As of March 28, 2008, 3,289,006 shares of the issuer's common stock were outstanding.

Transitional Small Business Disclosure Format (check one): Yes  [ ] No [X].

The statements contained in this Annual Report that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expectations, beliefs, intentions or strategies regarding the future. Without limiting the foregoing, the words "anticipates," "believes," "expects," "intends," "may" and "plans" and similar expressions are intended to identify forward-looking statements. The Company intends that all forward-looking statements be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company's views as of the date they are made with respect to future events, but are subject to many risks and uncertainties, which could cause the actual results of the Company to differ materially from any future results expressed or implied by such forward-looking statements. These statements speak only as of the date hereof. We are under no duty to update, and do not undertake to update, any of the forward-looking statements contained in this Annual Report to conform them to actual results or to changes in our expectations.

The Company was formed in Delaware on April 23, 1996. The consolidated financial statements include the accounts of George Foreman Enterprises, Inc, its wholly-owned subsidiary, George Foreman Management, Inc., and its majority-owned subsidiary, George Foreman Ventures, LLC ("Ventures"). G-Nutritional, LLC ("G-Nutritional") is a wholly-owned subsidiary of Ventures through which a majority ownership position in Vita Ventures, LLC ("Vita Ventures") was acquired. Ventures also acquired a majority ownership position in InStride Ventures, LLC ("InStride Ventures"). All significant intercompany balances have been eliminated.

On August 15, 2005 the Company and Ventures, entered into a series of agreements with George Foreman and George Foreman Productions, Inc. ("GFPI," and, collectively with George Foreman, "Foreman") pursuant to which, among other things, Mr. Foreman assigned certain trademarks and rights to the name, image, signature, voice, likenesses, caricatures, sobriquets, and all other identifying features and indicia of Mr. Foreman to Ventures, and GFPI agreed to furnish the personal services of Mr. Foreman to Ventures. In exchange, Mr. Foreman and GFPI were issued membership interests in Ventures. These membership interests can be, at GFPI and Foreman's option, exchanged into approximately thirty-five percent (35%), or 1,799,753 shares, of the fully-diluted shares of common stock of the Company. In addition, a trust of which George Foreman, Jr. and George Foreman III are the trustees was issued shares of the Company's Series A Preferred Stock, which shares entitle the holders thereof, voting separately as a class, to elect two (2) members of the Company's Board of Directors (the "Board"). The trust, as holder of such Series A Preferred Stock, has elected George Foreman and George Foreman, Jr. to serve as its designated directors on the Board. If all of Mr. Foreman's and GFPI's membership interests in Ventures were exchanged for shares of common stock of the Company and all unexercised Company stock options were exercised, there would be 5,822,151 shares of common stock of the Company outstanding based on the number of shares of common stock outstanding as of March 28, 2008.

At December 31, 2007, the Company had $344,631 in cash and cash equivalents compared to $1,659,314 at December 31, 2006. Substantially all of the Company's remaining cash at December 31, 2007 was provided by its initial public offering of common stock in 1999. There is an uncertainty about the Company's ability to continue as a going concern. Management of the Company has developed a plans on selling convertible promissory notes from time to time in order to obtain adequate financing to meet the Company's long-term cash needs through the sale of convertible promissory notes. The ability of the Company to continue as a going concern is dependent on the plan's success. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

On March 7, 2008, the Company sold 8% Convertible Promissory Notes (the "Notes") in the aggregate principal amount of $800,000. The Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Company's common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The proceeds from the Securities Purchase Agreement will be used for working capital. The buyers of the Notes included two entities that are controlled by Seymour Holtzman. Mr. Holtzman is a director, chief executive officer and co-chairman of the board of directors of the Company. The buyers also include Jeremy Anderson, the chief financial officer of the Company. The amount raised in this first offering is still not sufficient to ensure the Company's ability to continue as a going concern.

The Company can give no assurance that the Company's existing cash and cash equivalents are sufficient to satisfy its current obligations. The Company believes its current obligations will primarily relate to costs associated with the development of the Foreman brand.

The Company's success will depend primarily upon its ability to exploit and protect the intellectual property rights that Mr. Foreman has assigned to Ventures. Mr. Foreman has entered into numerous licensing, endorsement and other agreements, and there can be no assurances that a third party will not assert a claim to some or all of the intellectual property rights that the Company believes have been assigned to Ventures. In addition, the United States Patent and Trademark Office (the "PTO") may cite preexisting trademark applications and registrations by third parties against, and prior trademark owners may oppose, future trademark applications by the Company or Ventures incorporating the George Foreman name. Further, even if the Company or Ventures were able to obtain acceptance of its trademark applications by the PTO, a significant number of similar marks registered by, and licensed to, third parties could diminish the value and protectability of the intellectual property held by the Company or Ventures.

