Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceedingpreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the issuerregistrant is a shell company (as defined in Regulation 12b-2 of the Exchange Act):

State the number of shares outstanding of each of the issuer's classes of Common equity, as of the latest practicable date:

Transitional Small Business Disclosure Format:

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 the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

(Check One):

Aggregate intrinsic value of options outstanding and options exercisable at March 31,June 30, 2008, was $0. Aggregate intrinsic value represents the difference between the company's  closing  stock price on the last  trading  day of the fiscal  period, which was $0.006$0.008  (post-reverse split) at March 31,June 30, 2008, and the exercise  price  multiplied by the number  of  options  outstanding.  As  of  March 31,June 30, 2008  total  unrecognized stock-based compensation expense related to non-vested stock options was $157,404. The total fair value of options vested was $0 for the three and six  month periods ended March 31,June 30, 2008, and 2007.

The Company computes earnings per share under SFAS 128.  Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year.  Dilutive common stock equivalents consist of shares issuable upon conversion of convertible notes and the exercise of the Company’s stock options and warrants (calculated using the treasury stock method).

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company has no items of other comprehensive income  (loss) for the three and six  months ended March 31,June 30, 2008.

The Company computes earnings per share under Financial Accounting Standard No.128,  "Earnings Per Share" (SFAS 128).  Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding during the year.  Dilutive common stock equivalents consist of shares issuable upon conversion of convertible notes and the exercise of the Company’s stock options and warrants (calculated using the treasury stock method).

At MarchJune 30, 2008 and December 31, 2008,2007, accounts receivable consists of:

The balance of loan receivable consisted of  a loanloans to Pasta Italiana, Inc. in the aggregate amount of $360,000 as of March 31,June 30, 2008.  These notes bear interest in the amount of 8% per annum.  These notes matured on August 24, 2006.  At March 31,June 30, 2008, the Company has reserved $75,000 of the loan receivable.  The Company stopped accruing interest income on this note at December 31, 2005. At March 31,June 30, 2008, interest receivable is $7,147.

A summary of property and equipment at March 31,June 30, 2008, is as follows:

Depreciation and amortization expense amounted to $10,016,$20,397, and $14,898,$29,967, respectively, for the threesix months ended March 31,June 30, 2008 and 2007.

At March 31,June 30, 2008 the Company has the following accrued interest on its balance sheet:

Accrued interest on some of the Company’s notes payable is convertible into common stock of the Company at a price of $0.005 per share (post-reverse split) (note 9). There is a beneficial conversion feature embedded in this convertible accrued interest.  The Company is amortizing this beneficial conversion feature over the life of the related party notes payable.  During the threesix months ended March 31,June 30, 2008, and 2007 the amounts of $38,627$68,428 and  $35,385$66,709 were credited to additional paid-in capital as a discount on accrued interest.  

At March 31,June 30, 2008, the Company has outstanding notes payable in the aggregate amount of $1,238,280.$1,086,088 including amounts of non-current of $13,470.   

During the threesix months ended March 31,June 30, 2008, the Company issued 43,200,000 warrants to purchase additional shares of common stock to two investors for consideration for extending the maturity date of some of the notes payable.  The value of the warrants in the amount of $254,240 was taken as a discount to the notes payable.  During the threesix months ended March 31,June 30, 2008, the warrants are amortized on a straight-line basis over the one year extension of the notes maturity date, as a result the amount of $21,187$84,747 was expensed.

Notes payable and notes payable to related parties at March 31,June 30, 2008, consist of the following:

On March 12, 2008, we executed amendments to restructure an aggregate of $150,000 of senior secured notes which were due February 7, 2007. The amendments extended the due date of the notes to March 4, 2009 and were in consideration of our issuance of an aggregate of: 30 million Class A warrants exercisable at $0.0115 per share, 7.5 million Class B warrants exercisable at $0.011 per share, and 3 million Class C warrants exercisable at $0.005 per share.  All of these warrants have essentially similar terms to the warrants we issued to such investors on February 24, 2005, except that the underlying common stock does not have registration rights.    

On March 12, 2008, we also extended, to March 4, 2009, the due date of an additional $10,000 note that was due November 19, 2006 in consideration of adding a convertibility feature, at a conversion price of $0.005 per share, to the note and the issuance of 2 million Class A warrants exercisable at $0.0115 per share, 500,000 Class B warrants exercisable at $0.011 per share, and 200,000 Class C warrants exercisable at $0.005 per share.  All of these warrants have essentially similar terms to the warrants we issued to such investors on February 24, 2005, except that the underlying common stock does not have registration rights.    

