<DOCUMENT>
<TYPE>SB-2/A
<SEQUENCE>1
<FILENAME>form2b2a4020303.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM SB-2/A
                                 AMENDMENT NO. 4

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

    As filed with the Securities and Exchange Commission on February 3, 2003

                              EFOODSAFETY.COM, INC.

                 (Name of Small Business Issuer in its charter)

            Nevada                      2870                 62-1772151

   (State of Incorporation) (Primary Standard Industrial (I.R.S. Employer ID.)
                                 Classification No.)

                          2302 Shoreham Court, Suite E
                                Bel Air, MD 21015
                              (443) 512-0585 Phone
                               (443) 512-0585 Fax

             (Address and telephone number of Registrant's principal
               executive offices and principal place of business)

                            Patricia Ross, President
                              eFoodSafety.com, Inc.
                          2302 Shoreham Court, Suite E
                                Bel Air, MD 21015

                               Michael J. Daniels
                                 3350 N. Durango
                                   Suite 1016
                             Las Vegas, Nevada 89129
                              (702) 395-4528 Phone
                               (702) 395-2617 Fax

           (Name, address, and telephone number of agent for service)

                                   Copies to:
                          Daniels, McGowan & Associates
                            275 North Lindbergh Blvd.
                               St. Louis, MO 63141
                            Richard E. Daniels, Esq.
                               314-993-4261 Phone
                                314-993-3367 Fax

<PAGE>

APPROXIMATE  DATE OF PROPOSED SALE TO THE PUBLIC:  As soon as practicable  after
this Registration Statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act  registration  number of the earlier  effective  registration
statement for the same offering. I---- /

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. I---- /

If this Form is a  post-effective  amendment filed pursuant to Rule 462(d) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  Registration  statement
for the same offering. I---- /

If the delivery of the  prospectus  is expected to be made pursuant to Rule 434,
check the following box. I---- /

If any securities  being  registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. I---- /
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

Title of Each             Dollar                 Proposed              Proposed
Class of                  Amount                 Maximum               Maximum                 Amount of
Securities Securities to  to be                  Price                 Aggregate               Registration
be Registered             Registered             Per Share             Price                   Fee

<S>                       <C>                    <C>                   <C>                     <C>
Common Stock                  12,540,000             $.003                 $37,620*                       $13
$.0005 par value
</TABLE>

* Estimated solely for purposes of calculating the registration fee.


THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  INACCORDANCE  WITH  SECTION  8(A)  OF  THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.






                                       2
<PAGE>

                              EFOODSAFETY.COM, INC.

                              CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
<S>                                                            <C>
ITEM NUMBER IN FORM SB-2 AND TITLE OF ITEM                     LOCATION IN PROSPECTUS

Item 1. Front of Registration Statement and
               Outside Front Cover of Prospectus               Cover Page

Item 2. Inside Front and Outside Back Cover                    Inside Front and
               Pages of Prospectus                             Outside Cover Pages
                                                               of Prospectus

Item 3. Summary Information and Risk Factors                   Prospectus Summary; The Company;
                                                               Risk Factors

Item 4. Use of Proceeds                                        Use of Proceeds

Item 5. Determination of Offering Price                        Determination of Re-Sale Price

Item 6. Dilution                                               Not Applicable

Item 7. Selling Shareholders                                   Selling Shareholders

Item 8. Plan of Distribution                                   Plan of Distribution

Item 9. Legal Proceedings                                      Legal Proceedings

Item 10. Directors, Executive Officers,                        Directors, Executive Officers,
               Promoters and Control Persons                   Promoters and Control Persons

Item 11. Security Ownership of Certain Beneficial              Security Ownership of Certain
               Owners and Management                           Beneficial Owners and Management

Item 12. Description of Securities                             Description of Securities

Item 13. Interest of Named Experts and Counsel                 Interest of Named Experts and
                                                               Counsel

Item 14. Disclosure of Commission Position on Indemnification  Disclosure of Commission Position
               of Officers and Directors                       on Indemnification of Officers and
                                                               Directors

Item 15. Organization within Last Five years                   Description of Business and Plan
                                                               of Operation
</TABLE>


                                       3
<PAGE>
<TABLE>
<CAPTION>
<S>                                                            <C>
Item 16. Description of Business                               Description of Business and Plan
                                                               of Operation

Item 17. Management's Discussion and Analysis                  Description of Business and
               or Plan of Operation                            Plan of Operation

Item 18. Description of Property                               Description of Property

Item l9. Certain Relationships and Related Transactions        Certain Relationships and Related
                                                               Transactions

Item 20. Market for Common Equity and Related                  Plan of Distribution; Shares
               Stockholder Matters                             Eligible for Future Use

Item 21. Executive Compensation                                Executive Compensation

Item 22. Financial Statements                                  Financial Statements

Item 23. Changes In and Disagreements with Accountants on      Changes In and Disagreements with
               Accounting and Financial Disclosure             Accountants on Accounting and
Financial Disclosure

PART II

Item 24. Indemnification of Directors and Officers             Indemnification of Directors and
                                                               Officers

Item 25. Other Expenses of Issuance and Distribution           Other Expenses of Issuance and
                                                               Distribution

Item 26. Recent Sales of Unregistered Securities               Recent Sales of Unregistered
                                                               Securities

Item 27. Exhibits                                              Exhibits

Item 28. Undertakings                                          Undertakings
</TABLE>







SUBJECT TO COMPLETION, DATED FEBRUARY 3, 2003



                                       4
<PAGE>

PROSPECTUS

                              EFOODSAFETY.COM, INC.

                        12,540,000 SHARES OF COMMON STOCK


         This  Prospectus  covers  the  resale,  from  time  to  time,  of up to
12,540,000  shares of common  stock of  eFoodSafety.com,  Inc.  ("eFood") in the
over-the-counter  market. The selling shareholders will sell at a price of $1.00
per share until our shares are quoted on the OTC Bulletin  Board and  thereafter
at prevailing market prices or privately negotiated prices. eFoodsafety.com will
not be  receiving  any of the  proceeds  from the sale of the  shares by Selling
Shareholders,  but will  bear all of the  expenses  of the  registration  of the
shares.

         This  investment  involves a high degree of risk.  You should  purchase
shares only if you can afford a complete loss.  See "Risk Factors"  beginning on
page 5.

         Our common  stock is not  currently  listed or quoted on any  quotation
medium. There is no public trading market for our common stock.

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

Neither the SEC nor any state securities  commission has approved or disapproved
these  securities or determined if this  Prospectus is truthful or compete.  Any
representation to the contrary is a criminal offense.

The  information  in this  preliminary  prospectus  is not  complete  and may be
changed.  We are not allowed to sell the common stock offered by this prospectus
until the registration  statement we have filed with the SEC becomes  effective.
This  preliminary  prospectus  is not an  offer to sell  our  stock  nor does it
solicit  offer to buy our  stock in any  state  where  the  offer or sale is not
permitted.

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


                The date of this Prospectus is February 3, 2003.














                                       5
<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Prospectus Summary                                                            7
Risk Factors                                                                  7
Use of Proceeds                                                              12
Determination of Re-Sale Price                                               12
Selling Shareholders                                                         12
Plan of Distribution                                                         14
Legal Proceedings                                                            14
Directors, Executive Officers, Promoters
           and Control Persons                                               14
Business Experience of Directors                                             15
Security Ownership of Certain
           Beneficial Owners and Management                                  16
Description of Securities                                                    17
Shares Eligible for Future Sale                                              18
Description of Business and Plan of Operation                                18
Interest of Named Experts and Counsel                                        24
Transfer Agent and Registrar                                                 24
Disclosure of Commission Position on Indemnification
            for Securities Act Liabilities                                   24
Description of Property                                                      25
Certain Relationships and Related Transactions                               25
Executive Compensation                                                       26
Additional Information                                                       26
</TABLE>

Until 90 days after the effective date, all dealers that effect  transactions in
these shares,  whether or not participating in this offering, may be required to
deliver a prospectus.  This is in addition to the dealers' obligation to deliver
a  prospectus  when  acting as  underwriters  and with  respect to their  unsold
allotments or subscriptions.

No dealer,  sales representative or any other person has been authorized to give
any information or to make any  representations  in connection with the offering
described in this prospectus other than those contained in this prospectus, and,
if given or made, such information or representations must not be relied upon as
having been authorized by eFood. Neither the delivery of this prospectus nor any
sale made pursuant to this prospectus shall, under any circumstances, create any
implication that there has been no change in the affairs of eFood since the date
of this prospectus or that the information  contained in it is correct as of any
time subsequent to its date.

In this prospectus,  references to the "company", "eFood", "we", "us", and "our"
refer to eFoodSafety.com, Inc.






                                       6
<PAGE>

                               PROSPECTUS SUMMARY

The following summary does not contain all the information that may be important
to you.  You should  read this entire  prospectus  carefully,  especially  "Risk
Factors" and the financial  statements and related notes  included  elsewhere in
this prospectus,  before deciding to invest in shares of our common stock.  This
prospectus contains  forward-looking  statements that are based upon the beliefs
of our management,  but involve risks and  uncertainties.  Our actual results or
experience  could  differ  significantly  from  the  results  discussed  in  the
forward-looking statements.

                                   THE COMPANY

We were incorporated in Nevada on October 28, 1996 as DJH International, Inc. to
wholesale  products to  businesses;  and via the Internet to businesses  and the
general public where  applicable.  While developing the business,  a merger with
Global Procurement  Systems was completed on October 16, 2000, and a name change
to  eFoodSafety.com,  Inc. was accomplished.  Upon the merger, Ms. Patricia Ross
assumed the  official  duties as president  of the  corporation  and brought the
corporation on its present path of developing  sanitation  services and products
in the fruit and vegetable market worldwide. Due to lack of financial resources,
no products or services are currently being offered.

                               COVERED SECURITIES

We previously  issued 29,335,000 shares of its stock. This prospectus covers any
resale of the following shares.

