INTEGRATED BIOPHARMA INC (Form: 10KSB/A, Received: 11/10/2004 11:16:28)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

FORM 10-KSB/A
Amendment No. 1

Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2004 Commission File Number 000-28876

INTEGRATED BIOPHARMA, INC.
(f/k/a Integrated Health Technologies, Inc .)

(Exact name of small business registrant in its charter)

            Delaware                                          22-2407475
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)

  225 Long Ave., Hillside, New Jersey                          07205
(Address of principal executive offices)                     (Zip code)

Registrant's telephone number: (888) 319-6962

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

Title of Each Class               Name of Each Exchange on Which Registered
Common Stock, $.002                        American Stock Exchange
par value per share

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 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.

Yes |X| No | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.

Yes |X| No | |

Registrant's revenues for the fiscal year ended June 30, 2004 were $25,282,790.

The aggregate market value of the voting stock held by non-affiliates of the Registrant based on the trading price of the Registrant's Common Stock on August 27, 2004 was $20,808,898.

The number of shares outstanding of each of the Registrant's classes of common equity, as of the latest practicable date:

Class Outstanding at August 27, 2004 Common Stock, $.002 par value 12,505,990 Shares

DOCUMENTS INCORPORATED BY REFERENCE

The information required by part III is incorporated by reference from certain portions of a definitive Proxy Statement which was filed by the Registrant with the U.S. Securities and Exchange Commission on October 29, 2004.

EXPLANATORY NOTE

This amendment to our Annual Report on From 10-KSB for the year ended June 30, 2003 is being filed to amend and replace items 9 and 13 of Part III of the Annual Report on Form 10-KSB.

PART III

Item 9. Directors and Executive Officers of the Registrant.

We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-B of the Securities Exchange Act of 1934. This Code of Ethics applies to our chief executive officer and our senior financial officers. A copy of this Code of Ethics is filed as an exhibit to this Annual Report.

The remaining information required by item 9 is incorporated by reference from the Company's Proxy Statement for Annual Meeting of Stockholders, which was filed with the U.S. Securities and Exchange Commission on October 29, 2004.

Item 13. Exhibits, List and Reports on Form 8-K

(a) Exhibits and Index

(1) A list of the financial statements filed as part of this report is set forth in the index to financial statements at Page F-1 and is incorporated herein by reference.

(2) An index of exhibits incorporated by reference or filed with this Report is provided below.

Number                      Description

 2.1  Purchase Agreement dated as of February 1, 2003 by and between Integrated
      Health Technologies, Inc. (n/k/a Integrated BioPharma, Inc.) and Trade
      Investment Services, L.L.C. re: Natex Georgia, LLC. (1)

 2.2  Purchase Agreement dated as of February 1, 2003 by and between Integrated
      Health Technologies, Inc. (n/k/a Integrated BioPharma, Inc.) and Trade
      Investment Services, L.L.C. re: TisorEx, Inc. (n/k/a Paxis
      Pharmaceuticals, Inc.). (1)

 2.3  Assignment Agreement dated as of July 1, 2003 by and between Integrated
      BioPharma, Inc., Trade Investment Services L.L.C., Vasili Patarkalishvili,
      VAP LLC, The James S. Friedlander Revocable Trust, Aqela LLC and Natela
      Patarkalishvili (2)

 2.4  Assignment and Assumption Agreement dated as of July 1, 2003 by and among
      Integrated BioPharma, Inc., Trade Investment Services L.L.C., and Paxis
      Pharmaceuticals, Inc. (2)

 2.5  Agreement and Plan of Merger dated as of February 21, 2003 between and
      among Integrated BioPharma, Inc. (f/k/a Integrated Health Technologies,
      Inc.), NAC-NJ Acquisition Corp. and NuCycle Acquisition Corp. (3)

 3.1  Certificate of Incorporation of Integrated BioPharma, Inc., as amended (4)

 3.2  By-Laws of Registrant (5)

 4.1  Certificate of Designation of Series and  Determination  of Rights and
      Preferences of Series A Convertible Preferred Stock of Integrated
      BioPharma, Inc. dated June 25, 2003 (4).

 4.2  Certificate of Designations,  Preferences and Rights of Series B
      Redeemable Convertible Preferred Stock of Integrated BioPharma, Inc. dated
      April 20, 2004 (6).

