As filed with the Securities and Exchange Commission
on November 20, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
GLOBAL VENTURE FUNDING, INC.
(Exact name of registrant as specified in its charter)
_________________________
Colorado 84-0990371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________________
628 Las Vegas Blvd. South
Las Vegas, NV 89101
(702) 233-6638
(Address of Registrant's principal offices, including zipcode)
_________________________
MANAGEMENT CONSULTING PLAN WITH ROBERT C. BREHM CONSULTING, INC.
(Full title of the Plan)
Robert M. Dolan
628 Las Vegas Blvd. South
Las Vegas, NV 89101
(702) 233-6638
(Name, address and telephone number of agent for service)
_________________________
COPIES TO :
Diane M. Lalosh, Esq.
1451 Southwest Blvd., Suite 120-L
Rohnert Park, CA 94928
_________________________
Approximate Date of Proposed Sale to the Public
As soon as practicable after this Registration
Statement becomes effective.
_________________________
CALCULATION OF REGISTRATION FEE
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______________________________________________________________________________
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
per Share Offering Price Fee
Common Stock, 300,000(1) $.10(2) $ 30,000 $100.00
$.0001 Par Value(1)
</TABLE>
(1) includes shares of common stock issuable upon exercise of options to
purchase a total of 300,000 shares of common stock, issuable for consulting
and advisory services to Robert C. Brehm Consulting, Inc. (an option to
purchase 300,000 shares) and exercisable at $.10 per share.
(2) The registration fee is based upon a price of $.10 per share.
This price is determined accordingly by reference to the Agreement price
provisions of the Issuer.
GLOBAL VENTURE FUNDING INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number
and Caption Caption in Prospectus
1. Forepart of Registration Statement Facing Page of Regis-
and Outside Front Cover Page of tration Statement and
Prospectus Cover Page of
Prospectus
2. Inside Front and Outside Back Cover Insie Cover Page of
Pages of Prospectus Prospectus and Outside
Cover Page of
Prospectus
3. Summary Information, Risk Factors and Not Applicable
Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling
Security Holder
8. Plan of Distribution Cover Page of
Prospectus and Sales
by Selling Security
Holder
9. Description of Securities to be Description of
Registered Securities; Management
Consulting Agreement
with Robert C. Brehm
Consulting, Inc.
10. Interests of Named Experts and Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of
by Reference Certain Documents by
Reference
13. Disclosure of Commission Position Indemnification of
on Indemnification for Securities Directors and
Act Liabilities Officers; Undertakings
DATED : November 20, 1996<PAGE>
PROSPECTUS
GLOBAL VENTURE FUNDING INC.
300,000 Shares of Common Stock
ISSUED PURSUANT TO THE EXERCISE OF OPTIONS UNDER THE COMPANY'S
MANAGEMENT CONSULTING AGREEMENT WITH ROBERT C. BREHM CONSULTING,
INC.
This prospectus is part of a Registration Statement which
registers an aggregate of 300,000 shares of Common Stock, $.0001
par value (such shares being referred to as the "Shares"), of
GLOBAL VENTURE FUNDING INC. (the "Company") which may be issued
upon exercise of certain options, as set forth herein, to Robert
C. Brehm Consulting, Inc., a consultant to the Company (the
"Consultant") pursuant to a written Management Consulting
Agreement dated July 26, 1996 (the "Consulting Agreement")
providing for the issuance of such options (such options being
hereafter collectively referred to as the "Options"). Such
selling stockholder may sometimes hereafter be referred to as the
"Selling Security Holder." All of the Shares are being issued to
the Consultant pursuant to the Consulting Agreement. The Company
has been advised by the Selling Security Holder that it may sell
all or a portion of the Shares from time to time in the Bulletin
Board market, in negotiated transactions, directly or through
brokers or otherwise, and that such shares will be sold at market
prices prevailing at the time of such sales or at negotiated
prices, and the Company will not receive any of the proceeds from
such sales. The Company's principal executive is located at 628
Las Vegas Blvd. South, Las Vegas, NV 89101 (702) 233-6638.
No person has been authorized by the Company to give any
information or to make any representations other than as
contained in this Prospectus, and if given or made, such
information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the Shares issuable under the
terms of the Agreement shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER IN SUCH STATE.
