UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~December 31, 2010

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______.

FOODFEST INTERNATIONAL 2000 INC.

(Exact name of registrant as specified in Charter)

Delaware		333-142658		74-3191757
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

26361 ~~Kendall~~CONNIE ~~St., New Haven, Connecticut 06512~~CRESENT

CONCORD, ONTARIO, CANADA, L4K 5R2

(Address of Principal Executive Offices)

_______________

(905) 709-4775

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of February ~~September 14~~22, ~~2010~~2011: 352,~~950~~350,809 shares of common stock.

FOODFEST INTERNATIONAL 2000 INC. AND SUBSIDIARY

~~FORM~~Quarterly Report on Form 10-Q for the

~~July~~Quarterly Period Ended December 31, 2010

~~INDEX~~Table of Contents

INDEX TO FINANCIAL STATEMENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of December 31, 2010 (unaudited) and June 30, 2010 (unaudited)		1
Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2010 and 2009 (unaudited):		3
Condensed Consolidated Statements of Operations for the Six Months Ended December 31, 2010 and 2009 (unaudited):		4
Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2010 and 2009 (unaudited):		5
Notes to Unaudited Condensed Consolidated Financial Statements December 31, 2010:		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3. Quantitative and Qualitative Disclosures About Market Risk		16
Item 4 Controls and Procedures		17

PART II. OTHER INFORMATION
Item 1. Legal Proceedings		17
Item 1A Risk Factors		17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3. Defaults upon Senior Securities		17
Item 4. (Removed and Reserved)		17
Item 5. Other Information		17
Item 6. Exhibits		17

Signatures		17

	Page
Balance Sheets 31 July 2010 (Unaudited) and 31 October 2009 (Audited)	F-2
Statements of Operations for the Nine Months Ended 31 July 2010 (Unaudited), Nine Months Ended 31 July 2009 (Unaudited), Three Months Ended 31 July 2010 (Unaudited), Three Months Ended 31 July 2009 (Unaudited) and for the period from incorporation, 20 September 2006 to 31 July 2010 (Unaudited)	F-3 - F-4
Statements of Cash Flows for the Nine Months Ended 31 July 2010 (Unaudited), Nine Months Ended 31 July 2009 (Unaudited) and for the period from incorporation, 20 September 2006 to 31 July 2010 (Unaudited)	F-5
Notes to Financial Statements (Unaudited)	F-6-F-9

FOODFEST INTERNATIONAL 2000 INC. AND SUBSIDIARY

~~F-1~~ CONSOLIDATED BALANCE SHEETS

~~FOODFEST~~AS ~~INTERNATIONAL~~OF ~~2000~~31 ~~INC.~~DECEMBER 2010 AND 30 JUNE 2010

(AExpressed ~~Development~~in ~~Stage~~United ~~Company~~States Dollars)

~~BALANCE SHEETS~~(Unaudited)

	31 December 2010		30 June 2010

ASSETS
Current Assets
Accounts receivable, less allowance of $160,526 (30 June 2010 - $151,601)	$	1,540,088	$	1,606,855
Inventory		2,359,737		1,418,891
Prepaid and sundry assets		5,684		93,185
Taxes recoverable		-		205
Advances to related parties		-		197,610
Total Current Assets		3,905,509		3,316,746
Long Term Assets
Property and equipment, net		376,262		331,400
Deferred income taxes		5,647		39,484
Total Long Term Assets		381,909		370,884
Total Assets	$	4,287,418	$	3,687,630

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

-1-

FOODFEST INTERNATIONAL 2000 INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

AS OF 31 DECEMBER 2010 AND 30 JUNE 2010

(Expressed in United States Dollars)

(Unaudited)

	31 December 2010		30 June 2010
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Bank indebtedness	$	1,100,511	$	1,059,948
Accounts payable and accrued liabilities		2,711,881		1,930,241
Income taxes payable		34,704		-
Loans payable		91,769		109,126
Long term debt - current portion		62,931		61,008
Obligations under capital lease - current portion		64,217		63,850
Total Current Liabilities		4,066,013		3,224,173
Long Term Liabilities
Long term debt		106,697		45,533
Obligations under capital lease		51,893		83,021
Advances from stockholders		39,945		35,949
Advances from related parties		1,392,030		1,621,955
Total Long Term Liabilities		1,590,565		1,786,458

Commitments

Stockholders' Deficit
Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued and outstanding (30 June 2010 - none issued and outstanding)		-			-
Common stock - $0.001 par value, 110,000,000 shares authorized, 52,350,809 issued and outstanding (30 June 2010 - 3,950,809 issued and outstanding)		52,351			3,951
Additional paid-in capital		601,298			649,698
Deferred stock-based compensation		(31,250	)		(93,750	)
Accumulated other comprehensive loss		(268,533	)		(214,341	)
Accumulated deficit		(1,723,026	)		(1,668,559	)
Total Stockholders' Deficit		(1,369,160	)		(1,323,001	)
Total Liabilities and Stockholders' Deficit	$	4,287,418		$	3,687,630

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

-2-

FOODFEST INTERNATIONAL 2000 INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED 31 DECEMBER

(Expressed in United States Dollars)

(Unaudited)

	2010			2009
SALES	$	3,644,914		$	2,999,049
COST OF GOODS SOLD		2,874,398			2,360,536
GROSS PROFIT		770,516			638,513
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Salaries and wages		199,069			145,683
Management fees		124,245			-
Travel		122,011			109,987
Professional fees		109,457			60,042
Interest and bank charges		98,512			44,704
Rent and occupancy costs		76,675			78,696
Office and general		48,214			36,590
Advertising and promotion		46,540			54,002
Utilities		23,532			19,588
Insurance		18,844			10,858
Telecommunications		17,949			20,229
Meals and entertainment		13,525			15,391
Repairs and maintenance		13,202			11,854
Bad debts		5,404			8,538
Depreciation		30,662			17,210
TOTAL EXPENSES		947,841			633,316
(LOSS) INCOME BEFORE TAXES		(177,325	)		5,197
Current income taxes		20,634			-
Deferred income taxes		35,424			-
NET (LOSS) INCOME	$	(233,833	)	$	5,197
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation		(18,318	)		(15,519	)
Unrealized gain on foreign exchange		27,234			-
COMPREHENSIVE LOSS		(224,917	)		(10,322	)
(LOSS) EARNINGS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.02	)	$	0.13
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		8,642,351			39,601

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

-3-

FOODFEST INTERNATIONAL 2000 INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

Unaudited

ASFOR ATTHE SIX MONTHS ENDED 31 DECEMBER

	31 July 2010 (Unaudited)			31 October 2009 (Audited)
ASSETS
Current Assets
Cash	$	450		$	129
		-			-
Total Current Assets		450			129
Total Assets	$	450		$	129
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	58,506		$	88,044
Accrued liabilities		250,000			250,000
Loans payable		78,125			65,625
Advances from related party		152,574			-
Total Current Liabilities		539,205			403,669
Total Liabilities		539,205			403,669
Stockholders' Deficit
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Capital stock, $0.001 par value, 110,000,000 shares authorized, 3,950,809 issued and outstanding (2009 – 39,601)		3,951			40
Additional paid-in capital		618,894			427,244
Notes receivable from stock issued		(47,289	)		(34,614	)
Deferred stock based compensation		(83,333	)
Deficit accumulated during the development stage		(1,030,978	)		(796,210	)
Total Stockholders' Equity (Deficit)		(538,755)			(403,540	)
Total Liabilities and Stockholders' Equity (Deficit)	$	450		$	129

(Expressed in United States Dollars)

~~The accompanying notes are an integral part to these financial statements.~~(Unaudited)

F-2

	2010			2009
SALES	$	7,390,078		$	6,064,311
COST OF GOODS SOLD		5,620,647			4,836,463
GROSS PROFIT		1,769,431			1,227,848
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Salaries and wages		428,690			349,310
Management fees		246,866			41,599
Travel		245,366			212,702
Rent and occupancy costs		153,001			149,066
Interest and bank charges		151,176			73,571
Professional fees		132,280			115,721
Office and general		96,194			65,108
Advertising and promotion		74,590			111,737
Utilities		49,444			36,557
Insurance		40,432			28,671
Telecommunications		35,378			36,599
Meals and entertainment		25,064			27,063
Repairs and maintenance		21,371			24,661
Bad debts		5,404			8,538
Depreciation		49,010			33,793
TOTAL EXPENSES		1,754,266			1,314,696
INCOME (LOSS) BEFORE TAXES		15,165			(86,848	)
Current income tax expense		34,208			-
Deferred income tax expense		35,424			79
NET LOSS	$	(54,467	)	$	(86,927	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation		(45,996	)		(91,894	)
Unrealized (loss) gain on foreign exchange		(8,186	)		38,339
COMPREHENSIVE LOSS		(108,649	)		(140,482	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.01	)	$	(2.19	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		6,296,430			39,601

~~FOODFEST~~The ~~INTERNATIONAL~~accompanying ~~2000~~notes ~~INC~~are an integral part of these financial statements.

