SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ~~October~~June 3130, ~~2009~~2011

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

For the transition period from ___________ to ___________

Commission ~~File~~file ~~No.~~ number 333-142658

~~HENYA FOOD~~FOODFEST ~~CORP~~INTERNATIONAL 2000 INC.

(~~Name~~Exact name of ~~small~~ ~~business~~registrant ~~issuer~~ in its charter)

DELAWARE	~~74-3191757~~	74-3191757
(State or other jurisdiction of incorporation or organization)	~~(IRS Employer Identification No.)~~	(IRS Employer Identification No.)
26 Kendall St., New Haven, Connecticut	06512
361 Connie Crescent, Concord, Ontario		L4K 5R2
(Address of principal executive offices)	~~(Zip Code)~~	(Zip Code)

(905) 709-4775

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:	Name of each exchange on which registered:
None	None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such report(s)), 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 has submitted electronically and posted on its corporate ~~website~~Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. See definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting companies in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer (Do not check if a smaller reporting company)	o	Smaller reporting company	x

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

~~Revenues for~~Aggregate ~~year~~market ~~ended~~value ~~October~~of 31the voting common stock held by non-affiliates of the registrant as of September 12, ~~2009~~2011, was: $~~73,789~~0.

~~Aggregate market~~Number ~~value~~of shares of the ~~voting~~registrant’s common stock ~~held~~outstanding ~~by non-affiliates of the registrant~~ as of January 29, 2010, was: ~~$510.35.~~52,350,809

Number of shares of the registrant’s common stock outstanding as of January 29, 2010 was: 39,601

Documents Incorporated by Reference: None.

TABLE OF CONTENTS

PART I		Page
ITEM 1.	~~DESCRIPTION OF~~ BUSINESS	1	1
ITEM 2.	DESCRIPTION OF PROPERTY		5
ITEM 1A.	RISK FACTORS	4
ITEM 3.	LEGAL PROCEEDINGS		6
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		6
ITEM 2.	PROPERTIES	9
PART II
ITEM 3.	LEGAL PROCEEDINGS	10
ITEM 5.	MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		6
ITEM 4.	(REMOVED AND RESERVED)	10
ITEM 6.	SELECTED FINANCIAL DATA	7
PART II
ITEM 7.	MANAGEMENT’S DISCUSSION OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		7
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE S OF EQUITY SECURITIES	10
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		11
ITEM 6.	SELECTED FINANCIAL DATA	10
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES		12
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	10
ITEM 9A(T).	CONTROLS AND PROCEDURES		12
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	13
PART III
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES	14
ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT		13
ITEM 9A.	CONTROLS AND PROCEDURES	14
ITEM 11.	EXECUTIVE COMPENSATION		14
ITEM 9B.	OTHER INFORMATION	14
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		15
PART III
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		16
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	16
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		17
ITEM 11.	EXECUTIVE COMPENSATION	17
PART IV
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	18
ITEM 15.	EXHIBITS		18
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	19
SIGNATURES
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	20
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	21
SIGNATURES		22

PART I

ITEM 1. ~~DESCRIPTION OF~~ BUSINESS

As used in this report, "Foodfest International 2000 Inc.", "the Company", “Foodfest USA”, “Foodfest”, "us”, “we," "our" and similar terms include Foodfest International 2000 Inc. and its subsidiaries, unless the context indicates otherwise.

Business of Issuer

~~General~~Organization

~~Henya Food~~Foodfest ~~Corp.~~USA ~~(“Henya”)~~ was incorporated on September 20, 2006 ~~under~~in the ~~laws of the~~ State of Delaware~~. We were originally formed to engage in any lawful corporate undertaking~~, ~~including,~~under ~~but~~the ~~not~~name ~~limited~~Henya ~~to,~~Food ~~selected mergers and acquisitions and helping food distributors and food processors expand their sales growth~~Corp. ~~We do not intend to undertake a reverse merger nor pursue any acquisition which involves a change in control.~~ WeOn ~~specialize~~February ~~in Kosher~~4, ~~Natural~~2010, ~~and~~the ~~Organic~~name ~~foods.~~of Wethe ~~are~~Company awas ~~multi-faceted~~changed ~~products broker, committed~~ to ~~helping~~Foodfest ~~Producers,~~International ~~Wholesalers~~2000 ~~and retailers improve their sales and return on investment~~Inc.

Acquisition of Foodfest Canada

~~Until February~~We 1,completed ~~2009,~~the ~~Henya~~acquisition ~~represented~~of ~~products~~all toof athe ~~variety~~issued and outstanding shares of ~~prospective buyers. In~~Foodfest ~~particular~~International 2000, ~~products~~Inc., ~~represented~~a ~~included:~~private ~~smoked~~company ~~salmon; salsa;~~incorporated ~~condiments;~~under ~~meat~~the ~~alternatives~~laws ~~(i.e.~~of ~~vegetarian~~Ontario, ~~chicken~~Canada ~~and~~(“Foodfest ~~beef products~~Canada”);. ~~kosher~~Closing ~~grocery~~of ~~products~~the acquisition (~~i.e.~~the ~~pizza,~~"Closing") ~~tea~~took place on December 20, ~~confectionary~~2010 ~~etc.~~(the “Closing Date”). On ~~February~~the 1Closing Date, ~~2009~~pursuant to the terms and conditions of the Share Exchange Agreement (the “Exchange Agreement”) between Foodfest USA, ~~Henya’s~~Foodfest ~~commission~~Canada, ~~agreement~~Foodfest ~~with~~Acquisition Corp (a ~~related~~wholly ~~party~~owned ~~was cancelled. On~~subsidiary ~~July~~of 31Foodfest USA incorporated under the laws of Ontario, ~~2009~~Canada) “Acquisitionco” and all the shareholders of Foodfest Canada (the “Foodfest Canada Shareholders”), ~~Henya’s~~we ~~commission~~acquired ~~agreements~~all ~~with~~the ~~another two~~outstanding ~~related~~shares ~~parties~~(the ~~were~~“Interests”) ~~cancelled.~~of ~~The~~Foodfest ~~Company~~Canada ~~does~~from ~~not~~the ~~currently~~Foodfest ~~have~~Canada ~~any customers~~Shareholders.

~~Henry Ender~~Pursuant ~~has~~to ~~been in~~ the ~~food~~Exchange ~~business~~Agreement, ~~since 1974 and co-founded~~ Foodfest ~~International~~ inCanada ~~1977. During~~became ~~this~~a ~~time~~wholly-owned ~~frame~~subsidiary ~~Mr. Ender has established working relationships with key managers and representatives~~ of ~~supermarket~~ ~~chains, foodservice establishments, distributors, manufacturers and processors in Canada,~~ the ~~United States and Israel~~Company. Mr. Ender has brought these relationships to Henya providing an established base for future growth and expansion. Through Mr. Ender, Henya has established working relationships with distributors in Canada and the United States in addition to the major supermarkets in Canada.

ItPursuant ~~is important~~ to ~~build~~the aterms ~~close~~of ~~and~~the ~~active~~Exchange ~~working relationship~~Agreement, soeach ~~that~~Foodfest ~~the~~Canada ~~products are~~shareholder ~~given~~received ~~the~~48,400 ~~necessary~~shares ~~exposure. In~~in ~~order~~the tocapital ~~ensure~~of ~~strong product~~Foodfest ~~support~~USA wefor ~~will~~each ~~work~~1 ~~with~~common ~~brokers~~share toof ~~plan~~Foodfest ~~visits~~Canada tothey ~~the~~held ~~market~~prior ~~in the future~~ to ~~make joint sales calls on buyers~~closing. ~~The~~In ~~brokers~~exchange ~~have~~for all the ~~most~~issued ~~interest, knowledge,~~ and ~~excitement~~outstanding inshares ~~their~~of ~~product(s)~~Foodfest Canada, ~~which~~we ~~should~~issued ~~be passed on to distribution partners. Products that are carried in~~ a ~~limited~~total ~~number~~ of ~~selected~~48,400,000 ~~stores~~exchangeable ~~within~~shares aof ~~supermarket~~its ~~chain~~subsidiary, orAcquisitionco ~~independent stores require a direct sales and distribution~~ (the “~~DSD~~Exchange Shares”), ~~distributor. When~~each aof ~~supermarket chain~~which ~~does~~is ~~not~~exchangeable ~~want~~into toone ~~warehouse~~share aof ~~purchased~~Foodfest ~~product,~~USA ~~which~~in isaccordance atwith the ~~discretion of~~terms ~~the~~and ~~buyer,~~conditions ~~they~~of ~~will~~the ~~request~~Exchange ~~that~~Agreement, athe ~~DSD~~Voting ~~distributor~~and beExchange ~~available~~Trust ~~to distribute~~Agreement and the ~~product. Some~~Support ~~markets~~Agreement ~~may~~entered ~~require~~into ~~that~~concurrently aat ~~broker~~Closing, and ~~distributor~~ bethe ~~used,~~provisions ~~while~~of ~~other~~the ~~areas~~Exchange ~~can~~Shares. beThe ~~most~~Exchange ~~effectively~~Shares ~~serviced~~were ~~through DSD~~issued ~~distributors.~~to Wethe ~~will~~Foodfest ~~assist~~Canada Shareholders in ~~the~~order ~~selection~~to ofminimize ~~appropriate~~or ~~distributors for~~defer ~~niche~~adverse ~~markets,~~tax inconsequences relating to the ~~future~~Closing.

~~In general~~Following Closing, ~~retail stores~~3,950,509 ~~especially~~shares ~~large~~of ~~chains,~~Foodfest ~~prefer~~USA tocommon ~~work~~stock ~~through~~are ~~DSD distributors~~issued and ~~more~~outstanding ~~so prefer to work with a full service DSD distributor which is when the distributor delivers products store by store~~ and ~~services the account. In other words~~48, ~~cleans the shelves or displays~~400,000 ~~merchandises the~~shares ~~product, hangs pricing, displays and other point~~ of ~~sale~~Foodfest ~~material~~USA ~~and~~common ~~then goes~~stock toare ~~the~~reserved ~~next account. The reason~~ for ~~this~~issuance isupon ~~because~~conversion ~~the distributor does all the work for them and because they never run out~~ of ~~product. If~~ the ~~distributor~~Exchange ~~is set up properly, the retailer will always be fully stocked with product at all times~~Shares. ~~Foodfest International 2000 Inc., as an example, is both a full service DSD distributor and a DSD distributor as requested by individual customers.~~

~~Henya will~~Voting ~~make sure the product is on the shelf, adjust shelf space, handle complaints, pull damaged product, rush through an unplanned order, handle any special promotions or displays,~~ and ~~monitor~~Exchange ~~competitor~~Trust ~~activity.~~Agreement

~~Henya intends~~As a condition of the closing of the Exchange Agreement, Foodfest USA agreed to enter into ~~broker~~a ~~agreements~~Voting and Exchange Trust Agreement (the "Trust Agreement") with ~~food~~Acquisitionco ~~processors~~and Patriquin Law, Professional Corporation (the “Trustee”). Pursuant to ~~represent~~the ~~their businesses~~terms inof the ~~food~~Trust ~~market~~Agreement, ~~and~~the ~~with~~parties ~~food~~created ~~distributors~~a trust for the benefit of the exchangeable shareholders of Acquisitionco enabling the Trustee to ~~procure~~exercise ~~new products~~certain voting rights of the Foodfest Canada Shareholders (or their designates, transferees, or assigns) until such time as they (or their designates, transferees or assigns) are issued common shares of Foodfest USA in exchange for their ~~exclusive~~Exchange ~~distribution~~Shares, and allowing the Trustee to hold certain exchange rights in ~~specific~~respect ~~markets~~of the Exchange Shares. ~~We will focus~~As ona condition of the ~~procurement~~Trust ofAgreement, ~~new~~Foodfest ~~products~~USA ~~and~~agreed ~~subsequently~~to ~~listing~~file a Certificate of ~~these products~~Designation, ineffective ~~either~~October ~~the~~22, ~~food~~2010, ~~service~~designating ora ~~retail~~class ~~sectors.~~of its preferred shares as Series A Preferred Stock (~~“Listing~~the "Special Voting Shares")” isand ~~the process~~issue ofone ~~obtaining~~Special ~~approval~~Voting ~~from~~Share to the ~~buyer~~Trustee. ~~that~~The ~~they~~Special ~~want~~Voting Share entitles the Trustee to ~~purchase~~exercise the ~~product(s)~~ ~~offered~~number ~~and~~of ~~then~~votes ~~completing~~equal to the ~~necessary~~number ~~documentation~~of soExchange ~~that~~Shares ~~the product~~issued isand ~~entered~~outstanding ~~properly~~during ~~into~~the term of the ~~purchasers~~Trust ~~data~~Agreement. ~~base~~The soTrust ~~that~~Agreement itfurther ~~scans~~sets out the ~~product~~ ~~accurately,~~terms ~~can~~and beconditions ~~received~~under atwhich the ~~purchasers’~~owners ~~location~~of ~~and~~Exchange ~~can~~Shares ~~scan~~are ~~at their~~entitled ~~checkout~~to ~~counters~~instruct the Trustee as to how to vote during any stockholder meetings of Foodfest USA.

The Trust Agreement remains in force until the date that all Exchange Shares are exchanged for common stock in the Corporation. At that time, the Special Voting Share shall be redeemed for cancellation for nominal consideration

Support Agreement and terms of Exchange Shares

The Support Agreement and the Exchange Share provisions create certain obligations for Foodfest USA, including the obligation to reserve sufficient common shares in its stock to issue to the owners of Exchange Shares, the obligation to ensure that equivalent dividends are paid to the owners of the Exchange Shares if dividends are paid on the common shares of Foodfest USA while any Exchange Shares are outstanding, and the obligation to not issue any Special Voting Shares or designate or issue any other shares in its capital that are superior to the Special Voting Shares, except with the consent of the owners of the Exchange Shares.

We will seek to expand our broker base throughout North America, Europe, Israel and Australia entering into co-broker agreements with established food brokers servicing specific food channels in identified markets.General

WeFoodfest ~~also intend~~Canada towas ~~expand~~incorporated ~~current~~in ~~operations~~Ontario, ~~through~~Canada ~~acquisitions~~on ofJune ~~established~~25, ~~food distributors~~1987 inby ~~key~~Henry ~~markets~~Ender, Chief Executive Officer and ~~through~~Fred ~~the~~Farnden, ~~investment~~President ofand ~~resources~~Chief inFinancial Officer. The company was formed to align ourselves with food ~~processors~~ ~~that~~distributors ~~specialize~~and processors specializing in ~~Kosher~~kosher, ~~Natural~~natural, orand ~~Organic~~organic ~~foods,~~food inand ~~the future~~drink to expand sales and manufacturing growth opportunities.

~~Sales~~ Foodfest is one of the largest kosher food distributors in North America and ~~Marketing~~our mission statement is simple. To be the best supplier of Kosher, natural and organic food and drink to existing and new customers through our association with associated companies and suppliers servicing retail and institutional markets in North America and globally.

~~Many companies~~Our wevision ~~currently~~is ~~represent~~to ~~and~~provide ~~prospective companies typically have~~ a ~~limited~~ ~~understanding~~state of ~~labeling~~the ~~requirements~~art ~~outside~~distribution ofchannels ~~their~~offering ~~own~~Kosher, ~~countries. This~~natural ~~can~~and ~~dramatically~~organic ~~impede~~food ~~their~~and ~~ability~~drink ~~to sell their~~ products inthrough ~~other countries~~regionally ~~throughout~~dedicated ~~the~~warehouses ~~world,~~strategically ~~limiting~~placed ~~their~~throughout ~~total~~North ~~market~~America.

InThe ~~the future,~~guiding weprinciples ~~will assist, direct, manage and generally facilitate the process to create appropriate labeling for products that~~ we ~~have~~dedicate ~~confirmed sales orders pending and approved packaging. We will create and develop a Private Label~~ to ~~be utilized~~ourselves ~~when manufacturers~~ are unable to financially commit to labeling and we have determined that the product has the necessary criteria to provide dramatic sales results. We will develop sales and marketing materials necessary to promote products to buyers. We will engage a public relations specialist to insure that we consistently and aggressively communicate products represented in the most professional manner to prospective customers, in the future.

~~The Kosher~~ü ~~Market~~Our customers are the focus of everything we do.

~~Kosher~~ü ~~is a~~Continued ~~term~~improvements ~~that applies to foods that~~ are ~~fit~~fundamental ~~for consumption by Jews in the observance of Jewish dietary law. These dietary laws originate in the Bible and have been observed by Jews for over 3,000 years. The laws relating~~ to ~~kosher foods~~everything ~~are~~we ~~detailed and intricate, but a few basics can be easily understood~~do.

~~Foods~~ü ~~in general~~We ~~can~~will benot ~~grouped~~compromise ~~into~~our ~~three broad categories:~~integrity.

1.ü ~~Innocuous:~~Employee ~~Some~~involvement ~~food~~is ~~items~~an ~~are~~integral ~~always~~part ~~acceptable~~of asour ~~kosher~~culture. ~~Generally, these would be foods like fruits and vegetables that are not further processed;~~

2.ü ~~Kosher~~Dedicated ~~when~~experienced ~~supervised: Other foods may be kosher if the ingredients and process used meet kosher definitions and when supervised by a reliable kosher authority;~~management.

3Our business vision is simple and our objectives clear – consolidate food distribution of kosher, organic and natural food and drink resources in key markets in North America. ~~Never~~Distributors ~~Kosher:~~of ~~Some~~kosher, organic and natural foods ~~may~~and ~~never~~drink beare ~~kosher~~typically small to medium sized with a strong entrepreneurial owner/manager restricted from dynamic growth due to limited access to capital markets. ~~Examples~~Foodfest ~~include~~is ~~shellfish~~focused on acquiring, merging and ~~pork~~consolidating distributors in key markets in North America. Through possible mergers and acquisitions Foodfest will be able to offer products to the Kosher and mainstream markets at the best prices possible through consolidated purchasing, ~~both~~warehousing ofand ~~which~~distribution ~~are~~while ~~prohibited~~achieving byand ~~Biblical~~maintaining ~~edict~~sound gross margins and profitability.

~~The~~Our ~~foods that~~other ~~can~~key bestrategy ~~kosher~~is ~~when~~innovation. ~~supervised~~The ~~are~~economic ~~those~~community oftoday ~~most~~is ~~concern to food processors desiring to carry kosher certification for their products~~global. ~~Contrary~~As to a ~~common myth,~~result aFoodfest ~~Rabbi~~will ~~does~~be ~~not~~searching ~~“bless”~~all afour ~~food~~corners ~~to render it kosher. To produce a kosher-certified product, all~~ of the ~~component~~globe ~~ingredients~~to ~~must~~find beand ~~kosher certified~~introduce -new ~~including~~innovative ~~any~~products ~~processing aids~~ that ~~contact~~fit ~~the~~our ~~food.~~mandate ~~The~~of ~~equipment on~~Kosher, ~~which~~organic ~~the~~or ~~product will be made must be kosher as well~~natural.

InWho ~~order to~~buys identify the finished product as kosher, many certification agencies have trademarked symbols that indicate the kosher status of a product as well as identifying the agency certifying the food. Some products intended for use only on the industrial market (not for retail sales) do not bear a kosher symbol and are certified by letter instead.Kosher?