The date of this Prospectus is November 20, 1996.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other
information filed with the Commission can be inspected and copied
at the public reference facilities of the Commission at 450 Fifth
Street N.W., Washington D.C., 20549. Copies of this material can
also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at 450 Fifth
Street, N.W., Washington D.C., 20549. The Company currently
trades their stock on the OTC Bulletin Board market under the
symbol "GBVF".
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), with respect to
the resale of up to an aggregate of up to 300,000 shares of the
Company's Common Stock offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits
thereto. Statements in this Prospectus as to any document are
not necessarily complete, and where any such document is an
exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other document, to
which reference is hereby made for a full statement of the
provisions thereof. A copy of the Registration Statement, with
exhibits, may be obtained from the Commission s office in
Washington D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or
examined there without charge.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities
and Exchange Commission are incorporated herein by reference and
made a part hereof:
1. The Company's Annual Report on Form 10-KSB filed for the year
ended September 30, 1996.
2. All reports and documents filed by the Company pursuant to
Sections 13, 14 or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the respective date
of filing such documents. Any statement incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document,
which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person, including any beneficial owner, to whom a copy of this
Prospectus has been delivered, on the written or oral request of
such person, a copy of any or all the documents referred to above
which have been or may be incorporated in this Prospectus, other
than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, 628 Las Vegas
Blvd. South, Las Vegas, NV 89101, (702) 233-6638.
INFORMATION WITH RESPECT TO THE COMPANY
This Prospectus is accompanied by the Company's Annual Report on
Form 10-KSB for the year ended September 30, 1996. These Annual
and Quarterly Reports as well as all other reports filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 are hereby incorporated by
reference in this Prospectus and may be obtained, without charge,
upon the oral or written request of any person at 628 Las Vegas
Blvd. South, Las Vegas, NV 89101, (702) 233-6638.
MANAGEMENT CONSULTING AGREEMENT WITH ROBERT C. BREHM CONSULTING,
INC.
General
On July 26, 1996, the Company entered into a Management
Consulting Agreement with Robert C. Brehm Consulting, Inc.
pursuant to which the Company agreed to issue to the Consultant
Options to purchase up to an aggregate of 300,000 shares of
Common Stock of the Company in consideration for consulting
services to be provided to the Company over an anticipated ten
month period commencing as of the date of the agreement. The
Consultant is wholly owned by Mr. Robert C. Brehm, who is the
sole officer and director of the Consultant. The term of the
Management Consulting Agreement shall be ten months. Under the
terms of the Consulting Agreement, the Consultant is to undertake
for and consult with the Company concerning management, marketing
and operational planning and consulting, strategic planning,
corporate organization and structure, expansion of services and
stockholder relations, and shall review and advise the Company
regarding its overall progress, needs and condition.
In particular, the Consultant shall assist the Company with the
implementation of short range and long term strategic planning to
fully develop and enhance the Company s assets, resources,
products and services; and advise and recommend to the Company
additional services relating to the present products and services
provided by the Company as well as new products and services that
may be provided by the Company.
Compensation
In connection with the Consulting Agreement, the Company has
agreed to issue Options to purchase up to 300,000 shares of
Common Stock of the Company over the period of ten months and
which are not being administered by either the Board of Directors
of the Company or any committee of the Board of Directors
organized for that purpose. The specific terms of the Options
are as follows:
(a) Option Price. Options to purchase 300,000 shares of
Common Stock shall be exercisable at a price per share of Common
Stock of $.10
(b) Terms of Options. Each option is exercisable from
August 10, 1996 until its expiration date of August 10, 1998.
(c) Payment for Shares. The purchase price for the exercise
of the Options is payable in cash, and the price for the shares
of Common Stock is to be paid in full upon exercise of the
Options.
(d) Transferability. The Options are not transferable by
the holder thereof except pursuant to the laws of descent and
distribution to the sole shareholder.
(e) Redemption. There are no redemption rights afforded to
the Company in connection with the Options.
(f) Adjustments. The number of shares of Common Stock of
the Company purchasable upon exercise of the Options and the
exercise price of the Options are subject to the adjustment
involving stock dividends, stock splits, reorganizations,
reclassifications, consolidations and mergers. There will be no
adjustment for the payment of cash dividends by the Company on
its Common Stock. The Company is not required to issue
fractional shares. Options for fractional shares amounting to
less than one share will be disregarded.