 4.3  Form of Warrant for Series B Redeemable Convertible Preferred Stock
      investors (6).

 4.4  Form of Additional Investment Right for Series B Redeemable Convertible
      Preferred Stock investors (6).

                                       1

10.1  Lease Agreement, dated August 3, 1994, between the Company and Hillside 22
      Realty Associates, L.L.C. (7)

10.2  Lease Agreement between the Company and Vitamin Realty Associates, dated
      January 10, 1997 (8)

10.3  Manufacturing Agreement between Chem International, Inc. and Herbalife
      International of America, Inc. dated April 9, 1998 (9)

10.4  Integrated Health Technologies, Inc. 2001 Stock Option Plan (10)

10.5  Subscription Agreement dated June 25, 2003 by and between Integrated
      BioPharma, Inc. and Carl DeSantis re: Series A Convertible Preferred
      Stock Offering (4).

10.6  Investor Rights Agreement dated as of June 25, 2003 by and between
      Integrated BioPharma, Inc. and Carl DeSantis re: Series A Convertible
      Preferred Stock Offering (4).

10.7  Warrant Agreement by and between Integrated BioPharma, Inc. and Carl
      DeSantis dated June 30, 2003 (4)

10.8  Promissory Note dated August 6, 2003 by and between Integrated BioPharma,
      Inc. and Bank of America (4)

10.9  Securities Purchase Agreement dated April 19, 2004 by and between
      Integrated BioPharma, Inc. and the Buyers listed therein re: Series B
      Redeemable Convertible Preferred Stock Offering (6).

10.10 Registration Rights Agreement dated April 19, 2004 by and between
      Integrated BioPharma, Inc. and the Buyers listed therein re: Series B
      Redeemable Convertible Preferred Stock Offering (6).

14.1  Code of Business Ethics (11)

21    Subsidiaries of the Registrant (12)

31.1  Certification of Periodic Report by Chief Executive Officer Pursuant to
      Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (11).

31.2  Certification of Periodic Report by Chief Financial Officer Pursuant to
      Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (11).

32.1  Certification of Periodic Report by Chief Executive Officer Pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 (11).

32.2  Certification of Periodic Report by Chief Financial Officer Pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002 (11).

--------------------------

(1) Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 26, 2003.

(2) Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on August 6, 2003.

(3) Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 24, 2003.

(4) Incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2003, filed with the SEC on September 29, 2003.

(5) Incorporated herein by reference to the Company's Registration Statement on Form SB-2, Registration No. 333-5240-NY.

(6) Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on April 21, 2004.

(7) Incorporated herein by reference to Amendment No. 1 to the Company's Registration Statement on Form SB-2, Registration No. 333-5240-NY.

(8) Incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1997, filed with the SEC on September 29, 1997.

(9) Incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998, filed with the SEC on September 24, 1998.

(10) Incorporated herein by reference to the Company's Registration Statement on Form S-8, filed with the SEC on May 1, 2002.

(11) Filed herewith.

(12) Incorporated herein by reference to the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 2004, filed with the SEC on September 28, 2004.

(b) Reports on Form 8-K:

(1) Current Report on Form 8-K/A filed October 2, 2003 pursuant to Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits).

(2) Current Report on Form 8-K filed on September 30, 2003 pursuant to, Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits), and Item 9 (Regulation FD Disclosure).

(3) Current Report on Form 8-K filed November 6, 2003 pursuant to Item 2 (Acquisition or Disposition of Assets), Item 5 (Other Events) and Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits).

(4) Current Report on Form 8-K filed on November 17, 2003 pursuant to Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits), and Item 9 (Regulation FD Disclosure).

(5) Current Report on Form 8-K filed on February 17, 2004 pursuant to Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits), and Item 9 (Regulation FD Disclosure).

(6) Current Report on Form 8-K filed April 20, 2004 pursuant to Item 5 (Other Events and Regulation FD Disclosure).

(7) Current Report on Form 8-K filed May 4, 2004 pursuant to Item 5 (Other Events and Regulation FD Disclosure and Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits).

(8) Current Report on Form 8-K filed May 17, 2004 pursuant to Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits), and Item 9 Regulation FD Disclosure).

(9) Current Report on Form 8-K filed June 25, 2004 pursuant to Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits), and Item 9 Regulation FD Disclosure).

(10) Current Report on Form 8-K filed June 28, 2004 pursuant to Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits), and Item 9 Regulation FD Disclosure).

