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<SEC-DOCUMENT>0000939802-05-000088.txt : 20050318
<SEC-HEADER>0000939802-05-000088.hdr.sgml : 20050318
<ACCEPTANCE-DATETIME>20050318164057
ACCESSION NUMBER:		0000939802-05-000088
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20050131
FILED AS OF DATE:		20050318
DATE AS OF CHANGE:		20050318

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EFOODSAFETY COM INC
		CENTRAL INDEX KEY:			0001157075
		STANDARD INDUSTRIAL CLASSIFICATION:	AGRICULTURE CHEMICALS [2870]
		IRS NUMBER:				621772151
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0430

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	333-68008
		FILM NUMBER:		05692097

	BUSINESS ADDRESS:	
		STREET 1:		350 W CALDWELL AVENUE
		CITY:			VISALIA
		STATE:			CA
		ZIP:			93277
		BUSINESS PHONE:		5597412060

	MAIL ADDRESS:	
		STREET 1:		350 W CALDWELL AVENUE
		CITY:			VISALIA
		STATE:			CA
		ZIP:			93277
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>form10qsb013105.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 JANUARY 31, 2005
                                                ----------------

         [  ]              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.)

              19125 N. INDIAN AVENUE, NORTH PALM SPRINGS, CA 92258
              ----------------------------------------------------
                    (Address of principal executive offices)

                            (760) 329-4304 (Issuer's
                                telephone number)


          (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 January 31, 2005

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  January 31, 2005 include all  adjustments  necessary in order to
ensure that the consolidated financial statements are not misleading.


<PAGE>








ROBISON, HILL & CO.                                 CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION
                                                            Brent M. Davies, CPA
                                                              David O. Seal, CPA
                                                         W. Dale Westenskow, CPA
                                                          Barry D. Loveless, CPA


                         INDEPENDENT ACCOUNTANT'S REPORT

EFoodSafety.com, Inc. & Subsidiaries
(A Development Stage Company)

         We have reviewed the  accompanying  balance sheets of  EFoodSafety.com,
Inc. & Subsidiaries  (a  development  stage company) as of January 31, 2005, and
the related statements of operations for the three and nine months ended January
31, 2005 and 2004,  and cash flows for the nine month  periods ended January 31,
2005  and  2004.  These  financial  statements  are  the  responsibility  of the
Company's management.

         We conducted our audit in  accordance  with the standards of the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

         Based on our  review,  we are not aware of any  material  modifications
that should be made to the accompanying  financial  statements referred to above
for them to be in conformity with accounting  principles  generally  accepted in
the United States of America.

         We have  previously  audited,  in accordance  with  auditing  standards
generally  accepted  in the  United  States of  America,  the  balance  sheet of
EFoodSafety.com,  Inc. & Subsidiaries (a development  stage company) as of April
30,  2004,  and  the  related   statements  of  operations,   cash  flows,   and
stockholders'  equity for the year then ended (not presented herein); and in our
report  dated  July 28,  2004,  we  expressed  an  unqualified  opinion on those
financial  statements.  In  our  opinion,  the  information  set  forth  in  the
accompanying  balance  sheet as of April  30,  2004,  is fairly  stated,  in all
material  respects,  in  relation  to the  balance  sheet from which it has been
derived.



<PAGE>



         Note 1 of the Company's  audited  financial  statements as of April 30,
2004,  and for the year then  ended  discloses  that the  Company  has  suffered
recurring  losses from  operations and has no  established  source of revenue at
April 30, 2004. Our auditors' report on those financial  statements  includes an
explanatory  paragraph  referring  to the  matters in Note 1 of those  financial
statements and indicating that these matters raised  substantial doubt about the
Company's ability to continue as a going concern.  As indicated in Note 1 of the
Company's unaudited interim financial statements as of January 31, 2005, and for
the three and nine  months  then ended,  the  Company  has  continued  to suffer
recurring losses from operations and still has no established  source of revenue
at January 31, 2005. The accompanying interim consolidated  financial statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty

                                                   Respectfully submitted,



                                                   /s/ Robison, Hill & Co.
                                                   Certified Public Accountants