~~In addition~~Millions of people throughout the world limit their food consumption, ~~all~~and seek out the kosher ~~food~~symbol ~~can~~to beensure ~~grouped~~their ~~into~~preferences ~~three~~are ~~categories—meat~~being addressed. According to market studies, ~~dairy~~the ~~or parve~~appeal ~~(neutral).~~for ~~Kosher~~kosher ~~law~~foods ~~prohibits~~transcends the ~~mixing~~interests of ~~meat~~any one specific ethnic group. The consumers of ethnic foods include Jews, Muslims, and ~~milk~~members of other religious denominations, sovegetarians, ~~foods~~those ~~like cheeseburgers~~with lactose intolerance, and ~~chicken~~those ~~parmesan~~that ~~are~~simply ~~unacceptable~~believe kosher is better. Millions of Muslims around the world follow a dietary regimen similar to the kosher code. Since they recognize that food products bearing a kosher symbol conform to the requirements of “Halal”, foods certified as kosher have a broad base appeal for Muslims.

1.Lactose ~~Dairy~~intolerance -afflicts ~~Milk~~millions of people. Moreover, ~~cheese~~people ~~and~~with ~~other~~allergies to dairy products ~~must~~may ~~come~~have ~~from~~ a ~~kosher~~life ~~animal~~threatening inreaction ~~order~~ to bethe ~~kosher~~most minute consumption of dairy products. ~~Milk~~Kosher ~~derivatives~~law ~~like~~requires ~~casein~~complete ~~are~~segregation ~~considered~~between milk and meat. Thus, products containing a dairy ~~when~~ingredient ~~used~~must inbear the kosher ~~foods,~~symbol ~~even~~with ~~though~~the letter “D”. Lactose intolerant consumers therefore search for the ~~USDA~~kosher ~~may~~symbol ~~classify~~because ~~them~~it asis ~~“non-~~their guarantee that the product has never come into contact with any dairy derivative.”

2.Vegetarians ~~Meat~~due -to ~~Only~~a ~~meat~~variety ~~and meat by-products from kosher species~~ of ~~animals~~considerations, ~~are~~exclude ~~permitted~~meat, poultry and ~~then~~fish ~~only~~from iftheir ~~they~~diets. ~~are~~The ~~slaughtered~~Kosher bysymbol ain ~~specially~~conjunction ~~trained~~with the “~~shochet~~Parve” ~~(ritual~~designation, ~~slaughterer).~~guarantees ~~Kosher~~that ~~species~~the ~~include~~product ~~cattle~~contains no meat, ~~sheep~~dairy, ~~chicken~~or poultry derivative and ~~turkey~~is therefore is suitable for vegetarian use.

3.From ~~Parve~~the -inception ~~Some~~of ~~foods~~the ~~are~~company, ~~inherently~~originally ~~kosher~~incorporated in ~~their~~the ~~natural~~Province ~~state~~of ~~such~~Ontario asCanada ~~fresh~~in ~~fruits~~1987 by the current shareholders and founders of Foodfest, ~~vegetables~~the company has had a singular goal – providing our customers and ~~grains~~thus the end user with more with superior quality for less. ~~These~~Foodfest ~~foods,~~name ~~produced~~has ~~without~~grown ~~meat~~to orbe ~~dairy~~synonymous ~~content~~with reliability, ~~are~~service, ~~designated~~flexibility, quality and innovation for over 25 years. Over these many years we have developed strong relationships with ~~the~~such ~~parve~~names ~~status~~as Loblaw’s, Fortinos, Zehrs, Real Canadian Super stores, No Frills, Your Independent Grocer, Sobeys, Food Basics, Foodland, IGA, Dominion, Metro, A&P, Price Choppers, Thrifty’s, Atlantic Coop, Shoppers Drug Mart, Highland Farms, Longos, Pusateri’s, Universities, Airlines, Hospitals, Bakeries, independent retailers and ~~may~~many bemore ~~eaten~~regional ~~with~~distributors. ~~either~~In ~~dairy~~all orFoodfest ~~meat~~services ~~products~~over 3000 customers coast to coast as well as regional distributors in New York State, Florida and California.

~~Passover~~As ~~Holiday~~our customers have grown our relationships with suppliers internationally have grown. Today Foodfest represents such Household brands as Zoglo-Soglowek, Elite, Wissotzky, Of Tov, Sabra, Nanuk Salmon, Dr, Praegers, Dyna Sea, and many more.

~~Passover is~~For anall ~~8-day~~the ~~holiday~~success ~~that~~achieved ~~takes~~to ~~place~~date inFoodfest regards the ~~spring~~United ~~and~~States ~~commemorates~~as ~~the~~its ~~Exodus of~~most ~~the~~promising ~~Jewish~~market ~~people~~for ~~from~~growth ~~ancient~~over ~~Egypt.~~the Itshort ~~involves~~term. Foodfest ahas ~~unique~~made ~~set~~the ofdecision ~~additional kosher~~to ~~laws.~~invest ~~During~~its ~~Passover~~sales, ~~those~~operations ~~who~~and ~~keep~~administrative ~~kosher~~infrastructure ~~refrain~~and ~~from~~regionalize ~~eating~~its ~~leavened products~~U.S. ~~Although~~operations ~~kosher~~to ~~the~~enable ~~rest~~Foodfest ofto ~~the~~expand ~~year,~~its ~~certain~~U.S. ~~grain~~customer ~~products~~base and ~~their derivatives~~to ~~may~~more ~~not~~efficiently beintroduce ~~eaten~~to ~~during~~existing ~~Passover.~~customers ~~Special~~and ~~supervision~~new iscustomers ~~mandatory for~~more ~~Passover~~of ~~production.~~our ~~Surprisingly~~existing products, ~~the~~and ~~market~~new isproducts ~~not~~our ~~limited~~company toand ~~the~~other ~~Jews~~manufacturers ~~who observe~~have developed or are in the ~~Jewish~~process ~~dietary~~of ~~laws~~developing. ~~Many~~Expanding ~~American~~our ~~consumers~~business ~~seek~~into ~~out~~the U.S. kosher, organic and natural food ~~for~~ aand ~~variety~~drink ofmarkets ~~reasons,~~will ~~ranging~~achieve ~~from~~our ~~health~~ultimate ~~and~~goal ~~quality~~of tobeing ~~religious observance.~~the Alargest kosher, ~~symbol~~organic ~~means~~and ~~much~~natural ~~more~~food ~~than~~distributor ~~adherence~~in toNorth ~~Jewish~~America ~~dietary laws.~~providing ~~Kosher~~the ~~means~~consumer ~~quality~~the best at affordable prices.

~~THE NATURAL/ORGANIC~~Mintel's ~~FOOD~~exclusive ~~MARKET~~consumer research shows that 28% of respondents have purchased a kosher product. Obviously, kosher food is not just for people who keep kosher. The products are also of interest to Muslims, Seventh Day Adventists, vegetarians, and people with food allergies. The kosher labeling system provides a clear listing of the contents of a product and identifies whether it contains dairy or meat products, which is a "value add" for vegetarian and food-allergic consumers. There is also a strong demand for kosher food because many people believe that the products are produced in cleaner environments and are "safer" than foods produced in non-kosher plants.

The ~~natural~~ kosher food market encompasses almost every segment of the food industry, ~~has~~from ~~undergone~~raw aingredients ~~significant~~(meat, ~~change~~poultry, ~~over~~and ~~the~~baking ~~last~~products, ~~decade~~for example) to processed foods and beverages. ~~The~~ ~~industry~~Any isfood noproduct ~~longer~~that ~~primarily~~is ~~made~~prepared upunder the laws of ~~small,~~kashrut ~~poorly~~(the ~~organized~~Jewish ~~producers who~~laws ~~had~~governing ~~little~~food ~~interaction~~products- ~~with~~see terms below) is considered kosher; only rabbinical law, therefore, limits the ~~consumer~~market.

~~We believe~~Almost ~~that~~all asmajor ~~the~~manufacturers ~~industry~~produce ~~matured,~~at ~~companies~~least ~~who~~some ~~wished~~food toproducts ~~remain~~that ~~competitive were~~bear ~~forced~~the tokosher ~~address~~symbol, ~~many~~including ~~facets~~Coca-Cola, ofProcter ~~their~~& ~~organizations~~Gamble, ~~including~~Frito ~~the development~~Lay, ofKraft, ~~new products~~Nabisco, ~~upgrading~~and ofGeneral ~~equipment~~Mills. ~~and~~According ~~facilities,~~to ~~investment in~~Integrated ~~market~~Marketing ~~research~~Communications (IMC), ~~increased~~a ~~communication~~New ~~with~~York ~~consumers,~~based ~~and~~marketing ~~the~~firm ~~improvement of~~serving ~~packaging~~the ~~and~~kosher ~~advertising~~market, ~~techniques.~~in In2002 some ~~cases~~75,000 ~~this~~CPG ~~has~~products ~~meant~~in ~~forming partnerships~~the orU.S. ~~alliances~~were ~~with~~kosher ~~other~~certified, ~~natural~~up ~~and~~from ~~organic~~60,000 ~~food producers~~in 2000.

~~Although organic~~Some ~~sales~~of ~~have~~the ~~experienced~~products ~~tremendous~~that ~~growth~~gain incertification ~~recent~~each ~~years,~~year are mainstays of the food industry ~~still~~, ~~represents~~and atheir ~~relatively~~certification ~~small~~adds ~~portion~~dollar ofvalue ~~total~~to ~~farming~~the ~~and~~"mainstream ~~food consumption~~kosher" market while having little overall bearing on product sales themselves. ~~Therefore~~For example, ~~the~~Nabisco ~~organic~~Oreo ~~industry~~cookies ~~has~~attained ~~quite~~kosher acertification ~~way~~in to1997, gogiving ~~before~~the ~~it accounts~~kosher ~~for~~food market a ~~significant~~$300 ~~share~~million boost (based on IRI data for sales of ~~total~~Oreos through food, drug, and mass merchandisers, calendar year 1997). However, Oreo cookie sales showed no significant dollar increase between 1996 and 1997.

~~Farmers are~~The ~~also~~kosher ~~being~~market ~~encouraged~~can tobe ~~begin~~considered ~~farming~~as ~~organic~~two ~~products~~separate tomarkets: ~~increase~~"mainstream ~~incomes as~~and ~~these~~kosher" ~~products~~and ~~command~~"ethnic ~~higher~~kosher." ~~prices~~The ~~than~~former, ~~conventional~~"mainstream ~~crops.~~and ~~The~~kosher ~~premium prices~~products," ~~that~~are ~~organic~~those foods ~~command~~that ~~may~~are becertified ~~essential~~kosher tobut ~~maintaining~~have little relevance or bearing on traditional kosher foodways. These kosher certified products are as much at home on the ~~existence~~ shelves of ~~small~~consumers ~~farms~~who have no interest in ~~developed~~kosher ~~countries~~foods as they are on the shelves of those consumers for whom the kosher symbol is important. "Ethnic kosher foods," on the other hand, are products that are "kosher by design"-such items as ~~Canada~~gefilte fish, matzo, schav and ~~the~~borscht ~~United States~~(both types of soup), and other traditional ethnic Jewish food products.

AsWhile the ~~natural~~ "mainstream and kosher" market enjoys more than $100 billion in sales, these sales may not be indicative of the "market" for kosher foods, ~~industry~~since ~~has~~a ~~continued~~minority of consumers buy these products because they are kosher, but for some other reason. On the other hand, sales of some "ethnic kosher" foods are so low that it is impossible to ~~grow~~track ~~and~~them ~~mature~~through the usual means (IRI or other scanner services). While ethnic kosher foods may be purchased by any consumer interested in Jewish food traditions, it is undeniable that the major market for these products is the consumer looking for a ~~significant~~kosher ~~number~~product. ~~of mergers~~In ~~and~~any ~~acquisitions~~case, ~~have~~it ~~helped~~is ~~consolidate~~difficult to arrive at a dollar figure that represents the "true" kosher market.

~~Key~~As ~~Factors~~a ~~Shaping~~way ~~Market Growth~~of highlighting the difference between the "mainstream and kosher" market and the "ethnic kosher" market, this report examines a representative sample of segments in which kosher and non-kosher products can be found. Segments in which kosher certification is likely to be absent or extremely limited (e.g. meat snacks) are not included.

~~In general,~~For weeach ~~believe~~of ~~that~~the ~~increased~~five ~~consumer~~segments ~~health~~analyzed ~~consciousness~~in isthis ~~the~~report ~~single most~~(cookies, ~~important~~chocolate ~~factor~~confectionery, ~~driving~~snacks, ~~the~~sugar ~~growth~~confectionery, and crackers), both total dollar sales and dollar sales of the ~~natural~~kosher ~~and~~component ~~organic~~are ~~food sectors~~given. ~~Within~~Top ~~the~~manufacturers ~~United~~in ~~States,~~each segment and ~~internationally~~their top-selling products are also itemized, ~~consumers~~and ~~have~~efforts ~~become far~~are ~~more~~made ~~aware~~to ofestimate the ~~quality~~total kosher sales of ~~what~~each ~~they~~top ~~eat,~~manufacturer. ~~the~~The ~~ingredients~~report ~~the~~also ~~foods contain,~~highlights ~~and~~(when ~~the~~possible) ~~processes~~sales ~~that~~by ~~the~~small, ~~foods~~"ethnic gokosher" ~~through~~manufacturers (ein each segment.g. ~~treatment~~Even ~~with pesticides,~~if ~~use~~sales offigures ~~antibiotic~~are ~~drugs~~not inavailable ~~animal~~for ~~feed~~these smaller manufacturers, ~~food~~their ~~irradiation)~~brands ~~before arriving~~are atdiscussed ~~the~~in ~~point-of-sale~~as much detail as possible.

WeSales ~~also believe~~of ~~that~~kosher ~~increased~~products ~~publicity~~in ~~about~~Mintel's ~~food~~five ~~scares~~segments ~~such~~increased as16.4% ~~salmonella,~~between ~~listeria,~~ 1997 and E.2002 ~~coli~~and ~~have~~are ~~also~~projected ~~aided~~to ~~sales~~increase of14% ~~natural~~through ~~and~~2007. ~~organic~~The ~~products.~~Jewish ~~However,~~population in the U.S. ~~citizens~~ ~~have~~remains ~~not~~relatively ~~reacted~~stable, asand ~~negatively~~although ~~toward~~the ~~genetically~~Islamic ~~modified~~population ~~(GM)~~continues ~~foods as~~to ~~European~~grow, ~~consumers.~~it ~~Industry~~still ~~analysts~~constitutes ~~believe~~only ~~that~~a small percentage of the U.S. ~~consumers~~population ~~are~~(see ~~more open~~Market toDrivers, ~~the~~below). ~~concept~~Vegetarians ofand GMother ~~foods~~concerned ~~because~~consumers, ~~they~~therefore, ~~have~~will drive the kosher market to a ~~higher~~greater degree ofthan ~~trust~~those ~~in government~~who ~~food~~choose ~~safety~~kosher ~~agencies~~foods ~~than~~for ~~European~~religious ~~consumers~~reasons.

~~Packaging has~~Size ~~become an important factor in the success or failure~~ of ~~natural~~Kosher ~~and~~Food organic foods. Not only do consumers look for environmentally friendly packaging materials, but many successful products have focused on packaging that is easy to carry and dispose of, as consumers of these natural and organic foods tend to be quite active.Market:

~~One factor~~The ~~that~~kosher ~~has hindered the growth of the organic~~ food ~~sector~~market is a ~~lack~~$9 ~~of consistent~~billion ~~supply.~~market ~~Improved distribution channels, production techniques and growth in the number of producers has helped reduce the number of instances of retailers running out of a product~~today. However, we believe this problem has not been completely eliminated and retailers continue to seek out producers who can not only supply a new or innovative product, but those who can supply a product consistently.

Consumer Spending for Kosher Products:

Consumers spent approximately $165 billion for kosher products in 2003, according to data compiled by Integrated Marketing Communications. In comparison, they spent $250 million on kosher products 25 years earlier.

~~Advertising~~Growth in Kosher Food Market:

~~Not surprisingly,~~The ~~since~~kosher ~~most~~food ~~companies~~market ~~are~~is ~~relatively~~enjoying ~~small,~~an ~~advertising expenditures~~annual ~~have~~growth ~~also been small. Even large companies have generally relied upon product packaging or point-~~of~~-sale~~ ~~advertising~~approximately to15 ~~inform consumers about the benefits of their products~~percent. ~~Although~~In ~~advertising is still expensive for the vast majority of producers~~comparison, ~~the~~non-kosher ~~competitive~~food ~~nature~~sales ofin ~~these~~American ~~markets~~supermarkets isare ~~forcing producers~~growing toat ~~spend~~approximately ~~more~~4 onpercent ~~advertising~~a ~~than ever before~~year.

~~Most advertising~~American ~~for~~Consumers ~~natural and organic foods is in the form~~ of ~~print~~Kosher advertising in trade magazines or store magazines. As many products are new to the market, or at least new to a significant portion of consumers, a picture of the product is a key component of a successful marketing campaign. Larger producers are also beginning to use newspaper and radio advertising in their marketing strategy.Products:

~~Coupons (particularly~~21% ~~peel-off~~of ~~stickers)~~Americans ~~and~~buy ~~in-store~~kosher ~~demonstrations~~food. ~~have~~Less ~~also~~than ~~proven~~25% ~~to be~~of ~~quite~~kosher ~~successful. These set-ups encourage~~ consumers toin ~~try~~America aare ~~product~~observant ~~at little~~Jews. to55% noof ~~cost~~America's ~~while~~kosher ~~giving~~food ~~producers~~consumers anbuy ~~excellent~~kosher ~~opportunity~~products tobecause ~~communicate with,~~they ~~and~~believe ~~get~~kosher ~~feedback~~food ~~from,~~is ~~consumers~~healthier.

~~Opportunities~~Jewish Consumers of Kosher Products:

~~We believe~~Some ~~that~~surveys ~~the~~conclude ~~U.S.~~there ~~natural~~are ~~and organic food market represents a good opportunity for Canadian exporters and that this market is experiencing strong annual growth across numerous product sectors~~5.2 Inmillion ~~most~~Jews ~~product~~in ~~categories~~America, ~~consumers~~ ~~have~~while ~~yet~~others tosay ~~establish~~there ~~brand preferences for products. Canadian producers who~~ are ~~new~~closer to ~~the~~6 ~~U.S.~~million ~~market,~~Jews ~~can~~in ~~readily~~America. ~~compete~~Only ~~with~~about ~~domestic products~~15% ~~that~~of ~~have~~American ~~already~~Jews ~~been~~keep ~~available for an extended period of time~~kosher.

~~Many U.S. retail outlets and distributors have also begun selling private~~Non-~~label, organic/natural~~Jewish ~~foods~~Consumers ~~and beverages and are actively looking for potential suppliers~~ of ~~these~~Kosher products. Retailers and distributors with private-label brands aim to have a significant number of products under one label in an attempt to generate customer loyalty, increase store margins, and offer lower-priced products to consumers.Products:

~~The organic~~80% ~~dairy~~of ~~industry~~all ~~has~~kosher ~~experienced~~food ~~one~~sales ofare ~~the~~made ~~strongest~~outside ~~growth~~ of ~~any organic food sector over~~ the ~~past~~traditional ~~few~~Jewish ~~years~~market. ~~Although~~Non-Jewish ~~this~~kosher ~~rate~~consumers ofinclude ~~growth~~health isconscience, ~~not expected~~vegetarians, tolactose ~~continue~~intolerant, ~~analysts~~Muslims, ~~predict~~Seventh ~~that~~Day ~~the~~Adventists ~~growth~~and ofother ~~the~~Christian ~~organic~~sects ~~dairy industry~~with ~~will~~dietary ~~continue to outpace the growth of the overall organic food market~~restrictions.

