<PAGE>2
As filed with the Securities and Exchange Commission on July 15, 1999
Commission File Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
Under The Securities Act of 1933
Global Foods Online, Inc.
Nevada 95-4741485
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdictions Classification Code Number) Identification
number)
of incorporation
or organization
520 North Kings Road, Suite 214
Los Angeles, CA 90048
Telephone: 323-852-9877
(Address and telephone number of registrant's principal executive
offices and principal place of business.)
Resident Agents of Nevada
711 South Carson Street
Carson City Nevada 89701
(702) 882-4641
(Name, address and telephone number of agent for service.)
with copies to:
Jody M. Walker
Attorney At Law
7841 South Garfield Way
Littleton, Colorado 80122
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: |x|
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed Amount of
class of Amount to be offering aggregate registration
securities registered price offering price fee
<S> <C> <C> <C> <C>
Common Stock(1) 2,000,000 $.50 $ 1,000,000 $ 312.50
Common Stock(2) 1,750,000 $.10 175,000 54.69
---------- ----- ----------- ---------
3,750,000 1,175,000 $ 367.19
</TABLE>
(1)Represents Common Stock underlying the Class A Warrants.
(2)Represents Common Stock to be registered on behalf of Selling
Security Holders.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until the
registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>3
PRELIMINARY PROSPECTUS DATED JULY 15, 1999
SUBJECT TO COMPLETION
2,000,000 Common Shares
underlying the Class A Warrants
on behalf of Selling Security Holders
1,750,000 Common Shares being registered
on behalf of Selling Security Holders
GLOBAL FOODS ONLINE, INC.
Selling Stockholders identified in this prospectus are offering all of
the shares to be sold in the Offering. The Company will not receive any
cash or other proceeds in connection with the subsequent sale. The
Company is not selling any Common Shares on behalf of Selling Security
Holders and has no control or affect on these Selling Security Holders.
Each Selling Security Holder may be deemed to be an underwriter under the
Securities Act of 1933.
This is our initial public offering, and no public market currently
exists for our shares. The offering price may not reflect the market
price of our shares after the offering.
Consider carefully the risk factors beginning on page 8 in the
prospectus.
Neither the SEC nor state securities commission has approved these
certificates or determined that this prospectus is accurate or complete.
Any representation to the contrary is a criminal offense.
(Footnotes on following page)
The date of the Prospectus is July 15, 1999
<PAGE>4
We will terminate the offering on or before March 31, 2000. In the
Company's sole discretion, we may extend the offering of Common Shares
for up to three Thirty-day periods, but in no event later than June 30,
2000.
2The amount as shown in the preceding table does not reflect the
deductions of (1) general expenses payable by the Company; and (2) fees
payable in connection with legal and accounting expenses incurred in this
Offering. These expenses are estimated to be $36,867.19.
REPORTS TO SECURITY HOLDERS
The Company shall become subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
will file reports and other information with the Securities and Exchange
Commission. The Company has not yet filed any reports with the
Securities and Exchange Commission. The reports and other information
filed by the Company can be inspected and copied at the public reference
facilities maintained by the Commission in Washington, D.C. and at the
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and the New York Regional Office, 7
World Trade Center, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549 at prescribed rates.
The Company will furnish to shareholders: (i) an annual report containing
financial information examined and reported upon by its certified public
accountants; (ii) unaudited financial statements for each of the first
three quarters of the fiscal year; and (iii) additional information
concerning the business and operations of the Company deemed appropriate
by the Board of Directors.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (together with all amendments and
exhibits thereto, the "Registration Statement") under the Act with
respect to the securities offered hereby. This Prospectus does not
contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the Rules and
Regulations of the Commission. For further information with respect to
the Company and the securities offered hereby, reference is made to the
Registration Statement. Copies of such materials may be examined without
charge at, or obtained upon payment of prescribed fees from, the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, DC 20549, at the Chicago Regional Office,
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511 and the New York Regional Office, 7 World Trade Center, New
York, New York 10048.
The Company will voluntarily file periodic reports in the event its
obligation to file such reports is suspended under Section 15(d) of the
Exchange Act.
The Company will provide without charge to each person who receives a
prospectus, upon written or oral request of such person, a copy of any of
the information that was incorporated by reference in the prospectus (not
including exhibits to the information that is incorporated by reference
unless the exhibits are themselves specifically incorporated by
reference). Requests for copies of said documents should be directed to
David Gordon, 520 North Kings Road, Suite 214, Los Angeles, California
90048.
The Commission maintains a Web site -- //www.sec.gov -- that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission.
UNTIL , 1999 (90 DAYS AFTER THE DATE OF THE PROSPECTUS), ALL
PERSONS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR
NOT PARTICIPATING IN THE OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF SUCH PERSONS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
NO DEALER, SALESMAN, AGENT OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
<PAGE>5
COMPANY, OR THE UNDERWRITER, IF AN UNDERWRITER ASSISTS IN THE SALE OF THE
SECURITIES.THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION
BY ANYONE TO
ANY PERSON IN ANY STATE, TERRITORY OR POSSESSION OF THE UNITED STATES IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS THEREOF,
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS NOT BEEN
ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS OF
THE COMPANY SINCE THE DATE HEREOF.
<PAGE>6
<TABLE>
TABLE OF CONTENTS
<S> <C>
PROSPECTUS SUMMARY 7
RISK FACTORS 8
SELLING SECURITY HOLDERS 10
TERMS OF THE OFFERING 12
SOURCE AND USE OF PROCEEDS 13
DILUTION 13
THE COMPANY 13
BUSINESS ACTIVITIES 14
MANAGEMENT'S DISCCUSION OF FINANCIAL
CONDITION 15
MANAGEMENT 16
CERTAIN TRANSACTIONS 18
PRINCIPAL SHAREHOLDERS 18
SHARES ELIGIBLE FOR FUTURE SALE 19
MARKET FOR REGISTRANT'S COMMON EQUITY 19
DESCRIPTION OF SECURITIES 20
LEGAL MATTERS 20
LEGAL PROCEEDINGS 20
EXPERTS 20
INTERESTS OF NAMED EXPERTS AND COUNSEL 20
</TABLE>
<PAGE>7
PROSPECTUS SUMMARY
The following summary contains basic information about this offering.
It likely does not contain all the information that is important to you.
For a more complete understanding of this offering, we encourage you to
read this entire document and the documents we have referred you to.
The Company. We provide an all-inclusive advertising, promotion and
marketing tool for the sale of foods, beverages and confectionery from
around the world to the U.S and Canadian marketplace. We publish "The
Source," an international food and beverage source directory on the
Internet and also provide a hard copy to food and beverage manufacturers.
520 North Kings Road, Suite 214, Los Angeles, CA 90048
(323) 852-9877
<TABLE>
<S> <C>
RESALES BY SELLING
SHAREHOLDERS. This Prospectus relates to
Common Shares being registered
on behalf of selling security
holders. We will not receive
any cash or other proceeds in
connection with the
subsequent sale. We are not
selling any Common Shares on
behalf of Selling Security
Holders. We have no control or
affect on these Selling Security
Holders. See "Selling Security
Holders."
MARKET FOR COMMON STOCK
AND CLASS A WARRANTS. Prior to the date hereof, we have
had no trading market for our
Common Stock or Class A Warrants.
We have agreed to use its best
efforts to apply for the
quotation of our Common Stock on
the OTC Bulletin Board.
We cannot offer assurance that
our Common Stock will be quoted,
that an active trading and/or a
liquid market will develop or,
if developed, that it will be
maintained. See "Risk Factors"
and "Market Listing."
RISK FACTORS An investment in our company has
material risks such as
uncertainty of future financial
results, liquidity dependent on
additional capital and debt
financing and risks related to
our operations, in
connection with the purchase of
the securities. See "Risk
Factors."
Absence of Dividends; Dividend Policy We do not currently
intend to pay regular cash
dividends on its Common Stock.
Our Board of Directors will
review this policy from time to
time in light of,
among other things, our
earnings and financial position.
We do not anticipate
paying dividends on our Common
Stock in the foreseeable future.
See "Risk Factors."
Transfer Agent Our transfer agent is Fidelity
Transfer Company.
</TABLE>
<PAGE>8
- ----------------------------------------------------------
RISK FACTORS
- ----------------------------------------------------------
In analyzing this offering, prospective investors should read this entire
Prospectus and carefully consider, among other things, the following Risk
Factors:
No Established Business/No Independent Market Research of Potential
Demand for Current Operations. We are in the development stage. No
independent organization has conducted market research providing us
with independent assurance from which to estimate potential demand for
our business operations. We cannot be assured that we will be successful
even in the event a market demand is independently identified. See
"BUSINESS ACTIVITIES."
Lack of Operating Results. Our Company was formed in September 1990.
Until our recent acquisition of IF&B media Corporation, our activities
have been limited to organizational and capital formation. The
Company is still in the development stage. We will experience higher than
normal operating expenses during initial operations. To date, we have
had no revenues. We had an accumulated deficit of (125,581) at April
30, 1999. We cannot assure future revenues or profits.
Additional Financing May be Required. Even if all of the Class A
Warrants are exercised, we may not have adequate funds available for our
business activities. We will have funds sufficient for the Company's
operating and capital requirements for the next twelve months only.
Accordingly, our ultimate success may depend upon our ability
to raise additional capital or to have other parties bear a portion of
the required costs to further develop or exploit our business activities.
We have no specific plans to obtain additional financing. We have no
assurance that any additional financing can be obtained at terms
favorable to us. Our inability to obtain such financing would have a
material adverse effect on our ability to meet our operating and capital
requirements. (See "USE OF PROCEEDS" AND "BUSINESS ACTIVITIES.").
Future Sales of and Market for the Common Shares. Assuming exercise of
all of the Class A Warrants, we will have 8,323,160 Common Shares
outstanding. Of these, we will have 4,475,000 of the Common Shares
which will be considered "restricted securities" as that term is defined
in Rule 144 adopted under the United States Securities Act of 1933, as
amended. In the future, these restricted common shares may be sold only
in compliance with the resale provisions set forth in Rule 144. Rule
144 provides, in essence, that affiliated persons holding restricted
securities for a period of one year may sell in brokerage transactions an
amount equal to one percent of the Company's securities or outstanding
Common Shares every three months. These Common Shares will be eligible
for sale subject to this provision in February 2000. As a result, the
price of our Common Shares may, be diluted due to these future sales.
We have no market for our securities at present. We can give no
assurance that one will develop. Our securities, if traded, would be
quoted on the OTC Bulletin Board, rather than Nasdaq. The OTC Bulletin
Board provides significantly less liquidity than the Nasdaq system.
Benefit to Management. We may, in the future, pay our management
substantial salaries and other benefits. Our payment of future larger
salaries, commissions and the costs of these benefits may be a burden on
the Company. This could be a factor in limiting or preventing us from
achieving profitable operations in the future. However, we would not
continue to pay management such substantial salaries and other benefits
under circumstances where we would experience a material negative effect
on our financial condition. Although specific factors to be utilized in
determining the increase in compensation and benefits have been
determined, we anticipates that individual performance, our liquidity and
profitability will be part of the determining factors. See "MANAGEMENT
- - Remuneration."
No Diversification. We are engaged in the advertising, promotion and
marketing of foods, beverages and confectionery. As a result, our
financial viability will depend almost exclusively on our ability to
generate revenues from our operations. We will not have the benefit of
reducing our financial risks by relying on revenues derived from other
operations.
