<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
AMENDMENT NO. 1
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE OF 1934
Integrated Food Resources, Inc.
---------------------------------------------
Name of Small Business Issuer in Its Charter)
State of Nevada 93- 1255001
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6700 S.W. Sandburg Rd., Tigard, Oregon 97223
---------------------------------------------
(Address of Principal Executive Offices)
(503) 598-4375
------------------------
Issuers telephone number
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Voting Common Stock
---------------------------
(Title of class)
<PAGE>
PART I
ITEM 1. DESCRIPTION OF THE BUSINESS
HISTORY
Integrated Food Resources, Inc., which we sometimes here refer to as
the Company, was organized in the State of Oregon on September 12, 1966 under
the name of The Oregon Trail Company. Our original business was the development
of a family-oriented recreational theme park on the Oregon coast. In May 1968,
our name was changed to Pixieland Corporation and the development of our theme
park continued under our new name. The theme park opened in 1968 and closed
in October 1978. At that time, we stopped all of our operations and we
remained inactive until May 1989. At various times since then, we have changed
our name to American Business Associates, Inc,; Cyberwin Corporation; and back
to Pixieland Corporation. In October 1996, we changed our state of
incorporation to Nevada.
On September 25, 1997, we changed our name to Integrated Food
Resources, Inc. On September 29, 1997, we signed a Share Exchange Agreement
with Seabourne Ventures, Inc., an Oregon corporation whereby Seabourne
became our wholly-owned subsidiary.
On July 31, 1998, we signed an Asset Acquisition Agreement and Plan of
Reorganization with Clipper Cubed Corporation, a Nevada corporation whereby we
purchased all of the assets of Clipper Cubed in exchange for our common stock.
As part of our agreement with Clipper Cubed, we formed an Oregon corporation as
our wholly-owned subsidiary under the name "ClipperNet Corporation" and we
transferred the assets we purchased from Clipper Cubed to ClipperNet
Corporation. ClipperNet Corporation is now a wholly-owned subsidiary of the
Company and Clipper Cubed has stopped doing business.
As used in this Registration Statement, whenever we refer to ourselves
or to the Company, we also mean to include Seabourne Ventures, Inc. and
ClipperNet Corporation, if the context is appropriate.
BUSINESS AND OPERATING PLAN
The Company is engaged in the business of procuring, processing,
marketing and distributing private-label food products for large food retail
chains in the United States and Canada, such as Kroger, Western Family Foods
and Safeway. We obtain our products from affiliated and non-affiliated sources
located throughout the world. We in turn supply these food products to our
retail food chain clients under a relationship with an affiliated company name
"International Trade Group, LLC", which we will refer to here as ITG. ITG was
formed in 1992 as an independent, privately-held central buying consortium
designed to coordinate and manage the international procurement needs of U.S.
food retail chains. These food retailers find it more economical and
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efficient to entrust their private label food product procurement to ITG, who
can, as the overseas representative of the retailers as a collective group,
negotiate advantageous supplier contracts throughout the world. ITG provides
product sourcing, contract negotiations with suppliers, plant inspections,
production quality control, customs clearance and U.S. Food and Drug
Administration release, international banking and financing administration and
logistics management.
In April 1998, the Company and the Republic of Guinea entered into three
separate Project Development Agreements covering agricultural and
aquacultural development. One of these agreements deals with the
establishment of prawn, farms; another covers the development of a pineapple
plantation and processing facility; and the third agreement covers the
issuance of fishing permits in Guinea's territorial waters. On July 25, 1998,
the Republic of Guinea transferred to the Company approximately 35,000 acres
of prime coastal agricultural and aquaculture land for the purpose of
implementing the previously described Project Development Agreements. The
land is owned by the Company free of encumbrances and obligations. The
development of the property will include construction of a tuna processing
cannery, the management of a shrimp farming and processing operation and the
development of tropical fruit plantations and rice farming. The Company
intends to begin development of the property in 1999 and will fund the
development through additional debt or equity financing. With such financing,
we expect to create viable commercial operations to maximize the land use in
phased-in farming projects.