Salt Lake City, Utah
March 15, 2005


<PAGE>



                              EFOODSAFETY.COM, INC.
                          (A Development Stage Company)
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                             (Unaudited)
                                                                              January 31,        April 30,
                                                                                 2005               2004
                                                                          ------------------  -----------------
Assets:
Current Assets
<S>                                                                       <C>                 <C>
   Cash                                                                   $          144,574  $          83,600
   Marketable Securities                                                             314,824                  -
   Inventory                                                                         338,593             47,107
   Accounts Receivable                                                                   266                  -
                                                                          ------------------  -----------------
     Total Current Assets                                                            798,257            130,707
                                                                          ------------------  -----------------

Fixed Assets
   Equipment                                                                          68,687             45,000
   Furniture and fixtures                                                             11,235                  -
   Computers                                                                          18,808                  -
   Building improvements                                                              16,362                  -
   Vehicles                                                                           11,170                  -
   Accumulated depreciation                                                          (11,795)                 -
                                                                          ------------------  -----------------
     Total Fixed Assets                                                              114,467             45,000
                                                                          ------------------  -----------------

     Total Assets                                                         $          912,724            175,707
                                                                          ==================  =================

Liabilities:
Current Liabilities
   Accounts Payable                                                       $                -  $             260
   Accrued Interest                                                                   63,359                  -
                                                                          ------------------  -----------------
     Total Current Liabilities                                                        63,359                260

Long-Term Liabilities
   Notes Payable                                                                   1,000,000            325,000
   Accrued Interest                                                                   40,573              3,873
   Convertible debentures                                                          1,969,550                  -
                                                                          ------------------  -----------------
     Total Liabilities                                                             3,073,482            329,133
                                                                          ------------------  -----------------

Stockholders' Equity:
  Common Stock, $.0001 Par Value, Authorized
    500,000,000 shares, Issued 93,045,816 at
    January 31, 2005 and April 30, 2004                                                9,305              9,305
  Paid-In Capital                                                                  2,207,634          2,207,634
  Cumulative Unrealized Gains and Losses                                               4,279                  -
  Deficit Accumulated During the Development Stage                                (4,381,976)        (2,370,365)
                                                                          ------------------  -----------------

     Total Stockholders' Equity                                                   (2,160,758)          (153,426)
                                                                          ------------------  -----------------

     Total Liabilities and
       Stockholders' Equity                                               $          912,724  $         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              For the nine months ended                of
                                    -------------------------------------  -------------------------------------
                                                 January 31,                            January 31,                   development
                                    -------------------------------------  -------------------------------------
                                          2005                2004                2005               2004                stage
                                    -----------------  ------------------  ------------------  -----------------   -----------------

<S>                                 <C>                <C>                 <C>                 <C>                 <C>
Revenues                            $          24,865  $                -  $           44,772  $               -   $          47,155
Cost of sales                                  11,527                   -              17,642                  -              18,422
                                    -----------------  ------------------  ------------------  -----------------   -----------------

     Gross Profit                              13,338                   -              27,130                  -              28,733
                                    -----------------  ------------------  ------------------  -----------------   -----------------

Expenses:
   Sales and marketing                         83,088                   -              83,088                  -              83,088
   Research and development                    99,591                   -             194,843                  -           1,603,343
   General and administrative                 234,064              35,920           1,673,923             63,493           2,633,518
                                    -----------------  ------------------  ------------------  -----------------   -----------------

     Total Expenses                           416,743                   -           1,951,854                  -           4,319,949
                                    -----------------  ------------------  ------------------  -----------------   -----------------

     Net Loss from Operations                (403,405)            (35,920)         (1,924,724)           (63,493)        (4,291,216)

Other Income (Expense)
Interest income                                   853                   -               2,627                  -               2,627
Dividend income                                 7,550                   -               7,550                  -               7,550
Gain/Loss on sale of
   marketable securities                        2,995                   -               2,995                  -               2,995
Interest expense                              (43,237)                  -            (100,059)                 -           (103,932)
                                    -----------------  ------------------  ------------------  -----------------   -----------------

     Net Loss                       $        (435,244) $          (35,920) $       (2,011,611) $         (63,493)  $     (4,381,976)
                                    =================  ==================  ==================  =================   =================