Common Stock Registered for Resale                             12,540,000
Common Stock Outstanding prior to the Offering                 29,335,000
Common Stock Outstanding after the Offering                    29,335,000


                                  RISK FACTORS

An investment in our Common Stock offered  hereby is  speculative  in nature and
involves a high degree of risk. In addition to the other  information  contained
in this prospectus,  the following factors should be considered carefully before
making any  investment  decisions  with respect to purchasing  our Common Stock.
This  prospectus  contains,  in addition to the lack of historical  information,
forward-looking  statements  that involve  risks and  uncertainties.  Our actual
results may differ materially from the results discussed in the  forward-looking
statements.  This Risk Factors section includes all risks that we consider to be
material.

(1) WE ARE A DEVELOPMENT STAGE COMPANY, WITH NO OPERATING HISTORY, AND YOU COULD
LOSE YOU ENTIRE INVESTMENT.

Our business has not shown a profit. Since we commenced operations in October of
1996, we have accumulated a negligible net loss through the present. Although we
expect to be profitable for the year ending  December 31, 2002, we cannot assure
that a year-end profit will be realized or that  profitability  will continue in
the future. In addition we are in poor financial condition from lack of capital.

                                       7
<PAGE>

(2) RISK OF ENTERING INTO TRANSACTIONS WITH PARTIES RELATED TO THE COMPANY

Our company  intends to enter into an agreement with Clarence W. Karney,  who is
our  CEO  and a  Director  of the  Company,  for the  right  to use  the  Global
Inspection  Service (GIS) that is a concept  created by Mr. Karney.  The company
plans to negotiate an agreement  whereby GIS can be implemented and offered as a
standard service. No contract has been entered into to date although a letter of
intent to contract has been signed. Failure to reach a definitive agreement with
Mr.  Karney  for the right to offer GIS could  adversely  affect  the  company's
ability to continue in business.  Furthermore, no assurances can be given that a
contract  entered  into would be the  product of arms  length  negotiations  and
result in terms favorable to the Company.

Additionally, Mr. Karney has personally made offers to purchase property in both
Fresno County,  California and Nogales,  Arizona that are intended to be used by
the company for cold storage and processing.  Mr. Karney has also agreed to make
earnest money deposits  should any be required  before a final agreement of sale
can be reached.  Failure to reach an agreement of sale for these facilities,  or
similar  facilities,  could  adversely  affect the company's  ability to conduct
business.  Furthermore,  if the  properties  were to  come  under  Mr.  Karney's
ownership or control,  no  assurances  can be given that a final sales  contract
with the  company  would be the result of arms  length  negotiations  with terms
favorable to the Company.

(3) FINANCIAL RISK OF DEPENDENCE ON KEY PERSONNEL.

The success of the company  will depend to a great  extent on Patricia  Ross and
her management  team.  These  individuals may not remain with the company due to
the lack of employment contracts. If we lose our key personnel, our business may
suffer. We depend substantially on the continued services and performance of our
senior  management  and,  in  particular,  their  contracts  and  relationships,
especially within the fresh fruit and vegetable industry.

(4) RISK OF LOSS OF INVESTMENT DUE TO HIGHLY COMPETITIVE NATURE OF OUR INDUSTRY.

The market for  sanitation  products  for fruits  and  vegetables  is  intensely
competitive.  We have no operating  history or any revenues from operations.  We
have no assets  or  financial  resources.  We have  operated  at a loss and will
continue to do so for some time.  We are smaller than our national  competitors,
and consequently  lack the financial  resources to enter new markets or increase
existing  market  share.  In  fact,  we  compete  with  several  companies  that
specialize in the $5 billion dollar fruit and vegetable  sanitation market. Most
of these  companies have longer  histories,  greater name  recognition  and more
financial resources than we do.

(5) THE MARKET FOR  SANITATION  PRODUCTS FOR FRUITS AND  VEGETABLES IS INTENSELY
COMPETITIVE, AND THE SPECIFIC NICHE THE COMPANY IS ENTERING ALSO CARRIES WITH IT
A HIGH DEGREE OF RISK.

While the market for sanitation  products for fruits and vegetables is intensely
competitive,  the specific  niche the company is entering also carries with it a
high  degree  of  risk.  We have  no  operating  history  or any  revenues  from
operations.  We have no  significant  assets  or  financial  resources.  We have
operated  at a loss and will  continue  to do so for some time or at least until
the company has obtained  financing and can fully execute its business plan. The
success of the company  will depend to a great  extent on Patricia  Ross and her


                                       8
<PAGE>

select management team. There is no assurance that these individuals will remain
with the company due to the lack of employment contracts.

(6)  RISK OF INCURRING HIGH LEGAL COST DUE TO LITIGATION.

While the  company  is not  currently  involved  in any  litigation,  that is no
indication that the company will be precluded from being sued in the future.  In
the past,  especially  during  periods of market  volatility,  securities  class
action  litigation has often been instituted  against companies similar to ours.
Such litigation, if instituted, could result in substantial costs and diversions
of  management's  attention and resources,  which could have a material  adverse
effect on our business, results of operations and financial condition.

(7) RISK OF EXTERNAL INFLUENCES

The price or our stock  could be  affected  by  external  influences,  which are
beyond our control. Examples of these influences are:

         o        An abrupt economic change resulting in an unexpected  downturn
                  in demand;
         o        Governmental restrictions or excessive taxes on imports;
         o        Over-abundance   of  products  and  services  related  to  the
                  sanitation industry;

(8) RISKS OF REDUCED LIQUIDITY OF "PENNY STOCKS"

 The Securities and Exchange  Commission has adopted  regulations that generally
define a "penny  stock" as any equity  security  that has a market price of less
than $5.00 per share and that is not traded on a national stock exchange, NASDAQ
or the NASDAQ  National  Market  System.  Now, or sometime in the future,  penny
stocks could be removed from NASDAQ or the NASDAQ  National Market System or the
securities may become subject to rules of the Commission that imposes additional
sales practice  requirements on broker-dealers  effecting  transactions in penny
stocks.  In most  instances,  unless  the  purchaser  a penny  stock  is (1) and
institutional  accredited investor, (ii) the issuer, (iii) a director,  officer,
general partner or beneficial owner of more than five per cent (5%) of any class
of  equity  security  of the  issuer  of the stock  that is the  subject  of the
transaction  or  (iv)  an  established   customer  of  the  broker-dealer,   the
broker-dealer must make a special suitability  determination for the purchase of
such securities and have received the  purchaser's  prior written consent to the
transaction.  Additionally,  on  any  transaction  involving  the  rules  of the
Commission require, among other things, the delivery,  prior to the transaction,
of a disclosure  schedule prepared by the Commission relating to the penny stock
market and the risks  associated  with  investing  in penny  stocks.  The broker
dealer also must disclose the commissions  payable to both the broker-dealer and
registered  representative and current  quotations for the securities.  Finally,
among other  requirements,  monthly  statements must be sent to the purchaser of
the penny stock disclosing  recent price information for the penny stock held in
the  purchaser's  account and information on the limited market in penny stocks.
Consequently,  the penny stock rules may restrict the ability of  broker-dealers
to sell the securities and may affect the ability of purchasers in this Offering
to sell the securities in the secondary market.





                                       9
<PAGE>

(9) RISK DUE TO MINORITY STATUS OF NEW INVESTORS

Upon completion of this registration,  our directors and executive officers will
beneficially own approximately 16,795,000 common shares; approximately 57.26% of
the  outstanding  common stock if all the shares  offered are sold. As a result,
these stockholders, if they act as a group, will have a significant influence on
all matters requiring stockholder approval,  including the election of directors
and approval of significant  corporate  transactions.  Such control may have the
effect of delaying or preventing a change in control of the Company.
See "Principal and Selling Stockholders."

(10)  RISK DUE TO LACK OF FUNDS

The company presently lacks sufficient funds to begin operations. No products or
services are presently being offered.

(11)  RISKS DUE TO RESALE RESTRICTIONS IMPOSED BY STATE "BLUE SKY LAWS"

There are state  regulations,  which  might  affect the  transferability  of our
shares.  We have not  registered  its shares for resale under the  securities or
"blue sky" laws of any state and we have no plans to  register  or  qualify  its
shares in any state.  Current  shareholders,  and persons who desire to purchase
the shares in any trading market that may develop in the future, should be aware
that  there  may be  significant  state  restrictions  upon the  ability  of new
investors to purchase the securities.

SEC  and  "blue  sky"  laws,  regulations,   orders,  or  interpretations  place
limitations on offerings or sales of securities by development  stage companies,
or if such securities  represent "cheap stock" previously issued to promoters or
others.  These limitations  typically provide, in the form of one or more of the
following limitations, that such securities are:

         o        not eligible for sale under  exemption  provisions  permitting
                  sales  without   registration   to  accredited   investors  or
                  qualified purchasers;
         o        not eligible for the transactional exemption from registration
                  for non-issuer transactions by a registered broker-dealer;
         o        not  eligible  for  registration  under the  simplified  small
                  corporate offering  registration (SCOR) form available in many
                  states;
         o        required to be placed in escrow and the proceeds received held
                  in escrow subject to various limitations; or
         o        not permitted to be registered or exempted from  registration,
                  and thus  not  permitted  to be sold in the  state  under  any
                  circumstances.

Virtually all 50 states have adopted one or more of these limitations,  or other
limitations or restrictions affecting the sale or resale of stock of development
stage companies, or "cheap stock" issued to promoters or others.

Specific  limitations  on offerings by  development  stage  companies  have been
adopted in:
                  Alaska                 Maryland               Rhode Island
                  Arkansas               Nebraska               South Carolina
                  California             New Mexico             South Dakota


                                       10
<PAGE>

                  Delaware               Ohio                   Tennessee
                  Florida                Oklahoma               Utah
                  Georgia                Oregon                 Vermont
                  Idaho                  Pennsylvania           Washington
                  Indiana

Any secondary trading market,  which may develop, may only be conducted in those
jurisdictions  where an  applicable  exemption  is available or where the shares
have been registered.


