<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>form10qsb073104.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
              [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended JULY 31, 2004
                                                 -------------

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                               OF THE EXCHANGE ACT

        For the transition period from                to                 .
                                       --------------    -----------------

                        Commission file number 333-68008
                                              ---------

                              EFOODSAFETY.COM, INC.
        (Exact name of small business issuer as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)

                                   62-1772151
                                   ----------
                      (I.R.S. Employer Identification No.)

                   1370 ST. GEORGE CIRCLE, PRESCOTT, AZ 86301
                   ------------------------------------------
                    (Address of principal executive offices)

                                 (928) 717-1088
                          (Issuer's telephone number)

                      1361 KWANA COURT, PRESCOTT, AZ 86301
                (Former name or former address, if changed since
                                  last report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes [X]     No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest  practicable date:  93,045,816 common shares issued and
outstanding as of September 15, 2004

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


<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.           FINANCIAL STATEMENTS.

Our financial  statements are prepared in accordance with accounting  principles
generally accepted in the United States of America.

It is the opinion of management  that the interim  financial  statements for the
quarter ended July 31, 2004 include all adjustments necessary in order to ensure
that the consolidated financial statements are not misleading.


<PAGE>




                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                             (Unaudited)
                                                                              July 31,           April 30,
                                                                                 2004               2004
                                                                          ------------------  -----------------
Assets:
Current Assets
<S>                                                                       <C>                 <C>
   Cash                                                                   $        1,626,368  $          83,600
   Marketable Securities                                                             491,697                  -
   Inventory                                                                         295,272             47,107
                                                                          ------------------  -----------------
     Total Current Assets                                                          2,413,337            130,707
                                                                          ------------------  -----------------

Fixed Assets
   Equipment                                                                          56,119             45,000
   Furniture and fixtures                                                              1,391                  -
   Building improvements                                                              10,380                  -
   Accumulated depreciation                                                           (1,636)                 -
                                                                          ------------------  -----------------
     Total Fixed Assets                                                               66,254             45,000
                                                                          ------------------  -----------------

     Total Assets                                                         $        2,479,591            175,707
                                                                          ==================  =================

Liabilities:
Current Liabilities
   Accounts Payable                                                       $            5,101  $             260

Long-Term Liabilities
   Notes Payable                                                                   1,000,000            325,000
   Accrued Interest                                                                   18,070              3,873
   Convertible debentures                                                          1,969,550                  -
                                                                          ------------------  -----------------

     Total Liabilities                                                             2,992,721            329,133
                                                                          ------------------  -----------------

Stockholders' Equity:
  Common Stock, $.0001 Par Value, Authorized
    500,000,000 shares, Issued 93,045,816 at
    July 31, 2004 and April 30, 2004                                                   9,305              9,305
  Paid-In Capital                                                                  2,207,634          2,207,634
  Cumulative Unrealized Gains & Losses                                                (8,303)                 -
  Deficit Accumulated During the
    Development Stage                                                             (2,721,766)        (2,370,365)
                                                                          ------------------  -----------------

     Total Stockholders' Equity                                                     (513,130)          (153,426)
                                                                          ------------------  -----------------

     Total Liabilities and
       Stockholders' Equity                                               $        2,479,591  $         175,707
                                                                          ==================  =================
</TABLE>


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


<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                                                      Cumulative
                                                                                                                         since
                                                                                                                      January 28,
                                                                                                                         1998
                                                                                                                       inception
                                                                                For the three months ended                of
                                                                           -------------------------------------
                                                                                         July 31,                     development
                                                                           -------------------------------------
                                                                                  2004               2003                stage
                                                                           ------------------  -----------------   -----------------

<S>                                                                        <C>                 <C>                 <C>
Revenues                                                                   $           17,634  $               -   $          20,017
Cost of sales                                                                           5,835                  -               6,615
                                                                           ------------------  -----------------   -----------------

     Gross Profit                                                                      11,799                  -              13,402
                                                                           ------------------  -----------------   -----------------

Expenses:
   Research and development                                                            43,712                  -           1,452,212
   General and administrative                                                         305,306             12,861           1,264,901
                                                                           ------------------  -----------------   -----------------

     Total Expenses                                                                   349,018                  -           2,717,113
                                                                           ------------------  -----------------   -----------------

     Net Loss from Operations                                                        (337,219)           (12,861)        (2,703,711)

Other Income (Expense)
Interest income                                                                            15                  -                  15
Interest expense                                                                      (14,197)                 -            (18,070)
                                                                           ------------------  -----------------   -----------------

     Net Loss                                                              $         (351,401) $         (12,861)  $     (2,721,766)
                                                                           ==================  =================   =================

Basic loss per share                                                       $                -  $               -
                                                                           ==================  =================

Weighted Average Shares                                                            93,045,816         88,005,000
                                                                           ==================  =================
</TABLE>