Basic loss per share                $               -  $                -  $           (0.02)  $               -
                                    =================  ==================  ==================  =================

Weighted Average Shares                    93,045,816          89,505,000          93,045,816         88,532,778
                                    =================  ==================  ==================  =================
</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 nine months ended           Inception of
                                                                  --------------------------------------
                                                                               January 31,                   Development
                                                                  --------------------------------------
                                                                         2005                2004               Stage
                                                                  ------------------  ------------------  -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                                                               <C>                 <C>                 <C>
Net Loss                                                          $       (2,011,611) $          (63,493) $      (4,381,976)
Adjustments used to reconcile net loss to net
  cash provided by (used in) operating activities:
Depreciation                                                                  11,795                   -             11,795
Common stock issued for expenses                                                   -                   -          1,549,184
Gain/Loss on sale of marketable securities                                    (2,995)                                (2,995)
(Increase) Decrease in Inventory                                            (291,486)            (24,436)          (338,593)
(Increase) Decrease in Accounts Receivable                                      (266)                                  (266)
Increase (Decrease) in Accounts Payable                                         (260)              2,715                  -
Increase (Decrease) in Accrued Interest                                      100,059                   -            103,932
                                                                  ------------------  ------------------  -----------------
Net Cash Used in operating activities                                     (2,194,764)            (85,214)        (3,058,919)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchase of fixed assets                                                     (81,262)                  -           (126,262)
Purchase of marketable securities                                           (500,000)                  -           (500,000)
Dividends reinvested in marketable securities                                 (7,550)                  -             (7,550)
Proceeds from sale of marketable securities                                  200,000                   -            200,000
                                                                  ------------------  ------------------  -----------------
Net cash provided by investing activities                                   (388,812)                  -           (433,812)
                                                                  ------------------  ------------------  -----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of stock                                                        -                   -              3,910
Capital contributed by shareholder                                                 -              24,630            663,845
Proceeds from loans                                                          675,000              90,000          1,000,000
Proceeds from convertible debentures                                       1,969,550                   -          1,969,550
                                                                  ------------------  ------------------  -----------------
Net cash provided by Financing Activities                                  2,644,550             114,630          3,637,305
                                                                  ------------------  ------------------  -----------------

Net (Decrease) Increase in
  Cash and Cash Equivalents                                                   60,974              29,416            144,574
Cash and Cash Equivalents
  at Beginning of Period                                                      83,600                   -                  -
                                                                  ------------------  ------------------  -----------------
Cash and Cash Equivalents
  at End of Period                                                $          144,574  $           29,416  $         144,574
                                                                  ==================  ==================  =================
</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.  &
Subsidiaries   (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 nine months
ended January 31, 2005 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 nine months ended January
31, 2005 and 2004.  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 January 31, 2005, the Company has accumulated  operating losses of $4,381,976
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 nine months ended January
31, 2005 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
                  Computers                                   3-  5 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 January 31, 2005 and 2004.

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  2004  financial
statements to conform with the 2005 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>
                                                                              January 31, 2005
                                                          ---------------------------------------------------------
                                                                Gross              Gross
                                                             Unrealized          Unrealized             Fair
                                                                Gain                Loss               Value
                                                          -----------------  ------------------  ------------------
<S>                                                       <C>                <C>                            <C>
Available-for-sale securities                             $           4,279  $                -  $          314,824
                                                          =================  ==================  ==================


                                                                               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 and nine  months  ended  January  31, 2005 and
2004,  sales  proceeds  and  gross  realized  gains  and  losses  on  securities
classified as available-for-sale securities were:

<TABLE>
<CAPTION>
                                           For the Three Months Ended              For the Nine Months Ended
                                                   January 31,                            January 31,
                                            2005                2004                2005                2004
                                      -----------------   -----------------  ------------------  ------------------

<S>                                   <C>                 <C>                           <C>      <C>
Sale Proceeds                         $         200,000   $               -  $          200,000  $                -
                                      =================   =================  ==================  ==================

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

Gross Realized Gains                  $           2,995   $               -  $            2,995  $                -
                                      =================   =================  ==================  ==================
</TABLE>




<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  January  31,  2005  are not
considered  significant  enough for the  Company to come out of the  development
stage.

