INTERNET FOOD CO INC, 10SB12G, 1999-08-02

INTERNET FOOD CO INC
10SB12G, 1999-08-02

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C 20549

FORM 10-SB

GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of the Securities Exchange Act of 1934

INTERNET FOOD COMPANY, INC.
(Name of Small Business Issuer in its Charter)

NEVADA 88-0390657
- - -------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

631-A Cass Street, Suite 181, Monterey, California 93940
- - -------------------------------------------------- ------
(Address of principal executive offices) (zip code)

Issuer's telephone number: (831) 647-8553

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

Title of each class Name of each exchange on
To be so registered each class is to be
------------------- ------------------------
Common Stock OTC Bulletin Board

Securities to be registered under Section 12(g) of the Act:

None
---------------------------------------------------
(Title of Class)

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TABLE OF CONTENTS
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Page
COVER PAGE 1
TABLE OF CONTENTS 2
PART 1 3
DESCRIPTION OF BUSINESS 3
DESCRIPTION OF PROPERTY
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
REMUNERATION OF DIRECTORS AND OFFICERS
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
SECURITIES BEING OFFERED

PART II
MARKET PRICE AND DIVIDENDS ON THE REGISTRANTS
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
LEGAL PROCEEDINGS
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
RECENT SALES OF UNREGISTERED SECURITIES
INDEMNIFICATION OF DIRECTORS AND OFFICERS

PART F/S
FINANCIAL STATEMENTS

PART III
INDEX TO EXHIBITS

SIGNATURES

Page 2
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PART I

The issuer has elected to follow Form 10-SB, Disclosure Alternative 2.

Item 6. Description of Business

BUSINESS

The Company is a development stage company. The Company was incorporated in
Nevada on April 14, 1998 with authorized capital of ten million (10,000,000)
shares of common stock, par value $0.001 per share. On July 23, 1998, the
Company amended its Articles of Incorporation to increase its authorized capital
to fifty million (50,000,000) shares of common stock, par value $0.001 per
share.

On August 10, 1998, the Company commenced an offering, pursuant to
Regulation D of the Securities Act of 1933 (the "Act"), Rule 504, of up to
1,200,000 shares of its common stock at a price of $0.10 per share. This
offering was conducted in order to raise money for working capital and inventory
and was broken down as follows: $90,000 for working capital, $2,000 for printing
and engraving costs, $12,000 for consulting fees, $12,000 for legal and
accounting fees and $30,000 for offering-related costs. On February 18, 1999,
this offering was completed with all shares being sold and issued for a total of
$120,000, less offering costs of $30,000 being received by the Company. A
closing Form D was filed as of February 25, 1999.

The going concern opinion of the independent accountant, as disclosed in
the Company's Independent Auditors Report attached to part F/S, is as follows:

As of December 31, 1998, the Company has net losses since inception
and negative equity which raises substantial doubt about its ability
to continue as a going concern.

The Company is in the process of raising additional working capital
through a public offering of its common stock, which is expected to
provide liquidity until operations become profitable. Management has
subsequent to year end was able to get its internet site up and
running. This is expected to provide additional sales. Also,
management has stepped up its efforts to increase its sales to hotels
and other businesses.

The Company's ability to continue as a going concern is dependent upon
successful public offering and ultimately achieving profitable
operations. There is no assurance that the Company will be successful
in its efforts to raise additional proceeds or achieve profitable
operations. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

The consumer may access the Company's menu of products over the Internet at
the Company's Web site. To access the Company's products, a user simply visits
the Company's Web site at http:/www.internetfood.com, registers using his or her
name and e-mail address, then browses through the Company's proprietary product
menu. Once on-line, the user may select any desired product from the Company's
products menu.

Substantially all of the products offered by the Company are available to
Web customers from other sources. The Company's wines and cheeses, for example,
are available online, including gourmet specialty stores. The advantage of the
Company's products menus is that it allows the consumer to select precisely the
type and quantity of gourmet food products he or she wishes to buy, order it
directly from the Internet to a home or office and, thereby, shop on the Web at
any convenient time. For example, a consumer can order products at any time
without leaving his or her home. Consumers can visit the Company's Web site as
often as they like and order products which may be supported by the sponsorship
of the Company's advertisers.

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Industry Background

Growth of the Internet. The Internet has grown rapidly in recent years,
spurred by developments such as easy-to-use Web browsers, the availability of
multimedia personal computers ("PCs"), the adoption of more robust network
architectures, and the emergence of quality Web-based content and commercial
applications. The broad acceptance of the Internet Protocol ("IP") standard has
also led to the emergence of intranets and the development of a wide range of
non-PC devices that allow consumers to access the Internet and intranets. E-Land
estimates that the number of Web consumers worldwide will increase from
approximately 36 million at the end of 1997 to approximately 142 million by the
end of 2002. This represents an average annual growth rate of 79 percent. The
following graph illustrates historic and projected use of the Internet:

Much of the Internet's rapid evolution towards becoming a mass medium can
be attributed to the accelerated pace of technological innovation, which has
expanded the Web's capabilities and qualitatively improved users' on-line
experiences. Most notably, the Internet has evolved from a mass of static,
text-oriented Web pages and e-mail services to a much richer environment,
capable of delivering graphical, interactive multimedia content.

Gourmet Specialty Food Industry. The gourmet and specialty food industry is
one of the fastest growing businesses of America. The National Association of
Specialty Foods Trade, Inc. (NASFT) reports that sales have exploded in the last
six years, from $10 billion in 1990 to over $33.7 billion in 1998. Pak facts, a
New York resource firm, forecasts this trend will continue, with retail sales
expected to top $47 billion dollars by the year 2000 (1998 Gourmet Food Magazine
Article).

Through the economic down drafts of the 80s and 90s, the demand for
specialty foods arched upwards with the American consumer finding more
gratification. The Company intends to capitalize on this rapid growth by online
sales and offering catalog items and gift-giving products to hotels, businesses,
and individuals.

The Internet as a New Medium for Advertising.

The rapidly increasing number of Web consumers and the ubiquitous access to
the Internet, both in the United States and internationally, have resulted in
the emergence of the Web as a new mass medium for advertising. An independent
study conducted by e-land estimates that the number of Web consumers doubled
during 1996 to 19 million. A high rate of growth is expected to continue over
the next few years with over 140 million consumers anticipated by the year 2002,
including 64 million consumers in the United States alone.

The proliferation of workstations and personal computers served by local
networks has also resulted in the rapid increase in the number of potential
recipients of electronically distributed information. Forester Research
estimates that electronic delivery of information to corporate desktops alone
will generate approximately $800 million in revenues by the year 2001. The
Global Internet Project estimates that the amount of information on the Internet
is doubling each year and that the number of pages currently on the Internet is
approximately 11 million.

The Web is an attractive medium for advertising because of its
interactivity, flexibility, targetability, and measurability. Advertisers can
reach audiences and target advertisements to consumers with similar demographic
characteristics, specific regional populations, and affinity groups of selected
individuals. The interactive nature of the Web enables advertisers to determine
customer preferences, using these to initiate ongoing commercial relationships
with potential customers. Advertisers can easily change their impression levels,
and demographic information concerning consumers can be tracked and reported to
advertisers. According to e-land, Web advertising in the United States in 1996
was approximately $175 million and is expected to be as high as $8 billion by
the year 2002.

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The Company has attempted to design its Web site to offer a large and
comprehensive selection of Monterey specialty food and wine products. The
Company is actively engaged in negotiations with numerous other providers of
Monterey specialty food and wine products and believes that it has many
opportunities to quickly expand its products menu following its election to
become a fully-reporting public company.

Access to the products available on the Company's Web site is available to
the consumer free of charge. The Company believes, however, that the delivery of
certain, select products over the Internet for a fee, as well as
advertising-free products content, represent a significantly underexploited
market segment. The Company intends to offer Monterey specialty food and wine
products content and merchandise through electronic commerce ("e-commerce") and
revenue sharing arrangements with existing and future Monterey specialty food
and wine products manufacturers.

Initially, however, the Company has pursued a strategy of maturing, or
"beta testing", its Web site by offering all access to its products free of
charge, partially as a means of encouraging a high level of usage. The Company
believes that active usage of the Web site has meaningfully accelerated
development by identifying problem areas and promoting the testing refinements.
Based on marketing and technical evaluation, the Company is currently initiating
a commercial strategy that contains the following elements: advertising,
electronic commerce, category product scanner fees (cheeses, for example),
sales, and licensing.

Eventually, the Company expects to derive a significant portion of its
revenue from advertising on it Web site. It intends to use two methods of
advertising: "banner" advertisements and product sponsorships. Sponsorships
enable the Company to charge for focused advertising related to specific product
types, including cheeses, wines and salsas. Banner advertisements allow
interested consumers to link directly to the advertisers' own Web sites. The
Company intends to target traditional producers of Monterey regional foods and
wines as advertisers on its Web site.

The Company has entered into short-term advertising contracts on a per
impression basis or for a fixed-fee based on a minimum number of impressions.
Advertisements currently cost $2.00 per 30-second advertisement, while the
Company's banner advertising rates generally range from $20 to $35 per one
thousand impressions.

The Company's products are divided by type into specialty categories. The
Web site presently organizes the content into six categories. The categories
include Mustards, Clam Chowders, Cheeses, Jack Cheeses, Salsas and Wines. The
Company currently intends to expand the number of categories during the third
quarter of 1999. For each of the categories on the company's Web site, the
Company offers a premier product sponsorship to a Monterey specialty food and
wine products provider who desires to be prominently displayed on the Web site.
Category sponsorships are currently priced at $20 per one thousand impressions.

To enable advertisers to verify the number of advertisement playbacks or
visual impressions made by their advertisements and monitor their
advertisement's effectiveness, the Company provides its advertisers with reports
showing data on impressions, "click throughs" and categories, and then selects
advertisements specifically targeted to a particular consumer's personal
profile. For example, a customer considering the purchase of a Monterey "Jack
Cheese" may request information about available cheese products from the
Company's Jack Cheese category. The Company's software, interfacing with the
Company's proprietary advertising server software, recognizes that the consumer
is selecting the Jack Cheese category, checks the personal profile of the user
(i.e.: age and zip code), and delivers a topic-appropriate advertisement to the
target consumer. This process benefits both the advertiser and the consumer. The
customer saves time and effort by receiving relevant messages from various Jack
Cheese manufacturers or distributors prior to making a purchase, while the
advertiser reaches a prospective buyer at or near the time the consumer is
making a purchase decision.

The Company intends to maximize its resources by contracting third parties
for order fulfillment of physical merchandise; however, the Company will collect
a commission-based fee for all product sales. With most Monterey specialty food
and wine products, the Company will generally obtain a fully paid-up license or
enter into a revenue-sharing agreement with Monterey specialty food and wine
product manufacturers or distributors.

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Source Transaction Electronic Commerce

The Company has implemented electronic merchandising ("e-commerce") to
address the purchasing interests of the ever-increasing number of consumers who
are accustomed to buying products over the Internet. The Company has negotiated
a link to an established provider of secure financial communications software so
that it can offer consumer's the ability to purchase and own products available
on the Company's Web site. Customers pay by credit card for merchandise or by
downloading at the time of ordering directly over the Internet using the
Company's financial communications software.

Distribution Partnerships

The Company intends to develop partnerships with strategic Internet sites
to increase the traffic to its Web site categories. The Company is capable of
delivering consumers to other companies' Web sites in order to develop
additional streams of revenue. Incremental increases in traffic generated from
partnership sites will increase the frequency of advertisement impressions on
the company's Web site. The Company believes it can significantly increase total
advertising revenue from the increased traffic generated by partnered sites.

Monterey Specialty Food and Wine Products Categories. The Company has built
relationships with a wide variety of manufacturers and distributors of Monterey
County specialty food and wine products, as well as Northern California
producers, in an effort to appeal to the broadest possible market. Specifically,
the Company's current products include a private label Monterey Jack Cheese that
is hand-rolled. The Company currently has an eight-flavor selection of original
Monterey Jack, Garlic Monterey Jack, Hot Pepper, Habanero, Pesto, Vidalia Onion,
Cheddar and Chile Cheddar Cheeses. Other food specialty items (of which some are
private labels) include marinated artichoke hearts, cheese spreads, clam
chowders, crackers, garlic juice sprays, garlic mustards, garlic stuffed olives
and jalepenos, hot sauces, kiwi mustards, marinated mushrooms, pasta sauces,
pickled garlics, pistachios, salamis, salsas, sardines, sour dough bread bowls,
spices and wine jellies. Some of the wine selections include Smith & Hook, Hahn,
Jekel, Joullian, Bernardus, Chateau Julian, Cloninger Cellars, De Rose
Vineyards, Kendall-Jackson, Morgan, Paraiso Springs and Robert Mondavi wines.

Internetfood.com's Existing Library. Since launching its Web site, the
Company has collected a library of over 100 Monterey specialty food and wine
products. It intends to rapidly increase the size of its Monterey specialty food
and wine products menu upon effectiveness of this Form 10SB. Current Monterey
specialty food and wine products manufacturers or distributors include, among
others, Sonoma Cheese, Blossom Valley, and Foods, Garlic Valley Farms, Carmel
Candies, Pezzini Gourmet Foods, Messetta, Inc., Musso's, T & S Farms.

Marketing and Sales

The Company attracts consumers to its Web site primarily through Web-based
promotions. These can take the form of either advertisements on other targeted
Web sites or e-mail directed at selected Internet consumers. This use of e-mail
is the Internet version of direct marketing, and the Company feels it shall be
proven to be an important method by which the Company may continue to promote
its Web site to an increasing number of registered consumers. To a lesser
extent, the Company plans to attract new customers through more traditional
media, such as print advertisements and spots on drive-time radio.

The Company's in-house sales force develops and implements its advertising
strategies, including identifying strategic accounts and developing
presentations and promotional materials. As of June 15, 1999, the Company
employs one person to carry out its sales and marketing activities. That person
has been assigned to all the product industry segments and solicits advertising
contracts from companies in those industries and their agencies. The Company
plans to increase the size of its sales force as sales increase.

The Company also enters into cross-marketing relationships with other Web
sites. By putting click-through banners on other Web sites, traffic generated on
one Web site has the ability to move easily to the Company's Web site by simply
clicking on the banner.

Manufacturing

The Company does not plan to become a manufacturer or producer of Monterey
specialty food or wine products.

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Research and Development

Since its inception, the Company has devoted significant time and financial
resources to research and development activities to develop its current products
and services. The Company anticipates that a portion of its ongoing operations
will continue to include research and development activities due to the rapid
technological evolution of Internet-based commerce. Research and development
expenditures were $5,000 in 1998. There is no assurance that the Company will
successfully develop these products or services, or that competitors will not
develop products or services sooner or products or services that are superior to
the Company's product or service offerings.

Patents, Trademarks and Proprietary Rights

The Company has not filed any patent applications with respect to its
business. Although the Company does not believe that would presently provide a
competitive advantage, there is no assurance that in the future patent
protection will not be of substantial importance to the Company's business and
future prospects.

There is no assurance that a court having jurisdiction over a dispute
challenging their validity will not hold patents that may be issued to the
Company in the future invalid or unenforceable. Even if patents are upheld and
are not challenged, third parties might be able to develop equivalent
technologies or products or services without infringing such patents or the
Company could be required to expend substantial funds in order to defend its
patents.

