UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
--------------------
SCHEDULE 13-D
Under the Securities Exchange Act of 1934
FOODVISION.COM, INC.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
34484N 10 3
(CUSIP Number)
Paul R. Smith
2152 NW Parkway, Suit K
Marietta, Georgia 30067
(770) 937-0960
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 4, 2000
(Date of event Which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13-G
to report the acquisition which is the subject of this Schedule 13-D,
and is filing this Schedule because of Rule 13d-1 (b) or (4), check the
following box. [ ]
<PAGE>
CUSIP NO. 34484N 10 3
(1) Name of Reporting Paul R. Smith
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of Canada
Organization
(7) Sole Voting
Power 9,491,050 shares
Number of Shares (8) Shared Voting
Beneficially Power
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 9,491,050 shares
(10) Shared
Dispositive
Power
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 9,491,050 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class 46.3%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
<PAGE>
CUSIP NO. 34484N 10 3
(1) Name of Reporting Rajeev Kalra
Persons. S.S. or
I.R.S.Identification
No. of Above Person
(2) Check the Appropriate
Box if a Member of a (a) X
Group (b)
(3) SEC Use Only
(4) Source of Funds PF
(5) Check if Disclosure
of Legal Proceedings
is Required Pursuant
to Items 2(d) or 3(e)
(6) Citizen or Place of Canada
Organization
(7) Sole Voting
Power 9,491,050 shares
Number of Shares (8) Shared Voting
Beneficially Power
Owned by Each
Reporting (9) Sole
Person With* Dispositive
Power 9,491,050 shares
(10) Shared
Dispositive
Power
(11) Aggregate Amount
Beneficially Owned by
Each Reporting Person 9,491,050 shares
(12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
(13) Percent of Class 46.3%
Represented by Amount
in Row (11)
(14) Type of Reporting IN
Persons
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13-D (the "Statement") relates to
shares of the common stock, $0.001 par value per share (the "Common
Stock"), of Foodvision.com, Inc., a Delaware corporation (the "Company"),
whose principal executive offices are located at 2152 NW Parkway, Suite K,
Marietta, Georgia 30067.
Item 2. Identity and Background
(a) This Statement is filed by Paul R. Smith ("Smith"), an
individual residing in the State of Georgia, and Rajeev Kalra ("Kalra"), an
individual residing in the State of Georgia. Smith and Kalra are hereafter
sometimes referred to collectively as "Reporting Person".
(b) and (c)
The principal business address of Smith and Kalra is 2152 NW
Parkway, Suite K, Marietta, Georgia, 30067. The principal business of Smith
and Kalra are to serve as officers and directors of the Company.
(d) The Reporting Person, during the last five years, has not
been convicted in a criminal proceeding (excluding traffic violations
and similar misdemeanors).
(e) The Reporting Person, during the last five years, has not
been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceedings was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Smith is a citizen of Canada. Kalra is
a citizen of Canada.
Item 3. Source and Amount of Funds or Other Consideration
Smith acquired 91,050 shares of common stock of the Company in
consideration for his interest in Investco Corporation, which was acquired
by the Company on July 14, 1998. Smith acquired 3,000,000 shares of common
stock of the Company in January 1999 in consideration for services rendered
and to be rendered the Company. The balance of the shares of which Smith
has beneficial interest are represented by options/warrants to purchase
shares of common stock in the Company which have not been exercised as of
the date of this report.
Kalra acquired 91,050 shares of common stock of the Company in
consideration for his interest in Investco Corporation, which was acquired
by the Company on July 14, 1998. Kalra acquired 3,000,000 shares of common
stock of the Company in January 1999 in consideration for services rendered
and to be rendered the Company. The balance of the shares of which Kalra
has beneficial interest are represented by options/warrants to purchase
shares of common stock in the Company which have not been exercised as of
the date of this report.
Item 4. Purpose of the Transaction
91,050 shares of common stock owned by Smith were acquired as a
result of the Company's acquisition of Investco Corporation in a reverse
merger transaction on July 14, 1998. The balance of the shares owned by
Smith were acquired for services rendered and to be rendered the Company.
91,050 shares of common stock owned by Kalra were acquired as a
result of the Company's acquisition of Investco Corporation in a reverse
merger transaction on July 14, 1998. The balance of the shares owned by
Kalra were acquired for services rendered and to be rendered the Company.
Item 5. Interest in the Securities of the Issuer
(a) and (b)
Smith is the owner of 3,091,050 shares of Common Stock, and is the
beneficial owner of another 6,400,000 shares of Common Stock which Smith
has the right to acquire pursuant to options/warrants, for total beneficial
ownership of 9,491,050 shares of Common Stock, which is 46.3% of the
outstanding shares of Common Stock. Smith disclaims beneficial ownership
of 500,000 shares of Common Stock which two stepsons of Smith (who are also
employees of the Company) have the right to acquire pursuant to
options/warrants. Smith has the sole power to direct the vote or
disposition of all shares beneficially owned by him.
Kalra is the owner of 3,091,050 shares of Common Stock, and is the
beneficial owner of another 6,400,000 shares of Common Stock which Kalra
has the right to acquire pursuant to options/warrants, for total beneficial
ownership of 9,491,050 shares of Common Stock, which is 46.3% of the
outstanding shares of Common Stock. Kalra has the sole power to direct the
vote or disposition of all shares beneficially owned by him.
(c) None
(d) None
(e) None
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Smith and Kalra have an oral understanding to, unless agreed
otherwise, (a) devote their time and effort to the success of the Company,
(b) vote their shares of Common Stock for each other as director, (c)
utilize their positions as directors to vote for each other as officers of
the Company, and (d) utilize their shares and positions as directors to
receive equal compensation from the Company. There is no written agreement
evidencing their understanding.
Item 7. Materials to be Filed as Exhibits
None
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement is
true, complete, and correct.
/s/ Paul Smith
PAUL SMITH, Individually
/s/ Rajeev Kalra
RAJEEV KALRA, Individually
Dated: February 14, 2000