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


<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                                             Cumulative
                                                                                                                Since
                                                                                                             January 28,
                                                                                                                1998
                                                                        For the three months ended          Inception of
                                                                  --------------------------------------
                                                                                 July 31,                    Development
                                                                  --------------------------------------
                                                                         2004                2003               Stage
                                                                  ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                               <C>                 <C>                 <C>
Net Loss                                                          $         (351,401) $          (12,861) $      (2,721,766)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities:
Depreciation                                                                   1,636                   -              1,636
Common stock issued for expenses                                                   -                   -          1,549,184
(Increase) Decrease in Inventory                                            (248,165)                  -           (295,272)
Increase (Decrease) in Accounts Payable                                        4,841               1,728              5,101
Increase (Decrease) in Accrued Interest                                       14,197                   -             18,070
                                                                  ------------------  ------------------  -----------------
 Net Cash Used in operating activities                                      (578,892)            (11,133)        (1,443,047)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets                                                     (22,890)                  -            (67,890)
Purchase of marketable securities                                           (500,000)                  -           (500,000)
                                                                  ------------------  ------------------  -----------------
Net cash provided by investing activities                                   (522,890)                  -           (567,890)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of stock                                                        -                   -              3,910
Capital contributed by shareholder                                                 -              11,133            663,845
Proceeds from loans                                                          675,000                   -          1,000,000
Proceeds from convertible debentures                                       1,969,550                   -          1,969,550
                                                                  ------------------  ------------------  -----------------
Net cash provided by Financing Activities                                  2,644,550              11,133          3,637,305
                                                                  ------------------  ------------------  -----------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                                1,542,768                   -          1,626,368
Cash and Cash Equivalents
  at Beginning of Period                                                      83,600                   -                  -
                                                                  ------------------  ------------------  -----------------
Cash and Cash Equivalents
  at End of Period                                                $        1,626,368  $                -  $       1,626,368
                                                                  ==================  ==================  =================
</TABLE>





<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>

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


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock, par value $.0001, to acquire Food Safe, Inc.






























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


<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Interim Financial Statements

         The unaudited  consolidated  financial  statements for the three months
ended July 31, 2004  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 three months ended July 31,
2004 and  2003.  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  in Nevada on October  28,  1996 as DJH
International,  Inc. to market  products  through the  Internet.  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 issued  37,620,000  shares of common stock in exchange
for the outstanding shares of GPS and changed its name to eFoodSafety.com, Inc.

         GPS 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.

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock to acquire Food Safe,  Inc. As of October 29, 2003, Food Safe, Inc.
is a wholly owned subsidiary of the Company.

         In May 2004,  the Company  incorporated  Knock-Out  Technologies,  Ltd.
("Knock-Out") as a wholly- owned subsidiary of the Company. Knock-Out is to be a
manufacturer of all-natural, non-toxic, food-grade products.

Nature of Business

         The Company was organized as a vehicle to provide  methods and products
to ensure the safety of fruits and vegetables being marketed worldwide.





<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

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

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.

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.

Business Condition

         These accompanying consolidated financial statements have been prepared
on a going concern basis,  which  contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course of business. As
of July 31, 2004,  the Company has  accumulated  operating  losses of $2,721,766
since its  inception.  The  continuation  of the Company is  dependent  upon the
continuing financial support of directors and stockholders.  It is the intention
of the Company to raise new equity financing of approximately  $2,500,000 within
the upcoming  year.  Amounts raised will be used to implement the company's plan
of  operations.  While the Company is expending  its best efforts to achieve the
above plans,  there is no assurance  that any such activity will generate  funds
that will be available for operations.

         These conditions raise substantial doubt about the Company's ability to
continue  as a going  concern.  These  financial  statements  do not include any
adjustments that might arise from this uncertainty.

Principles of Consolidation

         The consolidated  financial  statements for the three months ended July
31, 2004 include the accounts of eFoodSafety.com, Inc. and its subsidiaries Food
Safe, Inc. and Knock-Out Technologies,  Ltd. Food Safe, Inc. was acquired by the
Company on October 29, 2003.  Knock-Out  Technologies,  Ltd. was incorporated by
the Company in May 2004 as a wholly-owned subsidiary.

         The  results  of  subsidiaries  acquired  or sold  during  the year are
consolidated  from their effective dates of acquisition  through their effective
dates of disposition.

         All  significant  intercompany  balances  and  transactions  have  been
eliminated.


<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

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

Depreciation

         Office furniture,  equipment and leasehold improvements,  are stated at
cost.  Depreciation and amortization are computed using the straight-line method
over the estimated economic useful lives of the related assets as follows:

                  Furniture & Fixtures                        5-10 years
                  Equipment                                   5-  7 years
                  Leasehold improvements                      2-10 years

         Maintenance  and  repairs are charged to  operations;  betterments  are
capitalized.  The  cost  of  property  sold  or  otherwise  disposed  of and the
accumulated  depreciation  thereon are eliminated  from the property and related
accumulated depreciation accounts, and any resulting gain or loss is credited or
charged to income.

Earnings (Loss) per Share

         Basic loss per share has been  computed  by  dividing  the loss for the
year  applicable to the common  stockholders  by the weighted  average number of
common  shares  outstanding  during the years.  There were no common  equivalent
shares outstanding at July 31, 2004 and 2003.

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.

Revenue recognition

         Revenue is recognized  from sales of product at the time of shipment to
customers.  Title passes to the customer at the time the items are shipped,  and
are no longer owned by the Company.

Reclassifications

         Certain   reclassifications  have  been  made  in  the  2003  financial
statements to conform with the 2004 presentation.




<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

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

Investment in Marketable Securities

         The Company's  securities  investments  that are bought and held for an
indefinite  period  of time are  classified  as  available-for-sale  securities.
Available-for-sale securities are recorded at fair value on the balance sheet in
current  assets,  with the change in fair value during the period  excluded from
earnings and recorded net of tax as a component of other comprehensive income.