<PAGE>9
Financial Condition. We currently have a negative cash flow from our
operating activities. We cannot be assured that we will have adequate
funds to pay all of our operating expenses assuming the expansion and
promotion of our operations. Additionally, we cannot be assured that
our business will be operated in a profitable manner.
Competition. We will experience significant competition in the food
and beverage promotion industry. We will compete with established
companies and other entities (many of which possess substantially greater
resources than the Company). Almost all of the companies with which we
compete are substantially larger, have more substantial histories,
backgrounds, experience and records of successful operations, greater
financial, technical, marketing and other resources, more employees and
more extensive facilities than the Company now has, or will have in the
foreseeable future. Other competitors will likely emerge in the near
future. We cannot be assured that we will compete successfully with
other established companies. We shall compete on the basis of price and
quality. Our inability to compete successfully might result in
increased costs, reduced yields and additional risks to the investors
herein. See "The Company - Competition."
Arbitrarily Determined Warrant Exercise Price. We arbitrarily
established the exercise price of the A Warrants with no
direct relationship to our assets, book value or any other objective
criteria. Accordingly, the A Warrants can be considered to have little
or no value at the present time.
Lack of Dividends. We cannot be assured that our operations will become
profitable. At the present time, we intend to use any earnings, which
may be generated to finance the growth of the Company's business. See
"DESCRIPTION OF SECURITIES".
Dependence on Key Individuals. Our future success is highly dependent
upon our key individuals' management skills and our ability to attract
and retain qualified key individuals. Our inability to obtain and employ
these individuals would have a serious effect upon our business. We
currently have no employment agreements with our management.and we do not
have any plans or proposals to enter into employment contracts with any
key individuals. There can be no assurance that we will be successful
in retaining these key individuals or that we can attract or retain
additional skill personnel required. We may, in the future, purchase
key man life insurance. "THE COMPANY - Employees" and "MANAGEMENT."
Vulnerability to Fluctuations in the Economy. Demand for our
products is dependent on, among other things, general economic conditions
which are cyclical in nature. We may be damaged by prolonged
recessionary periods.
"Penny" Stock Regulation of Broker-Dealer Sales of Company Securities.
We intend to list our Common Shares on the OTC Bulletin
Board and then NASDAQ upon meeting the requirements for a NASDAQ listing,
if ever. Upon completion of this offering, we will not meet the
requirements for a NASDAQ listing. Until we obtain a listing on
NASDAQ, if ever, our securities will be covered by a Rule 15g-9
under the Securities Exchange Act of 1934. This rule imposes additional
sales practice requirements on broker-dealers who sell such securities to
persons other than established customers and institutional accredited
investors (generally institutions with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by the rule, the broker-dealer must furnish to all
investors in penny stocks, a risk disclosure document required by Rule
15g-9 of the Securities Exchange Act of 1934, make a special suitability
determination of the purchaser and have received the purchaser's written
agreement to the transaction prior to the sale.
In order to approve a person's account for transactions in penny
stock, the broker or dealer must
- (1) obtain information concerning the
person's financial situation, investment experience and investment
objectives;
- (2) reasonably determine, based on the information required by
paragraph (1) that transactions in penny stock are suitable for the
person
and that the person has sufficient knowledge and experience in financial
matters that the person reasonably may be expected to be capable of
evaluating the rights of transactions in penny stock; and
<PAGE>10
- (3) deliver to the person a written statement setting forth the
basis on which the broker or dealer made the determination required by
paragraph (2) in this section, stating in a highlighted format that it is
unlawful for the broker or dealer to effect a transaction in a designated
security subject to the provisions of paragraph (2) of this section
unless the broker or dealer has received, prior to the transaction, a
written agreement to the transaction from the person; and stating in a
highlighted format immediately preceding the customer signature line that
the broker or dealer is required to provide the person with the written
statement and the person should not sign and return the written statement
to the broker or dealer if it does not accurately reflect the person's
financial situation, investment experience and investment objectives and
obtain from the person a manually signed and dated copy of the written
statement.
A penny stock means any equity security other than a security
- (1) registered, or approved for registration upon
notice of issuance on a national securities exchange that makes
transaction
reports available pursuant to 17 CFR 11Aa3-1
- (2) authorized or approved for
authorization upon notice of issuance, for quotation in the NASDAQ
system;
- (3) that has a price of five dollars or more or . . . .
- (4) whose issuer has net tangible assets in excess of $2,000,000
demonstrated by financial statements dated less than fifteen months
previously that the broker or dealer has reviewed and has a reasonable
basis to believe are true and complete in relation to the date of the
transaction with the person.
Consequently, the rule may affect the ability of broker-dealers to sell
our securities and also may affect the ability of purchasers in this
offering to sell their shares in the secondary market. See "Market for
Registrant's Common Equity and Related Stockholder Matters - Broker-
Dealer Sales of Company's Securities."
Maintenance of Current Prospectus. In order for the warrant holders
to exercise their warrants, we must maintain a current prospectus as part
of this registration statement. We cannot offer assurance that we will
have the resources to prepare the necessary documentation. As a result,
warrant holders may not be able to exercise their warrants when desired,
if at all.
- --------------------------------------
SELLING SECURITY HOLDERS
- --------------------------------------
The Company is not selling any Common Shares on behalf of
Selling Security Holders and has no control or affect on the Common
Shares of these Selling Security Holders which are not subject to any
lock-up agreement.
The Selling Security Holders may sell the Common Shares offered hereby in
one or more transactions (which may include "block" transactions in the
over-the-counter market, in negotiated transactions or in a combination
of such methods of sales, at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Security
Holders may effect such transactions by selling the Common Shares
directly to purchasers, or may sell to or through agents, dealers or
underwriters designated from time to time, and such agents, dealers or
underwriters may receive compensation in the form of discounts,
concessions or commissions from the Selling Security Holders and/or the
purchaser(s) of the Common Shares for whom they may act as agent or to
whom they may sell as principals, or both. The Selling Security Holders
and any agents, dealers or underwriters that act in connection with the
sale of the Common Shares might be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any discount or
commission received by them and any profit on the resale of the Common
Shares as principal might be deemed to be underwriting discounts or
commissions under the Securities Act.
The Offering by Selling Security Holders will terminate on or before June
30, 2000. In the Company's sole discretion, the offering of Common
Shares by Selling Security Holders may be extended for up to three Thirty
day periods, but in no event later than September 30, 2000.
<PAGE>11
The Company shall register pursuant to this prospectus 1,750,000 Common
Shares currently outstanding and 2,000,000 Common Shares underlying
Warrants for the account of the following individuals or entities. The
percentage owned prior to and after the offering reflects all of the then
outstanding common shares. The amount and percentage owned after the
offering assumes the sale of all of the Common Shares being registered on
behalf of the Selling Security Holders.
<PAGE>15
<TABLE>
<CAPTION>
Name and Amount Total Number % Owned Number of %
Owned
Being Registered Owned Prior to Shares Owned
After
Currently Offering After Offering
Offering
<S> <C> <C> <C> <C>
Joel R. Shine
40,000 62,963 1.0% 22,963 .36%
500,000(1) 500,000(1) 25%(2) 0 0%
Timothy Miles
360,000 502,865 7.95% 142,865 2.26%
500,000(1) 500,000(1) 25%(2) 0 0%
Phillip Fox
290,000 340,000 5.38% 50,000 .79%
Moody's Financial
Relations, Inc.
310,000 310,000 4.90% 0 0%
Elizabeth Gheen
50,000 62,500 .99% 12,500 .2%
500,000(1) 500,000(1) 25%(2) 0 0%
Mitsuo Tatsugawa
80,000 92,500 1.3% 12,500 .2%
500,000(1) 500,000(1) 25%(2) 0 0%
David Gordon(3)
25,000 1,950,000 30.84% 1,925,000 30.44%
John Harrison(4)
25,000 1,950,000 30.84% 1,925,000 30.44%
Tamie Aceves
200,000 200,000 3.16% 0 0%
Dennis Knepp
5,000 5,000 .08% 0 0%
John Poli
100,000 100,000 1.58% 0 0%
J.W. Kennedy
10,000 10,000 .16% 0 0%
John Schaeffer
10,000 10,000 .16% 0 0%
Neal Mark Friedfertig
15,000 15,000 .24% 0 0%
Lawrence Gordon
5,000 5,000 .08% 0 0%
Griff E. Stone
10,000 10,000 .16% 0 0%
David N. Cohen
5,000 5,000 .08% 0 0%
500010 BC LTD.
10,000 10,000 .16% 0 0%
391566 BC LTD.
10,000 10,000 .16% 0 0%
Russell H. Trager and
Edna Trager JT WROS
5,000 5,000 .08% 0 0%
Janet Gildersleeve
5,000 5,000 .08% 0 0%
Jeff Gordon
2,500 2,500 .04% 0 0%
Steve Loeb
2,500 2,500 .04% 0 0%
Peter S. Palmer
and Patricia Palmer
5,000 5,000 .08% 0 0%
Henry Gordon
5,000 5,000 .08% 0 0%
Bruce M. Yelder
5,000 5,000 .08% 0 0%
Laurence Gross
5,000 5,000 .08% 0 0%
<PAGE>12
George Inserra
5,000 5,000 .08% 0 0%
Bill Zupner
10,000 10,000 .16% 0 0%
Phillip and Sara Sunshine
10,000 10,000 .16% 0 0%
Richard E. Marks as Custodian
For Dempsey Marks
10,000 10,000 .16% 0 0%
Richard E. and Rebecca Marks JT
10,000 10,000 .16% 0 0%
Norman Chandler Fox
20,000 20,000 .32% 0 0%
Stanley Fox
10,000 10,000 .16% 0 0%
Mitchell H. Fox and Ruth Fox
10,000 10,000 .16% 0 0%
Mark and Anne Mansfield
10,000 10,000 .16% 0 0%
Andy Gordon
5,000 5,000 .08% 0 0%
Frederick & Alma Tudal
Family Trust 25,000 .40% 0 0%
</TABLE>
(1)Represents Common Shares underlying the A Warrants.
(2)Represents percent of A Warrants currently owned. There were
1,475,000 A Warrants issued and outstanding prior to this offering.
(3)Mr. Gordon is an officer and a director of the Company.
(4)Mr. Harrison is an officer and a director of the Company.
- ----------------------------------------------------------
TERMS OF THE OFFERING
- ----------------------------------------------------------
Plan of Distribution.
The Selling Security Holders may sell the Common Shares offered hereby in
one or more transactions (which may include "block" transactions in the
over-the-counter market, in negotiated transactions or in a combination
of such methods of sales, at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Security
Holders may effect such transactions by selling the Shares directly to
purchasers, or may sell to or through agents, dealers or underwriters
designated from time to time, and such agents, dealers or underwriters
may receive compensation in the form of discounts, concessions or
commissions from the Selling Security Holders and/or the purchaser(s) of
the Common Shares for whom they my act as agent or to whom they may sell
as principals, or both. The Selling Security Holders and any agents,
dealers or underwriters that act in connection with the sale of the
Common Shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any discount or commission
received by them and any profit on the resale of the Common Shares as
principal might be deemed to be underwriting discounts or commissions
under the Securities Act.
The Company is not aware of any current or future plans, proposals,
arrangements or understandings by any Selling Security Holders to
distribute their registered shares of Common Stock of the Company to
their respective outstanding shareholders or partners.
The Company is not aware of any plans, arrangements or understandings by
any Selling Security Holders to sell their registered shares of Common
Stock to any particular individual(s) or to use such registered shares to
satisfy contractual obligations.