NOTE 4 - 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 4 - 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 5 - RENT AND LEASE EXPENSE

         The Company  relocated its corporate offices to 19125 N. Indian Avenue,
North Palm Springs, California,  effective September 1, 2004 and has finalized a
three year lease for 30,000 square feet of warehouse  space,  12,000 square feet
of outside space,  and executive  office space. The Company will pay $32,000 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                                                  $         256,000
      2006                                                            384,000
      2007                                                            384,000
      2008                                                            128,000
      2009                                                                  -
                                                            -----------------

      Total five year minimum lease payments                $       1,152,000
                                                            =================

         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 6 - 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 six months ended October 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  $1,040,573  and $328,873 as of January 31, 2005 and April 30,
2004, respectively.

NOTE 7 - 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 8 - INVENTORY

         During the year ended April 30, 2004, the Company  purchased  inventory
of $47,887. During the nine months ended January 31, 2005, the Company purchased
inventory of $291,486.  The inventory consists of ozonation  equipment that will
be resold to clients. The inventory has been recorded at cost. For the three and
nine months ended January 31, 2005, cost of inventory sold to third-parties  was
$11,527 and $17,642.

NOTE 9 - 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 debentures carry a conversion price of $.40 per share of
the Company's common stock. The outstanding  principal balance of the debentures
are due on July 21, 2007.

         The  purchasers of the  debentures  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 expire two years from the date of
issuance and the exercise price of the A Warrants is $.80 per share.

         The purchasers of the  debentures  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 expire two years from the date of
issuance and the exercise price of the B Warrants is $1.00 per share.


<PAGE>



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

NOTE 9 - CONVERTIBLE DEBENTURES (continued)

         At January 31, 2005 and April 30,  2004,  the total amount of principal
and  interest  due  on  the   convertible   debentures  is  $2,032,909  and  $0,
respectively.

NOTE 10 - LITIGATION

         The  Company  filed a  complaint  in the  Superior  Court of  Riverside
County,  California  on November 5, 2004  against Mr.  Karney and other  parties
alleging breach of fiduciary duty,  conversion,  constructive  trust,  fraud and
declaratory  relief.  The  Company  believes  that  Mr.  Karney  misappropriated
approximately  $189,000  from the Company and  attempted to cause the Company to
enter  into  invalid  contracts  with  close  personal  friends  without  proper
authorization.  These friends were also paid Company proceeds without  providing
any  consideration.  As of December 2, 2004,  the Company  completed  service of
process of its  complaint  on all named  defendants  including  its former Chief
Executive Officer, Clarence "Bill" Karney, AmeriFinancial,  Inc., Conn Chemicals
Engineering Company, Inc. and Trac Force dba Freshtrak.


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;


<PAGE>



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  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  January  31,  2005,  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 19125 N. Indian Avenue, North
Palm Springs, California, 92258.

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


<PAGE>



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% 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


<PAGE>



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>

<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
                                                                                =================

                           Please note that all prices are subject to change.

         Outline  of  a  la  carte  services   available  at  the  company-owned
         distribution 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                                                  $               0.50
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                                                  $               0.30

                           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.
</TABLE>


<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.

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.

         We are  currently  having an outside  organization,  Celsis  Laboratory
Group,  commence EPA protocol testing for the anthrax  germicidal and 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 produce and meat  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


<PAGE>



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  2001,  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

         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.  During the
three and nine months  ended  January 31,  2005,  we have  acquired and expensed
$99,591 and  $194,843 for research  and  development,  respectively.  During the
three and nine months ended January 31, 2004, we acquired and expensed $0 and $0
for research and development, respectively.

EMPLOYEES

         We  currently  have eleven 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  supervisors  oversee the operations
divisions  a  distribution  center.  The  employees  at  each  facility  will be
contracted through local vendors.


<PAGE>



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

THREE AND NINE MONTHS ENDED JANUARY 31, 2005

         Prior to April 2004, we had no active operations.  Thus any comparisons
of results of operations and financial position compared with the three and nine
months ended January 31, 2004 and the financial  position as at January 31, 2005
are not relevant.

