that might result
from the outcome of this uncertainty.

James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
August 9, 2001




<PAGE>16

                 Global Foods Online, Inc.
               (A Development Stage Company)
                       Balance Sheet
                      April 30, 2001

                          ASSETS
<TABLE>
<CAPTION>
Current assets:                                                  2001

                                                           <c>
  Cash                                                      $      370
                                                            ----------
      Total current assets                                         370

Equipment, at cost net of
 accumulated depreciation of $4,683                              4,684

Deposit                                                            500
                                                            ----------
Total assets                                                $    5,554

           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                          $   42,497
  Accrued interest                                              11,350
                                                            ----------
      Total current liabilities                                 53,847

Notes payable - shareholders                                     3,000

Stockholders' equity:
 Common stock, $.001 par value,
  50,000,000 shares authorized, 8,893,093
  shares issued and outstanding                                  8,893
 Additional paid in capital                                  1,428,205
 Common stock Subscriptions                                     16,600
 (Deficit) accumulated during
  development stage                                         (1,504,991)
                                                            ----------
                                                               (51,293)
                                                            ----------
                                                            $    5,554
</TABLE>


     See accompanying notes to financial statements.



<PAGE>17

                  Global Foods Online, Inc.
                (A Development Stage Company)
                   Statements of Operations
             Years Ended April 30, 2001 and 2000
and Period From Inception (February 4, 1997) to April 30, 2001
<TABLE>
<CAPTION>
                                           Year              Year        Period From
                                           Ended             Ended       Inception To
                                          April 30,         April 30,      April 30,
                                           2001              2000           2001


                                        <c>               <c>             <c>
 Operating expenses                    $ 1,055,605       $   312,455      $ 1,489,399
                                        -----------       -----------      -----------
 (Loss from operations)                  1,055,605           312,455        1,489,399

 Interest expense                            8,400             2,950           11,350
                                        -----------       -----------      -----------

Net (loss)                             $(1,064,005)      $  (315,405)     $(1,500,749)


Per share information:
 Basic and diluted (loss)
   per common share                    $     (0.13)      $     (0.05)     $     (0.38)

 Weighted average shares outstanding     8,021,249         6,628,702        3,940,213
</TABLE>




       See accompanying notes to financial statements.



<PAGE>18

           Global Foods Online, Inc.
         (A Development Stage Company)
  Statement of Changes in Stockholders' Equity
   For the Period From Inception (February 4, 1997)
              to April 30, 2001
<TABLE>
<CAPTION>
                                                                  Deficit
                                    Additional                   Accumulated
                  Common Stock        Paid-in    Common Stock  During Develop-
ACTIVITY        Shares     Amount     Capital    Subscriptions    ment Stage    Total

               <c>        <c>        <c>            <c>           <c>          <c>
Post bankruptcy shares
 Outstanding on
 February 4, 1997 98,160   $    98    $     -          $     -     $(4,242)   $(4,144)
                ---------  --------    -------          -------     -------   --------
Balance April 30,
 1997 through
 April 30, 1998     98,160       98          -                -     (4,242)    (4,144)

Common stock sold for
 cash in February 1999
 @ $.002 per share
                  525,000       525        525                                  1,050

Shares issued to
 complete merger during
 March 1999 @ $.002 per share
                4,000,000     4,000      4,000                                  8,000

Common stock sold for
 cash in April 1999 @
 $.10 per share   450,000       450     44,550                                 45,000

Common issued for services
 In April 1999 @ $.10 per
 share          1,000,000     1,000     99,000                                100,000

Sale of common stock warrants
 In February 1999 @ $.001 per
 warrant                -         -      2,000                                  2,000

Net (loss) for the year
 ended April 30, 1999
                        -         -          -                -     (121,339)(121,339)
                ---------  --------  ---------        ---------     -------- --------
Balance, April 30, 1999
                6,073,160     6,073    150,075                -     (125,581)  30,567

Common stock sold for cash in
  June 1999 @ $.10 per share
                  265,000       265     22,735                                 23,000
   Compensation value
    of discount shares                                   3,500                  3,500