On January 22, 2008, we extended, to December 31, 2009, the due date of a $75,000 note previously extended to March 31, 2008 in consideration of adding a convertibility feature, at a conversion price of $0.005 per share, to the note.

The Company has certain convertible notes payable which contain embedded beneficial conversion features.  Through August 2005, the beneficial conversion features of these convertible notes were accounted for by the equity method, whereby the intrinsic value of the beneficial conversion features were considered discounts to the notes. These discounts were immediately amortized to interest expense. During September 2005, the number of shares of the Company’s common stock issued and issuable exceeded the number of shares of common stock the Company had authorized, and this triggered a change in the manner in which the Company accounts for these  beneficial conversion features.  In accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS 133”), the debt features provision contained in the terms governing the Notes are not clearly and closely related to the characteristics of the Notes.  Accordingly, the features qualified as embedded derivative instruments at September 30, 2005 and because they do not qualify for any scope exception within SFAS 133, they were required by SFAS 133 to be accounting for separately from the debt instrument and recorded as derivative financial instruments.  In September 2005, the Company valued the  beneficial conversion features of its notes payable using the Black-Scholes valuation method, and arrived at an aggregate value of  $12,528,662.  Pursuant to Emerging Issues Task Force Issue  00-19 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s  Own Stock” (“EITF 00-19”) “If a contract is reclassified from permanent  or temporary equity to an asset or a liability, the change in fair value of the contract during the period the contract was classified as equity should be accounted for as an adjustment to stockholders’ equity.”  Accordingly, during the year ended December 31, 2005, the Company charged the amount of $12,445,576 to stockholders’ equity.  $5,665,290 of this amount was charged to additional paid-in capital, which brought the balance of additional paid-in capital to $0. The remainder, or $6,780,286, was charged to accumulated deficit.  During subsequent periods,  the conversion option liability will be revalued, and any change in value charged to operations.  At March 31,June 30, 2008, the conversion option liability was valued at $1,324,053.$1,793,899.  The revaluation resulted in a loss during the  three and six months ended March 31,June 30, 2008,  of $711,624.$220,560 and $551,400. 

The Company valued these embedded conversion options using the Black-Scholes option pricing model with the following assumptions:

The Company engaged in the following transactions with related parties:

Three months ended March 31,June 30, 2008:

The Company issued 3three convertible notes payable in the amount of  $4,500 each (a total of $13,500) for additional salary due to the Company’s Chief Executive Officer.

During the three months ended March 31,June 30, 2008, the Company had the following transactions:

The Company recorded a discount to the accrued convertible interest on notes payable  in the amount of $38,627$29,801 during the three months ended March 31,June 30, 2008.  This amount was chargedcredited to additional paid-in capital during the three months ended March 31,June 30, 2008.

The company recorded a discount to the convertible notes payable  in the amount of $18,000 during the three months ended March 31,June 30, 2008.  This amount was chargedcredited to additional paid-in capital during the three months ended March 31,June 30, 2008.

The following table summarizes the warrants outstanding at March 31,June 30, 2008 (post reverse-split):

Transaction involving warrants are summarized as follows:

On December 31, 2007,  the Company issued 20,000,000 options to purchase additional shares of common stock at a price of $0.007 per share for services to be provided during the year ended December 31, 2008.  The5,000,000 options  were granted 5,000,000 options to each of the Company’s  ��theethree directors, and 5,000,000 to the Company’s president.  These shares vest on December 31, 2008.

The following table summarizes the options outstanding at March 31,June 30, 2008:

The Company accounts for the issuance of common stock purchase warrants and other freestanding derivative financial instruments in accordance with the provisions of EITF 00-19.  Based on the provisions of EITF 00-19, the Company classifies, as equity, any contracts that (i) require physical settlement or net-share settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement).  The Company classifies as assets or liabilities any contract that (i) require net-cash or (ii) give the counterparty a choice of net-cash settlement in shares (physical or net-share settlement).

The fair value of these warrants is determined utilizing the Black-Scholes valuation model.  Through August 2005, these warrants were accounted for by the equity method, whereby the fair value of the warrants was charged to additional paid-in capital. During September, 2005, the number of shares of the Company’s common stock issued and issuable exceeded the number of shares of common stock the Company had authorized, and this triggered a change in the manner in which the Company accounts for these  warrants and the Company began to account for these warrants utilizing the liability method.    Pursuant to EITF 00-19,  ,  “If a contract is reclassified from permanent  or temporary equity to an asset or a liability, the change in fair value of the contract during the period the contract was classified as equity should be accounted for as an adjustment to stockholders’ equity.”  Accordingly, during the year ended December 31, 2005, the Company charged the amount of  $10,374,536 to stockholders’ equity.    At the same time, the Company changed the way in which it accounts for the beneficial conversion feature of convertible notes payable (see note 8).