SALES

         Our  revenues  from  operations  for the  three and nine  months  ended
January 31, 2005 were $24,865 and $44,772,  respectively, and was generated from
a sale of an Ozone Air Clean unit and accessories.

COST OF SALES AND GROSS PROFIT

         Our cost of sales for the three and nine months ended  January 31, 2005
was $11,527 and $17,642,  respectively,  generating a percentage margin on sales
of 53.64% and 60.60%.

RESEARCH AND DEVELOPMENT

         Research and Development  expenses  include  $82,342 cash  compensation
paid to William Nelson and $112,501 for hardware and parts.

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  eleven  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 $43,237 and  $100,059  were  incurred  during the
three and nine months ended  January 31, 2005 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  $30,286 and
$63,359 from $2.0 million in  convertible  debentures  that were sold during the
first quarter.

LIQUIDITY AND CAPITAL RESOURCES

         As of January 31, 2005, we had working capital of $798,257. As a result
of our  operating  losses  during the nine months  ended  January 31,  2005,  we
generated a cash flow deficit of $2,194,764 from operating  activities.  We used
cash flows in connection  with investing  activities of $388,812 during the nine
months ended January 31, 2005 for the purchase of fixed assets, and the purchase
of marketable securities. We met our cash requirements for the nine months ended
January 31, 2005 through  loans of $675,000  from  shareholders  and the sale of
convertible debentures of $1,969,550.


<PAGE>



         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 ($200,000) 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  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 expire two years from the date of
issuance and the exercise price of the A Warrants is $0.80 per share.

         The purchasers of the  debentures  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 expire two years from the date of
issuance and the exercise price of the B Warrants is $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


<PAGE>



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.

         As of January  31,  2005,  we believe  that  execution  of our  primary
business  goal will  result in net  losses  for at least the next two  quarters.
Based on our estimates,  we believe our current  resources will be sufficient to
fund  operations  through  the  first  quarter  of 2005.  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


<PAGE>



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.

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

Management  has decided not to enter into an agreement  with  Clarence W. Karney
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 Mark  Taggatz,
Patricia Ross-Gruden, William Nelson, and other members of our management. These
individuals do not have employment contracts and


<PAGE>



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.

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;



<PAGE>



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  55,885,000
common shares;  approximately  60.06% 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.

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:



<PAGE>

<TABLE>
<CAPTION>


<S>                                         <C>                                 <C>
         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
</TABLE>

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  president  acts both as the Company's  chief  executive
officer and chief  financial  officer and is responsible  for  establishing  and
maintaining disclosure controls and procedures for the Company.

         (a) Evaluation of Disclosure Controls and Procedures

         As of the end of the period covered by this report, the Company carried
         out an evaluation,  under the supervision and with the participation of
         the Company's  management,  including the Company's  President,  of the
         effectiveness  of the design and operation of the Company's  disclosure
         controls and  procedures  pursuant to Rule 13a-15 under the  Securities
         Exchange Act of 1934, as amended (the "Exchange  Act").  Based upon the
         evaluation,  the Company's  President  concluded that, as of the end of
         the period,  the  Company's  disclosure  controls and  procedures  were
         effective in timely  alerting him to material  information  relating to
         the Company  required  to be  included in the reports  that the Company
         files and submits pursuant to the Exchange Act.

         (b) Changes in Internal Controls

         Based  on  his  evaluation  as of  January  31,  2005,  there  were  no
         significant  changes in the Company's  internal controls over financial
         reporting  or in any other  areas that could  significantly  affect the
         Company's  internal controls  subsequent to the date of his most recent
         evaluation, including any corrective actions with regard to significant
         deficiencies and material weaknesses.


                           PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS.

         The  Company  filed a  complaint  in the  Superior  Court of  Riverside
County,  California  on November 5, 2004  against Mr.  Karney and other  parties
alleging breach of fiduciary duty,  conversion,  constructive  trust,  fraud and
declaratory  relief.  The  Company  believes  that  Mr.  Karney  misappropriated
approximately  $189,000  from the Company and  attempted to cause the Company to
enter  into  invalid  contracts  with  close  personal  friends  without  proper
authorization.  These friends were also paid Company proceeds without  providing
any  consideration.  As of December 2, 2004,  the Company  completed  service of
process of its  complaint  on all named  defendants  including  its former Chief
Executive Officer, Clarence "Bill" Karney, AmeriFinancial,  Inc., Conn Chemicals
Engineering Company, Inc. and Trac Force dba Freshtrak.