There is no assurance that any particular aspect of the Company's
technology will not be found to infringe the rights of other companies. Other
companies may hold or obtain patents on inventions or may otherwise claim
proprietary rights to technology useful or necessary to the Company's business.
The extent to which the Company may be required to seek licenses under such
proprietary rights of third parties, and the cost or availability of such
licenses, cannot be predicted. While it may be necessary or desirable in the
future to obtain licenses relating to one or more of its proposed products or
relating to current or future technologies, there is no assurance that the
Company will be able to do so on commercially reasonable terms, if at all.

There is no assurance that the measures taken by the Company will
adequately protect the confidentiality of the Company's proprietary information
or that others will not independently develop products, services or technologies
that are equivalent or superior to those of the Company. Moreover, the Company
may also be subject to litigation to defend against claims of infringement of
the rights of others or to determine the scope and validity of the intellectual
property rights to others. If competitors of the Company prepare and file
applications in the United States that claim trademarks used or registered by
the Company, the Company may oppose those applications and be required to
participate in proceedings before the United States Patent and Trademark Office
to determine priority or rights to the trademark, which could result in
substantial costs to the Company. Similarly, actions could be brought by third
parties claiming that the Company's products infringe patents owned by others.
An adverse outcome could require the Company to license disputed rights from
third parties or to cease using such trademarks or infringing products.

Any litigation regarding the Company's proprietary rights could be costly
and divert management's attention, result in the loss of certain of the
Company's proprietary rights, require the Company to seek licenses from third
parties and prevent the Company from selling its products and services, any one
of which could have a material adverse effect on the Company's business, results
of operations and financial condition. In addition, inasmuch as the Company
obtains a substantial portion of its content and all of its products from third
parties, its exposure to copyright infringement actions may increase because the
Company must rely upon such third parties for information as to the origin and
ownership of such licensed content or products. The Company generally attempts
to obtain representations as to the origins and ownership of such licensed
content or products and generally obtains indemnification to cover any breach of
any such representations; however, there can be no assurance that such
representations will be accurate or that such indemnification will adequately
protect the Company.

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Competition

The Company will face intense competition in every aspect of its business,
including competition for consumers of food products and vendors of food
products. The business of using the Internet as a medium is currently
experiencing explosive growth and is characterized by extremely rapid
technological developments, rapid changes in consumer habits and preferences,
massive infusions of capital, and the emergence of a large number of new and
established companies with aspirations to control as much of the Web products
distribution process as possible. A relatively small number of these companies,
including America On Line and Yahoo!, currently control primary or secondary
access of significant percentages of all Internet consumers and, therefore, have
a competitive advantage in marketing to those consumers. Other large and
established companies, such as local and long distance telephone companies,
cable companies, satellite programming providers, and others, have established
relationships with large customer bases and are rapidly expanding into the
provision of Internet services. Although the Company does not believe that any
of these companies have financial, technological, promotional and other
resources that are much greater than those available to the Company. Most larger
competitors could purchase technology to provide services directly competitive
with the Company.

The Company competes with (i) other Web sites and Internet broadcasters to
acquire and provide gourmet food products to attract consumers, (ii) online
services, other Web site operators and advertising networks, as well as
traditional media such as television, radio and print, for a share of
advertisers' total advertising budgets, (iii) local radio, and television
stations and national radio and television networks for sales of advertising
spots, (iv) other Web site operators engaged in e-commerce, and (v) specialty
gourmet food and beverage wholesalers and retail stores.

Competition among Web sites that provide access to consumer products is
intense and is expected to increase significantly in the future. The Company
competes against a variety of businesses that sell gourmet food through one or
more media, such as print, radio, television, cable television and the Internet.
Traditional media companies that have not established a significant presence on
the Internet may expend resources to establish such a presence in the future.
The Company competes generally with other gourmet food producers for the time
and attention of consumers and for advertising revenues. To compete
successfully, the Company must contract to obtain and then provide over the Web
sufficiently compelling and popular gourmet foods to attract consumers and
support advertising intended to reach such consumers. The Company believes that
the principal competitive factors in attracting Internet consumers include the
quality of food products offered and the relevance, timeliness, depth and
breadth of content and services offered. The Company also competes for the time
and attention of Internet consumers with thousands of Web sites operated by
businesses and other organizations, individuals, governmental agencies and
educational institutions. The Company expects competition to intensify, and the
number of competitors to increase significantly in the future. In addition, as
the Company expands the scope of its products menu and services, it will compete
directly with a greater number of Web sites and other media companies. Because
the operations and strategic plans of existing and future competitors are
undergoing rapid changes, it is extremely difficult for the Company to
anticipate which companies are likely to offer competitive services or products
in the future.

The Company also competes with online services, other Web site operators
and advertising networks, as well as traditional media, such as television,
radio and print, for a share of advertisers' total advertising budgets. The
Company believes that the principal competitive factors for attracting
advertisers include the number of consumers accessing the Company's Web site,
the demographics of the Company's consumers, the Company's ability to deliver
focused advertising and interactivity through its Web site, and the overall
effectiveness and value of advertising offered by the Company. There is intense
competition for the same advertising on high-traffic Web sites, which has
resulted in a wide range of rates quoted by different vendors for a variety of
advertising services, making it difficult to project levels of Internet
advertising that will be realized generally or by any specific company. Any
competition for advertisers among present or future Web sites, as well as
competition with other traditional media for advertising placements, results in
significant price competition. The Company believes that the number of companies
selling advertising and the available inventory of advertising space have
recently increased pricing pressure for the sale of advertisements. Reduction of
the Company's Web advertising revenues would have a material adverse effect on
the Company's business results of operations and financial condition. There is
no assurance that the Company will be able to compete in its chosen market.

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Government Regulation

Although there are currently few laws and regulations directly applicable
to the Internet, it is likely that new laws and regulations will be adopted in
the United States, and elsewhere, covering issues like copyrights, privacy,
pricing, sales taxes and characteristics and quality of Internet services. It is
possible that governments will enact legislation that may be applicable to the
Company in areas such as content, network security, encryption and the use of
key escrow, data and privacy protection, electronic authentication or "digital"
signatures, illegal and harmful content, account charges and retransmission
activities. Moreover, the applicability to the Internet of existing laws
governing such issues such as property ownership, content, taxation, defamation
and personal privacy and commercialization of the Internet is presently
uncertain and, as a result, do not expressly contemplate or address the unique
issues of the Internet and related technologies. As such, export or import
restrictions, new legislation or governmental enforcement of existing
regulations may limit the growth of the Internet, increase the Company's cost of
doing business, or increase the Company's legal exposure, which could have a
material adverse effect on the Company's business, financial condition and
results of operations.

By distributing products over the Internet, the Company faces potential
liability claims based on the nature and content of the material that it
distributes, including claims for defamation, negligence, copyright, patent or
trademark infringement, which claims have been brought, and sometimes
successfully litigated, against Internet companies. Because the Company is
currently selling wines over the Internet, the Company is required to be
licensed as an alcohol vendor with the California Department of Alcoholic
Beverage Control. The Company's general liability not covered by insurance or in
excess of insurance coverage could have a material adverse effect on the
Company's business, results of operations and financial condition.

Plan of Operations

The Company has formulated a plan of operations for the next twelve months
as detailed below. The Company intends to use the net proceeds of its Internet
sales and credit line, if and when established, to improve its inventory, Web
site advertising and promotions. A substantial increase in these expenses shall
occur in October, November and December during the height of the holiday season,
during which 80 percent of the Company's sales are expected to occur.

In the Company's opinion, proceeds from possible future equity funding and
loans will satisfy its cash requirements for the next twelve months. The Company
has financed its operations since inception from the sale of equity, a
short-term loan and a limited amount of Internet-based sales. The Company is
currently negotiating for a short-term working capital loan with the same
individual third party who originated a previous loan to the Company. Management
believes that this private lender will finance the Company's working capital
based on the good performance of the previous loan which the Company is paying
as agreed. During the next six months certain funds will need to be raise. The
Company has no engineering, management or similar report that has been prepared
or provided for external use by the issuer or underwriter.

By the end of fiscal 1999, the Company plans to have successfully
introduced its product lines and labels on the Internet and eliminated any
technical complications concerning its Web Site. In order to implement the
strategic plan and meet the Company's anticipated working capital needs, the
Company estimates that it will require $150,000 in capital ($125,000 for
short-term financing and $25,000 for marketing and product development). The
short-term financing would include accounts receivable. The Company is currently
seeking a $150,000 line of credit with several interested financial institutions
and/or bridge financing from investment firms.

The Company's net revenues were $25,797 for the six months of sales ending
December 31, 1998. The Company's sales were generated from outside promotions
while the Company established its purchasing ability, developed its product
lines, and performed research and development. Cost of sales was $16,843 for the
six months ending December 31, 1998, primarily representing purchases and
supplies. Operating expenses were $42,364 for the six months ending December 31,
1998, primarily advertising, consulting fees, postage for catalogs, dues and
subscriptions. The Company's operating loss for the six months ending December
31, 1998 was $33,410, primarily due to consulting fees and promotions.
Management anticipates that the Company shall achieve a profit by the fourth
quarter of 1999.

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Despite low cash reserves, additional funds may be required in order to
proceed with the business plan outlined above. These funds would be raised
through additional private placements or other financial arrangements including
debt or equity. There is no assurance that such additional financing will be
available when required in order to proceed with the business plan or that the
Company's ability to respond to competition or changes in the market place or to
exploit opportunities will not be limited by lack of available capital
financing. If the Company is unsuccessful in securing the additional capital
needed to continue operations within the time required, the Company will not be
in a position to continue operations and the stockholders may lose their entire
investment.

Employees

As of June 15, 1999, the Company has one full-time employee who is
primarily engaged in marketing and sales. Because the Company is in a
developmental stage, two part-time consultants provide services to the Company
in the areas of ongoing Web site support research and development and financial
consulting. The Company makes use of additional outside consultants and
independent contractors to perform various functions, such as legal matters,
programming, engineering, development, and accounting. The Company believes this
approach not only allows it to limit expenses, but also provides maximum
flexibility to react to a changing Internet business environment. The Company's
employees are not represented by a labor union. The Company believes that its
employee relations are good.

As orders increase, the Company will employ one additional person to handle
shipping, excess order taking, and assembling the variety of products into
basket or gift packs as they are ordered over the Internet. During the peak
holiday season, which is November and December, a second person shall be needed
on a temporary basis to assemble holiday gift packages. The Company will
continue its ongoing business with hotels and other clients to whom they are
currently selling gift packages and baskets.

The Company's executive offices are located at 542 Lighthouse Avenue in an
approximately 300 square foot facility in Pacific Grove, California. This space,
which houses all of the Company's current operations, (other than off-site
product storage) is leased on a month-to-month rental agreement. The monthly
base rental payment under the agreement (not including insurance) is
approximately $300. For the peak holiday season, the Company shall rent
temporary space in November and December to perform high volume shipping and
storage.

The Company expects to have two full-time employees by the end of 1999. The
President will perform a multitude of company functions, along with a shipping
person and a salesperson. A full-time office manager will be added in the second
year, which would include bookkeeping, as well as accounts receivable and
payable.

Legal Proceedings

The Company is not presently a party to any material litigation.

Item 8. Directors, Executive Officers and Significant Employees

The following information sets forth the names of the officers and
directors of the Company, their present positions with the Company and certain
biographical information.

Janice M. Demianew, 51, is the President, Chief Executive Officer and
Chairman of the board of directors. Ms. Demianew is also currently operations
manager for Themiss, Inc., an investment banking firm, and has over 20 years of
experience in the legal field, having worked as legal assistant/secretary for
sole practitioners and law firms such as Brobeck, Phleger & Harrison in San
Francisco and San Diego. She has substantial accounting and business experience,
including with computers, word processing, and public relations.

Page 10
<PAGE>
Diane Button, 49, is the Secretary, Treasurer and a Director of the
Company. Prior to joining the Company, she held the position of Vice President
of California Seasons, Inc. in its commercial and wholesale division. In such
capacity, Ms. Button established the policies and procedures for the wholesale
distribution of the company's gourmet and specialty foods products. From
September 1989 to March 1997, Ms. Button worked for the Viad Corporation
(formally The Dial Corp) in the law, tax and shareholders' services department.
She was primarily responsible for communications with shareholders, registered
representatives and transfer agents. Ms. Button also assisted with quarterly and
annual reports, shareholder, proxies, annual meetings participation, and the
Company's dividend reinvestment program.

Melissa De Anzo, 35, is a Director of the Company. Ms. DeAnzo is a
consultant that specializes in providing bookkeeping, accounts receivable and
accounts payable services. She also provides assistance in audit and tax
preparation. Ms. DeAnzo's primary focus is on marketing small businesses which
have needs that would otherwise be more costly for smaller entrepreneurs. From
1993 until present, Ms. DeAnzo gained her experience with employment with
several major corporations, including Lawrence Paper Company and Household
Credit Services.

Item 9. Remuneration of Directors and Officers

The following table sets forth certain information as to the compensation
awarded to the Company's executive officers and directors for the fiscal year
ended December 31, 1998 and for the fiscal year which will end on December 31,
1999. No other compensation was paid or will be paid to any such officers other
than the cash compensation set forth below.

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------

Long Term Compensation
--------------------------------------------------
Annual Compensation Awards Payouts
-----------------------------------------------------------------------------------------------
Securities All
Other Underlying Other
Annual Restricted Options/ LTIP Compen-
Name and Year or Compen- Stock SAR's Payouts sation
Principal Period Salary Bonus sation) Awards (#) ($) ($)
Position Ended ($) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Janice M. Demianew
President 1998 $0 $0 $0 -0- -0- -0- $700.00
CEO 1999 $21,000 $0 $0 -0- -0- -0- $0
COB

Diane Button
Treasurer 1998 $0 $0 $0 -0- -0- -0- $0
Sec., Dir. 1999 $0 $0 $0 -0- -0- -0- $0

Melissa DeAnzo
Director 1998 $0 $0 $0 -0- -0- -0- $0
1999 $0 $0 $0 -0- -0- -0- $0

</TABLE>

In fiscal 1998, the aggregate amount of compensation paid to all executive
officers and directors as a group for services in all capacities was
approximately $700. Compensation of $21,000.00 will be paid executive officers
and directors for services in fiscal 1999.

Page 11
<PAGE>
Item 10. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of June 1, 1999, the beneficial
ownership of the Company's Common Stock by each person known by the Company to
beneficially own more than five percent of the Company's Common Stock, including
options, outstanding as of such date and by the officers and directors of the
Company as a group. Except as otherwise indicated, all shares are owned
directly.
<TABLE>
<CAPTION>

- - -----------------------------------------------------------------------------------
(1) (2) (3) (4)
Name and address of Amount and Nature Percent
Title of Class beneficial owner of beneficial owner of class
- - -----------------------------------------------------------------------------------
<S> <C> <C> <C>

Common Stock Monterey Ventures, Inc.* 990,695 5.6%
380 Foam Street, Suite 210
Monterey, California 93940

Diane S. Button 3,100,000 17.5%
430 Casa Verde
Monterey, California 93901

Janice M. Demianew 12,025,000 68.1%
809 Bautista Drive
Salinas, California 93901

</TABLE>

* Melissa DeAnzo is a stockholder of Monterey Ventures, Inc.

