As filed with the Securities and Exchange Commission
on December 23, 1997
Registration No 33-
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 88-0990371
(State or other jurisdiction of (I.R.S. Identification
incorporation or organization) Number)
_________________________
6965 El Camino Real, Suite 105-279
Carlsbad, CA 92009
(760) 436-5485
(Address of Registrant's principal offices, including Zipcode)
_________________________
Compensation Agreements Between Registrant and Conrad Nagel, Pat
Stephenson, Diane M. Lalosh, and Lance W. Bauerlein
(Full title of the Plan)
Robert C. Brehm
6965 El Camino Real, Suite 105-279
Carlsbad, CA 92009
(760) 436-5485
(Name, address and telephone number of agent for service)
_________________________
COPIES TO:
Diane M. Lalosh, Esq.
50 Santa Rosa Ave., Suite 426
Santa Rosa, CA 95404
_________________________
Approximate Date of Proposed Sale to the Public
As soon as practicable after this Registration Statement
becomes effective.
_________________________
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Price Offering Fee (1)
Registered per share Price
Common Stock, 210,000 $1.00 $210,000 $ 100.00
$.0001 Par
Value(1)
=================================================================
(1) Estimated solely for the purpose of calculating the amount of
registration fee pursuant to Rule 457 on the basis of the average
closing bid and asked prices of the Common Stock of the
Registrant as traded in the Over-The-Counter Market and reported
in the Electronic Bulletin Board of the National Association of
Securities Dealers on Dec. 11, 1997.
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 Inside Cover Page of
Pages of Prospectus Prospectus and Outside
Cover Page of Prospectus,
Available Information,
Reports To Shareholders
3. Summary Information, Risk Factors Not Applicable
and 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
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities
Registered
10.Interests of Named Experts and Legal Matters
Counsel
11.Material Changes Not Applicable
12.Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13.Disclosure of Commission Position on Indemnification of
Indemnification for Securities Directors and Officers;
Act Liabilities Undertakings
DATED: December 23, 1997
=================================================================
PROSPECTUS
GLOBAL VENTURE FUNDING INC.
210,000 Shares of Common Stock
ISSUED PURSUANT TO THE COMPENSATION AGREEMENTS WITH CERTAIN
CONSULTANTS AND VENDORS OF REGISTRANT
This prospectus is part of a Registration Statement which
registers an aggregate of 210,000 shares of Common Stock, $.0001
par value (such shares being referred to as the "Shares"), of
GLOBAL VENTURE FUNDING INC. (the "Company") which will be sold by
the Company from time to time, or at any one time, in negotiated
transactions as compensation in lieu of cash pursuant to
Compensation Agreements with are in payment of services
previously rendered, or to be rendered, from various consultants
or vendors to the Company. The Company will pay the costs of
registering the Shares under the Securities Act. The Company will
not receive any proceeds from the sale of 210,000 of the Shares,
but will benefit from the services rendered under the
Compensation Agreements.
The Company has been advised by the Selling Security Holders that
they 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. As of December 11, 1997, the Common
Stock is traded through the Over The Counter Market and is quoted
on the Electronic Bulletin Board under the symbol "BUGS" and the
average of the bid and asked prices for the common stock was
$1.00 per share. The Company's principal executive is located at
6965 El Camino Real, Suite 105-279, Carlsbad, CA 92009 (760)
436-5485.
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 December 23, 1997.
=================================================================
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 NW, Washington D.C., 20549. The Commission
maintains a
Web site that contains reports, proxy and information statements
and other
information regarding issuers that file electronically with the
Commission.
The address of such site is "http://www.sec.gov".
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
210,000 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.
REPORT TO SHAREHOLDERS
The Company intends to furnish to its shareholders annual reports
containing audited financial statements together with an opinion
with
respect thereto by its independent certified public accountants.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling
Security
Holder, the amount of shares of Common Stock to be issued to the
Selling
Security Holder, 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 1,448,054 common shares
outstanding
as of December 11, 1997, and 1,658,054 after this offering). As
soon as
reasonably practicable, after the filing of this Registration
Statement,
the Shares to which this Prospectus relates will be issued by the
Company
from time to time, or at any one time, as compensation pursuant
to
negotiated Compensation Agreements. Unless otherwise indicated,
each of the
stockholders has sole voting and investment power with respect to
shares
beneficially owned. Upon issuance, all Shares will be, duly
authorized,
validly issued, fully paid and nonassessable. All Shares are not
subject to
the provisions of the Employee Retirement Income Security Act of
1974 and
shall not have any restrictions on resale. See also "Description
of
Securities".