         Investments in securities are summarized as follows:
<TABLE>
<CAPTION>
                                                                                July 31, 2004
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                             <C>    <C>
Available-for-sale securities                             $               -  $            8,303  $          491,697
                                                          =================  ==================  ==================


                                                                               April 30, 2004
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
Available-for-sale securities                             $               -  $                -  $ -              -
                                                          =================  ==================  ==================
</TABLE>

         Realized  gains and  losses  are  determined  on the basis of  specific
identification.  During the three  months  ended July 31,  2004 and 2003,  sales
proceeds  and gross  realized  gains  and  losses on  securities  classified  as
available-for-sale securities were:


                                             For the Three Months Ended
                                                      July 31,
                                              2004                2003
                                       ------------------  ------------------

Sale Proceeds                          $                -  $                -
                                       ==================  ==================

Gross Realized Losses                  $                -  $                -
                                       ==================  ==================

Gross Realized Gains                   $                -  $                -
                                       ==================  ==================




<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2 - INCOME TAXES

         As of April 30, 2004, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $1,800,000 that may be offset
against future taxable income through 2024. 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 recently  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.  Revenues as of July 31, 2004 are not considered
significant enough for the Company to come out of the development stage.

NOTE 4 - COMMITMENTS

         As of April 30, 2004 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.

NOTE 5 - COMMON STOCK TRANSACTIONS

         On February 9, 1998, the Company issued approximately 50,385,000 shares
(post split) 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  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 issued 37,620,000 shares of common stock
in  exchange  for  the  outstanding  shares  of GPS  and  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
50,385,000)  and the par value of the Common Stock  changed from no par value to
$.0001. 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.


<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 5 - COMMON STOCK TRANSACTIONS (continued)

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock to acquire Food Safe,  Inc. As of October 29, 2003, Food Safe, Inc.
is a wholly owned subsidiary of the Company.

         On November 10, 2003,  the Company  issued  1,800,000  shares of common
stock for general and administrative expenses valued at $30,000.

         On April 19, 2004,  the Company  issued  200,000 shares of common stock
for general and administrative expenses valued at $100,000.

         On April 21, 2004, the Company issued  1,500,000 shares of common stock
for research and development expenses valued at $750,000.

         During March and April of 2004,  the Company  issued  40,816  shares of
common stock for general and administrative expenses valued at $19,184.

         On November  14,  2003,  the Company  changed the number of  authorized
Common shares from 50,000,000 to 500,000,000.  Par value of the Company's Common
shares was changed from $.0005 to $.0001. On December 5, 2003, the Company did a
3 for 1 forward  stock  split.  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 stock split shares.

NOTE 6 - RENT AND LEASE EXPENSE

         The Company has  finalized a lease for 10,000 square feet of industrial
warehouse space to be used as a manufacturing  and  distribution  facility.  The
warehouse  space is located  at 19125 N.  Indian  Avenue  North,  Palm  Springs,
California.  This is a two year lease  beginning  June 1, 2004. The Company will
pay $4,500 per month for the lease.

         The minimum  future lease payments under these leases for the next five
years are:


           Year Ended April 30,                               Real Property
------------------------------------------                  -----------------
      2005                                                  $          49,500
      2006                                                             54,000
      2007                                                              4,500
      2008                                                                  -
      2009                                                                  -
                                                            -----------------

      Total five year minimum lease payments                $         108,000
                                                            =================

         The  lease  generally  provides  that  insurance,  maintenance  and tax
expenses  are  obligations  of the  Company.  It is expected  that in the normal
course of business,  leases that expire will be renewed or replaced by leases on
other properties.



<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Continued)

NOTE 7 - RELATED PARTY TRANSACTIONS

         During 2004 and 2003, 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 $24,630 and $37,459 for the years ended April 30, 2004
and 2003 respectively.

         During the year ended April 30, 2004,  shareholders  loaned the Company
$325,000.  During the three months ended July 31, 2004,  shareholders loaned the
Company an additional  $675,000.  The notes are payable in a lump-sum  including
interest at 5% on June 3, 2009.  The total amount of principal  and interest due
on these  notes is  $1,014,832  and  $328,873  as of July 31, 2004 and April 30,
2004, respectively.

NOTE 8 - ACQUISITION

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common  stock to  acquire  Food Safe,  Inc.  Food  Safe,  Inc.  had no assets or
liabilities,  except for a patent  pending  that has been valued at $650,000 and
expensed  as  part  of  research  and  development   expense  in  the  financial
statements. As of October 29, 2003, Food Safe, Inc. is a wholly owned subsidiary
of the Company.

         In May 2004,  the Company  incorporated  Knock-Out  Technologies,  Ltd.
("Knock-Out") as a wholly- owned subsidiary of the Company. Knock-Out is to be a
manufacturer of all-natural, non-toxic, food-grade products.

NOTE 9 - INVENTORY

         During the year ended April 30, 2004, the Company  purchased  inventory
of $47,887.  During the three months ended July 31, 2004, the Company  purchased
inventory of $254,000.  The inventory consists of ozonation  equipment that will
be resold to clients.  The  inventory  has been recorded at cost. In April 2004,
$780 of inventory was sold to a third-party.  In June 2004,  $5,835 of inventory
was sold to a third- party.