~~(A Development Stage Company)~~-4-

~~STATEMENTS~~FOODFEST OFINTERNATIONAL ~~OPERATIONS~~2000 INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited

	For the Nine Months Ended 31 July 2010 (Unaudited)			For the Nine Months Ended 31 July 2009 (Unaudited)
REVENUE
Commission income from related companies	$	-		$	72,029
Commission income		-			-
Interest on notes receivable from shareholders		1,884			440
		1,884			72,469
EXPENSES
Officers and directors fees		-			30,000
Interest and bank charges		14,496			11,431
Overhead paid to a related party		-			105,792
General and administrative		7,639			-
Professional fees		104,081			-
Stock based compensation		41,667			6,792
Consulting		68,770			27,977
Bad debts on accounts receivable due from related parties		-			-
		236,653			186,492
NET EARNINGS (LOSS)	$	(234,769	)	$	(114,023	)
EARNINGS (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.14	)	$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		1,708,601			39,601

FOR THE SIX MONTHS ENDED 31 DECEMBER

~~The~~(Expressed ~~accompanying~~in ~~notes~~United ~~are~~States ~~an integral part to these financial statements.~~Dollars)

F-3

	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(54,467	)	$	(86,927	)
Items not requiring an outlay of cash:
Depreciation		49,010			33,793
Stock-based compensation		62,500			-
Changes in non-cash working capital:
Accounts receivable		158,073			(206,507	)
Inventory		(839,813	)		(109,244	)
Prepaid and sundry assets		91,089			-
Accounts payable and accrued liabilities		656,275			223,624
Income taxes payable		69,631			(6,771	)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		192,298			(152,032	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank indebtedness		(21,375	)		(193,693	)
Repayment of loan payable		(16,203	)		278
Proceeds from (repayment of) long-term debt		55,656			(41,338	)
Advances (to) from related parties		(97,931	)		404,705
Obligations under capital lease		(38,603	)		-
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(118,456	)		169,952
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(73,842	)		(17,920	)
CASH USED IN INVESTING ACTIVITIES		(73,842	)		(17,920	)
NET CHANGE IN CASH		-			-
CASH, BEGINNING OF PERIOD		-			-
CASH, END OF PERIOD	$	-		$	-
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash Paid During the Period for:
Interest	$	84,751		$	47,474
Income taxes	$	-		$	-

~~FOODFEST~~The ~~INTERNATIONAL~~accompanying ~~2000~~notes ~~INC~~are an integral part of these financial statements.

~~(A Development Stage Company)~~-5-

~~STATEMENTS~~FOODFEST OFINTERNATIONAL ~~OPERATIONS~~2000 INC. AND SUBSIDIARY

~~Unaudited~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

	For the Three Months Ended 31 July 2010 (Unaudited)			For the Three Months Ended 31 July 2009 (Unaudited)			For the Period from Inception, 20 September 2006 to 31 July 2010 (Unaudited)
REVENUE
Commission income from related companies	$	-		$	-		$	911,236
Interest on notes receivable from shareholders		528			-			7,804
		528			-			919,040
EXPENSES
Officers and directors fees		-			-			480,000
Rent paid to a related company		-			-			40,500
Interest and bank charges		4,386			3,269			59,532
Overhead paid to a related party		-			(4,263	)		323,748
Severance expense		-			-			171,840
General and administrative		1,145			2,646			27,148
Professional fees		83,200			11,875			199,050
Stock based compensation		39,584			-			41,667
Consulting		9,000			-			78,770
Bad debts on accounts receivable due from related parties		-			-			527,764
		137,315			13,527			1,950,019
NET EARNINGS (LOSS)	$	(136,787	)	$	(13,527	)	$	(1,030,979	)
EARNINGS (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.03	)	$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		3,950,809			39,601

FOR THE THREE AND SIX MONTHS ENDED 31 DECEMBER 2010

~~The~~(Expressed ~~accompanying~~in ~~notes~~United ~~are~~States ~~an integral part to these financial statements.~~Dollars)

~~F-4~~(Unaudited)

FOODFEST INTERNATIONAL 2000 INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

Unaudited

	For the Nine Months Ended 31 July 2010 (Unaudited)			For the Nine Months Ended 31 July 2009 (Unaudited)			For the Period from Inception, 20 September 2006 to 31 July 2010 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings (loss)	$	(234,769	)	$	(114,023	)	$	(1,030,978	)
Adjustment to reconcile net earnings to net cash used in operating activities
Issuance of common stock for services		101,437			-			111,437
Officers accrued fees forgiven		-			-			337,600
Interest on notes receivable from stock issued		(1,884	)		(4,40	)		(7,164	)
Interest accrued on loans payable		12,501			-			48,125
Changes in operating assets and liabilities:
Accounts receivable due from related parties		-			534,717			-
Accounts payable		(31,538	)		20,145			58,506
Accrued liabilities		-			(450,000	)		250,000
Prepaid and sundry assets		-			-			-
CASH FLOWS USED IN OPERATING ACTIVITIES		(154,253	)		(9,601	)		(234,474	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans payable		-			9,375			30,000
Proceeds from common stock issued		96,124			-			175,808
Advances from related party		152,574			-			152,574
Deferred offering costs		(83,333	)		-			(83,333	)
Notes receivable		(10,791	)		-			(40,125	)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		154,574			9,375			234,924
NET INCREASE(DECREASE) IN CASH		321			(226	)		450
CASH, BEGINNING OF PERIOD		129			254			-
CASH, END OF PERIOD	$	450		$	28		$	450

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

F-5

FOODFEST INTERNATIONAL 2000 INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

Unaudited

31 JULY 2010

1.	NATURE OF OPERATIONS

Foodfest International 2000 Inc. and Subsidiary ("the “Company"” or “Foodfest USA”) was incorporated on 20 September 2006 in the State of Delaware, under the name Henya Food Corp. The Company previously acted as a sales representative to broker kosher, natural and organic food products to retailers and distributors throughout Canada and to kosher retailers and distributors in the United States, Israel, Europe and Australia.

On 120 ~~February~~December ~~2009~~2010, pursuant to a share exchange agreement (the “Share Exchange Agreement”), the Company ~~effectively~~completed ~~became~~the ~~inactive~~acquisition of all the issued and outstanding shares of Foodfest International 2000 Inc. (“Foodfest Canada”), ~~after~~a ~~having~~private ~~cancelled~~company ~~all~~incorporated ~~operational~~under ~~agreements~~the ~~with~~laws ~~its~~of ~~customers~~the Province of Ontario, Canada.

OnThe 19acquisition ~~February~~of ~~2010,~~Foodfest Canada is accounted for under the ~~Company~~purchase ~~amended~~method ~~its~~as ~~articles~~a reorganization of ~~incorporation~~entities under common control, as both companies were managed by the same individuals prior to ~~change~~the ~~its~~transaction. ~~name~~The results are similar to a pooling of interests whereby the assets and liabilities were transferred at historical cost. The outstanding common stock of Foodfest ~~International~~USA ~~2000~~is ~~Inc~~accounted for at its net book value and no goodwill was recognized.