================================================================
Name of Selling Number of Common Shares to be Common Shares
Percent
Security Holder Shares Owned Offered to be Owned
Owned
After Offering
After
(1)
Offering
Conrad Nagel 10,000 10,000 10,000 <
1%
Diane M. Lalosh 0 20,000 0
None
Pat Stephenson 0 80,000 0
None
Lance W. Bauerlein 0 100,000 0
None
Total 210,000
=================================================================
=
(1) Beneficial ownership is determined in accordance with the
rules of the
Securities and Exchange Commission and generally includes voting
or
investment power with respect to securities. Shares of Common
Stock
subject to options, warrants and convertible notes currently
exercisable or
convertible, or exercisable or convertible within sixty (60)
days, are
deemed outstanding for computing the percentage of the person
holding such
options but are not deemed outstanding for computing the
percentage of any
one person. Except as indicated by footnote, and subject to
community
property laws where applicable, the persons named on of this
Offering will
be, duly authorized, validly issued, fully paid and
nonassessable.
DESCRIPTION OF SECURITIES
All of the 210,000 shares of Common Stock, par value of $.0001
per share
(the "Common Stock"), offered hereunder are being offered by
Global Venture
Funding, Inc. As of December 11, 1997, the Common Stock is
traded through
the Over The Counter Market and, on this date, the average of the
bid and
asked prices, as quoted on the Electronic Bulletin Board, was
$1.00 per
share.
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 and
Preferred 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 December 11, 1997, there are 1,448,054 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 Common 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 as of December 11, 1997:
500,000 shares have been designated as Series II, and of which
22,506
shares of Series II are currently issued and remain outstanding.
Each
share of Series II preferred stock is entitled to preference upon
liquidation of $1.00 per share for any unconverted shares. Each
Series II
preferred share may be converted to Common stock after a
specified holding
period as follows: after one year, two shares of Common stock;
after two
years, five shares of Common stock; after three years, ten shares
of Common
stock. In November 1996, the Board of Directors changed the
conversion
schedule as follows : Commencing January 1, 1997, each
shareholder shall be
entitled to convert 250 shares (or 5%) of each 5,000 share unit
to 2,500
shares of common stock. The shareholder shall be entitled to
convert the
balance of each unit of Series II Preferred shares at the
conversion rate
of 475 shares of each unit during each six-month period
thereafter
beginning July 1, 1997.
500,000 shares have been designated as Series B, and of which
18,656 shares
of Series B are currently issued and remain outstanding. Each
share of
Series B preferred stock is entitled to preference upon
liquidation of
$1.00 per share for any unconverted shares. Each Series B
preferred share
may be converted to Common stock after a specified holding period
as
follows: after one year, two shares of Common stock; after two
years, five
shares of Common stock. In November 1996, the Board of Directors
changed
the conversion schedule as follows: Commencing January 1, 1997,
each
shareholder shall be entitled to convert 250 shares (or 5%) of
each 5,000
share unit to 1,250 shares of common stock. The shareholder
shall be
entitled to convert the balance of each unit of Series B
Preferred shares
at the conversion rate of 475 shares of each unit during each
six-month
period thereafter beginning July 1, 1997.
50,000 shares have been designated as Series C, and of which
7,015 shares
of Series C are currently issued. Each share of Series C
preferred stock
is entitled to preference upon liquidation of $100 per share for
any
unconverted shares, and the liquidation preference is junior only
to that
of all previously issued preferred shares. Each Series C
preferred share
may be converted to 100 shares of Common stock after a specified
holding
period of one year.
50,000 shares have been designated as Series D, and of which
33,213 shares
of Series D are currently issued and remain outstanding. The
Series D
preferred stock carries no liquidation preferences and is subject
to
forfeiture prior to conversion. Each Series D preferred share
may be
converted to 100 shares of Common stock after a specified holding
period of
one year.
The Company has reserved 17,500,000 shares of its $.0001 par
value Common
stock for conversion of Preferred stock and exercise of stock
options.
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
Preferred Stock and could have the effect of delaying, deferring
or
preventing a change in control of the Company.