The Company will receive no portion of the proceeds from the sale of the
Common Shares by the selling shareholder and will bear all of the costs
relating to the registration of this Offering (other than any fees and
expenses of counsel for the Selling Security Holders). Any commissions,
discounts or other fees payable to a broker, dealer, underwriter, agent
or market maker in connection with the sale of any of the Common Shares
will be borne by the Selling Security Holders.
<PAGE>13
Offering Procedure. This Offering will terminate on or before June 30,
2000. In the Company's sole discretion, the offering of Units may be
extended for up to three Thirty day periods, but in no event later than
September 30, 2000.
- --------------------------------------------------------------
SOURCE AND USE OF PROCEEDS
- --------------------------------------------------------------
The Company shall not receive any cash proceeds from the sale of Common
Shares by the Selling Security Holders.
Any proceeds received from the subsequent exercise of the A Warrants
shall be used as working capital and to expand operations. Due to the
uncertainty of the timing and amount of actual funds, which may be
received upon exercise of the Warrants, no specific breakdown of uses
have been established by the Company. The aggregate amount of proceeds
if all of the A Warrants are exercised is $1,000,000. If all of the A
Warrants are exercised, the proceeds shall be utilized over a one year
period.
- ------------------------------------------------------
DILUTION
- ------------------------------------------------------
Further Dilution. The Company may issue additional restricted Common
Shares pursuant to private business transactions. Any sales under Rule
144 after the applicable holding period may have a depressive effect upon
the market price of the Company's Common Shares and investors in this
offering. See "SALES OF STOCK PURSUANT TO RULE 144."
- -------------------------------------------------------
THE COMPANY
- -------------------------------------------------------
The Company is authorized to issue a total of 50,000,000 shares of its
capital stock (Common Shares), par value per share of $.001.
The Company's principal offices are located at 520 North Kings Road,
Suite 214, Los Angeles, California 90048. Its telephone number at such
address is (323) 852-9877. These offices consist of 300 square feet and
are provided free of charge from Mr. Gordon, secretary, vice-president
and director of the Company.
There are presently outstanding 6,323,160 Common Shares and 2,000,000 A
Warrants. This does not include any Common Shares that may be issued
upon subsequent exercise of the Class A Warrants. See "DILUTION",
"DESCRIPTION OF SECURITIES" and "CERTAIN TRANSACTIONS."
Employees. As of the date of this Prospectus, the Company has no full
time and no part time employees. See "RISK FACTORS."
The Company employs the services of sub-contractors as needed.
Government Regulations. At the present time, there are no pervasive
regulations of the Company's business.
Competition. Although the Company does not know of any food and
beverage directory geared to the United States market which promotes
foreign food and beverage makers, there is significant competition in the
food and beverage promotion industry. The Company competes with
established companies and other entities (many of which possess
substantially greater resources than the Company). Almost all of the
companies with which the Company competes are substantially larger,
have more substantial histories, backgrounds, experience and records of
successful operations, greater financial, technical, marketing and other
resources, more employees and more extensive facilities than the Company
now has, or will have in the foreseeable future. It is also likely that
other competitors will emerge in the near future. There is no assurance
that the Company will continue to compete successfully with other
established companies. The Company shall compete on the basis of price
and quality. Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors herein.
<PAGE>14
- -------------------------------------------------
BUSINESS ACTIVITIES
- -------------------------------------------------
The Company, its internet website, Global Foods Online.com, and its
printed directories aim to provide an effective forum for food, beverage
and confectionery manufacturers from around the world to sell their
products in the United States and Canada. Currently, the United States
market alone in valued in excess of $49 billion annually for the sales of
specialty, ethnic and gourmet foods (Gourmet News 1997). Based on in-
house research, the Company estimates that the market will grow to $75
billion over the next seven years (in an overall market currently valued
at $720 billion and growing).
Global Foods Online. com. The Company's website will be accessible to
both the food-industry purchasing professionals and the millions of
average consumers who shop via the Internet through countless numbers of
Internet browsers.
The Company's website will have an extensive range of consumer-oriented
information and product sales including chat rooms, recipes and other
informative and entertaining data on ethnic and specialty foods and
beverages. It will also include help for consumers looking to locate and
purchase a specific product in their area. The website will offer such
features as paid "Wine of the Month" club memberships, travel packages
and cruises hosted by famous chefs and cooking schools worldwide.
While online, website users can join live chats with famous chefs,
purchase diet programs and cookbooks as well as kitchenware and cookware,
join recipe exchange clubs and generally keep on top of what's happening
in the food industry around the world with food trend updates. Also
featured will be a guide to famous restaurants around the world,
including their menus and most popular recipes, sources for food and
beverage giftpacks, global food magazine subscriptions, audio and video
tapes on cooking and much more.
The focal point of the Company's website will be a frequently-updated
directory of specialty food and beverage manufacturers from around the
world who desire to sell to the United States and Canadian markets. A
full color version of this industry-focused directory will also be
available in print form.
Printed Directory. The "International Food and Beverage Source
Directory" will be printed quarterly, published in a magazine style and
sent, at no change, to an estimated 50,000 selected food buyers,
distributors, brokers, wholesalers, importers, supermarket buyers and
other decision-makers in the United States and Canada. Management is of
the opinion that these food-industry professionals are constantly seeking
new products and trends to add to the array of ethnic specialty foods
available in supermarkets, independent retail stores, food service groups
and restaurants and are required by food manufacturers to represent them
for sales to retailers. Non-food oriented advertisers will also be
included, including airlines, financial and credit card companies, hotels
and a myriad of other related service industries.
Advertising revenue. This combination of a consumer-oriented website
with a printed directory aimed at the food industry makes targeted and
effective advertising available for small, medium and emerging food
companies worldwide. Based on in-house research, the Company estimates
that there are in excess of 500,000 prospective manufacturer advertisers
globally who are interested in marketing their food and beverage products
to the United States and Canada markets.
The Company will receive revenue from the sale of advertisements on the
website and in the printed directory. The advertising fees will be
dependent upon the size and location of each advertisement and will be
determined on a per advertisement basis.
<PAGE>15
- ----------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- ----------------------------------------------------------------
Trends and Uncertainties. Demand for the Company's services will be
dependent on, among other things, general economic conditions which are
cyclical in nature. Inasmuch as a major portion of the Company's
activities is the directory publication solely niche marketed to food and
beverage manufacturers, the Company's business operations may be
adversely affected by the Company's competitors and prolonged
recessionary periods.
Capital and Source of Liquidity. The Company currently has no material
commitments for capital expenditures.
The Company recently completed an offering of its Common Shares pursuant
to Rule 505 of the Securities Act of 1933. Pursuant to the offering, the
Company sold 700,000 Common Shares for the aggregate purchase price of
$.10 per Common Share or $70,000. In April 1999, the Company advanced
$30,000 of those proceeds to its president for the purpose of
establishing a sales office in London, England.
The Company expects that the net proceeds from its recent offering and
the cash flow from future operations upon commencement, if any, will be
sufficient to allow the Company to meet the expected growth in demand for
its products and services. Additionally, the Company expects to utilize
any proceeds received from the exercise of the Class A Warrants to expand
operations. However, there can be no assurance that sufficient warrant
exercise will occur or that future advertising sales will meet the
Company's growth expectations. Should either of these fail to occur,
the Company may elect to (i) reduce the planned expansion of operations
or (ii) pursue other financing alternatives such as a rights offering,
warrant exercise or borrowings. Implementation of either of the
foregoing options could delay or diminish the Company's planned growth
and adversely affect its profitability.
On a long-term basis, liquidity is dependent on increased revenues from
operations, additional infusions of capital and debt financing. The
Company believes that additional capital and debt financing in the short
term will allow the Company to commence its marketing and sales efforts
and thereafter result in revenue and greater liquidity in the long term.
However, there can be no assurance that the Company will be able to
obtain additional equity or debt financing in the future, if at all.
Results of Operations. Prior to March 1999, the Company's activities
have been limited to organization and capital formation. During March
1999, the Company acquired 100% of the stock of IB&F Media
Corporation(Media) is in exchange for 4,000,000 shares of its common
stock. At the merger date, Media was an inactive company, which had no
assets and had not begun business operations. For the year ended April
30, 1999, the Company had operating expenses of $121,339 consisting
primarily of $consulting fees of $99,355, printing of $11,000,
professional fees of $4,928 and miscellaneous expenses of $6,056.
Plan of Operation. The Company, over the next twelve months intends to
distribute domestic and international food products in the United States
and internationally and to utilize the World Wide Web in the
implementation of its planned business operations. The Company has no
need of product research and development. Management possesses the
experience to implement its business plan. No significant equipment
purchases are planned over the next twelve months.
The Company shall seek to maintain low operating expenses while
commencing operations and increasing operating revenues. The Company is
focusing on maintaining a low cost administrative approach. However,
increased marketing expenses will probably occur in future periods as the
Company attempts to further increase its marketing and sales efforts.
Year 2000 Compliance. The Company will acquire only software and
hardware that is already in compliance with the Year 2000 issue. The
Company has a reasonable basis to conclude that the Year 2000 issue will
not materially affect future financial results, or cause reported
financial information not to be necessarily indicative of future
operating results or future financial condition.
<PAGE>16
- ---------------------------------------------------------
MANAGEMENT
- ---------------------------------------------------------
Officers and Directors. Pursuant to the Articles of Incorporation, each
Director shall serve until the annual meeting of the stockholders, or
until his successor is elected and qualified. The Company's basic
philosophy mandates the inclusion of directors who will be representative
of management, employees and the minority shareholders of the Company.
Directors may only be removed for "cause". The term of office of each
officer of the Company is at the pleasure of the Company's Board.
The principal executive officers and directors of the Company are as
follows:
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>
John Harrison, age 68 President/Director April 6, 1999
To present
David Gordon, age 71 Secretary/Vice President April 6, 1999
Director To present
Phillip Fox Director April 6, 1999
To present
</TABLE>
Resumes:
David Gordon - Mr. Gordon was the co-founder of IF&G Media Corporation
from inception in November 1998 until its merger with the Company. From
1994 to 1999, Mr. Gordon was self-employed as a public relations
consultant, marketing consultant and a publishing consultant.
John Harrison - Mr. Harrison was the co-founder of IF&G Media Corporation
from inception in November 1998 until its merger with the Company. From
March 1994 to present, Mr. Harrison has been the owner, senior partner
and designer of Harrison Consultancy, a design and marketing consultancy.
From March 1992 to present, Mr. Harrison has been chief executive officer
and 50% owner of Shamrock foods Exports Ltd., a food export marketing to
the United States.
Phillip Fox. From 1993 to present, Mr. Fox has worked as an independent
consultant in the field of strategic marketing and securities consulting.
Remuneration
To date, the Company has not paid any remuneration to its officer other
than Phillip Fox who received 290,000 Common Shares for services
rendered.
Board of Directors Compensation. Members of the Board of Directors will
receive $500 per meeting if said Directors are not separately compensated
by the Company and will be required to attend a minimum of four meetings
per fiscal year. All expenses for meeting attendance or out of pocket
expenses connected directly with their Board representation will be
reimbursed by the Company. Director liability insurance may be provided
to all members of the Board of Directors. The Company has not yet
obtained such insurance and does not have any specifics for available
cost and coverage. The Company does not have a specific time frame to
obtain the insurance. No differentiation is made in the compensation of
"outside directors" and those officers of the Company serving in that
capacity.