(g) Miscellaneous. It is intended that the shares of Common
Stock issued on the exercise of the Options will be fully
registered securities under the Securities Act of 1933.
Restrictions Under Securities Laws
The sale of any shares of Common Stock acquired upon the exercise
of the Options must be made in compliance with federal and state
securities laws. Officers, directors and 10% or greater
shareholders of the Company, as well as certain other persons or
parties who may be deemed to be "affiliates" of the Company under
the Federal Securities Laws, should be aware that resales by
affiliates can only be made pursuant to an effective registration
Statement, Rule 144 or any other applicable exemption. Officers,
directors and 10% and greater stockholders are also subject to
the "short swing" profit rule of Section 16(b) of the Securities
Exchange Act of 1934. Section 16(b) of the Exchange Act
generally provides that if an officer, director or 10% or greater
stockholder sold any Common Stock of the Company acquired
pursuant to the exercise of a stock option or warrant, he would
generally be required to pay to the Company any "profits"
resulting from the sale of the stock and receipt of the stock
option. Section 16(b) exempts all option exercises from being
treated as purchases and, instead, treats an option grant as a
purchase of the underlying security, which grant/purchase may be
matched with any sale of the underlying security within six
months of the date of the grant.
SALES BY SELLING SECURITY HOLDERS
The following sets forth the name of the Selling Security Holder,
the amount of shares of Common Stock held directly or indirectly
or underlying the maximum number of Options to be issued to the
Selling Security Holder, the maximum amount of shares of Common
Stock underlying the Options to be offered by the Selling
Security Holder, the exercise price for the Options, the amount
of Common Stock to be owned by the Selling Security Holder
following sale of such shares and the percentage of shares of
Common Stock to be owned by the Selling Security Holder following
completion of such offering (based upon 3,282,513 shares
outstanding as of September 30, 1996). Unless otherwise
indicated, each of the stockholders has sole voting and
investment power with respect to shares beneficially owned.
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___________________________________________________________________________________________
Name of Selling Number of Shares to be Exercise Price Shares to be Percent to be
Security Holder Shares Owned Offered Per Share Owned After Owned After
Offering Offering
Robert C. Brehm 300,000(1) 300,000 $.10 0 none
Consulting, Inc.
___________________________________________________________________________________________
</TABLE>
(1) Represents shares underlying a currently exercisable option
to purchase 300,000 shares of the Company s common stock
exercisable at $.10 per share, which has been issued to
Consultant for advisory and consulting services.
DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of
150,000,000 shares of Common Stock, $.0001 par value and
20,000,000 shares Preferred Stock , $.10 par value.
The following summary of certain terms of the Common Stock does
not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Company's Certificate of
Incorporation and By-laws, which are included as exhibits to the
Registration Statement of which this Prospectus is a part, and
the provisions of applicable law.
Common Stock
As of the date of this Prospectus, there are 3,282,513 shares of
Common Stock outstanding. Holders of Common Stock are entitled
to one vote for each share held of record on all matters
submitted to a vote of the stockholders. Holders of Common Stock
are entitled to receive ratably such dividends as may be declared
by the Board of Directors out of funds legally available
therefor. In the event of a liquidation, dissolution or winding
up of the Company, holders of Common Stock are entitled to share
ratably in all assets remaining after payment of liabilities and
the liquidation preference of any then outstanding preferred
stock, if any. Holders of Common Stock have no right to convert
their Common Stock into any other securities. The Common Stock
has no preemptive or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common
Stock. All outstanding shares of Common Stock are, and the
Common Stock to be outstanding upon completion of this Offering
will be, duly authorized, validly issued, fully paid and
nonassessable.
Preferred Stock
The Board of Directors has the authority, without further action
of the stockholders, to issue up to 20,000,000 shares of
Preferred Stock, $.10 par value, as follows:
500,000 shares have been designated as Series II, and of which
475,000 shares of Series II are currently issued and remain
outstanding. Each share of Series II preferred stock is
convertible into two shares, five shares, and ten shares of
common stock, commencing one year, two years and three years,
respectively, from the date of purchase.