Item 11. Interest of Management and Others in Certain Transactions

The Company has retained the services of Monterey Ventures, Inc.
("MVI"), a private investment banking firm that specializes in assisting select
companies with equity investment. The Company has executed an Investment Banking
Agreement that calls for MVI to provide guidance and consultation to the
Company, primarily in the areas of preparing the private placement offering
memorandum, corporate finance and public market development. The Company will
pay a cash fee of $21,237 as compensation for services to be rendered by MVI. It
is further noted that Melissa DeAnzo, an executive officer and director of the
Company, is also an equity member of MVI.

Item 12. Securities Being Offered

No sale of securities is authorized by this filing. The common stock of the
Company is being registered under Section 12(b) of the Securities Exchange Act
of 1934.

The Company has 50,000,000 common shares authorized. Each share of Common
Stock is entitled to share pro rata in dividends and distributions with respect
to the Common Stock when, as and if declared by the Board of Directors from
funds legally available for any of the Company's securities. Upon dissolution,
liquidation or winding up of the Company, the assets will be divided pro rata on
a share-for-share basis among holders of the shares of Common Stock after-any
required distribution to the holders of the preferred stock. All shares of
Common Stock outstanding are fully paid and non-assessable and the shares will,
when issued upon payment therefore as contemplated hereby, be fully paid and
non-assessable.

Page 12
<PAGE>
Each holder of Common Stock is entitled to one vote per share with respect
to all matters that are required by law to be submitted to shareholders. As
quasi-California corporation under section 2115 of the California Corporations
Code, the Company's shareholders are entitled to cumulative voting in the
election of directors. The Company has 850,000 shares reserved for its directors
and consultants under a Stock Option Plan approved by the board of directors in
March 1999 for issuance at $0.01 per share until December 31, 1999. The
optionees and numbers of shares optioned are as follows:

Michael Strahl 40,000
Melissa DeAnzo 50,000
Diane S. Button 50,000
Robert A. Strahl 100,000
Monterey Ventures, Inc. 650,000
Janice Demianew 25,000
Dennis Davis 115,000
Robert Blair Krueger II 10,000

As of June 15, 1999, the following of the above-referenced options have
been exercised:

Michael Strahl 40,000
Melissa DeAnzo 50,000
Diane S. Button 50,000
Robert A. Strahl 100,000
Monterey Ventures, Inc. 650,000
Janice Demianew 25,000
Dennis Davis 115,000
Robert Blair Krueger II 10,000

PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity
and Other Stockholder Matters

There is currently no public market for the Company's stock. The Company
has never paid dividends. At present, the Company does not anticipate paying any
dividends on its Common Stock in the foreseeable future and intends to devote
any earnings to the development of the Company's business.

Item 2. Legal Proceedings

There are no legal proceedings pending or threatened against the Company.

Item 3. Changes In and Disagreements With Accountants

The Company has had no changes in or disagreements with its Accountants
since inception.

Item 4. Recent Sales of Unregistered Securities

The Company offered for sale a Private Placement Memorandum pursuant to
Regulation D, Rule 504 which commenced August 10, 1998 and concluded January 11,
1999. This offering was for 1,200,000 shares of common stock at $0.10 per share
for a total offering of $120,000. All shares were sold to a total of 49
accredited and 7 unaccredited investors. The proceeds from this offering were
used for working capital, legal and accounting fees, consulting fees and
inventory.

Item 5. Indemnification of Directors and Officers

So far as permitted by the Nevada Revised Statutes, the Company's Articles
of Incorporation provide that the Company will indemnify its Directors and
Officers against expenses and liabilities they may incur and defend, settle or
satisfy any civil or criminal action brought against them on account of their
being or having been Company Directors or Officers unless, in any such action,
they are adjudged to have acted with gross negligence or to have engaged in
willful misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 19-314,
as amended, (collectively, the "Acts") may be permitted to directors, officers
or controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Acts and is,
therefore, unenforceable.

Page 13
<PAGE>
PART F/S

Financial Statements

The issuer only has available audited financial statements for the current
fiscal year.

HAWKINS ACCOUNTING
- - --------------------------------------------------------------------------------
CERTIFIED PUBLIC ACCOUNTANT 341 MAIN STREET SALINAS CA 93901
(831)758-1694 FAX(831)758-1699

To the Board of Directors
Internet Food Company, Incorporated
Monterey, California

Independent Auditor's Report

I have audited the balance sheet of Internet Food Company, Incorporated as of
December 31,1998 and the related statements of operation, stockholders' equity
and cash flows from the date of inception to December 31, 1998. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides reasonable basis for my
opinion.

In my opinion, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Internet
Food Co., Incorporated, as of December 31, 1998 and the results of operations
and its cash flows from inception through December 31, 1998 then ended in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 9 to the financial
statements, the Company has incurred net losses since inception, which raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustment that might result from the
outcome of this uncertainty.

Reissued June 14, 1999
February 5, 1999

Page 14
<PAGE>
INTERNET FOOD COMPANY, INC.
Balance Sheets
December 31, 1998
<TABLE>
<CAPTION>
ASSETS

<S> <C>
Current assets
Cash and cash equivalents $ 1,959
Accounts receivable-trade 2,135
Accounts receivable-barter 4,441
Inventory 4,905
----=----------
Total current assets 13,440

Equipment 700

Other assets
Trade name 6,050
---=-----------

Total assets $ 20,190
===============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
Bank overdraft $ 806
Accounts payable 13,814
Note payable-R. Strahl 2,500
Note payable-APC, Inc. 3,000
Note payable-Richard Strahl 9,990
State corporate tax payable 800
---------------
Total current liabilities 30,910

Shareholders' equity
Capital stock, par value $ .10,
50,000,000 authorized
16,167,695 shares issued and
outstanding 1,616,770
Paid in capital (1,552,070)
Common stock offering costs (6,150)
Retained earnings (69,270)
---------------
Total shareholders' equity (10,720)

Total liabilities and shareholders' equity $ 20,190
===============
</TABLE>

See accompanying notes to financial statements

Page 15

<PAGE>
INTERNET FOOD COMPANY, INC.
Statement of Operations
From date of inception to December 31, 1998

<S> <C>
Sales $ 25,797

Cost of sales
Purchases 22,967
Supplies 2,913
---------------
Total purchases 25,880
(Less) ending inventory (4,905)
---------------

Total cost of goods sold 20,975
---------------

Gross profit 4,822

Operating Expenses
Advertising 2,219
Bank charges 140
Consulting fees 15,036
Dues and subscriptions 5,512
Equipment lease 862
License and permits 80
Miscellaneous 962
Office expense 3,346
Postage and delivery 6,842
Rent 3,625
Travel and entertainment 419
Telephone 1,119
Organizational and start up costs 33,031
---------------
Total operating expenses 73,193

Loss from operations (68,371)

Other income and (expense)
Interest income 101
Interest expense (200)
---------------
(99)

Loss prior to income taxes (68,470)

State corporate income tax 800
---------------

Net loss $ (69,270)
===============

Loss per common share $ (0.0044)
===============

Weighted average
of shares outstanding 15,710,539
===============
</TABLE>

See accompanying notes to financial statements

Page 16
<PAGE>

INTERNET FOOD COMPANY, INC.
Statement of Shareholders' Equity
From date of inception to December 31, 1998

<S> <C>
Beginning balance at date of incorporation $ 0

Founders' stock issued in
exchange for services 15,385,000 shares 1,538,500

Shares issued for bridge loans 135,695 13,570

Common stock issued 647,000 shares 64,700
---------------
1,616,770

Paid in capital (1,552,070)

Common stock offering costs (6,150)

Net loss for the period (69,270)
----------------

Total stockholders' equity $ (10,720)
================

</TABLE>

See accompanying notes to financial statements

Page 17

<PAGE>
INTERNET FOOD COMPANY, INC.
Statement of Cash Flows - Indriect Method
From date of inception to December 31, 1998

<S> <C>
Cash flows from operating activities
Net loss $ (69,270)
Adjustments to reconcile net income to net cash
provided by operating activities

Increase in current assets (11,481)
Increase in current liabilities 30,910
---------------
Net cash provided by operating activities (49,841)

Investing activities
Purchase of equipment 700
Trade name 6,050
---------------
Net cash used in investing activities 6,750

Financing activities
Sale of common stock 64,700
Common stock issuance costs (6,150)
---------------
Cash provided by financing activities 58,550

Increase (Decrease) in cash and cash equivalents 1,959

Cash and cash equivalent at end of the year $ 1,959
===============

</TABLE>

Supplemental schedule of noncash financing activities

The Company issued 15,385,000 shares of common stock with a par value of
$.10 and a market value of $.10 for compensation of services. The Company
issued 135,695 shares of common stock with a par value of $.10 and a market
value of $.10 to individuals who loaned the Company operating capital.

See accompanying notes to financial statements

Page 18

<PAGE>
INTERNET FOOD COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of the business - Internet Food Company, Inc. was formed to
sell retail gourmet and specialty cheese on the internet and at a
retail location. The Company was incorporated under the laws of the
State of Nevada on April 14, 1998. The Company is currently doing
business as California Cheese Connection.

Pervasiveness of estimates - The preparation 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.

Cash and cash equivalents - For financial statement presentation
purposes, the Company considers all short term investments with a
maturity date of three months or less to be cash equivalents.

Inventories - Inventories are recorded at the lower of cost or market,
using the first-in, first-out method. Inventories consist principally
of cheeses and specialty food items.

Bad debts and accounts receivable - No allowance for doubtful accounts
has been recorded as management believes all amounts to be fully
collectible.

Equipment- Equipment is recorded at cost. Maintenance and repairs are
expensed as incurred; major renewals and betterments are capitalized.
As the equipment on the balance sheet was purchased at year end, no
provision for depreciation is made in the current year.

Income taxes- Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes
currently due plus deferred taxes related primarily to differences
between the recorded book basis and tax basis of assets and
liabilities for financial and income tax reporting. The deferred tax
assets and liabilities represent the future tax return consequences of
those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled. Deferred taxes are
also recognized for operating losses that are available to offset
future taxable income and tax credits that are available to offset
future federal income taxes.

Page 19

<PAGE>
INTERNET FOOD COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998

NOTE 2 ACCOUNTS RECEIVABLE

Accounts receivable-Trade - Accounts receivable trade consists
primarily of sales to hotels and corporations purchasing gift baskets.
At December 31, 1998 the total was $2,135. Terms of all sales to these
customers are net 30 days.

Accounts receivable-Barter - The Company is involved with an exchange
group whereby goods and services are bartered. The individual members
of this group purchase goods from another member and a voucher is
written for payment of the goods or services provided. The Company
then has a credit to purchase goods and services from other members of
the barter group. At December 31, 1998 the balance that the Company is
owed in goods and services was $ 4,441. The Company uses the barter to
purchase inventory. When goods are purchased from the Company it is
recorded as a sale. For the period ending December 31, 1998 the total
amount recorded as sales was $ 8,573 and $ 4,132 was recorded as
purchase of inventory.

NOTE 3 NOTES PAYABLE

The notes payable are from shareholders of the Company. The notes are
for working capital until the Company becomes profitable. The notes
will be repaid from operations when there is sufficient working
capital. Interest is being charged at 1% a month. Total amount of
borrowings for the period ended December 31, 1998 were $ 15,490.

NOTE 4 COMMON STOCK

Common stock -During the period ended December 31, 1998, pursuant to
an exemption under Rule 504 of Regulation D of the Securities Act of
1933, as amended (the Act), the Company sold solely to accredited
and/or sophisticated investors, its common stock. Each share has a par
value of $.10. There were thirty nine transactions to different
investors raising a total of $ 64,700 during the year period ended
December 31, 1998.

Paid in capital - At incorporation the Company issued 15,385,000
shares of common stock with a fair value of $0.1 in payment of
services. This amount is shown as a negative paid in capital amount
since consideration was given in the form of services at the time of
incorporation and no amount was reflected on the Company's books for
the consideration.

The Company also issued 135,695 shares of common stock with a fair
value of $.10 to three individuals. The shares were given to these
individuals for advancing the Company money for working capital
purposes.

Page 20
<PAGE>
INTERNET FOOD COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998

NOTE 5 Related party transactions - On August 1, 1998 the Company entered
into an agreement with a shareholder to provide investment banking
services. Total amount paid the company for these services was $
21,237 for the period ending December 31, 1998.

As previously discussed, the Company entered into agreements with some
of its shareholders to provide bridge loans for continuing operations
of the Company. Total proceeds from the borrowings were $ 15,490. The
shareholders were given stock for providing theses loans.

NOTE 6 INCOME TAXES

The benefit for income taxes from operations consisted of the
following components. Current tax benefit of $ 10,391 resulting from a
net loss before income taxes, and deferred tax expense of $ 10,391
resulting from the valuation allowance recorded against the deferred
tax asset resulting from the net operating loss. The change in the
valuation allowance for the period from inception through December 31,
1998 was $ 10,391. Net operating loss carryforward will expire 2013.

The valuation allowance will be evaluated at the end of each year,
considering positive and negative evidence about whether the asset
will be realized. At the time the allowance will either be increased
or reduced; reduction could result in the complete elimination of the
allowance if positive evidence indicates that the value of the
deferred tax asset is no longer required. It is management's position
that the deferred tax asset be recorded when there is positive
evidence it will be realized.

NOTE 7 STOCK OPTIONS

Subsequent to year end, on January 1, 1999 and January 28, 1999 the
Board of Directors voted to issue stock options to various
individuals. The options are to be exercised by February 15, 1999 at
the price of $.01. There were a total of 1,040,000 options to be
exercised. All options were exercised by the due date. The options
were granted for services rendered.

Page 21

<PAGE>
INTERNET FOOD COMPANY, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998

NOTE 8 SOP 98-5

The Company elects under SOP 98-5 to expense the organizational costs
and start up costs in the period ending December 31, 1998.

NOTE 9 GOING CONCERN

As of December 31, 1998, the Company has net losses since inception
and negative equity which raises substantial doubt about its ability
to continue as a going concern.

Page 22

<PAGE>
PART III

Exhibits

Item 1. Index to Exhibits

Exhibit 3
3.1. Articles
3.2 Bylaws

Exhibit 10
10.1. Investment Banking Agreement between Monterey Ventures Inc.
(the "Company"), and Internet Food Company, Inc.

10.2. Loan Agreement dated November 3, 1998 between the Company
and APC Export, Inc.

10.3. Loan Agreement dated April 16, 1998 between the Company
and Stephanie Williams.

10.4. Loan Agreement dated May 13, 1999 between the Company
and Robert A. Strahl Charitable Remainder Unitrust.

Exhibit 23
23.1. Consent of Hawkins Accounting
23.2. Consent of The Krueger Group, LLP

Exhibit 24
24.1. Power of Attorney

Exhibit 27
27. Financial Data Schedule

Exhibit 99
99.1. Private Placement Memorandum dated August 10, 1998

Item 2. Description of Exhibits

As listed in the above Index, the appropriate exhibits are being filed. The
additional exhibits are marked and filed. The issuer is not a Canadian issuer
and is not filing a written consent and power of attorney.

Page 23
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Company has duly caused this Form 10-SB to be signed on its behalf
by the undersigned, in the City of Monterey, State of California, on the 30th
day of July, 1999

INTERNET FOOD COMPANY, INC.

/s/ Janice M. Demianew
--------------------------------------------
Janice M. Demianew,
Chief Executive Officer, President and
Chairman of the Board

Page 24
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below appoints Janice M. Demianew his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and stead,
in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this Form 10-SB, and any related Form 10-SB, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact, and agent, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes he might or could do in person,
hereby ratifying and conforming all that such attorney-in-fact and agent, or his
substitute may lawfully do or cause to be done by virtue hereof. Each person
whose signature appears below hereby revokes any power of attorney granted in
connection with this Form 10-SB Statement prior to the 30th day of June 1999.