NOTE 10 - CONVERTIBLE DEBENTURES

         On July  21,  2004,  the  Company  sold  $2.0  million  in  convertible
debentures.  The convertible  debentures carry an interest rate of 6% per annum,
payable  quarterly.  The Company is seeking an additional  $500,000 on or before
August 9, 2004. The debentures carry a conversion price of $.40 per share of the
Company's common stock.

         The purchasers of the debentures  will receive an A Warrant to purchase
an amount of common  stock equal to 50% of the number of shares of common  stock
purchased via this  investment.  The A Warrants  shall expire two years from the
date of  issuance  and the  exercise  price of the A Warrants  shall be $.80 per
share.

         The  purchasers  of the  debentures  will also  receive a B Warrant  to
purchase  an  amount  of common  stock  equal to 50% of the  number of shares of
common stock  purchased  via this  investment.  The B Warrants  shall expire two
years from the date of issuance and the exercise  price of the B Warrants  shall
be $1.00 per share.


<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

FORWARD LOOKING STATEMENTS

         This registration statement contains forward-looking statements as that
term is defined in the Private  Securities  Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance.  In some
cases, you can identify forward-looking statements by terminology such as "may",
"will", "should", "expects", "plans",  "anticipates",  "believes",  "estimates",
"predicts",  "potential"  or  "continue" or the negative of these terms or other
comparable terminology.  These statements are only predictions and involve known
and unknown risks,  uncertainties and other factors,  including the risks in the
section  entitled "Risk  Factors",  that may cause our or our industry's  actual
results,  levels of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements expressed or implied by these forward-looking  statements.  Certain
important risks could cause results to differ  materially from those anticipated
by some of the forward-looking statements.  Some, but not all, of the risks that
could cause actual results to differ from those suggested by the forward-looking
statements include, among other things:

o        our ability to successfully implement our business plan;

o        our ability to develop commercially viable products;

o        the efficiency and reliability of our products;

o        the loss of the services of any member of our management team;

o        whether  or not our  products  are able to  compete  successfully  with
         products  of  other  suppliers  and  whether  or not some or all of our
         products are rendered obsolete by newer products or technologies;

o        the  implementation  of any  government  regulation  that could make it
         impossible,  more  difficult  or more  costly to bring our  products to
         market;

o        our ability to obtain financing as and when we need it; and

o        other factors,  all of which are difficult to predict and many of which
         are beyond our control.

         You are cautioned not to place undue reliance on these  forward-looking
statements,  which relate only to events as of the date on which the  statements
are  made.   Although  we  believe  that  the  expectations   reflected  in  the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels  of  activity,  performance  or  achievements.   Except  as  required  by
applicable law,  including the securities  laws of the United States,  we do not
intend  to  update  any of  the  forward-looking  statements  to  conform  these
statements to actual results.

         As used in this  registration  statement,  the terms "we", "us", "our",
"eFood",  "eFoodSafety"  and the "Company" mean  eFoodSafety.com,  Inc.,  unless
otherwise indicated.

DESCRIPTION OF BUSINESS

         eFoodSafety.com,  Inc., a Nevada corporation,  originally  incorporated
under the name DJH


<PAGE>



International,  Inc., was formed on October 28, 1996. We are engaged in the food
safety business which involves  sanitizing and disinfecting food product storage
areas and transportation containers,  such as produce distribution centers, meat
processing facilities,  and produce trucks. Through our acquisition of Knock-Out
Technologies  in May 2004,  we are also involved in the  development  of herbal,
non-toxic food grade products, including an anthrax sporocidal.

         Our initial  products  are designed to  eradicate  harmful  agents from
fruits and vegetables.  We have identified various new product  applications and
product  line  extensions  and are  involved  in ongoing  product  research  and
development efforts in that regard.  Through April 30, 2004, we have had nominal
revenue and our efforts have primarily been concentrated on product  development
and testing and assembling our sales and support organization.

         Our  corporate  headquarters  is  located  at 1370 St.  George  Circle,
Prescott, Arizona, 86301.

HISTORY AND COMPANY DEVELOPMENT

         eFoodSafety.com, Inc. was incorporated in Nevada on October 28, 1996 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  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  37,620,000 common shares 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.

         On October 29, 2003, the Company issued 1,500,000  restricted shares of
common stock to acquire Food Safe,  Inc. As of October 29, 2003, Food Safe, Inc.
is a wholly owned subsidiary of the Company.

         In May 2004,  the Company  incorporated  Knock-Out  Technologies,  Ltd.
("Knock-Out") as a wholly- owned subsidiary of the Company. Knock-Out is to be a
manufacturer of all-natural, non-toxic, food-grade products.

         We have undergone no bankruptcy, receivership or similar proceedings.

         We are still  considered to be a  development  stage  company.  We have
little revenue and are 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 debt or equity  securites,  and
that would be able execute our business  plan even if we obtained  such capital.
Success of the plan of operation  is  contingent  on the prudent  usage of funds
raised,  through  equity  and/or  debt  financing,  to finance  our food  safety
products and services business.

PRODUCTS

         We  intend  to offer a suite of  products  and  processes  designed  to
eliminate  pathogens and pesticides from phases of food distribution,  primarily
produce. The U.S. Department of Agriculture (USDA) has estimated that the annual
value of all food  consumption in the U.S.  totals $760 billion.  Of this amount
18%


<PAGE>



or $137 billion, is fruits and vegetables.  The USDA further estimates 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.