Seabourne Ventures, Inc. is in the business of harvesting, processing,
marketing and distributing seafood products, principally canned tuna fish and
tuna-related products. Seabourne will use proprietary harvesting techniques for
catching tuna in the open seas and factory ships for initial processing of the
tuna. The harvesting and processing system to be used will allow Seabourne to
offer canned tuna that is superior in quality and priced below established
brands. Seabourne is a source of tuna products for the Company. ITG has entered
into a Toll-Packing Agreement for Canned Tuna with Agroindustrias Rowen, S.A.
of C.V. Ensenada, Mexico for its tuna products. The fishing permits issued to
the Company by the Republic of Guinea will be used by Seabourne to fish for
tuna in the territorial waters of the Republic of Guinea.
ClipperNet Corporation provides high-speed wireless Internet access
services to business and residential customers in Oregon's Williamette Valley.
To provide this service, ClipperNet uses point-to-point microwave technology
as an alternative to traditional Internet access. The microwave network
technology used by ClipperNet can be installed quickly and efficiently
in the service area. A small antenna installed on the roof of an office
building or a home communicates with a small microwave transceiver which in
turn is connected to a router which distributes incoming and outgoing data to
and from individual workstations. The system is suited for video conferencing,
Web hosting, Web browsing, e-mail and Internet faxing. ClipperNet will
facilitate our development and implementation of electronic commerce projects
related to the trading of food products.
In November 1998, ClipperNet purchased all of the assets of Netbridge
Internet Access Services, an Internet service provider located in Newport
and Lincoln City, Oregon. The purchase price for the assets was $150,000.
It was agreed that $60,000 of that purchase price would be satisfied by the
issuance of 20,000 shares of the Company's common stock. In addition, the
Company through its affiliated company, ITG Finance, LLC, loaned ClipperNet
$20,766.11 to complete this acquisition. The Company also has guaranteed all
of ClipperNet's obligation to the seller.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS.
REVIEW OF OPERATING RESULTS
SEABOURNE VENTURES, INC.
Our revenue for fiscal year 1997-1998 was derived mainly from Seabourne in its
tuna processing and marketing operations. Seabourne entered into a toll
packing agreement with Agroindustrias Rowen, S.A. de C.V. ("Rowen") of Ensenada,
Mexico to process and can tuna fish for the U.S. marketplace. Essentially
all of this production was sold to ITG and eventually to ITG's customer
network of major U.S. food retailers (for example, The Kroger Company, Safeway,
Western Family Foods, and Aldi). These sales produced $5,378,691 in gross
revenue. Due to a limited supply of dolphin-safe raw material in Mexico and
difficult El Nino conditions, Seabourne was able to fulfill less than 10% of
the total demand for canned tuna from the ITG members and other direct
customers.
The Toll Packing Agreement calls for Seabourne to pay Rowen a fixed cost per
case. Seabourne has provided the fresh frozen whole tuna through contracts with
Mexican and U.S. tuna boat owners, and it supplied all direct manufacturing
materials (cartons, cans, lids, labels, hydrolized protein and pallets).
Seabourne hired a professional full-time, on-site staff to manage the plant's
production, quality control, procurement and engineering functions. It
invested $918,617 in new equipment and plant upgrades to meet U.S. Food and
Drug Administration regulatory requirements.
Seabourne has a three year option to acquire 100% of the outstanding shares
of Rowen's stock in a stock for stock exchange. Rowen currently operates
under the bankruptcy protection of the Mexican law equivalent to Chapter 11
under the United States Bankruptcy Code. It is estimated that Seabourne will
be able to settle with Rowen's creditors for a fraction of the outstanding
debt, said settlement being made in cash or a combination of cash and stock.
Rowen was recently appraised by a qualified independent appraiser at $7
million. We intend to exercise the option on the share acquisition once the
funding is completed and Seabourne has access to a dependable supply of raw
material from its own fishing fleet and/or independent sources.
CLIPPERNET CORPORATION, INC.
In July 1998, we acquired the assets and liabilities of Clipper Cubed
Corporation under a Share Exchange Agreement. The assets and liabilities were
transferred to a new company called ClipperNet Corporation which is a wholly-
owned subsidiary of the Company.