Pursuant to the requirements of the Securities Exchange Act of 1934 this
Form 10-SB has been signed by the following persons in the capacities indicated
below on the 30th day of June, 1999.

Signature Title
- - --------------------------- -------------------------------------

/s/ Janice M. Demianew President, Chief Executive Officer,
Chairman of the Board

/s/ Diane S. Button Secretary, Treasurer, Director

/S/ Melissa DeAnzo Director of the Company

Page 25

Articles of Incorporation
of

INTERNET FOOD CO., INC.

FIRST: The name of the corporation is: INTERNET FOOD CO., INC.

SECOND: Its principle office in the State of Nevada is located at 251
Jeanell Dr., Suite 3, Carson City, NV 89703, although this Corporation may
maintain an office, or offices in such other place within or without the State
of Nevada as may from time to time be designated by the Board of Directors, or
by the by-laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.

THIRD: The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:

(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.

(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.

(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs would up
according to law.

(D) Shall have power to sue and be sued in any court of law or equity.

(E) Shall have power to make contracts.

(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises
The power to hold real and personal estate shall include the power to take the
same devise or bequest in the State of Nevada, or any other state, territory or
country.

(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.

(H) Shall have power to make by-laws not inconsistent with the constitution
of the United States, or of the State of Nevada, for the management, regulation
and government of its affairs and property, the transfer of its stock, the
transaction of its business, and the calling and holding of meetings of its
stockholders.

(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.

(J) Shall have power to adopt and use a common seal or stamp by the
corporation on any corporate documents is not necessary. The corporation may use
a seal or stamp, if it desires, but such non-use shall not in any way affect the
legality of the document.

(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable upon the happening of a
specified event or events, whether secured by mortgage, pledge, or otherwise, or
unsecured, for money borrowed, or in payment for property purchases or acquired,
or for any other lawful project.

Page 1
<PAGE>
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock, or any
bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.

(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.

(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign countries.

(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate of articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, or any amendment thereof.

(P) Shall have the power to make donations for the public welfare or for
charitable, scientific or educational purposes.

(Q) Shall have the power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.

FOURTH. That the voting common stock authorized may be issued by the
corporation is TWENTY FIVE THOUSAND (25,000) shares of stock without nominal or
par value and no other class of stock shall be authorized. Said shares without
nominal or par value may be issued by the corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.

FIFTH. The governing body of the corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall be reduced to no less than one (1). The name
and post office address of the first Board of Directors shall be one (1) in
number and listed as follows:

NAME POST OFFICE ADDRESS
Michael D. Taylor 251 Jeanell Drive, Suite 3
Carson City, NV 89703

SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.

SEVENTH. The name and post office address of the incorporator(s) signing
the Articles of Incorporation is as follows:

NAME ADDRESS
Michael D. Taylor 251 Jeanell Drive, Suite 3
Carson City, NV 89701

EIGHTH. The resident agent for this corporation shall be:

CORPORATE ADVISORY SERVICE, INC.

NINTH. The corporation is to have perpetual existence.

TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized: Subject to the By-Laws,
if any, adopted by the stockholders, to make, alter or amend the By-Laws of the
Corporation.

To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this corporation.

Page 2
<PAGE>
By resolution passed by a majority of the whole board, to consist of one
(1) or more committees, each committee to consist of one or more directors of
the corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.

When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for the purpose, or when authorized by
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.

ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for, or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as is in its discretion it shall
deem advisable.

TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act of omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
the law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.

THIRTEENTH. This Corporation reserves the right to amend, alter, change, in
any manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.

I, THE UNDERSIGNED, being the Incorporator Herein before named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein are true, and accordingly have
hereunto set my hand this 7th day of April, 1998.

/S/ Michael D. Taylor
---------------------------------
Michael D. Taylor

State of Nevada )
) ss.
County of Carson )

On this _____ day of _________________, 199__, in Carson City, Nevada, before
me, the undersigned, a Notary Public in and for Carson City, State of Nevada,
personally appeared Michael D. Taylor, known to be the person whose name is
subscribed to the foregoing document and acknowledged to me that he executed the
same.

- - -----------------------------
Notary Public

Corporate Advisory Service, Inc. does hereby accept as Resident Agent for the
previously named Corporation.

Corporate Advisory Service, Inc.

- - ---------------------------- -----------------------------
By: Michael D. Taylor, President Date

Page 3
<PAGE>

INTERNET FOOD CO., INC.
-----------------------

By-Laws
-------

ARTICLE I MEETING OF STOCKHOLDERS

1. Stockholders' meetings shall be held in the office of the Corporation,
at Carson City, NV, or at such other place or places as the directors shall from
time to time determine.

2. The annual meeting of the Stockholders of this Corporation shall be held
at 11 A.M., on the 7th Day of April of each year beginning in 1999, at which
time there shall be elected by the Stockholders of the Corporation a Board of
Directors for the ensuing year, and the Stockholders shall transact such other
business as shall properly come before them.

3. A notice setting out the time and place of such annual meeting shall be
mailed postage prepaid to each of the Stockholders of record, at his address and
as the same appears on the stock book of the company, or if no such address
appears, at his last known place of business, at least ten (10) days prior to
the annual meeting.

4. If a quorum is not present at the annual meeting, the Stockholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each Stockholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.

5. Special meetings of the Stockholders may be called at any time by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of this Corporation. The Secretary shall send a notice of such
called meeting to each Stockholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in that notice to the Stockholders, unless by unanimous consent of all
the Stockholders present, either in person or by proxy, all such stock being
represented at the meeting.

6. A majority of the stock issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the Stockholders.

7. Each Stockholder shall be entitled to one vote for each share of stock
in his own name on the books of the company, whether represented in person or by
proxy.

8. All proxies shall be in writing and signed.

9. The following order of business shall be observed at all meetings of the
Stockholders so far as is practicable:

a. Call the roll;
b. Reading, correcting,and approving of the minutes of the previous
meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.

Page 1

<PAGE>
ARTICLE II. STOCK

1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the Corporation.

2. All certificates shall be consecutively numbered; the name of the person
owing the shares represented thereby, with the number of shares and the date of
issue shall be entered on the company's books.

3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.

ARTICLE III. DIRECTORS

1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the Stockholders at their meeting to manage the affairs of
the company. The Directors' term of office shall be one year, and Directors may
be re-elected for successive annual terms.

2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.

3. Regular meetings of the Board of Directors shall be held at 1 P.M., on
the 7th day of April of each year beginning in 1999 at the office of the company
at Carson City, NV, or at such other time or place as the Board of Directors
shall by resolution appoint; special meetings may be called by the President or
any Director giving ten (10) days notice to each Director. Special meetings may
also be called by execution of the appropriate waiver of notice and call when
executed by a majority of the Directors of the company. A majority of the
Directors shall constitute a quorum.

4. The Directors have the general management and control of the business
and affairs of the company and shall exercise all the powers that may be
exercised or performed by the Corporation, under the statutes, the Articles of
Incorporation, and the By-Laws. Such management will be by equal vote of each
member of the Board of Directors with each board member having an equal vote.

5. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution has been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
Corporation under its proper date.

ARTICLE IV OFFICERS

1. The officers of this company shall consist of: a President, one or more
Vice President(s), Secretary, Treasurer, Resident Agent, and such other officers
as shall, from time to time, be elected or appointed by the Board of Directors.

Page 2
<PAGE>

2. The PRESIDENT shall preside at all meetings of the Directors and the
Stockholders and shall have general charge and control over the affairs of the
Corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the Corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.

3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him from time to time by the Board of Directors.

4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the Stockholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the Nevada
Corporation laws and supplies to the Nevada Resident Agent or Registered Office
in Nevada, and maintain, any and all amendments or changes to the By-Laws of the
Corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including street
and number, if any, where such stock ledger or duplicate stock ledger specified
in the section is kept.

5. The TREASURER shall have the custody of all monies and securities of the
Corporation and shall keep regular books of account. He shall disburse the funds
of the Corporation in payment of the just demands against the Corporation, or as
may be ordered by the Board of Directors, making proper vouchers for such
disbursements and shall render to the Board of Directors, from time to time, as
may be required of him, an account of all his transactions as Treasurer and of
the financial condition of the Corporation. He shall perform all duties incident
to his office or which are properly required of him by the Board of Directors.

6. The RESIDENT AGENT shall be in charge of the Corporation's registered
office in the State of Nevada, upon whom process against the Corporation may be
served and shall perform all duties required of him by statute.

7. The salaries of all offices shall be fixed by the Board of Directors and
may be changed from time to time by a majority vote of the Board.

8. Each such officer shall serve for a term of one (1) year or until their
successors are chosen and qualified. Officers may re-elected or appointed for
successive annual terms.

9. The Board of Directors may appoint such other officers and agents, as it
shall deem necessary or expedient, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.

Page 3
<PAGE>
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS

1. The Corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the Corporation's request as a Director or Officer of another
Corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the Corporation, or of such other Corporation,
except, in relation to matters as to which any such director or officer or
former Director or Officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance of duty.
Such indemnification shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under By-Law, agreement, vote of Stockholders
or otherwise.

ARTICLE VI AMENDMENTS

1. Any of these By-Laws may be amended by a majority vote of the
Stockholders at any meeting or at any special meeting called for that purpose.

2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Law adopted by the Stockholders of
the company.

CERTIFIED TO BE THE BY-LAWS OF:
INTERNET FOOD CO., INC.

BY:_________________________________
Secretary
Page 4

INVESTMENT BANKING AGREEMENT

This Agreement is made on the 1st day of August 1998, by and between Monterey
Ventures, Inc. (hereafter refereed to as MVI) who's offices are located at 380
Foam Street, Suite 210, Monterey, California 93940 and Internet Food Co., Inc.
(hereafter referred to as IFC) who's address is 631 Cass Street, Suite 181,
Monterey, California 93940.

MVI's management and staff have a background in investment banking, corporate
finance, sales and marketing and is willing to provide services to IFC based on
this background. IFC desires to have services provided by MVI.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement MVI will
provide the following services, (collectively the "Services"):

* Assist in the formation of the proposed corporation, including assistance in
all state and federal filings as well as all state and federal filings that
might be necessary for the proposed Private Placement Offering.

* Assist in the formulation and production of a business plan which shall
include the development of pro forma statements, break even analysis,
spreadsheets, graphs, charts and cost projections.

* Produce an investor presentation package to include tools that range from
presentation folders to the most sophisticated audiovisual and interactive
computer technologies.

* Prepare a Private Placement Offering Memorandum (in accordance with federal
exemption from registration in reliance upon the exemption from registration
provided by Section 4(2) of "The Act" and Regulation D promulgated pursuant to
Section 3(b) of "The Act") allowing the company to raise additional capital (as
outlined in Schedule A).

* Act in the capacity as IFC's "Investment Banker" and assisting in the
placement of the companies securities to raise the money needed for IFC to
follow through with their business plan.

* Give professional advice and assistance in the areas of corporate structure,
corporate finance, management structure, time line projections, future funding
and marketing.

2. PERFORMANCE OF SERVICES. The manner in which the services are to be performed
and the specific hours to be worked by MVI shall be determined by MVI. IFC will
rely on MVI to work as many hours as reasonably necessary to fulfill MVI's
obligations under this Agreement.

3. PAYMENT. IFC will pay a fee to MVI in the amount of $21,237.00

4. EXPENSES. MVI shall be entitled to reimbursement from IFC for all reasonable
"out-of-pocket" expenses including, but not limited to: travel, meals, postage,
copying and phone.

5. TERM/TERMINATION. This Agreement shall automatically terminate upon
consultant's completion of the services required by this Agreement.

Page 1
<PAGE>
6. RELATIONSHIP OF PARTIES. It is understood by both parties that MVI is an
independent contractor with respect to IFC and not an employee of IFC. IFC will
not provide fringe benefits for the benefit of MVI. This includes health
insurance benefits, paid vacation or any other employee benefit.

7. CONFIDENTIALITY. MVI recognizes that has and will have the following
information and or trade secrets including, but not limited to: inventions,
apparatus, future plans, business affairs, process information, customer lists,
product design information and other proprietary information (collectively,
"Information") which are valuable, special and unique assets of. MVI agrees that
MVI will not at any time or in any manner, either directly or indirectly, use
any information for MVI's own benefit or will MVI divulge, disclose or
communicate in any manner, any information to any third party without the prior
written consent of IFC. MVI will protect the Information and treat it as
strictly confidential. A violation of this paragraph shall be a material
violation of this Agreement.

8. RETURN OF RECORDS. Upon termination of this Agreement, MVI shall return all
records, notes, data, memorandum, models and equipment of any nature that are in
MVI's possession or under MVI's control that are property or relate to 's
business.

9. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, and addressed as follows:

Monterey Ventures, Inc. Internet Food Co., Inc.
380 Foam Street, Suite 210 631-A Cass Street, Suite 181
Monterey, CA 93940 Monterey, CA 93940

Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.

10. ENTIRE AGREEMENT. This Agreement contains the entire agreement of both
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements made between the parties.

11. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.

12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.

13. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.

14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.

Page 2
<PAGE>

INTERNET FOOD CO., INC.

By: ___________________________
Janice M. Demianew, President

MONTEREY VENTURES, INC.

By: __________________________________
Robert A. Strahl, President

Page 3

PROMISSORY NOTE

3 November 1998 $ 10,000.00

For value received, the undersigned promise to pay to the order of APC
Export, Inc. at 380 Foam Street, Monterey, CA 93940, or such other place as the
holder hereof may designate, the sum of One Thousand Dollars ($1,000.00)
together with interest at the rate of 1% per month on the unpaid balance from
date until paid, principal and interest payable as follows:

Principal and interest shall be paid in full within three (3) months which
will be on or before February 3, 1999. At this maturity date, Borrower will
offer Lender the option of exchanging the amount of this note for an equal
amount of shares of common stock in Internet Food Company, Inc.

If default be made in the payment of any installment under this note and if
such default is not made good within 10 days, the entire principal sum and any
outstanding interest shall at once become due and payable without notice at the
option of the holder of this note. Failure to exercise this option shall not
constitute a waiver of the right to exercise the same in the event of any
subsequent default. Presentment for payment, notice of non-payment, protest and
notice of protest are each hereby expressly and severally waived by the makers
and all endorsers hereof and in cast the payment shall not be made at maturity,
it is agreed by all parties hereto that all costs of collection and a reasonable
attorney's fee may be collected as a part hereof.

-----------------------------
DIANE S. BUTTON, SECRETARY
INTERNET FOOD COMPANY, INC.

---------------------------
RICHARD L. STRAHL

INTERNET FOOD CO., INC.
711 Cannery Row
Monterey, California 93940
(408) 373-8415
FAX (408) 373-8417

PROMISSORY NOTE

16 April 1998 $5,695.00

For value received, the undersigned promise to pay to the order of Monterey
Ventures, Inc. at 380 Foam Street, Suite 210, Monterey, California 93940 or such
other place as the holder hereof may designate, the sum of Five Thousand Six
Hundred Ninety Five and no/100 Dollars ($5,695.00) together with interest at the
rate of fifteen percent (15%) per annum on the unpaid balance from date until
paid, principal and interest payable as follows:

Interest shall be prepaid and principal shall be paid in full within six
(6) months which will be on or before 16 October, 1998. 245,000 shares of
Internet Food Co., Inc. will be given to Lender.