500,000 shares have been designated as Series B, and of which
397,800 shares of Series B are currently issued and remain
outstanding. Each share of Series B preferred stock is
convertible into two shares and five shares of common stock,
commencing one year and two years, respectively, from the date of
purchase.
50,000 shares have been designated as Series C, and of which
1,050 shares of Series C are currently issued. Each share of
Series C preferred stock is convertible into 100 shares of common
stock, commencing one year after issuance The Series C
convertible preferred stock has a liquidation preference of $1.00
per share.
50,000 shares have been designated as Series D, and of which
10,500 shares of Series D are currently issued and remain
outstanding. Each share of Series D preferred stock is
convertible into 100 shares of common stock. Series D preferred
stock may be subject to forfeiture. The Series D convertible
preferred stock has no liquidation rights.
The Company has reserved 17,500,000 shares of its $.0001 par
value common stock for conversion of preferred stock.
The Board of Directors of the Company has authority to issue all
or a portion of the authorized but unissued preferred stock in
one or more series and to fix the rights, preferences, privileges
and restrictions thereof, including dividend rights, conversion
rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or
the designation of such series. The issuance of Preferred Stock
could adversely affect the voting power of holders of Common
Stock and could have the effect of delaying, deferring or
preventing a change in control of the Company.
Trading Status
The Company has applied to the Over The Counter Bulletin Board to
trade under the symbol "GBVF".
Transfer Agent
The Transfer Agent for the shares of Common Stock is Corporate
Stock Transfer, Inc., 370 17th Street, Suite 2350, Denver, CO
80202 (303) 595-3300.
LEGAL MATTERS
Certain legal matters in connection with the securities being
offered hereby will be passed upon for the Company by Diane M.
Lalosh, 1451 Southwest Blvd., #120-L, Rohnert Park, CA 94928.
Diane M. Lalosh is the beneficial owner of 10,000 shares of the
Company's Series B Preferred Stock.
PART II
Item 3. Incorporation of Documents by Reference
The Registrant incorporates the following documents by reference
in the registration statement:
(a) The Company's Annual Report on Form 10-KSB filed for
the year ended September 30, 1996.
All other documents filed in the future by Registrant after the
date of this Registration Statement, under Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration
Statement which deregisters the securities covered hereunder
which remain unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities
The class of securities to be offered is registered under section
12(g) of the Securities Exchange Act of 1934, as amended. A
description of the Registrant's securities is set forth in the
Prospectus incorporated as part of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws and the Colorado General Corporation Law
provide for indemnification of directors and officers against
certain liabilities. Officers and Directors of the Company are
indemnified generally against expenses actually and reasonably
incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good
faith, were not found guilty, and, in any criminal matter, had
reasonable cause to believe that their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that
a director of the Company shall not be personally liable for
monetary damages of the Company or its shareholders for breach of
any fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or
which involve misconduct or a knowing violation of law; (iii) for
the lawful payments of dividends or stock redemption by the
Company or (iv) for any transaction from which the director
derives an improper personal benefit.
Item 7. Exemption from Registration Claimed
Inasmuch as the Consultant who received the Shares of the
Registrant was knowledgeable, sophisticated and had access to
comprehensive information relevant to the Registrant, such
transaction was undertaken in reliance on the exemption from
registration provided by Section 4(2) of the Act.
Item 8. Exhibits
4(1) Management Consulting Agreement with Robert C. Brehm
Consulting, Inc.
4(2) Option Agreement with Robert C. Brehm Consulting, Inc.
5 Opinion of Diane M. Lalosh, consent included, relating to
the issuance of the shares of securities pursuant to the
Management Consulting Agreement.
23(1) Consent of Diane M. Lalosh.
23(2) Consent of accountant, Bradshaw, Smith & Company, Las
Vegas, NV.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(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 information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement, including (but not
limited to) any addition or election of a managing underwriter.
(2) That for the purpose of determining the 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 herein, and the offering of such
securities offered 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) The undersigned registrant hereby undertakes that, for
purposes of determining the liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(c) 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 foregoing provisions, 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 payment by 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 that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against policy
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized in the city of Las Vegas, Nevada on November 20, 1996.
GLOBAL VENTURE FUNDING, INC.
By : /s/ Robert M. Dolan
Robert M. Dolan, President
Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed below by the following
persons in the capacities indicated on November 20, 1996.