Foodfest Canada has been operating since 25 June 1987 and is in the business of importing, marketing, and distributing kosher, vegetarian, and organic food products to grocery stores in Canada and the United States.

2.	BASIS OF PRESENTATION

The ~~Company~~accompanying ~~has~~unaudited ~~earned~~interim ~~limited~~consolidated ~~revenues~~financial ~~from~~statements ~~limited~~have ~~principal~~been ~~operations~~prepared ~~and~~in ~~accordingly,~~accordance ~~the~~with ~~Company's~~accounting ~~activities~~principles ~~have~~generally ~~been~~accepted ~~accounted~~in the U.S. for asinterim ~~those~~financial ofinformation. aAccordingly, ~~"Development~~they ~~Stage~~do ~~Entity"~~not asinclude ~~set~~all ~~forth~~of inthe ~~Accounting~~information ~~Standards~~and ~~Codification~~footnotes ~~(“ASC”)~~required ~~No.~~by ~~915,~~generally ~~Development~~accepted ~~Stage~~accounting ~~Entities.~~principles ~~Among~~for ~~the~~complete ~~disclosures~~financial ~~required~~statements. byIn ~~ASC~~the ~~No.~~opinion ~~915~~of ~~are~~management, ~~that~~all ~~the~~adjustments ~~Company's~~(consisting ~~financial~~of ~~statements~~normal berecurring ~~identified~~accruals) asconsidered ~~those~~necessary offor a ~~development~~fair ~~stage~~presentation ~~company,~~have ~~and~~been ~~that~~included. Operating results for the ~~statements~~three ofand ~~operation,~~six ~~stockholders'~~months ~~equity~~ended ~~and~~31 ~~cash~~December ~~flows~~2010 ~~disclose~~are ~~activity~~not ~~since~~necessarily indicative of the ~~date~~results ofthat may be expected for the ~~Company's~~year ~~inception~~ending 30 June 2011.

~~The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the U~~3.S. ~~for~~SUMMARY ~~interim~~OF ~~financial~~SIGNIFICANT ~~information~~ACCOUNTING and with the instructions to Form 10-Q and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine month period ended 31 July 2010 are not necessarily indicative of the results that may be expected for the year ending 31 October 2010. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended 31 October 2010.POLICIES

~~3. GOING~~The ~~CONCERN~~ following is a summary of significant accounting policies followed in the preparation of these consolidated financial statements.

~~The~~Revenue Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations since inception in the amount of $991,395 and has used cash flows from operations since inception in the amount of $232,474 that raise substantial doubt as to its ability to continue as a going concern.Recognition

~~The~~Revenue ~~Company's ability to continue as a going concern~~ is ~~contingent~~recognized ~~upon~~once ~~its~~products ~~ability~~are delivered to ~~obtain~~ the ~~financing~~customer and ~~strategic~~the ~~alliances~~transfer ~~necessary to attain profitable operations. Management is pursuing various sources~~ of ~~financing~~ownership risks and ~~intends~~benefits inherent to ~~raise equity financing through a private placement with a private group of investors in~~ the ~~near~~property ~~future~~occurs. In ~~the~~Revenue ~~event the Company~~ is ~~not~~recognized ~~able~~if topersuasive ~~raise~~evidence ~~the~~of ~~necessary~~an ~~equity~~agreement ~~financing from private investors~~exists, the ~~shareholders~~sales ~~intend~~price tois ~~finance~~fixed ~~the~~or ~~Company by way of shareholder loans~~determinable, asand ~~needed,~~collectability ~~until~~is ~~profitable~~reasonably ~~operations are attained~~assured.

~~The~~We ~~financial~~promote ~~statements~~our doproducts ~~not~~with advertising, consumer incentive and trade promotions. Such programs include, ~~any~~but ~~adjustments~~are not limited to, ~~reflect~~co-operative ~~the~~advertising, ~~possible~~promotional ~~future~~discounts, ~~effects~~coupons, onrebates, ~~the~~in-store ~~recoverability~~display incentives, volume based incentives and ~~classification~~product ofintroductory ~~assets~~payments or(i.e. ~~the~~slotting ~~amounts~~fees). ~~and~~In ~~classification~~accordance ofwith ~~liabilities~~ASC ~~that~~605-50-45, ~~may~~Accounting ~~result~~for ~~from~~Consideration ~~the~~Given ~~possible~~by ~~inability~~a Vendor to a Customer or Reseller of the ~~Company~~Vendors Products, certain payments made to ~~continue~~customers asby athe ~~going~~Company, ~~concern~~including promotional sales allowances, co-operative advertising and product introductory expenditures have been deducted from revenue.

~~F-6~~Inventory

~~FOODFEST~~Inventory ~~INTERNATIONAL~~is ~~2000~~comprised ~~INC~~of finished goods that the Company intends to resell to its customers. It is valued at the lower of cost and net realizable value. Cost is determined on a first-in, first-out basis. Import cost components include customs duties and charges for freight and handling.

~~(A Development Stage Company)~~-6-

~~NOTES~~Trade ~~TO THE FINANCIAL STATEMENTS~~receivables

~~Unaudited~~The Company's accounts receivable and related allowance for doubtful accounts are analyzed in detail on a quarterly basis and all significant customers with delinquent balances are reviewed to determine future collectability. Reserves are established in the quarter in which the Company makes the determination that the account is deemed uncollectible. As at 31 December 2010 and 30 June 2010, the allowance for doubtful accounts was assessed as $160,526 and $151,601, respectively.

31Cost ~~JULY~~of ~~2010~~Products Sold

4Included in cost of sales are cost of purchases (FOB cost) and cost associated with the import of the products. ~~RECENT~~ ~~ACCOUNTING~~Import ~~PRONOUNCEMENTS~~cost components are customs entry fees levied by the country of import and the freight and handling cost to unload containers.

InIncome April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-17, Revenue Recognition – Milestone Method (Topic 605. ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. The amendments provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. The Company can recognize consideration that is contingent upon achievement of a milestone in its entirety as revenue in the period in which the milestone was achieved only if the milestone meets all criteria to be considered substantive. The amendments in ASU No. 2010-17 are effective on a prospective basis for milestones achieved in fiscal years, and interim periods within those years, beginning on or after 15 June 2010. Early adoption is permitted. The Company does not expect the adoption of this statement to have a material impact on the financial statements.Taxes

InThe ~~April~~Company ~~2010,~~accounts ~~the~~for ~~FASB~~income ~~issued~~taxes ~~ASU~~in ~~No.~~accordance ~~2010-13,~~with ~~Compensation~~Accounting –Standards ~~Stock~~Codification ~~Compensation~~ (~~Topic 718~~"ASC"): ~~Effect~~No. of740 ~~Denominating~~Income ~~the~~Taxes ~~Exercise~~which ~~Price~~prescribes ~~of a Share-Based Payment Award in~~ the ~~Currency~~use of the ~~Market~~liability inmethod ~~which~~whereby ~~the~~deferred ~~Underlying~~tax ~~Equity~~asset ~~Security~~and ~~Trades.~~liability ~~ASU~~account ~~No.~~balances ~~2010-13~~are ~~clarifies~~determined ~~that an employee share-~~based ~~payment~~on ~~award~~differences ~~with~~between anthe ~~exercise~~financial ~~price~~reporting ~~denominated~~and intax ~~the~~bases ~~currency~~ of aassets ~~market~~and inliabilities ~~which~~and aare ~~substantial~~measured ~~portion~~using of the ~~entity’s~~enacted ~~equity~~tax ~~shares trades should not be considered to contain a condition that is not a market, performance, or service condition~~rates. The ~~Therefore,~~effects anof ~~entity~~future ~~would~~changes ~~not classify such an award as a liability if it otherwise qualifies as equity. The amendments~~ in ~~this~~tax ~~ASU~~laws ~~are effective for fiscal years, and interim periods within those fiscal years, beginning on~~ or ~~after~~rates 15are ~~December 2010. Earlier application is permitted. The Company does~~ not ~~expect the adoption of this statement to have a material impact on the financial statements~~anticipated.