<PAGE>19

  August 1999 @
   $.50 per share  68,000        68     33,932                                 34,000
  September 1999 @
   $.50 per share  50,000        50     24,950                                 25,000
  October 1999 @
   $.10 per share  15,000        15      1,485                                  1,500
  November 1999 @
   $.50 per share   6,000         6      2,994                                 3,000
  December 1999 @
   $.50 per share  15,000        15      7,485                                 7,500
  January 2000 @
   $.50 per share   2,000         2        998                                 1,000

Common issued for
 services in June 1999
 @ $.10 per share  22,500        22      2,228                                 2,250
  August 1999 @
   $.50 per share 200,000       200     99,800                               100,000
  September 1999 @
   $.50 per share  50,000        50     24,950                                25,000
  December 1999 @
   $.50 per share  13,600        14      6,786                                 6,800

Net (loss) for the year
 ended April 30, 2000   -         -          -                -    (315,405)(315,405)
                ---------  --------   --------         --------   --------- --------
Balance, April 30, 2000
                6,780,260     6,780    381,918                -    (440,986) (52,288)

Common stock sold for cash:
  July 2000 @ $.50 per share
                   50,000        50     24,950                                25,000
  August 2000 @
   $.50 per share 150,000       150     74,850                                75,000

   less costs of offering
                                                                   (10,000)
  September 2000 @ $.50 per share
                  109,000       109      54,391                               54,500

Common stock subscriptions sold for cash:
  October 2000 @
   $.50 per share       -         -           -           8,000                8,000
  November 2000 @
   $.50 per share       -         -           -           5,000                5,000
  February 2001 @
   $.50 per share       -         -           -           3,600                3,600

Common issued for
  services in October
 2000 @ $.50 per share
                  528,800       529      263,871                             264,400
  November 2000 @
  $.50 per share  851,000       851      424,649                             425,500

<PAGE>20

Notes converted into
 common stock in
 September 2000   424,033       424      213,576                             214,000

Net (loss) for the year
 ended April 30, 2001
                        -         -            -               -(1,064,005)(1,064,005)
                ---------  --------    ---------       --------- --------- ----------
Balance, April 30, 2001
                8,893,093  $  8,893   $1,428,205       $  16,600$(1,504,991) $(51,293)
</TABLE>
       See accompanying notes to financial statements.




<PAGE>21

        Global Foods Online, Inc.
     (A Development Stage Company)
         Statements of Cash Flows
  Years Ended April 30, 2001 and 2000
       and Period From Inception
 (February 4, 1997) to April 30, 2001
<TABLE>
<CAPTION>
                                           Year             Year         Period From
                                           Ended            Ended         Inception To
                                         April 30         April 30         April 30
                                           2001             2000             2001


                                         <c>              <c>             <c>
Net income (loss)                      $(1,064,005)     $ (315,405)     $(1,500,749)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                              3,122            1,561            4,683
   Common stock issued for services        689,900          134,050          923,950
   Compensation value of discounted shares       -            3,500            3,500
   Charge off of goodwill                        -              -              8,000

  Changes in assets and liabilities
   (Increase) in other assets                1,397           (1,897)            (500)
   (Increase) decrease in officer advance        -           30,000                -
   Increase in accounts payable
    and accrued expenses                    36,423           10,896           49,703
                                        ----------       ----------       ----------
  Total adjustments                        730,842          178,110          989,336

  Net cash (used in) operating activities (333,163)        (137,295)        (511,413)

Investing activities:
   Purchase of equipment                         -           (9,367)          (9,367)
                                        ----------       ----------       ----------
Net cash used in investing activities            -           (9,367)          (9,367)

Financing activities:
  Sale of stock and subscriptions for cash 161,100           95,000          302,150
  Proceeds from notes payable                    -          219,000          219,000
  Repayment of notes payable                (2,000)               -           (2,000)
  Sale of common stock warrants                  -                -            2,000
                                        ----------       ----------        ---------
Net cash provided by financing activities  159,100          314,000          521,150
                                        ----------       ----------        ---------
Increase (decrease) in cash               (174,063)         176,705            9,737
Cash and cash equivalents,
 beginning of period                       174,433            7,095                -
                                        ----------       ----------        --------
Cash and cash equivalents,
 end of period                          $      370       $  174,433        $     370
</TABLE>


      See accompanying notes to financial statements.