~~Soy products~~Kosher ~~have~~Certified been especially popular in the dairy segment. The health benefits of soy include lowering levels of LDL (the so-called "bad" cholesterol), reducing the risk of heart disease, and alleviating the symptoms of menopause.Products:

~~Organic or~~There ~~natural foods that~~ are ~~targeted~~more atthan ~~children~~100,000 ~~also~~kosher ~~represent~~certified aproducts ~~good opportunity for Canadian exporters~~today. InApproximately ~~many cases~~3,000 ~~consumers~~new ~~who~~products are ~~somewhat~~introduced ~~unwilling~~into ~~to pay~~the ~~higher~~kosher ~~prices~~market ~~for~~each ~~food~~year. ~~for~~Hebrew ~~themselves,~~National ~~believe~~sausages ~~that~~made ~~organic or natural foods are~~ of ~~better~~100% ~~quality~~beef ~~than conventional items and~~ are ~~willing~~the totop ~~pay~~selling ~~more~~kosher ~~for these~~brand ~~products~~in ~~for~~America ~~their children~~today.

~~A relatively~~Kosher ~~new~~Products ~~area~~in ~~that~~US has attracted a significant amount of consumer interest is the concept of ready-to-eat, natural or organic meals and ingredients. Retail outlets offering this type of foodservice have experienced extremely positive feedback from consumers, who have shown a willingness to pay restaurant prices for healthy, great-tasting foods that can be taken home.Supermarkets:

~~Good opportunities~~In ~~exist in~~2005, ~~but~~40% ~~are~~of ~~not~~US ~~limited~~grocery tosales were certified kosher, according to the ~~following~~Bureau ~~product categories:~~ of Census. The average number of kosher products in American supermarkets is 17,000.

·Kosher ~~meats;~~Producing Companies:

·There ~~fresh/frozen/processed~~are ~~fruits~~over ~~and~~10,000 ~~vegetables;~~kosher producing companies today.

·Kosher ~~breakfast cereals;~~Certifiers:

·There ~~healthy~~are ~~snacks;~~close to 400 kosher certifiers worldwide. 40% of the retail food products sold in the United States today bear some type of kosher certification.

~~· health bars;~~Competition

·As ~~prepared~~the ~~salads;~~company develops its business plan to grow its kosher and natural food businesses, it may face competition from other similar businesses who would sell kosher products. The kosher food industry is intensely competitive with respect to price, location and food quality, and there are other potential competitors with similar resources to Foodfest Canada. The kosher food consumer market for kosher foods is often impacted by changes in the taste and eating habits of the public, economic and political conditions affecting spending habits, population and traffic patterns. The principal bases of competition in the industry are the quality and price of the food products offered.

· prepared meals;

· condiments/sauces; and

· desserts.

Kosher, Natural & Organic

The rapid rise in the popularity of organic foods among health-conscious consumers has been paralleled by a jump in demand for products that are labeled kosher. Many Muslims, vegans and consumers who are lactose-intolerant or those suffering from other food allergies also choose kosher. You do not have to be Jewish to buy kosher these days. The rapid rise in the popularity of organic foods among health-conscious consumers has been paralleled by a jump in demand for products that are labeled kosher from individuals seeking more wholesome things to eat. Lately the two trends have intersected. That has given rise to a booming new specialty food category—kosher organic.

A number of demand factors are behind the evolution of this unique market niche. For one, there are Jews who observe “kashrut,” the strict dietary rules that determine if food is properly prepared in order to be kosher, but also are interested in the benefits of eating organically. There are health-minded members of other religions—most notably Muslims, whose own dietary Halal rules are fulfilled by food that is kosher—who are in this category, as well as Seventh-Day Adventists.

At stores like Whole Foods, it is not hard to find products with both designations on labels. They include chicken and other poultry from Wise Organic Pastures; Stoneyfield, Brown Cow and Horizon yogurt and whole milk; Evolution juices; Spectrum ground flax seeds; Nature’s Path and Arrowhead Mills cereals; and Silk Soy Milk, to name just a few. And Whole Foods’ “365” house brand features a number of kosher-organic items including whole and soy milk, tofu and a lemon beverage. These days it’s not just at a Whole Foods or a Wild Oats that you’ll find such items, but a supermarket in the Midwest may have a corner area that says kosher organic.

Some organic product manufacturers believe in the benefits of the kosher designation as a way to appeal to discerning shoppers. As an example, Italy’s Bionaturae product line premiered recently with an organic pasta that is also marked as kosher. Some brands have displayed both an organic and kosher designation for many years. Vermont-based Stoneyfield, has sold organic and kosher dairy products since 1984. Kosher consumers and the marketplace as a whole identify kosher certification with quality and value.

Kosher certification has undoubtedly impacted sales in a positive way. Wise Organic Pastures, known for its free-range organic and kosher chickens, has been using a double-certification for 15 years. Recently re-branded to attract a broader customer base (it was Wise Kosher Poultry), the firm added beef to its product line two years ago. Wise, which runs its own slaughtering plants supervised by a squad of rabbis overseeing the kosher butchers, also has many customers with gourmet tastes who buy its poultry because of its reputation for quality.

There have also been a few embarrassing missteps by companies that have certified that an organic product is kosher. The biggest faux pas involved those popular pre-packaged salad greens that have become ubiquitous in grocery stores. When food inspectors discovered many were infested with insects, it triggered quite a backlash.

The problem of insects extends beyond greens to organic produce in general. Because no pesticides are used, bugs are more likely to crop up in fruits and vegetables that are raised organically. Layering two strict sets of standards on top of each other is bound to have some pitfalls. But for the most part, the kosher organic category is likely to keep growing more popular.

Employees

~~We currently~~As ~~have~~of nothe ~~employees~~date ~~other than Henry Ender~~hereof, ~~our~~we ~~Chief~~have ~~Executive~~approximately ~~Officer, Secretary~~25 ~~and~~full-time ~~Director and Fred Farnden, our President, Chief Financial Officer and Director~~employees.

ITEM 21A. ~~DESCRIPTION~~RISK ~~OF PROPERTY~~FACTORS

~~We currently~~You ~~operate~~should ~~our~~carefully ~~business~~consider ~~from~~the ~~our~~risks ~~Canadian~~described ~~office~~below attogether ~~361~~with ~~Connie~~all ~~Crescent, Concord,~~of ~~Ontario,~~the ~~Canada~~other ~~L4K~~information ~~5R2~~included in this report before making an investment decision with regard to our securities. The Westatements ~~rented~~contained ~~the~~in ~~office~~or ~~space~~incorporated ~~for~~herein ~~$1,500~~that aare ~~month from~~not ahistoric ~~related~~facts ~~party~~are ~~for~~forward-looking astatements ~~period~~that ofare 5subject ~~years~~to ~~commencing~~risks ~~November~~and 1,uncertainties ~~2006. Effective~~that ~~February~~could 1,cause ~~2009,~~actual ~~the~~results ~~Company,~~to ~~with~~differ ~~the~~materially ~~consent~~from ofthose ~~its~~set ~~related landlord,~~forth ain ~~company~~or ~~controlled~~implied by forward-looking statements. If any of the ~~directors~~following risks actually occurs, ~~cancelled~~our ~~the~~business, ~~existing~~financial ~~rental agreement~~condition or results of operations could be harmed. NoIn ~~new~~that ~~rental~~case, ~~agreement~~you ~~has~~may ~~been~~lose ~~entered~~all ~~into~~or part of your investment.

Risks Relating to Our Business

We operate in a highly competitive industry, which may affect our profitability.

The food industry is highly competitive. We compete based on price, product innovation, product quality, brand recognition and loyalty, effectiveness of marketing, promotional activity and the ability to identify and satisfy consumer preferences.

From time to time, we may need to reduce our prices in response to competitive and customer pressures and to maintain our market share. Competition and customer pressures may also restrict our ability to increase prices in response to commodity and other input cost increases. Our results of operations will suffer if profit margins decrease as a result of a reduction in prices, increased input costs or other factors, and if we are unable to increase sales volumes to offset those profit margin decreases.

Retailers are increasingly offering retailer brands that compete with some of our products. It is important that our products provide higher value and / or quality to our consumers than less expensive alternatives. If the difference in value or quality between our products and those of retailer brands narrows, or if the perceived difference in quality narrows, then consumers may not buy our products. Furthermore, during periods of economic uncertainty, such as we continue to experience, consumers tend to purchase more retailer brands or other economy brands, which could reduce sales volumes of our products or shift our product mix to our lower margin offerings. If we are not able to maintain or improve our brand image or value proposition, it could have a material effect on our market share and our profitability.

We may also need to increase spending on marketing, advertising and new product innovation to protect existing market share or increase market share. The success of our investments is subject to risks, including uncertainties about trade and consumer acceptance. As a result, our increased expenditures may not maintain or enhance market share and could result in lower profitability.

The consolidation of retail customers, the loss of a significant customer or a material reduction in sales to a significant customer could affect our operating margins, our profitability, our net revenues and our results of operations.

Retail customers, such as supermarkets, warehouse clubs and food distributors in the U.S., the European Union and our other major markets continue to consolidate. These consolidations have produced large, sophisticated customers with increased buying power. These larger retailers, capable of operating with reduced inventories, can resist price increases and demand lower pricing, increased promotional programs and specifically tailored products. In addition, they may use shelf space currently used for our products for their own retailer brands. The consolidation of retail customers also increases the risk that a severe adverse impact on their business operations could have a corresponding material adverse effect on us. Also, our retail customers may be affected by recent economic conditions. For example, they may not have access to funds or financing and that could cause them to delay, decrease or cancel purchases of our products, or to not pay us or to delay paying us for previous purchases.

Increased price volatility for commodities we purchase may affect our profitability.

We are a major purchaser of commodities, including dairy, coffee, cocoa, wheat, corn products, soybean and vegetable oils, nuts, meat products, and sugar and other sweeteners. In addition, we use significant quantities of plastic, glass and cardboard to package our products, and natural gas for our factories and warehouses. Price volatility for commodities we purchase has increased due to conditions outside of our control, including recent economic conditions, currency fluctuations, availability of supply, weather, consumer demand and changes in governmental agricultural programs. Although we monitor our exposure to commodity prices as an integral part of our overall risk management program, continued volatility in the prices of commodities we purchase could increase the costs of our products and services, and our profitability could suffer.

If we need additional capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to limit the scope of our operations.

If adequate additional financing is not available on reasonable terms, we may not be able to undertake acquisitions of additional business or enter into other strategic alliances, and we would have to modify our business plans accordingly. There is no assurance that additional financing will be available to us.

In connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products by our competition; (iii) the amount of our capital expenditures, including acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.

In recent years, the securities markets in the United States have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, our securities can also be expected to be subject to volatility resulting from purely market forces over which we will have no control. If we need additional funding we will, most likely, seek such funding in the United States (although we may be able to obtain funding in the P.R.C.) and the market fluctuations effect on our stock price could limit our ability to obtain equity financing.

If we cannot obtain additional funding, we may be required to: (i) limit our expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.

Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are favorable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to the Units. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

Our product sales depend on our ability to predict, identify and interpret changes in consumer preferences and demand, and our ability to develop and offer new products rapidly enough to meet those changes.

Consumer preferences for food products change continually. Our success depends on our ability to predict, identify and interpret the tastes and dietary habits of consumers and to offer products that appeal to those preferences.

If we do not succeed in offering products that appeal to consumers, our sales and market share will decrease and our profitability could suffer. We must be able to distinguish among short-term fads, mid-term trends and long-term changes in consumer preferences. If we are unable to accurately predict which shifts in consumer preferences will be long-term, or if we fail to introduce new and improved products to satisfy those preferences, our sales could decline. In addition, because of our varied consumer base, we must offer a sufficient array of products to satisfy the broad spectrum of consumer preferences. If we fail to expand our product offerings successfully across product categories or if we do not rapidly develop products in faster growing and more profitable categories, demand for our products will decrease and our profitability could suffer.

Prolonged negative perceptions concerning the health implications of certain food products could influence consumer preferences and acceptance of some of our products and marketing programs. For example, recently, consumers have been increasingly focused on health and wellness, including weight management and sodium consumption. Although we strive to respond to consumer preferences and social expectations, we may not be successful in these efforts. Continued negative perceptions and failure to satisfy consumer preferences could decrease demand for our products and adversely affect our profitability.

We may not be able to consummate proposed acquisitions or divestitures successfully or integrate acquired businesses successfully.

From time to time, we may evaluate acquisition candidates that would strategically fit our business objectives. If we are unable to complete acquisitions, or integrate successfully and develop these businesses to realize revenue growth and cost savings, including recently acquired Cadbury, our financial results could be adversely affected. In addition, from time to time, we divest businesses that do not meet our strategic objectives, or do not meet our growth or profitability targets. Our profitability may be affected by either gains or losses on the sales of, or lost operating income from, those businesses. Also, we may not be able to complete desired or proposed divestitures on terms favorable to us. Moreover, we may incur asset impairment charges related to acquisitions or divestitures which may reduce our profitability. Finally, our acquisition or divestiture activities may present financial, managerial and operational risks, including diversion of management attention from existing core businesses, difficulties integrating or separating personnel and financial and other systems, adverse effects on existing business relationships with suppliers and customers, inaccurate estimates of fair value made in the accounting for acquisitions and amortization of acquired intangible assets which would reduce future reported earnings, potential loss of customers or key employees of acquired businesses, and indemnities and potential disputes with the buyers or sellers. Any of these activities could affect our product sales, financial condition and results of operations.

Legal claims, product recalls or other regulatory enforcement actions could affect our sales, reputation and profitability.

As a large food company that operates in a highly regulated, highly competitive environment with growing retailer power and a constantly evolving legal and regulatory framework around the world, we are subject to heightened risk of legal claims or other regulatory enforcement actions. Legal claims or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations could adversely affect our sales, reputation and profitability.

Further, selling products for human consumption involves inherent risks. We could be required to recall products due to product contamination, spoilage or other adulteration, product misbranding or product tampering.

We may also suffer losses if our products or operations violate applicable laws or regulations, or if our products cause injury, illness or death. In addition, our marketing could be the target of claims of false or deceptive advertising or other criticism. A significant product liability or other legal judgment or a related regulatory enforcement action against us, or a widespread product recall, may adversely affect our profitability. Moreover, even if a product liability or consumer fraud claim is unsuccessful, has no merit or is not pursued, the negative publicity surrounding assertions against our products or processes could adversely affect our sales, reputation and profitability.

We may be unable to hire or retain key personal.

The competition for qualified personal is intense and may take longer than expected to find the key personal required achieving our goals. Also, current key personal employed today can terminate their services at any time. None of our key personal has employment contracts. Failure to hire or retain key personal will restrict our growth plans.

Increased regulation could increase our costs and affect our profitability.

Food production and marketing are highly regulated by a variety of federal, state, local and foreign agencies. New regulations and changes to existing regulations are issued regularly. Increased governmental regulation of the food industry, such as proposed requirements designed to enhance food safety or to regulate imported ingredients, could increase our costs and adversely affect our profitability.

The loss of the services of our key employees, particularly the services rendered by Fred Farnden, our President and Chief Financial Officer and Henry Ender our Chief Executive Officer and Secretary, could harm our business.

Our success depends to a significant degree on the services rendered to us by our key employees. If we fail to attract, train and retain sufficient numbers of these qualified people, our prospects, business, financial condition and results of operations will be materially and adversely affected. In particular, we are heavily dependent on the continued services of Fred Farnden, Our President and Chief Financial Officer and Henry Ender our Chief Executive Officer and Secretary. The loss of any key employees, including members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industry could harm our business.

We will incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

We will incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

We may not be able to meet the accelerated filing and internal control reporting requirements imposed by the Securities and Exchange Commission resulting in a possible decline in the price of our common stock and our inability to obtain future financing.

As directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No. 33-8934 on June 26, 2008, the Securities and Exchange Commission adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. The internal control report must include a statement

●	Of management’s responsibility for establishing and maintaining adequate internal control over its financial reporting;

●	Of management’s assessment of the effectiveness of its internal control over financial reporting as of year end; and

●	Of the framework used by management to evaluate the effectiveness of our internal control over financial reporting.

While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. In the event that we are unable to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the Securities and Exchange Commission, which could also adversely affect the market price of our securities and our ability to secure additional financing as needed.

Risks Relating to Our Securities

In order to raise sufficient funds to expand our operations, we may have to issue additional securities at prices which may result in substantial dilution to our shareholders.

If we raise additional funds through the sale of equity or convertible debt, our current stockholders’ percentage ownership will be reduced. In addition, these transactions may dilute the value of our securities outstanding. We may have to issue securities that may have rights, preferences and privileges senior to our common stock. We cannot provide assurance that we will be able to raise additional funds on terms acceptable to us, if at all. If future financing is not available or is not available on acceptable terms, we may not be able to fund our future needs, which would have a material adverse effect on our business plans, prospects, results of operations and financial condition.

We are not likely to pay cash dividends in the foreseeable future.

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any cash dividends in the foreseeable future, but will review this policy as circumstances dictate. Should we determine to pay dividends in the future, our ability to do so will depend upon the receipt of dividends or other payments from our PRC operating subsidiary may, from time to time, be subject to restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S. dollars or other hard currency and other regulatory restrictions.

Our common stock is quoted on the OTC bulletin board which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTC Bulletin Board. The OTC Bulletin Board is a significantly more limited market than the New York Stock Exchange or NASDAQ system. The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

There is limited liquidity on the OTCBB.

When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood of one's orders for shares of our Common Stock being executed, and current prices may differ significantly from the price one was quoted at the time of one's order entry.

Our common stock is thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Currently our Common Stock is quoted in the OTC Bulletin Board market and the trading volume we will develop may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in Bulletin Board stocks and certain major brokerage firms restrict their brokers from recommending Bulletin Board stocks because they are considered speculative, volatile and thinly traded. The OTC Bulletin Board market is an inter-dealer market much less regulated than the major exchanges and our Common Stock is subject to abuses, volatility and shorting. Thus there is currently no broadly followed and established trading market for our Common Stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.

The trading volume of our Common Stock has been and may continue to be limited and sporadic. As a result of such trading activity, the quoted price for our Common Stock on the OTC Bulletin Board may not necessarily be a reliable indicator of its fair market value.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our Common Stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our Common Stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our Common Stock.

Our common stock may be classified as a “penny stock” as that term is generally defined in the securities exchange act of 1934 to mean equity securities with a price of less than $5.00. As such our common stock would be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

We may be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to its customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our Common Stock, which in all likelihood would make it difficult for our stockholders to sell their securities.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. This classification would severely and adversely affect any market liquidity for our Common Stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve a person's account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

•	The basis on which the broker or dealer made the suitability determination, and
•	That the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and commission payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock, if and when our common stock becomes publicly traded. In addition, the liquidity for our common stock may decrease, with a corresponding decrease in the price of our common stock. Our Common Stock, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their common stock.

Listing Our Stock on Markets Other than the OTCBB could be costly for us

Our common stock is currently quoted and trades on the OTCBB in the United States. The OTCBB is operated by Financial Industry Regulatory Authority, Inc. (“FINRA”). In the future, we may file an application to be quoted on the NASDAQ Stock Exchange or another national securities exchange (collectively, an “Exchange”). Unlike the OTCBB, every Exchange has corporate governance and other public interest standards, which we will have to meet. Such standards and regulations may restrict our capital raising or other activities by requiring stockholder approval for certain issuances of stock, for certain acquisitions, and for the adoption of stock option or stock purchase plans.