For our fiscal quarter ended October 31, 1999, ClipperNet Corporation had net
revenues of $163,021 and net loss of $ 40,415. A significant portion of the
loss is attributed to additional staffing
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to meet the requirements of the new Portland, Newport and Albany, Oregon
business sites. Sales are expected to grow at a very rapid pace during the next
year through domestic and global expansion of ClipperNet's existing network,
licensing agreements, acquisition of other Internet access companies and new
product introductions. In November, 1998, ClipperNet completed its first
acquisition of an Internet access company called Netbridge. Similar
acquisitions are anticipated for 1999.
CAPITAL NEEDS AND FUTURE REQUIREMENTS
CAPITAL-INTENSIVE PROJECTS
During fiscal year 1998-1999, we plan to expand our food processing operations
in different parts of the world. The following major projects and their
capitalization will be undertaken:
- - Two modernized tuna processing facilities (Mexico, Indonesia and/or
Thailand). Total projected investment will approximate $30 million in
1999. Plant acquisition is expected to be in the form of cash and stock.
Equipment will be financed through leases, equipment loans and outright
purchase.
- - Six new combination fishing/factory ships with an approximate cost of $180
million. Construction deposits and related expenses for 1999 will amount
to approximately $40 million. The balance will be due in the year 2000
when the ships are delivered. We expect to finance 80% of this asset
through asset-backed loans. The balance will be financed through cash,
ship building subsidies, grants and clean irrevocable bank instruments of
guarantee. The shipyard will be expected to post a 100% completion bond
to support the financial structure and to obtain a take-out guarantee for
the portion of cash contributed by the Company and its asset-backed lender.
- - Twelve new bait boats for an estimated cost of $24 million. Construction
deposits and related expenses for 1999 will amount to a maximum of $10
million. The balance will be due in the year 2000 when the ships are
delivered. We expect to finance 70% of this asset through asset-backed
loans. The balance will be financed through cash and clean irrevocable
bank instruments of guarantee.
- - Sakoba Shrimp farm at an estimated cost of $30 million + $10 million for
land development in Guinea. Asset-backed loans are available to finance a
significant percentage of the capital cost related to these projects.
- - Acquisitions and new project development are budgeted $60 million. These
will be financed through a combination of cash, asset-backed loans and
stock.
We anticipate to complete a $15 million senior secured working capital loan
funding before the end of 1998. This funding will be used to finance our
activities and food trading operations in 1999. We are also
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negotiating a $400 million private offering with a major New York investment
banking firm. The offering is expected to be completed in the second quarter
of 1999.
ITEM 3. DESCRIPTION OF PROPERTY
Our offices are located in the Western Family Foods Building at 6700
S.W. Sandburg Street, Tigard, Oregon 97223. We occupy our space within this
corporate environment rent-free and have full access to all on-site
facilities. Seabourne also maintains an office in Seattle, WA. ClipperNet
Corporation rents approximately 1800 square feet of office space at 2295
Coburg Rd., Suite 105, Eugene, Oregon. ClipperNet's network operations center
occupies 400 square feet of leased office space at 2300 Oakmont Way, Eugene,
Oregon.
We also own approximately 35,000 acres of coastal land in the Republic
of Guinea which is located on the west coast of Africa. We intend to use that
land and its buildings and other improvements to develop and operate a tuna
processing plant and a shrimp farm and to produce and process tropical
fruits.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
This table describes the current ownership of the Company's outstanding
Common Stock by (i) each of our officers and directors; (ii) each person who is
known by us to own more than 5% of the Company's outstanding Common Stock; and
(iii) all of our officers and directors as a group:
<TABLE>
<CAPTION>
Amount and
Name and Address of Nature of Beneficial Percent of
Title of Class Beneficial Owner Owner Class
- -------------- -------------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock Alain de la Motte 2,642,708 16.4%
6700 SW Sandburg Rd.
Tigard, OR 97223
Common Stock Brian E. Bittke 583,020 3.6%
6700 SW Sandburg Rd.
Tigard, OR 97223
Common Stock James McKenzie 595,000 3.7%
9615 SW Allen Blvd.
Portland, OR 97005
Common Stock Hugh Latif 38,000 *
135 Park Ave.
Toronto, Ontario, Canada
M2N 1W7
Common Stock Alan Resnik 75,000 *
1016 SW Davenport St.
Portland, OR 97201
Common Stock International Trade Group, LLC (i) 3,997,368 25.0%
6700 SW Sandburg Rd.
Tigard, OR 97223
Common Stock Harold Kvalo 1,623,200 10.0%
2334 West Plymouth St.
Seattle, WA 98119
All officers and Directors
as a group (5 persons) 3,933,728 24.5%
</TABLE>
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* refers to less than one percent
(i) International Trade Group, LLC is an Oregon limited liability company
organized in March 1994. Alain de la Motte is a member of this limited
liability company and directly and indirectly owns an 80% interest in it.