On September 7, 2006, G-Nutritional, an indirect majority-owned subsidiary of the Company, entered into an agreement with Vitaquest International, LLC ("Vitaquest") to operate a newly formed limited liability company for the purpose of marketing and selling certain products principally related to wellness, vitamins and nutritional supplements (the "Products") using the name and likeness of George Foreman. G-Nutritional and Vitaquest entered into an Operating Agreement (the "Operating Agreement") for the newly formed limited liability company, Vita Ventures, under which G-Nutritional and Vitaquest are the sole members. Under the terms of the Operating Agreement, G-Nutritional has sole approval over matters relating to the selection of products and the use of the Foreman trade name. G-Nutritional is therefore considered to hold a controlling interest over Vita Ventures. G-Nutritional owns 50.1% of the membership interests of Vita Ventures and Vitaquest owns 49.9% of the membership interests of Vita Ventures. Additionally, as part of this transaction, G-Nutritional entered into a Trademark License and Service Agreement with Vita Ventures on September 7, 2006 under which Vita Ventures was granted a worldwide non-exclusive license to use the name and likeness of George Foreman in connection with the sale of the Products. We acquire our inventory from our business partner and then resell it through our infomercial. Vita Ventures produced an informercial to promote the Products, which aired for the first time during the fourth quarter of 2007. During the three and twelve months ended December 31, 2007, Vita Ventures recognized $33,973 of income from the Lifeshake product marketed in the infomercial.

On April 20, 2007, Ventures entered into an agreement with InStride LLC ("InStride"), Olen Rice and Paul Koester to operate a newly formed limited liability company named InStride Ventures for the purpose of manufacturing, marketing and selling therapeutic footwear using the name and likeness of George Foreman. Ventures owns 50.1% of the membership interest of InStride Ventures, In Stride owns 47.9% of the membership interest of InStride Ventures and Messrs. Rice and Koester each own 1% of the membership interest of InStride Ventures. Additionally, in connection with this transaction, Ventures entered into a License Agreement with InStride Ventures granting InStride Ventures a license to use the name and likeness of George Foreman in connection with the business activities of InStride Ventures. Also, in accordance with the terms of an Exclusive Trademark License Agreement, InStride granted InStride Ventures a license to use certain trademarks owned by InStride in connection with the business activities of InStride Ventures. We also acquire our inventory from our business partner and then resell it. During the three and twelve months ended December 31, 2007, InStride Ventures recognized $6,190 and $45,447, respectively, of sales as a result of its agreement to supply ShopKo Stores, Inc. with therapeutic footwear using the name and likeness of George Foreman.

On June 12, 2007, Ventures granted KnowFat Franchise Company, Inc. ("KnowFat") a non-exclusive limited license to use the name and likeness of George Foreman in connection with the promotion of restaurants operated by KnowFat and its franchisees. As consideration for use of the license, Ventures was granted 900,000 shares of common stock of KnowFat, halfk of which vested as of the closing date and half of which vests over the four year term of the license agreement. In addition, Ventures has the potential to earn additional shares based on the number of franchises sold, as well as earning royalties based on KnowFat sales. On December 18, 2007, KnowFat merged with and into a publicly traded company and now operates under the name UFood Restaurant Group, Inc ("UFood"). The number of KnowFat shares owned by Ventures was converted to 1,371,157 shares of UFood as part of the transaction. Ventures recognized licensing fees and royalties of $40,556 and $79,033 for the three and twelve months ended December 31, 2007 respectively.

Ventures entered into a License Agreement, dated as of June 13, 2007, with Northern Foods plc ("Northern Foods"). Pursuant to this License Agreement, Ventures granted to Northern Foods, its subsidiaries and affiliated entities under its own ownership or control the nonexclusive right to manufacture, and the exclusive right to distribute and sell, frozen meats, poultry and fish that utilize, use or otherwise feature the name, image and likeness of George Foreman on packaging or other sales materials, to food stores and food wholesalers operating in the United Kingdom and the Republic of Ireland. As of December 31, 2007, Ventures recognized royalty income of $18,750 and $43,750 for the three and twelve months, respectively from its licensing agreement with Northern Foods.

The Company's employees are retained by the Company's wholly-owned subsidiary, George Foreman Management, Inc. ("Foreman Management"). As of December 31, 2007, Foreman Management had eight employees. These employees also perform services for other entities.