The Exchange will require that a majority of the members of our Board of Directors be independent directors as defined by the Exchange. The independent directors must have regularly scheduled meetings at which only independent directors are present. Compensation of our chief executive officer must be determined, or recommended to the Board of Directors for determination, either by (i) a majority of the independent directors, or (ii) a compensation committee comprised solely of independent directors, and the chief executive officer cannot be present during voting or deliberations. Compensation of our other executive officers must be determined, or recommended to the Board of Directors either by (i) a majority of the independent directors, or (ii) a compensation committee comprised solely of independent directors. Director nominees must either be selected, or recommended for selection by the Board of Directors either by (i) a majority of the independent directors, or (ii) a nominations committee comprised solely of independent directors. The nominations process must be set forth in a formal written charter or a Board of Directors’ resolution.

In addition, the audit committee will have to be composed of at least three (3) members, all of whom are independent as defined by the Exchange and under SEC Rule 10A-3(c), and who have not participated in the preparation of the financial statements of us or any subsidiary of us during the past three (3) years. One member of the audit committee must have specified employment experience in finance or accounting. Accordingly, we would have to appoint three independent directors to serve on our audit committee and one of those audit committees members would need the required experience in finance and accounting.

ITEM 1B. UNRESEOLVED STAFF COMMENTS

None

ITEM 2.

PROPERTIES

We currently operate our business from our Canadian office at 361 Connie Crescent, Concord, Ontario, Canada L4K 5R2. We rented the office space from a related party for a period of 15 years commencing July 1, 2005.

ITEM 3.

LEGAL PROCEEDINGS

WeIn ~~are not~~May ~~presently~~2011, Foodfest Canada initiated a claim against one of its suppliers for $3,475,000 for breach of the distribution agreement between the two parties. The supplier has counterclaimed against Foodfest Canada for failure to ~~any~~pay ~~litigation~~a series of outstanding invoices which total approximately $1,000,000. ~~nor~~The tofull ~~our~~amount ~~knowledge~~of these invoices are included in accounts payable as of 30 June 2011, less certain credits which are in also dispute. At present, both parties have exchanged pleadings and ~~belief~~have agreed to participate in a mediation which is ~~any litigation~~scheduled ~~threatened~~to ortake ~~contemplated~~place at the end of November 2011. Management expects a reasonable settlement will be achieved through the mediation.

ITEM 4. ~~SUBMISSION~~(REMOVED OFAND ~~MATTERS TO A VOTE OF SECURITY HOLDERS~~RESERVED)

None.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, ~~AND~~ RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE S OF EQUITY SECURITIES

NoOur ~~Public~~common ~~Market~~stock is quoted for ~~Common Stock~~trading on the OTCBB under symbol “FDFT.” There has been minimal trading to date.

Our common stock is currently trading on the Over-The-Counter Bulletin Board under the symbol “HNYZ.” There has never been an active public market for shares of our common stock and trading has been characterized by low volume and high volatility.

Penny Stock

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading, and about commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Holders

As of ~~January~~ ~~29,~~the ~~2009~~date hereof, 3952,~~601~~350,809 shares of common stock are issued and outstanding. There ~~and held~~are by approximately 70 shareholders. ~~Holders~~ of our common stock ~~are entitled to one vote for each share on all matters submitted to a stockholder vote~~.

~~Holders of~~Dividend ~~common stock do not have cumulative voting rights.~~Policy

~~Therefore, holders~~We ofcurrently ado ~~majority~~not ofanticipate ~~the~~paying ~~shares~~any ofcash ~~common~~dividends ~~stock~~in ~~voting for~~ the ~~election~~foreseeable ~~of directors~~future ~~can~~on ~~elect all of the directors. Holders of~~ our common stock ~~representing~~. aAlthough ~~majority~~we ofintend ~~the~~to ~~voting~~retain ~~power of~~ our ~~capital stock issued and outstanding and entitled to vote~~earnings, ~~represented~~if ~~in person or by proxy~~any, ~~are necessary~~ to ~~constitute~~finance athe ~~quorum~~exploration atand ~~any~~growth ~~meeting~~ of our ~~stockholders.~~business, Aour ~~vote~~Board ~~by the holders~~ of aDirectors ~~majority~~will ofhave ~~our~~the ~~outstanding~~discretion ~~shares is required~~ to ~~effectuate certain~~declare ~~fundamental~~and ~~corporate~~pay ~~changes~~dividends ~~such~~in asthe ~~liquidation, merger or an amendment to our Articles of Incorporation~~future.

Although there are no provisions in our charter or by-laws that may delay, defer or prevent a change in control, we are authorized, without shareholder approval, to issue shares of preferred stock that may contain rights or restrictions that could have this effect.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

The issued and outstanding shares of our Common Stock were issued in accordance with the exemptions from registration afforded by Section 4(2) of the Securities Act of 1933.

Dividends

Since inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

~~Recent~~In ~~Sales~~the event that any dividends are declared and/or paid while any Exchange Shares are issued and outstanding, we must pay an equal dividend per Exchange Share calculated on a share for share basis with the total number of ~~Unregistered Securities~~issued and outstanding common shares in the stock of Foodfest USA as of the date the dividend is declared, all in accordance with the terms of the Support Agreement and the provisions of the Exchange Shares.

In April 2009, the Company’s Board of Directors approved a 1000:1 reverse stock split. The reverse stock split was effective on July 2, 2009. All share and per share amounts used in the Company’s financial statements have been restated to reflect the 1000 for 1 reverse stock split.

ITEM 6.

SELECTED FINANCIAL DATA

Not ~~applicable~~ required.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OROF ~~PLAN~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Caution Regarding Forward-Looking Information

Certain statements contained herein, including, without limitation, statements containing the words “believe(s)”, “anticipate(s)”, “expect(s)” 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.

Given these uncertainties, readers of this prospectus and investors are cautioned not to place undue reliance on such forward-looking statements.

~~Business Overview~~10

WeRESULTS ~~were incorporated~~OF onOPERATIONS ~~September~~FOR ~~20,~~THE ~~2006~~YEAR ~~under~~ENDED ~~the~~JUNE ~~laws of the State of Delaware. We were originally formed to engage in any lawful corporate undertaking~~30, ~~including, but~~2011 ~~not~~COMPARED ~~limited~~TO ~~to,~~THE ~~selected~~YEAR ~~mergers~~ENDED ~~and~~JUNE acquisitions and helping food distributors and food processors expand their sales growth. We do not intend to undertake a reverse merger nor pursue any acquisition which involves a change in control. We specialize in Kosher30, ~~Natural and Organic foods. We are a multi-faceted products broker, committed to helping Producers, Wholesalers and retailers improve their sales and return on investment.~~2010

	For the Year Ended 30 June 2011			For the Year Ended 30 June 2010

REVENUE	$	15,309,633		$	12,970,385
COST OF GOODS SOLD		12,288,339			10,449,687
		3,021,294			2,520,698
EXPENSES
General and administrative		2,383,008			1,902,166
Selling and delivery		709,097			688,552
Interest and financing charges		298,653			90,341
		3,390,758			2,681,059
NET (LOSS) BEFORE TAXES	$	(369,464	)	$	(160,361	)
Current income taxes (recovery)		-			-
Deferred income taxes (recovery)		(25,688	)		(9,688	)
NET LOSS		(343,776	)		(150,673	)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation		(93,246	)		(81,008	)
Unrealized gain (loss) on foreign exchange		(20,751	)		39,765
COMPREHENSIVE INCOME (LOSS)		(457,773	)		(29,900	)

Until February 1, 2009, Henya represented products to a variety of prospective buyers. In particular, products represented included: smoked salmon; salsa; condiments; meat alternatives (i.e. vegetarian, chicken and beef products); kosher grocery products (i.e. pizza, tea, confectionary etc.). On February 1, 2009, Henya’s commission agreement with a related party was cancelled. On July 31, 2009, Henya’s commission agreements with another two related parties were cancelled. The Company does not currently have any customers.

RESULTS OF OPERATIONS FOR THE YEAR ENDED OCTOBER 31, 2009 COMPARED TO THE YEAR ENDED OCTOBER 31, 2008

	For the Year Ended 31 October 2009		For the Year Ended 31 October 2008
REVENUE
Commission income from related companies	$	72,029	$	422,675
Interest on notes receivable from shareholders		1,760		1,760
		73,789		424,435
EXPENSES
Officers and directors fees		30,000		120,000
Rent paid to a related company		4,500		18,000
Interest and bank charges		14,704		22,285
Overhead paid to a related party		57,623		169,070
General and administrative		15,658		3,755
Professional fees		36,769		40,200
Bad debts		527,764		-
		687,018		373,310
NET (LOSS) EARNINGS	$	(613,229)	$	51,125

Total Revenues

We had revenues of $7315,~~789~~309,633 for the year ended ~~October~~June 3130, ~~2009~~2011 and $~~424~~12,~~435~~970,385 for the year ended ~~October~~June 3130, ~~2008~~2010. ~~The~~ This ~~decrease~~represents ~~was~~an ~~primarily~~18% due to the current economic conditions where it became necessary to cancel our commission agreements with related third parties in the second and third quarters of the year ended October 31, 2009 whereas we had agreements to charge 5increase.0% This ~~commissions~~increase ~~for~~is ~~the~~primarily ~~year~~due ~~ended October 31, 2008.~~to;

-	increased market demand for Kosher, organic and natural food products

-	introducing new product lines such as a new crouton line, soy based cream cheese line and a puff pastry line and new Kosher poultry products from one of our main suppliers

-	new product listings with major retail chains.

Gross Profit Margin

The cost of goods sold for the year ended June 30, 2011 was $12,288,339 and the gross margin was 19.7%. For the year ended June 30, 2010, cost of goods sold was $10,449,687 and the gross margin was 19.4%. Our gross margin increased slightly because revenue increased at a slightly higher rate (18%) than cost of goods sold increased (17.5%). The consistency in gross margin is a result of having a strong and stable Canadian dollar. Our head office is in Canada and our functional currency is the Canadian dollar while the majority of our purchases are in U.S. dollars so the continued strength in the Canadian dollar has resulted in lower inventory purchase costs.

Expenses

Total expenses for the year ended ~~October~~June 3130, ~~2009~~2011 were $~~687~~3,~~018~~390,758 as compared to $~~373~~2,~~310~~681,059 for the year ended ~~October~~June 3130, ~~2008~~2010. ~~The~~Wages, salaries and management fees grew as a result of wage increases and additional employees to handle the increased volume of business. We also incurred an increase in ~~expenses~~professional ~~was~~fees ~~due primarily~~of $112,000, mainly related to the acquisition of Foodfest Canada and reorganization. Interest and bank charges increased as a ~~bad~~result ~~debt~~of ~~provision~~the settlement of ~~527,764~~a ~~compared~~contingent liability to settle a ~~bad~~prior ~~debt~~law ~~provision~~suit of approximately $~~nil~~63,000. ~~for~~This was a one- time non-recurring event. Posted interest rates also increased during the ~~year~~twelve months ended ~~October~~June 30, 2011 resulting in higher interest charges on our variable rate debt. The other factor of note for this period is the realization of deferred stock based compensation of $93,750 and $31,250 ~~2008~~which is related to management fees during the twelve months ended June 30, 2011 and 2010, respectively.

We incurred higher travel costs to the United States to promote our products and seek out new product lines. The bulk of our sales are 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

Deferred income tax recovery was increased $25,688 to account for the tax loss incurred for the year ended June 30, 2011. Deferred income tax recovery was increased $9,688 to account for the tax loss incurred for the year ended June 30, 2010.

Net (Loss) Earnings

Net ( loss) ~~earnings~~was ~~were~~ $~~(613~~369,~~229)~~464 for the year ended ~~October~~June 3130, ~~2009~~2011, compared to $51160,~~125~~361 for the year ended ~~October~~June 3130, ~~2008~~2010. Incurring increased expenses such as professional fees, interest, salaries, wages and management fees and travel costs all contributed to reduced net earnings. Overall our consolidated operations are at a loss because of the professional fees and other expenses incurred in Foodfest USA, mainly related to us attaining a status as a public company listed on the Over-The-Counter Bulletin Board. These expenses included consulting, accounting, audit, legal and stock based compensation. We expect to realize profits in future periods as our sales continue to grow in our subsidiary, Foodfest Canada.

Capital Resources and Liquidity

As of ~~31 October~~June 30, ~~2009~~2011, we had negative working capital of ~~approximately~~ $~~403~~606,~~540. It~~027 isand ~~the~~as ~~intent~~ of ~~management~~June ~~and significant stockholders~~30, if2010 ~~necessary,~~we ~~to provide~~had ~~sufficient~~a negative working capital ~~necessary to support and preserve the integrity~~ of ~~the corporate entity~~$92,572. ~~However,~~The ~~there~~biggest isfactor noin ~~legal~~the ~~obligation~~decreased ~~for either~~working ~~management~~capital orwas ~~significant~~the ~~stockholders~~increase toin ~~provide~~the ~~additional~~inventory ~~future funding~~balance. ~~Should this pledge fail to provide financing, we have not identified any alternative sources.~~

AsThe ~~set forth~~Company intraditionally ~~the~~funded ~~notes~~its toworking ~~the~~capital ~~financial~~requirements ~~statements~~through bank loans and credit facilities, ~~our~~shareholder ~~independent~~advances ~~auditors~~and related party loans. Throughout the last year we have ~~expressed~~ ~~substantial~~experienced ~~doubt~~rapid ~~about~~growth ~~our~~and ~~ability~~it has become increasingly difficult to ~~continue~~finance asreceivables aand ~~going~~inventories ~~concern because~~through wethese ~~have~~traditional nomeans ~~viable~~of ~~operations~~financing. orIn ~~significant~~order ~~assets~~to finance our increasing receivables and inventories, we are ~~dependent upon~~offering ~~significant~~our ~~shareholders~~company stock to ~~provide~~the ~~sufficient~~general ~~working~~public. To ~~capital~~date tono ~~maintain the~~such ~~solvency~~financing ofhas ~~the~~been ~~corporate~~secured ~~entity~~and we have been relying on cash flows from operations to finance our working capital.

8Cash flows from operating activities were $313,003 for the year ended June 30, 2011 compared to ($566,171) for the year ended June 30, 2010. The biggest factor in the increase was an increase in accounts payable of $792,629.

WeCash ~~are still~~flows infrom ~~the~~financing ~~process~~activities ofwere ~~developing~~($203,940) ~~and~~for ~~implementing~~the ~~our~~year ~~business~~ended ~~plan~~June ~~and raising~~30, ~~additional~~2011 ~~capital.~~compared Asto ~~such~~$787,051 wefor ~~are~~the ~~considered~~year toended beJune a30, ~~development stage company~~2010. ~~Management~~The ~~believes~~biggest ~~that~~factor ~~actions~~in ~~presently~~the ~~being~~decrease ~~taken~~was torepayment ~~obtain additional~~of ~~funding~~advances ~~and~~from ~~implement~~related ~~its~~parties ~~business~~and ~~plan~~repayment ~~provide~~of ~~the~~obligations ~~opportunity~~under ~~for us~~capital ~~to continue as a going concern~~lease.

~~The Company~~Cash ~~will~~flows ~~attempt~~from toinvesting ~~raise~~activities ~~additional~~were ~~financing~~($85,600) for ~~working~~the ~~capital~~year ~~to support~~ended ~~sales~~June ~~and marketing efforts in other regions. However~~30, ~~completion~~ of2011 ~~our~~compared ~~plan of operation is subject~~ to ~~attaining~~($213,069) ~~adequate~~for ~~revenue. We cannot assure investors that adequate revenues will be generated. In~~ the ~~absence of~~year ~~our~~ended ~~projected~~June ~~revenues~~30, we2010. ~~may~~This beis ~~unable~~due to ~~proceed~~a ~~with~~decrease ~~our~~in ~~plan of operations. Even without significant revenues within~~ the ~~next~~acquisition ~~twelve~~of ~~months,~~capital ~~we still~~property ~~anticipate~~which ~~being~~was ~~able~~minimal toin ~~continue~~the ~~with~~year ~~our~~ended ~~present~~June ~~activities~~30, ~~but~~2011 weand ~~may require~~was ~~financing~~as ~~to potentially achieve our goal of profit, revenue and growth~~planned.

We ~~anticipate~~ ~~that~~do ~~our~~not ~~operational~~have asany ~~well~~significant asplanned ~~general~~capital ~~and~~acquisitions ~~administrative~~within ~~expenses for~~ the next twelve months ~~will total $100,000 for the following expenses:~~.

Trade Show Expenses	$	30,000
Web Development and Entertainment Costs	$	20,000
Finance	$	20,000
Professional fees	$	30,000

The Company has budgeted $30,000 for expenses to attend trade shows in North America, Europe, and Israel to source new products and meet new principals in order to facilitate the expansion of the Company’s core business. The Company has also allocated $20,000 for web development to promote its services in addition to an allowance for entertainment costs associated with new client development.

During the fiscal year ended 31 October, 2009, we received commission income from the related company, Foodfest International 2000 Inc. (Concord, Ontario), controlled by our directors totalling $72,029 (2008 - $422,675). Due to the economic decline and current financial conditions of the related companies, $527,764 receivable from related companies was written off to bad debts this year.

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.

In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we 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.

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.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 52 to our consolidated financial statements included in this Annual Report. We prepare our consolidated financial statements in conformity with U.S. GAAP, which requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the consolidated financial statements and the reported amounts of revenues and expenses during the financial reporting period. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our consolidated financial statements as their application places the most significant demands on our management’s judgment.

912

~~NEW ACCOUNTING~~ITEM ~~PRONOUNCEMENTS~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

InFOODFEST ~~August 2009,~~INTERNATIONAL ~~the FASB~~2000 ~~issued guidance on the measurement of liabilities at fair value~~INC. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. There was no impact on the financial statements as a result of adopting this guidance.

~~On July 1, 2009,~~CONSOLIDATED ~~the~~FINANCIAL FASB issued the FASB Accounting Standards Codification (the Codification). The Codification became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. The Codification eliminates the previous US GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification was effective for interim and annual periods ending after September 15, 2009. The company adopted the Codification for the year ending October 31, 2009. There was no impact to the financial results as this change is disclosure-only in nature.STATEMENTS

~~In May 2009,~~30 ~~the~~JUNE FASB issued guidelines on subsequent event accounting which sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. These guidelines were effective for interim and annual periods ending after June 15, 2009. There was no impact on the financial statements as a result of adopting this guidance.2011

10CONTENTS

ITEM 8. FINANCIAL STATEMENTS

	Page
AUDITORS' REPORT	F-1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets	F-2

Consolidated Statements of Operations	F-6

Consolidated Statements of Stockholders' Deficit	F-4

Consolidated Statements of Cash Flows	F-5

Notes to Consolidated Financial Statements	F-6

HENYA FOOD CORP.

FINANCIAL STATEMENTS

31 October 2009

INDEX TO FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of 31 October 2009 and 31 October 2008	F-2
Statements of Operations for the years ended 31 October 2009 and 2008 and for the period from inception, 20 September 2006 to 31 October 2009.	F-3
Statement of Changes in Stockholders’ Equity for the period from inception, 20 September 2006, to 31 October 2009.	F-4
Statements of Cash Flows for the years ended 31 October 2009 and 2008 and for the period from inception, 20 September 2006 to 31 October 2009.	F-5
Notes to the Financial Statements	F-6 to F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

~~Henya Food~~Foodfest ~~Corp~~International 2000 Inc.