<PAGE>22
             Global Foods Online, Inc.
             (A Development Stage Company)
               Statements of Cash Flows
          Years Ended April 30, 2001 and 2000
     and Period From Inception (February 4, 1997)
                     to April 30, 2001
<TABLE>
<CAPTION>
                                              Year            Year        Period From
                                              Ended          Ended        Inception To
                                            April 30        April 30        April 30
                                               2001           2000            2001

                                            <c>             <c>            <c>
Supplemental cash flow information:
   Cash paid for interest                   $      -        $      -        $      -
   Cash paid for income taxes               $      -        $      -        $      -
</TABLE>





   See accompanying notes to financial statements.










<PAGE>23

Global Foods Online, Inc.
Notes to Financial Statements
April 30, 2001

Note 1. Organization and Summary of Significant
Accounting Policies.

The Company was incorporated in Nevada on
September 14, 1990.  The Company is in its
development stage and to date its activities have
been limited to organization and capital
formation.  The Company's development stage began
on February 4, 1997 upon the issuance by the
United States Bankruptcy Court, District of Idaho
of an order approving Trustee's report of no
distribution and closing estate with the respect
to the Company's filing under Chapter 7 of the
Bankruptcy Code.  The Company was formerly known
as Valley Fish Products, Inc.  The Company plans
to distribute domestic and international food
products in the United States and internationally
and to utilize the World Wide Web in the
implementation of its planned business
operations.

     Principles of Consolidation
The consolidated financial statements include the
accounts of the Company and its wholly owned,
inactive subsidiary, IF&B Media Corporation.  All
significant inter-company balances and
transactions have been eliminated.

     Property, Plant and Equipment:
Property, plant and equipment are recorded at
cost and are depreciated based upon estimated
useful lives using the straight-line method.
Estimated useful lives range from 3 to 5 years.
At April 30, 2001 the Company has computer
equipment and related software valued at $9,367
and has recorded depreciation amounting to $4,683
thereon.

     Loss per share:
Basic Earnings per Share ("EPS") is computed by
dividing net income available to common
stockholders by the weighted average number of
common stock shares outstanding during the year.
Diluted EPS is computed by dividing net income
available to common stockholders by the weighted-
average number of common stock shares outstanding
during the year plus potential dilutive
instruments such as stock options and warrants.
The effect of stock options on diluted EPS is
determined through the application of the
treasury stock method, whereby proceeds received

<PAGE>24

by the Company based on assumed exercises are
hypothetically used to repurchase the Company's
common stock at the average market price during
the period.  Loss per share is unchanged on a
diluted basis since the assumed exercise of
common stock equivalents would have an anti-
dilutive effect.

     Intangible Assets:
The Company makes reviews for the impairment of
long-lived assets and certain identifiable
intangibles whenever events or changes in
circumstances indicate that the carrying amount
of an asset may not be recoverable.  Under SFAS
No. 121, an impairment loss would be recognized
when estimated future cash flows expected to
result from the use of the asset and its eventual
disposition is less than its carrying amount.  No
such impairment losses have been identified by
the Company to date.

      Cash:
For purposes of the statement of cash flows, the
Company considers all highly liquid debt
instruments purchased with maturity of three
months or less to be cash equivalents.