The Company's principal executive offices are in space leased by Jewelcor Management, Inc. ("JMI") from Seymour Holtzman and his wife and made available to the Company (without separate charge). JMI, a company controlled by Mr. Holtzman, the Company's Co-Chairman of the Board and Chief Executive Officer of the Company, provides the Company with certain consulting, administrative and other services in exchange for a monthly fee of $4,167.

The Company's principal executive offices are located in Wilkes-Barre, Pennsylvania, in a space leased by JMI from Mr. Holtzman and his wife, and made available to the Company (without separate charge) through the Company's consulting arrangement with JMI.

On November 23, 2005, the Company entered into a letter agreement (the "Agreement") with Circle Group Holdings, Inc., now known as Z-Trim Holdings, Inc. ("Circle"), pursuant to which both parties were to form a new limited liability company for the purpose of promoting Circle's zero calorie fat replacement food ingredient, Z-Trim(R) (the "Joint Venture"). The parties agreed to extend until April 28, 2006 the date by which the parties were to enter into a further definitive agreement consistent with the Agreement. As of April 28, 2006, the parties had not entered into the further definitive agreement. The Company forwarded to Circle a signed definitive agreement that it contends is consistent with the terms of the Agreement, but Circle did not return a fully executed copy of the definitive agreement to the Company. The Company believes, among other things, that Circle's failure to sign and return the definitive agreement constitutes a breach of the Agreement. Accordingly, on July 17, 2006, the Company filed a Complaint against Circle in the United States District Court for the Northern District of Illinois, Eastern Division, under Case number 06CV3853, alleging claims for specific performance, breach of contract, promissory estoppel, and unjust enrichment. Circle filed a motion for summary judgment alleging that, as matter of law, the Agreement was not an enforceable contract. On April 17, 2007, the court entered a Memorandum and Order denying Circle's motion for summary judgment with respect to the Company's claims for breach of contract, specific performance and unjust enrichment but granting summary judgment with respect to the promissory estoppel claim. The case is currently set for trial on September 15, 2008.

On May 9, 2006, Circle filed a Complaint against the Company in the Circuit Court of the Nineteenth Judicial Circuit, Lake County, Illinois. The Complaint alleges, among other things, that the Company breached a mutual nondisclosure agreement by filing with the SEC a Form 8-K containing certain information with respect to the passing of the previously disclosed date by which the parties were to enter into a further definitive agreement in connection with the Joint Venture. In the Complaint, Circle is seeking (a) injunctive relief restricting the Company's ability to discuss certain matters relating to the Joint Venture and (b) damages in an amount no less than the minimum amount required to bring an action in that court, which the Company believes to be $50,000. On June 22, 2006, the Court denied Circle's Request for Temporary Injunction, but signed an Order Issuing a Preliminary Injunction on August 3, 2006 that enjoins the Company from making any disclosure of "Information" described in the nondisclosure agreement without first providing written notice to Circle and giving it a reasonable and fair opportunity to limit the disclosure. The Company appealed the Court's ruling granting the Preliminary Injunction. By decision filed on October 30, 2006, the appellate court affirmed the Court's August 3, 2006 decision. The Company continues to believe that the claims set forth in the Circle's Complaint are without merit and plans on vigorously defending these claims.

No matters were submitted to a vote of the Company's security holders during the fourth quarter of fiscal year 2007.

The Company's common stock is traded on the over-the-counter on board ("OTC-OB") under the symbol "GFME.OB"

At March 28, 2008 the Company had 3,289,006 shares of common stock outstanding, held by 52 shareholders of record. This does not reflect persons or entities that held their stock in nominee or "street" name. The following table sets forth the high and low bid quotations per share as reported by the OTC-BB for the periods stated. The quotations set forth below reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

On March 28, 2008, the last sale price of our common stock on the OTC-BB was $1.95 per share.

On August 15, 2005, as consideration for the assignment of certain trademarks and rights to the name, image, signature, voice, likenesses, caricatures, sobriquets, and all other identifying features and indicia of Mr. Foreman to Ventures, Foreman was issued membership interests in Ventures, which membership interests will be exchangeable into approximately thirty-five percent (35%), or 1,799,753 shares, of the fully-diluted shares of common stock of the Company. Additionally, a trust of which George Foreman, Jr. and George Foreman III are the trustees was issued shares of the Company's Series A Preferred Stock, which shares entitle the holders thereof, voting separately as a class, to elect two (2) members of the Board. The membership interests and the Series A Preferred Stock were issued in private transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) thereof. The membership interests are exchangeable, at Foreman's option, into shares of the Company's common stock at any time, or from time to time, at an exchange rate determined in accordance with the provisions of an investor rights agreement by and among the Company and Ventures, on the one hand, and Mr. Foreman and GFPI on the other hand.