Conflicts of Interest Policy. The Company has adopted a policy that any
transactions with directors, officers or entities of which they are also
officers or directors or in which they have a financial interest, will
only be on terms consistent with industry standards and approved by a
majority of the disinterested directors of the Company's Board of
Directors. The Bylaws of the Company provide that no such transactions
by the Company shall be either void or voidable solely because of such
relationship or interest of directors or officers or solely because such
directors are present at the meeting of the Board of Directors of the
Company or a committee thereof which approves such transactions, or
solely because their votes are counted for such purpose if: (i) the fact
of such common directorship or financial interest is disclosed or known
by the Board of Directors or committee and noted in the minutes, and the
Board or committee authorizes, approves or ratifies the contract or
transaction in good faith by a vote for that purpose without counting the
vote or votes of such interested directors; or (ii) the fact of such
<PAGE>17
common directorship or financial interest is disclosed to or known by the
shareholders entitled to vote and they approve or ratify the contract or
transaction in good faith by a majority vote or written consent of
shareholders holding a majority of the Common Shares entitled to vote
(the votes of the common or interested directors or officers shall be
counted in any such vote of shareholders), or (iii) the contract or
transaction is fair and reasonable to the Company at the time it is
authorized or approved. In addition, interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of
Directors of the Company or a committee thereof which approves such
transactions.
Indemnification. The Company shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State
of Nevada, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the
Company to indemnify any person, other than a director or officer, made a
party to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of the Company.
Pursuant to the Company's bylaws, the Company shall have the right to
indemnify , to purchase indemnity insurance for, and to pay and advance
expenses to, Directors, Officers and other persons who are eligible for,
or entitled to, such indemnification, payments or advances, in accordance
with and subject to the provisions of The Nevada Business Corporation Act
and any amendments thereto, to the extent such indemnification, payments
or advances are either expressly required by such provisions or are
expressly authorized by the Board of Directors within the scope of such
provisions. The right of the Company to indemnify such persons shall
include, but not be limited to, the authority of the Company to enter
into written agreements for indemnification with such persons.
Subject to the provisions of Nevada Revised Civil Statues and any
amendments thereto, a Director of the Corporation shall not be liable to
the Corporation or its shareholders for monetary damages for an act or
omission in the Director's capacity as a Director, except that this
provision does not eliminate or limit the liability of a Director to the
extent the Director is found liable for:
1) a breach of the Director's duty of loyalty to the Corporation or its
shareholders;
2) an act or omission not in good faith that constitutes a breach of
duty of the Director to the Corporation or an act or omission that
involves intentional misconduct or a knowing violation of the law;
3) A transaction from which the Director received an improper benefit,
whether or not the benefit resulted from an action taken within the scope
of the Director's office; or
4) an act or omission for which the liability of a Director is expressly
provided by an applicable statute.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceedings) is asserted by such director, officer,
or controlling person in connection with any securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issues.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
<PAGE>18
- ------------------------------------------------------
CERTAIN TRANSACTIONS
- ------------------------------------------------------
Officer Advance. On April 23, 1999, the Company advanced $30,000 to its
president for the purpose of establishing a sales office in London,
England. At April 30, 1999, the funds had not been deposited into a
bank account owned by the Company and none of the funds had been
expended. The Company expects that the full amount of the advance will
be utilized for authorized business purposes during the fiscal year ended
April 30, 2000.
- ----------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- ----------------------------------------------------------------
There are currently 6,323,160 Common Shares outstanding. The following
tabulates holdings of shares of the Company by each person who, subject
to the above, at the date of this Memorandum, holds of record or is known
by Management to own beneficially more than 5.0% of the Common Shares
and, in addition, by all directors and officers of the Company
individually and as a group.
Shareholdings at Date of
This Memorandum
<TABLE>
<CAPTION>
Percentage of
Outstanding
Shares as
Adjusted
to Reflect
Percentage Conclusion
Number & Class Prior to of the
Name and Address of Shares(1) Offering Offering
<S> <C> <C> <C>
John Harrison
70 Alder Lodge
Stevenage Road
London SW6 6NR England 1,950,000 30.84% 30.44%
David Gordon
520 North Kings Road
Suite 214
Los Angeles, CA 90048 1,950,000 30.84% 30.44%
Phillip Fox
200 North Swall Drive
Suite 358
Beverly Hills, CA 90211
340,000 5.38% .79%
Timothy Miles
10 Office Park Road, Suite 222
Hilton Head Island, SC 29928 502,865 7.95% 2.26%
All Officers and Directors
as a Group (3 persons) 4,240,000 67.06% 61.67%
</TABLE>
(1) Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or direct
the disposition) with respect to a security whether through a contract,
arrangement, understanding, relationship or otherwise. Unless otherwise
indicated, each person indicated above has sole power to vote, or dispose
or direct the disposition of all shares beneficially owned, subject to
applicable community property laws.
<PAGE>19
- ----------------------------------------------------------
SHARES ELIGIBLE FOR FUTURE SALE
- ----------------------------------------------------------
The Company currently has 6,323,160 shares of Common Stock outstanding.
Of these, 4,475,000 Common Shares will be "restricted securities" after
the offering and may be sold in compliance with Rule 144 adopted under
the Securities Act of 1933, as amended. Other securities may be issued,
in the future, in private transactions pursuant to an exemption from the
Securities Act. Rule 144 provides, in essence, that a person who has
held restricted securities for a period of two years may sell every three
months in a brokerage transaction or with a market maker an amount equal
to the greater of 1% of the Company's outstanding shares or the average
weekly trading volume, if any, of the shares during the four calendar
weeks preceding the sale. The amount of "restricted securities" which a
person who is not an affiliate of the Company may sell is not so limited.
Nonaffiliates may each sell without limitation shares held for three
years. The Company will make application for the listing of its Shares in
the over-the-counter market. Sales under Rule 144 may, in the future,
depress the price of the Company's Shares in the over-the-counter market,
should a market develop. Prior to this offering there has been no
public market for the Common Stock of the Company. The effect, if any,
of a public trading market or the availability of shares for sale at
prevailing market prices cannot be predicted. Nevertheless, sales of
substantial amounts of shares in the public market
could adversely effect prevailing market prices.
- ----------------------------------------------------------
MARKET FOR REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
- ----------------------------------------------------------
Prior to this Offering, there has been no market for the Company's common
stock. Upon successful completion of this offering, the Company intends
to apply to have its common stock traded on the OTC Bulletin Board. If
the Company is not accepted on the OTC Bulletin Board, the Company will
list its Common Shares on the pink sheets.
Holders. The approximate number of holders of record of the Company's
.001 par value common stock, as of June 30, 1999 was 273.
Dividends. Holders of the Company's common stock are entitled to
receive such dividends as may be declared by its Board of Directors.
Broker-Dealer Sales of Company Securities. Until the Company
successfully obtains a listing on the NASDAQ quotation system, if ever,
the Company's securities may be covered by Rule 15g-2 under the
Securities Exchange Act of 1934 that imposes additional sales practice
requirements on broker-dealers who sell such securities to persons other
than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net
worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse). For transactions covered by the
rule, the broker-dealer must make a special suitability determination of
the purchaser and have received the purchaser's written agreement to the
transaction prior to the sale. In order to approve a person's account
for transactions in designated securities, the broker or dealer must (i)
obtain information concerning the person's financial situation,
investment experience and investment objectives; (ii) reasonably
determine, based on the information required by paragraph (i) that
transactions in designated securities are suitable for the person and
that the person has sufficient knowledge and experience in financial
matters that the person reasonably may be expected to be capable of
evaluating the rights of transactions in designated securities; and (iii)
deliver to the person a written statement setting forth the basis on
which the broker or dealer made the determination required by paragraph
(ii) in this section, stating in a highlighted format that it is unlawful
for the broker or dealer to effect a transaction in a designated security
subject to the provisions of paragraph (ii) of this section unless the
broker or dealer has received, prior to the transaction, a written
agreement to the transaction from the person; and stating in a
highlighted format immediately preceding the customer signature
line that the broker or dealer is required to provide the person with the
written statement and the person should not sign and return the written
statement to the broker or dealer if it does not accurately reflect the
person's financial situation, investment experience and investment
objectives and obtain from the person a manually signed and dated copy of
the written statement. A designated security means any equity security
<PAGE>20
other than a security (i) registered, or approved for registration upon
notice of issuance on a national securities exchange that makes
transaction reports available pursuant to 17 CFR 11Aa3-1 (ii) authorized
or approved for authorization upon notice of issuance, for quotation in
the NASDAQ system; (iii) that has a price of five dollars or more or . .
. (iv) whose issuer has net tangible assets in excess of $2,000,000
demonstrated by financial statements dated less than fifteen months
previously that the broker or dealer has reviewed and has a reasonable
basis to believe are true and complete in relation to the date of the
transaction with the person. Consequently, the rule may affect the
ability of broker-dealers to sell the Company's securities and also may
affect the ability of purchasers in this offering to sell their shares in
the secondary market.
The Company's securities will likely trade below $5.00 and such
securities will be subject to the penny stock rules discussed above.
- --------------------------------------------------------------
DESCRIPTION OF SECURITIES
- ---------------------------------------------------------------
Qualification. The following statements constitute brief summaries of
the Company's Certificate of Incorporation and Bylaws, as amended. Such
summaries do not purport to be complete and are qualified in their
entirety by reference to the full text of the Certificate of
Incorporation and Bylaws.
The Company's articles of incorporation authorize it to issue up to
50,000,000 Common Shares. Shares of common stock purchased in this
offering will be fully paid and non-assessable.
Common Stock. Holders of Common Shares of the Company are entitled to
cast one vote for each share held at all shareholders meetings for all
purposes. There are no cumulative voting rights. Upon liquidation or
dissolution, each outstanding Common Share will be entitled to share
equally in the assets of the Company legally available for distribution
to shareholders after the payment of all debts and other liabilities.
Common Shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional Common
Shares in the event of a subsequent offering. All outstanding Common
Shares are, and the shares offered hereby will be when issued, fully paid
and non-assessable.
There are no limitations or restrictions upon the rights of the Board of
Directors to declare dividends out of any funds legally available
therefor. The Company has not paid dividends to date and it is not
anticipated that any dividends will be paid in the foreseeable future.
The Board of Directors initially may follow a policy of retaining
earnings, if any, to finance the future growth of the Company.
Accordingly, future dividends, if any, will depend upon, among other
considerations, the Company's need for working capital and its financial
conditions at the time.
Warrants. The Company authorized the issuance of 2,000,000 A Warrants.
There are currently outstanding, 2,000,000 A Warrants. The A Warrants
are exercisable into one common share at the purchase price of $.50.
The A Warrants shall be exercisable for a period of two years and shall
be redeemable by the Company at $.001 per A Warrant upon thirty days
notice.
Transfer Agent. Fidelity Transfer Company acts as transfer agent for
the Company.
- -----------------------------------------------------------
LEGAL MATTERS
- -----------------------------------------------------------
The due issuance of the Common Shares offered hereby will be opined upon
for the Company by J. M. Walker, Attorney-At-Law, in which opinion
Counsel will rely on the validity of the Certificate and Articles of
Incorporation issued by the State of Nevada, as amended and the
representations by the management of the Company that appropriate action
under Nevada law has been taken by the Company.
<PAGE>21
- --------------------------------------------------------
LEGAL PROCEEDINGS
- --------------------------------------------------------
The Company is not involved in any legal proceedings as of the date of
this Prospectus.