                           FORWARD-LOOKING STATEMENTS

This  prospectus  contains  statements  that plan for or anticipate  the future.
Forward-looking  statements  include  statements  about  the  future of the food
safety and sanitation  industry,  statements about our future business plans and
strategies, and most other statements that are not historical in nature. In this
prospectus,  forward-looking  statements  are generally  identified by the words
"anticipate,"  "plan,"  "believe,"  "expect,"  "estimate," and the like. Because
forward-looking  statements  involve future risks and  uncertainties,  there are
factors  that  could  cause  actual  results  to differ  materially  from  those
expressed or implied.  For example, a few of the uncertainties that could affect
the accuracy of forward-looking statements include:

(A) changes in general economic and business conditions  affecting the worldwide
food safety and sanitation industry;

(B)  government  restrictions  or  excessive  taxes and  tariffs on imports  and
exports;

(C) technical developments that make our services obsolete;

(D) our costs in the  pricing of our  products  and the  economic  resources  to
support the retail and wholesale promotion of new products and services;

(E) the  level of  demand  for our  products,  expansion  plans  and  access  to
potential clients and advances in technology; and

(F) a lack of working  capital could hinder the promotion  and  distribution  of
products and services to a broader wholesale population.


                                 USE OF PROCEEDS

The principal purpose of this registration  statement is to create a more liquid
public  market  for  eFood's  common  stock.  Upon  the  effectiveness  of  this
registration  statement, a portion of eFood's outstanding shares of common stock
will be registered for resale under the  Securities  Act. While we will bear the
expenses of the  registration  of the shares,  we will not realize any  proceeds
from any actual resale of the shares that might occur in the future. The Selling
Shareholders will receive all proceeds from any resale.


                                       11
<PAGE>

                         DETERMINATION OF RE-SALE PRICE

This is not an offering of securities,  but a registration of existing shares of
common  stock  held  by  selling   shareholders.   Management  has   arbitrarily
established the re-sale price of $1.00 per share. The selling  shareholders will
be required to sell their  shares,  if  possible,  at a price of $1.00 per share
until  the  shares  are  quoted on the OTC  Bulletin  Board  and  thereafter  at
prevailing market prices or privately negotiated prices.

Our Business is subject to compliance with various  government  regulations.  We
are subject to regulation by numerous governmental  agencies, the most active of
which is the Securities and Exchange Commission (the "SEC"), which will regulate
our status as a fully reporting company.


                              SELLING SHAREHOLDERS

The  following  table  sets  forth  certain  information  as of the date of this
prospectus,  with  respect  to  the  selling  shareholders  for  whom  eFood  is
registering  shares for resale to the  public.  All of the shares  listed in the
table were purchased from and issued by DJH  International,  Inc. on October 29,
1996 for cash at $0.0005 (par value) per share. There are no known relationships
between any of the shareholders,  or eFood's  management.  The maximum number of
shares  that could be offered by the selling  shareholders  is  12,540,000.  The
amount of stock eligible for sale pursuant to Rule 144 is 16,795,000.  The total
number of shareholders of our common stock is approximately 33.

No  persons  selling  the  company's  stock  are  considered  broker/dealers  or
affiliates of broker/dealers.
<TABLE>
<CAPTION>
                  Shares                                      Maximum No.               Maximum No.
Name of           Beneficially                                of Shares to be           of Shares to be
Security          Owned Prior               % Owned           Registered Pursuant       Owned if All
Holder            to Registration           Prior             to this Prospectus        Shares are Sold

<S>               <C>                       <C>               <C>                       <C>
Regency
Financial
Services, Ltd.      2,347,500               8.00              2,347,500                          0

Berkshire Capital
Management
Co., Inc.           2,292,500               7.81              2,292,500                          0

Gina Della Femina     100,000               0.34                100,000                          0

Steven A. Sanders     100,000               0.34                100,000                          0

Laurence and
Elisabeth Paredes      15,000               0.05                 15,000                          0

Ronald Sparkman     2,040,000               6.95              2,040,000                          0

Stone Castle
Keep, Inc.          2,040,000               6.95              2,040,000                          0
</TABLE>


                                       12
<PAGE>
<TABLE>
<CAPTION>
                  Shares                                      Maximum No.               Maximum No.
Name of           Beneficially                                of Shares to be           of Shares to be
Security          Owned Prior               % Owned           Registered Pursuant       Owned if All
Holder            to Registration           Prior             to this Prospectus        Shares are Sold

<S>               <C>                       <C>               <C>                       <C>
John M. Peragine      525,000               1.79                525,000                          0

James Mylock, Jr.     525,000               1.79                525,000                          0

Andreas Lintzeris     525,000               1.79                525,000                          0

Jon Callahan          525,000               1.79                525,000                          0

Daniel Grieco          10,000               0.03                 10,000                          0

Amanda E. Johnson     525,000               1.79                525,000                          0

Milton Irizarry       525,000               1.79                525,000                          0

John C. Sypek         325,000               1.10                325,000                          0

Diane J. Harrison         500              0.001                    500                          0

William B. Harrison, II   500              0.001                    500                          0

Norman Davis              500              0.001                    500                          0

Sheryl Cerasani           500              0.001                    500                          0

Eileen Daniels            500              0.001                    500                          0

Daniel Terzo              500              0.001                    500                          0

Lynnette Sparks           500              0.001                    500                          0

Debra Lynn Hensen         500              0.001                    500                          0

Sandra Taunton            500              0.001                    500                          0

Wilma J. and
William B. Harrison       500              0.001                    500                          0

Donald and Cathy
Hejmanowski               500              0.001                    500                          0

Arthur Rigsby             500              0.001                    500                          0

Michael J. Daniels    114,000              0.389                114,000                          0
</TABLE>

All of the shares  offered by this  prospectus  may be offered for resale,  from
time to time, by the Selling Shareholders,  pursuant to this prospectus,  in one
or more private or negotiated transactions, if possible, at a price of $1.00 per
share until the shares are quoted on the OTC Bulletin  Board and  thereafter  at


                                       13
<PAGE>

prevailing market prices or privately  negotiated prices, or otherwise,  or by a
combination  of these  methods,  at fixed prices that may be changed,  at market
prices  prevailing  at the time of the sale,  at prices  related to such  market
prices, at negotiated prices, or otherwise.  The Selling Shareholders may effect
these transactions by selling their shares directly to one or more purchasers or
to or  through  broker-dealers  or  agents.  The  compensation  to a  particular
broker-dealer  or agent may be in excess of customary  commissions.  Each of the
Selling  Shareholders may be deemed an  "underwriter"  within the meaning of the
Securities Act in connection with each sale of shares. The Selling  Shareholders
will pay all  commissions,  transfer  taxes and other expenses  associated  with
their sales.


                              PLAN OF DISTRIBUTION

To our knowledge, none of the Selling Shareholders has made any arrangement with
any  brokerage  firm for the sale of the  shares.  We have been  advised  by the
Selling  Shareholders  that they presently  intend to dispose of the shares at a
price of $1.00 per share until our shares are quoted on the OTC Bulletin  Board,
and thereafter  through  broker-dealers  in ordinary  brokerage  transactions at
market prices prevailing at the time of sale.

Any  broker-dealers  or agents who act in connection with the sale of the shares
may be deemed to be  underwriters.  Any  discounts,  commissions  or concessions
received  by any  broker-dealers  or agents  may be  deemed  to be  underwriting
discounts and commissions under the Securities Act.

We have not  registered its shares for resale under the securities or "blue sky"
laws of any state.  Current  shareholders and persons who desire to purchase the
shares in any trading  market  that may  develop in the future,  should be aware
that there may be significant  state "blue sky" restrictions upon the ability of
new investors to purchase the securities.  These  restrictions  could reduce the
size of any potential trading market.  Under federal law,  non-issuer trading or
resale of our  common  stock  may be exempt  from  most  state  registration  or
qualification  requirements.  However  some states may  continue to restrict the
ability to  register  or qualify  our common  stock for both  initial  sales and
secondary trading by regulations prohibiting or imposing limitations on the sale
of securities of development stage issuers.


                                LEGAL PROCEEDINGS

We are not a party to any legal proceedings.


                    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
                               AND CONTROL PERSONS

We currently have no paid full time employees. The management team consisting of
the following individuals is conducting the business of the company:


         NAME                     POSITION                                   AGE

         Patricia Ross            President/Treasurer/Director                60


                                       14
<PAGE>

         Clarence W. Karney       CEO/Secretary/Director                      59

         Lindsey Lee              CFO                                         41

         Scott McFee              VP Operations/Director                      43

         Raymond Klocke           Director                                    57

         Thomas Gunn              Director                                    62


                        BUSINESS EXPERIENCE OF DIRECTORS

PATRICIA ROSS is the  President/Treasurer and a Director and has served in those
capacities since the merger of DJH  International,  Inc. and Global  Procurement
Systems now renamed  eFoodSafety.com,  Inc. Ms. Ross has been selected as one of
the ten most  influential  women in the  transportation  and travel industry and
honored as one of the 100 most influential women in Arizona.
Ms. Ross was Vice  President of Food Safety  Systems and an integral part of the
company's  successful  public  offering in the summer of 1999. Ms. Ross was with
Prime World  Travel,  Inc. and succeeded in the  turnaround of this  net-deficit
organization  by  achieving  a 375%  turnaround  in annual  sales.  Ms. Ross was
elected  the first  woman  President  of the  Chamber of  Commerce  in  Arizona,
selected to represent  Arizona at the White House  Conference for Small Business
and is  currently  President  of the Board of  Directors  for the Arizona  Small
Business Association.

WILLIAM  KARNEY,  Chairman and CEO, has over nineteen years  experience with the
Federal  Government  Department  of Defense  and the USDA.  He founded  Karney &
Associates  and spent  fifteen  years  building  the  company as a leader in the
operations and inspections of fresh fruit and vegetables  from Central  America.
Mr.  Karney is a member of the United  Fresh  Fruit and  Vegetable  Association,
Western Growers Association, Institute of Food Technologists, International Food
Processors,   Fresh  Cut  Produce   Association,   and  the  Produce   Marketing
Association.