We have audited the accompanying consolidated balance sheets of ~~Henya~~Foodfest ~~Food~~International ~~Corp~~2000 Inc. ~~(A Development~~and ~~Stage~~subsidiaries ~~Company)~~ as atof 3130 ~~October~~June ~~2009~~2011 and ~~2008~~2010 and the related consolidated statements of operations ~~and comprehensive income~~, ~~changes in~~ stockholders' deficit, and cash flows for each of the years ~~then~~in ~~ended and for~~ the two-year period ~~from the~~ended ~~date~~30 ofJune ~~inception~~2011. These ~~(20~~consolidated ~~September~~financial ~~2006)~~statements toare 31the ~~October~~responsibility ~~2009.~~of ~~Henya~~the ~~Food Corp.’~~Company's ~~Management~~ ~~is responsible for these financial statements~~management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance ~~about~~ whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor ~~have~~were we ~~been~~ engaged to perform, an audit of its internal control over financial reporting. Our ~~audits~~audit ~~included~~includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’'s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements., ~~An audit also includes~~ assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, ~~the~~based ~~financial~~on ~~statements~~our ~~referred~~audits, tothese ~~above~~consolidated financial statements present fairly, in all material respects, the financial position of ~~Henya~~Foodfest ~~Food~~International ~~Corp~~2000 Inc. (Aand ~~Development Stage~~subsidiaries ~~Company)~~ as atof 3130 ~~October~~June ~~2009~~2011 and ~~2008~~2010, and the results of its operations and ~~comprehensive~~its ~~income,~~ cash flows ~~and~~for ~~changes~~each inof ~~stockholders' deficits for~~ the years ~~ended~~in ~~31 October 2009 and 2008 and for~~ the two-year period ~~from~~ended ~~the~~30 ~~date~~June ~~of inception~~2011, ~~(20 September 2006) to 31 October 2009~~ in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 4 to the financial statements, the Company has suffered losses from operations since inception and has a working capital deficit that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

13 October 2011	/s/ DNTW Chartered Accountants, LLP
Markham, Canada	Licensed Public Accountants

/s/ DNTW Chartered Accountants, LLP

Licensed Public Accountants

Markham, Ontario, Canada

29 January 2010

F-1

~~HENYA FOOD~~FOODFEST ~~CORP~~INTERNATIONAL 2000 INC. AND SUBSIDIARIES

~~(A Development~~CONSOLIDATED ~~Stage~~BALANCE ~~Company)~~SHEETS

~~BALANCE SHEETS~~AS OF 30 JUNE

~~AS AT~~(Expressed in United States Dollars)

	31 October 2009		31October 2008
	2011		2010
ASSETS
CURRENT ASSETS
Current Assets
Cash	$	129	$	254
Accounts receivable	$	1,559,741	$	1,606,855
Accounts receivable due from related parties		-		542,060
Inventory		2,212,629		1,418,891
Prepaid expenses		-		7,588
Prepaid and sundry assets		5,926		93,185
TOTAL ASSETS	$	129	$	549,902
Income taxes recoverable		-		205
Advances to related party		103,700		197,610
Total Current Assets		3,881,996		3,316,746
Long Term Assets
Property and equipment, net		350,578		331,400
Deferred income taxes		70,252		39,484
Total Long Term Assets		420,830		370,884
Total Assets	$	4,302,826	$	3,687,630

LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable	$	88,044	$	65,328
Current Liabilities
Accrued liabilities		250,000		450,000
Bank indebtedness	$	1,239,331	$	1,059,948
Loans payable		65,625		53,125
Accounts payable and accrued liabilities		2,950,727		1,930,242
TOTAL CURRENT LIABILITIES		403,669		568,453
Loans payable		96,029		109,126
TOTAL LIABILITIES		403,669		568,453
Long term debt - current		141,213		61,008
Commitments and Contingencies (see note 13)
Obligations under capital lease - current		60,723		63,850
Total Current Liabilities		4,488,023		3,224,174
Long Term Liabilities
Long term debt		-		45,533
Obligations under capital lease		27,025		83,021
Advances from stockholders		39,222		35,949
Advances from related parties		1,435,581		1,621,955
Total Long Term Liabilities		1,501,828		1,786,458
Commitments and Contingencies

STOCKHOLDERS’ DEFICIT
Stockholders' Deficit
Capital stock		40			40
Preferred stock - $0.001 par value, 10,000,000 shares authorized, none issued and outstanding (2010 - none issued and outstanding)		-			-
Additional paid in capital		427,244			197,244
Common stock - $0.001 par value, 100,000,000 shares authorized, 3,950,809 common shares and 48,400,000 exchangeable shares issued and outstanding as of 30 June 2011 and 2010		52,351			52,351
Notes receivable from stock issued		(34,614	)		(32,854	)
Additional paid-in capital		554,088			554,088
Deficit accumulated during the development stage		(796,210	)		(182,981	)
Deferred stock-based compensation		-			(93,750	)
TOTAL STOCKHOLDERS’ DEFICIT		(403,540	)		(18,551	)
Accumulated other comprehensive loss		(281,129	)		(167,132	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	129		$	549,902
Accumulated deficit		(2,012,335	)		(1,668,559	)
Total Stockholders' Deficit		(1,687,025	)		(1,323,002	)
Total Liabilities and Stockholders' Deficit	$	4,302,826		$	3,687,630

~~The accompanying~~Approved ~~notes~~on ~~are~~Behalf ~~an integral part~~ of ~~these~~the ~~financial statements.~~Board


/s/ Henry Ender		CEO, Secretary, Director

/s/ Fred Farnden		CFO, President, Director

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

F-2

~~HENYA FOOD~~FOODFEST ~~CORP~~INTERNATIONAL 2000 INC. AND SUBSIDIARIES

~~(A Development~~CONSOLIDATED ~~Stage~~STATEMENTS ~~Company)~~OF OPERATIONS

~~STATEMENTS OF~~FOR ~~OPERATIONS~~THE ~~AND~~YEARS ~~COMPREHENSIVE~~ENDED ~~INCOME~~30 JUNE

	For the Year Ended 31 October 2009		For the Year Ended 31 October 2008		For the period from inception, 20 September 2006 to 31 October 2009
REVENUE				-
Commission income from related companies	$	72,029	$	422,675	$	911,236
Interest on notes receivable from stockholders		1,760		1,760		4,600
		73,789		424,435		917,156
EXPENSES
Bad debts on accounts receivable due from related parties		527,764		-		527,764
Officers and directors fees		30,000		120,000		480,000
Rent paid to a related company		4,500		18,000		40,500
Severance expense		-		-		171,840
Interest and bank charges		14,704		22,285		45,036
General and administrative		15,658		3,755		19,509
Consulting expenses paid with common stock		-		-		10,000
Overhead paid to a related party		57,623		169,070		323,748
Professional fees		36,769		40,200		94,969
		687,018		373,310		1,716,366
NET (LOSS) INCOME AND COMPREHENSIVE INCOME	$	(613,229)	$	51,125	$	(796,210)
(LOSS) INCOME PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(15.49)	$	1.29	$	(18.36)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		39,601		39,498		43,356

(Expressed in United States Dollars)

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

	2011			2010
SALES	$	15,309,633		$	12,970,385
COST OF GOODS SOLD		12,288,339			10,449,687
GROSS PROFIT		3,021,294			2,520,698
EXPENSES
General and administrative		2,383,008			1,902,166
Selling and delivery		709,097			688,552
Interest and financing charges		298,653			90,341
TOTAL EXPENSES		3,390,758			2,681,059
LOSS BEFORE TAXES		(369,464	)		(160,361	)
Current income taxes		-			-
Deferred income tax recovery		(25,688	)		(9,688	)
NET LOSS		(343,776	)		(150,673	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation		(93,246	)		(81,008	)
Unrealized (loss) gain on foreign exchange		(20,751	)		39,765
COMPREHENSIVE LOSS	$	(457,773	)	$	(29,900	)
LOSS PER WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	$	(0.01	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		52,350,809			49,093,255

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

F-3

~~HENYA FOOD~~FOODFEST ~~CORP~~INTERNATIONAL 2000 INC. AND SUBSIDIARIES

~~(A Development~~ CONSOLIDATED ~~Stage~~STATEMENTS ~~Company)~~OF STOCKHOLDERS' DEFICIT

~~STATEMENT OF~~FOR ~~CHANGES~~THE INYEARS ~~STOCKHOLDERS'~~ENDED ~~DEFICIT~~30 JUNE 2011 AND 2010

~~FOR THE~~(Expressed ~~YEAR~~in ~~ENDED~~United 31States ~~OCTOBER 2009~~Dollars)

	Shares			~~Common Stock~~	Capital Stock		~~Additional Paid in Capital~~		Additional Paid-in Capital	~~Accumulated Other Comprehensive Income~~	~~Notes Receivable from Stock Issued~~	Deferred Stock-Based Compensation		~~Deficit Accumulated During the Development Stage~~		Accumulated Other Comprehensive Loss	~~Total Stockholders' Deficit~~			Accumulated Deficit			Total Stockholders' Deficit
Common stock issued at inception		50,000		$	50		$	49,950			$	(40,000	)	$	-		$	(10,000	)
Balance, 30 June 2009		48,439,601			$	48,440			$	362,439		$	-			$	(125,889	)		$	(1,517,886	)	$	(1,232,896	)
Cor Net loss															(11,759	)		(11,759	)
Net loss		-				-				-			-				-				(150,673	)		(150,673	)
BALANCE, 31 OCTOBER 2006		50,000			50			49,950				(40,000	)		(11,759	)		(1,759	)
Common stock issued for management services		2,500,000				2,500				122,500			(125,000	)			-				-			-
Common stock issued during the year		209			-			150,350										150,350
Common stock issued for professional fees		232,000				232				11,368			-				-				-			11,600
Allocation of common stock proceeds against deferred offering costs								(150,000	)									(150,000	)
Common stock issued for notes receivable		215,800				216				10,574			-				-				-			10,790
Common stock cancelled during the year		(10,667	)		(11	)		(10,655	)			10,666						-
Common stock issued for consulting services		963,408				963				47,207			-				-				-			48,170
Interest on notes receivable, net												(1,760	)					(1,760	)
Amortization of stock-based compensation		-				-				-			31,250				-				-			31,250
Officers accrued fees forgiven								107,600										107,600
Foreign currency translation		-				-				-			-				(81,008	)			-			(81,008	)
Net loss															(222,347	)		(222,347	)
Unrealized gain on foreign exchange		-				-				-			-				39,765				-			39,765
BALANCE, 31 OCTOBER 2007		39,542			39			147,245				(31,094	)		(234,106	)		(117,916	)
Balance, 30 June 2010		52,350,809				52,351				554,088			(93,750	)			(167,132	)			(1,668,559	)		(1,323,002	)
Common stock issued during the year		59			1			49,999										50,000
Net loss		-				-				-			-				-				(343,776	)		(343,776	)
Interest on notes receivable												(1,760	)					(1,760	)
Amortization of stock-based compensation		-				-				-			93,750				-				-			93,750
Net income															51,125			51,125
Foreign currency translation		-				-				-			-				(20,751	)			-			(93,246	)
BALANCE, 31 OCTOBER 2008		39,601			40			197,244				(32,854	)		(182,981	)		(18,551	)
Unrealized loss on foreign exchange		-				-				-			-				(93,246	)			-			(20,751	)
Interest on notes receivable												(1,760	)					(1,760	)
Balance, 30 June 2011		52,350,809			$	52,351			$	554,088		$	-			$	(281,129	)		$	(2,012,335	)	$	(1,687,025	)
Officers accrued fees forgiven								230,000										230,000
Net income															(613,229	)		(613,229	)
BALANCE, 31 OCTOBER 2009		39,601		$	40		$	427,244			$	(34,614	)	$	(796,210	)	$	(403,540	)

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

F-4

~~HENYA FOOD~~FOODFEST ~~CORP~~INTERNATIONAL 2000 INC. AND SUBSIDIARIES

~~(A Development~~CONSOLIDATED ~~Stage~~STATEMENTS ~~Company)~~OF CASH FLOWS

~~STATEMENTS OF~~FOR ~~CASH~~THE ~~FLOWS~~YEARS ENDED 30 JUNE

		For the Year Ended 31 October 2009	For the Year Ended 31 October 2008		For the period from inception, 20 September 2006 to 31 October 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income	$	(613,229)	$	51,125	$	(796,210	)
Adjustment to reconcile net earnings to net cash provided by operating activities
Issuance of common stock for services		-		-		10,000
Forgiveness of debt owed to officers		230,000		-		337,600
Interest on notes receivable from stock issued, net		(1,760)		(1,760)		(5,280	)
Interest accrued on the loans payable		12,500		15,793		35,625
Changes in operating assets and liabilities:
Accounts receivable due from related parties		542,060		(185,457)		-
Accounts payable		22,716		30,953		88,044
Accrued liabilities		(200,000)		120,000		250,000
Prepaid expenses		7,588		(7,588)		-
CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES		(125)		23,066		(80,221	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans payable		-		(25,000)		80,000
Proceeds from common stock issued		-		-		150,350
Deferred offering costs		-		-		(150,000	)
CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES		-		(25,000)		80,350
NET (DECREASE) INCREASE IN CASH		(125)		(1,934)		129
CASH, BEGINNING OF YEAR/PERIOD		254		2,188		-
CASH, END OF YEAR/PERIOD	$	$129	$	254	$	129
NON CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock to settle a loan payable	$	$-	$	50,000	$	50,000

(Expressed in United States Dollars)

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

	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(343,776	)	$	(150,673	)
Items not requiring an outlay of cash:
Depreciation		103,709			68,216
Stock-based compensation		93,750			31,250
Accrued interest		12,519			-
Changes in non-cash working capital:
Accounts receivable		208,833			(602,981	)
Inventory		(622,607	)		37,247
Prepaid and sundry assets		93,417			(88,546	)
Accounts payable and accrued liabilities		792,629			153,254
Current and deferred income taxes		(25,471	)		(13,938	)
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES		313,003			(566,171	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank indebtedness		66,277			230,646
Repayment of loan payable		(32,978	)		(28,413	)
Proceeds from (repayment of) long term debt		22,732			(84,387	)
Advances (to) from related parties		(188,283	)		583,402
Obligations under capital lease		(71,688	)		85,803
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(203,940	)		787,051
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment		(85,600	)		(213,069	)
CASH USED IN INVESTING ACTIVITIES		(85,600	)		(213,069	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(23,463	)		(7,811	)
NET CHANGE IN CASH		-			-
CASH, BEGINNING OF YEAR		-			-
CASH, END OF YEAR	$	-		$	-

SUPPLEMENTAL CASH FLOW INFORMATION
INTEREST PAID	$	238,811	$	168,304
INCOME TAXES PAID	$	-	$	18,062

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

F-5

~~HENYA~~FOODFEST ~~FOOD~~INTERNATIONAL ~~CORP~~2000 INC. AND SUBSIDIARIES

~~(A Development~~NOTES ~~Stage~~TO ~~Company)~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES TO~~FOR THE ~~FINANCIAL~~YEARS ~~STATEMENTS~~ENDED 30 JUNE 2011 AND 2010

~~31 OCTOBER~~(Expressed ~~2009~~in United States Dollars)

1. ORGANIZATION AND NATURE OF OPERATIONS

~~Henya Food~~Foodfest ~~Corp~~International 2000 Inc. and Subsidiaries ("the "Company" or "Foodfest USA") was incorporated on 20 September 2006 in the State of Delaware. The Company acts 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. The Company operates from its offices in Ontario, Canada.

2The Company completed the acquisition of all of the issued and outstanding shares of Foodfest International 2000, Inc., ~~BASIS~~a OFprivate ~~PRESENTATION~~company incorporated under the laws of Ontario, Canada (“Foodfest Canada”). Closing of the acquisition (the "Closing") took place on 20 December 2010 (the “Closing Date”). On the Closing Date, pursuant to the terms and conditions of the Share Exchange Agreement (the “Share Exchange Agreement”) between Foodfest USA, Foodfest Canada, Foodfest Acquisition Corp. (a wholly owned subsidiary of Foodfest USA incorporated under the laws of Ontario, Canada) (“Acquisitionco”) and all the shareholders of Foodfest Canada (the “Foodfest Canada Shareholders”), the Company acquired all the outstanding shares (the “Interests”) of Foodfest Canada from the Foodfest Canada Shareholders.

~~The Company~~Pursuant ~~has~~to ~~earned~~the ~~limited~~terms ~~revenues~~of ~~from~~the ~~limited~~Share ~~principal~~Exchange ~~operations and accordingly~~Agreement, ~~the~~each ~~Company's~~Foodfest ~~activities~~Canada ~~have~~shareholder ~~been~~received ~~accounted~~48,400 ~~for~~shares asin ~~those~~the capital of ~~a "Development~~Foodfest ~~Stage~~USA ~~Enterprise"~~for aseach ~~set~~1 ~~forth~~common inshare ~~Statement~~ of ~~Financial~~Foodfest ~~Accounting Standards~~Canada ~~(“SFAS”)~~they Noheld prior to closing. 7,In ~~Accounting~~exchange ~~and~~for ~~Reporting~~all ~~by Development~~the ~~Stage~~issued ~~Enterprises~~and ~~(“SFAS~~outstanding ~~No.~~shares 7of ~~“).~~Foodfest ~~Among~~Canada, the ~~disclosures required~~Company byissued ~~SFAS~~a ~~No.~~total 7of ~~are~~48,400,000 ~~that~~exchangeable shares of its subsidiary, Acquisitionco (the ~~Company's~~“Exchange ~~financial~~Shares”), ~~statements~~each beof ~~identified as~~which ~~those~~is exchangeable into one share of aFoodfest ~~development~~USA ~~stage~~in ~~company,~~accordance with the terms and ~~that~~conditions of the ~~statements~~Share ofExchange ~~operation~~Agreement, ~~changes~~ inthe ~~stockholders'~~Voting ~~equity~~and Exchange Trust Agreement and ~~cash~~the ~~flows~~Support ~~disclose~~Agreement ~~activity~~entered ~~since~~into concurrently at Closing, and the ~~date~~ provisions of the ~~Company's~~Exchange ~~inception~~Shares.

3As a condition of the closing of the Exchange Agreement, Foodfest USA agreed to enter into a Voting and Exchange Trust Agreement (the "Trust Agreement") with Acquisitionco and Patriquin Law, Professional Corporation (the “Trustee”). ~~CONTROL~~Pursuant BYto ~~PRINCIPAL~~the ~~STOCKHOLDERS~~terms of the Trust Agreement, the parties created a trust for the benefit of the exchangeable shareholders of Acquisitionco enabling the Trustee to exercise certain voting rights of the Foodfest Canada Shareholders (or their designates, transferees, or assigns) until such time as they (or their designates, transferees or assigns) are issued common shares of Foodfest USA in exchange for their Exchange Shares, and allowing the Trustee to hold certain exchange rights in respect of the Exchange Shares. As a condition of the Trust Agreement, Foodfest USA agreed to file a Certificate of Designation, effective 22 October 2010, designating a class of its preferred shares as Series A Preferred Stock (the "Special Voting Shares") and issue one Special Voting Share to the Trustee. The Special Voting Share entitles the Trustee to exercise the number of votes equal to the number of Exchange Shares issued and outstanding during the term of the Trust Agreement. The Trust Agreement further sets out the terms and conditions under which the owners of Exchange Shares are entitled to instruct the Trustee as to how to vote during any stockholder meetings of Foodfest USA.

The ~~directors,~~ ~~executive~~Trust ~~officers~~Agreement ~~and~~remains ~~their affiliates or related parties, own beneficially and~~ in ~~the~~force ~~aggregate,~~until the ~~majority~~date ofthat ~~the~~all ~~voting~~Exchange ~~power~~Shares ofare ~~the outstanding~~exchanged ~~shares~~for ~~of the~~ common stock ofin the ~~Company~~Corporation. ~~Accordingly,~~At ~~the directors,~~that ~~executive officers and their affiliates~~time, ~~if they voted their shares uniformly, would have~~ the ~~ability~~Special toVoting ~~control~~Share ~~the~~shall ~~approval~~be ofredeemed ~~most~~for ~~corporate actions,~~cancellation ~~including~~for ~~increasing~~nominal ~~the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business~~consideration.