/s/ Robert M. Dolan President and Director
Robert M. Dolan
/s/ Silas A. Phillips Secretary, Vice President
Silas A. Phillips and Director
______________________________________________________________
EXHIBIT (4)(1)
Management Consulting Agreement with Robert C. Brehm Consulting,
Inc.
______________________________________________________________
MANAGEMENT CONSULTING AGREEMENT
This Consulting Agreement, made as of July 26, 1996, by and
between Global Venture Funding, Inc., 628 Las Vegas Blvd. South,
Las Vegas, NV 89101, hereinafter referred to as the "COMPANY"
and Robert C. Brehm Consulting, Inc., 6965 El Camino Real, Suite
105-279, Carlsbad, CA 92009 hereinafter referred to as
"CONSULTANT".
PREAMBLE
WHEREAS, the COMPANY desires to retain the CONSULTANT'S services
on an ongoing basis and has requested that the CONSULTANT include
the COMPANY within its selected and limited group of clients;
and,
WHEREAS, the CONSULTANT is agreeable to such arrangement, subject
to the following terms and conditions:
NOW, THEREFORE, intending to be legally bound, and in
consideration of the mutual promises and covenants, the parties
have agreed as follows:
1. APPOINTMENT.
The COMPANY hereby appoints CONSULTANT as one of its financial
and strategic advisors and hereby retains CONSULTANT, pursuant to
the terms and conditions of this Agreement (the "Consulting
Agreement"). CONSULTANT accepts such appointment and agrees to
perform the services pursuant to the terms and conditions of this
Agreement
2. TERM.
The term of this Agreement shall begin on the date specified
above and terminate 10 months thereafter.
3. DUTIES OF CONSULTANT
(a) CONSULTANT shall act, generally, as both financial and public
relations counsel, essentially acting as the following:
(1) as liaison between COMPANY and its shareholders;
(2) as an advisor to the COMPANY with respect to
communications and information (e.g., interviews, press releases,
shareholder reports, etc.) as well as planning, designing,
developing, organizing, writing and distributing such
communications and information.
(3) the implementation of short range and long term
strategic planning to fully develop and enhance Company s assets,
resources, products and services.
(4) advise and recommend to COMPANY additional services
and products that may be provided by COMPANY to prospective
customers.
(b) To the extent requested by COMPANY, CONSULTANT shall assist
in establishing, and advising the COMPANY with respect to:
(1) shareholder meetings;
(2) interviews of COMPANY officers by the financial
media; and
(3) interviews of COMPANY officers by analysts, market
makers, broker-dealers, and other members of the financial
community.
(c) Specifically, CONSULTANT shall seek to make the COMPANY, its
management, its products, and its financial situation and
prospects, known to the financial press and publications, broker
dealers, mutual funds, institutional investors, market makers,
analysts, investment advisors, shareholders and other members at
the financial community, as well as the financial media and the
public generally.
(d) CONSULTANT makes no guarantees, representations or warranties
as to the particular results from CONSULTANT'S financial and
public relations services and the responses and timeliness of
action by the stockholder and stock brokerage community.
4. DUTIES OF COMPANY.
(a) On a regular and timely basis, COMPANY shall supply
CONSULTANT with all approved data and information about the
COMPANY, its management, its products, and its operations and
COMPANY shall be responsible for advising CONSULTANT of any facts
which would affect the accuracy of any prior data and information
supplied to CONSULTANT.
(b) COMPANY shall use its best efforts to promptly supply
CONSULTANT with full and complete copies of all filings with all
federal and state securities agencies; with full and complete
copies of all shareholder reports and communications whether or
not prepared with CONSULTANT assistance and also with all data
and information supplied to any analyst, broker-dealer, market
maker, or other member of the financial community; and with all
product/services brochures, sales materials, etc.
(c) COMPANY understands that the accuracy and completeness of any
document prepared by CONSULTANT is dependent upon COMPANY'S
alertness to assure CONSULTANT that such document contains all
material facts which might be important and that all such
documents must not contain any misrepresentation of a material
fact nor omit information necessary to make the statements
therein not misleading. To that end, COMPANY agrees to review,
and to confirm to CONSULTANT in writing that they have reviewed
all materials for their accuracy and completeness prior to any
use thereof. COMPANY also acknowledges that this responsibility
continues in the event the materials become deficient in this
regard.