LINDSEY LEE, CFO is a licensed  Attorney,  CPA and Chartered  Financial Analyst.
Mr.  Lee was a  founding  partner in Bond,  Taylor  and Lee,  LLP.  Mr. Lee held
positions with Arthur Andersen and Kenneth Leventhal & Company.

SCOTT MCFEE,  Director,  has over ten years  experience in various  operational,
distribution and production capacities with Del Monte Fresh Produce. In his most
recent position he was General Manager for Production and  Distribution  for Del
Monte in Sanger, California, a 250,000 square foot packing and cooling facility.
As G.M., Mr. McFee was responsible for a budget of approximately $14 million per
year and 230 employees.  Prior to Del Monte,  Mr. McFee was employed at Sea-Land
Service for seven years in various supervisory and advisory positions.

RAYMOND KLOCKE,  Director,  is a former  Vice-President of Sales,  Marketing and
Business Development for Chiquita Tropical Products. Prior to this position, Mr.
Klocke  was  Vice-President  of  Merchandising  and  Procurement  for the Kroger
Company in Cincinnati,  Ohio. During his twenty-six years at Kroger, he was held
accountable  for the procurement of over two billion pounds of fresh produce and
sales of $85 million while providing leadership to fourteen divisions within the


                                       15
<PAGE>

company.  Preceding this position,  Mr. Klocke was a Vice-President  at Safeway,
one of the world's largest  retailers.  Mr. Klocke has held posts as Chairman of
the United Way and President of the Produce Marketing Association.

THOMAS  GUNN,  Director,  is a former  Chairman and Chief  Executive  Officer of
Adidas  Southwest  and a  former  President  of  Strohs  Beer of  Dallas.  He is
currently an Advisory  Board member for the Republic  Bank of Dallas and a board
member of Neuhoff  Packing  Company.  Mr. Gunn is the Executive  Director of the
Arizona Small Business Association and is a founder of the Arizona Forum.


                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

The following  table sets forth certain  information  known to  eFoodSafety.com,
Inc. regarding  beneficial ownership of eFood's common stock at October 16, 2000
and as  adjusted  to  reflect  the sale of the  shares of  common  stock in this
offering by:

                  o        each person known by eFood to be the beneficial owner
                           of more than 5% of eFood's common stock;

                  o      each of eFood' s directors and executive officers; and

                  o      all executive officers and directors as a group.

<TABLE>
<CAPTION>
                             Percentage of           Outstanding        After Registration
Name and                     Shares                  Common
Address of                   Beneficially            Stock Prior
Beneficial Owner             Owned     (1)           to Registration   Minimum        Maximum

<S>                          <C>                     <C>              <C>            <C>
Joseph Fiore (2)
670 White Plains Rd.
Suite 120
Scarsdale, NY  10583         4,640,000                 15.82           4,640,000      4,640,000

Ron Sparkman (3)
10616 Brown Fox Trail
Littleton, CO 80125      4,080,000                     13.91            4,080,000     4,080,000

Clarence W. Karney
3244 Oakview Drive
Visalia, CA 93277        8,397,500                     28.63           8,397,500      8,397,500

Patricia Ross
350 West Caldwell Ave.
Visalia, CA 9327         8,397,500                     28.63           8,397,500      8,397,500


All Officers and
Directors as a group
(4 in number)           16,795,000                     57.25          16,795,000     16,795,000
</TABLE>



                                       16
<PAGE>

(1) The information contained in this table with respect to beneficial ownership
reflects "beneficial ownership" as defined in Rule 13d-3 under the Exchange Act.
All information with respect to the beneficial  ownership of any shareholder has
been  furnished  by such  shareholder  and,  except as  otherwise  indicated  or
pursuant  to  community  property  laws,  each  shareholder  has sole voting and
investment  power with respect to shares  listed as  beneficially  owned by such
shareholder.  Pursuant to the rules of the Commission, in calculating percentage
ownership,  each person is deemed to beneficially  own shares subject to options
or  warrants  exercisable  within  60 days of the date of this  Prospectus,  but
shares  subject to  options or  warrants  owned by others  (even if  exercisable
within 60 days) are deemed not to be outstanding.

(2) Includes  2,292,500 shares owned by Berkshire  Capital  Management Co., Inc.
and 2,347,500 shares owned by Regency  Financial  Services,  Ltd. Both companies
are located at the above address and are under the control of Mr. Fiore.

(3) Includes  2,040,000  shares owned by Stone Castle Keep Inc., a company under
the control of Mr.  Sparkman.  The address of Stone Castle  Keep,  Inc. is 10616
Brown Fox Trail, Littleton, Colorado, 80125.

                            DESCRIPTION OF SECURITIES

The Articles of Incorporation  authorize  capital stock consisting of 50,000,000
shares of common stock, $0.0005 par value.

Common Stock

As of October 16, 2000, there were 29,335,000  shares of common stock issued and
outstanding that were held of record by approximately 33 shareholders.  Upon the
effectiveness  of  this   registration   statement,   we  will  have  12,540,000
outstanding  common shares registered for resale by the selling  shareholders in
accordance with the Securities Act of 1933.

Each outstanding share of common stock is entitled to one vote on all matters to
be submitted  to a vote of  shareholders,  except  that,  upon giving the notice
required  by law,  shareholders  may  cumulate  their  votes in the  election of
directors.  Holders do not have preemptive  rights,  so we may issue  additional
shares  that may reduce  each  holder's  voting and  financial  interest  in our
company.  The right of holders of our common stock to receive  dividends  may be
restricted  by the terms of any  shares  of our  preferred  stock  issued in the
future. If we were to liquidate,  dissolve,  or wind up our affairs,  holders of
common stock would share proportionately in our assets that remain after payment
of all of our debts and  obligations  and after any  liquidation  payments  with
respect to preferred stock.

Preferred Stock

There is no provision in the Articles of  Incorporation  for preferred  stock at
this time.



                                       17
<PAGE>

Dividends

We don't plan to pay dividends at this time. We don't expect to pay dividends on
common  stock  anytime  soon.  Our board will  decide on any  future  payment of
dividends, depending on our results of operations,  financial condition, capital
requirements, and any other relevant factors.

Presently in the by-laws  there are no  provisions  that could delay a change in
control of the company.

Convertible Notes

There are no convertible notes outstanding at this time.


                         SHARES ELIGIBLE FOR FUTURE USE

Upon the effectiveness of this registration  statement,  we will have 12,540,000
shares of common  stock  outstanding  and  registered  for resale by the Selling
Shareholders in accordance with the Securities Act of 1933.

Prior to this offering, no public trading market has existed for shares of eFood
common stock.  The sale, or  availability  for sale, of  substantial  amounts of
common  stock in the public  trading  market could  adversely  affect the market
prices for eFood's common stock.


                  DESCRIPTION OF BUSINESS AND PLAN OF OPERATION

eFoodSafety.com,  Inc.  was  incorporated  in Nevada on October  28, 2996 as DJH
International,  Inc. to market  products  through  the  Internet.  The  founder,
Michael J.  Daniels,  saw a need for good  products  and services to be marketed
traditionally  and via the  World  Wide  Web and  sought  opportunities  through
companies that had the ability to sell and deliver in a timely fashion.

On October 2, 2000 the  company  declared a 6 to 1 stock  split of its shares of
common  stock.  Subsequently,  on October 16, 2000, we entered into an agreement
and plan of  reorganization  with Global  Procurement  Systems,  Inc. whereby we
acquired Global. As a result of the acquisition,  we issued 16,795,000 shares of
common  stock in exchange for the  outstanding  shares of Global and changed our
name to  eFoodSafety.com,  Inc. Upon the merger,  Ms.  Patricia Ross assumed the
official  duties  as  president  and  brought  us to  our  present  path  toward
development  of  sanitation  services  and  products in the fruit and  vegetable
market worldwide.

We have undergone no bankruptcy, receivership or similar proceedings.

We were  organized  for the  purpose of  creating a  corporate  vehicle to seek,
investigate and, if such investigation  warrants,  acquire an interest in one or
more business  opportunities  presented to it. At this time, we have completed a
merger as per  above,  and have  identified  a  specific  business  that we have
targeted for operations.  This plan of operation assumes that we will be able to
raise the necessary funds, through equity and/or debt financing,  to finance our
food safety products and services business.


                                       18
<PAGE>

We presently have no cash on hand and management serves without compensation.

The company is still considered to be a development  stage company.  The company
has no revenue and is dependent upon the raising of capital through placement of
its  common  stock.  There can be no  assurance  that we will be  successful  in
raising the capital required through the sale of our common stock.

The U.S. Department of Agriculture has estimated that less than 2% of all fruits
and vegetable are pathogen,  or "germ free", at the initial  packing point,  and
less  still are  provided  with a way to  continue  to  eliminate  the growth of
pathogens  during the distribution  cycle.  Our research,  covering the past two
years and, along with our process  development  has  demonstrated  that our Food
Safe Program,  utilizing  chlorine in conjunction with food Safe 1600, ozone, or
electronic  pasteurization  virtually  eliminated  all pesticides and pathogens,
including  E.  Coli,   Salmonella,   and  Listeria,  at  the  packing  house  or
distribution  center.  Pesticides are chemical sprays used on a product while it
is growing in the field.  The  residue is left on the  product  under the normal
packing  process.  Pathogens are bacteria  typically  classified as  Salmonella,
Listeria,  and  eColiH157.  Please note that the Food Safe  Process  effectively
removes both pesticides and pathogens. The Food Safety Program is intended to be
a complete  process that  incorporates  an  application  and  monitoring  system
utilizing  either  existing or custom  designed spray  applications of Food Safe
materials  to fresh fruit and  vegetables  after the initial  chlorine  bath.  A
monitoring device will continuously  monitor water quality,  Oxidation Reduction
Potential (ORP), ph, chlorine  concentration,  and maintains  continuous records
that satisfy Hazard Analysis  Critical Control Point (HACCP)  requirements.  The
data supplied by the monitoring  device is sent to the USDA to insure compliance
with HACCP standards.