         We have developed  products and equipment  based on treatment of fruits
and vegetables  with ozone.  We believe ozone to be effective in keeping produce
free from pathogens and  pesticides.  The ozone  material,  along with water and
citric acid (to maintain desired water ph balance) would be sprayed on produce.

         Our research, covering the past four years and, our process development
has demonstrated  that our chemical-free  Food Safe Program,  utilizing 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  disease-causing  bacteria,  such as Salmonella,
Listeria,  and E.Coli. The Food Safe Process effectively removes both pesticides
and pathogens. The Food Safety Program is intended to be a complete process that
would  incorporate an application  and monitoring  system  utilizing an ozonated
wash to fresh  fruit and  vegetables.  A  monitoring  device  will  continuously
monitor water quality,  Oxidation  Reduction  Potential  (ORP), ph balance,  and
maintains continuous records that satisfy Hazard Analysis Critical Control Point
(HACCP)  requirements.  The data supplied by the monitoring device would be sent
to the USDA to ensure compliance with HACCP standards.

         The  ozone-based  products and  services  provided by  eFoodSafety  are
available in an array of formats.

PRODUCE DISTRIBUTION  FACILITY.  To establish the Food Safe Program, the Company
intends to acquire a produce  distribution  facility.  A  "run-through"  will be
completed  after the Company has acquired such a distribution  facility,  set up
production lines, tested equipment, and ensured that all FDA standards have been
met or exceeded.  From the time the Company takes  possession of a  distribution
facility,  the first test run will be in 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, if any, currently awaiting commencement
would then be serviced.

         For the entire sanitization program to be deemed efficient, the process
must be completed at the company's  distribution facility upon it being acquired
and  operational.  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  distribution  facility
         for processing. This process exceeds any FDA, USDA Standards:

<TABLE>
<CAPTION>
<S>      <C>                                                                    <C>
1.       Inspection of Product Cost per unit                                    $               0.10
2.       Handling Product before Processing Cost per unit                       $               0.15
3.       Food Safety Process/Packaging Cost per unit                            $               2.50
4.       Chemical Inspection Cost per unit                                      $               0.25
5.       Sanitizing the Truck Cost per unit                                     $               0.15
6.       Cost of Delivery of Product Cost per unit                              $               1.75
                                                                                -----------------
              Total Cost per unit                                               $               4.90
                                                                                =================

</TABLE>
                           Please note that all prices are subject to change.


<PAGE>

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

<TABLE>
<CAPTION>
<S>      <C>                                                                    <C>

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                                                  $               0.50
5.       Sales/Marketing Cost per unit                                          $               1.00
6.       Transportation Cost per load                                           $             250.00
</TABLE>

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:

<TABLE>
<CAPTION>
<S>      <C>                                                                    <C>

1.       Process Cost per unit                                                  $               0.30
</TABLE>

                           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.

         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.

EQUIPMENT LEASING.  In addition to developing a Food Safe 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. The
equipment  will be custom  fabricated  by  eFoodSafety.com,  at its Palm Springs
manufacturing  facility,  thus causing the Company to require a deposit from the
customer 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 such  produce  will not meet any  certification  for
government standards due to cross contamination in packing, shipping,  delivery,
etc.

TRUCK WASHING SERVICES. Using our ozone-based technology, we also are developing
a truck  washing  service  designed to wash trucks and the produce they deliver.
This is  intended  to reduce  the level of  pathogens  that may grow on  produce
during the transportation process.

KNOCK-OUT SUBSIDIARY PRODUCTS.  Through our subsidiary,  Knock-Out Technologies,
we are developing a variety of products based on a proprietary blend of organic,
non-toxic  and  food-based   substances.   These  products  include  an  anthrax
sporocidal,  a germicidal cleaner, a wound care antiseptic,  an herbicide and an
insect repellent.



<PAGE>



         We are  currently  having an outside  organization,  Celsis  Laboratory
Group, commence EPA protocol testing for the anthrax sporocidal product.

SALES AND MARKETING

         Initially,  the program will be marketed locally.  In order to set up a
potential customer base, the Company intends to 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.

         We also plan to market  all  services,  products  and  produce  through
outside    commissioned    sales    persons    and    through    our    website,
http://www.e-foodsafety.com.

CUSTOMERS

         Our potential  customers for our food safety  products  include produce
shippers and processors,  meat processors and liquid processors..  Customers for
our  Knock-Out  subsidiary  products  vary  depending on the product.  Potential
customers for our anthrax sporocidal may include the U.S. government,  which has
expressed interest in products that kill the anthrax virus.  Potential customers
for the germicidal  cleaner includes  nursing homes,  hospitals and food service
facilities.

COMPETITION

         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.

         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 would
compete with companies who use chlorine,  irradiation and other methods designed
to eliminate pathogens and pesticides from produce and other food items.

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

GOVERNMENT REGULATION

         The only license  required by the food safety  products  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. On
December 9, 2003, the Company received its PACA license from the U.S. Department
of  Agriculture.  In June  2002,  the FDA  approved  the  use of  ozone  on food
products.

         Any distribution center we develop would be subject to various federal,
state and municipal regulations with regards to health, safety and environmental
issues.  Such  facilities are subject to  supervision or periodic  inspection by
other regulators.