- --------------------------------------------------------
EXPERTS
- --------------------------------------------------------
The audited financial statements included in this Prospectus have been so
included in reliance on the report of James E. Scheifley and Associates,
P.C., Certified Public Accountants, on the authority of such firm as
experts in auditing and accounting.
- --------------------------------------------------------
INTERESTS OF NAMED
EXPERTS AND COUNSEL
- --------------------------------------------------------
None of the experts or counsel named in the Prospectus are affiliated
with the Company.
<PAGE>22
- --------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------
Index to Financial Statements
Independent Auditor's Report dated May 21, 1999
Balance Sheet for the year ended April 30, 1999
Statement of Operations for Year Ended April 30, 1999 and April 30, 1998
Statement of Changes in Stockholders' Equity For the Years ended April
30, 1999 and 1998
Statements of Cash Flows For the Years Ended April 30, 1999 and 1998
Notes to Financial Statements
<PAGE>23
INDEPENDENT AUDITOR'S REPORT
Board of Directors and Shareholders
Global Foods Online, Inc.
(a Development Stage Company)
We have audited the balance sheet of Global Foods Online, Inc. as of
April 30, 1999, and the related statements of operations, changes in
stockholders' equity, and cash flows for each of the years in the two
year period then ended and for the period from inception (February 4,
1997) to April 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we 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 disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above, present
fairly, in all material respects, the financial position of Global Foods
Online, Inc. as of April 30, 1999, and the results of its operations and
cash flows each of the years in the two year period then ended and for
the period from inception (February 4, 1997) to April 30, 1999, in
conformity with generally accepted accounting principles.
James E. Scheifley & Associates, P.C.
Certified Public Accountants
Denver, Colorado
May 21, 1999
<PAGE>24
Global Foods Online, Inc.
(A Development Stage Company)
Balance Sheet
April 30, 1999
ASSETS
Current assets: 1999
Cash $ 7,095
Officer advance 30,000
Total current assets 37,095
---------
Total assets $ 37,095
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,528
---------
Total current liabilities 6,528
Stockholders' equity:
Common stock, $.001 par value,
50,000,000 shares authorized, 6,073,160 shares
issued and outstanding 6,073
Additional paid in capital 150,075
(Deficit) accumulated during
development stage (125,581)
---------
30,567
---------
$ 37,095
See accompanying notes to financial statements.
<PAGE>25
Global Foods Online, Inc.
(A Development Stage Company)
Statements of Operations
Years Ended April 30, 1999 and 1998
<TABLE>
<CAPTION>
Year Year Period From
Ended Ended Inception To
April 30, April 30, April 30,
1999 1998 1999
<S> <C> <C> <C>
Operating expenses $ 121,339 $ - $ 121,339
----------- ----------- -----------
(Loss from operations) and net (loss) $ (121,339) $ - $ (121,339)
Per share information:
Basic and diluted (loss) per common share $ - $ - $ -
Weighted average shares outstanding 1,000,000 97,594 1,000,000
</TABLE>
See accompanying notes to financial statements.
<PAGE>26
Global Foods Online, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the Period From Inception to April 30, 1999
<TABLE>
<CAPTION> Deficit
Additiona Accumulated
Common Stock Paid-in During Develop-
ACTIVITY Shares Amount Capital ment Stage Total
<S> <C> <C> <C> <C> <C>
Post bankruptcy shares outstanding
on February 4, 1997 98,160 $ 98 $ - $ (4,242) $ (4,144)
---------- ----------- ----------- ----------- -----------
Balance April 30, 1997 through
April 30, 1998 98,160 (4,242) (4,144)
Common stock sold for cash in
February 1999 @ $.002 per share 525,000 525 525 1,050
Shares issued to complete merger
during March 1999 @ $.002 per share 4,000,000 4,000 4,000 8,000
Common stock sold for cash in
April 1999 @ $.10 per share 450,000 450 44,550 45,000
Common issued for services in
April 1999 @ $.10 per share 1,000,000 1,000 99,000 100,000
Sale of common stock warrants in
February 1999 @ $.001 per warrant 2,000 2,000
Net (loss) for the year
ended April 30, 1999 - - - (121,339) (121,339)
---------- ----------- ----------- ----------- -----------
Balance, April 30, 1999 6,073,160 $ 6,073 $ 150,075 $ (125,581) $ 30,567
</TABLE>
See accompanying notes to financial statements.
<PAGE>27
Global Foods Online, Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended April 30, 1999 and 1998
<TABLE>
<CAPTION>
Year Year Period From
Ended Ended Inception To
April 30 April 30 April 30
1999 1998 1999
<S> <C> <C> <C>
Net income (loss) $ (121,339) $ - $ (125,581)
Adjustments to reconcile net income to net
cash provided by operating activities:
Common stock issued for services 100,000 100,098
Charge off of goodwill 8,000 8,000
Changes in assets and liabilities:
(Increase in officer advance) (30,000) (30,000)
Increase in accounts payable 2,384 - 6,528
----------- ----------- ------------
Total adjustments 80,384 - 84,626
----------- ----------- ------------
Net cash provided by (used in)
operating activities (40,955) (40,955)
Financing activities:
Sale of common stock for cash 46,050 46,050
Sale of common stock warrants 2,000 - 2,000
----------- ----------- ------------
Net cash provided by financing activities 48,050 - 48,050
----------- ----------- ------------
Increase (decrease) in cash 7,095 - 7,095
Cash and cash equivalents,
beginning of period - - -
----------- ----------- ------------
Cash and cash equivalents,
end of period $ 7,095 $ - $ 7,095
</TABLE>
See accompanying notes to financial statements.
<PAGE>28
Global Foods Online, Inc.
(A Development Stage Company)
Statements of Cash Flows
Years Ended April 30, 1999 and 1998
<TABLE>
<CAPTION>
Year Year Period From
Ended Ended Inception To
April 30 April 30 April 30
1999 1998 1999
<S> <C> <C> <C>
Supplemental cash flow information:
Cash paid for interest $ - $ - $ -
Cash paid for income taxes $ - $ - $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>29
Global Foods Online, Inc.
Notes to Financial Statements
April 30, 1999
Note 1. Organization and Summary of Significant Accounting Policies.
The Company was incorporated in Nevada on September 14, 1990. The
Company is in its development stage and to date its activities have been
limited to organization and capital formation. The Company's development
stage began on February 4, 1997 upon the issuance by the United States
Bankruptcy Court, District of Idaho of an order approving Trustee's
report of no distribution and closing estate with the respect to the
Company's filing under Chapter 7 of the Bankruptcy Code. The Company was
formerly known as Valley Fish Products, Inc. The Company plans to
distribute domestic and international food products in the United States
and internationally and to utilize the World Wide Web in the
implementation of its planned business operations.
During February 1999, the Company's Board of Directors authorized reverse
stock splits aggregating 1 share for 200 shares. All share and per share
information included in these financial statements has been restated to
reflect the results of the reverse stock splits.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiary, IF&B Media Corporation. All significant
inter-company balances and transactions have been eliminated.
Property, Plant and Equipment:
Property, plant and equipment are recorded at cost and are depreciated
based upon estimated useful lives using the straight-line method.
Estimated useful lives range from 3 to 5 years.
Loss per share:
Basic Earnings per Share ("EPS") is computed by dividing net income
available to common stockholders by the weighted average number of
common stock shares outstanding during the year. Diluted EPS is
computed by dividing net income available to common stockholders by
the weighted-average number of common stock shares outstanding during
the year plus potential dilutive instruments such as stock options
and warrants. The effect of stock options on diluted EPS is
determined through the application of the treasury stock method,
whereby proceeds received by the Company based on assumed exercises
are hypothetically used to repurchase the Company's common stock at
the average market price during the period. Loss per share is
unchanged on a diluted basis since the assumed exercise of common stock
equivalents would have an anti-dilutive effect.
Intangible Assets:
The Company makes reviews for the impairment of long-lived assets and
certain identifiable intangibles whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Under SFAS No. 121, an impairment loss would be recognized
when estimated future cash flows expected to result from the use of the
asset and its eventual disposition is less than its carrying amount. No
such impairment losses have been identified by the Company to date.
Cash:
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months
or
less to be cash equivalents.
Estimates:
The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from these estimates
Fair value of financial instruments
The Company's short-term financial instruments consist of cash and cash
equivalents and accounts payable. The carrying amounts of these
financial instruments approximates fair value because of their short-term
maturities. Financial instruments that potentially subject the Company
to a concentration of credit risk consist principally of cash. During
the year the Company did not maintain cash deposits at financial
<PAGE>30
institutions in excess of the $100,000 limit covered by the Federal
Deposit Insurance Corporation. The Company does not hold or issue
financial instruments for trading purposes nor does it hold or issue
interest rate or leveraged derivative financial instruments
Stock-based Compensation
The Company adopted Statement of Financial Accounting Standard No. 123
(FAS 123), Accounting for Stock-Based Compensation beginning with the
Company's first quarter of 1996. Upon adoption of FAS 123, the Company
continued to measure compensation expense for its stock-based employee
compensation plans using the intrinsic value method prescribed by APB No.
25, Accounting for Stock Issued to Employees. Stock based compensation
paid by the Company during the period ended April 30, 1999 is disclosed
in Note 4.
New Accounting Pronouncements
SFAS No. 130, "Reporting Comprehensive Income", establishes guidelines
for all items that are to be recognized under accounting standards as
components of comprehensive income to be reported in the financial
statements. The statement is effective for all periods beginning after
December 15, 1997 and reclassification financial statements for earlier
periods will be required for comparative purposes. To date, the
Company has not engaged in transactions which would result in any
significant difference between its reported net loss and comprehensive
net loss as defined in the statement.
In March 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1, Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use ("SOP 98-
1"). SOP 98-1 provides authoritative guidance on when internal-use
software costs should be capitalized and when these costs should be
expensed as incurred.
Effective in 1998, the Company adopted SOP 98-1, however the Company
has not incurred costs to date which would require evaluation in
accordance with the SOP.
Effective December 31, 1998, the Company adopted SFAS No. 131,
Disclosures about Segments of an Enterprise and Related Information
("SFAS 131"). SFAS 131 superseded SFAS No. 14, Financial Reporting
for Segments of a Business Enterprise. SFAS 131 establishes standards
for the way that public business enterprises report information about
operating segments in annual financial statements and requires that
those enterprises report selected information about operating
segments in interim financial reports. SFAS 131 also establishes
standards for related disclosures about products and services,
geographic areas, and major customers. The adoption of SFAS 131 did
not affect results of operations or financial position. To date, the
Company has not operated in its one planned business activity.
Effective December 31, 1998, the Company adopted the provisions of
SFAS No. 132, Employers' Disclosures about Pensions and Other Post-
retirement Benefits ("SFAS 132"). SFAS 132 supersedes the disclosure
requirements in SFAS No. 87, Employers' Accounting for Pensions, and
SFAS No. 106, Employers' Accounting for Post-retirement Benefits
Other Than Pensions. The overall objective of SFAS 132 is to improve
and standardize disclosures about pensions and other post-retirement
benefits and to make the required information more understandable.
The adoption of SFAS 132 did not affect results of operations or
financial position.
The Company has not initiated benefit plans to date which would
require disclosure under the statement.