InUnder ~~January~~ASC ~~2010, the FASB issued ASU~~ No. ~~2010-06,~~740 ~~Fair~~income ~~Value~~taxes ~~Measurements~~are ~~and~~recognized ~~Disclosures~~for ~~(Topic 820) – Improving Disclosures about Fair Value Measurements. ASU No. 2010-06 requires an entity to disclose separately~~ the ~~amounts~~following: ofa) ~~significant~~amount ~~transfers in and out~~ of ~~Level~~tax 1payable ~~and 2 fair value measurements, and describe the reasons~~ for the ~~transfers.~~current ~~Also~~year, ~~it requires additional disclosure regarding purchases, sales, issuances~~ and ~~settlements~~b) ofdeferred ~~Level~~tax 3liabilities ~~measurements. ASU No. 2010-06 is effective for interim~~ and ~~annual~~assets ~~periods beginning after 15 December 2009, except~~ for ~~the~~future ~~additional~~tax ~~disclosure~~consequences of ~~Level~~events 3that ~~measurements,~~have ~~which~~been isrecognized ~~effective~~differently ~~for~~in ~~fiscal years beginning after 15 December 2010. The Company does not expect~~ the ~~adoption~~consolidated offinancial ~~this~~statements ~~statement~~than tofor ~~have~~tax ~~a material impact on the financial statements~~purposes.

~~In October 2009, the FASB issued ASU No. 2009~~Co-~~13,~~operative ~~Revenue~~Advertising Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after 15 June 2010. Early adoption is permitted. The Company does not expect the adoption of this statement to have a material impact on the financial statements.Allowances

FThe Company is granted advertising allowances from its suppliers in exchange for promoting the supplier's products. In accordance with ASC No. 605-750 Revenue Recognition for Customer Payments and Incentives, the consideration received from these suppliers is accounted for as a reduction of the costs of promoting the vendor's products.

~~FOODFEST~~Use ~~INTERNATIONAL~~of ~~2000 INC.~~Estimates

(AThe ~~Development~~preparation ~~Stage~~of ~~Company)~~financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results could differ from these estimates. These estimates are reviewed periodically, and, as adjustments become necessary, they are reported in earnings in the period in which they become known.

~~NOTES~~Earnings TOor ~~THE~~Loss ~~FINANCIAL~~Per ~~STATEMENTS~~Share

~~Unaudited~~The Company accounts for earnings per share pursuant to ASC No. 260 Earnings Per Share, which requires disclosure on the financial statements of "basic" and "diluted" earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and warrants for each year.

There were no dilutive financial instruments for the three and six months ended 31 ~~JULY~~December 2010.

~~5. CAPITAL STOCK~~-7-

InForeign ~~April~~Currency 2009, the Company performed a reverse-split of its common stock of 1000:1, after which the total outstanding common stock of the Company was 39,601. All references to a number of shares are stated on a post-split basis.Translation

InManagement ~~April~~has ~~2010,~~determined that the ~~Company~~functional ~~issued 12,000,~~currency ~~70,000~~of Foodfest USA is the United States dollar and ~~150,000~~the ~~shares~~functional currency of ~~common~~Foodfest ~~stock~~Canada atis ~~$0.05~~the ~~per~~Canadian ~~share~~dollar. ~~for~~The ~~various~~accounts ~~consulting,~~of ~~legal~~Foodfest ~~and~~Canada ~~accounting~~have ~~services~~been ~~rendered,~~translated ~~respectively~~into U.S. ~~The~~dollars ~~stock~~in ~~issued~~accordance ~~for~~with ~~these~~the ~~services~~provisions ~~were~~of ~~valued~~ASC atNo. ~~the~~830 ~~fair~~Foreign ~~market~~Currency ~~value~~Matters. Certain assets of ~~the~~Foodfest ~~services~~Canada ~~received~~are bydenominated in United States dollars. In accordance with the ~~Company~~provisions of ASC No. 830, transaction gains and losses on these assets and liabilities are ~~reported~~included in the ~~Statement~~determination of ~~Operations~~income ~~under~~for ~~consulting~~the relevant years. Adjustments resulting from the translation of the financial statements from their functional currencies to U.S. dollars are accumulated as a separate component of accumulated other comprehensive income and ~~professional~~have ~~fees,~~not ~~respectively~~been included in the determination of income for the relevant years.

InStock April 2010, the Company issued 2,500,000 shares of common stock at $0.05 per share to officers and directors of the Company for one year of management services from the date of issuance. The stock issued for these services were valued at the fair market value of the services to be received by the Company, and are reported as deferred stock based compensation in the Balance Sheet. One month of deferred stock based compensation has been expensed in the Statement of Operations under stock based compensation.Compensation

InThe ~~April~~Company ~~2010,~~does ~~the~~not ~~Company~~have ~~issued~~a ~~215~~formal stock option plan. However,~~180~~ we offered to some of our employees and consultants stock-based compensation in the form of shares of our common stock. atWe ~~$0.05~~account ~~per~~for ~~share~~these toissuances ~~various~~of ~~individuals,~~common stock to employees and ~~has~~consultants ~~been~~in ~~recorded~~accordance aswith ~~subscription~~ASC ~~receivable~~718, “Compensation – Stock Compensation” (“ASC 718”).

6Effective July 1, 2005, we adopted ASC 718 using the modified prospective method. ~~RELATED~~ ~~PARTY~~Under ~~TRANSACTIONS~~this method, stock compensation expense includes: compensation cost for all share-based payments granted based on the grant date fair value estimated in accordance with ASC 718 and amortized on a straight-line basis over the share-based payments’ remaining vesting period.

~~Related~~Comprehensive party transactions are in the normal course of operations and are recorded at amounts established and agreed between the related parties. Related party transactions not disclosed elsewhere in these financial statements are as follows:Income

~~During~~The Company adopted ASC No. 220, Comprehensive Income that establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is presented in the ~~nine~~consolidated ~~months~~statements ~~ended~~of 31changes ~~July~~in ~~2010~~stockholders' equity, ~~the~~and ~~Company~~consists ~~accrued~~of ~~fees~~foreign currency translation adjustments and unrealized losses on available-for-sale securities. ASC No. 220 requires only additional disclosures in the ~~officers~~financial statements and ~~directors~~does ~~totaling~~not ~~$nil~~affect ~~(nine~~the ~~months~~Company's ~~ended~~financial 31position ~~July~~or ~~2009~~results -of ~~$30,000)~~operations.

~~During the nine months ended 31 July 2010, the Company paid $nil (nine months ended 31 July 2009 - $105,792) for overhead expenses incurred on behalf of the Company.~~Leases

The Company ~~had~~leases anproperty ~~agreement~~and ~~where~~equipment itin ~~paid~~the asordinary ~~overhead,~~course ~~80%~~ of ~~its revenue to the related company~~business. ~~This~~Significant ~~fee~~lease ~~allowed~~obligations ~~the~~relate ~~Company~~to ~~the~~vehicles, ~~use~~equipment, ofand ~~the~~premises. ~~offices,~~These ~~including~~leases ~~phone,~~have ~~fax~~varying terms and ~~other~~may ~~office~~or ~~equipment~~may asnot ~~needed.~~include ~~Effective~~purchase 1or ~~February~~buyout ~~2009,~~options ~~the~~and ~~company~~guaranteed ~~controlled~~residuals. byThe ~~the~~terms ~~directors,~~of ~~with~~these ~~the~~leases ~~consent~~are ofconsidered ~~the~~when ~~Company,~~determining ~~has~~whether ~~discontinued~~a ~~the~~lease ~~agreement~~is ~~they~~classified ~~previously~~as ~~entered~~operating ~~into~~or capital.

~~During~~Assets ~~the~~under ~~nine~~capital ~~months~~lease ~~ended~~are 31capitalized ~~July~~using ~~2010,~~interest ~~various~~rates ~~payments~~appropriate ~~totaling~~at ~~$152,574~~the ~~were~~inception ~~made~~of oneach ~~the~~lease ~~Company’s~~and ~~behalf~~are byamortized aover ~~company~~their ~~controlled~~estimated byuseful lives, using the ~~directors.~~same ~~These~~method ~~amounts~~as ~~are~~similar ~~considered~~assets tothat bethe aCompany ~~loan~~owns. toThe ~~the~~present ~~Company~~value ~~which~~of isthe ~~unsecured,~~lease ~~non-interest~~payments ~~bearing,~~is ~~and~~recorded ~~due~~as ona ~~demand~~debt obligation.