A "run-through" will be completed after the company has acquired a facility, set
up production lines,  tested equipment,  and insured that all FDA standards have
been met or  exceeded.  From the time the  company is in receipt of the  initial
(pre-opening)  funding and it takes  possession of the facility,  the first test
run  will be in  thirty  (30)  days of that  point.  The  company  will be fully
operational,   including   equipment,   labor,   sales,   and  product  testing,
approximately  two (2) days after the test run. eFood's  marketing plans will be
initiated  immediately and those clients currently awaiting commencement will be
serviced.

Patent  protection will be sought  immediately  after operations  commence.  The
management  has decided to wait until  after the Food  Safety  Program has had a
thorough  run-through in an  eFood-approved  facility.  If any  improprieties in
their  process are detected,  although they believe this to be highly  unlikely,
certain  changes will be made with a patent  application to follow.  The company
has  started  the  preliminary  paperwork  required  for the patent  application
submission.

The program will be marketed  locally prior to receiving patent  protection.  In
order to set up a potential  customer  base,  the  company  will  introduce  its
program  to  various  parties in the fruit and  vegetable  industry,  as well as
various  government  officials.  The  company  sales  staff  will  carry out its
marketing plan in the areas of produce sales, equipment sales, food safe audits,
and  distribution  center access.  The local  marketing  areas are the states of
Arizona, California, Maryland, Nevada, Oregon and Washington.

The products and services  provided by eFoodSafety  are available in an array of
formats. Our customers would not have to seek a membership to join the food safe


                                       19
<PAGE>

program.  We intend to supply  machinery and materials to those patrons who will
be leasing/purchasing the equipment and performing the process at their own (the
vendor)  facility.  Please note that the equipment will be custom  fabricated by
eFoodSafety.com,  thus  causing  the company to require a portion of the desired
funding amount in order to outlay any initial manufacturing costs. By performing
the process in the vendor's facility, it will give an extended shelf life to the
produce,  including a reduction in pathogens,  and an impression of sanitization
to the  end-customer,  but the  product  will  not meet  any  certification  for
Government standards due to cross contamination in packing, shipping,  delivery,
etc.

For the entire sanitization program to be deemed efficient,  the process must be
completed at the company facility.  The results of such process shall exceed any
FDA/USDA  standards.  As stated above,  the company offers a variety of services
implemental in a multitude of environments.


Therefore, billing for the company's products and services must be determined on
a case-by-case basis further described below:

         Outline of the  sanitization  process listed by service and cost if the
         client brings the produce to the company-owned facility for processing.
         This process exceeds any FDA, USDA Standards:

1.       Inspection of Product                       Cost per unit    $ .10
2.       Handling Product before Processing Cost per unit    $ .15
3.       Food Safety Process/Packaging               Cost per unit    $2.50
4.       Chemical Inspection                         Cost per unit    $ .25
5.       Sanitizing the Truck                        Cost per unit    $ .15
6.       Cost of Delivery of Product                 Cost per unit    $1.75

                                               Total Cost per unit    $4.65

                  Please note that all prices are subject to change.


         Outline of a la carte services available at the company-owned  facility
         without utilizing the sanitization process:

1.       Load Consolidation                          Cost per unit    $  1.00
2.       Store Drop Delivery                         Cost per unit    $  1.50
3.       Repacking                                   Cost per unit    $  2.25
4.       Storage                                     Cost per unit    $   .50
5.       Sales/Marketing                             Cost per unit    $  1.00
6.       Transportation                              Cost per load    $250.00

                  Please note that all prices are subject to change.

         Outline of services available at the customer's facility, not including
         the cost for leasing/purchasing eFood approved equipment:
1.       Process                                     Cost per unit    $  .30

         Please  note  that a  unit  could  be  defined  as  follows:  a)  trays
         (berries);  b) cartons (oranges,  peppers,  bananas);  c) lugs (grapes,
         tomatoes); d) sacks (potatoes, cucumbers), etc.



                                       20
<PAGE>

The program will use common materials,  as will the manufacture of equipment, so
that we will have a  multitude  of vending  sources  from  which to  choose.  In
addition,  we plan to  market  our  products  and  services  so as not to become
dependent on any one customer.

We plan  to  market  all  services,  products  and  produce  from  our  off-line
supply/distribution  facilities  through outside sales persons and through a web
site, http://www.e-foods-safety.com, which is currently under construction.

The  commencement  of  operations  is  contingent  upon receipt of funding.  The
company  requires  approximately  $1.8  million  prior  to the  commencement  of
operations.

These  funds  will  enable  our  company to be fully  operational  and  generate
revenues in forty-five days from the date of funding. However a specific plan of
operations for the next twelve (12) months has been outlined as follows:

         First 45 Days (Pre-Opening)
                  Set Up West Coast Facility
                  Set  Up All  administrative  operations  for  the  west  coast
                  facility  including job  descriptions,  & hiring for positions
                  Set Up Safe  Processing  Room Start  Food Safe  Audit  Program
                  Start  Food  Safe  Audit  Program   Start  Quality   Condition
                  Inspection  Program  Write  Contracts  for  all  services  Run
                  Through of Food Safe  Process  Begin  Patent  Process for Food
                  Safe Process Start  equipment  manufacturing  of truck washers
                  Start writing the specifications  for all government  agencies
                  of Food Safe produce, eggs, poultry and meat

         Month One
                  Food  Safe  Produce   Process  west  coast  facility  in  full
                  operation All services in operation at west coast facility Set
                  contracts for all food safe  products  Start selling Food Safe
                  Produce to  government  agencies  Start  retail,  food service
                  sales  of Food  Safe  Produce  Open  negotiations  for  Mexico
                  boarder   facility   Open  truck   washing   facilities   Open
                  negotiations for New York/ New Jersey facility

         Month Two
                  Increase equipment sales Open three  truck-washing  facilities
                  Open first Mexico  border  facility  Increase  food safe audit
                  program
                  Increase our brand name Food Safe produce sales operations


                                       21
<PAGE>

         Month Three
                  Open  first   facility  in  New  York/  New  Jersey   Increase
                  government   contracts  Expand  quality   inspection   program
                  Increase first  operation on the Mexico border Open three more
                  truck washing facilities Increase equipment sales

         Month Four
                  Increase  volume of Food Safe  produce  sales of east and west
                  facilities  Introduce  seminars  reference  word  food  safety
                  Increase   government   services  for  food  safety  Open  two
                  truck-washing facilities

         Month Five
                  Start  the  process  to open  first  port  facility  Open next
                  facility on the Mexico border Increase Food Safe audit program
                  Open five truck-washing facilities

         Month Six
                  Increase  contract  client  base  Expand  sales  for  the  New
                  York/New Jersey facility Open four truck-washing facilities

         Month Seven
                  Open first port  facility  on the east coast  Expand Food Safe
                  audit program to Mexico and Canada Expand the government sales
                  program

         Month Eight
                  Open a  concentrated  advertising  program  for our food  safe
                  Increase client base for inspection,  chemical inspection Open
                  five truck-washing facilities

         Month Nine
                  Increase sales at all facilities
                  Look for join venture partners
                  Open three truck-washing facilities

         Month Ten
                  Survey  international market place Start international sale of
                  Food Safe Produce Open additional  Mexico border facility Open
                  four  truck-washing  facilities  Start first  operation in New
                  Zealand



                                       22
<PAGE>

         Month Eleven
                  Increase Sales at all facilities
                  Open the Health Food Produce Program
                  Open discussion with the Food Drug Administration, Customs and
                  United States
                  Department of Agriculture for Food Safe Audit Programs
                  Open seven truck-washing facilities

         Month Twelve
                  Evaluate opening three  facilities for the south,  central and
                  northwest  United States
                  Move into the South American  markets
                  Increase international Food Safe Audit program Expand into the
                  organic produce market Open twelve truck-washing facilities


Competition


The on-line food-safe products and services marketplace is in its infancy,  with
no dominant business-to- business leader.

The fresh fruits,  vegetables and produce  industries are extremely  competitive
and have become highly fragmented over the years. Operators have been attempting
to hold or increase  market  share  through the  development  and  operating  of
traditional  sales and distribution  outlets.  We believe that on-line marketing
will be effective and that others will emulate our business model.

There are  presently,  to the best of our  knowledge,  no companies that provide
complete  inspection  services,  processes and  equipment.  There are,  however,
competitors that do provide partial food-safe programs.

We will compete with many different  companies  regarding certain commodities in
the market place including, but not limited to:

         . Dole,  Castle & Cook,  Del Monte,  Baskovitch,  Redi  Pack,  Grimmway
Farms, Tony Vitrano,  Fresh Express,  T& A, Fresh America,  Sysco,  Wal-Mart,  K
Mart,  Costco,  Cub Stores,  Super Value,  Fresh Point,  AmeriServ,  Kraft,  and
Monarch Foods;

         . Safeway,  Albertons's,  Winn Dixie, Publix, Kroger, Food Lion, Stop &
Shop, Wegman's, Giant Foods, Path Mart, Cash & Carry and Raley's;
         . Burger King, Wendy's,  McDonald's, In and Out Burger, Chili's Subway,
Hardee's,  Jack-in-the Box, White House,  What-a-Burger,  PepsiCo, Hyatt Hotels,
Marriott Hotels and Hilton Hotels.

         . Private inspection  services such as McDonalds's  Inspections and FBI
Inspections.




                                       23
<PAGE>

The only license  required will be a PACA (Perishable  Agricultural  Commodities
Act) License and a State's License issued by the State  Department in each state
the  company is  conducting  its  business.  The Company has not applied for any
licenses to date.  The company  intends to apply for its PACA  license  upon the
successful  completion of this  registration and completing the application.  No
other steps are necessary and the application process will take approximately 30
days before receipt of the license.
The management team will eventually consist of approximately ten officers and/or
directors.  Six  supervisors  will  oversee  the  operations  divisions  at each
distribution  center.  The employees at each facility will be contracted through
local vendors.  The company currently has no paid employees.  The company has no
payroll.  Mr. Karney, his colleagues,  and associates plan to devote one hundred
percent  of their  professional  time to the  success of the  business  upon the
effectiveness  of this  Registration  Statement  and  receipt of funding for the
proposed plan of operations.