On March 7, 2008, the Company conducted a closing under a Securities Purchase Agreement of the same date with various buyers (the "Securities Purchase Agreement"). The Securities Purchase Agreement was accepted by the Company, and became enforceable against it, on said closing date. Pursuant to the Securities Purchase Agreement, as more fully set forth therein, the Company sold 8% Convertible Promissory Notes (the "Notes") in the aggregate principal amount of $800,000. The Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit consists of one share of the Company's common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. Each of the Notes is substantially identical in all material respects except as to the parties thereto, the amounts of securities purchased, the dates of execution, and other details. The Company expects that, when issued, each of the Warrants will likewise be substantially identical in all material respects. The buyers included two entities that are controlled by Seymour Holtzman. Mr. Holtzman is a director, chief executive officer and co-chairman of the board of directors of the Company. The buyers also include Jeremy Anderson, the chief financial officer of the Company. The aggregate sale price of the Notes was $800,000, and the Company paid no underwriting discounts or commissions. The sale was made in reliance upon an exemption from securities registration pursuant to Section 4(2) and/or Rule 506 of Regulation D and/or Regulation S as promulgated by the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. The Company believes that these exemptions are available because, among other things, each of the buyers was, to the knowledge of the Company, an accredited investor who acquired the securities for investment purposes and agreed to restrictions on transfer.

None.

None.

The following discussion should be read in conjunction with the consolidated financial statements contained in Item 7 of this Form 10-KSB.

The Company's net sales were $202,203 for the year ended December 31, 2007. Sales were derived from the newly signed agreements with Northern Foods ($43,750), Vita Ventures ($33,973), Instride Ventures ($45,447) and Knowfat ($79,033). The cost of sales was $32,625 related to Instride Ventures' therapeutic footwear and Vita Ventures' Lifeshake product. The Company's net sales and cost of sales were zero for the years ended December 31, 2006 as the Company continued to develop and market the Foreman brand.

Selling, general and administrative expenses were $3,044,511 for the year ended December 31, 2007, compared to $1,625,655 for the year ended December 31, 2006. Selling, general and administration expenses primarily consisted of marketing expenses and payroll and related expenses for accounting and legal personnel, professional and consulting fees, and Directors and Officers insurance, as well as other general corporate expenses. Selling, general and administrative expenses increased by approximately $1,419,000 in 2007. The increase in selling, general and administrative expenses was primarily due to a $1,000,000 million contingent liability recorded by the Company for the issuance of preferred shares to Mr. Foreman and an increase in marketing expenses of about $483,000 associated with developing the Foreman brand. Accounting and audit fees were approximately $88,000 higher in 2007 as a result of the Company's restatement of its financial statements for 2005 during the year and the compliance with Sarbanes-Oxley. Expenses for investor relations were about $44,000 higher in 2007 because the Company hired a public relations firm to help promote its new business ventures. Payroll expenses were about $49,000 higher in 2007 because the Company hired two additional employees to its staff. Compensation cost under employee stock plans decreased by about $136,000 as a result of Company stock options that vested in 2006. There were no Company stock options issued in 2007. Legal fees were about $156,000 lower in 2007 than in 2006 because 2006 included services provided in connection with the negotiating and preparing the agreements with Northern Foods, Vita Ventures, Instride Ventures and Knowfat.

Interest income was $41,620 for the year ended December 31, 2007, compared to $100,950 for the year ended December 31, 2006. The reduction in interest income was a result of lower money market account balances in 2007 as the Company used cash to fund operations. Other income for the year ended December 31, 2007 also included $220,569 of unrealized holding gains in marketable securities from the UFoods' shares.

There are both challenges and opportunities in the development of the current products being marketed. The products currently being promoted in Vita Ventures through its infomercial are in the highly competitive health and wellness markets. If we are able to capitalize on the recognition of the George Foreman name over other less-recognizable promoters, consumers may choose our product. Our biggest challenge in sales of the therapeutic shoe being sold by InStride Ventures appears to be in the large pharmacy retailers. Each retailer needs to dedicate resources to properly train and promote our product to ensure that diabetic patients are aware of the benefits in using the shoe. The licensing agreement with Knowfat may or may not be successful depending upon Knowfat's ability to grow and profitably manage their franchises.