If default be made in the payment of this note and if such default is not
made good within 10 days, the entire principal sum and any outstanding interest
shall at once become due and payable without notice at the option of the holder
of this note. Failure to exercise this option shall not constitute a waiver of
the right to exercise the same in the event of any subsequent default.
Presentment for payment, notice of non-payment, protest and notice of protest
are each hereby expressly and severally waived by the makers and all endorsers
hereof and in cast the payment shall not be made at maturity, it is agreed by
all parties hereto that all costs of collection and a reasonable attorney's fee
may be collected as a part hereof.

---------------------------------
STEPHANIE WILLIAMS, President

PROMISSORY NOTE

13 May 1999 $ 2,500.00

For value received, the undersigned promise to pay to the order of Robert
A. Strahl Charitable Remainder Unitrust, at 380 Foam Street, Monterey, CA 93940,
or such other place as the holder hereof may designate, the sum of Two Thousand
Five Hundred Dollars ($2,500.00) together with interest at the rate of 1% per
month on the unpaid balance from date until paid, principal and interest payable
as follows:

Principal and interest shall be paid in full within six (6) months which
will be on or before November 13, 1999. At this maturity date, Borrower will
offer Lender the option of exchanging the amount of this note for an equal
amount of shares of common stock in Internet Food Company, Inc.

-----------------------------
DIANE S. BUTTON, SECRETARY
INTERNET FOOD COMPANY, INC.

---------------------------
ROBERT A. STRAHL, TRUSTEE
CRUT DTD. 8-10-94

President and Chief Executive Officer
Internet Food Company, Inc.
631-A Cass Street, Suite 181
Monterey, California 93940

Re: Form 10-SB of Internet Food Company, Inc. filed with the Securities and
Exchange Commission to be filed on or about June 30, 1999 ("Form 10-SB")

Gentlemen:

The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "financial statements".

/s/
Hawkins Accounting

President and Chief Executive Officer
Internet Food Company, Inc.
631-A Cass Street, Suite 181
Monterey, California 93940

Re: Form 10-SB of Internet Food Company, Inc. filed with the Securities and
Exchange Commission to be filed on or about June 30, 1999 ("Form 10-SB")

Gentlemen:

The undersigned hereby consents to the use of its name in the Form 10-SB
under the Heading "legal matters".

/s/ Robert Blair Krueger II
The Krueger Group, LLP

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Exchange Act of 1934
this Form 10-SB has been signed by the following persons in the capacities
indicated below on the 30th day of June, 1999.

Signature Title
- - --------------------------- -------------------------------------

/s/ Janice M. Demianew President, Chief Executive Officer,
Chairman of the Board

/s/ Diane S. Button Secretary, Treasurer, Director

/S/ Melissa DeAnzo Director of the Company

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,959
<SECURITIES> 0
<RECEIVABLES> 6,576
<ALLOWANCES> 0
<INVENTORY> 4,905
<CURRENT-ASSETS> 13,440
<PP&E> 700
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,190
<CURRENT-LIABILITIES> 30,910
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (1,627,490)
<TOTAL-LIABILITY-AND-EQUITY> 20,190
<SALES> 25,797
<TOTAL-REVENUES> 25,797
<CGS> 20,975
<TOTAL-COSTS> 20,975
<OTHER-EXPENSES> 73,193
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 200
<INCOME-PRETAX> (68,270)
<INCOME-TAX> 800
<INCOME-CONTINUING> (69,270)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (69,270)
<EPS-BASIC> (0.004)
<EPS-DILUTED> (0.004)

</TABLE>

CONFIDENTIAL PRIVATE NUMBER
PLACEMENT MEMORANDUM ________________________

NAME OF OFFEREE

INTERNET FOOD CO., INC.
a Nevada corporation

Up to 1,200,000 Shares of Common Stock
.001 Par Value
Offering Price: $0.10 Per Share - Total Offering: $120,000

The Shares (each, a Share and collectively, the Shares) of Common Stock of
Internet Food Co., Inc., a Nevada corporation (the Company), offered hereby
involve a high degree of risk. See "Risk Factors." For each Share acquired
through this Offering an investor will receive one share of voting,
participating Common Stock which is not subject to redemption. THE SECURITIES
OFFERED HEREBY ARE CAPITAL CONTRIBUTIONS TO THE COMPANY WHICH SHALL BE
SUBORDINATED TO EXISTING AND FUTURE INDEBTEDNESS OF THE CORPORATION.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER STATE
SECURITIES LAWS, AND ARE BEING OFFERED IN RELIANCE ON THE "PRIVATE OFFERING"
EXEMPTIONS PROVIDED BY SECTIONS 4(2) AND 4(6) OF THE SECURITIES ACT, AND
REGULATION D PROMULGATED THEREUNDER. THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), NOR HAS THE
SEC PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING, THE ACCURACY OR
ADEQUACY OF THIS MEMORANDUM OR THE AVAILABILITY OF THE FOREGOING EXEMPTIONS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- - --------------------------------------------------------------------------------
Price (1) Selling Proceeds to
Commission (2) the Company(3)
- - --------------------------------------------------------------------------------
Per share $0.10 $ 0 $0.10
- - --------------------------------------------------------------------------------
Total Offering
(1,200,000 Shares) $120,000 $ 0 $120,000
- - --------------------------------------------------------------------------------

(1) The purchase price (the "Purchase Price") for the Shares, as well as
the other terms of this Confidential Private Placement Memorandum (this
"Memorandum"), have been established arbitrarily by the board of directors of
the Company, without regard to assets, earnings, or other performance indicators
of the Company or the price of securities of similar companies in the same
industry.

(2) The Shares offered hereby are primarly being sold by certain officers,
directors and key management employees of the Company who, except as provided
herein, will receive no selling commissions or other renumeration in connection
with such sales. The Company may sell up to 100 percent of this Offering through
broker-dealers registered with the National Association of Securities Dealers,
Inc. ("NASD"). The Selling commissions provided herein assume that 0 percent of
the shares shall be sold through NASD broker-dealers. One sales made through any
NASD-registered broker-dealers, applicable securities law allow the Company to
pay commissions of up to 10 percent of the sale proceeds; the Company does not
desire or intend to pay that much on such sales, if any.

(3) Before deductions for certain expenses payable by the Company in
connection with this Offering, including printing costs, filing fees, advisory
fees, attorneys' fees, accountants' fee and other similar expenses. These
expenses are estimated to be $32,500.00

IN CONNECTION WITH THIS OFFERING, THE COMPANY MAY OVER-ALLOT. THE DATE OF THIS
MEMORANDUM IS AUGUST 10, 1998.
<PAGE>
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY THE SECURITIES DESCRIBED HEREIN TO ANYONE IN ANY STATE OR IN ANY
JURISDICTION TO WHOM OR IN WHICH SUCH AN OFFER OR SOLICITATION WOULD NOT BE
PERMITTED BY LAW.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH, NOR APPROVED
OR DISAPPROVED BY, THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OR THE SEC.
NO SUCH AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE. IN ADDITION, THE TRANSFER OF THE SECURITIES OFFERED HEREBY IS
SUBJECT TO VARIOUS RESTRICTIONS UNDER THE FEDERAL SECURITIES LAWS AND THE
SECURITIES LAWS OF VARIOUS STATES AND OTHER JURISDICTIONS.

THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT IN RELIANCE UPON EXEMPTIONS SPECIFIED IN SECTIONS 3(b) AND 4(2)
OF SUCH ACT AND REGULATION D, RULES 501 THROUGH 508 PROMULGATED UNDER SUCH ACT
BY THE SEC; NOR HAVE THESE SECURITIES BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES LAWS OF ANY STATE IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION
SPECIFIED UNDER APPLICABLE STATE LAWS AND REGULATIONS. IN GENERAL, SUCH
EXEMPTIONS ARE AVAILABLE FOR SECURITIES TRANSACTIONS INVOLVING A LIMITED NUMBER
OF PURCHASERS AND/OR ACCREDITED INVESTORS AND NOT INVOLVING A PUBLIC OFFERING,
PUBLIC SOLICITATION, OR ADVERTISING OF ANY KIND. COMPLIANCE WITH THE TERMS OF
SUCH EXEMPTIONS MEANS THAT SHARES MAY BE OFFERED AND SOLD ONLY TO PURCHASERS WHO
MEET CERTAIN SUITABILITY STANDARDS OR, AS WITH THIS OFFERING, ONLY TO INVESTORS
WHO ARE PURCHASING FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE OR
DISTRIBUTION. THERE IS NO ASSURANCE THAT THE SEC OR THE SECURITIES ADMINISTRATOR
OF ANY STATE IN WHICH SHARES ARE OFFERED OR SOLD MAY NOT CHALLENGE THE
AVAILABILITY OF THE FOREGOING EXEMPTIONS, AND THAT SUCH CHALLENGE WILL NOT
SUCCEED.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. INVESTORS WHO CANNOT AFFORD
A HIGH RISK INVESTMENT, WHICH MAY BE LOST IN ITS ENTIRETY, ARE ADVISED AGAINST
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY. SEE "RISK FACTORS." EACH
PROSPECTIVE INVESTOR WILL BE REQUIRED TO REPRESENT THAT (i) HE MEETS CERTAIN
FINANCIAL REQUIREMENTS, (ii) THAT HE IS FAMILIAR WITH AND UNDERSTANDS THE TERMS,
RISKS AND MERITS OF THIS OFFERING AND (iii) IF THE PROSPECTIVE PURCHASER IS NOT
AN ACCREDITED INVESTOR, THAT ALONE OR WITH HIS PURCHASER REPRESENTATIVE(S) HE
HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT. AN INVESTOR MAY BE
UNABLE TO LIQUIDATE HIS INVESTMENT QUICKLY OR ON ACCEPTABLE TERMS, IF AT ALL, IN
THE EVENT HE SHOULD DESIRE TO DO SO.

NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ARE MADE OR INTENDED TO BE
MADE, NOR SHOULD ANY BE INFERRED, WITH RESPECT TO THE ECONOMIC RETURN OF AN
INVESTMENT IN THE SECURITIES OFFERED HEREBY.

THERE IS NO PUBLIC MARKET FOR THE SECURITIES OF THE COMPANY. PURCHASERS OF
THE SECURITIES OFFERED HEREBY WILL BE REQUIRED TO REPRESENT THAT THE SECURITIES
ARE BEING ACQUIRED WITHOUT A VIEW TO DISTRIBUTION, AND WILL NOT BE ABLE TO
RESELL SUCH SECURITIES UNLESS THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OR AN EXEMPTION FROM REGISTRATION IS APPLICABLE. PURCHASERS OF THE SECURITIES
OFFERED HEREBY MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THEIR INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME.

THE INFORMATION CONTAINED HEREIN IS CONFIDENTIAL TO THE COMPANY AND HAS NOT
BEEN RELEASED PUBLICLY. SUCH INFORMATION IS DISCLOSED SOLELY TO PERMIT OFFEREES
TO EVALUATE AN INVESTMENT IN THE SECURITIES OFFERED HEREBY. THIS MEMORANDUM HAS
BEEN PREPARED SOLELY FOR THE BENEFIT OF PERSONS INTERESTED IN THE PROPOSED
PRIVATE PLACEMENT OF THE SECURITIES OFFERED HEREBY, AND CONSTITUTES AN OFFER
ONLY TO THE RECIPIENT WHOSE NAME APPEARS IN THE APPROPRIATE SPACE PROVIDED ON

ii
<PAGE>
THE COVER PAGE HEREOF. DELIVERY OF THIS MEMORANDUM TO ANYONE OTHER THAN THE
PROSPECTIVE INVESTOR AND HIS PURCHASER REPRESENTATIVE(S), IF ANY, IS
UNAUTHORIZED AND ANY DISTRIBUTION OR REPRODUCTION OF THIS MEMORANDUM, IN WHOLE
OR IN PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY, IS PROHIBITED. EACH PROSPECTIVE INVESTOR, BY ACCEPTING
DELIVERY OF THIS MEMORANDUM, AGREES TO RETURN IT AND ALL OTHER DOCUMENTS
RECEIVED BY HIM TO THE COMPANY IF (i) THE PROSPECTIVE INVESTOR DOES NOT
SUBSCRIBE FOR THE SECURITIES, (ii) THE PROSPECTIVE INVESTOR'S SUBSCRIPTION IS
NOT ACCEPTED BY THE COMPANY OR (iii) THIS OFFERING IS TERMINATED.

NO GENERAL SOLICITATION WILL BE CONDUCTED AND NO OFFERING LITERATURE
ADVERTISING IN WHATEVER FORM, OTHER THAN THE MATERIALS ACCOMPANYING THIS
MEMORANDUM, WILL OR MAY BE EMPLOYED IN THIS OFFERING, WITH THE EXPRESS EXCEPTION
OF ANNOUNCEMENTS OF THIS OFFERING WHICH ARE PERMISSIBLE PURSUANT TO APPLICABLE
SECURITIES LAWS OF CERTAIN STATES, INCLUDING CALIFORNIA CORPORATIONS CODE
SECTION 25102(N). ALL SUPPLEMENTS, IF ANY, TO THE MATERIAL CONTAINED IN THIS
MEMORANDUM WILL BE ATTACHED AS AN EXHIBIT HERETO. PROSPECTIVE INVESTORS SHOULD
REVIEW THE MATERIAL CONTAINED IN THIS MEMORANDUM, THE SUBSCRIPTION BOOKLET AND
THE INFORMATION CONTAINED IN ANY SUCH SUPPLEMENTS. NO PERSON HAS BEEN AUTHORIZED
TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED
IN THIS MEMORANDUM, AND IF GIVEN OR MADE, PROSPECTIVE INVESTORS SHOULD NOT RELY
UPON SUCH INFORMATION OR REPRESENTATIONS.

THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN DOCUMENTS, WHICH SUMMARIES
ARE BELIEVED TO BE ACCURATE, BUT REFERENCE IS HEREBY MADE TO THE ACTUAL
DOCUMENTS FOR COMPLETE INFORMATION CONCERNING THE RIGHTS AND OBLIGATIONS OF THE
PARTIES THERETO. ALL SUCH SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY BY SUCH
REFERENCE. COPIES OF CERTAIN SUCH DOCUMENTS, INCLUDING THE COMPANY'S ARTICLES OF
INCORPORATION, AS AMENDED (THE "CHARTER") AND BYLAWS, ARE ATTACHED HERETO AS
EXHIBITS AB AND AC, RESPECTIVELY. OTHER DOCUMENTS ARE AVAILABLE AT THE OFFICES
OF THE COMPANY.

DURING THE COURSE OF THIS OFFERING AND PRIOR TO SALE, EACH PROSPECTIVE
INVESTOR AND HIS PURCHASER REPRESENTATIVE, IF ANY, ARE INVITED TO ASK QUESTIONS
OF AND OBTAIN ADDITIONAL INFORMATION FROM THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THIS OFFERING, THE COMPANY AND ANY OTHER RELEVANT MATTERS.
PROSPECTIVE INVESTORS AND PURCHASER REPRESENTATIVES HAVING QUESTIONS OR DESIRING
ADDITIONAL INFORMATION SHOULD CONTACT THE COMPANY, 631-A CASS STREET, SUITE 181,
MONTEREY, CALIFORNIA 93940-3113, ATTENTION: MS. JANICE M. DEMIANEW, PRESIDENT,
OR BY TELEPHONE AT (800) 285-7188 OR BY FAX AT (831) 373-8417.

