SecProbe.io

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Mail Stop 3-8

								March 25, 2005

By Facsimile and U.S. Mail

Joseph R. Rodriguez, Jr.
Chief Financial Officer
International Food Products Group, Inc.
170 Newport Center Drive, Suite 260
Newport Beach, California 92660

		RE:	International Food Products Group, Inc.
			File No. 0-33251
			Form 10-KSB for the fiscal year ended June 30, 2004
			Filed November 16, 2004
			Forms 10-QSB for the quarters ended September 30
and
December 31, 2004

Dear Mr. Rodriguez:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
documents in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary.  Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

*************

FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 2004

General

1. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, these
revisions
should be included in your future filings, as applicable.

Description of Property, page 2

2. Your disclosures on page 5 of MD&A imply that you own a coffee
roasting facility in Columbia.  Please either revise your property
disclosures to include the applicable disclosures required by Item
102 of Regulation S-B with respect to this facility, or otherwise
revise your MD&A disclosures to clarify.

Management`s Discussion and Analysis or Plan of Operation

Plan of Operations, page 5

3. Please ensure the discussion of your plan of operations is both
realistic, in terms of your near-term prospects, and also well
balanced, in terms of the potential barriers to achieving your
plans.
In this regard, we note your statement that sales of your
Columbian
Supremo fractional packs are to be rolled out on a national basis
in
the next 90 to 120 days and that this program should exceed $12
million in annual sales.  In light of your limited sales activity
in
the two quarters subsequent to the balance sheet date, it appears
that this statement may have been overly optimistic.  Likewise, we
are unclear as to how you are able to support such statements as
"we
adhere to higher quality standards than approximately ninety-five
percent of the market place."  Please consider whether such
statements are appropriately included in your future discussions.
Finally, we note that in order to implement your plan of
operations,
you must be successful in raising additional debt or equity funds.
We believe this type of information should be discussed in the
context of the discussion of your plan of operations.

Critical Accounting Policies, page 7

4. Please revise to discuss the judgments, estimates, and
assumptions
involved in determining your estimate of sales returns, discounts
and
allowances.  In this regard, we note that returns, discounts, and
allowances represented 28% of gross sales in the year ended June
30,
2004.

Results of Operations for the Fiscal Years Ended June 30, 2004 and
2003

General and Administrative Expenses, page 8

5. Please revise your disclosures to discuss why there was such a
significant increase in general and administrative expenses in the
period ended June 30, 2004.  Given the materiality of both the
expense and the change in the expense, please be specific in your
discussion.  Please also indicate whether you expect to continue
to
incur this level of general and administrative expense in future
periods and why or why not.  Show us supplementally what the
revised
disclosure would look like in future filings.

Controls and Procedures, page 12

6. Your disclosure provides that your principal executive and
financial officers evaluated the effectiveness of your disclosure
controls and procedures "[a]s required by Rule 13a-14 under the
Securities Exchange Act of 1934..."  However, Exchange Act Rules
13a-
15(e) and 15d-15(e) define disclosure controls and procedures.
Please amend the filing to revise your citation to reference the
correct rules.  Please also make conforming amendments to your
Forms
10-QSB for the quarters ended September 30, 2004 and December 31,
2004.

7. We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the filing date of this report."
However,
Item 307 of Regulation S-B requires that your certifying officers
disclose their conclusions regarding the effectiveness of your
disclosure controls and procedures "as of the end of the period
covered by the report."  Please amend your filing accordingly and
also make conforming amendments to your Forms 10-QSB for the
quarters
ended September 30, 2004 and December 31, 2004.

8. You state that your management evaluated the effectiveness of
your
disclosure controls and procedures, as defined in the Exchange
Act.
However, your principal executive and financial officers only
concluded that your disclosure controls and procedures were
effective
in "timely alerting [them] to material information relating to
[the
Company] which is required to be included in [the Company`s]
periodic
SEC filings."  Please also state whether the same officers
concluded
the controls and procedures were effective in "ensur[ing] that
information required to be disclosed by an issuer in the reports
that
it files or submits under the Act is accumulated and communicated
to
the issuer`s management, including its principal executive and
principal financial officers, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure."  See Exchange Act Rule 13a-15(e).

9. Please revise your disclosures in the amended Forms 10-KSB and
10-
QSB to identify "any changes," not just "significant" changes, in
your internal controls over financial reporting during the most
recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, your internal controls
over
financial reporting.  See Item 308(c) of Regulation S-B for
guidance.

Exhibits and Reports on Form 8-K, page 14

10. Please note that all exhibits required by the exhibit table in
Item 601 of Regulation S-B must be filed or incorporated by
reference
into your periodic filings.  Please revise your future filings
accordingly.