Trading Status
The Company is quoted on the Over The Counter Bulletin Board and
trades
under the symbol "BUGS".
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 were reviewed for the Company by Diane M. Lalosh, 50 Santa
Rosa
Ave., Suite 426, Santa Rosa, CA 95404. Diane M. Lalosh is a
beneficial
owner of the Company's common and preferred stock.
PART II
Item 3. Incorporation of 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:
a. The Company's Annual Report on Form 10-KSB filed for the year
ended
September 30, 1996 and the Company's quarterly reports on Form
10-QSB for
the quarters ended December 31, 1996, March 31, 1997 and June 30,
1997;
Current Reports on Form 8-K dated September, 18, 1997, August 18,
1997,
April 25, 1997, and November 18, 1996; and all other reports, if
any, filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange
Act since
the end of the fiscal year ended September 30, 1996. In
addition, a
registration statement on Form S-8, respecting the registration
of shares
of the common stock of the Company issued under the employee
benefit plans
named on the front cover page of the registration statement was
filed with
the Securities and Exchange Commission on November 20, 1996 under
SEC File
No. 333-16467. An additional registration statement on Form S-8,
respecting
the registration of shares of the common stock of the Company
issued under
the employee benefit plans named on the front cover page of the
registration statement was filed with the Securities and Exchange
Commission on January 16, 1997 under SEC File No. 333-19881. An
additional
registration statement on Form S-8, respecting the registration
of shares
of the common stock of the Company issued under the employee
benefit plans
named on the front cover page of the registration statement was
filed with
the Securities and Exchange Commission on September 25, 1997,
under SEC
File No. 333-36333. An additional registration statement on Form
S-8,
respecting the registration of shares of the common stock of the
Company
issued under the employee benefit plans named on the front cover
page of
the registration statement was filed with the Securities and
Exchange
Commission on December 23, 1997.
b. 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,
6965 El Camino Real, Suite 105-279, Carlsbad, CA 92009, (760)
436-5485.
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 Consultants and vendors who received the Shares
of the
Registrant were knowledgeable, sophisticated and had access to
comprehensive information relevant to the Registrant, such
transactions
were undertaken in reliance on the exemption from registration
provided by
Section 4(2) of the Act.
Item 8. Exhibits
Exhibit # Description
5 Opinion of Diane M. Lalosh, consent included, relating to the
issuance of
the shares of securities pursuant to the Compensation Agreements.
23.1 Consent of Diane M. Lalosh.
23.2 Consent of Independent Auditors, Bradshaw, Smith & Company,
Las Vegas,
NV
99.1 Compensation Agreement with Conrad Nagel
99.2 Compensation Agreement with Patrick Stephenson
99.3 Compensation Agreement with Diane M. Lalosh
99.4 Compensation Agreement with Lance W. Bauerlein
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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if
the registration statement is on Form S-3, Form S-8, and the
information
required to be included in the post-effective amendment by those
paragraphs
is contained in periodic reports filed by the Registrant pursuant
to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as
amended, that are incorporated by reference in the registration
statement.
(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, as
amended the
Registrant has duly caused this registration statement to be
signed on its
behalf by the undersigned, thereunto duly authorized in the city
of
Carlsbad, CA on December 23, 1997.
GLOBAL VENTURE FUNDING, INC.
By: __/s/ Robert C.
Brehm____________________
Robert C. Brehm, President
Pursuant to the requirements of the Securities Act of 1933, the
following
persons in the capacities indicated on December 23, 1997 have
signed the
registration statement below
_/s/ Robert C. Brehm____________________________ President
and
Director
Robert C. Brehm
_/s/ Roger K. Knight____________________________ Director
Roger K. Knight
_/s/ Mery Robinson____________________________ Director
Mery Robinson
Being all the members of the Registrant's Board of Directors
=================================================================
==========
EXHIBIT 5
Opinion of Diane M. Lalosh relating to
issuance of shares of securities pursuant to the above
Compensation Agreements
Law Offices of Diane M. Lalosh
50 Santa Rosa Ave., Suite 426
Santa Rosa, CA 95404
December 23, 1997
Securities and Exchange Commission
450 Fifth Street, NW 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
210,000 shares of the Registrant's Common Stock issuable pursuant
to
"Compensation Agreements Between Registrant and Conrad Nagel, Pat
Stephenson, Diane M. Lalosh, and Lance W. Bauerlein" 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 December
23, 1997
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.