                      INTEREST OF NAMED EXPERTS AND COUNSEL

The law firm of Daniels, McGowan & Associates, c/o Richard E. Daniels, Esq., 275
North Lindbergh Blvd., St. Louis, MO 63141,  telephone (314) 993-4261,  has been
retained to advise the company regarding this filing.

The audited  financial  statements  of  eFoodSafety.com,  Inc.  included in this
Prospectus  and  elsewhere in the  Registration  Statement  have been audited by
Robison, Hill & Co., 1366 East Murray Holladay Road, Salt Lake City, Utah 84117,
telephone (801) 272-8045,  independent public accountants, as indicated in their
reports with respect  thereto,  and are included  herein in reliance  given upon
their authority of said firm as experts in accounting and auditing.

                          TRANSFER AGENT AND REGISTRAR

The  transfer  agent and  registrar  for our  common  stock is  Signature  Stock
Transfer,  Inc., One Preston Park,  2301 Ohio Drive,  Suite #100,  Plano,  Texas
75093; telephone (972) 612-4120.


                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section  78(1)(2)(3) & (4) of the Nevada  Revised  Statutes (the "NRS")  permits
corporations  to  indemnify  a  Director,  Officer  or  control  person  of  the
corporation  or its  stockholders  for any  liability  asserted  against him and
liability and expenses  incurred by him in his capacity as a Director,  Officer,
employee  or agent,  or arising  out of his  status as such,  whether or not the
corporation  has the  authority to  indemnify  him against  such  liability  and
expense.  Our  Articles  of  Incorporation  and  By-laws do not  include  such a
provision automatically  indemnifying a Director,  Officer, or control person of
the corporation,  or its stockholders for any liability asserted against him and
liability and expenses  incurred by him in his capacity as a Director,  Officer,
employee or agent, or arising out of his status as such.

Our By-laws,  Article X Section 3, do permit us to secure insurance on behalf of
any Director,  Officer, employee or other agent for any liability arising out of
his or her  actions in such  capacity,  regardless  of whether or not Nevada law
would permit indemnification.


                                       24
<PAGE>

We are not  obligated  to  indemnify  the  indemnitee  with respect to (a) acts,
omissions  or  transactions  from which the  indemnitee  may not be  relieved of
liability under applicable law, (b) claims  initiated or brought  voluntarily by
the  indemnitee  and not by way of defense,  except in certain  situations,  (c)
proceedings   instituted  by  the  indemnitee  to  enforce  the  Indemnification
Agreements which are not made in good faith or are frivolous,  or (d) violations
of Section 16(b) of the Securities Exchange Act of 1934 or any similar statute.

While not  requiring the  maintenance  of  Directors'  and  Officers'  liability
insurance, if there is such insurance,  the indemnitee must be provided with the
maximum  coverage  afforded to Directors,  Officers,  key  employees,  agents or
fiduciaries,  if  indemnitee  is a Director,  Officer,  key  employee,  agent or
fiduciary,  respectively.  Any award of  indemnification  to an agent would come
directly from our assets,  thereby affecting a stockholder's  investment.  These
indemnification  provisions may be broad enough to permit indemnification of our
Directors and Officers for  liabilities  (including  reimbursement  of expenses)
arising under the Securities Act.


                             DESCRIPTION OF PROPERTY

The Issuer has office and  equipment  that are  provided at no charge  until the
corporation is able to raise its first round of financing. Karney and Associates
provides  the space at Bel Air,  Maryland,  formally  Visalia,  California.  The
company has located two supply point / distribution  sites,  Houston,  Texas and
Mesa, Arizona that will be secured on a lease basis upon funding. Mr. Karney has
selected  and  made  an  offer  of  $1.7  million  for  a  50,000   square  foot
packaging/cold  storage  facility for sale in Fresno County,  CA. Mr. Karney has
agreed to make an earnest  money  payment of $25,000  personally  should  such a
payment be  required  prior to the time the  company  becomes  operational.  Mr.
Karney has also negotiated a lease for a 31,000 square foot facility in Nogales,
Arizona. As with the Fresno facility,  Nogales is ready in its current condition
to function in accordance with the company's Food Safe Process guidelines, which
includes the availability of gas,  refrigeration,  and processing rooms,  office
space and equipment,  truck bays and open acreage for truck parking.  Along with
the 31,000 sq. ft. Nogales facility,  eFood acquired a 5-year packing line lease
automatically  securing  revenue for the company upon taking over the  facility.
Mr.  Karney has agreed to make  earnest  money  deposits  should any be required
before final agreements of sale can be reached. Failure to reach an agreement of
sale for these  facilities,  or similar  facilities,  could adversely affect the
company's  ability to conduct business.  Furthermore,  if the properties were to
come under Mr. Karney's ownership or control,  no assurances can be given that a
final  sales  contract  with the  company  would be the  result  of arms  length
negotiations with terms favorable to the Company.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

To the best of the company's  knowledge there are no transactions  involving any
Director,  Executive Officer,  any nominee for election as a Director or Officer
or any security holder who is a beneficial  owner or any member of the immediate
family of the same. The Global  Inspection  Service (GIS) concept was created by
Mr. Karney in l997 to provide  time-sensitive  information on the  availability,
grade, and location of fresh fruit and vegetables in the worldwide market place.
This  information  is designed to be provided to  companies,  organizations  and


                                       25
<PAGE>

individuals involved in sales, purchase, transportation or distribution segments
of the industry.  GIS is a sole proprietorship  owned by Mr. Karney,  however no
definitive  agreement has been reached to date regarding the purchase of the GIS
rights by  eFoodSafety.com,  Inc.  The company  plans to  negotiate an agreement
whereby  GIS  can  be  implemented  and  made  a  standard  service  offered  by
eFoodSafety.com,  Inc.  This  concept  would  provide the company the ability to
offer key data to growers, buyers, and sellers in a cost effective manner giving
a uniformity of grading for all markets. Failure to reach a definitive agreement
with Mr. Karney for the right to offer GIS could adversely  affect the company's
ability to continue in business.  Furthermore, no assurances can be given that a
contract  entered  into would be the  product of arms  length  negotiations  and
result in terms favorable to the Company.  International  Fumigators,  Inc. is a
fumigation  company based in Houston,  Texas.  There is no definitive  agreement
between  eFood and  International  Fumigators,  however a letter of intent  does
exist  whereby the  companies  intend to contract  for services  including;  a.)
Fumigation  services at company plant facilities;  b.) Distribution of food safe
produce  processed at company  facilities for distribution to customers in Texas
and  Mexico;  c.) Export and import  fumigation  on all eFood  produce;  and d.)
Purchase of three truck  washers for use in a joint  operation  in the  Houston,
Texas area.


                             EXECUTIVE COMPENSATION

No compensation is currently being paid by the company to any of the executives.
It is  possible  that upon  completion  of an equity  financing  a  compensation
package will be developed,  however  there is no time frame for the  foreseeable
future.  The Board of Directors  will determine  compensation  of executives and
shareholders  of the company will not have the opportunity to vote on or approve
such  compensation.  The Board of Directors  will be  developing a  compensation
package that will be within industry standards for executives similarly situated
with other companies in the same industry.


                  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

To the best of the company's knowledge,  there has been no disagreement with the
independent  auditors  regarding the method(s)  used in the  preparation  of the
financials for this filing.


                             ADDITIONAL INFORMATION

This prospectus is part of a registration statement on Form SB-2 filed under the
Securities  Act  of  1933,  as  amended  (which  is  referred  to  later  as the
"Securities  Act").  This  prospectus does not contain all of the information in
the Registration Statement and its exhibits. Statements in this prospectus about
any contract or other document are just  summaries.  You may be able to read the
complete document as an exhibit to the Registration Statement.

eFoodSafety.com,  Inc., when it becomes a fully reporting company,  will have to
file reports under the  Securities  Exchange Act of 1934,  as amended  (which is
referred to later as the "Exchange Act"). You may read and copy the Registration
Statement and our report at the Securities and Exchange  Commission's  (which is
referred  to later as the  "Commission")  public  reference  rooms at 450  Fifth
Street, N.W.  Washington,  D.C. 20549, Seven World Trade Center, 13th Floor, New


                                       26
<PAGE>

York,  New York 10048.  (You may telephone  the  Commission's  Public  Reference
Branch at  800-SEC-0330.)  Our  Registration  Statement and reports will also be
available on the Commission's Internet site at http://www.sec.gov.  We intend to
furnish our stockholders  with annual reports  containing  financial  statements
audited by an independent  public  accounting  firm after the end of each fiscal
year.



                                       27
<PAGE>








                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
                                                                                                          PAGE

<S>                                                                                                        <C>
Independent Auditor's Report...............................................................................F - 1

Balance Sheets
  October 31, 2002 (Unaudited) and
  April 30, 2002 and 2001,.................................................................................F - 2

Statements of Operations for the
  Six Months Ended October 31, 2002 (Unaudited) and
  Years Ended April 30, 2002 and 2001,.....................................................................F - 3

Statement of Stockholders' Equity
  Six Months Ended October 31, 2002 (Unaudited) and
  Since January 28, 1998 (Inception) to April 30, 2002.....................................................F - 4

Statements of Cash Flows for the
  Six Months Ended October 31, 2002 (Unaudited) and
  Years Ended April 30, 2002 and 2001......................................................................F - 5

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



<PAGE>








                          INDEPENDENT AUDITOR'S REPORT


eFoodSafety.com, Inc.
(A Development Stage Company)


         We have audited the  accompanying  balance  sheets of  eFoodSafety.com,
Inc.  (a  development  stage  company)  as of April 30,  2002 and 2001,  and the
related  statements of  operations  and cash flows for the years ended April 30,
2002 and 2001, and the statement of  stockholders'  equity from January 28, 1998
(inception) to April 30, 2002. These financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these financial statements based on our audits.