5. REPRESENTATION AND INDEMNIFICATION
(a) The COMPANY shall be deemed to make a continuing
representation of the accuracy of any and all material facts,
material, information, and data which it supplies to CONSULTANT
and the COMPANY acknowledges its awareness that CONSULTANT will
rely on such continuing representation in disseminating such
information and otherwise performing its public relations
functions.
(b) CONSULTANT, in the absence of notice in writing from COMPANY,
may rely on the continuing occurrence of material, information,
and data supplied by the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and to
hold CONSULTANT harmless from any claims, demands, suits, loss,
damages, including legal fees and expenses arising out of
CONSULTANT'S reliance upon the occurrence and continuing accuracy
of such facts, material, information and data, if and only if the
facts, material, information and data was supplied to CONSULTANT
by COMPANY.
(d) COMPANY agrees to indemnify and hold CONSULTANT harmless from
any and all losses, claims, damages, liabilities, costs or
expenses, including reasonable attorney's fees, (collectively the
"liabilities"), joint and several, arising out of the performance
of this Consulting Agreement, whether or not CONSULTANT is a
party to such dispute. This indemnity shall not apply, however,
and CONSULTANT shall indemnify and hold COMPANY, its affiliates,
control persons, officers, employees and agents harmless from and
against all liabilities, where a court of competent jurisdiction
has made a final determination that CONSULTANT engaged in gross
recklessness and willful misconduct in the performance of
services hereunder which gave rise to the losses, claim, damages,
liability, cost or expense sought to be recovered hereunder (but
pending any such final determination, the indemnification and
reimbursement provisions of this Consulting Agreement shall apply
and COMPANY shall perform its obligations hereunder to reimburse
CONSULTANT for its expenses).
The provisions of this paragraph 5 shall survive the termination
and expiration of this Consulting Agreement.
6. COMPENSATION.
As compensation for its services hereunder, CONSULTANT shall be
issued options within one hundred twenty (120) days from the date
of this Agreement, (the "Options") to purchase 300,000 shares of
COMMON Stock, $.0001 par value (the "Shares"), of the Company
exercisable at a price of $.10 per share.
7. EXPENSES
CONSULTANT shall be entitled to reimbursement by COMPANY of such
reasonable out-of-pocket expenses as CONSULTANT may incur in
performing services under the Consulting Agreement. Said
reimbursements shall be made within ten (10) days after
submission to COMPANY. Any significant expenses (over $1,000
each) shall be approved in advance by COMPANY.
8. REGISTRATION
COMPANY agrees to provide CONSULTANT with registration rights at
COMPANY's cost and expense and include the underlying shares of
Common Stock in a registration statement on Form S-8 to be filed
by COMPANY with the Securities and Exchange Commission within the
proximate future, provided that the Options may not be exercised
prior to the registration statement filed with the SEC.
9. RELATIONSHIP OF PARTIES
CONSULTANT is an independent contractor, responsible for
compensation of its agents, employees and representatives. as
well as all applicable withholding therefrom and taxes thereon
(including unemployment compensation) and all workmen's
compensation insurance. This Agreement does not establish any
partnership, joint venture, or other business entity or
association between the parties and neither party is intended to
have any interest in the business or property of the other.
10. CONFIDENTIALITY
CONSULTANT will not disclose to any other person, firm or
corporation during the term of this Agreement, any trade secrets
or other information designated as confidential by COMPANY which
is acquired by CONSULTANT in the course of performing services
hereunder. Any financial advice rendered by CONSULTANT pursuant
to this Agreement may not be disclosed publicly in any manner
without the prior written approval of CONSULTANT.
11. ATTORNEY FEES
Should either party default in the terms or conditions of this
Agreement and suit be filed as a result at such default, the
prevailing party shall be entitled to recover all costs incurred
as a result of such default including all costs and reasonable
attorney fees through trial and appeal.
12. WAIVER OF BREACH.
The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as
a waiver of any subsequent breach by the other party.
13. GOVERNING LAW.
This agreement shall be construed according to the laws of
California.
14. NOTICES.
Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and sent by certified mail,
return receipt requested, to the principal office at the party
being notified or by fax, at the aforementioned addresses.