4. GOING CONCERN

The 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 $796,210 and has a negative working capital balance of $403,540 that raise substantial doubt as to its ability to continue as a going concern.

The Company's ability to continue as a going concern is contingent upon its ability to obtain the financing and strategic alliances necessary to attain profitable operations. Management is pursuing various sources of financing and intends to raise equity financing through a private placement with a private group of investors in the near future. In the event the Company is not able to raise the necessary equity financing from private investors, the shareholders intend to finance the Company by way of shareholder loans, as needed, until profitable operations are attained.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F-6

~~HENYA FOOD~~The ~~CORP~~Support Agreement and the Exchange Share provisions create certain obligations for Foodfest USA, including the obligation to reserve sufficient common shares in its stock to issue to the owners of Exchange Shares, the obligation to ensure that equivalent dividends are paid to the owners of the Exchange Shares if dividends are paid on the common shares of Foodfest USA while any Exchange Shares are outstanding, and the obligation to not issue any Special Voting Shares or designate or issue any other shares in its capital that are superior to the Special Voting Shares, except with the consent of the owners of the Exchange Shares.

~~(A Development~~The ~~Stage~~acquisition of Foodfest Canada is accounted for under the purchase method as a reorganization of entities under common control, as both companies were managed by the same individuals prior to the transaction. The results are similar to a pooling of interests whereby the assets and liabilities were transferred at historical cost. The outstanding common stock of the Company) is combined to include the capital stock of both Foodfest Canada and Foodfest USA combined since inception. The historical information presented is that of both Foodfest USA and Foodfest Canada combined since inception.

~~NOTES TO~~Foodfest ~~THE~~Canada ~~FINANCIAL~~has ~~STATEMENTS~~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.

~~31 OCTOBER~~2. SUMMARY ~~2009~~OF SIGNIFICANT ACCOUNTING POLICIES

5.The ~~SUMMARY~~following OFis ~~SIGNIFICANT~~a ~~ACCOUNTING~~summary ~~POLICIES~~of significant accounting policies followed in the preparation of these financial statements.

~~The accounting~~Principles ~~policies~~ of ~~the Company are in accordance with United States of America generally accepted accounting principles. Outlined below are those policies considered particularly significant:~~Consolidation

~~Commission Recognition~~These financial statements include in consolidation the accounts of Foodfest USA and its wholly owned subsidiaries, Foodfest Canada, Acquisitionco and Foodfest Call Corp. (a company incorporated under the laws of Ontario, Canada). All significant intercompany transactions and balances have been eliminated upon consolidation.

The Company's commission recognition policies are in compliance with the relevant sections of the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”), namely ASC Topic 605 “Revenue ~~Recognition”. Commission~~ income is recognized at the date a formal arrangement exists, the price is fixed or determinable, the services are complete (commissions are calculated on sales net of any returns), no other significant obligation of the Company exists and collection is reasonably assured. For the year ended 31 October 2009, substantially all of our commission income is from related parties. See note 7.Recognition

~~Henya earns~~Revenue ~~commissions~~is inrecognized ~~the~~once ~~form~~products ofare ~~brokerage~~delivered ~~fees~~to ~~based~~the oncustomer ~~sales~~and ofthe ~~products~~transfer of ~~individual~~ ~~companies~~ownership ~~represented. A~~risks ~~related~~and ~~company,~~benefits ~~Foodfest, currently~~inherent ~~represents~~to the ~~majority~~product ofoccurs. ~~brokerage~~Revenue ~~fees~~is ~~earned. Henya currently~~recognized ~~doesn’t~~if ~~have~~persuasive ~~brokerage~~evidence ~~agreements~~of ~~with~~an ~~any~~agreement ~~related~~exists, ~~companies~~the sales price is fixed or ~~non-related~~ ~~companies~~determinable, and collectability is reasonably assured.

~~Cash~~ The Company promotes its products with advertising, consumer incentive and ~~Cash~~trade ~~Equivalents~~promotions. Such programs include, but are not limited to, co-operative advertising, promotional discounts, coupons, rebates, in-store display incentives, volume based incentives and product introductory payments (i.e. slotting fees). In accordance with Accounting Standards Codification ("ASC") No. 605-50-45, Accounting for Consideration Given by a Vendor to a Customer or Reseller of the Vendors Products, certain payments made to customers by the Company, including promotional sales allowances, co-operative advertising and product introductory expenditures have been recorded as a reduction of sales.

Cash and cash equivalents consist of a commercial bank account carried at cost, which approximates current value. Items are considered to be cash equivalents if the original maturity is three months or less.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount net of sales returns and an allowance for doubtful accounts. The Company determines its allowance for doubtful accounts by considering a number of factors, including the age of the receivable, the financial stability of the customer, discussions that may have occurred with the customer and management's judgment as to the overall collectibility of the receivable from that customer. The Company writes off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the allowance for doubtful accounts in the period of recovery. As at 31 October 2009 management determined to write off all accounts receivable due from related companies, because the related companies have sustained unanticipated losses and are incapable to repay these amounts.

Concentration of Credit Risk

The Company is exposed to credit risk of its accounts receivable arising from the fact that one company, Foodfest, currently represents the vast majority of brokerage fees earned. This risk is mitigated by the fact that accounts receivable due from related companies has been written off.

F-7

~~HENYA FOOD~~Trade ~~CORP.~~Receivables

~~(A Development~~The ~~Stage~~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 of 30 June 2011 and 2010, the allowance for doubtful accounts was assessed as $45,983 and $151,601, respectively.

~~NOTES TO THE FINANCIAL STATEMENTS~~Inventory

~~31 OCTOBER~~Inventory ~~2009~~is comprised 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. The Company records lower of cost or net realizable value adjustments based upon changes in market pricing, customer demand, or other economic factors and for on-hand excess, spoilage, or slow-moving inventory. As of 30 June 2011 and 2010, the provision for slow-moving inventory was assessed as $26,495 and $16,767, respectively.

5.Cost ~~SUMMARY~~of OFProducts ~~SIGNIFICANT ACCOUNTING POLICIES (Continued)~~Sold

Included in cost of sales are cost of purchases (FOB cost) and cost associated with the import of the products. Import cost components include customs entry fees levied by the country of import and the freight and handling cost to unload containers. Quota costs are levied on all imported poultry products by customs authorities and are also included in the cost of sales.

Income Taxes

The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes”. ~~Under~~which ~~Standard 740,~~prescribes the use of the liability method whereby deferred tax ~~assets~~asset and ~~liabilities~~liability ~~are~~account ~~recognized~~balances ~~for~~are ~~the~~determined ~~future~~based ~~tax consequences~~on ~~attributable to~~ differences between the financial ~~statement carrying~~reporting ~~amounts of existing assets~~ and ~~liabilities and their respective~~ tax bases. ~~Deferred~~of ~~tax~~ assets and liabilities and are measured using the enacted tax rates ~~expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled~~. The ~~Under~~effects ~~Standard 740, the effect on deferred tax assets and liabilities~~ of afuture ~~change~~changes in tax ~~rates~~laws ~~is recognized~~or inrates ~~income~~are innot ~~the period that includes the enactment date~~anticipated.

~~Fair Value~~Under ASC No. 740 income taxes are recognized for the following: a) amount of ~~Financial~~tax ~~Instruments~~payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

The carrying value of the company's accounts receivable due from related parties, accounts payable and accrued liabilities approximates fair value because of the short-term maturity of these instruments.

Earnings or Loss Per Share

The Company accounts for earnings per share pursuant to ASC 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 period ended 31 October 2009.

Use of Estimates

The preparation of financial statements in ~~conformity~~accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported ~~amounts~~amount of assets and liabilities and ~~the~~ disclosure of contingent assets and liabilities at the date of the financial statements and the reported ~~amounts~~amount of revenues and expenses during the ~~reporting~~ reported period. Actual results could differ from ~~those~~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. Significant estimates include the allowance for doubtful accounts, provision for slow-moving inventory, landing costs in inventory, useful lives of capital assets, impairment of assets, amounts of accrued and contingent liabilities, valuation allowances in income taxes, implicit interest on capital leases, and rates of exchange on foreign currency translation.

Earnings or Loss Per Share

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 years ended 30 June 2011 and 2010.

F-8

~~HENYA FOOD~~Foreign ~~CORP.~~Currency Translation

~~(A Development~~The ~~Stage~~Company's accounts have been translated into U.S. dollars in accordance with the provisions of ASC No. 830 Foreign Currency Matters. Management has determined that the functional currency of the Company is the Canadian dollar ("CAD"). Certain assets of the Company are denominated in U.S. dollars. In accordance with the provisions of ASC No. 830, transaction gains and losses on these assets and liabilities are included in the determination of income for 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 have not been included in the determination of income for the relevant years.

~~NOTES TO~~Comprehensive ~~THE FINANCIAL STATEMENTS~~Income

~~31 OCTOBER~~The ~~2009~~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 statements of changes in stockholders' equity, and consists of foreign currency translation adjustments and unrealized losses on available-for-sale securities. ASC No. 220 requires only additional disclosures in the financial statements and does not affect the Company's financial position or results of operations.

~~5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)~~Leases

~~Stock Compensation~~The Company leases property and equipment in the ordinary course of business. Significant lease obligations relate to vehicles, equipment, and premises. These leases have varying terms and may or may not include purchase or buyout options and guaranteed residuals. The terms of these leases are considered when determining whether a lease is classified as operating or capital.

~~The Company~~Assets ~~does~~under ~~not~~capital ~~have~~lease aare ~~formal~~capitalized ~~stock~~using ~~option~~interest ~~plan.~~rates ~~However,~~appropriate weat ~~offered~~the toinception ~~some~~ of ~~our~~ ~~employees~~each lease and ~~consultants~~are ~~stock-based~~amortized ~~compensation~~over intheir ~~the~~estimated ~~form~~useful oflives, ~~shares~~using ~~of our~~the ~~common~~same ~~stock.~~method Weas ~~account~~similar ~~for~~assets ~~these~~that ~~issuances~~the ofCompany ~~common~~owns. ~~stock~~The topresent ~~employees and~~value ~~consultants~~of inthe ~~accordance~~lease ~~with~~payments ~~ASC~~is ~~718,~~recorded ~~“Compensation~~as –a ~~Stock Compensation”~~debt ~~(“ASC 718”)~~obligation.

~~Effective July~~Other 1,leases ~~2005,~~are weclassified ~~adopted~~as ~~ASC~~operating ~~718~~when ~~using~~lease ~~the~~terms ~~modified~~are ~~prospective~~significantly ~~method.~~shorter ~~Under this~~than ~~method~~the assets' economic useful lives, ~~stock~~or ~~compensation~~minimum ~~expense~~lease ~~includes:~~payments ~~(1)~~are ~~compensation~~significantly lower than the purchase cost ~~for~~of ~~all share-based~~the ~~payments~~asset. ~~granted~~Management ~~based~~expects onthat in the ~~grant~~normal ~~date~~course ~~fair~~of ~~value~~business, ~~estimated~~these ~~in accordance~~leases will be renewed, replaced with ~~ASC~~new ~~718~~leases, ~~and~~or ~~amortized~~replaced onwith afixed ~~straight-line~~asset ~~basis~~expenditures. ~~over~~Minimum ~~the share-based~~lease payments’ ~~remaining~~for ~~vesting~~the ~~period~~next five years are disclosed in note 13.

Recent Accounting Pronouncements

In August 2009, the FASB issued guidance on the measurement of liabilities at fair value. The guidance provides clarification that in circumstances in which a quoted market price in an active market for an identical liability is not available, an entity is required to measure fair value using a valuation technique that uses the quoted price of an identical liability when traded as an asset or, if unavailable, quoted prices for similar liabilities or similar assets when traded as assets. If none of this information is available, an entity should use a valuation technique in accordance with existing fair valuation principles. There was no impact on the financial statements as a result of adopting this guidance.

On July 1, 2009, the FASB issued the FASB Accounting Standards Codification (the Codification). The Codification became the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. The Codification eliminates the previous US GAAP hierarchy and establishes one level of authoritative GAAP. All other literature is considered non-authoritative. The Codification was effective for interim and annual periods ending after September 15, 2009. The company adopted the Codification for the year ending October 31, 2009. There was no impact to the financial results as this change is disclosure-only in nature.

In May 2009, the FASB issued guidelines on subsequent event accounting which sets forth: 1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; 2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and 3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. These guidelines were effective for interim and annual periods ending after June 15, 2009. There was no impact on the financial statements as a result of adopting this guidance.

F-9

~~HENYA FOOD~~Property ~~CORP.~~and Equipment

~~(A Development~~Property ~~Stage~~and ~~Company)~~equipment 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:

NOTES TO THE FINANCIAL STATEMENTS

	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

~~31 OCTOBER~~Valuation ~~2009~~of Long-Lived Assets

6In accordance with ASC No. ~~CAPITAL~~360 ~~STOCK~~Property, Plant, and Equipment, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances 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 were no indications of impairment of long-lived assets as of 30 June 2011 and 2010 and therefore no undiscounted cash flow analysis was performed.

	31 October 2009		31 October 2008
Authorized
110,000,000 common shares, $0.001 par value
10,000,000 preferred shares, $0.001 par value
Issued
39,601 common shares (31 October 2008 - 39,601)	$	40	$	40

Recent Accounting Pronouncements

OnIn ~~20 September~~April ~~2006~~2011, the Company ~~issued~~adopted ~~40,000~~Accounting ~~and~~Standards ~~10,000~~Update ~~common~~("ASU") ~~shares~~2010-29, toBusiness ~~the founders~~Combinations of(Topic ~~the~~805): ~~corporation~~Disclosure ~~for~~of ~~consideration~~Supplementary ofPro ~~notes~~Forma ~~receivable~~Information ~~and~~for ~~services rendered~~Business ~~respectively~~Combinations. ~~The notes~~ASU ~~bear~~2010-29 ~~interest~~requires atan 6%entity ~~per~~to ~~annum~~disclose revenue and ~~are~~earnings ~~due on~~of ~~demand. The~~the ~~notes~~combined ~~receivable~~entity ~~from~~as though the ~~common~~business ~~stock~~combination(s) ~~issued~~that ~~are presented~~occurred asduring athe ~~reduction~~current ofyear ~~stockholders’~~had ~~equity~~occurred inas of the ~~Statement~~beginning of ~~Changes~~the ~~in Stockholders’~~comparable ~~Deficiency. The~~prior ~~stock~~annual ~~issued~~reporting ~~for~~period. ~~consulting~~ASU ~~services have~~2010-29 ~~been~~is ~~valued~~effective atprospectively ~~the~~for ~~fair~~business ~~market~~combinations ~~value~~that ofoccur ~~the~~on ~~services~~or ~~received~~after by the ~~Company~~ beginning of ~~$10,000~~the ~~and~~first ~~are~~annual ~~reported~~reporting inperiod ~~the~~beginning ~~Statement~~after ofDecember ~~Operations~~15, ~~under consulting~~2010. ~~The~~ ~~fair~~As ~~value~~permitted, ofthe ~~services~~Company ~~received~~early isadopted ~~the~~this ~~amount~~standard. ~~that these~~The ~~individuals~~adoption ~~have~~of ~~billed~~ASU to2010-29 ~~the~~did ~~Company~~not ~~which~~have isan ~~based~~impact on ~~hourly~~the ~~rates~~Company’s ~~that these~~consolidated ~~individuals~~financial ~~normally charge in providing similar services~~statements.

In ~~October~~ ~~2006~~May 2011, the ~~Company~~Financial ~~received~~Accounting ~~proceeds~~Standards ofBoard ~~$67~~("FASB") issued ASU 2011-04,~~965~~ ~~related~~Fair toValue ~~common~~Measurement ~~shares~~ (Topic 820): Amendments to beAchieve ~~issued~~Common ~~subsequent~~Fair toValue ~~the~~Measurement ~~year~~and ~~end~~Disclosure Requirements in U.S. ~~Offering~~GAAP ~~costs~~and ~~were~~IFRSs. ~~recorded~~This asstandard results in a ~~reduction~~ ofcommon ~~these~~requirement ~~proceeds~~between ~~bringing~~the FASB and the ~~net~~International Accounting Standards Board (IASB) for measuring fair value ofand ~~shares~~for todisclosing beinformation ~~issued~~about ~~to Nil~~fair value measurements. InASU 2011-04 is effective for fiscal years and interim periods beginning after December ~~2006~~15, ~~the~~2011. The Company ~~issued~~does ~~67,~~not ~~common~~expect ~~shares~~the adoption of ASU 2011-04 to ~~these~~have ~~individuals and~~a ~~related~~material ~~parties~~impact on its consolidated financial statements.

In December 2006, the Company issued 82 common shares to various individuals and related parties for proceeds of $82,385. Of this amount $82,035 was used to pay for deferred offering costs incurred.

In October 2007, the Company bought back and cancelled 10,667 common shares for the amount issued of $10,666.

In August 2008, the Company issued 59 common shares for the settlement of $50,000 of a loan payable.

In April 2009, the Company’s Board of Directors approved a 1000:1 reverse stock split. The reverse stock split is effective on July 2, 2009. All share and per share amounts used in the Company’s financial statements have been restated to reflect the 1000 for 1 reverse stock split. As a result of the reverse split an additional 60 common shares were issued as a result of rounding up the number of shares held to the nearest thousand.

7. RELATED PARTY TRANSACTIONS

Related 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:

The Company received commission income totalling $72,029 for the year ended 31 October 2009 (2008 - $422,675) from related companies controlled by directors of the Company. Included in account receivable is $0 at 31 October 2009 (2008 - $542,060) from these related companies.

F-10

~~HENYA FOOD~~In ~~CORP~~June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income. ASU 2011-05 requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income. ASU 2011-05 is effective for fiscal years and interim periods beginning after December 15, 2011. The adoption of ASU 2011-05 is not expected to have a material impact on the Company’s consolidated financial statements.

~~(A Development~~3. PROPERTY ~~Stage~~AND ~~Company)~~EQUIPMENT

NOTES TO THE FINANCIAL STATEMENTS

	Cost		Accumulated Depreciation		Net 2011		Net 2010

Equipment	$	559,956	$	383,921	$	176,035	$	206,284
Furniture and fixtures		281,297		195,392		85,905		86,729
Vehicles		67,282		24,412		42,870		2,532
Computer hardware		93,126		59,831		33,295		15,511
Leasehold improvements		824,227		811,754		12,473		20,344
	$	1,825,888	$	1,475,310	$	350,578	$	331,400

314. ADVANCES ~~OCTOBER~~TO ~~2009~~RELATED PARTY

7.The ~~RELATED~~Company ~~PARTY~~has ~~TRANSACTIONS~~advances owing from a related company Strubs Food Corp. (~~continued~~"Strubs"), a company under common control. These advances are unsecured, non-interest bearing and are repayable on demand.