THE DELIVERY OF THIS MEMORANDUM DOES NOT IMPLY THAT INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

THIS OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE CLOSING AND IS SPECIFICALLY
MADE SUBJECT TO THE TERMS DESCRIBED IN THIS MEMORANDUM. THE COMPANY RESERVES THE
RIGHT TO REJECT IN ITS SOLE DISCRETION ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR
TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF SHARES SUBSCRIBED
FOR BY SUCH PROSPECTIVE INVESTOR.

iii
<PAGE>
THE SECURITIES OFFERED HEREBY WILL BE SOLD ONLY SUBJECT TO THE SUBSCRIPTION
AGREEMENT INCLUDED IN THE SUBSCRIPTION BOOKLET ACCOMPANYING THIS MEMORANDUM,
WHICH CONTAINS CERTAIN REPRESENTATIONS AND WARRANTIES OF THE OFFEREE, AND THE
TERMS AND CONDITIONS OF THE INVESTMENT. EACH OFFEREE SHOULD CAREFULLY CONSIDER
THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT BEFORE SIGNING. IN THE EVENT OF ANY
CONFLICT BETWEEN THE STATEMENTS IN THIS MEMORANDUM OR SUPPLEMENTS AND THE TERMS
OF THE SUBSCRIPTION AGREEMENT, THE SUBSCRIPTION AGREEMENT SHALL CONTROL.
SUBSCRIPTIONS WILL BE EFFECTIVE ONLY UPON ACCEPTANCE BY THE COMPANY.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM
AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS
OWN COUNSEL, ACCOUNTANT AND BUSINESS ADVISOR AS TO LEGAL, TAX AND RELATED
MATTERS CONCERNING AN INVESTMENT IN THE SECURITIES.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
MAY BE PERMITTED TO DIRECTORS, OFFICERS OR OTHER PERSONS CONTROLLING THE COMPANY
UNDER THE COMPANY'S CHARTER, THE COMPANY HAS BEEN INFORMED THAT IT IS THE
OPINION OF THE SEC THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THE SECURITIES ACT AND IS THEREFORE UNENFORCEABLE.

EACH POTENTIAL INVESTOR MUST READ THE NOTICE BELOW
--------------------------------------------------
FOR THE STATE OF CALIFORNIA
---------------------------

CALIFORNIA RESIDENTS
--------------------

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN QUALIFIED UNDER THE CALIFORNIA
CORPORATE SECURITIES ACT OF 1968, AS AMENDED, BY REASON OF SPECIFIC EXEMPTIONS
THEREUNDER RELATING TO THE NATURE OF THIS OFFERING. THESE SECURITIES CANNOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS
SUBSEQUENTLY QUALIFIED UNDER THE CORPORATE SECURITIES ACT OF 1968, AS AMENDED,
IF SUCH QUALIFICATION IS REQUIRED.

iv
<PAGE>
TABLE OF CONTENTS

This Memorandum is composed of the sections and matters specified
below.

Section Page
------- ----

SUMMARY OF THIS MEMORANDUM...................................................1
This Offering.......................................................1
Common Stock........................................................2
The Company.........................................................2
Risk Factors........................................................2
Investor Suitability Standards......................................3

RISK FACTORS.................................................................4
Limited Operating History...........................................4
Dependence on Founder...............................................4
Possible Difficulty in Raising Additional Equity Capital............4
Risks of Rapid Growth...............................................4
Possible Issuance of Additional Shares..............................4
Restrictions on Transfer and Lack of Liquidity......................4
Absence of Public Market............................................5
Control by Existing Common Stockholders and Founder and
Anti-Takeover Provisions........................................5
Arbitrary Offering Price............................................5
Substantial Dilution................................................5
Dividends Not Likely................................................5
Limited Financial Statements........................................5
Introduction of New Products........................................5
Competition.........................................................5
Potential Product Liability.........................................6
ERISA Considerations................................................6

DILUTION.....................................................................6

ESTIMATED USE OF PROCEEDS....................................................6

CAPITALIZATION...............................................................7

ARBITRARY SHARE VALUE........................................................7

THE COMPANY..................................................................8
Litigation..........................................................8
Principal Stockholders..............................................8
Business............................................................8
Market..............................................................8
Competition.........................................................8

MANAGEMENT...................................................................9
Directors and Executive Officers....................................9
Management Compensation.............................................9
Indemnification and Exclusion of Liability of Directors
and Officers.....................................................10
Certain Transactions...............................................10

THIS OFFERING...............................................................10
Description of this Offering.......................................10
Instructions for Investing.........................................10
Plan of Distribution and Closing...................................11
Handling of Sale Proceeds and Distributions of Share
Certificates.....................................................11
Investor Suitability Standards.....................................11

CONFLICTS OF INTEREST.......................................................12

v
<PAGE>
DESCRIPTION OF CAPITAL STOCK................................................12
Common Stock.......................................................12
Certain Provisions of Nevada Law...................................12
Limitation of Liability............................................13

INCOME TAX CONSIDERATIONS...................................................13

ERISA MATTERS...............................................................13

LEGAL MATTERS...............................................................14

EXPERTS.....................................................................14

AVAILABLE INFORMATION......................................................14

EXHIBIT A - SELECTED FINANCIAL INFORMATION...............................A-1

EXHIBIT B - CHARTER......................................................B-1

EXHIBIT C - BYLAWS.......................................................C-1

vi
<PAGE>
SUMMARY OF THIS MEMORANDUM

The following summary information is qualified its entirety and should be
read in conjunction with the more detailed information and Financial Statements
appearing as Exhibit AA@ to this Memorandum. This summary includes certain
statements, estimates and projections provided by the Company with respect to
the anticipated future performance of the Company. Such statements, estimates
and projections reflect assumptions concerning anticipated results, which
assumptions may not prove to be correct. No representations are made as to the
accuracy of such statements, estimates or projections. The only information that
will have any legal effect will be that specifically represented in a definitive
subscription agreement signed by an investor; in no event will such definitive
subscription agreement contain any representation of any kind whatsoever as to
the Company projections, or the accuracy or completeness of this Memorandum.

This Offering. The Company was incorporated on April 14, 1998. The
Company's Charter was amended on July 23, 1998. Its principal place of business
is 631 Cass Street, Suite 181-A, Monterey, California 93940-3113. The Company's
telephone number is (800) 285-7188. The Company is offering to sell, on a "best
efforts" basis, up to 1,200,000 Shares of voting, participating Common Stock
described in this Memorandum. This Offering is not contingent upon subscriptions
being received for any minimum amount of Shares. Each investor in the Shares is
not required to purchase any minimum amount of Shares. This Offering is
summarized in the chart below:

Securities Offered......................... 1,200,000 Shares, consisting of one
Share of voting, participating
Common Stock.

Offering Price............................. $.10 per Share
Securities Outstanding (1):
Prior to this Offering:
Common Stock..................... 15,285,000 Shares
Preferred Stock.................. 0 Shares
After this Offering:
Common Stock..................... 16,485,000 Shares
Preferred Stock.................. 0 Shares See "Description of
Capital Stock"

Estimated Net Proceeds of this Offering (2) $120,000

Use of Proceeds . . . . . . . . . . . . . . The gross proceeds to the Company
from the sale of the Shares offered
hereby (after payment of any broker
-dealer commissions but before
certain expenses like legal fees
payable by the Company in
connection with the Company's
organizational expenses and this
Offering) shall consist only of
cash and are estimated to be
$120,000. The Company intends that
it shall use the net proceeds of
this Offering during the six (6)
month period following the closing
date of this Offering in order to
satisfy operating expenses. See
"Use of Proceeds."
- - --------------------

(1) Does not include 100,000 shares of Common Stock reserved for issuance to an
employee, Diane S. Button, for past services rendered to the Company. See
"Management -- Compensation."

(2) After deducting estimated expenses of this Offering, including printing
costs, filing fees, advisors' fees, attorneys' fees, accountants' fees, and
other similar expenses, and assuming that 0 percent of this Offering is
sold through NASD broker-dealers who could receive a commission of up to 10
percent. See "Use of Proceeds."

Page 1

August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
Common Stock

Dividends ...................The holders of Shares shall be entitled to receive
dividends when, as and if the board of directors of
the Company so determines. Any dividend may be
payable in a proportionate amount of shares of
Common Stock. The declaration of dividends for
Common Stock is discretionary, not mandatory,
with the Company's board of directors.

Redemption ..................The Shares are not subject to discretionary
redemption by the Company.

Voting Rights ...............Holders of the Shares have voting rights and powers
equal to the rights and powers of other holders of
Common Stock, as well as the right to notice of all
stockholders' meetings. A vote of 51 percent of the
holders of Common Stock is required to amend the
Company's Charter. As a class, the holders of the
Shares purchased pursuant to this Offering shall
own, as a group, approximately seven percent of the
Company's issued and outstanding stock, assuming
that this Offering is fully subscribed.

The Company. The Company is a Nevada corporation, which intends to solicit
and market Monterey and other Central California specialty food and wine
products, gift packages and gift boxes on the worldwide internet. Specifically,
the Company intends to offer to online consumers specialty food products
primarily from Monterey County, including clam chowders, salsas, Monterey Jack
cheeses, garlic mustards, and wines. The Company shall depend upon third party
manufacturers in order to manufacture, deliver and/or drop ship the products to
buyers.

Risk Factors. An investment in the Shares offered hereby is very
speculative and involves a high degree of risk. Prospective investors should
carefully consider the matters discussed in this Memorandum under "Risk Factors"
prior to any investment in the Company. Some of the significant risk factors
include:

The Company is in its initial phase of development, has no significant
assets, and has no meaningful operating history. Dependence of the
Company on one key management employee, Ms. Janice M. Demianew (the
"Founder"), and the possibility that the Company will not be able to
attract or retain key personnel.

The Company may be unable to raise sufficient additional equity
capital to further pursue development of its products and its internet
customer base.

Risks associated with investment in a newly-formed company which
anticipates a rapid period of growth.

The Company has issued stock to the Founder, for no cash
consideration, and may issue additional shares of Common or Preferred
Stock in the future, resulting in a dilution in the book value per
Share of the Shares purchased by investors in this Offering.

Despite the intent of the Company's management, the possibility exists
that none of the Company's shares may ever be publicly-traded,
including the Shares purchased in this offering, thereby lowering the
expected return on the investors' investment in the Shares.

Page 2

August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
The price at which the Shares are offered hereby has been set
arbitrarily by management, and has no relationship to the book value
per share, current earnings of the Company, or other generally
accepted measurements of value.

Even if this Offering is fully subscribed, the Company may not have
sufficient funds to support its ongoing operations beyond the next 12
months, hence requiring the Company to obtain additional financing in
the future, which financing may not be available on acceptable terms,
if at all.

The Company does not presently intend to pay dividends for the
foreseeable future, but intends to retain all earnings, if any, for
use to meet the Company's operating expenses and growth strategy.

The Company's financial statements are limited to the balance sheet
attached hereto as Exhibit "A".

Investor Suitability Standards. This Offering is limited only to investors
who qualify as "accredited investors" as defined under Regulation D, Rules 501
through 508, promulgated by the SEC, or unaccredited investors who, either alone
or with their purchaser representative(s), have such knowledge and experience in
financial and business matters that they are sufficiently capable of evaluating
the merits and risks of the proposed investment in the Shares. An "accredited
investor" is an investor who, together with his or her spouse, has a net worth
of at least $1,000,000 or had an annual income (exclusive of that of his or her
spouse) in excess of $200,000 in each of the last two years and reasonably
expects an income (exclusive of that of his or her spouse) in excess of $200,000
in the current year. For those investing as husband and wife as accredited
investors, their joint annual income must exceed $300,000 in each of those years
with a reasonable expectation of $300,000 income in the current year.
Suitability standards for investors other than natural persons (entities such as
corporations, partnerships and trusts) are more complex. In addition, certain
other entities may also be deemed to be accredited but, in most cases, only if
every owner of a beneficial interest in such an entity satisfies one or more of
the standards above.

Prior to acceptance of a subscription, each prospective investor will be
required to demonstrate to the satisfaction of the Company, in writing, in the
Subscription Agreement and Questionnaire contained in the Subscription Booklet
which is enclosed with this Memorandum, that the prospective purchaser is either
an accredited investor or otherwise satisfies the suitability standards
established by the Company herein for unaccredited investors. Failure to
complete and execute these attached documents will result in the subscription
being rejected.

Representations regarding accreditation or suitability will be reviewed to
determine the status of each prospective investor, and the Company expressly
reserves the right to refuse a subscription if, in its sole discretion, it
believes the prospective investor does not meet the applicable accreditation or
suitability requirements or that the Shares are otherwise an unsuitable
investment for the prospective investor.

The Common Stock which comprise the Shares are subject to substantial
restrictions on resale pursuant to the Securities Act and Regulation D, Rules
501 through 508 promulgated thereunder, the laws of the various states in which
the Shares are offered, as well as the Company's Charter. Specifically, the
securities offered herein may not be resold without being registered under both
the Securities Act and qualified under the state securities laws of the various
states in which the Shares are sold, or pursuant to an exemption from such
registration and qualification. An investment in the Shares is recommended only
for those persons who are sophisticated in financial and business matters, can
withstand a complete loss of their investment, and have no need for the
immediate return of their investment.

Page 3

August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>

RISK FACTORS

AN INVESTMENT IN THE SHARES OF THE COMPANY INVOLVES A HIGH DEGREE OF RISK
AND SHOULD BE REGARDED AS HIGHLY SPECULATIVE. AS A RESULT, THE PURCHASE OF THE
SHARES SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD A LOSS OF THEIR
ENTIRE INVESTMENT. IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS
MEMORANDUM, PROSPECTIVE PURCHASERS SHOULD CAREFULLY CONSIDER THE FOLLOWING:

Limited Operating History. The Company is newly-organized, in its initial
stage of development, lacks a meaningful prior operating history, and is
entirely dependent upon the proceeds of this Offering in order to implement its
business plans. As of June 30, 1998 the Company had no working capital or
accumulated deficit. The Company has no material tangible assets. Accordingly,
an investment in the Shares is highly speculative and is only a suitable
investment for an investor who recognizes the high risks involved, has no need
for liquidity in the investment and who can afford a total loss of his
investment. There is no assurance that the Company's business strategy will be
successful, or that additional capital will not be required to continue its
business operations.

Dependence on Founder. The Company is highly dependent on the services of
its Founder, Ms. Janice M. Demianew, who is the President, Chief Executive
Officer and Chairman of the Company. The loss of her services would have a
materially adverse impact on the Company. The Company does not currently
maintain any key man life insurance policy with respect to the Founder.

Possible Difficulty in Raising Additional Equity Capital. There is no
assurance that the Company will be able to raise additional equity capital in an
amount which is sufficient to continue operations after the proceeds of this
Offering have been used. Although the Company believes that the net proceeds of
the Offering will fund its general working capital for not less than 12 months,
there can be no assurance that the Company will have sufficient funds to support
ongoing operations. In the event the Company requires additional financing, the
Company will seek such financing through bank borrowing, debt or other equity
financing, corporate partnerships or otherwise. There can be no assurance that
such financing will be available to the Company on acceptable terms, if at all.
The Company does not presently have a credit line available with any lending
institution. Any additional equity financing may involve the sale of additional
shares of the Company's Common Stock or Preferred Stock on terms that have not
yet been established. These terms may be more favorable than those contained
herein. Any future sales of securities would necessarily result in dilution to
the investors of this Offering.