     Estimates:
The preparation of the Company's financial
statements requires management to make estimates
and assumptions that affect the amounts reported
in the financial statements and accompanying
notes.  Actual results could differ from these
estimates

     Fair value of financial instruments
The Company's short-term financial instruments
consist of cash and cash equivalents and accounts
payable.  The carrying amounts of these financial
instruments approximates fair value because of
their short-term maturities. Financial
instruments that potentially subject the Company
to a concentration of credit risk consist
principally of cash.  During the year the Company
did not maintain cash deposits at financial
institutions in excess of the $100,000 limit
covered by the Federal Deposit Insurance
Corporation.  The Company does not hold or issue
financial instruments for trading purposes nor
does it hold or issue interest rate or leveraged
derivative financial instruments




<PAGE>25

 Foreign Currency Translation
The financial statements are presented in United
States dollars.  The Company has significant
United Kingdom operations, however United States
dollars are considered its functional currency.

Monetary assets and liabilities are translated
into United States dollars at the balance sheet
date rate of exchange and non-monetary assets and
liabilities at historical rates.  Revenues and
expenses are translated at appropriate
transaction date rates.  Net gains or losses
arising on translation are reflected a separate
component of stockholders' equity.

     Stock-based Compensation
The Company adopted Statement of Financial
Accounting Standard No. 123 (FAS 123), Accounting
for Stock-Based Compensation beginning with the
Company's first quarter of 1996.  Upon adoption
of FAS 123, the Company continued to measure
compensation expense for its stock-based employee
compensation plans using the intrinsic value
method prescribed by APB No. 25, Accounting for
Stock Issued to Employees.  Stock based
compensation paid by the Company during the
period ended April 30, 2001 is disclosed in Note
4.

New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income",
establishes guidelines for all items that are to
be recognized under accounting standards as
components of comprehensive income to be reported
in the financial statements.  The statement is
effective for all periods beginning after
December 15, 1997 and reclassification financial
statements for earlier periods will be required
for comparative purposes.  To date, the Company
has not engaged in transactions that would result
in any significant difference between its
reported net loss and comprehensive net loss as
defined in the statement and therefore
comprehensive income is considered to be the same
as net income.

In March 1998, the American Institute of Certified
Public Accountants issued Statement of Position
98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internaal Use
("SOP 98-1"). SOP 98-1 provides authoritative
guidance on when internal-use software costs
should be capitalized and when these costs should
be expensed as incurred.

<PAGE>26

Effective in 1998, the Company adopted SOP 98-1,
however the Company has not incurred costs to date
that would require evaluation in accordance with
the SOP.

Effective December 31, 1998, the Company adopted
SFAS No. 131, Disclosures about Segments of an
Enterprise and Related Information ("SFAS 131").
SFAS 131 superseded SFAS No. 14, Financial
Reporting for Segments of a Business Enterprise.
SFAS 131 establishes standards for the way that
public business enterprises report information
about operating segments in annual financial
statements and requires that those enterprises
report selected information about operating
segments in interim financial reports. SFAS 131
also establishes standards for related
disclosures about products and services,
geographic areas, and major customers. The
adoption of SFAS 131 did not affect results of
operations or financial position.  To date, the
Company has not operated in its one planned
business activity.

Effective December 31, 1998, the Company adopted
the provisions of SFAS No. 132, Employers'
Disclosures about Pensions and Other Post-
retirement Benefits ("SFAS 132"). SFAS 132
supersedes the disclosure requirements in SFAS
No. 87, Employers' Accounting for Pensions, and
SFAS No. 106, Employers' Accounting for Post-
retirement Benefits Other Than Pensions. The
overall objective of SFAS 132 is to improve and
standardize disclosures about pensions and other
post-retirement benefits and to make the required
information more understandable. The adoption of
SFAS 132 did not affect results of
operations or financial position.

The Company has not initiated benefit plans to
date that would require disclosure under the
statement.

In June 1998, the Financial Accounting Standards
Board issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities
("SFAS 133"), which is required to be adopted in
years beginning after June 15, 1999. SFAS 133 will
require the Company to recognize all derivatives
on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in
the fair value of derivatives will either be
offset against the change in fair value of hedged

<PAGE>27

assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive
income until the hedged item is recognized in
earnings. The ineffective portion of a
derivative's change in fair value will be
immediately recognized in earnings. The Company
has not yet determined what the effect of SFAS 133
will be on earnings and the financial position of
the Company, however it believes that it has not
to date engaged in significant transactions
encompassed by the statement.