INTELLECTUAL PROPERTY


<PAGE>



         Although  we have filed for patent  protection  for some of our certain
products,  there is no assurance we will obtain  patent  approval.  Even if they
were obtained,  we may not have any patent protection for any derivative uses of
such  products,  or for any other  products we may later acquire or develop.  We
also cannot assure that we will be able to obtain foreign patents to protect our
products.

         Litigation may be required to enforce our intellectual property rights,
protect our trade  secrets or determine  the  validity and scope of  proprietary
rights of others. Any action we take to protect our intellectual property rights
could be costly and could absorb significant  management time and attention.  In
addition,  as a result of any such  litigation,  we could  lose any  proprietary
rights we have. If any of the foregoing  occurs,  we may be unable to execute on
our business plan and you could lose your investment.

RESEARCH & DEVELOPMENT

         We do not anticipate  incurring material research and development costs
during the next 12 months,  nor do we anticipate the  acquisition or sale of any
material  property,  plant  or  equipment  during  the next 12  months.  We have
acquired and expensed  $43,712 and $0 for  research and  development  during the
three months ended July 31, 2004 and 2003, respectively.

EMPLOYEES

         We  currently  have six (6) paid full time  employees.  We believe that
relations with our employees is good. We believe that the  management  team will
eventually  consist of approximately  ten officers and/or directors and that, as
our business grows, we may have up to six (6) supervisors oversee the operations
divisions  a  distribution  center.  The  employees  at  each  facility  will be
contracted  through local vendors.  Mr. Karney,  our Chief Executive Officer and
the rest of the management team devote one hundred percent of their professional
time to the success of the business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THREE MONTHS ENDED JULY 31, 2004

         Prior to April 2004, we had no active operations.  Thus any comparisons
of results of operations and financial  position  compared with the three months
ended  July 31,  2003 and the  financial  position  as at July 31,  2004 are not
relevant.

SALES

         Our revenues from  operations  for the three months ended July 31, 2004
were  $17,634,  and was  generated  from a sale of an Ozone Air  Clean  unit and
accessories on May 25, 2004.

COST OF SALES AND GROSS PROFIT

         Our cost of sales for the three  months ended July 31, 2004 was $5,835,
generating a percentage margin on sales of 66.91%.

RESEARCH AND DEVELOPMENT



<PAGE>



         Research and Development expenses include $8,500 cash compensation paid
to Mr. Nelson.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         A  summary  of our  Selling,  General  and  Administrative  costs is as
follows:

         Cash  based  compensation  was  paid  to our  staff  of  six  full-time
employees,  consulting fees for outside directors,  legal advisors and marketing
consultants.

         Other selling,  general and  administrative  costs include rent, office
expenses, and travel expenses.

INTEREST EXPENSE

         Interest  expenses of $10,959  were  incurred  during the three  months
ended July 31, 2004 and relate to  interest  accrued on  outstanding  promissory
notes payable to related parties in lump-sum including interest at 5% on June 3,
2009.  Interest  expenses also included  $3,238 from $2.0 million in convertible
debentures that were sold during the quarter.

LIQUIDITY AND CAPITAL RESOURCES

         As of July 31, 2004, we had working capital of $2,408,236.  As a result
of our  operating  losses  during  the three  months  ended  July 31,  2004,  we
generated a cash flow deficit of $587,195  from  operating  activities.  We used
cash flows in connection with investing  activities of $514,587 during the three
months ended July 31, 2004 for the purchase of components  for truck  sanitation
units to be put into  operation  during second  quarter of the 2005 fiscal year,
and the purchase of marketable securities.  We met our cash requirements for the
three months ended July 31, 2004 through loans of $675,000 from shareholders.

         On July  21,  2004,  the  Company  sold  $2.0  million  in  convertible
debentures.  The convertible  debentures carry an interest rate of 6% per annum,
payable  quarterly.  We paid a  consultant  10% of the  gross  proceeds  of $2.0
million as a finder's fee. The debentures  carry a conversion price of $0.40 per
share of the Company's common stock.

         The purchasers of the debentures  will receive an A Warrant to purchase
an amount of common  stock equal to 50% of the number of shares of common  stock
purchased via this  investment.  The A Warrants  shall expire two years from the
date of issuance  and the  exercise  price of the A Warrants  shall be $0.80 per
share.

         The  purchasers  of the  debentures  will also  receive a B Warrant  to
purchase  an  amount  of common  stock  equal to 50% of the  number of shares of
common stock  purchased  via this  investment.  The B Warrants  shall expire two
years from the date of issuance and the exercise  price of the B Warrants  shall
be $1.00 per share.

         Our  operating  revenues  may be less  than  adequate  to  fund  future
operations  and  growth.  We  will  continue  to  fund  our  operations  through
additional sales of our securities and/or through shareholder loans. There is no
guarantee  that we will be  successful  in obtaining  any  additional  financing
should it be required.  If we cannot secure additional financing when needed, we
may be required to cease operations.

         By  adjusting  its   operations   and   development  to  the  level  of
capitalization,  management believes it has sufficient capital resources to meet
projected cash flow deficits through the next twelve months.
         However, if thereafter,  we are not successful in generating sufficient
liquidity from operations or in raising sufficient  capital resources,  on terms
acceptable  to us, this could have a material  adverse  effect on our  business,
results of operations liquidity and financial condition.

         In May 2004,  the Company  incorporated  Knock-Out  Technologies,  Ltd.
("Knock-out") as a wholly- owned subsidiary of the Company. Knock-Out is to be a
manufacturer of all-natural, non-toxic, food-grade products.