The Company's net sales, cost of sales, sales and marketing expenses, operating and development expenses were zero for the years ended December 31, 2006 and 2005. Although the Company began developing and marketing the Foreman brand, the Foreman transaction consummated in August of 2005 and did not impact sales.

General and administrative expenses were $1,625,655 for the year ended December 31, 2006, compared to $1,377,743 for the year ended December 31, 2005. Amortization expense was reclassified and shown separately for comparative purposes out of general and administrative expenses, as previously stated, in the presentation of the Consolidated Statements of Operations for the years ended December 31, 2007 and 2006. General and administration expenses primarily consisted of payroll and related expenses for marketing, accounting and legal personnel, professional and consulting fees, and Directors and Officers insurance, as well as other general corporate expenses. General and administrative expenses increased by $247,912 in 2006. The increase in general and administrative expenses was primarily due to an increase in payroll and related expenses of about $374,000 associated with the Foreman agreement. Five additional employees were hired in August 2005 therefore 2006 was the first full year of payroll expenses for these employees. Compensation cost under employee stock plans increased by about $136,000 as a result of Company stock options that vested in 2006. Legal fees were about $111,000 higher in 2005 than in 2006 because 2005 included services provided in connection with the Foreman agreements. Reduction in premiums for Directors and Officers insurance resulted in savings in insurance expense of about $64,000. Management fees paid to JMI were also lower in 2006 by about $128,000 because the Company revised its consulting agreement with JMI in August 2005 whereby monthly fees were reduced from $21,500 per month to $4,167 per month.

Interest and dividend income was $100,950 for the year ended December 31, 2006, compared to $128,817 for the year ended December 31, 2005. The reduction in interest income was a result of lower money market account balances in 2006 as the Company used cash to fund operations. Other income was $235,489 for the year ended December 31, 2005, which was the result of realized gains on the sale of gold bullion it sold in January 2005. The Company incurred an expense of $280,492 in 2005 as part of a negotiated settlement in connection with a dispute related to a lease agreement for 7,566 square feet of general office space located in New York City, which expires in February 2010.

The SEC has recently issued Financial Reporting Release No. 60, "Cautionary Advice Regarding Disclosure About Critical Accounting Policies" ("FRR 60"), suggesting companies provide additional disclosure and commentary on those accounting policies considered most critical. FRR 60 considers an accounting policy to be critical if it is important to the Company's financial condition and results, and requires significant judgment and estimates on the part of management in its application as contemplated by FRR 60 based on our current state of operations. For a summary of all of the Company's significant accounting policies, including the accounting policies the Company believes to be critical, see Note 3 to the accompanying consolidated financial statements based on the Company's current activities.

The Company has vacated possession of its premises subject to operating leases. See also Item 2, Part 1, of this Form 10-KSB.

Net cash used in operating activities was $1,546,344 for the year ended December 31, 2007. The cash used resulted from the Company's loss of $2,723,348, the minority interests' loss of $303,339 and the unrealized holding gains on the marketable securities of $220,569 offset by the contingent liability of $1,000,000 million, amortization expense of $413,943 and an increase in accounts payable and accrued expenses of $271,400.

Net cash provided by investing activities was $83,000 for the year ended December 31, 2007. This was the result of proceeds from a matured time deposit of $333,000 of which $250,000 was used to purchase another time deposit.

Net cash provided by financing activities was $148,661 for the year ended December 31, 2007. This was due to proceeds of a related party payable on InStride Ventures LLC of $23,162 and Vitaquest's $125,499 contribution into Vita Ventures.

At December 31, 2007, the Company had $344,631 in cash and cash equivalents compared to $1,659,314 at December 31, 2006. On March 7, 2008, the Company sold Notes in the aggregate principal amount of $800,000. As of March 25, 2008, the Company had approximately $450,000 in cash and cash equivalents. The Company can give no assurance that the Company's existing cash and cash equivalents are sufficient to satisfy its current obligations. The Company believes its current obligations will primarily relate to costs associated with the development of the Foreman brand. To the extent that management of the Company develops the Foreman brand, it may have a significant impact on our liquidity.

Our directors, executive officers and principal stockholders own a significant percentage of our outstanding common stock. As a result, these stockholders may have the ability to influence the outcome of corporate actions requiring stockholder approval. This concentration of ownership may have the effect of delaying or preventing a change in control of the Company.