(11) Current Report on Form 8-K filed June 29, 2004 pursuant to Item 7 (Financial Statements, Pro Forma Financial Statements and Exhibits), and Item 9 Regulation FD Disclosure).

SIGNATURES

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

INTEGRATED BIOPHARMA, INC. AND SUBSIDIARIES

Date:  November 9, 2004             By: /s/ E. Gerald Kay
                                    ---------------------
                                    E. Gerald Kay,
                                    Chief Executive Officer



Date:  November 9, 2004             By: /s/ Eric Friedman
                                    ---------------------
                                    Eric Friedman
                                    Chief Financial Officer

Exhibit 14.1

CODE OF BUSINESS ETHICS

INTEGRATED BIOPHARMA, INC.

Conflict of Interest and Confidential Information Policy

Part I: Code of Business Ethics

Integrity

Integrated BioPharma, Inc. (the "Company") values its reputation for integrity, honesty and fair dealing and these qualities must at all times characterize our business activities with customers, shareholders, employees, vendors, suppliers and the public. Company employees shall not attempt to achieve results at the cost of violation of laws or regulations or through dishonest or unethical dealings. As used throughout this Code of Business Ethics and Conflict of Interest and Confidential Information Policy (the "Code"), the term "Company employees" shall include all directors, officers and employees of the Company at all levels, and the term "family" shall mean spouse, parents, children, siblings, grandparents, grandchildren, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law, or any other person residing in the employee's home.

Candor

Officers and department heads and other supervisory employees must be informed at all times of matters within their respective sphere of responsibility which bear upon preserving the Company's reputation for integrity and honesty and fair dealing. Concealment or half-truths will not be tolerated. Accordingly, there should be full and open communication by all Company employees. Likewise, there shall be no concealment of information from the Company's directors, executive officers, internal or independent auditors or legal counsel.

Proper Accounting

Strict compliance with the Company's established accounting rules and controls is required at all times. The books of account and financial records must fairly reflect the transactions they record. Budget proposals, economic evaluation for projects and the like must be prepared in good faith and reflect in all material respects the best judgment of the preparers. All assets of the Company, including all cash and bank accounts in which the Company funds are on deposit, and all liabilities of the Company shall be timely recorded in the regular books of account of the Company in all material respects.

Consultants and Agents

All consultants or agents retained by the Company must comply with federal, state and local laws and regulations in the conduct of their work on behalf of the Company.

Fair Competition

The Company fosters the spirit of free enterprise and fair dealing and will continue to comply with laws which prohibit restraint of trade, predatory economic activities, and unfair or unethical business practices. Under no circumstances should Company employees enter into arrangements or even discuss with competitors anything concerning pricing or promotional strategies without the prior written approval of counsel.

Political Contributions

The Company will not contribute directly or indirectly to political parties or candidates for office, unless through an authorized Political Action Committee. Indirect contributions would include contributions by the Company or favors.

Entertainment, Gifts, Favors and Gratuities

Company employees may not offer or accept entertainment or gifts that could give rise the appearance of a conflict between the interest of such persons and the Company. It is well understood that occasional invitations to lunch, dinner and social affairs and similar minor gifts or favors are not unusual and the offer or acceptance of such favors shall not be considered a conflict of interest. On the other hand, gifts valued over $100.00 may create the possibility of a conflict and should be declined.

Expense Reports

All directors and employees shall comply strictly with the Company's policy on business and travel expenses as set out in its Employee Policy Manual. All employees and directors shall timely complete and submit expense reports in an accurate manner and with appropriate receipts. All employees and directors shall exercise reasonableness and prudence when spending the Company's money, and are not to submit expense reports that are not actual, reasonable and necessary to carry out the business purposes of the Company.

Compliance with Laws, Regulations and Company Policies

It is the policy of the Company to comply strictly with all laws and regulations, and with all Company policies. Company employees have access to legal advice and should always seek such advice as necessary prior to taking action.

Policy Against Harassment

All Company employees shall comply strictly with all federal and state civil rights, harassment, discrimination and other employment laws and regulations, and are prohibited from discriminating against any person on the basis of sex, age, race, color, religion, national origin, disability, ancestry, marital or veteran status, or any other legally protected status. Company employees shall treat all persons with respect and fairness, and all relationships (whether written, oral or electronic) shall be businesslike and free of any illegal bias, prejudice, harassment and retaliation.