7Other leases are classified as operating when lease terms are significantly shorter than the assets' economic useful lives, or minimum lease payments are significantly lower than the purchase cost of the asset. ~~LOAN~~ ~~PAYABLE~~ Management expects that in the normal course of business, these leases will be renewed, replaced with new leases, or replaced with fixed asset expenditures.

In August 2008, the Company borrowed $50,000 from Marvin Silver, a shareholder of the company, to finance operations. The loan is unsecured, bears interest at an effective rate of 25% per annum and was initially set to mature one year from the grant date. In August 2009, this loan payable of $62,500 was renewed for another year under the same terms.-8-

~~F-8~~Property and Equipment

~~FOODFEST~~Property ~~INTERNATIONAL~~and ~~2000~~equipment ~~INC~~are recorded at historical cost less accumulated depreciation. Depreciation, based on the estimated useful lives of the assets, is provided using the under noted annual rates and methods:

(A Development Stage Company)

Equipment	20% declining balance
Furniture and fixtures	20% declining balance
Vehicles	30% declining balance
Computer hardware	30% declining balance
Leasehold improvements	5 years straight line

~~NOTES~~Valuation TOof ~~THE~~Long-Lived ~~FINANCIAL STATEMENTS~~Assets

~~Unaudited~~In accordance with ASC No. 360 Property, Plant, and Equipment, long-lived assets to be held and used are analyzed for impairment whenever events or changes incircumstances indicated that the related carrying amounts may not be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset grouping over the remaining life in measuring whether the assets are recoverable. In the event such cash flows are not expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value of the asset less costs to sell. Management has assessed that there is no impairment of long-lived assets as of 31 December 2010 and 30 June 2010.

31Significant ~~JULY~~Recent ~~2010~~Accounting Pronouncements

8Other accounting standards that have been issued or proposed by the Financial Accounting Standards Board that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. ~~COMMITMENTS~~

On4. 21ADVANCES ~~January~~TO ~~2008,~~RELATED the Company entered into a settlement agreement with a former shareholder of the company whereby, in exchange for the return of 10,667 shares on 31 October, 2007, the Company agreed to pay $200,000 to the former shareholder with the following terms;PARTY

The advances to related party, Strubs Food Corp., a company under common control, are unsecured, non-interest bearing and due on demand.

5.	PROPERTY AND EQUIPMENT

	Cost		Depreciation		Net 31 December 2010 (Unaudited)		Net 30 June 2010 (Unaudited)

Equipment		536,575		346,684		189,891		206,284
Furniture and fixtures		268,055		177,637		90,418		86,729
Vehicles		64,531		19,550		44,981		2,532
Computer hardware		83,100		52,651		30,449		15,511
Leasehold improvements		787,500		766,977		20,523		20,344
	$	1,739,761	$	1,363,499	$	376,262	$	331,400

-9-

6.	BANK INDEBTEDNESS

The Company has available a $994,600 ($1,000,000 Canadian dollars) revolving operating line which bears interest at the Royal Bank of Canada prime rate plus 2.75% and is repayable on demand. This revolving loan is secured under a general security agreement covering all of the Company's assets and also secured by limited personal guarantees from the shareholders of the Company.

7. LOANS PAYABLE

	31 December 2010 (Unaudited)		30 June 2010 (Audited)

Loan payable from Kosher City – These advances are unsecured, non-interest bearing and are repayable on demand. The balance was paid in January 2011.	$	5,968	$	31,001

Loan from stockholder - In August 2008, the Company borrowed $50,000 from a stockholder of the Company to finance operations. The loan is unsecured, bears interest at an effective rate of 25% per annum and was initially set to mature one year from the grant date. In August 2009, the principle loan balance plus accrued interest, totalling $62,500 was renewed for another year under the same terms. In August 2010, the principle loan balance plus accrued interest, totalling $78,125 was renewed for another year under the same terms.		85,801		78,125

	$	91,769	$	109,126

8. LONG TERM DEBT

Each of the below loans is payable to the Business Development Bank of Canada ("BDC"), is secured by a general security agreement and limited guarantees from the stockholders of the Company and Coastal Water Seafoods Ltd (the related party described in note 11).

	31 December 2010 (Unaudited)		30 June 2010 (Unaudited)

Term loan bearing interest at a daily floating bank prime plus 1.5%, repayable monthly by principal payments of $2,150 CAD plus interest maturing on February 23, 2013.	$	55,598	$	64,625
Term loan bearing interest at a daily floating bank prime plus 4.0%, repayable monthly by principal payments of $3,450 CAD plus interest maturing on November 23, 2010.		-		16,203
Term loan bearing interest at a daily floating bank prime plus 4.0%, repayable monthly by principal payments of $1,825 CAD plus interest maturing on September 23, 2011.		16,336		25,713
Term loan bearing interest at a daily floating bank prime plus 1.5%, repayable monthly by principal payments of $1,754 CAD plus interest maturing on August 23, 2015.		97,694		-
		169,628		106,541
Less: current portion		62,931		61,008
	$	106,697	$	45,533

-10-

The Company's future commitments under this long-term debt are summarized as follows:

2011 (Six months)	$	34,188
2012		52,041
2013		38,042
2014		20,934
2015		20,934
Thereafter		3,489
	$	169,628

9. OBLIGATIONS UNDER CAPITAL LEASE

On 1 January 2010 the Company entered into a direct financing lease with Gould Leasing to construct a walk-in freezer. Under the lease agreement, the Company is obligated to make monthly payments of $4,678 for a term of 39 months. Interest is calculated at the rate implicit in the lease of 7.5%. The financing has been secured by the constructed asset.

On 1 May 2009 the Company entered into direct financing leases with Equilease Corporation and Blue Chip Leasing Corporation for computer equipment. Under these lease agreements, the Company is obligated to make monthly payments of $2,187 for a term of 36 months. Implicit interest is calculated at the Company's incremental borrowing rate of 5%. The financing has been secured by the leased computer equipment.

The Company's future commitments under these capital leases are summarized as follows:

2011 (Six months)	$	38,275
2012		69,960
2013		33,461
		141,696
Less: imputed interest		(25,586	)
		116,110
Less: current portion		(64,217	)
	$	51,893

10. ADVANCES FROM STOCKHOLDERS

On 31 December 2010, the Company had advances from its stockholders totalling $39,945 (30 June 2010 - $35,949). These advances are unsecured, non-interest bearing, and have been postponed in favour of the Royal Bank of Canada in respect of the Company's line of credit.

11. ADVANCES FROM RELATED PARTIES

Each of the below loans bear interest at the Royal Bank of Canada prime rate plus 1.5% and are repayable in monthly instalments of interest only. These loans have been postponed in favour of the Royal Bank of Canada in respect of the Company's line of credit.

	31 December 2010 (Unaudited)		30 June 2010 (Audited)

Coastal Water Seafoods Ltd. - a company controlled by one of the Company's shareholders	$	249,474	$	235,603
Canadian Triloon Corporation - a company controlled by the spouse of one of the Company's shareholders		292,594		279,396
Yael Ender - the spouse of one of the Company's shareholders		509,695		482,684
Triloon Corporation - a company controlled by shareholders of the Company		340,267		624,272
	$	1,392,030	$	1,621,955

-11-

12. CAPITAL STOCK

On 20 December 2010, in accordance with the Share Exchange Agreement as discussed in note 1, the Company issued 48,400,000 shares of common stock in exchange for all the issued and outstanding shares of Foodfest Canada.