The accounting guidance shows that the warrants and options which are a derivative liability should be revalued  each reporting period. The recorded value of such warrants can fluctuate significantly based on fluctuations in the market value of the underlying securities of the issuer of the warrants and options, as well as in the volatility of the stock price during the term used for observation and the term remaining for warrants and options.  During the three and six  months ended March 31,June 30, 2008, the Company recognized a loss  of $364,267$396,844 and $761,115, respectively, for the increase in the fair value of the warrant liability and recorded this gain in operations during the three and six months ended March 31,June 30, 2008.  The fair value of these instruments was estimated at March 31,June 30, 2008, using the Black-Scholes option pricing model with the following assumptions: risk free interest rate: 3.50%; expected dividend yield: 0%; expected option life: 5 years; and volatility: 194.5%206.67%.

Effective July 30, 2008, Mr. Ziakas resigned his position as our Chief Operating Officer and assumed the non-executive officer position of Vice President of Procurement.  Mr. Ziakas’ existing employment agreement has been terminated and he will continue working for us as an employee-at–will with an annual salary of $105,000.

Certain information contained in this discussion and elsewhere in this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created by that act. The safe harbor created by the Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued "penny stock" (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3a51-1 under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission. We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on behalf of us.our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "will", "expect", "believe", "explore", "consider", "anticipate", "intend", "could", "estimate", "plan", "propose" or "continue" or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:

We are also subject to other risks detailed from time to time in our other Securities and Exchange Commission filings and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

Our Management’s Discussion and Analysis section discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue  recognition, accrued  expenses, financing  operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these Estimatesestimates under different assumptions or conditions. There are no significant accounting estimates inherent in the preparation of our financial statements.

The following discussion should be read in conjunction with the financial statements of the company and related notes included elsewhere in this Report and in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007.

The following is a discussion of our financial condition and results of operations for the three and six months ended March 31,June 30, 2008 and 2007. This discussion may contain forward looking-statements that involve risks and uncertainties. Our actual results could differ materially from the forward looking-statements discussed in this report. This discussion should be read in conjunction with our consolidated financial statements, the notes thereto and other financial information included elsewhere in the report and our other public filings.

The Company has accrued a liability for failure to register certain shares issuable.  At March 31,June 30, 2008, there were a total of 110,280,000 shares (post-reverse split) issuable pursuant to this penalty. This penalty has been fully accrued, and no additional accrual was made during the three months ended March 31,June 30, 2008. The amount of $37,432$14,280 was accrued during the three months ended March 31,June 30, 2007.  During the three months ended March 31,June 30, 2008 and 2007, the Company also marked to market the value of these 110,280,000 shares. This resulted in a  loss of $330,840$220,560 and a gain of $27,184,$11,280, respectively.

At  March 31,June 30, 2008, the Company had an accrued  liability of $1,199,159$1,595,299 representing the fair value of  the warrants issued with the convertible notes.  The Company recorded a loss of  $364,271$396,136 and a gain of $29,829$2,076, respectively,  during the three months ended March 31,June 30, 2008 and 2007 respectively, representing the change in the fair value of these warrants.

At March 31,June 30, 2008, the Company had an accrued liability of $1,324,053,$1,793,899, representing the fair value of the beneficial conversion feature of convertible notes payable.  The Company recorded a loss of  $711,624$469,846 and $113,003a gain of $20,259, respectively, during the three months ended March 31,June 30, 2008 and 2007 respectively, representing the change in the fair value of these options.

Interest expense, net of interest income, increased by $40,120,$67,372, or approximately 53%82%, from $76,274$81,859 during the three months ended March 31,June 30, 2007 to $116,394$149,231 for the three months ended March 31,June 30, 2008. This increase was attributable primarily to the new issuances of convertible notes payable for services performed, and to the amortization of the discount associated with the beneficial conversion features of these  notes.

For the reasons stated above, net loss for the three months ended March 31,June 30, 2008 was $1,537,721,$1,380,931, an increase of $1,423,111$1,329,701 or approximately 1,242%2,596% compared to a net loss of $114,610,$51,230, during the three months ended March 31,June 30, 2007. It is important to  note that these losses are substantially the result of the application of various accounting rules as they apply to the Company, and that many of the charges made by the Company to value certain liabilities  have no impact on our cash flows.