Mr. Foreman has entered into numerous licensing, endorsement and other agreements over the last decade, and there can be no assurances that a third party will not assert a claim to some or all of the intellectual property rights that the Company believes have been assigned to Ventures. In addition, the PTO may cite preexisting trademark applications and registrations by third parties against, and prior trademark owners may oppose, future trademark applications by the Company or Ventures incorporating the George Foreman name. Further, even if the Company or Ventures were able to obtain acceptance of its trademark applications by the PTO, a significant number of similar marks registered by, and licensed to, third parties could diminish the value and protectability of the intellectual property held by the Company or Ventures.

The Company began its transition in August 2005 to a company devoted to exploiting the intellectual property that Mr. Foreman assigned to Ventures. The Company has operated solely in this role for a short period of time, making it difficult to evaluate our ability to successfully manage and grow our business long-term. Furthermore, the Company's business model depends on a number of factors for its continued success, including the identification of joint venture partners, the ability to enter into beneficial joint venture arrangements with such partners, the continued market acceptance of the George Foreman brand and the production and sale of quality products by the Company's licensees.

Our certificate of incorporation contains a provision, which eliminates personal liability of our directors for monetary damages to be paid to us and our stockholders for some breaches of fiduciary duties. As a result of this provision, our stockholders may be unable to recover monetary damages against our directors for their actions that constitute breaches of fiduciary duties, negligence or gross negligence. Inclusion of this provision in our certificate of incorporation may also reduce the likelihood of derivative litigation against our directors and may discourage lawsuits against our directors for breach of their duty of care even though some stockholder claims might have been successful and benefited stockholders.

None.

We face a number of challenges and opportunities in the near term. Our primary challenge is to raise sufficient cash to meet our operating activities. We plan on selling convertible debentures to meet this need, but there is no assurance that we will be able to raise sufficient cash in such sales to meet those needs, if at all. Another challenge is that our products are marketed in highly competitive fields. Our primary opportunity is to most effectively use the well-known George Foreman name in our current product offerings and new products and services, which we develop from time to time, with new relationship partners.

To the Shareholders of

George Foreman Enterprises, Inc.:

We have audited the accompanying consolidated balance sheets of George Foreman Enterprises, Inc. (the "Company") as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years ended December 31, 2007 and 2006. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of George Foreman Enterprises, Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006 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 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Parente Randolph, LLC.

PARENTE RANDOLPH, LLC

Wilkes-Barre, Pennsylvania

March XX31, 2008

On August 15, 2005 the Company and Ventures, entered into a series of agreements with George Foreman and George Foreman Productions, Inc. ("GFPI" and collectively with George Foreman, "Foreman") pursuant to which, among other things, Mr. Foreman assigned certain trademarks and rights to the name, image, signature, voice, likenesses, caricatures, sobriquets, and all other identifying features and indicia of Mr. Foreman to Ventures, and GFPI agreed to furnish the personal services of Mr. Foreman to Ventures. In exchange, Mr. Foreman and GFPI were issued membership interests in Ventures. These membership interests can be, at GFPI and Foreman's option, exchanged into approximately thirty-five percent (35%), or 1,799,753 shares, of the fully-diluted shares of common stock of the Company. In addition, a trust of which George Foreman, Jr. and George Foreman III are the trustees was issued shares of the Company's Series A Preferred Stock, which shares entitle the holders thereof, voting separately as a class, to elect two (2) members of the Company's Board of Directors (the "Board"). The trust, as holder of such Series A Preferred Stock, has elected George Foreman and George Foreman, Jr. to serve as its designated directors on the Board. If all of Mr. Foreman's and GFPI's membership interests in Ventures were exchanged for shares of common stock of the Company and all unexercised Company stock options were exercised, there would be 5,822,151 shares of common stock of the Company outstanding based on the number of shares of common stock outstanding as of March 28, 2008.

At December 31, 2007, the Company had $344,631 in cash and cash equivalents compared to $1,659,314 at December 31, 2006. The Company can give no assurance that the Company's existing cash and cash equivalents are sufficient to satisfy its current obligations. The Company believes its current obligations will primarily relate to costs associated with the development of the Foreman brand.

Subsequent to year-end December 31, 2007, on March 7, 2008, the Company sold 8% Convertible Promissory Notes (the "Notes") in the aggregate principal amount of $800,000. The Notes are convertible into units of the Company at a conversion price of $2.50 per unit, subject to adjustment. Each unit shall consist of one share of the Company's common stock, par value $0.01 and one common stock purchase warrant, exercisable at a price of $3.00 per share, subject to adjustment. The proceeds from the Securities Purchase Agreement will be used for working capital.