Note 2.  Business Acquisition

During March 1999, the Company acquired 100% of
the stock of IB&F Media Corporation (Media) in
exchange for 4,000,000 shares of its common
stock.  At the Merger date Media was an inactive
company that was incorporated in California on
November 24, 1998.  At the merger date, Media had
no assets and had not begun business operations.

The fair value of the shares issued to effect the
merger aggregated $8,000 and was based on the
price paid by individual investors ($.002 per
share) for shares sold by the Company during
February 1999.  Had the merger been completed at
the beginning of the 1999 fiscal year, the
results of operations for the year ended April
30, 1999 would remain unchanged.

Note 3.  Officer advance.

On April 23, 1999, the Company advanced $30,000
to its president for the purpose of establishing
a sales office in London, England.  At April 30,
1999 the funds had not been deposited into a bank
account owned by the Company and none of the
funds had been expended.  The full amount of the
advance was utilized for authorized business
purposes during the fiscal year ended April 30,
2000.

Note 4.  Notes payable - shareholders

During the period from January through April
2000, the Company sold short-term notes to
certain of its shareholders.  The notes are due
after six months and include interest at 10% per
annum.  The Company received gross proceeds from
the notes amounting to $219,000 through April 30,
2000.  During the year ended April 30, 2001,
$214,000 of the notes was converted into common



<PAGE>28

stock at $.50 per share and $2,000 of the notes
was repaid in cash.  The balance of the notes
amounted to $3,000 at April 30, 2001.


Note 5.  Stockholders' equity.

During February 1999 the Company completed a
private placement of its common stock whereby
525,000 shares of restricted common stock were
sold for gross proceeds of $1,050.

During March 1999, the Company completed the
merger with Media whereby 4,000,000 shares of its
restricted common stock were exchanged for all of
the outstanding common stock of Media (see Note
2.).

During April 1999 the Company completed a private
placement of its common stock whereby 450,000
shares of restricted common stock were sold for
gross proceeds of $45,000.

During February 1999, warrants to purchase an
aggregate of 2,000,000 shares of restricted
common stock at an exercise price of $.50 per
share were authorized by the Company's Board of
Directors.  The warrants are exercisable for a
period of three years.  During February 1999, the
Company sold the warrants for gross proceeds of
$2,000.  There was no compensation effect
associated with the sale of the warrants.  None
of the warrants have been exercised.

In April 1999 the Company issued an aggregate of
1,000,000 shares of its common stock for
financial advisory services, and accounting and
management services provided to the Company by
two independent consultants.  The fair value of
the shares issued for the services amounted to
$.10 per share and such value is consistent with
the cash amount paid by the Company's investors
during the comparable period.

During the year ended April 2000 the Company sold
an aggregate of 421,000 shares of its common for
gross proceeds of $95,000.  Certain of the shares
were sold to persons who provide advisory
services to the Company at a price of $.07 per
share at a time when other shareholders paid $.10
per share.  The Company has recognized
compensation expense related to the shares sold
at the discounted price amounting to $3,500 for
the year ended April 30, 2000.

<PAGE>29

During the year ended April 2001 the Company sold
an aggregate of 309,000 shares of its common stock
at $.50 per share.  Additionally, the Company
received proceeds of $16,600 for shares subscribed
but not yet issued.

During the years ended April 30, 2001 and 2000 the
Company issued an aggregate of 1,379,800 and
286,100 shares, respectively, of its common stock
for financial advisory services and management
services provided to the Company by independent
consultants.  The fair value of the shares issued
for the services amounted to $.50 per share and
such value is consistent with the cash amount paid
by the Company's investors during the comparable
period.

Note 6.  Income taxes.

Deferred income taxes may arise from temporary
differences resulting from income and expense
items reported for financial accounting and tax
purposes in different periods. Deferred taxes are
classified as current or non-current, depending
on the classifications of the assets and
liabilities to which they relate.  Deferred taxes
arising from temporary differences that are not
related to an asset or liability are classified
as current or non-current depending on the
periods in which the temporary differences are
expected to reverse.