13. COMMITMENTS

The Company's future commitments under various lease agreements including vehicles, equipment, and premises are summarized as follows:

2011 (Six months)	$	288,916
2012		588,477
2013		533,556
2014		489,586
2015		513,846
Thereafter		2,646,320
	$	5,060,701

On 21 January 2008, the Company entered into a settlement agreement with a former shareholder of the company whereby, in exchange for the return of 10,667 shares on 31 October 2007, the Company agreed to pay $200,000 to the former shareholder with the following terms:

This amount is payable one day following a restriction period of one year from the date the Company’s common stock begins to trade publicly. The funds will be raised by issuing new common shares in a private placement. As security for this transaction, the Company has placed 3,000,000 shares of its common stock in Escrow with a law firm. $200,000 has been accrued for this as severance expense. The expense has been netted against amounts forgiven by the shareholder as part of the settlement.

2) Within five business days of the Company receiving funds ~~totaling~~totalling $3,500,000 from a private placement, the Company will pay a total of $50,000 in final settlement of all obligations owed to the former shareholder. If the Company does not receive the funds from a private placement before the end of the restriction period stated in #1 above, interest at a rate of 5% per annum will accrue on the outstanding balance from the end of the restriction period. Additionally, if the Company does not receive the funds from a private placement before the end of the restriction period stated in #1 above, an amount of the shares held in Escrow valued at $50,000 shall be delivered to the shareholder. $50,000 of accrued management fees remains payable in relation to this.

~~F-9~~14. RELATED PARTY TRANSACTIONS

~~Item~~The ~~2. Management’s~~following ~~Discussion~~transactions with related parties were in the normal course of operations and ~~Analysis~~were ormeasured ~~Plan~~at the exchange value, which represented the amount of ~~Operation~~consideration established and agreed to by the parties.

As of 31 December 2010 accounts payable of $148,849 (30 June 2010 - $140,573) were due to Coastal Water Seafoods Ltd. (the related party described in note 11) and are subject to normal trade terms. In addition, management fees of $60,894 were paid to Coastal Water Seafoods Ltd during the six months ended 31 December 2010 (six months ended 31 December 2009 - $13,455).

Management fees of $73,073 were paid to Canadian Endernational Ltd. (a company controlled by one of the Company’s shareholders) during the six months ended 31 December 2010 (six months ended 31 December 2009 - $23,198). As of 31 December 2010 the Company owed $375,433 (30 June 2010 - $152,948) to Canadian Endernational Ltd. and is included in accounts payable and accrued liabilities.

-12-

Management fees of $35,399 were paid to Joe Formusa, a shareholder of the Company, for the six months ended 31 December 2010 (six months ended 31 December 2009 - $25,981).

Interest payments totalling $28,401 were accrued to related parties during the six months ended 31 December 2010 (six months ended 31 December 2009 - $21,196) on the advances described in note 11.

Rental payments totalling $153,350 were made to Triloon Corp. (the related party described in note 11) during the six months ended 31 December 2010 (six months ended 31 December 2009 - $146,047). As of 31 December 2010 the Company owed $50,945 (30 June 2010 - $49,876) to Triloon Corp. and is included in accounts payable and accrued liabilities.

The Company transacted with Strubs Food Corp. (a company under common control) during the six months ended 31 December 2010 as follows:

·	Accounts payable, subject to normal trade terms, of $129,874 as of 31 December 2010 (30 June 2010 - $1,830)

·	Rental payments received of $5,846 (six months ended 31 December 2009 - $5,567)

·	Management fees received of $109,780 (six months ended 31 December 2009 - $49,179)

·	Inventory purchases of $590,806 (six months ended 31 December 2009 - $622,844)

15. FINANCIAL INSTRUMENTS

Fair Values

The Company's financial instruments include accounts receivable and payable, bank indebtedness, income taxes recoverable and payable, loans payable, obligations under capital lease, long-term debt, advances to and from related parties, and advances from stockholders.

The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required to estimate fair value. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange. As of 31 December and 30 June 2010, the carrying amounts of the above financial instruments approximate their fair values due to the short term maturities of these instruments.

Credit Risk Management

The Company is exposed to credit risk on the accounts receivable from its customers. In order to reduce its credit risk, the Company has adopted credit policies which include the analysis of the financial position of its customers and the regular review of their credit terms.

During the six months ended 31 December 2010, the Company's three largest customers made up 66% of total revenues and 49% of total receivables (six months ended 31 December 2009 - 66% of total revenues and 56% of total receivables).

Foreign Currency Risk

Foreign currency risk arises from fluctuations in foreign exchange rates and the degree of volatility of these rates relative to the Canadian dollar, Foodfest Canada’s functional currency. Consequently, some assets, liabilities, revenues and purchases are exposed to foreign exchange fluctuations. The Company does not use derivative instruments to hedge its foreign exchange risk. However, the Company actively monitors changes in foreign exchange rates to determine if a derivative instrument may be appropriate to hedge its foreign currency risk.

Interest Rate Risk

Interest rate risk is the risk that fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk arising from fluctuations in interest rates on its bank indebtedness, advances from shareholders and related parties and long term debt.

-13-

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution Regarding Forward-Looking Information

Certain statements contained herein, including, without limitation, statements containing the words “believes”, “anticipates”, “expects” and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.

RESULTS OF OPERATIONS FOR THE ~~NINE~~THREE MONTHS ENDED 31 ~~JULY~~DECEMBER 2010 COMPARED TO THE ~~NINE~~THREE MONTHS ENDED 31 ~~JULY~~DECEMBER 2009

The following table presents the results of operations for the nine months ended 31 July 2010 as compared to the nine months ended 31 July 2009. The discussion following the table is based on these results.Sales

	For the Nine Months Ended 31 July 2010 (Unaudited)			For the Nine Months Ended 31 July 2009 (Unaudited)
REVENUE
Commission income from related companies	$	-		$	72,029
Interest on notes receivable from shareholders		1,884			440
		1,884			362,090
EXPENSES
Officers and directors fees		-			30,000
Interest and bank charges		14,496			11,431
Overhead paid to a related party		-			105,792
General and administrative		7,639			-
Professional fees		104,081
Stock based compensation		41,667			6,792
Consulting		68,770			27,977
Bad debts on accounts receivable due from related parties		-			-
		236,653			186,492
NET EARNINGS (LOSS)	$	(234,769	)	$	(114,023	)
EARNINGS (LOSS) PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.14	)	$	0.00
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		1,708,601			39,601

We had $3,644,914 in sales for the three months ended December 31, 2010 compared to $2,999,049 for the three months ended December 31, 2009. This represents a 17.7% increase. This increase is primarily due to:

1· increased market demand for Kosher, organic and natural food products;

~~Total~~· ~~Revenues~~introducing new product lines such as a new Crouton line, Soy based cream cheese line, a puff pastry line, and new Kosher poultry products from one of our main suppliers; and

We· ~~had~~new ~~$1,884~~product ~~revenue~~listings for the nine months ended 31 July 2010 and $72,469 for the nine months ended 31 July 2009. The decrease was primarily due to the current economic conditions where it became necessary to cancel our commission agreements with ~~related~~major ~~third~~retail ~~parties prior to the nine months ended 31 July 2010 whereas we previously had agreements to charge commissions during the nine months ended 31 July 2009~~chains.

~~Expenses~~Gross Profit Margin

Total ~~expenses~~cost of goods sold for the ~~nine~~three months ended December 31, ~~July~~ 2010 ~~were~~was $~~236~~2,~~653~~874,398 and our gross profit margin was 21.1% as compared to cost of goods sold of $~~186~~2,~~492~~360,536 and gross profit margin of 21.3% for the ~~period~~three months ended December 31, ~~July~~ 2009. ~~The~~Our ~~increase~~gross inprofit ~~expenses~~margin ~~was~~remained ~~due~~relatively stable as compared to ~~professional~~the ~~fees~~prior ~~incurred~~year. ~~whereas~~We ~~overhead~~have ~~and~~been ~~management~~taking ~~fees~~advantage ~~accounted~~of ~~for~~our ~~the~~supplier’s ~~expenses~~volume discounts, which resulted in ~~2009~~discounted inventory purchase costs and freight rates.

Selling, General and Administrative Expenses

Total expenses for the three months December 31, 2010 were $947,841 as compared to $633,316 for the three months ended December 31, 2009.