Risks of Rapid Growth. The Company, which is newly-formed, anticipates a
period of rapid growth which may place strains upon the Company's management and
operational resources. The Company's ability to manage growth effectively will
require the Company to successfully integrate its business and administrative
operations into one dynamic management structure.

Possible Issuance of Additional Shares. The Company has authorized shares
of Common Stock. The Company presently has outstanding 15,285,000 shares of
Common Stock, the only class of stock of the Company for which shares have been
previously issued. At the commencement of this Offering, the Company will have
authorized, but unissued, 50,000,000 shares of Common Stock. The Company has
100,000 shares of Common Stock reserved for issuance to Ms. Diane S. Button, an
employee, for past services rendered to the Company. See "Description of Capital
Stock." This leaves a balance of 33,415,000 shares of the 50,000,000 authorized
shares of Common Stock available for future issuance. The Company may issue
shares of Common Stock beyond those already issued for cash, services, or as
further employee incentives. To the extent that additional shares of Common
Stock are issued, the percentage of the Company's issued and outstanding shares
of Common Stock underlying the Shares shall be increased and the issuance may
cause additional dilution in the book value per share of the underlying Common
Stock. See "Description of Capital Stock."

Restrictions on Transfer and Lack of Liquidity. No registration statement
under the Securities Act has been or is intended to be filed with respect to the
Shares. The Common Stock may not be sold or transferred by holders thereof

Page 4

August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
unless such a registration statement is subsequently filed and declared
effective under the Securities Act or unless an exemption from such registration
is available. There is no public or other market for the Shares or for any
securities issued by the Company, nor is such a market likely to develop in the
foreseeable future. Accordingly, as long as the Company remains privately-held,
an investor may be required to hold the Shares for an indeterminate time and may
never be able to liquidate his or her investment.

Absence of Public Market. No assurance can be given that the Company will
operate ever in such a manner as to enable the Company to successfully complete
an initial public offering of any classes of its shares ("IPO"). Failure to have
an IPO may substantially reduce the resources of the Company available for
business development, as well as the net earnings available for distribution to
the Company's stockholders.

Control by Existing Common Stockholders and Founder and Anti-Takeover
Provisions. Following consummation of this Offering, the Founder and Ms. Diane
S. Button will own between approximately 73 percent of the outstanding voting
shares of the Company, assuming a fully subscribed Offering. Accordingly, the
Founder will have the ability to control the election of the Company's directors
and most other stockholders' actions. The Company's Charter (attached hereto as
Exhibit AB@) currently allows any action required or permitted to be taken by
stockholders of the Company to be authorized at a duly-called annual or special
meeting of the stockholders or by any majority consent in writing. The Bylaws
(which are attached hereto as Exhibit "C") currently provide that special
meetings of the stockholders of the Company may be called only by the board of
directors, the Chairman or the President. The Charter provisions and Bylaws,
whether or not amended, may discourage certain types of transactions involving
an actual or potential change in control of the Company, including transactions
in which the stockholders might otherwise receive a premium for their shares
over then-current market prices, and may limit the ability of the stockholders
to approve transactions that they may deem to be in their best interests. The
board of directors has the authority to fix the rights and preferences of, and
to issue, shares of Preferred Stock, which may have the effect of delaying or
preventing a change in control of the Company without action by the
stockholders. See ACertain Provisions of Nevada Law.@

Arbitrary Offering Price. The price at which the Shares are offered hereby
has been arbitrarily set by the Company's management, and has no relationship to
the book value per share, current earnings of the Company, or other generally
accepted measurement of value.

Substantial Dilution. Purchasers of the Shares offered hereby may suffer an
immediate and substantial dilution in net tangible book value of their Shares.
See "Dilution."

Dividends Not Likely. No dividends on this Company's Common Stock have been
declared or paid by the Company, to date. The Company does not presently intend
to pay dividends on its shares for the foreseeable future, but intends to retain
all earnings, if any, for use in the Company's business. There can be no
assurance that dividends will ever be paid on the Common Stock. Investors who
anticipate the need for dividends from their investment in the Company should
not purchase the Shares offered hereby.

Limited Financial Statements. The Company's financial statements are
limited to the balance sheet and notes attached hereto as Exhibit "A".

Introduction of New Products by Specialty Food Suppliers and Market
Acceptance. The Company=s long-term operating results depend substantially upon
its food suppliers= ability to continue to conceive of, design and market new
specialty food products and upon continuing market acceptance of its suppliers=
existing and future specialty food products. In the ordinary course of their
businesses, the Company=s suppliers regularly develop new specialty food
products and create additions to their existing food product lines. Significant
delays by the Companys= specialty food suppliers in the introduction of, or
their failure to introduce or market, new products or additions to their
respective product lines could impair the Company=s results of operations. The
specialty food consumer markets are affected by changing consumer tastes and
interests, which are difficult to predict and over which the Company=s suppliers

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
and the Company have little, if any, control. These products in any event have
limited life cycles and may be discontinued by the suppliers at any time.
Accordingly, there can be no assurance that existing or future specialty food
products of the Company=s food suppliers will maintain or receive substantial
market acceptance. In addition, the Company=s profitability will also depend on
the strength of the U.S. and worldwide economies which can affect consumers=
spending habits on such items as specialty foods. Any downturn in the U.S. or
worldwide economy could have a material adverse effect on the Company=s
business, financial condition and results of operations.

Competition. The Company faces significant competition in each of its
specialty food product segments. The Company believes that the basis of
competition in specialty food products is price, quality and the ability to
produce in required volumes and to timely meet delivery schedules. The Company
expects increased competition from other industry participants that may seek to
enter one or more of the Company=s high margin specialty food product segments.
Many of the Company=s existing and potential competitors have significantly
greater financial, technical, production, and marketing resources than the
Company.

Potential Product Liability. The Company is engaged in business that could
result in possible claims for injury or damage resulting from its specialty food
products. The Company is not currently, nor has it been in the past, a defendant
in any product liability lawsuit. The Company does not maintain product
liability insurance. A successful claim brought against the Company by a
customer of the Company or a consumer and the adverse publicity that could
accompany any harm caused to a consumer by a specialty food product sold by the
Company could have a material adverse effect on the Company's business,
financial condition or results of operations.

ERISA Considerations. In considering an investment in the Shares on behalf
of a pension or profit-sharing plan (including a Keogh plan and an IRA) or a
welfare benefit plan, the plan fiduciary should consider, among other things,
the following matters under the Employment Retirement Income Security Act of
1974, as amended ("ERISA"): whether the investment in the Shares (i) is
permissible under the documents and instruments governing the plan; (ii)
satisfies the diversification requirements of ERISA; (iii) is prudent
considering all of the facts and circumstances, including the fact that there
will not be any public market for the disposition of the Shares; (iv) is solely
made in the interest of the participants in the plan; and (v) could result in,
or cause, a prohibited transaction.

DILUTION

Dilution is a reduction in the net tangible book value of a purchaser=s
investment measured by the difference between the purchase price and the net
tangible book value of the Shares after the purchase takes place. The net
tangible book value of Common Stock is equal to stockholders= equity applicable
to the Common Stock outstanding. As a result of such dilution, in the event the
Company is liquidated, a purchaser of Shares may receive less than his initial
investment and a holder of stock prior to this Offering may receive more.

The net tangible book value of the Company=s Common Stock as of June 30,
1998 was $0.00, or $.00 per share. After giving effect to the receipt of the
estimated gross proceeds of $120,000 from the sale by the Company of 1,200,000
shares of Common Stock, the pro forma net tangible book value would be $120,000
or $0.07 per share of Common Stock. This represents an immediate increase in net
tangible book value of $0.07 per share of Common Stock to existing holders of
Common Stock from the proceeds of this Offering and substantial dilution to the
new investors (i.e., the difference between the assumed initial offering price
of $0.10 per Share of Common Stock and the pro forma net tangible book value per
Share) of $0.03 per Share of Common Stock.

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum

<PAGE>
ESTIMATED USE OF PROCEEDS

The gross proceeds of this Offering are estimated to be $120,000 assuming
that this Offering is fully subscribed.

The following table sets forth the information concerning the
estimated use of proceeds of this Offering. Prospective investors should note
that such figures are estimates only. No assurance can be given that the
proceeds will be used by the Company as set forth in the following table.

- - --------------------------------------------------------------------------------
Gross Amount of Proceeds: $120,000 100%
- - --------------------------------------------------------------------------------
Working Capital 5,500 4.5
- - --------------------------------------------------------------------------------
Accounting 3,000 2.5
- - --------------------------------------------------------------------------------
Legal 7,500 6
- - --------------------------------------------------------------------------------
Consulting Financial Fees 20,000 17
- - --------------------------------------------------------------------------------
Offering Related Costs 3,000 2.5
- - --------------------------------------------------------------------------------
Names Purchase 20,000 17
- - --------------------------------------------------------------------------------
Consulting Sales Fees 20,000 17
- - --------------------------------------------------------------------------------
Inventory 21,000 17
- - --------------------------------------------------------------------------------
Product Development 5,000 4
- - --------------------------------------------------------------------------------
Advertising 12,000 10
- - --------------------------------------------------------------------------------
Labeling 3,000 2.5
- - --------------------------------------------------------------------------------
Total: $120,000 100%
- - --------------------------------------------------------------------------------

Any excess or shortfall of funds allocated to any categories of use of
proceeds over the actual expenditures for such coverage of use of proceeds shall
serve to increase or decrease working capital, as the case may be.

CAPITALIZATION

The following table sets forth the capitalization of the Company at June
30, 1998. The table should be read in conjunction with the Financial Statements
and notes thereto appearing as Exhibit AA@ hereto.

June 30, 1998 As Adjusted
------------- -----------

Long-Term Debt $ 0 $ 0
Common Stock ----------
----------
Total Stockholders'
Equity ----------

Total Capitalization $---------- $

ARBITRARY SHARE VALUE

The value of the Shares has been established at $.10 per Share. This price
been determined solely by the Company and is based upon certain factors
considered relevant by the Company including, without limitation, management's
estimation of the business potential and earnings prospects of the Company. This
offering price does not necessarily reflect the fair market value of the Shares.

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>

THE COMPANY

Business

The Company will solicit customers on the internet by featuring specialty
food and wine products from Monterey County, including some of its surrounding
areas. The regions of central and northern California are identified throughout
the world for their picturesque beauty and the quality of the products which
they make. The products offered by the Company are all of high quality from
California, including products from Monterey like clam chowder, wines from
Monterey Peninsula and Napa Valley, sardines, crackers, salsa, garlic products
from Gilroy, hand-rolled Monterey Jack Cheeses, stuffed olives, mustards,
candies, cookies and salamis. Along with specialty foods, the Company will also
offer a variety of gift packages and baskets.

Management believes that the Company will be able to exploit its specialty
food products on the internet and capture a significant percentage of this
estimated 47 billion dollar consumer market by the year 2000. The Company
eventually intends to produce a catalog of specialty food products available to
all internet customers.

Litigation

The Company is not presently a party to any litigation nor, to the
knowledge of management, is any litigation threatened.

Principal Stockholders

The following table sets forth information regarding the beneficial
ownership of the shares of the Common Stock (the only class of shares previously
issued by the Company) as of June 30, 1998 by (I) each person known by the
Company to be the beneficial owner of more than five percent of the Company's
outstanding shares of Common Stock, (ii) each director of the Company, (iii) the
executive officers of the Company, and (iv) by all directors and executive
officers of the Company as a group, prior to and upon completion of this
Offering. Each person named in the table has sole voting and investment power
with respect to all shares shown as beneficially owned by such person.
<TABLE>
<CAPTION>

Name and Address Shares of Percent Before Percent After
Title of Class of Beneficial Owner Common Stock Offering Offering
<S> <C> <C> <C> <C>
Common Janice M. Demianew 12,000,000 79% 73%
Common Diane S. Button 3,100,000 19% 18%
As a Group 15,100,000 98% 91%
</TABLE>

Market

The specialty foods market is forecast to reach sales of over 47 billion
dollars by the year 2000, according to the National Association of Specialty
Foods Trade, Inc. (NASFT). The internet is widely recognized as the critical
tool of the future to market most retail products, including goods, to consumers
and businesses. In the area of gift giving, for example, 55 percent of flowers
sold on 1-800-FLOWERS came via online the web in 1996. The estimated amount
spent by end-users on the internet on internet products in 1996 was 19 billion
dollars, while the estimated number of e-mail messages that will be sent in the
year 2000 is 6.9 trillion.

Competition

Stores carry specialty food products with limited space which are provided
primarily by national and regional chains food stores. Management believes that
currently there are no companies offering specialty food items from the
Monterey, Salinas and Carmel Counties on the internet.

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum

<PAGE>
MANAGEMENT

The management of the Company is fully committed to producing strong and
diverse financial results; concentrating on increase sales revenues and profits;
building a strong focused team of employees; and planning thoroughly before
committing Company resources.

Directors and Executive Officers

- - --------------------------------------------------------------------------------
Name Position
- - --------------------------------------------------------------------------------
Janice M. Demianew President, Chairman of the Board of Directors
- - --------------------------------------------------------------------------------
Diane Button Secretary, Treasurer and Director
- - --------------------------------------------------------------------------------
Melissa De Anzo Director
- - --------------------------------------------------------------------------------

The Directors named above will serve until the first annual meeting of the
Company=s stockholders. Thereafter, Directors will be elected for one-year terms
at the annual stockholders= meeting. Officers will hold their positions at the
appointment of the board of directors.

The following is a biographical summary of the experience of the directors
and officers of the Company:

Janice M. Demianew, 51, is the President, Chief Executive Officer and
Chairman of the board of directors. Ms. Demianew is also currently operations
manager for Monterey Ventures, Inc., an investment banking firm, and has over 20
years of experience in the legal field, having worked as legal
assistant/secretary for sole practitioners and law firms such as Brobeck,
Phleger & Harrison in San Francisco and San Diego. She has substantial
accounting and business experience, including with computers, word processing,
and public relations.

Diane Button, 49, is the Secretary, Treasurer and a Director of the
Company. Prior to joining the Company, she held the position of vice president
of California Seasons, Inc. in its commercial and wholesale division. In such
capacity Ms. Button established the policies and procedures for the wholesale
distribution of the company=s gourmet and specialty foods products. From 9-89 to
3-97, Ms. Button worked for the Viad Corp. (formally The Dial Corp) in the law,
tax and shareholders= services department. She was primarily responsible for
communications with shareholders, registered representatives and transfer
agents. Ms. Button also assisted with quarterly and annual reports, shareholder,
proxies, annual meetings participation, and the Company=s dividend reinvestment
program. From 8-84 to4-88, Ms. Button worked in the controller=s department for
Appleland Fruit Sales, Inc., a wholesale food distribution company, where she
also assisted in the international and domestic sales department.

Melissa De Anzo, 35, is a Director of the Company. Ms. DeAnzo is a
consultant that specializes in providing bookkeeping, accounts receivable and
accounts payable services. She also provides assistance in audit and tax
preparation. Ms. DeAnzo=s primary focus is on marketing small businesses which
have needs that would otherwise be more costly for smaller entrepreneurs. From
1993 until present, Ms. DeAnzo gained her experience with employment with major
corporations, including Lawrence Paper Company and Household Credit Services.