The Company's success will depend primarily upon its ability to exploit and protect the intellectual property rights that Mr. Foreman has assigned to Ventures. Mr. Foreman has entered into numerous licensing, endorsement and other agreements over the last decade, and there can be no assurances that a third party will not assert a claim to some or all of the intellectual property rights that the Company believes have been assigned to Ventures. In addition, the United States Patent and Trademark Office ("the "PTO") may cite preexisting trademark applications and registrations by third parties against, and prior trademark owners may oppose, future trademark applications by the Company or Ventures incorporating the George Foreman name. Further, even if the Company or Ventures were able to obtain acceptance of its trademark applications by the PTO, a significant number of similar marks registered by, and licensed to, third parties could diminish the value and protectability of the intellectual property held by the Company or Ventures.

As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $2,723,348 and negative cash flows from operations of $1,546,344 for the year ended December 31, 2007. In addition, the Company has a history of net losses and negative cash flows from operations mainly due to its inability to generate significant revenues to date and the remaining cash available at December 31, 2007 is $344,631. These factors create an uncertainty about the Company's ability to continue as a going concern. Management of the Company has developed a plans on selling Convertible Promissory Notes (the "Notes") from time to time in order to obtain adequate financing to meet the Company's long-term cash needs through the sale of Convertible Promissory Notes (the "Notes"). The first round of sales of the Notes was completed on March 7, 2008; the Company sold 8% Notes in the aggregate principal amount of $800,000 (see Note 15). The amount raised in this first round is still not sufficient to ensure the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the plan's success. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company considers all highly-liquid investments with an original maturity date of three months or less when purchased to be cash equivalents. The Company has $279,000 invested in a money market account at December 31, 2007, which is not insured. In addition, the Company has approximately $162,000 in excess of the Federal Deposit Insurance Company insurance level in a bank.

Accounts receivable are recorded at amounts the Company expects to collect. The Company calculates allowances for estimated losses resulting from the inability of customers to make required payments. The Company does not require collateral on credit sales and reviews its accounts receivable aging on a regular basis to determine if any of the receivables are past due. The Company writes off all uncollectible trade receivables against its allowance for doubtful accounts.

Inventories are comprised of finished goods and stated at the lower of cost or market. Cost is determined by the first-in, first-out method.

Deferred income taxes are accounted for under the asset and liability method, which takes into account the differences between the tax basis of the assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. Deferred income taxes relate principally to asset and liability basis differences in the recognition of certain revenues and expenses, based on enacted tax laws and rates applicable to the periods in which the differences or carry-forwards are expected to affect taxable income. On January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 ("FIN 48"). The adoption of FIN 48 did not have an effect on the consolidated financial statements of the Company. The Company's policy for classifying interest and penalties resulting from income taxes is to recognize interest as interest expense and recognize penalties as general and administrative expenses in the Company's consolidated financial statements. For the period ended December 31, 2007, the Company has no unrecognized tax benefits resulting from tax positions taken, or tax positions for which it is reasonably possible that unrecognized tax benefits will significantly increase or decrease.

At December 31, 2007, the Company has unsettled federal tax returns for the 2005, 2006 and 2007 calendar years, and unsettled New York and Pennsylvania state tax returns for the same.

Effective for the quarter ended March 31, 2006, and thereafter, the Company adopted SFAS No. 123R, Share-Based Payment, in accounting for its employee stock options. SFAS No. 123R requires the Company to recognize as compensation expense an amount equal to the grant date fair value of the stock options issued over the required service period. Compensation cost was measured using the modified prospective approach provided under SFAS No. 123R and, consequently, the Company has not retroactively adjusted results from prior periods. Compensation cost totaling $135,854 was recognized during the year ended December 31, 2006 as an adjustment to additional paid-in capital. There was no option activity to report in 2007.

The fair value of each option award is estimated at the date of the grant using a Black-Scholes option- pricing model. Expected volatilities are based upon historical volatilities of the Company's stock. The Company uses historical data to estimate option exercises and employee terminations with the valuation model. The expected term of options granted is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.

The Company complies with SFAS No. 128, "Earnings Per Share." SFAS No. 128 requires dual presentation of basic and diluted income per share for all periods presented. Basic income per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shares in the income of the Company. Certain unexercised stock options to purchase shares of the Company's common stock as of December 31, 2007, were excluded in the computation of diluted earnings per share because the options' exercise price was greater than the average market price of the Company's common stock.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates, including those related to future cash flows associated with impairment testing for long-lived assets. The Company bases its estimates on assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

In September, 2006, the FASB issued Statement No. 157, Fair Value Measurements,("FASB 157") which defines, and provides guidance as to the measurement of, fair value. This statement creates a hierarchy of measurement and indicates that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. FASB 157 applies when assets or liabilities in the financial statements are to be measured at fair value, but does not require additional use of fair value beyond the requirements in other accounting principles. This statement is effective for fiscal years beginning after November 15, 2007, excluding certain nonfinancial assets and nonfinancial liabilities, for which the statement is effective for fiscal years beginning after November 15, 2008. The Company does not expect the adoption of FASB 157 in 2008, for financial assets and liabilities to have a significant impact on its financial position or results of operations. The Company is still evaluating the impact of adopting FASB 157 in 2009 for nonfinancial assets and liabilities.