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities
("SFAS 133"), which is required to be adopted in years beginning
after June 15, 1999. SFAS 133 will require the Company to recognize
all derivatives on the balance sheet at fair value. Derivatives that
are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes
in the fair value of derivatives will either be offset against the
change in fair value of hedged assets, liabilities, or firm
commitments through earnings or recognized in other comprehensive
income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. The Company has not yet
<PAGE>31
determined what the effect of SFAS 133 will be on earnings and the
financial position of the Company, however it believes that it has
not to date engaged in significant transactions encompassed by the
statement.
Note 2. Business Acquisition
During March 1999, the Company acquired 100% of the stock of IB&F
Media Corporation (Media) in exchange for 4,000,000 shares of its
common stock. At the Merger date Media was an inactive company which
was incorporated in California on November 24, 1998. At the merger
date, Media had no assets and had not begun business operations.
The fair value of the shares issued to effect the merger aggregated
$8,000 and was based on the price paid by individual investors ($.002
per share) for shares sold by the Company during February 1999. Had
the merger been completed at the beginning of the 1999 fiscal year,
the results of operations for the year ended April 30, 1999 would
remain unchanged.
Note 3. Officer advance.
On April 23, 1999, the Company advanced $30,000 to its president for
the purpose of establishing a sales office in London, England. At
April 30, 1999 the funds had not been deposited into a bank account
owned by the Company and none of the funds had been expended. The
Company expects that the full amount of the advance will be utilized
for authorized business purposes during the fiscal year ended April
30, 2000.
Note 4. Stockholders' equity.
During February 1999 the Company completed a private placement of its
common stock whereby 525,000 shares of restricted common stock were
sold for gross proceeds of $1,050.
During March 1999, the Company completed the merger with Media
whereby 4,000,000 shares of its restricted common stock were
exchanged for all of the outstanding common stock of Media (see Note
2.).
During April 1999 the Company completed a private placement of its
common stock whereby 450,000 shares of restricted common stock were
sold for gross proceeds of $45,000.
During February 1999, warrants to purchase an aggregate of 2,000,000
shares of restricted common stock at an exercise price of $.50 per
share were authorized by the Company's Board of Directors. The
warrants are exercisable for a period of three years. During
February 1999, the Company sold warrants the warrants for gross
proceeds of $2,000. There is no compensation effect associated with
the sale of the warrants.
In April 1999 the Company issued an aggregate of 1,000,000 shares of
its common stock for financial advisory services, and accounting and
management services provided to the Company by two independent
consultants. The fair value of the shares issued for the services
amounted to $.10 per share and such value is consistent with the cash
amount paid by the Company's investors during the comparable period.
Note 5. Income taxes.
Deferred income taxes may arise from temporary differences resulting
from income and expense items reported for financial accounting and
tax purposes in different periods. Deferred taxes are classified as
current or non-current, depending on the classifications of the
assets and liabilities to which they relate. Deferred taxes arising
from temporary differences that are not related to an asset or
liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.
The Company currently has net operating loss carryforwards
aggregating approximately $121,000 which expire beginning in 2014.
Operating losses incurred by the Company prior to its emergence from
bankruptcy may not be available to the Company to offset future
taxable income due to the change in ownership of the Company
<PAGE>32
precipitated by the merger with Media. The deferred tax asset
resulting from the operating loss carryforward described above
(approximately $30,500) has been fully reserved as the Company cannot
predict future profitable operations which would generate the taxable
income necessary for its utilization.
<PAGE>33
PART II
INFORMATION NOT REQUIRED BY PROSPECTUS
Item 24. Indemnification of Officers and Directors.
The By-Laws of the Company provides that a director of the registrant
shall have no personal liability to the Registrant or its stockholders
for monetary damages for breach of a fiduciary duty as a director, except
for liability (a) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (b) for acts and omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, and (c) pursuant to Nevada law for any transaction from which the
director derived an improper personal benefit. Registrant's By-Laws
exculpates and indemnifies the directors, officers, employees, and agents
of the registrant from and against certain liabilities. Further the By-
Laws also provides that the Registrant shall indemnify to the full extent
permitted under Nevada law any director, officer employee or agent of
Registrant who has served as a director, officer, employee or agent or
the Registrant or, at the Registrant's request, has served as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
Item 25. Other Expenses of Issuance and Distribution.
Other expenses in connection with this offering which will be paid
by Global Foods Online, Inc. (hereinafter in this Part II referred to as
the "Company") are estimated to be substantially as follows:
<TABLE>
Amount
Payable
Item By Company
<S> <C>
S.E.C. Registration Fees 367.19
Printing and Engraving Fees 7,500.00
Legal Fees 20,000.00
Accounting Fees and Expenses 5,000.00
Transfer Agent's Fees 1,500.00
Miscellaneous 2,500.00
Total $36,867.19
</TABLE>
Item 26. Recent Sales of Unregistered Securities.
During February 1999 the Company completed a private placement of its
common stock whereby 525,000 shares of restricted common stock were
sold at $.001 in cash and services (see list below).
Name Total Number Cash
of Common Shares Payment
Steven M. Scott 930 1.86
Michael D. Muffet 609 1.22
Mickey O'Brian 630 1.26
David Crisci 3,255 6.51
Harold D. Wiebold 45,718 91,44
Val C. Jensen 56,500 113.00
Kenneth Hobbs 1,102 2.20
Michael Taylor 1,750 3.50
Maurlin Mickelson 53 .11
Lori Mickelson 53 .11
Barbara Mickelson 53 .11
James and Amelia Arana 641 1.28
Louis and Christy Mendoza 33,250 66.50
Sarah Maria Mendoza 67 .13
Bradley D. King 875 1.75
The following shares were issued at $.001 per Common Share for services
rendered.
<PAGE>34
Name Total Number
of Common Shares
Mary Ann King 98,663
Jeffery W. King 67,523
Timothy Miles 142,865
Colin Moody 12,500
Mitsue Tatsugawa 12,500
Elizabeth Gheen 12,500
Joel R. Shine 22,963
Robert Hinchley 10,000
All of these sales were made pursuant to an exemption from registration
under Section 4(2) of Regulation D. The sales were made to
sophisticated investors with an ongoing relationship with the Company.
During March 1999, the Company completed the merger with Media
whereby 4,000,000 shares of its restricted common stock were
exchanged for all of the outstanding common stock of Media.
Name Total Number
of Common Shares
Phillip Fox 50,000
David Gordon 1,950,000
John Harrison 1,950,000
Douglas Weil 50,000
During April and May 1999 the Company completed a private placement of
its common stock whereby 700,000 shares of restricted common stock were
sold for gross proceeds of $70,000.
Name Total Number Cash
of Common Shares Payment
Tamie Aceves 200,000 $20,000
Elizabeth Gheen 50,000 5,000
Mitsuo Tatsugawa 80,000 8,000
Dennis Knepp 5,000 500
John Poli 100,000 10,000
J.W. Kennedy 10,000 1,000
John Schaeffer 10,000 1,000
Neal Mark Friedfertig 15,000 1,500
Lawrence Gordon 5,000 500
Griff E. Stone 10,000 1,000
David N. Cohen 5,000 500
500010 BC LTD. 10,000 1,000
391566 BC LTD. 10,000 1,000
Russell H. Trager and
Edna Trager JT WROS 5,000 5,000
Janet Gildersleeve 5,000 500
Jeff Gordon 2,500 250
Steve Loeb 2,500 250
Peter S. Palmer and Patricia Palmer 5,000 500
Henry Gordon 5,000 500
Bruce M. Yelder 10,000 1,000
Laurence Gross 5,000 500
George Inserra 5,000 500
Bill Zupner 10,000 1,000
Phillip and Sara Sunshine 10,000 1,000
Richard E. Marks as Custodian
For Dempsey Marks 20,000 2,000
Richard E. and Rebecca Marks JT 10,000 1,000
Norman Chandler Fox 20,000 2,000
Stanley Fox 10,000 1,000
Mitchell H. Fox and Ruth Fox 10,000 1,000
Mark and Anne Mansfield 10,000 1,000
Andy Gordon 5,000 500
Sharon Miles 15,000 1,500
Frederick & Alma Tudal Family Trust 25,000 2,500
These sales were made pursuant to an exemption from registration pursuant
to
Section 505 of Regulation D. No commissions were paid and no general
solicitation was utilzied. The offering was approved and/or exempted by
the required states and the appropriate Form D was filed with the
Securities and Exchange Commission.
<PAGE>35
During February 1999, warrants to purchase an aggregate of 2,000,000
shares of restricted common stock at an exercise price of $.50 per
share were authorized by the Company's Board of Directors. The
warrants are exercisable for a period of three years. During
February 1999, the Company sold warrants the warrants for gross
proceeds of $2,000 in cash and services.
Name Total Number Cash Payment/
of Warrants Services
Joel Shine 500,000 $500/Services
Timothy Miles 500,000 $500/Services
Mitsuo Tatsugawa 500,000 $500/Services
Elizabeth Gheen 500,000 $500/Services
These sales were made pursuant to an exemption from registration under
Section 4(2) of Regulation D. The sales were made to sophisticated
investors with an ongoing relationship with the Company.
In April 1999 the Company issued an aggregate of 1,000,000 shares of
its common stock for financial advisory services, and accounting and
management services provided to the Company by two independent
consultants. The fair value of the shares issued for the services
amounted to $.10 per share and such value is consistent with the cash
amount paid by the Company's investors during the comparable period.
Name Total Number
of Common Shares
Joel R. Shine 40,000
Timothy Miles 360,000
Phillip Fox 290,000
Moody's Financial Relations, Inc. 310,000
These sales were made pursuant to an exemption from registration under
Section 4(2) of Regulation D. The sales were made to sophisticated
investors with an ongoing relationship with the Company.
<PAGE>45
<PAGE>36
Item 27. Exhibit Index.
<TABLE>
<S> <C>
(1) Not Applicable
(2) Not Applicable
(3) Articles of Incorporation
(3.2) Amendment to Articles of Incorporation
(3.3) Bylaws
(3.4) Articles of Merger between the Company and IF&G Media
Corporation
(4) Specimen certificate for Common Stock
(4.1) Specimen Warrant certificate
(5) Consent and Opinion of Jody M. Walker regarding
legality of securities registered under this
Registration Statement and to the
references to such attorney in the Prospectus filed
as part of this Registration Statement
(6) Not Applicable
(7) Not Applicable
(8) Not Applicable
(9) Not Applicable
(10.1) Consulting Agreement with Moody's Financial Services
(10.2) Consulting Agreement with Joel Shine
(11) Not Applicable
(12) Not Applicable
(13) Not Applicable
(14) Not Applicable
(15) Not Applicable
(16) Not Applicable
(17) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(21) Not Applicable
(22) Not Applicable
(23) Not Applicable
(24) Consent of James E. Scheifley & Associates, P.C.
(25) Not Applicable
(26) Not Applicable
(27) Financial Data Schedule
(28) Not Applicable
</TABLE>
Item 28. Undertaking.
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(I) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the formation set forth in the
Registration
Statement.
(iii) To include any additional or changed material information on the
plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Delivery of Certificates. The undersigned registrant hereby
undertakes to provide to the Transfer Agent at the closing, certificates
in such denominations and registered in such names as are required by
the Transfer Agent to permit prompt delivery to each purchaser.
<PAGE>37
(c) Indemnification. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the provisions set
forth in the Company's Articles of Incorporation or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>38
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements of filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned, in
the City of London, Country of England on the 15th day of July, 1999.
Global Foods Online, Inc.
/s/ John Harrison
--------------------------------
By John Harrison, President
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the
capacities
and on the dates stated.