Management Compensation

The board of directors has not yet adopted a salary compensation structure
for the directors and officers of the Company. It is intended that the President

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
and Vice-President will receive a modest salary per month for the next six
months at which time the financial condition of the Company will dictate the
compensation of officers and directors. The Company shall reimburse its officers
and directors for any reasonable out-of pocket expenses incurred on behalf of
the Company. The Company does not have any pension, profit-sharing, stock bonus,
or other benefit plans. Such plans may be adopted in the future at the
discretion of the Board of Directors.

The Board of Directors has authorized the issuance of 100,000 shares to an
employee of the Company, Ms. Diane S. Button, for past services rendered to the
Company.

Indemnification and Exclusion of Liability of Directors and Officers

So far as permitted by the Nevada Business Corporation Act, the Company=s
Charter provides that the Company will indemnify its directors and officers
against expenses and liabilities they may incur and defend, settle or satisfy
any civil or criminal action brought against them on account of their being or
having been directors or officers of the Company unless, in such action, they
are adjudged to have acted with gross negligence or to have engaged in willful
misconduct. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, (collectively, the AActs@) may be permitted to directors, officers or
controlling persons pursuant to foregoing provisions, the Company has been
informed that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the Acts and is, therefore, unenforceable.

Certain Transactions

The Company has retained the services of Monterey Ventures, Inc. (AMVI@), a
private investment banking firm that specializes in assisting companies with
capital growth services. The Company has executed an Investment Banking
Agreement that requires MVI to provide guidance and consultation to the Company,
primarily in the areas of preparing this Memorandum, structuring the Company=s
corporate finances, and engineering the Company=s public market development. The
Company will pay a cash fee of $20,000 as compensation for services to be
rendered by MVI. Pursuant to this Investment Banking Agreement, the Company has
also agreed to issue a warrant to MVI that will allow MVI to purchase up to
200,000 shares of the Company=s Common Stock at an exercise price of $0.01 per
share.

THIS OFFERING

Description of this Offering

The Company is offering to sell concurrently 1,200,000 Shares of
participating voting Common Stock to investors who meet the suitability
standards contained in this Memorandum.

The Shares will be offered and sold primarily by the Company, and certain
of its officers, directors, stockholders and employees.

Instructions for Investing

Prospective investors may request to subscribe for the Shares by remitting
payment of the purchase price for the Shares subscribed, in the form of a
cashier's check or money order, payable to AInternet Food Co., Inc.", 631 Cass
Street., Suite 181-A, Monterey, California 93940, Attention: Ms. Janice M.
Demianew, President. In addition, each prospective investor must complete,
execute and deliver to the Company, together with payment, the following:

1. A Subscription Agreement and Prospective Investor Questionnaire,
including the information necessary to determine whether the prospective
investor is qualified to be an investor, and evidencing certain representations
and warranties by the investor relating to the investor's subscription.

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
2. Investors who wish to invest by means of an IRA, Keogh, or other pension
plan must have the pension plan's trustee complete the Subscription Agreement
and related documents.

The Company shall determine, in accordance with the investor suitability
standards set forth herein, whether prospective investors may subscribe to
purchase the Shares offered hereby. The Company in its sole and absolute
discretion may accept or reject subscriptions, in whole or in part (even from
investors who meet the suitability requirements).

Subscriptions are not binding until accepted or rejected, in whole or in
part, by the Company, which reserves the right to reject, in whole or in part,
any subscription in its sole and absolute discretion. The Company shall notify
each subscriber of any such determination not later than 10 days after receiving
the executed subscription agreement. If the Company does not accept a
subscription, in whole or in part, whether because of the nonsuitability of a
prospective investor or any other reason, refund of the subscription amount
shall be made to the subscriber as described below under "The Offering --
Handling of Sale Proceeds and Distribution of Share Certificates."

Plan of Distribution and Closing

No escrow exists for the Shares. The Company reserves the right, in its
sole and absolute discretion, to reject any subscription, in whole or in part,
for any reason whatsoever. The Company, in its sole and absolute discretion, may
elect to accept subscriptions for a lesser amount than is subscribed for by any
person. This Offering may be withdrawn, canceled, modified or terminated by the
Company in its sole and absolute discretion.

Except as set forth below, this Offering will terminate at 5:00 p.m.
(Pacific Daylight Time) on December 31, 1998 (which date may be extended), or
the date of receipt by the Company of payment and executed subscriptions from
acceptable prospective investors for a fully subscribed offering, whichever is
sooner. The final closing will be held within five days of December 31, 1998, or
such other date as the Company may determine in its sole and absolute discretion
(the "Closing Date").

Handling of Sale Proceeds and Distributions of Share Certificates

Until acceptance of subscriptions for the Shares, subscription proceeds
will be held by the Company. Once accepted, subscription proceeds shall
immediately be executed upon by the Company, without escrow, for its use.

Any subscription funds refunded by the Company will be mailed promptly to
the subscriber. Following any repayment of subscription funds, the Company will
have no further liability to any subscriber.

Certificates for Shares of the Common Stock offered hereby, which are duly
subscribed and paid for, will be issued as soon as practicable after acceptance
of the subscription (if and when the same shall occur).

Investor Suitability Standards

THE SUITABILITY STANDARDS DISCUSSED HEREIN REPRESENT MINIMUM SUITABILITY
STANDARDS FOR PROSPECTIVE INVESTORS. EACH PROSPECTIVE INVESTOR SHOULD DETERMINE
WHETHER THIS INVESTMENT IS APPROPRIATE FOR SUCH INVESTOR.

The Shares offered hereby are neither registered under the Securities Act
nor registered or qualified under any state securities laws, and are being
offered pursuant to exemptions from the registration and qualification
requirements thereof. Accordingly, the Company will offer and sell the Shares
only to investors who, in the sole judgment of the Company, satisfy the
stringent standards of suitability set forth herein.

Investment in the Shares is only suitable for persons who have adequate
means of providing for their current needs and personal contingencies and have
no need for liquidity in such an investment.

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
Prior to the purchase of any of the Shares, each prospective unaccredited
investor, or the partners or beneficiaries, as the case may be, of a purchasing
entity that is an IRA, Keogh Plan, trust or partnership, will be required to
represent (directly or through his purchaser representative), among other
things, that he meets each of the following requirements: (I) he has the
requisite knowledge and experience in financial, business or investment matters
to evaluate the merits and risks of the investment so as to be able to protect
his own interests; (ii) he is acquiring the Shares for investment and not with a
view to resale or distribution thereof; and (iii) he has the ability to bear the
economic risks of investing in the Shares.

Sales will be made only to persons or entities who are "accredited
investors" as that term is defined in Securities Act Rule 501(a) and
unaccredited investors who satisfy the suitability requirements set forth in
this Memorandum. Accredited investors include: (I) any director or executive
officer of the Company; (ii) any natural person whose individual net worth or
joint net worth with that person's spouse exceeds $1,000,000; (iii) any natural
person who had an individual income in excess of $200,000 in each of the two
most recent years, or joint income with that person's spouse in excess of
$300,000 in each of those years and who reasonably expects the same income level
in the current year; (iv) any organization described in Section 501(c)(3) of the
Code (i.e., tax exempt entities), any corporation, Massachusetts or similar
business trust, or partnership, not formed for the specific purpose of acquiring
the Shares, with total assets in excess of $5,000,000; (v) any trust, with total
assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the Shares, whose purchases are directed by a sophisticated person who has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of the prospective investment; (vi) any employee
benefit plan within the meaning of Title I of ERISA if (a) the investment
decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA,
which is either a bank, savings and loan association, insurance company, or
registered investment adviser, (b) the employee benefit plan has total assets in
excess of $5,000,000 or (c) if a self-directed plan, with investment decisions
made solely by persons that are accredited investors; and (vii) any entity in
which all of the equity owners are accredited investors.

CONFLICTS OF INTEREST

There is generally no limitation on the right of the Founder, or the other
executives or directors of the Company, to engage in business or to render any
services of any kind to any entity other than the Company. The Founder may be
subject to conflicts of interest arising out of her relationship with the
Company and with other entities engaged in specialty food retailing, marketing,
or distribution activities, some of which entities may be in competition with
the Company. The Founder may sponsor food programs that are competitive with the
Company.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock. All of the issued and outstanding capital stock of the Company
is fully paid and nonassessable. The following summary descriptions of the
Company's Common Stock is qualified in its entirety by reference to the
Company's Charter which is attached hereto as Exhibit AB. "See Available
Information."

Common Stock

Holders of Common Stock are entitled to one vote for each share held on
matters submitted to a vote of stockholders. Under California law, the Company
is subject to California Corporations Code section 2115 as a Aquasi-California@
corporation, and hence there is cumulative voting of directors. Holders of
Common Stock are entitled to receive ratably any dividends that may be declared
by the Board of Directors of the Company out of legally available funds. Upon
the liquidation, dissolution or winding up of the Company, the holders of Common
Stock are entitled to receive ratably the net assets of the Company after
payment of all debts and liabilities and liquidation preferences of any
outstanding shares of Preferred Stock. Holders of Common Stock have no
preemptive, subscription, redemption or conversion rights.

Page 12

August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
Certain Provisions of Nevada Law

The Company is a Nevada corporation and is subject to certain anti-takeover
provisions of the Nevada Revised Statutes (ANRS@).

Nevada's Combination with Interested Stockholders Statute,@ NRS Sections
78.411 through 78.444 (the ACombination with Interested Stockholders Statute@),
prohibits an Ainterested stockholder,@ under certain circumstances, from
entering into a Acombination@ with a Nevada corporation, unless certain
conditions are met. A Acombination@ includes (a) any merger with an Ainterested
stockholder,@ or any other corporation which is or after the merger would be, an
affiliate or associate of the interested stockholder, (b) certain sales, leases,
exchanges, mortgages, pledges, transfers or other dispositions of assets, in one
transaction or a series of transactions, to or with an Ainterested stockholder,@
(c) any issuance or transfer of shares of the corporation or its subsidiaries,
to the Ainterested stockholder,@ having any aggregate market value equal to 5
percent or more of the aggregate market value of al the outstanding shares of
the corporation, (d) the adoption of any plan or proposal or the liquidation or
dissolution of the corporation proposed by the Ainterested stockholder,@ (e)
certain transactions which would result in increasing the proportionate share of
shares of the corporation owned by the Ainterested stockholder,@ or (f) the
receipt of benefits by an interested stockholder, except proportionately as a
stockholder, of any loans, advances or other financial benefits provided by the
corporation. An Ainterested stockholder@ is a person who, together with
affiliates and associates, beneficially owns (or within the prior three years,
did beneficially own) 10 percent or more of the corporation=s voting stock. A
corporation to which the statute applies may not engage in a Acombination@
within three years after the interested stockholder acquired its shares, unless
the combination or the interested stockholder=s acquisition of shares was
approved by the board of directors before the interested stockholder acquired
the shares. Generally, the combination may be consummated after the three-year
period expires if either (i) the board of directors of the corporation approved,
prior to such person becoming an interested stockholder, the combination or the
purchase of shares by the interested stockholder or (ii) the combination is
approved by the affirmative vote of holders of a majority of voting power not
beneficially owned by the interested stockholder at a meeting called no earlier
than three years after the date the interested stockholder became an interested
director.

Nevada's Control Share Acquisition Statute,@ NRS Sections 78.378 through
78.3793 (the AControl Share Acquisition Statute@), prohibits an acquirer, under
certain circumstances, from voting shares of a target corporation=s stock after
crossing certain threshold ownership percentages, unless the acquirer obtains
the approval of the target corporation=s stockholders. The Control Share
Acquisition Statute only applies to Nevada corporations that do business
directly or indirectly in Nevada. The Company does not intend to Ado business@
in Nevada within the meaning of the Control Share Acquisition Statute.
Therefore, it is unlikely that the Control Share Acquisition Statute will apply
to the Company.

Limitation of Liability

The NRS provides that a Nevada corporation may include in its articles of
incorporation a provision indemnifying officers, directors, employees and agents
against expenses, including attorney=s fees, judgment, fines, and amounts paid
in settlement actually and reasonably incurred by such person in connection with
the suit, action or proceeding if such person acted in good faith and in a
manner he or she reasonably believed to be in the best interests of the
corporation and with respect to any criminal action or proceeding had no
reasonable basis to conclude that his or her conduct was unlawful. A Nevada
corporation may also indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action or suit by
reason of the fact that such person was an officer, director, employee or agent
of the corporation if such person acted in good faith and in a manner which he
or she believed to be in the best interests of the corporation.

To the fullest extent allowable under NRS, the Company's Articles and
Bylaws provide that the Company shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending, or completed
action or suit whether criminal, civil, administrative or investigative, by
reason of the fact that such a person, his testator or intestate was an officer,
director, of the corporation, or a predecessor of the corporation.

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum
<PAGE>
INCOME TAX CONSIDERATIONS

The Company shall be taxed as a regular AC@ corporation under the Code,
commencing with its taxable year ending December 31, 1998. The Company,
therefore, will be subject to federal corporate income tax on that portion of
its ordinary income or capital gain that is currently distributed to its
stockholders.

PROSPECTIVE INVESTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS TO
DETERMINE THE FEDERAL, STATE, LOCAL AND OTHER TAX CONSEQUENCES OF INVESTING IN
THE COMPANY.

ERISA MATTERS

ERISA imposes certain restrictions on employee benefit plans subject to
ERISA (APlans@). Fiduciaries of Plans should consult their own legal advisors if
considering an investment in the Shares, regarding, among other matters, the
investment=s compliance with the Plans= governing documents and the normal
fiduciary investment standards of ERISA, including prudence and diversification.

LEGAL MATTERS

Certain legal matters in connection with this Offering have been addressed
on behalf of the Company by Robert Blair Krueger, Jr., Esq.

EXPERTS

The balance sheet of the Corporation as of May 30, 1998, and included in
this Memorandum as Exhibit AA,@ has been examined by Richard Hawkins, CPA an
independent certified public accountants.

AVAILABLE INFORMATION

The Company is not subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. The Company intends to furnish its
stockholders with annual reports containing audited financial statements
certified by an independent public accounting firm and quarterly reports for the
first three quarters of each fiscal year containing unaudited financial
information. A copy of any and all information that has been incorporated by
reference herein is available, upon request, by contacting Ms. Janice M.
Demianew at the Company at 631-A Cass Street, Suite 181, Monterey, California
93940, or by telephone at (408) 373-8415, or by facsimile at (408) 373-8417.

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum

<PAGE>

EXHIBIT "A"
SELECTED FINANCIAL INFORMATION

The Company as of June 30, 1998 has no financial data because it is no
operating history. The company=s fiscal year-end is December 31.

Balance Sheet Data:

- - --------------------------------------------------------------------------------
Assets
- - --------------------------------------------------------------------------------
Current Assets $0
- - --------------------------------------------------------------------------------

Property & Equipment $0
- - --------------------------------------------------------------------------------
Other Assets $0
- - --------------------------------------------------------------------------------
Total Assets: $0
- - --------------------------------------------------------------------------------
Liabilities
- - --------------------------------------------------------------------------------

Current Liabilities $0
- - --------------------------------------------------------------------------------
Equity
- - --------------------------------------------------------------------------------
Retained Earnings $0
- - --------------------------------------------------------------------------------
Net Income (Loss) $0
- - --------------------------------------------------------------------------------
Total Equity: $0
- - --------------------------------------------------------------------------------
Total Liabilities and Equity: $0
- - --------------------------------------------------------------------------------

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August 10, 1998 Internet Food Co., Inc.
Confidential Private Placement Memorandum