         Our  independent  certified  public  accountants  have  stated in their
report,  which is included with our audited  financial  statements  for the year
ended April 30, 2004,  that we have  incurred  operating  losses in the last two
years and that we are  dependent on  management's  ability to raise  capital and
develop  profitable   operations.   These  factors,   among  others,  may  raise
substantial doubt about our ability to continue as a going concern.

         We have no off-balance  sheet  arrangements,  special purpose entities,
financing partnerships or guarantees.

CRITICAL ACCOUNTING POLICIES

         Our critical  accounting  policies  are those which we believe  require
significant judgments, often as a result of the need to make estimates about the
effect of matters that are  inherently  uncertain.  A discussion of our critical
accounting  policies  is set  forth  in the  Notes to our  Financial  Statements
included as part of this Registration Statement.

RISK FACTORS

         An investment in our securities is very speculative and involves a high
degree of risk. You should carefully consider the following risk factors,  along
with the other matters  discussed in this  prospectus,  before you decide to buy
our securities. Any of these factors could cause the value of your investment to
decline significantly or become worthless.  If you decide to buy our securities,
you should be able to afford a complete loss of your investment.

WE ARE A DEVELOPMENT STAGE COMPANY, WITH VIRTUALLY NO REVENUE, LIMITED OPERATING
HISTORY, AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.

         We have had  virtually no revenue and have operated with cash from debt
or equity financings. We have a limited operating history and our operations are
subject to all the risks inherent in a business  enterprise  with such a limited
operating history, including limited capital, possible delays in the development
and successful  execution and  implementation  of our business  plan,  uncertain
markets,  and the absence of an operating  history.  The likelihood that we will
succeed  must be  considered  in light of the  problems,  expenses,  and  delays
frequently encountered in connection with the development of new businesses,  as
well as many  other  factors.  Our  business  has not shown a  profit.  Since we
commenced operations, we have accumulated a net loss. There is no assurance that
we will be able to develop successfully the business we are pursuing.  We cannot
be  certain  that  our  business  will be  successful  or that we will  generate
significant revenues.

WE HAVE CAPITAL  REQUIREMENTS AND WE MAY HAVE THE NEED FOR ADDITIONAL CAPITAL IN
THE FUTURE.


<PAGE>



         As of July 31, 2004, we believe that execution of our primary  business
goal will  result in net losses for at least the next three  quarters.  Based on
our  estimates,  we believe our current  resources  will be  sufficient  to fund
operations through the first quarter of 2006. We had been dependent primarily on
private  placements of our debt and equity  securities and shareholder  loans to
fund our  operations.  In the near term,  we intend to focus on  increasing  our
revenues and  marketing  efforts for our  products.  Although our  management is
cautiously  optimistic  that we will be able to grow  our  revenue  in the  near
future,  there can be no assurance that we will generate  sufficient  revenue to
support our operations, and if such revenue will be sustainable.

         In the event  that we will  seek  additional  capital,  there can be no
assurance  that  any  such  funding  will be  available  to us when  needed,  on
commercially  reasonable  terms,  or  at  all.  If we  are  unable  to  generate
sufficient  additional revenue or obtain additional financing if needed, we will
likely be required to curtail our  marketing  and  operating  plans and possibly
cease our operations.  In addition,  any additional equity financing may involve
substantial dilution to our then-existing stockholders.

         Our independent  accountants have included an explanatory  paragraph in
our financial statements included in our public filings,  which are incorporated
by  reference  into this  prospectus,  stating that we have  incurred  operating
losses since inception and that we are dependent on our management's  ability to
develop profitable  operations,  and that these factors, among others, may raise
substantial doubt about our ability to continue as a going concern.

IF OUR PRODUCTS AND SERVICES DO NOT GAIN MARKET ACCEPTANCE,  IT IS UNLIKELY THAT
WE WILL BECOME PROFITABLE.

The market for products that affect the  sanitizing of fruits and  vegetables is
evolving and we have many  competitors.  Competitors used various  technologies,
including  chlorine-based  solutions, to eliminate pathogens and bacteria in the
food  storage and  distribution  process.  Compared to these  technologies,  our
technology  is unproven and less mature,  and the use of our  technology  by our
potential  customers is limited.  The  commercial  success of our products  will
depend upon the adoption of our technology by food transportation,  distribution
and  storage  facilities  as  an  approach  to  remove  pathogens  from  fruits,
vegetables  and other  foods.  Market  acceptance  will depend on many  factors,
including:

o        the willingness and ability of food industry distributors and producers
         to adopt new technologies;

o        the willingness of governments to approve our products;

o        our  ability  to  convince   potential   industry  customers  that  our
         technology  is  an  attractive   alternative   to  currently   accepted
         technologies for reduction of pathogens from meats, fruits,  vegetables
         and other food items;

o        our ability to manufacture  products and provide services in sufficient
         quantities with acceptable quality and at an acceptable cost; and

o        the willingness by our potential customers to make capital expenditures
         for our products.

         If  our  products  do  not  achieve  a  significant   level  of  market
acceptance,  demand for our  products  will not  develop as  expected  and it is
unlikely that we will become profitable.



<PAGE>



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  limited  operating  history  and  minimal  revenues  from
operations.  We  currently  have  assets  and  financial  resources,  but we had
operated at a loss for some time and must now execute its business  plan. We are
smaller  than  our  national  competitors,   and  consequently  lack  comparable
financial  resources to enter into  certain  markets.  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.