<TABLE>
Signature Capacity Date
<S> <C> <C>
/s/John Harrison Principal Executive Officer July 15, 1999
- ------------------- Principal Financial Officer
Controller/Director
/s/David Gordon Principal Financial Officer
Controller/Director July 15, 1999
- -------------------
/s/Phillip Fox Director July 15, 1999
- -------------------
</TABLE>
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 14 1990
8500-90
SECRETARY OF STATE
8500-90
FILING FEE $175.00
RS RECEIPT #C 61154
THOMAS G KIMBLE
311 SO. STATE STREET
SUITE 400
SALT LAKE CITY, UTAH 84111
ARTICLES OF INCORPORATION
OF
ENGLEWOOD ENTERPRISES, INC.
WE, THE UNDERSIGNED natural persons of the age of twenty-one (21) years
or more, acting as incorporators of a corporation under the Nevada
Business Corporation Art, adopt the: following Articles of Incorporation
for such corporation.
ARTICLE I NAME
The name of the Corporation is Englewood Enterprises, Inc.
ARTICLE II - DURATION
The duration of the corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is engaged
are:
(a) To engage in the specific business of looking for business
acquisitions and related items; also the business of making investments,
including investments in, purchase and ownership of any and all kinds of
property, assets or business, whether alone or in conjunction with
others. Also, to acquire, develop, explore and otherwise deal in and
with all kinds o.4 real and personal property and all related activities,
and for any and all other lawful purposes.
(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own., mortgage, pledge, hypothecate, sell,
assign, transfer, exchange, or otherwise dispose of or deal in or with
its own corporate securities or stock or other securities including,
without limitations, any shares of stock, bonds, debentures, notes,
mortgages, or other obligations, and any certificates, receipts or other
instruments representing rights or interests therein on any property or
assets created or issued by any person, firm, associate, or corporation,
or instrumentalities thereof; to make payment therefor; in any lawful
manner or to issue in exchange therefor its unreserved earned surplus for
the purchase of its own shares, and to exercise as owner or holder of any
securities, any and all rights, powers, and privileges in respect
thereof.
(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one or
more of the subjects herein enumerated, or which may, at any time, appear
conducive to or expedient for the protection or benefit of this
corporation, and to do said acts as fully and to the same extent as
natural persons might, or could do in any part of the world as
principals, agents, partners, trustees, or otherwise, either alone or in
conjunction with any other person, association, or corporation.
(d) The foregoing clauses shall be construed both as purposes and powers
and shall not be held to limit or restrict in any manner the general
powers of the corporation, and the enjoyment and exercise thereof. as
conferred by the laws of the State of Nevada: and it is the intention
that the purposes and powers specified in each of the paragraphs of this
Article III shall he regarded as independent purposes and powers.
ARTICLE IV - STOCK
The aggregate number of sharer which this corporation shall have
authority to issue is 50,000,000 shares of Common Stock having a par
value of $.001 per share. All stock of the corporation shall be of the
same class, common, and shall have the same rights and preferences.
Fully-paid stock of this corporation shall not be liable to any further
call or assessment.
ARTICLE V - AMNDMENT
These Articles of Incorporation may be amended by the affirmative vote of
"a majority" of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as
the Board of Directors shall determine. Shareholders shall not have pre-
emptive rights to acquire unissued shares of the stock of this
corporation.
ARTICLE VII - INITIAI, OFFICE AND AGENT
The Corporation Trust Company of Nevada
One East First Street
Reno, NV 89501 (County of Washoe)
ARTICLE VIII - DIRECTORS
The directors are hereby given the authority to do any act on behalf of
the corporation by law and in each instance where the Business
Corporation Act provides that the directors may act in certain instances
where the Articles of Incorporation authorize such action by the
directors, the directors are hereby given authority to set in such
instances without specifically numerating such potential action or
instance herein.
The directors are specifically given the authority to mortgage or pledge
any or all assets of the business without stockholders' approval.
The number of directors constituting the initial Board of Directors of
this corporation is two. The names and addresses of persons who are to
serve as Directors until the first annual meeting of stockholders or
until their successors are elected and qualify, are:
NAME ADDRESS
Michael Poulsen 401 West 100 South
Bountiful, Utah 84010
Allison Poulsen 401 West 100 South
Bountiful, Utah 84010
ARTICLE IX INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
Thomas G. Kimble 311 South State, 1440
Salt Lake City, UT 84111
ARTICLE X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any one or
more of its directors or any other corporation, firm, association, or
entity in which one or more of its directors or officers are financially
interested, shall be either void or voidable because of such
relationship, or interest, or because such director or directors are
present at the meeting of the Board of Directors, or a committee thereof,
which authorizes, approves, or ratifies such contract or transaction, or
because his or their votes are counted for such purpose if: (a) the fact
of such relationship or interest is disclosed or known to the Board of
Directors or committee which authorizes, approves, or ratifies the
contract or transaction by vote or consent sufficient for the purpose
without counting the votes or consents of such interested director; or
(b) the fact of such relationship or interest is disclosed or known to
the stockholders entitled to vote and they authorize, approve, or ratify
such contract or transaction by vote or written consent, or (c) the
contract or transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or committee thereof
which authorizes, approves, or ratifies such contract or transaction.
ARTICLE XI
OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by
such person as a director or officer. Notwithstanding the foregoing
sentence, a director or officer shall be liable to the extent provided by
applicable law, (i) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) for the payment
of dividends in violation of NRS 78.300.
The provisions hereof shall not apply to or have any effect on the
liability or alleged liability of any officer or director of the
Corporation for or with respect to any acts or omissions of such person
occurring prior to such amendment.
Under penalties of perjury, I declare that these Articles of
Incorporation have been examined by me and are, to the best of my
knowledge and belief, true, correct and complete.
Dated this 7th day of September, 1990.
Thomas G. Kimble
STATE OF UTAH)
COUNTY OF SALT LAKE)
On this 7 th day of September, 1990, personally appeared before me,
Thomas G. Kimble, who duly acknowledged to me that he signed the
foregoing Articles of Incorporation.
Patricia B. Hastan
NOTARY PUBLIC
Residing at: Salt Lake City, Utah
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
The Corporation Trust Company of Nevada hereby accepts the appointment as
Resident Agent of the above name corporation.
The Corporation Trust Company of Nevada
Residing Agent
By: Connie Nefeid Date:9/11/96
Assistant Secretary
FILED OF THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
APRIL 26, 1999
No. C8500-90
Dean Heller, Secretary of State
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
VALLEY FISH PRODUCTS, INC.
We the Undersigned David Gordon (Vice President) and David Gordon of
Valley Fish Products, Inc., do hereby certify:
That the Board of Directors of said corporation at a meeting duly
convented, held on the 6 th Day of April, 1999 adopted a resolution to
amend the original articles as follows: Article 1 is hereby amended to
read as follows:
The name of the corporation is Global Foods Online, Inc.
The number of shares of the corporation outstanding and entitled to vote
on an amendment to the Articles of incorporation is 622,500 that the said
change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
David Gordon, VP
President or Vice President
David Gordon, Sec.
Secretary or Assistant Secretary
State of California
County of Los Angeles
On April 22 nd, 1999, personally appeared before me, a Notary Public.
David Gordon, who acknowledged that they executed the above instrument.
Benny Lakotos
Signature of Notary
Benny Lakotos
Commission #1175460
Notary Public California
Los Angeles, County
My Comm. Expires Mar. 6, 2002
Notary Stamp or Seal
BY-LAWS
OF
VALLEY FISH PRODUCTS, Inc.
ARTICLE I - OFFICES
The principal office of the corporation in the State of Idaho shall be
located in the city of Preston County of Franklin. The corporation may
have such other offices, either within or without the State of
incorporation as the board of directors may designate or as the business
of the corporation may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on the 21 day of
July in each year, beginning with the year 1990 at the hour 3:00 o'clock
P.M., for the purpose of electing directors and for the transaction of
such other business as may come before the meeting. If the day fixed for
the annual meeting shall be a legal holiday such meeting shall be held on
the next succeeding business day.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the
holders of not less than 66 per cent of all the outstanding shares of the
corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A
waiver of notice signed by all stockholders entitled to vote at a meeting
may designate any place, either within or without the state unless
otherwise prescribed by statute, as the place for holding such meeting.
If no designation is made, or if a special meeting be otherwise called,
the place of Meeting shall be, the principal office of the corporation.
4. NOTICE OF IIEETING.
Written or printed notice stating the place, day and and hour of the
meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 days nor
more than 3o days before the date of the meeting, either personally or by
mail, by or at the direction of the president, or the secretary, or the
officer or persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail., addressed to
the stockholder at his address as it appears on the stock transfer books
of the corporation, with postage thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to
make a determination of stockholders for any other proper purpose, the
directors of the corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any case, 60
days. If the stock transfer books shall be closed for the purpose of
determining stockholders entitled to notice of or to vote at a meeting of
stockholders, such books shall be closed for at least 60 days immediately
preceding such meeting. In lieu of closing the stock transfer books, the
directors may fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not more than
60 days and, in case of a meeting of stockholders, not less than 10 days
prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer
books are not closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend,
the date on which notice of the meeting is mailed or the date on which
the resolution of the directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
stockholders. When a determination of stockholders entitled to vote at
any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for shares
of the corporation shall make, at least 60 days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order,
with the address of and the number of shares held by each, which list,
for a period of 60 days prior to such meeting, shall be kept on file at
the principal office of the corporation and shall be subject to
inspection by any stockholder at any time during usual business hours.
Such list shall also be produced and kept open at the time and place of
the meeting and shall be subject to the inspection of any stockholder
during the whole time of the meeting. The original stock transfer book
shall be prima facie evidence as to who are the stockholders entitled to
examine such list or transfer books or to vote at the meeting of
stockholders.
7. QUORUM.
At any meeting of stockholders 66 2/3% of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of stockholders. If less than said
number of the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, nothwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy executed
in writing by the stockholder or by his duly authorized attorney in fact.
Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock
entitled to vote held by such stockholders. Upon the demand of any
stockholder, the vote for directors and upon any question before the
meeting shall be by ballot. All elections for directors shall be decided
by plurality vote; all other questions shall be, decided by majority vote
except as otherwise provided by the Certificate of Incorporation or the
laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or v7aiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INDIVIDUAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings
and the management of the corporation, as they may deem proper, not
inconsistent with these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be 3 or more. Each
director shall hold office until the next annual meeting of stockholders
and until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors shall be held without other notice
than this by-law immediately after, and at the same place as, the annual
meeting of stockholders. The directors may provide, by resolution, the
time and place for the holding of additional regular meetings without
other notice than such resolution.
4. SPECIAL 1,EETINGS.
Special meetings of the directors may be called by or at the request of
the president or any-two directors. The person or persons authorized to
call special meetings of the directors may fix the place for holding any
special meeting of the directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least 7 days previously
thereto by written notice delivered personally, or by telegram or Mailed
to each director at his business address. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
6. QUORUM.
At any meeting of the directors 3 shall constitute a quorum for the
transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the
removal of directors without cause may be filled by a vote of a majority
of the directors then in office, although less than a quorum exists.