December 23, 1997
/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 Exchange 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 "Compensation Agreements Between Registrant and Conrad
Nagel, Pat
Stephenson, Diane M. Lalosh, and Lance W. Bauerlein" 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
December 23, 1997
/s/ BRADSHAW, SMITH & COMPANY
=================================================================
=======
EXHIBIT 99.1
COMPENSATION AGREEMENT WITH CONRAD NAGEL
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
CONRAD NAGEL
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 11th day of December, 1997 by
and between
Global Venture Funding, Inc., a corporation organized under the
laws of the
state of Colorado with a place of business at 6965 El Camino
Real, Suite
105-279, Carlsbad, CA 92009 (hereinafter referred to as
"Global"), and
Conrad Nagel, an individual, with a place of business at 2312
Echo Mesa
Drive, Las Vegas, NV 89134 (hereinafter referred to as
"Consultant"). In
consideration of the promises and mutual covenants contained
herein and on
the terms and conditions hereinafter set forth, it is agreed as
follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global
the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to business development and
marketing
plans, financial accounting, CPA interface and liaison, and
accounts
payable negotiation;
(ii) Advice with respect to short and long term strategic
business plans,
strategic alliances and potential acquisitions and/or joint
ventures; and
(iii) Other related services deemed necessary and requested
by Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the period
through September 30, 1998 by initially delivering Ten Thousand
(10,000)
shares of Common Stock of Global, par value $.0001 per share)
(the
"Shares") in lieu of any cash payment for the Services. The
Shares shall be
free and clear of all liens and shall be registered by Global, at
its
expense, with the Securities and Exchange Commission on Form S-8
as soon as
practicable after the date hereof. Additional compensation, if
any, in cash
or stock, will be issued, as needed and mutually agreed upon by
both Global
and Consultant. (b) In addition to the compensation set forth in
paragraph
2(a) above, the Company agrees to reimburse Consultant for
reasonable
out-of-pocket expenses actually incurred by Consultant in the
performance
of the Services and pre-approved in advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force
and effect
at the date first written above and shall remain in force and
effect for a
period ending on September 30, 1998, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order to
permit him to perform the Services required under this Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive from
Global the consent of Global in writing to disclose it. However,
nothing
herein shall be interpreted as preventing Consultant from
disclosing and/or
using said information or documents which (i) are already
rightfully in the
possession of Consultant without obligation of confidence, but
were not
obtained directly or indirectly from Global or its affiliates; or
(ii) are
independently developed by Consultant not as part of the Services
rendered
or called for under the terms of this Agreement; or (iii) are or
become
available to the general public without breach of this Agreement;
or (iv)
are rightfully received by Consultant from a third party who is
not under
obligation of confidence, but who did not obtain them directly or
indirectly from Global or its affiliates; or (v) are required to
be
disclosed pursuant to law or court order, or as may be authorized
by
Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment
or for any matters, except for willful malfeasance, bad faith or
gross
negligence in the performance of the Services or the reckless
disregard of its obligations and duties under the terms of this
Agreement.
It is further agreed and understood that Consultant may rely upon
information furnished to it by Global which Consultant reasonably
believes
to be accurate and reliable and that, except as provided herein,
Consultant
shall not be accountable for any loss suffered by Global by the
reason of
Global's action or non-action on the basis of any advice,
recommendation or
approval of Consultant, its partners, officers, directors,
employees or
agents, except as provided above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no
way
creates, nor shall this Agreement be interpreted or construed as
creating,
an employment, agency, partnership or joint venture relationship
between
Global and Consultant and it is understood Consultant will be
acting as an
independent contractor.
7. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services
to other companies which may or may not have policies and conduct
activities similar to those of Global. Consultant shall be free
to render
such advice and other services and Global hereby consents
thereto.
Consultant shall not be required to devote its full time and
attention to
the performance of the Services hereunder to Global, but shall
only devote
so much of its time and attention as Global and Consultant
mutually deem
reasonable and necessary for such Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global to
take any action contrary to its Certificate of Incorporation or
by-laws, or
any applicable statute or regulation, or to deprive its Board of
Directors
of their responsibility for any control of the conduct or the
affairs of
Global.
c. This Agreement shall constitute the entire agreement between
Global and
Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance with,
the laws of the State of California.
e. In the event of any litigation between the parties to
declare or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other recovery
and costs, reasonable attorney's fees and costs incurred in such
litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
CONRAD NAGEL GLOBAL VENTURE FUNDING, INC.