Environment

All Company employees shall comply strictly with all federal, state and local laws and regulations relating to any environmental law, which includes the use, storage, treatment, transportation, manufacture, refinement, handling, production or disposal of any hazardous substance, and shall do all things necessary to protect human health and safety of the Company's employees, customers and the environment.

Public and Investor Relations

Only the President and Chief Executive Officer ("CEO") of the Company is authorized to communicate on behalf of the Company with shareholders, investors, bankers, the press, broadcast media or the general public. Any inquiries from these sources should be promptly referred to the CEO without further comment.

Contracts

Only proper officers of the Company specifically designated by the CEO are authorized to enter into and/or execute contracts (whether in writing or not) on behalf of the Company, and then only if each contract has been approved beforehand by counsel. Except as set forth herein, no other employee or agent of the Company has any authority (apparent, implied or otherwise) to obligate the Company in any manner or to hold himself/herself out to any third party as having any such authority.

Discovery of Violations

The CEO bears the ultimate responsibility for implementation and enforcement of this Code and all Company policies. The Chief Financial Officer will conduct compliance audits from time to time. Discovery of events of a questionable, fraudulent or illegal nature which are or may be in violation of this Code or Company policies must be promptly reported to the CEO of the Company and/or, where warranted in the judgment of the reporting person, the Audit Committee of the Board of Directors, if any.

Reporting Compliance with Code

All Company employees shall affirm periodically a knowledge and understanding of this Code by signing and returning to the CEO the attached Acknowledgement of Receipt and Compliance with this Code of Business Ethics and the Conflict of Interest and Confidential Information Policy.

Part II: Conflict of Interest

Purpose

Each director, officer and employee of the Company owes a duty of loyalty to the Company. It is the policy of the Company that no such person should have a conflicting interest in any organization with which the Company does business or is in competition. Also, no such person should be engaged in a business organized for profit and not affiliated with the Company in any capacity, including as an employee, agent or consultant, when such employment may be contrary to the best interests of the Company. Such an interest, regardless of whether it in fact affects the judgment or decisions of the individual in question, creates an unfavorable impression and may imply impropriety.

Definition

Whether or not an interest is conflicting will depend on the particular circumstances of each case, including the nature and relative importance, financial or otherwise, of the interest. It would be impossible to reduce the policy concerning conflict of interest entirely to a series of specific prohibitions. To do this would divert attention from a more important objective: namely, that each director, officer and employee should test personal conduct and its effect on the Company in accordance with accepted and recognized standards of (i) loyalty to the Company; (ii) the highest business ethics; and
(iii) the effect on the good reputation and goodwill enjoyed by the Company. It is the responsibilities of each Company employee to evaluate his/her own personal situations or acts to determine if there may be a need to disclose anything which may be a conflict with this Code. The following covers certain specific situations where conflict of interest might occur:

1. For a Company employee or any member of his or her family to have business dealings with the Company where there is an opportunity or the perception of an opportunity for preferential treatment to be given or received, except (i) with the prior written consent of the CEO; or (ii) in any case of ownership of less than 1% of stock or other equity in a public or privately held company.

2. For a Company employee or any member of his or her family to buy, sell or lease any kind of real estate, facilities, products or equipment from or to the Company or to any company, firm or individual who is, or is seeking to become, a contractor, supplier or customer, except with the prior consent of the CEO.

3. For a Company employee or any member of his or her family to serve as an officer or director of any other company, or in any management capacity for, or as an agent or consultant to any individual, firm or other company doing or seeking to do business with the Company, except with the prior consent of the CEO.

4. For a Company employee or any member of his or her family to accept from any organizations, firms or individuals doing or seeking to do business with the Company: commissions; a share in profits; finder's fees; gifts in cash; gift certificates or other payments; loans or advances (other than from established banking or financial institutions); materials, services, repairs or improvements at no cost or at unreasonably low prices; excessive or extravagant entertainment; and gifts of merchandise of more than $100.00 in value.

5. For a Company employee, directly or indirectly, to own or have an ownership or management interest in any business, firm, corporation or other organization which is in direct or indirect competition with the business conducted by the Company (excluding the ownership of less than 1% of stock or other equity in any such organization in which the stock is quoted and sold on the open market).

Part III: Confidential Information

Purpose

Each director, officer and employee of the Company owes a duty not to disclose confidential information of the Company (that is, information possessed by the Company, but not generally known to the public) without being specifically authorized.