Brian Bittke is also a member of the limited liability company and owns a 10%
interest. The remaining 10% is owned by Sower Ministries International, a
tax-exempt religious organization with which Mr. de la Motte is affiliated.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS
This table describes our current directors and executive officers:
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Alain de la Motte 48 President, Chief Executive
Officer and Director
Brian E. Bittke 60 Executive Vice President and
Director
James McKenzie 55 Secretary and Director
Hugh Latif 46 Director
Alan J. Resnik 53 Director
</TABLE>
Alain de la Motte has been our Chief Executive Officer and Chairman of
the Board of Directors since the inception of the Company. Mr. de la Motte is
also Chief Executive Officer of International Trade Group, LLC ("ITG") which is
involved in world-wide sourcing and procuring of food products for the largest
grocery chains in the United States. ITG has participated in this business
activity since 1992 when it operated as a partnership prior to its
reorganization as a limited liability company in 1994. ITG is a shareholder in
the Company. Prior to ITG, Mr. de la Motte served as founder, President and
chairman of TRADE, Inc., which amassed a proprietary database of all U.S.
imports. Mr. de la Motte was educated at L'Ecole Nationale de Commerce in Paris
and is fluent in English and French.
Brian E. Bittke has been Executive Vice President and a Director of the
Company since its inception. Since December 1993, Mr. Bittke has been Executive
Vice President of Sales and Marketing for ITG. Before joining ITG, Mr, Bittke
was President and Chief Operating Officer for Continental Companies, a private
label frozen food procurement company. He has also been an Executive Vice
President of Western Family Foods and President of Shurfine Central
Corporation. Mr. Bittke was educated at the University of Southern California
in marketing.
James McKenzie has been our corporate secretary and a director since
the Company began operations. Mr. McKenzie is the President of CUI Stack, Inc.,
a joint venture with Stack Electronics of Japan, which is involved in the
distribution of electronic components in the United States. Mr. McKenzie earned
a Masters of Business Administration in finance from the University of Chicago.
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Hugh Latif has been a director since the inception of the Company. Since
1996, Mr. Latif has been President of Hugh Latif & Associates, a management
consulting firm. From 1992 to 1996, he was managing director of A.C. Nielsen
Co. of Canada Ltd, a marketing research firm. Mr. Latif has also served as
General Manager of Dunn & Bradstreet France and Dun & Bradstreet Brazil. Mr.
Latif holds a BA in economics from Cairo University in Egypt.
Alan J. Resnik has been a director since the inception of the Company.
Mr. Resnik is currently a professor at Portland State University and since
1978, has been the President of Market Insights, Inc., a consulting firm.
From 1994 to 1995, Mr. Resnik was Executive Vice President of Widmer Brewing
Co., Portland, Oregon. From 1995-1996, Mr. Resnik was Senior Vice President of
Gentle Dental, a dental services company in Portland, Oregon. From 1992 to
1996, he was a director of Gentle Dental. Mr. Resnik received a BS degree in
economics from the Wharton School of the University of Pennsylvania, a Masters
of Business Administration from Tulane University and his Ph.D. from Arizona
State University. He is a professor of marketing in the School of Business
Administration, Portland State University.
Our directors serve in their positions until the next annual meeting of
stockholders or until the director's successors have been elected and
qualified. Our executive officers are appointed by our Board of Directors and
serve at the discretion of the Board.
ITEM 6. EXECUTIVE COMPENSATION
We have not paid any compensation to our executive officers since we
began our current business. We will enter into employment agreements with
each of our executive officers and begin paying appropriate salaries and other
compensation when we determine that we can afford to pay such salaries and
compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On July 1, 1997, our wholly-owned subsidiary, Seabourne Ventures, Inc.
purchased certain assets from International Trade Group, LLC for $1,765,000.