Wages, salaries and management fees grew as a result of wage increases and additional employees to handle the increased volume of business. The other change of note for this period is the realization of deferred stock based compensation of $31,250 which is related to management fees realized during the three months ended December 31, 2010.

Professional fees increased from $60,042 to $109,457, this was mainly due to higher audit, accounting and legal fees related to our reorganization between Foodfest Canada and Foodfest USA.

Interest and bank charges increased as a result of the settlement of a contingent liability to settle a prior lawsuit in the amount of approximately $63,000. This was a one-time non-recurring event. Posted interest rates also increased during the three months ended December 31, 2010 resulting in higher interest charges on our variable rate debt.

We incurred higher travel costs to the United States to promote our products and seek out new product lines and promote our existing products lines. The bulk of our sales are made in Canada but we are also exploring the opportunity to expand our market in the U.S. These sales will be made directly to customers in the U.S. therefore minimizing our foreign exchange risk on the Canadian dollar.

Income taxes

We recorded a current tax provision of $20,634 for the three months ended December 31, 2010 which represents taxable income in Foodfest Canada, less tax loss carry-forwards. During the three months ended December 31, 2009, Foodfest Canada had no taxable income and thus no provision for current income taxes was recorded.

We recorded a deferred tax provision of $35,424 for the three months ended December 31, 2010. This provision resulted from the difference in the carrying value of our property and equipment compared to the tax values.

-14-

Net (Loss) Earnings

Net ~~losses~~loss ~~were~~was $~~234~~233,~~769~~833 for the ~~nine~~three months ended December 31, ~~July~~ 2010, compared to net income of $~~114~~5,~~023~~197 for the ~~period~~three months ended December 31, ~~July~~ 2009. We incurred higher expenses such as salaries and wages, management fees, stock based compensation professional fees and travel costs, which all contributed to the net loss for the period.

~~Plan~~RESULTS ofOF ~~Operations~~OPERATIONS FOR THE SIX MONTHS ENDED 31 DECEMBER 2010 COMPARED TO THE SIX MONTHS ENDED 31 DECEMBER 2009

~~Fourth Quarter 2010~~Sales

We ~~continue~~had to$7,390,078 ~~seek~~in ~~out~~sales ~~new~~for ~~opportunities~~the tosix ~~enter~~months ~~into~~ended ~~new~~December ~~broker agreements representing companies with products focused on Kosher~~31, ~~organic~~2010 ~~and/or~~compared ~~natural qualities. We intend~~ to ~~raise an additional~~ $~~300~~6,~~000~~064,311 ~~through~~for ~~debt~~the orsix ~~equity~~months ~~financing~~ended toDecember ~~support~~31, ~~our~~2009. ~~sales~~This ~~and~~represents ~~marketing~~a ~~efforts~~21.8% ~~and~~increase. ~~hire~~This ~~additional~~increase ~~staff~~is ~~that~~primarily ~~will~~due ~~assist solely in expanding our broker base and specific representation in the North American market.~~to:

In· ~~addition~~increased wemarket ~~will~~demand ~~continue~~for ~~to pursue acquisitions or joint ventures with other brokerage firms, distributors and manufacturers that focus on~~ Kosher, organic and natural ~~qualities.~~food ~~If we have executed a purchase agreement to acquire such a business we will work with an investment partner to raise the financing to consummate the acquisition.~~products;

~~First~~· ~~Quarter~~introducing ~~2011~~new product lines such as a new Crouton line, Soy based cream cheese line, a puff pastry line, and new Kosher poultry products from one of our main suppliers; and

If· we have not completed the financing transaction during the last quarter we intend to close on such additional financing for working capital and corporate overhead. We will also continue to search for key personnel that will expand our current service offerings and capabilities by introducing new ~~products~~product ~~resulting~~listings ~~from~~with ~~new~~major ~~broker~~retail ~~agreements or from opportunities arising from potential acquisitions or joint ventures~~chains.

WeGross ~~also intend to actively pursue and recruit new board members with appropriate experience and skill to guide the Company’s successful growth plans.~~Profit

~~Second~~Total ~~Quarter~~cost ~~2011~~of goods sold for the six months ended December 31, 2010 was $5,620,647 and our gross profit was 23.9% as compared to cost of goods sold of $4,836,463 and gross profit of 20.2% for the six ended December 31, 2009. This increase was primarily due to a strengthening Canadian dollar as well as taking advantage of our supplier’s volume discounts, which resulted in discounted inventory purchase costs and freight rates.

WeOur ~~will~~head beoffice ~~seeking~~is ~~out~~located ~~and pursuing new broker agreements with foreign distributors or manufacturers that specialize~~ in ~~Kosher,~~Canada ~~organic~~and orour ~~natural~~functional ~~products~~currency tois ~~import these products into~~ the ~~North~~Canadian ~~American market~~dollar. ~~These~~All ~~new~~of ~~products would be added to~~ our ~~current~~purchases ~~broker/distribution~~are ~~network~~made toin ~~strengthen~~U.S. ~~the Company’s overall business plan~~dollars. ~~Concurrently,~~The weCanadian ~~will~~dollar bestrengthened ~~seeking~~compared ~~out opportunities~~ to ~~create~~the ~~broker~~U.S. ~~relationship~~dollar ~~with~~during ~~foreign~~the ~~brokerage~~six ~~firms~~months orended ~~distributors~~December to31, ~~export~~2010 ~~domestically~~as ~~produced~~compared ~~products that can fill a need in foreign markets. We would seek out~~ to ~~hire a specialist in~~ the ~~import/export~~six ~~market~~months toended ~~add~~December to31, ~~our~~2009, ~~staff~~which toresulted ~~solely assist~~ in ~~expanding~~lower ~~this~~inventory ~~new~~purchase ~~business~~costs.

~~Third Quarter~~Selling, ~~2011~~General and Administrative Expenses

~~While~~Total weexpenses ~~continually~~for ~~seek~~the ~~out~~six ~~new~~months ~~products,~~ended ~~broker~~December ~~agreements~~31, ~~and~~2010 ~~acquisitions~~were in$1,754,266 ~~the~~as ~~domestic~~compared ~~market we now are looking at foreign acquisitions or joint venture partnerships with foreign manufacturers~~ to ~~import foreign technology and establish domestic production facilities to produce domestic products previously imported. If successful this could reduce costs~~$1, ~~lead times~~314,696 ~~inventories and result in better value~~ for the ~~consumer.~~six Ifmonths ~~such~~ended ~~possibilities~~December ~~exist~~31, ~~we would work with an investment partner to raise financing to consummate such a transaction~~2009.

2Wages, salaries and management fees grew as a result of wage increases and additional employees to handle the increased volume of business. The other change of note for this period is the realization of deferred stock based compensation of $62,500 which is related to management fees realized during the six months ended December 31, 2010.

~~Capital~~Interest ~~Resources~~ and ~~Liquidity~~bank charges increased as a result of the settlement of a contingent liability to settle a prior lawsuit in the amount of approximately $63,000. This was a one-time non-recurring event. Posted interest rates also increased during the six months ended December 31, 2010 resulting in higher interest charges on our variable rate debt.

AsWe ofincurred 31higher ~~July,~~travel ~~2010,~~costs weto ~~had~~the ~~working~~United ~~capital~~States ~~deficit~~to ofpromote ~~$538,756.~~our Itproducts isand ~~the~~seek ~~intent~~out ofnew ~~management~~product lines and ~~significant~~promote ~~stockholders,~~our ifexisting ~~necessary,~~products tolines. ~~provide~~The ~~sufficient~~bulk ~~working~~of ~~capital~~our ~~necessary~~sales toare ~~support~~made ~~and~~in ~~preserve~~Canada ~~the~~but ~~viability~~we ofare also exploring the ~~corporate~~opportunity ~~entity~~to expand our market in the U.S. These ~~However,~~sales ~~there~~will isbe nomade ~~legal~~directly ~~obligation~~to ~~for~~customers ~~either~~in ~~management~~the orU.S. ~~significant~~therefore ~~stockholders~~minimizing toour ~~provide~~foreign ~~additional~~exchange ~~future~~risk ~~funding~~on the Canadian dollar.