By: /s/ Conrad Nagel By: /s/ Robert C. Brehm
------------------------
- ------------------------------
Conrad Nagel Robert C. Brehm
President and Chief Executive
Officer
=================================================================
=========
EXHIBIT 99.2
COMPENSATION AGREEMENT WITH PATRICK STEPHENSON
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
PATRICK STEPHENSON
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 11th day of December, 1997 by
and between
Global Venture Funding, Inc., a corporation organized under the
laws of the
state of California with a place of business at 6965 El Camino
Real, Suite
105-279, Carlsbad, CA 92009 (hereinafter referred to as
"Global"), and
Patrick Stephenson, an individual, with a place of business at
5747
Richmond Ave., Houston, TX 77057 (hereinafter referred to as
"Consultant"). In consideration of the promises and mutual
covenants
contained herein and on the terms and conditions hereinafter set
forth, it
is agreed as follows:
1. PROVISION OF SERVICES - Consultant has provided management
consulting
services regarding cellular operations at C99 of Houston since
November 1,
1996 until October 31, 1997 and has subsequently been consulting
in the
spin-off of this business unit from Global. As compensation for
these past
services and for completion of the sale of Cellular 99 of Houston
by
December 31, 1997, Consultant has agreed to accept payment in the
form of
common shares of Global Stock.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder by
delivering
Eighty Thousand (80,000) shares of Common Stock of Global, par
value $.0001
per share) (the "Shares") in lieu of any cash payment for the
Services. The
Shares shall be free and clear of all liens and shall be
registered by
Global, at its expense, with the Securities and Exchange
Commission on Form
S-8 as soon as practicable after the date hereof.
3. TERM & TERMINATION - This Agreement shall enter into force
and effect
at the date first written above and shall remain in force and
effect for a
period ending on December 31, 1997, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order to
permit him to perform the Services required under this Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive from
Global the consent of Global in writing to disclose it. However,
nothing
herein shall be interpreted as preventing Consultant from
disclosing and/or
using said information or documents which (i) are already
rightfully in the
possession of Consultant without obligation of confidence, but
were not
obtained directly or indirectly from Global or its affiliates; or
(ii) are
independently developed by Consultant not as part of the Services
rendered
or called for under the terms of this Agreement; or (iii) are or
become
available to the general public without breach of this Agreement;
or (iv)
are rightfully received by Consultant from a third party who is
not under
obligation of confidence, but who did not obtain them directly or
indirectly from Global or its affiliates; or (v) are required to
be
disclosed pursuant to law or court order, or as may be authorized
by
Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment
or for any matters, except for willful malfeasance, bad faith or
gross
negligence in the performance of the Services or the reckless
disregard of
its obligations and duties under the terms of this Agreement. It
is further
agreed and understood that Consultant may rely upon information
furnished
to it by Global which Consultant reasonably believes to be
accurate and
reliable and that, except as provided herein, Consultant shall
not be
accountable for any loss suffered by Global by the reason of
Global's
action or non-action on the basis of any advice, recommendation
or approval
of Consultant, its partners, officers, directors, employees or
agents,
except as provided above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no
way
creates, nor shall this Agreement be interpreted or construed as
creating,
an employment, agency, partnership or joint venture relationship
between
Global and Consultant and it is understood Consultant will be
acting as an
independent contractor.
8. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services
to other companies which may or may not have policies and conduct
activities similar to those of Global. Consultant shall be free
to render
such advice and other services and Global hereby consents
thereto.
Consultant shall not be required to devote its full time and
attention to
the performance of the Services hereunder to Global, but shall
only devote
so much of its time and attention as Global and Consultant
mutually deem
reasonable and necessary for such Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global to
take any action contrary to its Certificate of Incorporation or
by-laws, or
any applicable statute or regulation, or to deprive its Board of
Directors
of their responsibility for any control of the conduct or the
affairs of
Global.
d. This Agreement shall constitute the entire agreement between
Global and
Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto. This Agreement
supercedes
any existing agreements between the parties.
d. This Agreement shall be governed by, and construed in
accordance with,
the laws of the State of California.
e. In the event of any litigation between the parties to
declare or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other recovery
and costs, reasonable attorney's fees and costs incurred in such
litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
PATRICK STEPHENSON GLOBAL VENTURE FUNDING,
INC.