15. ENTIRE AGREEMENT.
This instrument contains the entire agreement of the parties and
may be modified only by agreement in writing, signed by the party
against whom enforcement of any waiver, change, modification,
extension or discharge is sought. If any provision of this
Agreement is declared void, each provision shall be deemed
severed from this Agreement, which shall otherwise remain in full
force and effect. A facsimile signature shall be as binding as
an original signature.
IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound, have executed this Agreement.
GLOBAL VENTURE FUNDING, INC. ROBERT C. BREHM CONSULTING, INC.
/s/ Roger K. Knight /s/ Robert C. Brehm
Roger K. Knight, President Robert C. Brehm, President
___________________________________________________________
EXHIBIT (4)(2)
OPTION AGREEMENT
_________________________________________________________
OPTION TO PURCHASE COMMON STOCK OF
GLOBAL VENTURE FUNDING, INC.
This is to certify that ROBERT C. BREHM CONSULTING, INC.
("Optionee") is entitled, subject to the terms and conditions
hereinafter set forth, to purchase 300,000 shares of Common
Stock, $.0001 par value per share (the "Common Shares") of GLOBAL
VENTURE FUNDING, INC., a Colorado corporation (the "Company"),
from the Company at a price per share and on the terms set forth
herein and to receive a certificate of the Common Shares so
purchased on presentation and surrender to the Company with the
subscription form attached, duly executed and accompanied by
payment of the purchase price of each share purchased either by
cash or by certified cashier's check or other check payable to
the order of the Company.
The purchase rights represented by this Option are exercisable at
a price per Common Share of $.10 commencing July 26, 1996 until
July 26, 1998 or twenty-four months after the S-8 , from which
these shares are issued, is filed and accepted by the Securities
and Exchange Commission which ever date is later.
Subject to the above conditions, the purchase rights represented
by this Option are exercisable at the option of the registered
owner hereof in whole at any time, or in part from time to time,
within the period specified; provided, however, that such
purchase rights shall not be exercisable with respect to a
fraction of a Common Share. In case of the purchase of less than
all the Common Shares purchasable under this Option, the Company
shall cancel this Option on surrender hereof and shall execute
and deliver a new Option of like tenor and date for the balance
of the shares purchasable hereunder.
The Company agrees at all times to reserve and hold available a
sufficient number of Common Shares to cover the number of shares
issuable on exercise of this and all other Options of like tenor
then outstanding.
This Option shall not entitle the holder thereof to any voting
rights or other rights as a stockholder of the Company, or to any
other rights whatever except the rights herein expressed and
such as are set forth, and no dividends shall be payable or
accrue in respect to this Option or the interest represented
hereby or the Common Shares purchasable hereunder until and
unless, and except to the extent that, this Option shall be
exercised.
In the event that the outstanding Common Shares hereunder are
changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another
corporation by reason of merger, consolidation, other
reorganization, recapitalization, reclassification, combination
of shares, stock split-up or stock dividend:
(a) The aggregate number and kind of Common Shares subject
to this Option shall be adjusted appropriately;
(b) Rights under this Option, both as to the number of
subject Common Shares and the Option price, shall be adjusted
appropriately; and
(c) Where dissolution or liquidation of the company or any
merger or combination in which the Company is not a surviving
corporation is involved, this Option shall terminate, but the
registered owner of this Option shall have the right, immediately
prior to such dissolution, liquidation, merger or combination, to
exercise his Option in whole or in part to the extent that it
shall not have been exercised.
The foregoing adjustments and the application of the foregoing
provisions may provide for the elimination of fractional share
interests.
The Option and all the rights hereunder shall not be transferable
otherwise than by will or the laws of descent and distribution
and except to the sole shareholder of Optionee.
The Company shall not be required to issue or deliver any
certificate of Common Shares purchased on exercise of this Option
or any portion thereof prior to the fulfillment of all the
following conditions:
(a) The completion of any registration or other
qualification of such shares under any federal or state law or
under the rulings or regulations of the Securities and Exchange
Commission or any other government regulatory body which is
necessary;
(b) The obtaining of any approval or other clearance from
any federal or state government agency which is necessary.
The Company agrees to file an appropriate registration statement
under the Securities Act of 1933 as soon as practicable in order
to register the underlying Common Shares under such Act.