These assets consisted of certain office equipment and accounts receivable,
including cash. Seabourne also assumed the obligation on two leases for solid
pack tuna canning machines which International Trade Group, LLC was leasing
from an unrelated party. Seabourne gave International Trade Group, LLC a
subordinated unsecured convertible promissory note for $1,765,000 as payment
for the assets. The note is payable on December 31, 1998.
On July 1, 1997, ITG Finance, LLC, a subsidiary of International Trade
Group, LLC, loaned $2,500,000 to Seabourne for working capital purposes.
Seabourne gave ITG Finance, LLC a subordinated unsecured convertible
promissory note for the amount of the loan. The note is payable on December 31,
1998.
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On July 15, 1998, International Trade Group, LLC loaned $9,000 to Clipper
Cubed Corporation. The obligation was assumed by Integrated Food Resources,
Inc. as part of the Asset Acquisition Agreement and Plan of Reorganization
with Clipper Cubed. The obligation was subsequently assumed by our wholly-
owned subsidiary, ClipperNet Corporation, as part of the capitalization of
ClipperNet. This obligation is payable on July 15, 1999.
During our fiscal year ending July 31, 1998, Seabourne Ventures, Inc.
sold processed tuna and tuna-related products to International Trade Group, LLC
in the amount of $ 5,378,691.
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
We are authorized to issue 50,000,000 shares of Class A Common Stock
and 50,000,000 shares of Class B Common Stock. At this time, we have 16,084,643
shares of Class A Common Stock issued and outstanding. There are no shares of
Class B Common Stock issued and outstanding. Each share of Class A Common
Stock entitles the shareholder (i) to one non-cumulative vote for each share
held of record on all matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive dividends as may be declared by the Board of
Directors; and, (iii) to participate pro rata in any distribution of assets
available for distribution upon liquidation of the Company. Our stockholders
have no preemptive rights to acquire additional shares of Common Stock or any
other securities. Our Common Stock is not subject to redemption and carries no
rights to purchase other securities of the Company. Our Common Stock is
non-assessable.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Our Common Stock has been thinly traded in the over-the-counter market
and prices for the Common Stock are published on the OTC Bulletin Board under
the symbol "IFGR". This market is extremely limited and the prices for our
Common Stock quoted by brokers is not a reliable indication of the value of the
Common Stock. The following is the range of high and low bid prices for our
Common Stock since trading began in January 1998.
<TABLE>
<CAPTION>
Quarter Ending High Low
-------------- ---- ---
<S> <C> <C>
April 30, 1998 $2.00 $2.00
July 31, 1998 $3.00 $1.125
</TABLE>
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These prices reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual purchases and sales by
investors.
We have never paid cash dividends on our Common Stock; however, we may
pay dividends in the future if our earnings justify it.
As of November 24, 1998, we have approximately 4,100 shareholders of
the Company's common stock.
ITEM 2. LEGAL PROCEEDINGS
We are not a party to any pending legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Our original accountant was J. Paul Kenote, P.C., Portland, Oregon.
After the effective date of the Share Exchange Agreement between the Company
and Seabourne Ventures, Inc. MossAdams LLP, Portland, Oregon became our
accountants. We had no disagreements with J. Paul Kenote, P.C. on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On July 31, 1998, we issued 1,183,432 shares of our Class A Common
Stock to Clipper Cubed Corporation under the terms of the Asset Acquisition
Agreement and Plan of Reorganization. We relied on the exemption from
registration at Section 4(2) of the Securities Act of 1933 for non-public
offerings.
Effective June 3, 1998, we issued 11,736 shares of our Class A Common
Stock in conversion of our outstanding Series A Preferred Stock.
In January 1998, we issued 30,000 shares of our Class A Common Stock to
Grady and Hatch & Company, Inc. as compensation for services rendered under a
Consulting Agreement dated August 4, 1997 under which Grady and Hatch & Company
facilitated introductions between the Company and potential lenders.
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Effective September 29, 1997, we issued 10,523,620 shares of our Class
A Common Stock to the shareholders of Seabourne Ventures, Inc. under the terms
of the Share Exchange Agreement. We relied on the exemption from registration
at Section 4(2) of the Securities Act of 1933 for non-public offerings.