On July 15, 2007, in connection with the Assignment and Termination Agreement (see Note 9 below) the Company opened a certificate of deposit for $250,000 with Wachovia Bank. The deposit accrues interest at a rate of 4.88% per annum with a maturity date of July 14, 2008. Unpaid interest of $5,100 has been accrued at December 31, 2007.

Prepaid expenses and other current assets at December 31, 2007 and December 31, 2006 were $41,670 and $102,900, respectively. Prepaid insurance of $35,000 and $32,500 at December 31, 2007 and 2006, respectively, is included in prepaid expenses. The amount represents prepaid insurance for the renewed Directors and Officers Liability Policy. These amounts are being expensed monthly over the life of the policy. At December 31, 2006, there was $70,400 in prepaid advertising costs, related to the production of an infomercial that aired in 2007. These costs were expensed in 2007.

On August 15, 2005, the Company and Ventures entered into a series of agreements with George Foreman and GFPI pursuant to which, among other things, Mr. Foreman assigned certain trademarks and rights to the name, image, signature, voice, likenesses, caricatures, sobriquets, and all other identifying features and indicia of Mr. Foreman to Ventures, and GFPI agreed to furnish the personal services of Mr. Foreman to Ventures. The initial capital contribution of intellectual property by Mr. Foreman and GFPI was valued for consolidated financial statement purposes at $2,099,716. The intangible asset is being amortized over its five year estimated useful life.

Intangible assets that are subject to amortization are evaluated for impairment. The Company uses a non-discounted cash flow analysis method of assessing impairment of these assets. Significant management judgment is required in the forecasting of future operating results, which are used in the preparation of the projected non-discounted cash flows. Should our actual cash flows generated from these assets not meet our expected projected cash flows, we could incur impairment charges relating to these intangible assets in the future.

On June 12, 2007, Ventures and KnowFat consummated a transaction pursuant to which Ventures granted KnowFat a non-exclusive limited license to use the name and likeness of George Foreman in connection with the promotion of restaurants operated by KnowFat and its franchisees. In exchange, Ventures was granted a total of 900,000 shares of common stock of KnowFat, of which 450,000 shares vested at date of closing and the remaining shares will vest over the four-year term of the licensing agreement. On December 18, 2007, KnowFat entered into a merger agreement and commenced business operations as a publicly traded company under the name UFood Restaurant Group, Inc ("UFood"). Due to the conversion of shares upon the merger, the number of shares of UFood common stock that Ventures was granted increased to 1,371,157.

This nonmonetary exchange was accounted for under Emerging Issues Task Force 00-8 ("EITF 00-8"), Accounting by a Grantee for an Equity Instrument to Be Received in Conjunction with Providing Goods or Services. Under EITF 00-8 the 450,000 shares of UFoods (formerly known as KnowFat) common stock was recorded at the estimated fair value of $513,000 at the date of vesting. As the remaining shares vest in accordance with the terms of the agreement, they will also be recorded at their then estimated fair value.

The investment in common stock of KnowFat was originally accounted for under the cost method, in accordance with Accounting Principles Board Opinion ("APB") 18, as Ventures owns less than a 20% interest in KnowFat including all shares granted. However, at the date of merger of KnowFat into UFoods, the investment in common stock of UFoods is now accounted for under FASB 115, and classified as a trading security due to management's intent to trade the investment in the near term. Therefore, the Company recognized an unrealized gain of $220,569 at December 31, 2007.

Deferred revenues include the payment of the minimum royalty fees from Northern Foods of $150,000, net of $43,750 recognized as revenue through December 31, 2007, to be recognized on a straight-line basis, and the unearned portion of licensing fees from UFoods (formerly known as KnowFat) amounting to $513,000, net of $70,538 recognized as revenue through December 31, 2007, to be recognized on a straight-line basis over the four-year term of the contract. As future shares of UFoods vest (Note 7), their fair value will be deferred and recognized over the remaining term of the contract.

Commencing as of October 1, 1999, the Comp