RISK OF FAILING TO OBTAIN CRITICAL INTELLECTUAL PROPERTY

We intend 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.

DEPENDENCE ON KEY PERSONNEL.

The success of the Company  will  depend to a great  extent on Clarence  Karney,
Patricia  Ross-Gruden,  Rich Speidell,  William Nelson, and other members of our
management. These individuals do not have employment contracts and may terminate
their  employment  at any time. 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.

NEED TO BUILD OUT OUR SALES AND MARKETING ORGANIZATION.

We are and shall continue  marketing our existing  products and future  products
that we may license or acquire either through the  utilization of contract sales
representatives and brokers, the establishment of our own sales force, strategic
alliances  and various other  methods.  We are in the early stages of developing
such sales and marketing  channels,  and further  development  of those channels
will  require an  investment  of  substantial  amounts of capital.  Accordingly,
despite our plans, we may be unable to  substantially  develop our own marketing
channels.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, OR WE MAY INFRINGE
THE  INTELLECTUAL  PROPERTY  RIGHTS OF OTHERS,  WHICH MAY RESULT IN LAWSUITS AND
PREVENT US FROM SELLING OUR PRODUCTS.

We rely on patent,  trademark,  and trade secret laws to protect our trademarks,
content, and proprietary  technologies and information.  We have filed or intend
to file patents for several of our products.  However, there can be no assurance
that such laws will provide  sufficient  protection to us, or other parties will
not develop technologies that are similar or superior to ours.



<PAGE>



There are no pending lawsuits against us regarding  infringement of any existing
patents or other  intellectual  property rights or any material  notices that we
are infringing the intellectual property rights of others. However, there can be
no  assurance  that third  parties  will not assert  infringement  claims in the
future.  If any claims are asserted and determined to be valid,  there can be no
assurance that we will be able to obtain licenses of the  intellectual  property
rights in question or obtain  licenses on  commercially  reasonable  terms.  Our
involvement  in any patent  dispute or other  intellectual  property  dispute or
action to protect  proprietary  rights may have a material adverse effect on our
business,  operating results, and financial condition. Adverse determinations in
any litigation may subject us to  liabilities,  require us to seek licenses from
third parties,  and prevent us from  marketing and selling our products.  Any of
these situations can have a material  adverse effect on our business,  operating
results, and financial condition.

RISK OF INCURRING HIGH LEGAL COST DUE TO LITIGATION.

While we are not  currently  involved in any  litigation,  that is no indication
that we 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.

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; and

o        Sudden increase in raw materials, such as steel.

RISK DUE TO MINORITY STATUS OF NEW INVESTORS

Our directors and executive officers  beneficially own approximately  52,885,000
common shares;  approximately  55.76% of the outstanding common stock if all the
shares  offered  are sold.  As a result,  these  shareholders,  if they act as a
group, will have a significant  influence on all matters  requiring  shareholder
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.

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.



<PAGE>



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
         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.

ITEM 3.  CONTROLS AND PROCEDURES

         The Company's Chief Executive  Officer and Chief Financial Officer have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  quarterly  report on Form 10-QSB,  that the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this quarterly  report on Form 10-QSB  contains any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading with respect to the


<PAGE>



                  period covered by this quarterly report on Form 10-QSB, and

                  (ii) the financial statements, and other financial information
                  included  in this  quarterly  report  on Form  10-QSB,  fairly
                  present in all  material  respects  the  financial  condition,
                  results of operations and cash flows of the Company as of, and
                  for, the periods  presented in this  quarterly  report on Form
                  10-QSB.

         There  have  been no  significant  changes  in the  Company's  internal
controls or in other factors since the date of the Chief Executive Officer's and
Chief  Financial  Officer's  evaluation  that could  significantly  affect these
internal controls,  including any corrective actions with regards to significant
deficiencies and material weaknesses.

                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

We are not a party to any pending legal action,  suit, or proceeding  nor is any
of our property the subject of any legal proceeding. There are no proceedings in
which  any of our  directors,  officers  or  affiliates,  or any  registered  or
beneficial  shareholder,  is an adverse party or has a material interest adverse
to our interest.

ITEM 2.           CHANGES IN SECURITIES.             None.

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES.            None.

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.     None.

ITEM 5.           OTHER INFORMATION.        None.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K.

         On August 19, 2004,  the Company  filed on Form 8-K under Item 5, Other
Events and Regulation FD Disclosure.

Exhibits

Exhibits Required by Item 601 of Regulation S-B

(3)      ARTICLES OF INCORPORATION AND BY-LAWS

3.1      Articles  of   Incorporation   (incorporated   by  reference  from  our
         Registration Statement on Form SB-2 as amended on February 4, 2003)

3.2      Corporate  Bylaws  (incorporated  by  reference  from our  Registration
         Statement on Form SB-2 as amended on February 4, 2003)

31       Certification  Pursuant  to Section  302 of the  Sarbanes-Oxley  Act of
         2002.

32       Certification  Pursuant  to Section  906 of the  Sarbanes-Oxley  Act of
         2002.


<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

EFOODSAFETY.COM, INC.

By: /s/ Clarence W. Karney
Clarence W. Karney, CEO, CFO, Secretary, Director
(Principal Executive and Financial Officer)
Date: September 20, 2004








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