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IFDG.OB > SEC Filings for IFDG.OB > Form 10-K/A on 31-Oct-2008All Recent SEC Filings

Show all filings for INTERNATIONAL FOOD PRODUCTS GROUP INC | Request a Trial to NEW EDGAR Online Pro

Form 10-K/A for INTERNATIONAL FOOD PRODUCTS GROUP INC


31-Oct-2008

Annual Report


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

A Note about Forward-Looking Statements

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

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

- 3 -

Plan of Operations

During the past year, we have broadened our scope of business beyond the food industry. Through strategic planning IFPG has entered into the WiMAX and RFID technology arena as well as other emerging technologies. To better represent the nature of our business, in October of 2008 IFPG will change its name to Advanced Technologies & Products Group, Inc. (ATPG). IFPG has already formed three wholly owned subsidiaries to better segregate its business plan: Golden Choice Foods (GCF), Restaurant Holdings Group (RHG), and Newport Digital Technologies (NDT). GCF will concentrate on the sale and marketing of intellectual property products such as controlling of diabetes for children and weight control for children. RHG is a one third owner in a new restaurant franchise operation revolving around Peruvian Food. NDT will be concentrating on the sales and marketing of high technology products worldwide, including WiMAX, RFID, affordable notebook computers for children and other emerging technology products.

IFPG is in the process of raising capital in order to capitalize the above divisions.

GCF: During the next six months, IFPG will finalize the Intellectual Property necessary to begin marketing its products that are intended to help parents understand how to try to prevent diabetes from occurring in children. We will also be marketing products to help show parents how to prevent obesity in their children. We are exploring the best methods of distribution of these products at this time. We anticipate only a small portion of the capital raise to be used for these products and the distribution channels to sell them.

RHG: During the past year, IFPG has invested capital in this division enabling IFPG to own one third interest (1/3) in a restaurant franchise group preparing to launch franchise operations in Peruvian restaurants. One of the owners of the group owns multiple Peruvian restaurants and is one of the leading experts in the Peruvian food industry. IFPG anticipates infusing an additional $350,000 into this project.

NDT: Through it wholly owned subsidiary, NDT, IFPG intends to become a major force in the areas of e-learning, RFID and WiMAX technologies. The majority of the focus of IFPG will be in NDT. Over the recent past IFPG and the Institute for Information Industry (III), Taiwan's largest System Integrator and one of the world's leading information technology institutes - jointly sponsored by the Taiwan government and prominent enterprises for the purpose of strengthening the development of the information industry in Taiwan - have formed and announced a collaboration to develop and deliver e-Learning solutions in the America's and the South Pacific. Additionally, this alliance has now encompassed III's innovative WiMAX and RFID technologies designed and perfected by III for Taiwanese manufacturers and
worldwide sales. This collaboration was the starting point for NDT which was formed to be the international marketing and sales arm for III's technology and to handle international transactions for various companies utilizing III's cutting-edge technologies.

NDT is already in negotiations with one of the largest retailers in the world to provide RFID solutions to their system tracking needs. Once IFPG has signed contracts with this retailer, it will begin to sell and market its RFID technology throughout the USA and South Pacific. Sales related to RFID should be in excess of $100,000,000 by the end of 2009

In conjunction with Quanta and ViewSonic, NDT is already marketing and selling its "Lite Bird" notebook and expects orders to begin fourth quarter of 2008.

NDT has already begun deliveries of WiMAX technology. Through the collaboration of Gill Technologies, Inc and III, WiMAX is the technology of the future for long range, high speed voice and data communications. IFPG expects the sales relating to WiMAX to be in excess of $5,000,000/month by the end of 2009.

Results of Operations for the fiscal years ended June 30, 2008 and 2007.

Net Sales . Net sales for the fiscal year ended June 30, 2008, was $1,386,000 our first year in our new business. The prior year are sales prior to discontinuing our import food business was $483,897.

Cost of Sales . The Cost of Sales for fiscal year ended June 30, 2008, was $1,366,095 or approximately 98.5% of net sales,. We anticipate our costs to be between 90% and 98.5% in the upcoming year.

Selling Expenses . Selling expenses for the fiscal year ended June 30, 2008, was limited to the expenses of our new product of $297,110..

General and Administrative expenses . General and Administrative expenses for the fiscal year ended June 30, 2008, was $1,338,784. Most of the expenses were derived from the expiration of shares for services issued in the prior year pursuant to agreements.

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

- 4 -

Critical Accounting Policies

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

Material events and uncertainties. We anticipate that we will begin to be profitable during the third quarter 2009. For this to happen, we must gain financing and deliver a very successful product..

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

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

Certain Trends and Uncertainties:

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

IFPG relies heavily on the technology expertise of Taiwan's Institute for Information Industry (III). III is one of the world's leading information technology institutes, established in 1979. III is sponsored by jointly by the Taiwanese government and private industry. Without III's involvement, IFPG would most likely not be able to become a leader in WIMAX and RFID technologies.

IFPG and III have announced their collaboration to develop and deliver an e-learning solution to the America's and the South Pacific. This solution is the sale of a small notebook computer for children. Under the direction and guidance of IFPG and III, ViewSonic Corporation and Quanta have come together to produce a "Lite Bird" computer for distribution and sale through the efforts of IFPG. Without the above mentioned companies this project would not be able proceed.

In general the computer, software, and high technology industries are very competitive and new and improved methodologies and technologies always pose a threat to existing operations. At anytime those standards utilized by IFPG could become obsolete causing sales to drop in its product lines.

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

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

General domestic economic and political conditions Changes in laws and government regulations, including without limitation regulations of the Securities and Exchange Commission The availability and timing of receipt of necessary outside capital Other risk factors described from time to time in the Company's filings with the Securities and Exchange Commission.

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

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