As of March 31,June 30, 2008, the Company had cash on hand of $29,540,$28,461,  a decrease of $45,070$46,149 from December 31, 2007. During the threesix months ended March 31,June 30, 2008, cash used by operating activities was $43,497,$39,398, consisting primarily of the net loss of $1,537,721$2,918,652 offset by depreciation and amortization of $10,016;$20,397; amortization of the discount on notes payable and accrued interest of $77,714;$189,175; change in fair value of warrant liability of $364,271;$760,411; change in fair value of conversion option liability of $711,624;$1,181,470;  loss from  marking to market shares issuable due to penalty on late registration of shares of $330,836;$551,396; and changes in the components of working capital in the net amount of $237.$176,405. Cash used by investing activities was $4,379, consisting of the purchase of property and equipment.  Cash used by financing activities was $1,573,$2,372, consisting of principal payments on notes payable.

Historically, our primary cash requirements have been used to fund the cost of operations, with additional funds having been used in promotion and advertising and in connection with the exploration of new business lines.

Under current operating plans and assumptions, management believes that projected cash flows from operations and available cash resources may be insufficient to satisfy our anticipated cash requirements for at least the next twelve months. As we seek to increase our sales of perishables, as well as identify new and other consumer oriented products and services, we may use existing cash reserves, long-term financing, or other means to finance such diversification.

In accordance with the Securities and Exchange Commission's (the "Commission") Release Nos. 33-8040; 34-45149; and FR-60 issued in December 2001, referencing the Commission's statement "regarding the selection and disclosure by public companies of critical accounting policies and practices", we have set forth in Note 2 of the Notes to Consolidated Financial Statements what we believe to be the most pervasive accounting policies and estimates that could have a material effect on our results of operations and cash flows if general business conditions or individual customer financial circumstances change in an adverse way relative to the policies and estimates used in the attached financial statements or in any "forward looking" statements contained herein.

The Company’s cash on hand may be insufficient to fund its planned operating needs. We continue to seek funding for working capital requirements, necessary equipment purchases, marketing costs, and other operations for the next year and foreseeable future by raising capital through the sale of equity and/or debt securities, issuing common stock in lieu of cash for services and by advances from shareholders.

We expect that any sale of additional equity securities or convertible debt will result in additional dilution to our stockholders. The Company can give no assurance that it will be able to generate adequate funds from operations, that funds will be available to us from debt or equity financing, or that if available, the company will be able to obtain such funds on favorable terms and conditions. If the company cannot secure additional funds it may have to reduce its operations to be able to continue as a going concern.  The Company currently has no definitive arrangements with respect to additional financing.

While we have raised capital to meet our working capital and financing needs in the past, additional financing may be required in order to meet our current and projected cash flow deficits from operations and development. We are seeking financing in the form of equity or debt in order to provide the necessary working capital. We currently have no commitments for financing. There is no guarantee that we will be successful in raising the funds required.

By adjusting our operations and development to the level of capitalization, management believes we may have sufficient capital resources to meet projected cash flow deficits through the next twelve months. However, if thereafter, we are not successful in generating sufficient liquidity from operations or in raising sufficient capital resources, on terms acceptable to us, this could have a material adverse effect on our business, results of operations, liquidity and financial condition.

The independent auditors report on our December 31, 2007 financial statements states that our recurring losses raise substantial doubts about our ability to continue as a going concern.

The impact of inflation on the costs of the Company, and the ability to pass on cost increases to its customers over time is dependent upon market conditions. The Company is not aware of any inflationary pressures that have had any significant impact on the Company’s operations over the past quarter, and the Company does not anticipate that inflationary factors will have a significant impact on future operations.

The Company does not maintain off-balance sheet arrangements nor does it participate in non-exchange traded contracts requiring fair value accounting treatment.

The Company’s business and success is subject to numerous risk factors as detailed in its Annual Report on Form 10-KSB for the year ended December 31, 2007.2007 which is available at no cost at www.sec.gov.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit pursuant to the requirements of the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, among other things, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report, have concluded that as of that date, our disclosure controls and procedures were adequate and effective to ensure that information required to be disclosed by us in the reports we file or submit with the Securities and Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. The conclusions notwithstanding, you are advised that no system is foolproof.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) and 15d-15 that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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 reports in this annual report.

None.

We are in default of $978,000 of our outstanding notes payable. We did not meet certain of our obligations under the loan documents relating to this issuance. These lapses include not reserving the requisite number of treasury shares, selling subsequent securities without offering a right of first refusal, not complying with reporting obligations, not having our common shares quoted on the OTC:BB and not timely registering certain securities.

None.

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