~~Beginning in November 2006, the Company began paying rent to a company controlled by the directors of the Company on a month-by-month basis for $1,500 per month~~5. ~~The~~ BANK ~~Company paid rent totalling $4,500 for the year ended 31 October 2009 (2008 - $18,000).~~INDEBTEDNESS

The Company ~~paid~~has available a $571,~~623~~037,000 (~~2008 –~~ $~~169~~1,~~070~~000,000 CAD) torevolving aoperating ~~related~~line ~~company~~which ~~during~~bears interest at the ~~year~~Royal ~~for overhead~~Bank ~~expenses~~of ~~incurred~~Canada on("RBC") ~~behalf~~prime ofrate ~~the~~plus ~~Company~~2.75% and is repayable on demand. This ~~amount~~revolving loan is ~~from~~secured ~~the Company’s~~under a general security agreement ~~where~~covering itall ~~will~~of ~~pay~~the asCompany's ~~overhead,~~assets ~~80%~~and ~~(2008~~also -secured ~~40%)~~by oflimited ~~its revenue~~personal toguarantees ~~the~~from ~~related~~stockholders ~~company.~~and ~~This~~directors ~~allows~~of the Company. The full amount of the line of credit is in use as of ~~the~~30 ~~personnel~~ June 2011 and ~~office~~2010 ~~equipment,~~and ~~including~~is ~~phone,~~included ~~fax~~in ~~and~~bank ~~other~~indebtedness ~~office~~on ~~equipment~~the asConsolidated ~~needed~~Balance Sheets. ~~However~~ ~~this~~The ~~policy~~line ~~has~~of ~~been~~credit ~~suspended~~is in default for violation of their bank imposed financial covenant at year end.

The Company accrued fees for the officers and directors totaling $30,000 for the year ended 31 October 2009 (2008 - $120,000).

Effective February 1, 2009, Foodfest International 2000 Inc. (“Foodfest”), a company controlled by the directors, with the consent of the Company, has discontinued the commission agreement.

Effective July 2, 2009, Bandana Bandito, LLC (“Bandito”) and Coastal Water Seafoods Ltd. (“Coastal”), two companies controlled by the directors, with the consent of the Company, have discontinued the commission agreements.

Effective February 1, 2009, the officers and directors agreed to forgive the payment of $230,000 of accrued management fees which was owed to them and to cancel the existing management agreements. No new agreements have been entered into.

Effective February 1, 2009, the Company, with the consent of its related landlord, a company controlled by the directors, cancelled the existing rental agreement. No new rental agreement has been entered into.

Effective February 1, 2009, the Company, with the consent of a related party, a company controlled by the directors, has cancelled the overhead agreement. No new agreement has been entered into.

On February 1, 2009, the Company has forgiven $532,432 which was owed by a related party controlled by the directors due to the inability of the related party to repay the amount. During the year ended October 31, 2009, $12,013 of this bad debt was recovered.

On July 31, 2009, the Company has forgiven $7,345 which was owed by another two related parties controlled by the directors due to their inability to repay these amounts.

8. ECONOMIC DEPENDENCE

The Company had brokered sales for a number of food retailers to earn commissions. Agreements were in place with a number of retailers, related to the Company by virtue of being controlled by directors of the Company. Of the $72,029 in brokerage fees earned in the year, all $72,029 or 100%, was from Foodfest (In 2008 - Of the $422,675 in brokerage fees earned in the year, $422,675 or 100% was from Foodfest International) which is one of the related companies. An overhead charge of $57,623 (2008 – $169,070) was recorded as payable to Foodfest for the year ended 31 October 2009 and has been applied against the amount receivable from Foodfest.

9. INCOME TAXES

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The effects of future changes in tax laws or rates are not anticipated.

Under ASC 740, income taxes are recognized for the following: a) amount of tax payable for the current year, and b) deferred tax liabilities and assets for future tax consequences of events that have been recognized differently in the financial statements than for tax purposes.

As at 31 October 2009, there were no differences between financial reporting and tax bases of assets and liabilities. The Company will have tax losses available to be applied against future years' income as a result of the losses incurred. However, due to the losses incurred in the period and expected future operating results, management determined that it is more likely than not that the deferred tax asset resulting from the tax losses available for carry forward will not be realized through the reduction of future income tax payments. Accordingly a 100% valuation allowance has been recorded for deferred income tax assets.

F-11

~~HENYA FOOD CORP~~6. INCOME TAXES

Reconciliation of the effective combined federal and provincial statutory rate of 28.5% (~~A Development~~2010 ~~Stage~~- ~~Company~~16.5%) to current income tax expense:

NOTES TO THE FINANCIAL STATEMENTS

	2011			2010

Income taxes on accounting income	$	(105,297	)	$	(26,460	)
Tax effect of expenses that are not deductible for income tax purposes		5,646			4,305
Tax effect of differences in the timing of deductibility of items for income tax purposes		(694	)		(12,382	)
Non-capital tax losses available to offset future income		100,345			34,537
Income taxes	$	-		$	-

31The ~~OCTOBER~~components ~~2009~~of deferred income taxes have been determined at the combined Canadian federal and provincial statutory rate of 28.5% (2010 - 16.5%) and are as follows:

9. INCOME TAXES (continued)

	2011			2010

Deferred income tax assets:
Property and equipment	$	6,033		$	7,060
Contingent loss		-			20,055
Non-capital losses available for carry-forward		457,149			306,168
Other temporary income tax differences		12,549			12,369
Valuation allowance		(405,479	)		(306,168	)
Deferred income taxes	$	70,252		$	39,484

The ~~components~~ ofCompany ~~deferred~~has ~~income~~approximate ~~taxes~~tax ~~have~~losses ~~been~~available ~~determined~~to atbe ~~the~~applied ~~combined Canadian~~against ~~federal~~future ~~and~~years ~~provincial~~taxable ~~statutory~~income, ~~rate~~which ofexpire ~~33% (2008 - 33.50%)~~ as follows:

	2008			2007
2027	$	182,980
Deferred income tax assets (liabilities):
2029		751,942
Loss carryforwards	$	262,749			$	61,298
2030		224,352
Valuation allowance		(262,749	)			(61,298	)
2031		373,206
Deferred income taxes	$	-			$	-
	$	1,532,480

~~10.~~Management ~~LOANS~~has ~~PAYABLE~~concluded that it is more likely than not that the deferred tax assets resulting from the tax losses available for carryforward in Foodfest USA will be realized through the reduction of future income tax payments, and accordingly a valuation allowance has been recorded for these tax losses.

~~In August 2008, the Company borrowed $50,000 from Marvin Silver, a shareholder of the company, to finance operations~~7. ~~The~~LOANS ~~loan is unsecured, bears interest at an effective rate of 25% and has no maturity date.~~PAYABLE

11. SUPPLEMENTAL CASH FLOW INFORMATION

	2011		2010

Loan from Kosher City (i)	$	-	$	31,001
Loan from stockholder (ii)		96,029		78,125
	$	96,029	$	109,126

During the year ended 31 October 2009 the Company paid expenses as follows:

	2009		2008
income taxes	$	-	$	-
Interest	$	1,579	$	5,808

F-12

~~HENYA FOOD~~(i) ~~CORP~~This loan is unsecured, non-interest bearing and is repayable on demand. The balance was paid in January 2011.

(~~A Development~~ii) ~~Stage~~This loan is unsecured, bears interest at 25% per annum and was initially set to mature one year from the grant date. The Company) initially borrowed $50,000 from this stockholder in August 2008 to finance operations. This loan has been renewed annually under the same terms including accrued interest.

~~NOTES TO~~8. LONG ~~THE~~TERM ~~FINANCIAL STATEMENTS~~DEBT

31Each ~~OCTOBER~~of ~~2009~~the loans below are payable to the Business Development Bank of Canada ("BDC") and are secured by a general security agreement and limited guarantees from the stockholders of the Company and Coastal Water Seafoods Ltd. (a related party described in note 11).

12. COMMITMENTS

	2011		2010

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.	$	44,590	$	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.		5,678		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 15, 2015.		90,945		-
		141,213		106,541
Less: current portion		141,213		61,008
	$	-	$	45,533

OnThe ~~21 January~~above ~~2008,~~loans ~~the~~are ~~Company entered into a settlement agreement with a former shareholder of the company whereby,~~ in ~~exchange~~default for ~~the~~violation ~~return~~ of ~~10,667~~their ~~shares on~~bank 31imposed ~~October,~~financial ~~2007,~~covenant ~~the~~at ~~Company~~year ~~agreed~~end toand ~~pay~~have ~~$200,000~~therefore tobeen ~~the~~classified ~~former shareholder~~as ~~with~~a ~~the~~current ~~following~~rather ~~terms;~~than long-term liability.

~~1) This~~The ~~amount is payable one day following a restriction period of one year from the date the~~ Company’'s ~~common~~future ~~stock~~commitments ~~begins~~under ~~to trade publicly. The funds will be raised by issuing new common shares in a private placement. As security for~~ this ~~transaction,~~long-term ~~the~~debt ~~Company~~are ~~has~~summarized ~~placed 3,000 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.~~follows:

2) Within five business days of the Company receiving funds 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.

2012	$	54,259
2013		39,663
2014		21,827
2015		21,827
2016		3,637
	$	141,213

13. COMPARATIVE INFORMATION

Certain comparative figures have been reclassified in order to conform with the current year’s financial statement presentation.

F-13

9. OBLIGATIONS UNDER CAPITAL LEASE

On 1 May 2009 the Company entered into direct financing leases with Equilease Corporation and Blue Chip Leasing Corporation for computer equipment. Under the lease agreements, the Company is obligated to make monthly payments of $2,054 CAD 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.

On 7 January 2010 the Company entered into a direct financing lease with Gould Leasing Ltd. for freezer equipment. Under the lease agreement, the Company is obligated to make monthly payments of $3,376 CAD for a term of 39 months. Implicit interest calculated for the lease is 9%. The financing has been secured by the leased freezer equipment.

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

2012	$	72,944
2013		34,889
		107,833
Less: imputed interest		(20,085	)
		87,748
Less: current portion		(60,723	)
	$	27,025

10. ADVANCES FROM STOCKHOLDERS

These advances are unsecured, non-interest bearing, and have been postponed in favor of RBC in respect of the Company's line of credit.

11. ADVANCES FROM RELATED PARTIES

Each of the loans below bear interest at the RBC prime rate plus 1.5% and are repayable in monthly installments of interest only. These loans have been postponed in favor of RBC in respect of the Company's line of credit.

	2011		2010

Coastal Water Seafoods Ltd. - a company controlled by a stockholder and director of the Company	$	260,109	$	235,603
Canadian Triloon Corporation - a company controlled by a director of the Company		294,050		279,396
Yael Ender - a director of the Company		526,649		482,684
Triloon Corp. - a company controlled by stockholders and directors of the Company		354,773		624,272
	$	1,435,581	$	1,621,955

F-14

12. CAPITAL STOCK

In April 2010, the Company issued 2,500,000 shares of common stock at $0.05 per share to officers 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 included in general and administrative expenses in the Consolidated Statement of Operations in the amount of $93,750 and $31,250 for the years ended 30 June 2011 and 2010, respectively.

In April 2010, the Company issued 232,000 shares of common stock at $0.05 per share for various consulting, legal and accounting services rendered. The stock issued for these services were valued at the fair market value of the services received by the Company, and are reported in the Consolidated Statement of Operations under general and administrative in the amount of $11,600 for the year ended 30 June 2010.

In April 2010, the Company issued 215,180 shares of common stock at $0.05 per share to various individuals for notes receivable. These notes receivable were offset against advances from stockholders on the acquisition of Foodfest Canada, as discussed in note 1.

In April 2010, the Company issued 963,408 shares of common stock at $0.05 per share for consulting services. The stock issued for these services were valued at the fair market value of the services received by the Company, and are reported in the Consolidated Statement of Operations under general and administrative in the amount of $48,170 for the year ended 30 June 2010.

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

13. COMMITMENTS AND CONTINGENCIES

Commitments

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

2012	$	606,111
2013		554,291
2014		510,457
2015		535,752
2016		535,752
Thereafter		2,223,382
	$	4,965,745

F-15

Contingent Liabilities

On 21 January 2008, the Company entered into a settlement agreement with a former stockholder 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 stockholder with the following terms:

This amount is payable one day following a restriction period of one year from the date the Company's shares of common stock begins to trade publicly. The funds will be raised by issuing new shares of common stock in a private placement. As security for this transaction, 3,000 of the shares were to be placed in escrow with a law firm, however to date no shares have been placed in escrow. $200,000 was accrued for this as severance expense during the fiscal year ended 30 June 2008.

Within five business days of the Company receiving funds totaling $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 stockholder. 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 former stockholder. As indicated above, to date no shares have been place in escrow, therefore $50,000 of accrued management fees remains payable in relation to this.

In May 2011, Foodfest Canada initiated a claim against one of its suppliers for $3,475,000 for breach of the distribution agreement between the two parties. The supplier has counterclaimed against Foodfest Canada for failure to pay a series of outstanding invoices which total approximately $1,000,000. The full amount of these invoices are included in accounts payable as of 30 June 2011, less certain credits which are in also dispute. At present, both parties have exchanged pleadings and have agreed to participate in a mediation which is scheduled to take place at the end of November 2011. Management expects a reasonable settlement will be achieved through the mediation.

Guarantee

In August 2010, Foodfest Canada entered into a guarantee on behalf of Strubs, the related party described in note 4. Foodfest Canada guaranteed up to a total amount of $200,000 in the event that Strubs was unable to make certain principal payments on its subordinated debts. The required subordinated debt payments are due 20 February 2011 for $100,000 and 20 February 2012 for $100,000.

F-16

In March 2011, the Company paid $100,000 in respect of its obligation for the first year of the guarantee and has recorded a receivable from Strubs in respect of this amount. In the event that Strubs is unable to repay its obligation, the Company will offset the full amount of this receivable against accounts payable owing to Strubs. As of 30 June 2011, the Company has not accrued a liability in respect of the remaining $100,000 outstanding under this guarantee as it is not known at this time if Foodfest Canada will be required to make this payment on 20 February 2012.

14. RELATED PARTY TRANSACTIONS

The following transactions with related parties were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the related parties.

During the year, the Company paid management fees and interest of $143,106 (2010 - $Nil) to Coastal Water Seafoods Ltd. (a related party described in note 11). As of 30 June 2011 accounts payable were due to Coastal Water Seafoods Ltd. in the amount of $155,828 (2010 - $140,573) and are subject to normal trade terms.

During the year, management fees of $149,880 (2010 - $Nil) were paid to Canadian Endernational Ltd. (a company controlled by a stockholder and director of the Company). As of 30 June 2011 accounts payable were due to Canadian Endernational Ltd. in the amount of $375,958 (2010 - $152,948) and are subject to normal trade terms.

The Company paid management fees of $Nil (2010 - $71,033) to Henderson Holdings Investment Corp. (a company controlled by a stockholder and director of the Company).

Interest payments totaling $122,876 (2010 - $42,813) were made to related parties throughout the year on the advances described in note 11.

Rental payments totaling $314,180 (2010 - $298,139) were made during the year to Triloon Corp. (a related party described in note 11). As of 30 June 2011 accounts payable were due to Triloon Corp. in the amount of $44,574 (2010 - $49,876) and are subject to normal trade terms.

The Company made purchases of inventory from Naknik Nahariya Kasher Soglowek Ltd. (a related party whose director is also a director of the Company) during the year totaling $1,035,012 (2010 - $778,384). As of 30 June 2011 accounts payable were due to Naknik Nahariya Kasher Soglowek Ltd. in the amount of $262,614 (2010 - $160,217) and are subject to normal trade terms.

The Company transacted with Strubs (the related party described in notes 4 and 13) during the year as follows:

·	Accounts payable as of 30 June 2011, subject to normal trade terms, of $1,035,012 (2010 - $414,992).

F-17

·	Rental payments received of $11,990 (2010 - $11,365), included within general and administrative expenses.

·	Management fees received of $196,519 (2010 - $Nil), included within general and administrative expenses.

·	Purchases of inventory totaling $891,971 (2010 - $1,368,087) were made during the year.

15. FINANCIAL INSTRUMENTS

Fair Values

The Company's financial instruments include accounts receivable and payable, bank indebtedness, income taxes 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. At 30 June 2011 and 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 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 fiscal 2011, the Company's three largest customers made up 74% of total revenues and 65% of total receivables (2010 - 66% of total revenues and 49% 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, the Company'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 stockholders and related parties, and long term debt.

F-18

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A~~(T)~~. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Under the supervision and with the participation of our management, including our chief executive officer and ~~principal~~chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of 3130 ~~October~~June, ~~2009~~2011. Based on this evaluation, our chief executive officer and ~~principal~~chief financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive and ~~principal~~chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. This conclusion was based on the existence of the material weaknesses in our internal control over financial reporting previously disclosed and discussed below.

Management's Annual Report on Internal Control Over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, ~~for~~as ~~the Company. Our~~such ~~internal~~term ~~control~~is ~~system~~defined ~~was~~in ~~designed~~Rule ~~to,~~13a-15(f) inunder ~~general, provide~~the ~~reasonable~~Exchange ~~assurance~~Act. toThe ~~the~~ Company’'s ~~management~~internal ~~and~~control ~~board~~over ~~regarding~~financial ~~the preparation~~reporting ~~and~~is ~~fair~~a ~~presentation~~process ofdesigned ~~published~~under ~~financial~~the ~~statements,~~supervision ~~but because~~ of ~~its~~the ~~inherent~~Company's ~~limitations,~~Chief ~~internal~~Executive ~~control~~Officer ~~over~~and ~~financial~~Chief ~~reporting~~Financial ~~may~~Officer ~~not prevent~~to orprovide ~~detect~~reasonable ~~misstatements. Also,~~assurance ~~projections~~regarding ofthe ~~any~~reliability ~~evaluation~~ of ~~effectiveness~~financial toreporting ~~future~~and ~~periods~~the ~~are~~preparation ~~subject~~of to the ~~risk~~Company's ~~that~~financial ~~controls~~statements ~~may become~~for ~~inadequate~~external ~~because~~purposes ofin ~~changes~~accordance inwith ~~conditions,~~accounting orprinciples ~~that~~generally accepted in the ~~degree~~United States of ~~compliance~~ ~~with~~America ~~the~~(US GAAP) and includes those policies orand procedures ~~may deteriorate.~~that:

~~Our management~~● ~~assessed~~pertain ~~the~~to ~~effectiveness of~~ the ~~Company’s~~maintenance ~~internal control over financial reporting as~~ of ~~October~~records ~~31, 2009. The framework used by management in making~~ that ~~assessment was the criteria set forth~~ in ~~the~~reasonable ~~document entitled~~detail ~~“Internal~~accurately ~~Control~~and –fairly ~~Integrated~~reflect ~~Framework” issued by~~ the ~~Committee~~transactions ~~of Sponsoring~~and ~~Organizations~~dispositions of ~~the Treadway Commission. Based on that assessment,~~ our ~~management has determined that as of October 31, 2009, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.~~assets;

●

provide reasonable assurance that the transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements

Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect of financial statement preparation and may not prevent or detect misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

Effective as of June 30, 2011, management assessed the effectiveness of the Company's internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.

Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that taken together may be considered to be a material weakness.

A material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses at June 30, 2011:

●	Lack of a functioning audit committee and lack of a majority of outside directors on the Company’s board of directors capable to perform the audit function.

While the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with U.S. generally accepted accounting principles.

Management believes that the material weakness did not have an effect on the Company's financial reporting in fiscal 2011. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors can adversely affect reporting in the future years, when our operations become more complex and less transparent and require higher level of financial expertise from the overseeing body of the Company.

We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual 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 annual report.

Changes in internal controls over financial reporting

We have not made any changes to our internal controls subsequent to the Evaluation Date. We have not identified any deficiencies or material weaknesses or other factors that could significantly affect these controls, and therefore, no corrective action was taken.