Definition

It is a violation of this policy and the Company's Insider Trading Policy in its Employee Policy Manual for any director, officer or employee of the Company to:

1. Use or disclose to any person or entity not authorized (including employees who do not have a need to know and third parties such as family, friends, investors, bankers, analysts, press, etc.), any material non-public information or any confidential or proprietary information concerning the Company such as sales, earnings, financial or business forecasts, strategic, marketing or development plans, software, codes, technical specifications, etc., which has not been authorized for release; and

2. Buy or sell the Company's stock while in possession of material non-public information and without prior clearance from counsel.

Non-public information will be deemed to be material if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision to buy, sell or hold the Company's stock.

Persons who have
traded on material non-public information or persons who have tipped others, including family and friends who may have passed on any such information, have been the subject for civil and criminal proceedings. Any Company employee who engaged in such illegal conduct is also subject to immediate termination. These obligations of confidentiality shall survive the employee's termination from the Company.

Right to Inspect/Privacy

The Company reserves the right to inspect any Company mail systems, computers, software, files or any other internal documents in electronic or hard copy format. Further, an employee does not have the right to privacy at his/her desk or work station. Any destruction of Company property, whether tangible or intangible, including any unauthorized use, deletion, stealing, altering, erasing, infecting or other tampering of Company property, will result in disciplinary action, including immediate termination.

Part IV: Conclusion

Why do we need this document?

The Company believes the Code of Business Ethics, Conflict of Interest and Confidential Information Policy is already well understood, but it is restated at this time as a reminder that undisclosed acts or conditions in conflict with the interests as above described may be deemed sufficient grounds for discipline and even termination. The fact that one of the interests described above exists does not mean necessarily that a conflict (if it exists) is significant enough to be of practical importance. It is the Company's policy to allow a reasonable amount of time for the employee to correct the situation in order to prevent undue hardship, within the sole discretion of the Company's management, whose first concern must be the best interests of the Company.

Any Questions?

The Company's counsel is available to assist any Company employee with the interpretation of this Code or any other policies contained in the Employee Policy Manual. Never hesitate to ask if you ever have any questions about them.

Acknowledgement of Receipt and Compliance with the Code of Business Ethics, Conflict of Interest and Confidential Information Policy

Based on my recent reading of the Company's Code of Business Ethics, Conflict of Interest and Confidential Information Policy consisting of 8 pages, I certify that I have had the opportunity to ask questions about any personal situation I may be unclear or unsure about; that I understand it; and that I have at all times complied with the letter and spirit of the Code, except as may be disclosed on the back of this page or in the attached page(s). Further, if future events or circumstances change so as to give me concern that I or another employee may be in violation of this Code or have a possible conflict of interest, I acknowledge that I have an obligation to disclose and I will promptly disclose it to the CEO.

Print Name

Signature

Social Security Number

Date

RETURN THIS PAGE ONLY TO THE COMPANY'S CEO

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, E. Gerald Kay certify that:

1. I have reviewed this amendment to annual report on Form 10-KSB/A of Integrated BioPharma, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 9, 2004                            By: /s/ E. Gerald Kay
                                                  ---------------------
                                                  Name: E. Gerald Kay
                                                  Title: Chief Executive Officer

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eric Friedman, certify that:

1. I have reviewed this amendment to annual report on Form 10-KSB/A of Integrated BioPharma, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: November 9, 2004       By: /s/ Eric Friedman
                                 ---------------------
                                 Name: Eric Friedman
                                 Title: Vice President & Chief Financial Officer

Exhibit 32.2

CERTIFICATION OF PERIODIC REPORT
As adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

I, Eric Friedman, the Vice President and Chief Financial Officer of Integrated BioPharma, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(1) the Amendment No. 1 to Annual Report on Form 10-KSB/A of the Company for the annual period ended June 30, 2004 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2)      the information  contained in the Report fairly presents,  in all
         material respects,  the financial  condition and results of operations
         of the Company.


Dated:   November 9, 2004             By: /s/ Eric Friedman
                                      ---------------------

Eric Friedman Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION OF PERIODIC REPORT
As adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002

I, E. Gerald Kay, the Chief Executive Officer of Integrated BioPharma, Inc. (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:   November 9, 2004               By: /s/ E. Gerald Kay
                                        ---------------------
                                        E. Gerald Kay
                                        Chief Executive Officer