On September 15, 1996, under our previous name of Cyberwin, Inc., we
sold 4,000,000 shares of our Class A common stock to five purchasers for
$50,000. The offering was conducted under Regulation D Rule 504 of the
Securities Act of 1933.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company is permitted under the Nevada Revised Statutes to indemnify
any person named as a party to a legal proceeding because they are, or were, a
director, officer, employee or agent of the Company. The indemnification
covers expenses, judgments, fines and amounts paid by the director, officer,
employee or agent in any settlement of the legal proceeding if they acted in
good faith and in a manner which they reasonably believed to be in the best
interest of the Company and they had no reason to believe their conduct was
unlawful.
The Company is required to indemnify a director, officer, employee or
agent of the Company who is successful in the defense of any legal proceeding
in which they are named as a party because they are, or were a director,
officer, employee or agent of the Company. The indemnification covers
expenses incurred by them in connection with the defense.
The Company's Articles of Incorporation eliminate the personal
liability of our directors, officers and stockholders for damages for breach of
fiduciary duty; however, the liability of a director or officer is not
eliminated for (a) actions or inactions which involve intentional misconduct,
fraud or a knowing violation of law, or for (b) the payment of distributions to
stockholders in violation of the applicable Nevada law.
The Company may make arrangements to pay the expenses of officers and
directors which are incurred in defending a civil or criminal proceeding,
either as the expenses are incurred and in advance of the final outcome of the
legal proceeding. If the Company pays these expenses, the director or officer
must agree to repay the amount if it is determined by the court that they are
not entitled to be indemnified by the Company.
Nevada law also permits the Company to buy and maintain liability
insurance or make other financial arrangements on behalf of any person who is
or was a director, officer, employee or agent of the Company to cover any
liability asserted against them and liability and expenses incurred by them in
their capacity as a director, officer, employee or agent, whether or not the
Company has the authority to indemnify them against such liability and
expenses.
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PART F/S
Attached hereto are the following financial statements:
(1) Independent Auditor's Report of MossAdams LLP*
(2) Balance Sheet, Statement of Operations and Accumulated Deficit
Statement of Changes in Shareholder's Equity, Statement of Cash Flows, and
Notes to Consolidated Financial Statements for Integrated Food Resources, Inc.
for the year ended July 31, 1998.*
(3) [BALANCE SHEET AND STATEMENT OF OPERATIONS FOR INTEGRATED FOOD
RESOURCES, INC. FOR THE THREE MONTHS ENDED OCTOBER 31, 1998 WILL BE
FILED BY AMENDMENT]
PART III
ITEM 1 Index to Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
3.1 Articles of Incorporation of Integrated Food Resources, Inc.
and Amendments thereto.*
3.2 Articles of Incorporation of Seabourne Ventures, Inc.*
3.3 Articles of Incorporation of ClipperNet Corporation.*
3.4 Bylaws of Integrated Food Resources, Inc.*
3.5 Bylaws of Seabourne Ventures, Inc.*
3.6 Bylaws of ClipperNet Corporation*
4 Specimen Stock Certificate of Integrated Food Resources, Inc.*
10.1 Asset Acquisition Agreement dated July 1,1997 between
International Trade Group, LLC and Seabourne Ventures, Inc.*
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10.2 Share Exchange Agreement dated September 29, 1997 between
Pixieland Corporation and Seabourne Ventures, Inc.*
10.3 Project Development Agreements each dated April 15, 1998
between Integrated Food Resources, Inc. and L'Agence Autonome
d'Assistance Integree aux Enterprises, an official agency of the
Republic of Guinea.*
10.4 Asset Acquisition Agreement and Plan of Reorganization dated
July 31, 1998 between Integrated Food Resources, Inc. and Clipper
Cubed Corporation.*
10.5 Asset Purchase Agreement and Security Agreement dated November 6,
1998 between ClipperNet Corporation and Netbridge Internet Access
Services.*
21 Subsidiaries of Integrated Food Resources, Inc.*
27 Financial Data Schedule*
</TABLE>
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* Previously filed with Securities and Exchange Commission.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Integrated Food Resources, Inc.
Date: January 9, 1999 By /s/ Alain de la Motte
------------------------------
Alain de la Motte, President
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