Financial Statements

Statements of Shareholders` Deficit, page F-6

11. In order for us to fully understand the equity fair market
valuations reflected in your financial statements, please
supplementally provide an itemized chronological schedule covering
all equity instruments issued in exchange for services, in
satisfaction of compensation and in satisfaction of notes payable
from July 1, 2002 through December 31, 2004.  Provide the
following
information separately for each equity issuance:

a) The date of the transaction;

b) The quoted market price of your common stock on the date of the
transaction;

c) The number of restricted and/or unrestricted shares granted;

d) The per share amount paid, if any;

e) Management`s estimate of fair market value per share and how
the
estimate was made (in this regard, please elaborate in detail on
how
you arrived at any discount from the quoted market price of your
common stock on the date of grant in arriving at fair market
value);

f) The identity of the recipient, indicating if the recipient was
a
related party; and

g) The amount of expense recorded related to the equity issuance,
if
any.

Please also address in your response your basis in GAAP for
recording
any of the restricted or unrestricted share issuances at less than
the fair market value of your common stock on the date of
issuance.
We may have further comment.

 Notes to the Financial Statements

General

12. Please provide the disclosures regarding revenues by product
group and revenues and long-lived assets by geographic area
required
by paragraphs 37-38 of SFAS 131.

13. Based on your disclosures on page 9 regarding your
susceptibility
to currency exchange rate fluctuations, it appears that you may
have
material foreign currency transaction gains and/or losses included
in
your statements of operations.  Accordingly, please refer to
paragraph 30 of SFAS 52 and disclose the aggregate transaction
gain
or loss included in net income for each period presented, if
material.

Note 2.  Summary of Significant Policies

Revenue Recognition, page F-9

14. Your disclosures state that revenue is recognized at the time
products are shipped to customers, but you do not state when title
transfer occurs or who assumes risk of loss during shipment.
Supplementally please explain to us how your accounting policy
complies with the delivery and performance requirements of Topic
13:A
of SAB 104.  If your shipping terms determine risk of loss and/or
title transfer, you should disclose such terms in your future
filings.  Please also tell us when title transfers to the customer
and who assumes risk of loss if the product is damaged during
shipment to the customer.  Please also revise your disclosures to
clarify how your policy complies with GAAP when revenue is
recognized
prior to delivery of the product to the customer.

Recent Accounting Pronouncements, page F-13

15. You refer the reader to "Note 8 - Subsequent Events, Lease
Commitments," for a discussion of a lease transaction that you
planned to enter with an entity that may be considered a VIE; yet
this note appears to have been omitted.   Moreover, we did not
find
any discussion of such a lease transaction in your first or second
quarter Forms 10-QSB.  Please advise us as to whether subsequent
to
the balance sheet date, you entered into any leasing transactions
with entities that are VIEs under FIN 46R.  If so, please revise
your
disclosures in future filings to explain the application of FIN
46R
to the leasing transaction.   Show us supplementally how the
disclosure will read in future filings.

Note 10.  Contingencies and Concentrations

Litigation, page F-20

16. We note your disclosure that you have stipulated to a judgment
against you in favor of Flair Packaging and that you are currently
working out a payment schedule for this judgment.  Please confirm
to
us that you have accrued a liability for the full amount of the
judgment.  Also tell us and disclose in future filings the line
item
on the balance sheet where this accrual is included.

Exhibits 31.1 and 31.2

17. Please amend your Form 10-KSB for the year ended June 30, 2004
and your Forms 10-QSB for the periods ended September 30, 2004 and
December 31, 2004 to revise your certifications to read exactly as
set forth in Item 601 of Regulation S-B.

FORM 10-QSB FOR THE QUARTER ENDED DECEMBER 31, 2004

Statements of Cash Flows, page F-5

18. We note your use of the term Cash and Cash Equivalents.
Please
revise your footnote disclosures to define the term cash
equivalents
as used herein.

Exhibits and Reports on Form 8-K

19. Please note that if you entered into the cross-marketing
agreement with Silverado Corporation during the six months ended
December 31, 2004, you are required to file it as an exhibit to
your
Form 10-QSB.  Please include the agreement in the amended Form 10-
QSB
or confirm that the agreement was signed subsequent to quarter-
end.
See paragraph (a)(3) of Item 601 of Regulation S-B.

Exhibit 31.2

20. Please amend your Form 10-QSB to show the proper title of
Joseph
Rodriguez under his signature.  Please similarly revise your Form
10-
QSB for the period ended September 30, 2004.

************************************

	As appropriate, respond to these comments within 10 business
days or tell us when you will provide us with a response.  Please
provide us with a response letter that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter as a correspondence file on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Staff Accountant Ta Tanisha Henderson at (202) 942-
2958, or in her absence, to Robyn Manuel at (202) 942-7786, or me
at
(202) 942-2905.

							Sincerely,

							George F. Ohsiek, Jr.
							Branch Chief

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March 28, 2005
Page 1

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