Vacancies occurring by reason of the removal of directors without cause
shall be filled by vote of the stockholders. A director elected to fill
a vacancy caused by resignation, death or removal shall be elected to
hold office for the unexpired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without
cause only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof by the board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be
authorized. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered mail to the secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or
more directors. Each such committee shall serve at the pleasure of the
board.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the
directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each
annual meeting of the stockholders. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or
until his death or until he shall resign or shall have been removed in
the manner hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the
unexpired portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise
and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of
the directors. He may sign, with the secretary or, any other proper
officer of the corporation thereunto authorized by the directors,
certificates for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the directors have authorized to be
executed, except in cases where the signing and execution thereof shall
be expressly delegated by the directors or by these by-laws to some other
officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties
incident to the office of president and such other duties as may be
prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or
refusal to act, the vice-president shall perform, the duties of the
president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The vice-president
shall perform such other duties as from time to time may be assigned to
him by the President or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see
that all notices are duly given in accordance with the provisions of
these by-laws or as required, be custodian of the corporate records and
of the seal of the corporation and keep a register of the post office
address of each stockholder which shall be furnished to the secretary by
such stockholder, have general charge of the stock transfer books of the
corporation and in general perform all duties incident to the office of
secretary and such other duties as from time to time may be assigned to
him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and
custody of and be responsible for all funds and securities of the
corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in
the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with these by-laws and in
general perform all of the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the
president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by
reason of the fact that he is also a director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name
of and on behalf of the corporation, and such authority may be general or
confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the directors, such authority may be general or
confined to specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation,
shall be signed by such officer or officers, agent or agents of the
corporation and in such manner as shall from time to time be determined
by resolution of the directors.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the directors may select.
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such form
as shall be determined by the directors. Such certificates shall be
signed by the president and by the secretary or by such other officers
authorized by law and by the directors. All certificates for shares
shall be consecutively numbered or otherwise identified. The name and
address of the stockholders, the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and
indemnity to the corporation as the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, and cancel the old certificate; every such
transfer shall be entered on the transfer book of the corporation which
shall be kept at its principal office.
(b) The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such
share on the part of any other person whether or not it shall have
express or other notice thereof, except as expressly provided by the laws
of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1 day of January in
each year.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the
state of incorporation, year of incorporation and the words, "Corporate
Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the
provisions of these by-laws or under the provisions of the articles of
incorporation, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at
any special stockholders' meeting when the proposed amendment has been
set out in the notice of such meeting.
ARTICLES OF MERGER
ARTICLES OF MERGER (these "Articles") made and entered into as of April
6, 1999 by and between Valley Fish Products, Inc., a Nevada corporation
("Valley Fish") and IF&B Media Corporation, a California corporation
("IF&B Media"). These Articles are adopted pursuant to Section 92A.100
of the Nevada Revised Statutes, as amended, and Section 1100, as amended
by Ch. 7111, L. 1979 and Sec. 1108, as amended by Ch. 567, L. 1990 of
Division 1, Title 1, of the California Corporations Code, as amended.
All of such laws expressly permit the merger described herein; subject to
and pursuant to all of the terms and conditions as
set forth herein.
ARTICLE I
SURVIVOR CORPORATION
Valley Fish, a Nevada corporation, shall be the survivor corporation.
ARTICLE II
SHARES AUTHORIZED AND OUTSTANDING
On the date of these Articles of Merger, Valley Fish has authority to
issue 75,000,000 shares of Common Stock, $.001 par value, of which
622,594 shares are issued and outstanding. On the date of these Articles
of Merger, IF&B Media has authority to issue 25,000,000 shares of Common
Stock, $.01 par value (the "IF&B Media Common Stock") and 1,000,000
shares of Preferred Stock, of which 8,000,000 and 0 shares are issued and
outstanding, respectively.
ARTICLE III
SHAREHOLDER VOTE
On April 6, 1999, shareholders entitled to vote on the action
constituting all of the outstanding shares of IF&B Media Common Stock
approved the Agreement and Plan of Merger to merge IF&B Media into Valley
Fish, none opposed. Said number of votes was sufficient for approval by
the stockholders. The plan of merger was duly authorized by all action
required by the laws under which it was incorporated and by its
constituent documents. On April 6, 1999, shareholders entitled to vote
on the action constituting 622,594 of the outstanding shares of Valley
Fish Common Stock approved the Agreement and Plan of Merger to merge IF&B
Media into Valley Fish, none opposed. Said number of votes was
sufficient for approval by the stockholders. The plan of merger was
duly authorized by all action required by the laws under which it was
incorporated and by its constituent documents.
ARTICLE IV
PLAN OF MERGER
The executed agreement of merger is on file at the principal place of
business of the surviving corporation (Valley Fish). Said address is 10
Office Park Road. A copy of the agreement of merger will be furnished
by the surviving corporation to any stockholder of any constituent
corporation.
The terms of the Agreement of Merger are as follows:
(1) Merger. IF&B Media shall be merged with and into Valley Fish, and
Valley Fish shall survive the merger ("merger"), effective upon the date
when the Merger Agreement is made effective in accordance with applicable
laws (the "Effective Date").
(2) Amendment to Articles of Incorporation. Article I of the Articles
of Incorporation of Valley Fish shall be amended as to read - "The name
of the corporation is Global Foods Online, Inc.
(3) Governing Documents. The Bylaws of Valley Fish, in effect on the
Effective Date, shall continue to be the Bylaws of Valley Fish as the
surviving corporation without change or amendment until further amended
in accordance with the provisions thereof and applicable laws.
(4) Further Assurances. From time to time, as and when required by
Valley Fish or by its successors and assigns, there shall be executed and
delivered on behalf of IF&B Media such deeds and other instruments, and
there shall be taken or caused to be taken by it such further and other
action, as shall be appropriate or necessary in order to vest, perfect or
confirm, of record or otherwise, in Valley
Fish the title to and possession of all the property, interests, assets,
rights, privileges, immunities, powers, franchises and authority of IF&B
Media, and otherwise to carry out the purposes of the Merger Agreement,
and the officers and directors of Valley Fish are fully authorized in the
name and on behalf of IF&B Media or otherwise to take any and all such
action and to execute and deliver any and all such deeds and other
instruments.
(5) Stock of IF&B Media. On and after the Effective Date, all of the
outstanding certificates which prior to that time represented shares of
IF&B Media shall be recalled and canceled and 4,000,000 restricted Valley
Fish Common Shares shall be issued in proportion to their ownership
percentage. The registered owner on the books and records of IF&B Media
or its transfer agents of any outstanding certificate shall, until such
certificate shall have been surrendered for transfer or otherwise
accounted for to Valley Fish or its transfer agents, have and be entitled
to exercise any voting and other rights with respect to and to receive
any dividend and other distributions upon the shares of Valley Fish
Common Stock evidenced by such outstanding certificate as above provided.
(6) Book Entries. As of the Effective Date, entries shall be made upon
the books of Valley Fish in accordance with the following.
(a) The assets and liabilities of IF&B Media shall be recorded at the
amounts at which they were carried on the books of IF&B Media immediately
prior to the Effective Date, with appropriate adjustments to reflect the
retirement of the 1,000 Common of IF&B Media presently issued and
outstanding.
(b) There shall be credited to the common stock account of Valley Fish
the aggregate amount of the stated value of all shares of Valley Fish
Common Stock resulting from the conversion of the outstanding IF&B Media
Common Stock pursuant to the merger.
(c) There shall be credited to the retained earnings account of Valley
Fish the aggregate of the amount carried in the retained earnings account
of IF&B Media immediately prior to the Effective Date.
(8) Access to Documentation. Prior to the merger, Valley Fish and IF&B
Media shall provide each other full access to their books and records,
and shall furnish financial and operating data and such other information
with respect to their business and assets as may reasonably be requested
from time to time. If the proposed transaction is not consummated, all
parties shall keep confidential any information (unless ascertainable
from public filings or published information) obtained concerning each
others operations, assets and business.
(9) Merger Expenses. IF&B Media shall pay the legal, accounting and
any other expenses reasonably incurred in connection with this Agreement
and the transactions contemplated hereby. Valley Fish agrees to provide
an itemized list of all expenses incurred in connection with the Merger
Agreement and the transactions contemplated hereby.
(10) Abandonment. At any time before the effective Date, the Agreement
and Plan of Reorganization and the Agreement of Merger may be terminated
and the Merger may be abandoned by the Board of Directors of either
Valley Fish or IF&B Media or both, notwithstanding approval of the Merger
Agreement by the shareholders of Valley Fish or the shareholders of IF&B
Media or both.
IN WITNESS WHEREOF, these Articles of Merger, having first been duly
approved by resolution of the Boards of Directors of Valley Fish and IF&B
Media and their respective shareholders, is hereby executed on behalf of
each of said two corporations by their respective officers thereunto duly
authorized.
IF&B Media Corporation ATTEST:
A California corporation
President Secretary
Valley Fish Products, Inc. ATTEST:
A Nevada corporation
President Secretary
State of )
)ss.
County of )
On the day of April, 1999 personally appeared before me the President
of IF&B Media Corporation, a California corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the Secretary
of IF&B Media Corporation, a California corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the President
of Valley Fish Products, Inc., a Nevada corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the Secretary
of Valley Fish Products, Inc., a Nevada corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state,
that he is the Secretary of Valley Fish Products, Inc., a Nevada
corporation, and that he has read the foregoing Articles of Merger and
knows the contents thereof, and does hereby certify that these Articles
of Merger contain a truthful statement of the Agreement and Plan of
Merger as duly adopted by the Board of Directors.
Secretary
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the
Secretary of Valley Fish Products, Inc., a Nevada corporation, the signer
of the above instrument who duly acknowledged to me that he executed the
same on behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
VERIFICATION
The undersigned, after being duly sworn, does hereby depose and state,
that he is the Secretary of IF&B Media Corporation., a California
corporation, and that he has read the foregoing Articles of Merger and
knows the contents thereof, and does hereby certify that these Articles
of Merger contain a truthful statement of the Agreement and Plan of
Merger as duly adopted by the Board of Directors by a majority of the
stockholders of the corporation.
Secretary
State of )
)ss.
County of )
On the day of April, 1999, personally appeared before me the Secretary
of IF&B Media Corporation, a California corporation, the signer of the
above instrument who duly acknowledged to me that he executed the same on
behalf of said corporation pursuant to duly adopted director's
resolutions.
NOTARY PUBLIC
Address
My Commission Expires:
SEAL
<PAGE>54
Jody M. Walker
7841 South Garfield Way
Littleton, Colorado 80122
Telephone (303) 850-7637
Facsimile (303) 220-9902
July 15, 1999
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Dear Sirs:
Re: OPINION RE: LEGALITY AND CONSENT OF COUNSEL TO USE OF NAME IN
THE REGISTRATION STATEMENT ON FORM SB-2 OF GLOBAL FOODS ONLINE, INC.
I am securities counsel for the above mentioned Company and I have
prepared the registration statement on Form SB-2. I hereby
consent to the inclusion and reference to my name in the
Registration Statement on Form SB-2 for Global Foods Online, Inc.
It is my opinion that the securities of Global Foods Online, Inc. and
those which are registered with the Securities and Exchange Commission
pursuant to Form SB-2 Registration Statement of Global Foods Online, Inc.
have been legally issued and will be, when sold, legally issued, fully
paid and non-assessable.
Yours very truly,
/s/ Jody M. Walker
---------------------
Jody M. Walker
INDEPENDENT AUDITOR'S CONSENT
We do hereby consent to the use of our report dated May 21, 1999 on the
financial statements of Global Foods Online, Inc. included in
and made part of the registration statement of Global Foods Online, Inc.
dated July 15, 1999.
July 15, 1999
/s/ James E. Scheifley & Associates, P.C.
Certified Public Accountant
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<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1999
<PERIOD-END> APR-30-1999
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