IN WITNESS WHEREOF, the Company has caused this Option to be
executed by the signature of a duly authorized officer.
GLOBAL VENTURE FUNDING, INC.
By : /s/ Roger Knight
Roger K. Knight, President
Dated July 26, 1996
________________________________________________________________
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights
to purchase Common Shares evidenced by the within Option)
Global Venture Funding, Inc.
628 Las Vegas Blvd. South
Las Vegas, NV 89101
The undersigned hereby irrevocably subscribes for Common Shares
pursuant to and in accordance with the terms and conditions of
this Option, and hereunder makes payment of
$_________________________ therefor, and requests that a
certificate of such Common Shares be issued in the name of the
undersigned and be delivered to the undersigned at the address
stated below, and if such number of shares shall not be all the
shares purchasable hereunder, that a new Option of like tenor for
the balance of the remaining Common Shares purchasable hereunder
shall be delivered to the undersigned at the address stated
below.
Dated: ________________________
Signed : ___________________________
Address : ________________________________________________
_________________________________________________
_____________________________________________________________
EXHIBIT (5)
Opinion of Diane M. Lalosh relating to issuance of shares of
securities pursuant to the above Management Consulting Agreement
_____________________________________________________________
Law Offices of
Diane M. Lalosh
1451 Southwest Blvd., #120-L
Rohnert Park, CA 94928
(707)792-9989
November 20, 1996
Securities and Exchange Commission
450 Fifth Street, N.W. Judiciary Plaza
Washington, DC 20549
RE : GLOBAL VENTURE FUNDING INC.
Ladies and Gentlemen:
This office represents GLOBAL VENTURE FUNDING, INC., a Colorado
corporation (the "Registrant") in connection with the
Registrant's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 300,000 shares of the
Registrant's Common Stock issuable upon exercise of options
issued to Robert C. Brehm Consulting, Inc. (an option to purchase
300,000 shares) for performance of certain consulting and
management services (the "Registered Securities"). In connection
with my representation, I have examined such documents and
undertaken such further inquiry as I consider necessary for
rendering the opinion hereinafter set forth.
Based on the foregoing, it is my opinion the Registered
Securities, when sold as set forth in the Registration Statement,
will be legally issued, fully paid and nonassessable.
I acknowledge that I am referred to under the heading "Legal
Matters" in the Prospectus which is part of the Registrant's Form
S-8 Registration Statement relating to the Registered Securities,
and I hereby consent to such use of my name in such Registration
Statement and to the filing of this opinion as Exhibit 5 to the
Registration Statement and with such state regulatory agencies in
such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in
such states.
/s/ DIANE M. LALOSH
____________________________________________________________
EXHIBIT (23.1)
Consent of Diane M. Lalosh relating to the issuance of shares of
securities pursuant to the above Management Consulting Agreement
____________________________________________________________
CONSENT OF DIANE M. LALOSH
I hereby consent to the use in the Prospectus constituting part
of the Registration Statement on Form S-8 of my opinion dated
November 20, 1996 relating to the registration of the Securities
as therein defined, of GLOBAL VENTURE FUNDING INC., a Colorado
corporation, which is attached as Exhibit 5 therein.
November 20, 1996
/s/ DIANE M. LALOSH
_________________________________________________________________
EXHIBIT (23.2)
Consent of accountant, Bradshaw, Smith & Company relating to
their Independent Auditors Report incorporated by reference to
the September 30, 1996 10-KSB filed with the Securities and
Exchanger Commission
________________________________________________________________
CONSENT OF BRADSHAW, SMITH & COMPANY
The Board of Directors
Global Venture Funding, Inc.
We consent to incorporation by reference in the registration
statement titled "Management Consulting Plan with Robert C. Brehm
Consulting, Inc." on Form S-8 of Global Venture Funding, Inc of
our report dated October 23, 1996, relating to the balance sheet
of Global Venture Funding, Inc. as of September 30, 1996, and the
related statements of operations, changes in stockholders'
deficit, and cash flows for the year then ended, which report
appears in the September 30, 1996 annual report on Form 10-KSB of
Global Venture Funding, Inc.
Las Vegas, Nevada
November 20, 1996
/s/ BRADSHAW, SMITH & COMPANY