<PAGE>



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.

         No reports were filed on Form 8-K.

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

32       CEO 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/ Mark Taggatz
Mark Taggatz, President, CEO
(Principal Executive and Financial Officer)
Date: March 15, 2005







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>form10qsb013105ex31.txt
<TEXT>
EXHIBIT 31

                           SECTION 302 CERTIFICATIONS

I, Mark Taggatz, certify that:

         1.  I  have   reviewed  this   quarterly   report  on  form  10-QSB  of
         eFoodSafety.com, Inc.

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
         statement of a material fact or omit 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 period
         covered by this report.

         3. Based on my knowledge, the financial statements, and other financial
         information  included in this  report,  fairly  present in all material
         respects the financial condition,  results of operations and cash flows
         of the small business  issuer as of, and for, the periods  presented in
         this report.

         4. The small  business  issuer's  other  certifying  officers and I are
         responsible for  establishing and maintaining  disclosure  controls and
         procedures  (as defined in exchange act rules  13a-15(e)  and 15d-15(e)
         for the small business issuer and have:

         a) designed such  disclosure  controls and  procedures,  or caused such
         disclosure   controls  and   procedures   to  be  designed   under  our
         supervision,  to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities,  particularly  during the period
         in which this report is being prepared;

         b)  evaluated  the   effectiveness  of  the  small  business   issuer's
         disclosure  controls and  procedures  and  presented in this report our
         conclusions  about the  effectiveness  of the  disclosure  controls and
         procedures,  as of the end of the period covered by this report on such
         evaluation; and

         c) disclosed in this report any change in the small  business  issuer's
         internal  control over  financial  reporting  that occurred  during the
         small business  issuer's most recent fiscal quarter (the small business
         issuer's  fourth fiscal  quarter in the case of an annual  report) that
         has materially affected,  or is reasonably likely to materially affect,
         the small business issuer's internal control over financial  reporting;
         and

         5. The small  business  issuer's other  certifying  officers and I have
         disclosed, based on our most recent evaluation of internal control over
         financial  reporting,  to the small business  issuer's auditors and the
         audit  committee of small  business  issuer's  board of  directors  (or
         persons performing the equivalent functions):

         a) all significant  deficiencies and material  weaknesses in the design
         or operation of internal  control over  financial  reporting  which are
         reasonably  likely to  adversely  affect  the small  business  issuer's
         ability to record, process, summarize and report financial information;
         and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who have a  significant  role in the  small  business
         issuer's internal control over financial reporting.

         6. The registrant's  other certifying  officers and I have indicated in
         this quarterly report whether or not there were significant  changes in
         internal controls or in other factors that could  significantly  affect
         internal controls  subsequent to the date of my most recent evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.


Date: March 15, 2005

/s/    Mark Taggatz
Mark Taggatz
President, CEO
(Principal Executive and Financial Officer)




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>3
<FILENAME>form10qsb013105ex32.txt
<TEXT>
                                   EXHIBIT 32

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



         In connection  with the Quarterly  Report of  eFoodSafety.com,  Inc. on
Form 10-QSB for the period ending January 31, 2005, as filed with the Securities
and Exchange  Commission  on the date hereof (the  "Report"),  I, Mark  Taggatz,
President and Chief Executive  Officer of the Company,  certify,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge and belief:

         (1)      the Report fully  complies  with the  requirements  of Section
                  13(a) or 15(d) of the Securities Exchange Act of 1934; and

         (2)      the information  contained in the Report fairly  presents,  in
                  all material respects,  the financial  condition and result of
                  operations of the Company.


/s/    Mark Taggatz
Mark Taggatz
President, CEO
(Principal Executive and Financial Officer)


March 15, 2005


A signed  original of this written  statement  required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the  electronic  version of this written  statement
has been  provided  to the  Company  and will be  retained  by the  Company  and
furnished to the Securities and Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