12ITEM 9B. OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, ~~PROMOTERS~~ AND ~~CONTROL~~CORPORATE ~~PERSONS: COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT~~GOVERNANCE

The directors and executive officers of the Company are:

Name	Age	Position	Date Appointed
Henry Ender	5860	Chief Executive Officer, Secretary, Director	September 20, 2006
Fred Farnden	6163	President, Chief Financial Officer, Director	January 2, 2008

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years:

HENRY ENDER, Chief Executive Officer, Secretary and Director

Henry Ender was appointed as our President, CEO, and CFO on September 20, 2006. Mr. Ender co-founded Foodfest International 2000, Inc. (“Foodfest”) in 1977. During the past five years, Henry has been involved in the day-to-day operations of Foodfest. He has been responsible for developing the import/export side of the business. Mr. Ender has developed a working relationship with supermarket buyers in Ontario, Canada. Henry has established a network of distributors in Canada and the U.S. who facilitate the sale and delivery of products imported by Foodfest in their local regions. Henry has been involved in direct sales, product selection and procurement, merchandising and marketing. Since inception, Henry has been providing the direction in Henya’s approach to the market and providing the necessary guidance to properly execute the company’s business plan.

FRED FARNDEN, President, Chief Financial Officer and Director

Mr. Farnden started his career in the food business in 1971 and has been involved in management and/or ownership positions with Safeway Stores Incorporated, Spetifore and Sons Ltd., Coast Labeling and Services Ltd., Coastal Water Seafoods Ltd. and Foodfest International 2000 Inc.

~~Foodfest imports~~KEVIN products from Israel and Canada into the United States and from Israel and the United States to Canada. Foodfest is a direct sales and distribution (“DSD”) food company in the Province of Ontario and is a customer of Henya. Foodfest sells imported products to other DSD food distributors in Canada and the United States. Foodfest sells to Canadian supermarkets including: Loblaws; Real Canadian Super Store; No Frill’s; Fortino’s; Zehr’s; Sobeys; Price Choppers; A&P Dominion; Food Basics; Wal-Mart; Highland Farms and Longos. Specialty stores include Whole Foods; Pusateri’s; Kosher City; Hartman’s and Hermes. In CanadaHOPPS, Foodfest sells to co-distributors including: Tree of Life; Sunopta; Regitan and Richmond Specialty Foods which reach specific markets. In Canada, Foodfest services over 3,000 retail and institutional customers. In the U.S., Foodfest sells in New York; Massachusetts; Maryland; Florida; Illinois; Minnesota and California. Foodfest has established vendor relationships with the supermarkets listed above,which provides Foodfest the opportunity to present new products to the buyers for their consideration. Mr. Ender started out in the food business in 1974 and has been involved in a management and ownership position of North Kensington Markets; Central Smoked Fish; International Shrimp Storage; NKM Chapmans Fine Foods; Canada Seafood Corporation; Allseas Fisheries; Mike’s Fish/St.Lawrence Market; Seacore Seafood Corporation; Seafood Warehouse International and Foodfest.Director

~~Foodfest is a DSD company which means it is a distributor which sells and delivers store by store, stopping at each store or account to drop products and sometimes even merchandise those goods~~Mr. ~~Henya~~Hopps is acurrently ~~food~~the ~~broker~~Chief ~~which~~Executive ~~means~~Officer ~~it represents products to a variety~~ of ~~prospective~~Strubs ~~buyers.~~Food ~~These buyers could be specialty stores, retail grocery chains, wholesalers, foodservice operators and distributors, drug chains, mass merchandisers, industrial users or military installations~~Corp. ~~In trying to sell products and achieve~~ a ~~listing,~~position ahe ~~broker~~has ~~may make~~held ~~presentations~~since toNovember ~~the head offices of chains and wholesale groups~~2008. ~~More and more, key buying decisions are being made at regional headquarters~~Mr. IfHopps awas ~~product is~~previously ~~listed,~~employed ~~then~~as ~~it's on~~ the ~~list~~manager of ~~products~~Sobey’s, ~~that the stores can order. Once~~ a ~~product~~ iskosher ~~listed~~supermarket, ~~Henya,~~from asOctober a1983 ~~broker,~~until ~~may~~November ~~also schedule promotions~~2008. ~~Henya keeps in touch with the head office of The Principals represented to ensure direct feedback and co-ordination between the head office and the retail accounts.~~

AsYAEL ~~well as~~SOGLOWEK ~~representing products to buyers (selling)~~ENDER, ~~Henya offer a number of other services. These may include merchandising (planning promotions and keeping product on the shelf), computerized ordering and data collection services.~~Director

InMrs. ~~the future,~~Yael ~~Henya~~Soglowek ~~will~~Ender ~~call~~owns on50% ~~retail~~of ~~outlets~~Soglowek onIndustries, aone ~~regular~~of ~~basis~~Israel’s ~~which~~largest isturkey ~~normally every~~farms, ~~four~~processing toand ~~six~~manufacturing ~~weeks~~facilities inmanufacturing ~~rural~~processed ~~locations~~poultry ~~and~~products ~~once a week~~ for ~~major~~the ~~retail~~Israeli market and ~~wholesale~~ ~~accounts~~export inaround the ~~city~~world. ~~Also~~ inSoglowek ~~the~~Industries ~~future,~~is ~~Henya~~also ~~plans~~a ~~to confirm~~producer ~~product~~of ~~shelf~~vegetarian ~~placement,~~products ~~adjust~~and ~~shelf~~pizza ~~space,~~products ~~handle~~sold ~~complaints,~~in ~~pull damaged~~the ~~product,~~Israeli ~~rush~~market ~~through an unplanned order, handle any special promotions or displays,~~ and ~~monitor competitor activity~~worldwide. ~~In the future, Henya also plans to provide problem solving solutions for its clients.~~

1316

In their positions with Foodfest, Mr. Ender and Mr. Farnden are responsible for managing the distribution of products to retail accounts, foodservice accounts and other distributors throughout Canada and the United States. In their positions with Henya, Mr. Ender and Mr. Farnden are responsible for representing manufacturers and distributors who have products they wish to sell to retail accounts, foodservice accounts and distributors.

Term of Office

Our directors were appointed for one-year terms to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers were appointed by our board of directors and hold office until removed by the board.

Our officers and directors will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of our directors. We have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officer(s) are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

Our officers and directors have not filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past five (5) years.

Audit Committee

We do not have a standing audit committee of the Board of Directors. Management has decided not to establish an audit committee at present because of our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 401(e) of Regulation S-B is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in its financial statements at this stage of its development.

Certain Legal Proceedings

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

Compliance With Section 16(A) Of The Exchange Act.

Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission and are required to furnish copies to the Company. To the best of the Company’s knowledge, any reports required to be filed were timely filed in fiscal year ended 31June ~~October~~30, ~~2009~~ 2011.

Code of Ethics

The Company has adopted a Code of Ethics applicable to its Chief Executive Officer and Chief Financial Officer. ~~This Code of Ethics is filed herewith as an exhibit.~~

ITEM 11.

EXECUTIVE COMPENSATION

Compensation of Executive Officers

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the fiscal years ended ~~October~~June 3130, ~~2009~~2011 and ~~2008~~2010 in all capacities for the accounts of our executives, including the Chief Executive Officer (CEO), ~~and~~ Chief Financial Officer (CFO) and Chief Operating Officer (COO):

1417

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards (shares) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	~~All Other Compensation ($)~~			Totals ($)	~~Totals ($)~~
Henry Ender CEO, Secretary, and Director	~~2008~~2010	$75,000		12,500				$	11,703	~~60,000~~	$	99,203		~~60,000~~
	2009									15,000				15,000
	2011	$150,000		37,500				$	9,013		$	196,513
Fred Farnden President, CFO and Director	~~2008~~2010	$Nil		12,500				$	8,661	~~60,000~~	$	21,161		~~60,000~~
	2009									15,000				15,000
	2011	$125,000		37,500				$	9,102		$	171,602
Joe Formusa COO	2010	$Nil		6,250				$	11,886		$	18,136
	2011	$74,333		18,750				$	7,426		$	100,509

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Certain Legal Proceedings

Stock Option Grants ~~Table~~. ~~There~~We ~~were~~have ~~no individual~~not ~~grants~~granted ofany stock options to ~~purchase~~ our ~~common~~executive ~~stock made to the~~ officers ~~named~~since inour ~~the Summary Compensation Table from January 1, 2009 through December 31, 2009~~incorporation.

Aggregated Option Exercises and Fiscal Year-End Option Value Table. We ~~There~~have ~~were~~not nogranted any stock options ~~exercised~~ ~~during~~to ~~period~~our ~~ending~~executive ~~December 31, 2009, by the~~ officers ~~named~~since inour ~~the Summary Compensation Table~~incorporation.

Long-Term Incentive Plan (“LTIP”) Awards Table. There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Employment Agreement

None.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the number and percentage of shares of our common stock, owned as of ~~January~~October 2913, ~~2010~~2013, by all persons (i) known to us who own more than 5% of the outstanding number of such shares, (ii) by our directors, and (iii) by our officers and directors as a group. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to the shares beneficially owned.

1518

Security Ownership of Certain Beneficial Owners

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Common Stock	Canadian Endernational Limited (2) 361 Connie Crescent Concord, ON L4K-5R2	14, 667	370.09028%
Common Stock	Canadian Triloon Corporation (3) 361 Connie Crescent Concord, ON L4K-5R2	30,000	0.057%

Security Ownership of Management

Title of Class	Name and address of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership	Percentage of Class (1)
Common Stock	Henry Ender (2) 2623 ~~Kendall~~Jenkins ~~St.~~Drive ~~New~~Thornhill, ~~Haven~~Ontario, ~~Connecticut~~L4C ~~06512~~8C5	1425,~~727~~214,667	3748.242%
Common Stock	Fred Farnden 8563 109B Street Delta, BC V4C-4H4	1425, 214,667	3748.092%
Common Stock	All directors and officers as a group (2 persons)	29,394	74.26%
Joe Formusa		500,000	0.955%
Common Stock and Exchangeable shares	All directors and officers as a group (2 persons)	50,974,001	97.44%

(1)	Based on 393,~~601~~950,089 shares of our common stock outstanding and 48,400,000 exchangeable shares.
(2)	Canadian Endernational Limited is controlled by Henry Ender and therefore Mr. Ender is deemed as the beneficial owner of the 14, 667 shares held in the name of Canadian Endernational Limited. Mr. Ender also controls Foodfest International 2000, Inc. and therefore Mr. Ender is deemed as the beneficial owner of the 50 shares held in the name of Foodfest International 2000, Inc. In addition, Mr. Ender’s wife, Yael Soglowek-Ender, personally owns 5 shares and she controls Canadian Triloon Corp. which owns 5 shares and therefore Mr. Ender is deemed to beneficially own these 10 shares. In total, Mr. Ender beneficially owns 14,727 shares.
(3)	Canadian Triloon Corporation is controlled by Yael Soglowek Ender, a director of the Company, therefore Mrs. Ender is deemed the beneficial owner of the 30,000 shares. Mrs. Ender is also the spouse oh Henry Ender.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS., AND DIRECTOR INDEPENDENCE

The ~~Company~~ ~~received~~following ~~commission~~transactions ~~income~~with ~~totalling~~related ~~$72,029~~parties ~~for~~were in the ~~year~~normal ~~ended~~course ~~31 October~~of ~~2009~~operations ~~(2008~~and -were ~~$422,675)~~measured ~~from~~at ~~related~~the ~~companies~~exchange ~~controlled~~value, bywhich ~~directors~~represented of the ~~Company. Included~~amount inof ~~account~~consideration ~~receivable~~established isand $0agreed atto 31by ~~October~~the ~~2009 (2008 - $542,060) from these~~ related ~~companies~~parties.

~~Beginning in~~During ~~November~~the ~~2006~~year ended June 30, 2011, the Company ~~began~~paid ~~paying~~management ~~rent~~fees and interest of $143,106 to Coastal Water Seafoods Ltd. (a company controlled by ~~the directors~~a stockholder and director of the Company). onAs aof ~~month-by-month~~June ~~basis for $1~~30,~~500~~ ~~per month. The~~2011 ~~Company~~accounts ~~paid~~payable ~~rent~~were ~~totalling~~due ~~$4,500~~to ~~for~~Coastal ~~the~~Water ~~year~~Seafoods ~~ended~~Ltd. ~~31 October~~in ~~2009~~the ~~(2008~~amount -of $18155,~~000)~~828 and are subject to normal trade terms.

~~The Company~~During ~~paid~~the ~~$57~~year,~~623~~ ~~(2008~~management –fees of $~~169~~149,~~070)~~880 were paid to aCanadian ~~related~~Endernational ~~company~~Ltd. ~~during~~(a ~~the~~company ~~year~~controlled ~~for overhead~~by ~~expenses~~a ~~incurred~~stockholder onand ~~behalf~~director of the Company). ~~This~~As ~~amount~~of isJune ~~from the Company’s agreement where it will pay as overhead~~30, ~~80%~~2011 ~~(2008~~accounts -payable ~~40%)~~were ofdue ~~its revenue~~ to ~~the~~Canadian ~~related~~Endernational ~~company~~Ltd. ~~This~~in ~~allows~~ the ~~Company~~amount ~~the use~~ of ~~the personnel and office equipment~~$375,958 ~~including phone, fax~~ and ~~other~~are ~~office~~subject ~~equipment~~to asnormal ~~needed. However~~trade ~~this policy has been suspended~~terms.

~~The Company~~Interest ~~accrued~~payments ~~fees~~totaling ~~for~~$122,876 ~~the~~were ~~officers~~made ~~and~~to ~~directors~~related ~~totaling~~parties ~~$30,000~~throughout ~~for~~ the year ended 31June ~~October 2009 (2008 - $120~~30,~~000)~~ 2011.

~~Effective February~~Rental 1payments totaling $314,180 ~~2009~~were made during the year ended June 30, ~~Foodfest~~2011 ~~International~~to ~~2000~~Triloon ~~Inc~~Corp. (~~“Foodfest”),~~ a company controlled by ~~the~~a ~~directors,~~stockholder ~~with~~and ~~the~~director ~~consent~~ of the Company). As of June 30, ~~has~~2011 ~~discontinued~~ accounts payable were due to Triloon Corp. in the ~~commission~~amount ~~agreement~~of $44,574 and are subject to normal trade terms.

~~Effective July~~The 2,Company ~~2009,~~made ~~Bandana~~purchases ~~Bandito,~~of ~~LLC~~inventory ~~(“Bandito”)~~from ~~and~~Naknik ~~Coastal~~Nahariya ~~Water~~Kasher ~~Seafoods~~Soglowek Ltd. (~~“Coastal”~~a related party whose director is also a director of the Company) during the year ended June 30, ~~two~~2011 ~~companies~~totaling ~~controlled~~$1,035,012. byAs ~~the~~of ~~directors~~June 30, ~~with~~2011 accounts payable were due to Naknik Nahariya Kasher Soglowek Ltd. in the ~~consent~~amount of ~~the Company~~$262,614 ~~have~~and ~~discontinued~~are ~~the~~subject ~~commission~~to ~~agreements~~normal trade terms.

~~Effective February~~The 1,Company ~~2009,~~transacted ~~the~~with ~~officers~~Strubs ~~and~~(a ~~directors~~company ~~agreed~~under tocommon ~~forgive~~control) ~~the~~during ~~payment of $230,000 of accrued management fees which was owed to them and to cancel~~ the ~~existing~~ ~~management~~year ~~agreements.~~as ~~No new agreements have been entered into.~~follows:

~~Effective February~~● 1,Accounts ~~2009,~~payable ~~the~~as ~~Company, with the consent~~ of ~~its~~June ~~related~~30, ~~landlord~~2011, ~~a company~~subject ~~controlled~~to bynormal ~~the~~trade ~~directors~~terms, ~~cancelled~~of ~~the existing rental agreement~~$1,035,012. ~~No new rental agreement has been entered into.~~

16● Rental payments received of $11,990, included within general and administrative expenses.

~~Effective February~~● 1,Management ~~2009,~~fees ~~the~~received ~~Company, with the consent~~ of ~~a related party~~$196, ~~a company controlled by the directors~~519, ~~has~~included ~~cancelled~~within ~~the~~general ~~overhead~~and ~~agreement.~~administrative ~~No new agreement has been entered into~~expenses.

~~On February~~● 1,Purchases ~~2009,~~of ~~the~~inventory ~~Company~~totaling ~~has forgiven~~ $~~532~~891,~~432~~971 ~~which~~were ~~was~~made ~~owed~~during ~~by a related party controlled by~~ the ~~directors due to the inability of the related party to repay the amount. During the~~ year ~~ended October 31, 2009, $12,013 of this bad debt was recovered.~~

~~On July 31, 2009, the Company has forgiven $7,345 which was owed by another two related parties controlled by the directors due to their inability to repay these amounts.~~19

WeITEM ~~were formed on September 20, 2006 and~~ 14~~,667 shares were issued to Canadian Endernational Limited, which is controlled by Henry Ender~~. ~~Other~~PRINCIPAL ~~than~~ACCOUNTING ~~the~~FEES ~~shares issued~~AND ~~set forth herein there have been no other transactions with our promoters.~~SERVICES

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

For the Company’s fiscal year ended ~~October~~June 3130, ~~2009~~2011 and ~~October~~June 3130, ~~2008~~2010, we were billed $2086,~~000~~412 and $3184,~~465~~960, respectively, by our present principal accountant for professional services rendered for the annual audit and interim quarterly reviews of our financial statements.

Tax Fees

For the Company’s fiscal year ended ~~October~~June 3130, ~~2009~~2011 and ~~2008~~June 30, 2010, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.

All Other Fees

The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal ~~year~~years ended ~~October~~June 3130, ~~2009~~2011 and ~~2008~~ June 30, 2010.

Audit and Non-Audit Service Pre-Approval Policy

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

1720

PART IV

ITEM 15. EXHIBITS, ~~AND~~ FINANCIAL STATEMENT SCHEDULES

(a). Documents filed as part of this Annual Report:

1. Financial Statements

The audited financial statements filed in this Annual Report are listed on page F-1 hereof.

2. Financial Statement Schedules

The Supplemental Schedule of Cashflow Information appears on page F-5 hereof.

3. Exhibits

EXHIBIT NO.	~~DESCRIPTION~~	DESCRIPTION
3.1	~~Articles of Incorporation (1)~~	Articles of Incorporation (1)
3.2	~~By-Laws (1)~~	By-Laws (1)
3.3	~~Memo regarding Management Compensation (2)~~	Memo regarding Management Compensation (2)
14.1	~~Code of Ethics (3)~~	Code of Ethics (3)
31.1	~~Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	~~Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	~~Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	~~Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) filed as an exhibit to the SB-2 filed with the SEC on May 7, 2007

(2) filed as an exhibit to the SB-2/a4 filed with the SEC on November 19, 2007

(3) filed as an exhibit to the Form 10-K filed with the SEC on February 13, 2009

18In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

Henya Food Corp.

Dated: October 13, 2011

	Foodfest International 2000 Inc.
By:	/s/ Henry Ender
	Chief Executive Officer
	(Duly Authorized Officer and Principal Executive Officer)

By:	/s/ Fred Farnden
	Chief Financial Officer
	(Duly Authorized Officer and Principal Financial Officer)

Dated: January 29, 2010

By: /s/ Henry Ender Chief Executive Officer By: /s/ Fred Farnden Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Title	Date
/s/ Henry Ender	Chief Executive Officer, Secretary and Director	~~January~~October 2913, ~~2010~~2011
Henry Ender
/s/ Fred Farnden	President, Chief Financial Officer, ~~Principal Accounting Officer~~ and Director	~~January~~October 2913, ~~2010~~2011
Fred Farnden

1922

Filing Compare · FOODFEST INTERNATIONAL 2000 INC.