         We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards  require that we plan
and perform the 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  eFoodSafety.com,
Inc.  (a  development  stage  company)  as of April 30,  2002 and 2001,  and the
results of its  operations and its cash flows for the years ended April 30, 2002
and 2001 in conformity  with  accounting  principles  generally  accepted in the
United States of America.

                                                    Respectfully submitted



                                                    /S/ ROBISON, HILL & CO.
                                                    Certified Public Accountants

Salt Lake City, Utah
June 10, 2002




                                      F - 1

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                            (Unaudited)
                                                             October 31                     April 30
                                                          -----------------  --------------------------------------
                                                                2002                2002                2001
                                                          -----------------  ------------------  ------------------

<S>                                                       <C>                <C>                 <C>
Assets                                                    $               -  $                -  $                -
                                                          =================  ==================  ==================

Liabilities                                               $          11,153  $            7,855  $                -
                                                          -----------------  ------------------  ------------------

Stockholders' Equity:
  Common Stock, $.0005 Par Value
    Authorized 50,000,000 shares, Issued
    29,335,000 at April 30, 2002 and 2001                            14,667              14,667              14,667
  Paid-In Capital                                                   605,234             590,999             569,007
  Deficit Accumulated During the
    Development Stage                                              (631,054)           (613,521)           (583,674)
                                                          -----------------  ------------------  ------------------

     Total Stockholders' Equity                                     (11,153)             (7,855)                  -
                                                          -----------------  ------------------  ------------------

     Total Liabilities and
       Stockholders' Equity                               $               -  $                - $                 -
                                                          =================  ==================  ==================
</TABLE>













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




                                      F - 2

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>




                                                                                                     Cumulative
                                                                                                       since
                                                                                                    January 28,
                                        (Unaudited)  1998  For  The  Six For the
                                        year inception
                                       Months Ended                      ended                           of
                                        October 31,                    April 30,                    development
                                     -----------------  ---------------------------------------
                                           2002                2002                 2001               stage
                                     -----------------  -------------------  ------------------  ------------------

<S>                                  <C>                <C>                  <C>                 <C>
Revenues:                            $               -  $                 -  $                -  $                -

Expenses:                                       17,533               29,847              23,101             631,054
                                     -----------------  -------------------  ------------------  ------------------

     Net Loss                        $         (17,533) $           (29,847) $          (23,101) $         (631,054)
                                     -----------------  -------------------  ------------------  ------------------

Basic & Diluted loss per share       $               -  $                 -  $                -
                                     =================  ===================  ==================
</TABLE>




















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

                                      F - 3

<PAGE>

                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
              SINCE JANUARY 28, 1998 (INCEPTION) TO APRIL 30, 2002
<TABLE>
<CAPTION>

                                                                                                                       Deficit
                                                                                                                     Accumulated
                                                                                                                        Since
                                                                                                                     January 28,
                                                                                                                        1998
                                                                                                                    Inception of
                                                                   Common Stock                    Paid-In           Development
                                                            Shares            Par Value            Capital              Stage
                                                      ------------------  ------------------  -----------------   -----------------
<S>                                                   <C>                 <C>                 <C>                 <C>
Balance at January 28, 1998 (inception)                                -  $                -  $               -   $               -
February 9, 1998 Issuance of
  Stock for cash                                              16,795,000               8,397             (4,487)                  -
Capital contributed by shareholder                                     -                   -             44,154                   -
Net Loss                                                               -                   -                  -             (48,064)
                                                      ------------------  ------------------  -----------------   -----------------
Balance at April 30, 1998                                     16,795,000               8,397             39,667             (48,064)

Capital contributed by shareholder                                     -                   -            265,612                   -
Net Loss                                                               -                   -                  -            (265,612)
                                                      ------------------  ------------------  -----------------   -----------------
Balance at April 30, 1999                                     16,795,000                   -            305,279            (313,676)

Capital contributed by shareholder                                     -                   -            246,897                   -
Net Loss                                                               -                   -                  -            (246,897)
                                                      ------------------  ------------------  -----------------   -----------------
Balance at April 30, 2000                                     16,795,000                   -            552,176            (560,573)

October 16, 2000 Shares issued for
    Acquisition of GPS                                        12,540,000               6,270             (6,270)                  -
Capital contributed by shareholder                                     -                   -             23,101                   -
Net Loss                                                               -                   -                  -             (23,101)
                                                      ------------------  ------------------  -----------------   -----------------
Balance at April 30, 2001                                     29,335,000               6,270            569,007            (583,674)

Capital contributed by shareholder                                     -                   -             21,992                   -
Net Loss                                                               -                   -                  -             (29,847)
                                                      ------------------  ------------------  -----------------   -----------------
Balance at April 30, 2002                                     29,335,000               6,270            590,999            (613,521)

Capital contributed by shareholder                                     -                   -             14,235                   -
Net Loss                                                               -                   -                  -             (17,533)
                                                      ------------------  ------------------  -----------------   -----------------
Balance October 31, 2002 (Unaudited)                          29,335,000  $            6,270  $         605,234   $        (631,054)
                                                      ==================  ==================  =================   =================
</TABLE>



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

                                      F - 4

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                                            Cumulative
                                                                                                               Since
                                                 (Unaudited)                                                January 28,
                                                For The Six                   For the year                     1998
                                                Months Ended                     ended                     Inception of
                                                 October 31,                   April 30,                    Development
                                             -------------------  --------------------------------------
                                                    2002                 2002                2001               Stage
                                             -------------------  ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                          <C>                  <C>                 <C>                 <C>
Net Loss                                     $           (17,533) $          (29,847) $          (23,101) $        (631,054)
Increase in Accounts Payable                               3,298              7,855                   -             11,153
                                             -------------------  ------------------  ------------------  -----------------
 Net Cash Used in operating activities                   (14,235)            (21,992)            (23,101)          (619,901)
                                             -------------------  ------------------  ------------------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
 investing activities                                          -                   -                   -                  -
                                             -------------------  ------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of stock                                    -                   -                   -              3,910
Capital contributed by shareholder                        14,235              21,992              23,101            615,991
                                             -------------------  ------------------  ------------------  -----------------
Net Cash Provided by
 Financing Activities                                     14,235              21,992              23,101            619,901
                                             -------------------  ------------------  ------------------  -----------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                    -                   -                   -                  -
Cash and Cash Equivalents
  at Beginning of Period                                       -                   -                   -                  -
                                             -------------------  ------------------  ------------------  -----------------
Cash and Cash Equivalents
  at End of Period                                             -  $                -  $                -  $               -
                                             ===================  ==================  ==================  =================
</TABLE>









                                      F - 5

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                           Cumulative
                                                                                                              Since
                                                (Unaudited)                                                January 28,
                                                For The Six                 For  the  year                    1998
                                               Months Ended                     ended                      Inception of
                                                October 31,                    April 30,                    Development
                                             ------------------ -------------------------------------
                                                    2002               2002               2001                Stage
                                             ------------------ ------------------  -----------------   -----------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
<S>                                          <C>                <C>                 <C>                 <C>
  Interest                                   $                - $                -  $               -   $                -
  Franchise and income taxes                 $                - $                -  $               -   $                -
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

         On October 16, 2000, the Company issued approximately 29,334,640 shares
of common stock, par value $.0005, to acquire Global Procurement Systems.


















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


                                      F - 6

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED APRIL 30, 2002 AND 2001
              AND THE SIX MONTHS ENDED OCTOBER 31, 2002 (UNAUDITED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         This  summary of  accounting  policies  for  eFoodSafety.com,  Inc.  (a
development stage company) is presented to assist in understanding the Company's
financial  statements.  The accounting  policies  conform to generally  accepted
accounting  principles and have been consistently  applied in the preparation of
the financial statements.

INTERIM FINANCIAL STATEMENTS

         The unaudited  financial  statements as of October 31, 2002 and for the
six months then ended  reflect,  in the opinion of management,  all  adjustments
(which include only normal recurring  adjustments) necessary to fairly state the
financial  position  and results of  operations  for the six  months.  Operating
results for interim periods are not necessarily  indicative of the results which
can be expected for full years.

ORGANIZATION AND BASIS OF PRESENTATION

         The Company was  incorporated  under the laws of the State of Nevada on
January 28,  1998.  Since  January  28,  1998 the Company is in the  development
stage, and has not commenced planned principal operations.

NATURE OF BUSINESS

         The company has no  products  or  services  as of April 30,  2002.  The
Company was organized as a vehicle to provide methods and products to ensure the
safety of fruits and vegetables being marketed worldwide.

CASH AND CASH EQUIVALENTS

         For purposes of the statement of cash flows, the Company  considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.








                                      F - 7

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED APRIL 30, 2002 AND 2001
              AND THE SIX MONTHS ENDED OCTOBER 31, 2002 (UNAUDITED)
                                   (CONTINUED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONTINUED)

PERVASIVENESS OF ESTIMATES

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  required  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from those estimates.

LOSS PER SHARE

         The  reconciliations  of the numerators and  denominators  of the basic
loss per share computations are as follows:
<TABLE>
<CAPTION>
                                                                                                     Per-Share
                                                        INCOME                   SHARES                AMOUNT
                                                     (Numerator)              (Denominator)

                                                      FOR THE SIX MONTHS ENDED OCTOBER 31, 2002 (UNAUDITED)
BASIC LOSS PER SHARE
<S>                                            <C>                                   <C>         <C>
Loss to common shareholders                    $                (17,533)             29,335,000  $                -
                                               ========================   =====================  ==================

                                                                FOR THE YEAR ENDED APRIL 30, 2002
BASIC LOSS PER SHARE
Loss to common shareholders                    $                (29,847)             29,335,000  $                -
                                               ========================   =====================  ==================

                                                                FOR THE YEAR ENDED APRIL 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders                    $                (23,101)             15,833,029  $                -
                                               ========================   =====================  ==================
</TABLE>

         The  effect  of   outstanding   common  stock   equivalents   would  be
anti-dilutive for all periods presented and are thus not considered.