By: /s/ Patrick Stephenson By: /s/ Robert C.
Brehm
------------------------
- ------------------------------
Patrick Stephenson Robert C. Brehm
President and Chief Executive
Officer
=================================================================
=========
EXHIBIT 99.3
COMPENSATION AGREEMENT WITH DIANE M. LALOSH
DEBT CONVERSION TO COMMON STOCK AGREEMENT
BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
DIANE M. LALOSH
THIS DEBT CONVERSION AGREEMENT (hereinafter referred to as the
"Agreement"),effective as of the 18th day of December, 1997 by
and between
Global Venture Funding, Inc.. a corporation organized under the
laws of the
state of Colorado with a place of business at 6965 El Camino
Real, Suite
105-279, Carlsbad, CA 92009, (hereinafter referred to as
"Global"), and
Diane M. Lalosh, an individual, with a place of business at 50
Santa Rosa
Ave., Suite 426, Santa Rosa, California 95404 (hereinafter
referred to as
"Lalosh").
In consideration of services already provided by Lalosh for
Global,
specifically identified by Lalosh memorandum for $16,244.39 dated
December
16, 1997, Global and Lalosh agree to the following:
1. Global agrees to issue 20,000 (Twenty Thousand) shares of
Global
Common Stock par value $.0001, for the purposes of this
Agreement, valued
at $1.00 per share. The Shares shall be free and clear of all
liens and
shall be registered by Global, at its expense, with the
Securities and
Exchange Commission on Form S-8 as soon as practicable after the
date
hereof.
2. Global also agrees to reimburse in cash any shortfall in the
value of
the Common Stock in the event that the closing bid price of the
stock, when
sold, does not meet or exceed $1.00 per share on the close of the
10th
business day after the execution of this agreement. In the event
the
closing bid price, or the amount realized from the sale of the
stock is
equal or greater than $1.00, Lalosh agrees to credit the excess
to any
remaining balance due on the December 16, 1997 memorandum and as
a credit
against future services.
3. This agreement shall be governed by, and construed in
accordance with,
the law of the State of California.
4. In the event of any litigation between the parties to declare
or enforce
any provision of this Agreement, the prevailing party shall be
entitled to
recover from the losing party, in addition to any other recovery
and costs,
reasonable attorney's fees and costs incurred in such litigation,
in both
the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
DIANNE L. LALOSH GLOBAL VENTURE FUNDING, INC.
By: /s/ Diane M. Lalosh By: /s/ Robert C. Brehm
---------------------------
- -----------------------------------
Diane M. Lalosh Robert C. Brehm
An individual President and Chief Executive
Officer
=================================================================
==========
EXHIBIT 99.4
COMPENSATION AGREEMENT WITH LANCE W. BAUERLEIN
Letter Agreement
With
Lance W. Bauerlein
LETTER AGREEMENT
December 3, 1997
TO: Global Venture Funding, Inc. (A Colorado Corp.)
6965 El Camino Real, Suite 105-279
Carlsbad, CA 92009
Attn: ROBERT C. BREHM, President
Gentlemen:
This letter will confirm my engagement by you to provide investor
relations
services on your behalf; including, but not limited to, (1)
informing
numerous members of the brokerage community in North America of
your
existence, financial structure and plans for the future, (2)
disseminating
company news releases and financial reports to brokers,
professional
investors and money managers, and (3) persuading various
financial media to
feature you on a favorable basis.
In connection with this Letter Agreement - which shall continue
through the
31st day of March 1998 - I shall receive a retainer in the amount
of
$52,500 to be paid by issuing me 100,000 restricted common shares
of "BUGS"
valued at $15,000 and 100,000 shares of free-trading common
shares of
"BUGS" valued at $37,500. Said shares shall be issued promptly
upon
execution of this Letter Agreement.
Should we mutually agree to do so after the expiration of this
Letter
Agreement, a new agreement may be entered into for any work to be
performed
after March 31, 1998.
All work I do with respect to this Letter Agreement shall be as
an
independent contractor on a non-exclusive, best efforts basis.
Yours very Truly, Agreed to and Accepted by
Global Venture Finding, Inc.
/s/ Lance W. Bauerlein /s/ Robert C. Brehm,
President
___________________________
__________________________
Lance W. Bauerlein Robert C. Brehm, President