The Company currently has net operating loss
carryforwards aggregating approximately $672,000
that expire $126,000 in 2019, $172,000 in 2020
and $374,000 in 2021.  Operating losses incurred
by the Company prior to its emergence from
bankruptcy may not be available to the Company to
offset future taxable income due to the change in
ownership of the Company precipitated by the
merger with Media. Additionally, the value of
shares issued for services to consultants may not
be fully deductible by the Company. The deferred
tax asset resulting from the operating loss
carryforward described above (approximately
$228,000) has been fully reserved as the Company
cannot predict future profitable operations which
would generate the taxable income necessary for
its utilization.  The reserve increased by
approximately $127,000 during the year ended
April 30, 2001.




<PAGE>30

Note 7.  Commitments

The Company has entered into an operating lease
for a motor vehicle that calls for annual rental
payments aggregating $5,709.  The lease term
extends through the year 2003.  Minimum annual
rental payments under the lease are as follows
for the years ended April 30, 2002 through 2003:
2002 - $5,709: 2003 - $4,282.

Rent expense amounted to $5,709 and $1,428 for
the years ended April 30, 2001 and 2000,
respectively.

Note 8. Foreign Operations

During the year ended April 30, 2000 the Company
established marketing and sales operations in
London, England.  Assets employed at this
location consist of equipment valued at $2,656.
Sales have not commenced at either of the
Company's locations.  General and administrative
expenses incurred by the London operation
amounted to approximately $201,900 and $91,200
during the years ended April 30, 2001 and 2000,
respectively.

Note 9. Supplemental Statement of Operations
Information.

During the years ended April 30, 2000 and 1999,
the Company incurred $1,055,605 and $312,455 of
general and administrative expenses respectively,
the components of which are as follows:

                             2000          2001

Consulting expense	   108,520      795,710
Advertising & promotional        -       35,126
Travel expense              19,894       23,152
Professional fees	          24,379       31,365
Web site expenses           10,594            -
Office expenses             59,890       23,991
Depreciation & amortization  1,561        3,122
Printing                    21,973       70,513
Outside services            34,466            -
Telephone expense            6,880        2,338
Stockholder expenses             -       10,170
Other expenses              24,298       60,118
                          --------     --------
                         $ 312,455   $1,055,605




<PAGE>31

Note 10. Basis of Presentation

The accompanying financial statements have been
prepared on a "going concern" basis which
contemplates the realization of assets and the
liquidation of liabilities in the ordinary course
of business.

The Company has incurred operating losses during
the years ended April 30, 2001 and 2000
aggregating $1,064,005 and $315,405, respectively
and the Company has a working capital deficit of
$53,477 at April 30, 2001.  There can be no
assurance that profitable operations will be
attained, as the Company's planned business
operations have not commenced.

Profitable operations are dependent upon, among
other factors, the Company's ability to obtain
equity or debt financing, the ability of
management to restructure its liabilities either
by repayment at less than face value or by
conversion to equity and the Company's ability
begin its planned business operation on a
profitable basis.  At present the Company is
negotiating an equity based line of credit which
calls for gross proceeds to the Company of up to
$3,000,000.


 (b)    List of Exhibits

         The following exhibits are filed with
this report:

 (B)    REPORTS ON FORM 8-K
          None



<PAGE>32

              SIGNATURES

Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this Report
to be signed on its behalf by the undersigned
duly authorized person.

Date:    August 14, 2001

 GLOBAL FOODS ONLINE, INC.

/s/ John Harrison
------------------------------------
By: John Harrison, President

Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this report has
been signed below by the following persons on
behalf of the Company and in the capacities and
on the dates indicated.
<TABLE>

                                                               <c>

/s/John Harrison           Principal Executive Officer   August 14, 2001
-------------------           Principal Financial Officer
                                      Controller/Director

/s/David Gordon            Principal Financial Officer
                             Controller/Director         August 14, 2001
-------------------
</TABLE>