                                      F - 8

<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED APRIL 30, 2002 AND 2001
              AND THE SIX MONTHS ENDED OCTOBER 31, 2002 (UNAUDITED)
                                   (CONTINUED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

CONCENTRATION OF CREDIT RISK

         The  Company has no  significant  off-balance-sheet  concentrations  of
credit  risk such as foreign  exchange  contracts,  options  contracts  or other
foreign  hedging  arrangements.  The Company  maintains the majority of its cash
balances with one financial institution, in the form of demand deposits.

NOTE 2 - INCOME TAXES

         As of April 30, 2002, the Company had a net operating loss carryforward
for income tax reporting  purposes of approximately  $614,000 that may be offset
against future taxable income through 2022. Current tax laws limit the amount of
loss  available to be offset  against  future  taxable income when a substantial
change in ownership  occurs.  Therefore,  the amount  available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements,  because the Company  believes  there is a 50% or greater chance the
carryforwards will expire unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of the same amount.

NOTE 3 - DEVELOPMENT STAGE COMPANY

         The Company has not begun principal  operations and as is common with a
development  stage  company,  the Company has had  recurring  losses  during its
development  stage.  The  Company's  financial  statements  are  prepared  using
generally  accepted  accounting  principles  applicable to a going concern which
contemplates  the  realization  of assets and  liquidation of liabilities in the
normal course of business.  However,  the Company does not have significant cash
or other material  assets,  nor does it have an  established  source of revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  In the interim,  shareholders of the Company have committed to meeting
its minimal operating expenses.

NOTE 4 - COMMITMENTS

         As of April 30, 2002 all  activities of the Company have been conducted
by corporate  officers from either their homes or business  offices.  Currently,
there  are no  outstanding  debts  owed by the  company  for  the  use of  these
facilities and there are no commitments for future use of the facilities.


                                      F - 9

<PAGE>


                              EFOODSAFETY.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                   FOR THE YEARS ENDED APRIL 30, 2002 AND 2001
              AND THE SIX MONTHS ENDED OCTOBER 31, 2002 (UNAUDITED)
                                   (CONTINUED)

NOTE 5 - COMMON STOCK TRANSACTIONS

         On February 9, 1998,  the Company  issued  approximately  360 shares of
common stock to its officers and  directors  for payments  made on the Company's
behalf during its formation in the amount of approximately $3,910.

         On October 16, 2000, the Company issued approximately 29,334,640 shares
of common stock, par value $.0005, to acquire Global Procurement Systems.

NOTE 6 - RELATED PARTY TRANSACTIONS

         During the six months ended  October 31, 2002 and the years ended April
30, 2002 and 2001, shareholders have paid general and administrative expenses on
behalf of the  Company.  These  payments  have been  recorded as expenses and as
paid-in  capital to the Company.  The amount of paid-in  capital  contributed by
shareholders  totaled  $14,235  for the six months  ended  October  31, 2002 and
$21,992 and $23,101 for the years ended April 30, 2002 and 2001 respectively.

NOTE 7 - ACQUISITION

         On October 16, 2000, the Company  entered into an agreement and plan of
reorganization with Global Procurement Systems, Inc. ("GPS") whereby the Company
acquired GPS. This business  combination  was accounted for as a reverse  merger
with GPS being the  surviving  entity for  financial  reporting  purposes.  As a
result of the acquisition, the Company changed its name to eFoodSafety.com, Inc.

         The merger was recorded as a recapitalization.  In connection with this
recapitalization, the number of shares outstanding prior to the merger have been
restated  to  their  post  merger  equivalents  (increased  from 360  shares  to
16,795,000)  and the par value of the Common Stock  changed from no par value to
$.0005. All references in the accompanying financial statements to the number of
Common  shares and  per-share  amounts  since  inception  have been  restated to
reflect the equivalent number of post merger shares.



                                     F - 10

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section  78(1)(2)(3) & (4) of the Nevada  Revised  Statutes (the "NRS")  permits
corporations  to  indemnify  a  Director,  Officer  or  control  person  of  the
corporation  or its  stockholders  for any  liability  asserted  against him and
liability and expenses  incurred by him in his capacity as a Director,  Officer,
employee  or agent,  or arising  out of his  status as such,  whether or not the
corporation  has the  authority to  indemnify  him against  such  liability  and
expense.  Our  Articles  of  Incorporation  and  By-laws do not  include  such a
provision  automatically  indemnifying a Director,  Officer or control person of
the corporation or its stockholders  for any liability  asserted against him and
liability and expenses  incurred by him in his capacity as a Director,  Officer,
employee or agent, or arising out of his status as such.

Our By-laws,  Article X Section 3, do permit us to secure insurance on behalf of
any Officer, Director,  employee or other agent for any liability arising out of
his or her  actions in such  capacity,  regardless  of whether or not Nevada law
would permit indemnification.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The  estimated  expenses  of the  offering,  all of which are to be borne by the
Registrant, are as follows:

               SEC Filing Fee                                     $          13*
               Printing Expenses                                  $       2,000*
               Accounting Fees and Expenses                       $      11,000*
               Legal Fees and Expenses                            $      15,000*
               Blue Sky Fees and Expenses                         $       5,000*
               Registrar and Transfer Agent Fees                  $         500
               Miscellaneous                                      $       1,000*
               Total                                              $      34,513

                               *Estimated Amounts
All expenses of the  registration  will be borne by eFood.  Mr. Bill Karney will
personally pay any cash  requirements  that are to be incurred by the company as
required during these developmental  stages,  including the estimated $34,513.00
expense of this offering.  These payments will not be considered as debt, but as
equity contributions made to the company.






                                       28
<PAGE>

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

The  securities of  eFoodSafety.com,  Inc. were issued by the company within the
past  two  (2)  years  upon  incorporation  and a  Board  of  Directors-approved
retroactive  forward  stock  split of 6 to 1.  There were  12,540,000  shares of
common stock  existing,  all of which were issued pursuant to the exemption from
registration  contained  within  Section 4(2) of the  Securities  Act of 1933 to
former officers and directors of DJH  International,  Inc.  (120,000 shares) and
equity contributors  (12,420,000).  A Reorganization and Assignment of Assets of
Global  Procurement  Systems to  eFoodSafety.com,  Inc.,  formerly  known as DJH
International,  Inc.,  occurred on October 16, 2000.  An  additional  16,795,000
shares  were  issued  from  treasury  for due  consideration  from  the  merging
corporation.
In reference to Item 701(b) of Regulation  S-B,  eFood has not publicly  offered
any securities to date. Upon the effectiveness of this  registration  statement,
12,540,000  shares of common stock will be outstanding and registered for resale
by the Selling  Shareholders  as listed herein in accordance with the Securities
Act of 1933.

All of the shares listed in the Selling  Shareholders  table were purchased from
and issued by DJH  International,  Inc.  on October 29, 1996 for cash at $0.0005
(par value) per share.


ITEM 27. EXHIBITS

The following Exhibits are filed as part of this Registration Statement pursuant
to Item 601 of Regulation S-B:

EXHIBIT NUMBER               DESCRIPTION

3.1                          Articles of Incorporation
3.2                          Corporate By-Laws
4.1                          Form of Common Stock Certificate
5.1                          Opinion of Counsel
23.1                         Consent of Robison, Hill & Co.
23.2                         Consent of Richard E. Daniels, Esq. (See 5.1)

ITEM 28. UNDERTAKINGS.

(a) The undersigned Company hereby undertakes to:
         (1) File, during any period in which it offers or sells  securities,  a
         post effective amendment to this Registration Statement to:

                           i.       Include any prospectus required by Section I
                                    (a)(3)  of the  Securities  Act of 1933 (the
                                    "Securities Act");



                                       29
<PAGE>

                           ii.      Reflect  in  the  prospectus  any  facts  or
                                    events  which,   individually  or  together,
                                    represent  a   fundamental   change  in  the
                                    information in the Registration Statement.

                           iii.     Include any  additional or changed  material
                                    information on the plan of distribution.


(2)           For   determining   liability   under  the  Securities  Act,  each
              post-effective  amendment  shall be treated as a new  registration
              statement  of the  securities  offered,  and the  offering  of the
              securities  at that time  shall be deemed to be the  initial  bona
              fide offering.

         (3) File a post-effective  amendment to remove from registration any of
         the securities that remain unsold at the end of the offering.

b)       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to Directors,  Officers and controlling persons of
         eFood  pursuant to the foregoing  provisions,  or otherwise,  eFood has
         been  advised  that  in the  opinion  of the  Securities  and  Exchange
         Commission such  indemnification  is against public policy as expressed
         in the Securities Act and is, therefore, unenforceable.


In the event that a claim for  indemnification  against such liabilities  (other
than the payment by eFood of expenses incurred or paid by a Director, Officer or
a controlling person of eFood in the successful  defense of any action,  suit or
proceeding)  is  asserted by such  Director,  Officer or  controlling  person in
connection  with the  securities  being  registered,  eFood will,  unless in the
opinion of its counsel  the matter has been  settled by  controlling  precedent,
submit  to  a  court  of  competent   jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act and will be governed by the final adjudication of such issue.



















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<PAGE>

                                   SIGNATURES



In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
the  requirements  for  filing on Form  SB-2 and  authorized  this  registration
statement to be signed on its behalf by the undersigned, in the city of Bel Air,
Maryland on February 3, 2003.


EFOODSAFETY.COM, INC.



BY:      /s/ Patricia Ross
         President/Treasurer/Director


In accordance  with the  requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates stated.


SIGNATURE                    TITLE                             DATE



/s/ Patricia Ross            President, Treasurer, Director    February 3, 2003



/s/ Clarence W. Karney       CEO, Secretary, Director          February 3, 2003



/s/  Lindsey Lee             Chief Financial Officer           February 3, 2003










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</DOCUMENT>