AsIncome set forth in the notes to the financial statements, our independent auditors have expressed substantial doubt about our ability to continue as a going concern because we have no viable operations or significant assets and we are dependent upon significant shareholders to provide sufficient working capital to maintain the solvency of the corporate entity.taxes

We ~~are~~recorded ~~still~~a incurrent ~~the~~tax ~~process~~provision of ~~developing~~$34,208 ~~and~~for ~~implementing~~the ~~our~~six ~~business~~months ~~plan~~ended ~~and~~December ~~raising~~31, ~~additional~~2010 ~~capital.~~which Asrepresents ~~such,~~taxable weincome ~~are~~in ~~considered~~Foodfest toCanada, beless atax ~~development~~loss ~~stage company~~carry-forwards. During ~~Management~~the ~~believes~~six ~~that~~months ~~actions~~ended ~~presently~~December ~~being~~31, ~~taken~~2009, toFoodfest ~~obtain~~Canada ~~additional~~had ~~funding~~no ~~and~~taxable ~~implement~~income ~~its~~and ~~business~~thus ~~plan~~no ~~provide~~provision ~~the opportunity~~ for uscurrent toincome ~~continue~~taxes aswas ~~a going concern~~recorded.

We ~~anticipate~~recorded ~~that~~a ~~our~~deferred ~~operational~~tax asprovision ~~well~~of as$35,424 ~~general~~for ~~and~~the ~~administrative~~six ~~expenses~~months ~~for~~ended December 31, 2010. This provision resulted from the ~~next~~difference ~~twelve~~in ~~months~~the ~~will~~carrying ~~total~~value ~~$100,000~~of ~~for~~our property and equipment compared to the ~~following~~tax ~~expenses:~~values.

Trade Show Expenses	$	30,000
Web Development and entertainment costs	$	20,000
Finance	$	20,000
Professional fees	$	30,000

Net (Loss) Earnings

~~The~~Net ~~company~~loss ~~has~~was ~~budgeted~~ $3054,~~000~~467 for ~~expenses~~the tosix ~~attend~~months ~~trade~~ended ~~shows~~December ~~in North America~~31, ~~Europe~~2010 ~~and~~compared ~~Israel~~ to ~~source~~a ~~new~~net ~~products~~loss ~~and~~of ~~meet~~$86,927 ~~new~~for ~~principals in order to facilitate~~ the ~~expansion~~three ofmonths ~~the~~ended ~~Company’s~~December ~~core~~31, ~~business~~2009. ~~The~~Our ~~Company~~gross ~~has~~profit ~~also~~increased ~~allocated~~as ~~$20,000~~compared ~~for~~to ~~web~~the ~~development~~prior toperiod; ~~promote~~however ~~its~~this ~~services~~was inoffset ~~addition~~due to anhigher ~~allowance~~expenses ~~for~~such ~~entertainment~~as ~~costs~~salaries ~~associated~~and ~~with~~wages, ~~new~~stock ~~client~~based ~~development~~compensation and travel costs.

We do not anticipate the purchase or sale of any significant equipment. We also do not expect any significant changes in the number of employees although depending on if financing is raised we may add additional representatives. We do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the increase in overhead expense. At this time we have not entered into any agreements or negotiations with a sales and marketing entity to undertake marketing for us. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan.-15-

InLiquidity ~~the event we are not successful in reaching our initial revenue targets, additional funds may be required,~~ and weCapital would then not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business. We anticipate that depending on market conditions and our plan of operations, we would incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our consulting services to cover our operating expenses.Resources

As of December 31, 2010, we had current ratio of 0.96 to 1 or working capital deficit of $160,504. We expect to reduce our inventory levels over the next six months of our fiscal year and our accounts payable which will help to increase our working capital and fund operating activities. We will also have repaid one of our term loans by September 2011, which will help to reduce our overall debt.

Cash flows from operating activities

Cash flows from operating activities improved during the six months ended December 31, 2010 as compared to the six months ended December 31, 2009. This was mainly due to collecting a larger amount of receivables. In the prior year, due to economic conditions, a number of our customers were delaying payments to us. During the current period we experienced improved collection of our receivables.

Cash flows from investing activities

During the six months ended December 31, 2010 we purchased new delivery vehicles and upgraded our computer hardware.

Cash flows from financing activities

During the six months ended December 31, 2010 we repaid our bank indebtedness, long-term debt and obligations under capital leases as required, and as a result of improved cash flow we repaid loans due to related parties and stockholders.

We intend to raise $5,000,000 through equity financing to support our sales and marketing efforts in the North American market as well as pursue acquisitions of manufacturers and distribution based companies that focus on Kosher, organic and natural foods. We anticipate to have completed our financing goals by the end of the third quarter 2011 to enable us to continue our sales growth, introduction of new product lines, and actively pursue potential acquisitions and/or joint ventures.

We will be seeking out and pursuing foreign manufacturers that specialize in Kosher, organic and natural foods to import into the North American market. The addition of such products will further enhance the Company’s overall business plan. Concurrently we will be seeking out opportunities to export domestically produced Kosher, organic and natural foods that can fill a need in foreign markets.

While we continually seek out new products, acquisition and/or joint venture opportunities in the domestic market we will be looking at the same opportunities in foreign markets to potentially establish domestic production facilities for new products or for products previously imported. If successful this would reduce costs, lead times and reduce inventories, improve cash flow and result in better value for the customer.

We do not anticipate the purchase or sale of any significant equipment in the near future. We also do not expect any significant changes in the number of employees although depending on if financing is raised we may add additional representatives. We do not intend to increase our staff until such time as we can raise the capital or generate revenues to support the increase in overhead expense. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan.

Seasonal

The only seasonal aspect of our business is around Passover, which raises inventory levels and sales around March to April which is typically in our 3rd and 4th quarter of our fiscal year.

Off-Balance Sheet Arrangements

We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

~~Item 4T. Controls and Procedures~~-16-

~~(a) Evaluation~~Item ~~of Disclosure Controls~~4. Controls Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.Procedures

3Management is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

Our management, including our Chief Executive Officer along with our Chief Financial Officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures (bas defined in Rule 13a — 15(e) ~~Management’s~~under ~~Report~~the onExchange ~~Internal~~Act ~~Controls~~of ~~over~~1934, ~~Financial~~as ~~Reporting~~amended) as of December 31, 2010. Based upon this review and evaluation, these officers have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods required by the forms and rules of the Securities and Exchange Commission; and to ensure that the information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management including our principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There ~~has~~were ~~been~~ no ~~change~~changes in ~~the~~our ~~Company’s~~ internal control over financial reporting that occurred during the ~~quarter~~period ~~ended~~covered 31by ~~July,~~this ~~2010~~quarterly report that ~~has~~have materially affected, or isare reasonably likely to materially affect, ~~the~~our ~~Company’s~~ internal control over financial reporting.

The Company’s management, including the Company’s CEO and CAO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of 31 July, 2010.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

(c) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

WeCurrently we are ~~currently~~ not ~~involved~~aware inof any litigation ~~that~~pending ~~we believe could have a material adverse effect on our financial condition~~ or ~~results~~threatened ~~of operations. There is no action, suit, proceeding, inquiry or investigation before or~~ by ~~any court, public board, government agency, self-regulatory organization~~ or ~~body~~against ~~pending or, to~~ the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effectCompany.

Item 1A. Risk Factors

~~None~~Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. (Removed and Reserved).

None.

Item 5. Other Information.

None

Item 6. Exhibits

(a) Exhibits

31.1 Certifications of Chief Executive Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2 Certifications of Chief Financial Officer pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications of Chief Executive Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002

32.2 Certifications of Chief Financial Officer pursuant to Section 906 of Sarbanes Oxley Act of 2002

-17-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Signature	Title	Date
/s/ Henry Ender	Chief Executive Officer	14February ~~September~~22, ~~2010~~2011
Henry Ender
/s/ Fred Farnden	Chief Financial Officer	14February ~~September~~22, ~~2010~~2011
Fred Farnden

5 -18-

Filing Compare · FOODFEST INTERNATIONAL 2000 INC.