As filed with the Securities and Exchange Commission on January
14, 1997
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 incorporation or
organization)(I.R.S. Employer Identification No.)
628 Las Vegas Blvd. South
Las Vegas, NV 89101
(702) 233-6638
(Address of Registrant's principal offices, including zip code)
MANAGEMENT CONSULTING PLAN WITH ROBERT EPSTEIN
(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
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
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price per Aggregate Offering Registration
Share Price Fee
- -------------------------------------------------------------------------------------------
Common Stock, 100,000 $1.50 $ 150,000 $ 100.00
$.0001 Par Value (1)
- -------------------------------------------------------------------------------------------
(1) The registration fee is based upon a price of $1.50 per share. The price
is determined accordingly by reference to the Agreement price provisions of
the Issuer and the fair market value of the stock at the time of issuance.
</TABLE>
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 Registration Statement
and Outside Front Cover Page of and Cover Page of Prospectus
Prospectus
2. Inside Front and Outside Back Cover Inside Cover Page of Prospectus and
Pages of Prospectus 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 Securities; Management
Registered Consulting Agreement with Robert
Epstein
10.Interests of Named Experts and Counsel Legal Matters
11.Material Changes Not Applicable
12.Incorporation of Certain Information Incorporation of Certain Documents by
by Reference Reference
13.Disclosure of Commission Position on Indemnification of Directors and
Indemnification for Securities Act Officers; Undertakings
Liabilities
DATED: January 14, 1997
PROSPECTUS
GLOBAL VENTURE FUNDING INC.
100,000 Shares of Common Stock
ISSUED PURSUANT TO
THE COMPANY'S MANAGEMENT CONSULTING AGREEMENT
WITH ROBERT EPSTEIN
This prospectus is part of a Registration Statement which registers an
aggregate of 100,000 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 to Robert Epstein, a consultant to the Company
(the "Consultant") pursuant to a written Management Consulting Agreement
dated December 16, 1996 (the "Consulting Agreement") providing for the
issuance of Shares. 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 Over The Counter Bulletin
Board market, in negotiated transaction, 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 January 14, 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 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 100,000 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, 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 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 EPSTEIN
General
On December 16, 1996, the Company entered into a Management Consulting
Agreement with Robert Epstein pursuant to which the Company agreed to issue
to the Consultant 100,000 shares of Common Stock of the Company in consid-
eration for consulting services to be provided to the Company over an
anticipated twelve month period commencing as of the date of the agreement.
The term of the Management Consulting Agreement shall be twelve 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 implementa-
tion 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
100,000 shares of Common Stock of the Company over the aforementioned period
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.
Restrictions Under Securities Laws
The sale of any shares of Common Stock 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 and the percentage of
shares of Common Stock to be owned by the Selling Security Holder following
completion of such offering (based upon 3,582,513 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.
<TABLE>
<CAPTION>
<C> <C> <C> <C> <C>
Name of Selling Number of Shares to be Shares to be Percent to be owned
Security Holder Shares Owned Offered Owned After After Offering
Offering
- ----------------------------------------------------------------------------------
Robert Epstein 100,000(1) 100,000 0 none
- ----------------------------------------------------------------------------------
(1) The compensation for such services includes 100,000 shares of the
Company's common stock issuable to Robert Epstein for certain advisory
and consulting services.
</TABLE>
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 3,582,513 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 outstand-
ing 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 50,000,000 shares of Preferred Stock, $.10 par
value, of which 500,000 shares have been designated as Series II, and of
which 500,000 shares of Series II are currently issued and remain outstand-
ing; 500,000 shares have been designated as Series B, and of which 397,800
shares of Series B are currently issued and remain outstanding; 50,000 shares
have been designated as Series C, and of which 3,300 shares of Series C are
currently issued and remain outstanding; 50,000 shares have been designated
as Series D, and of which 10,750 shares of Series D are currently issued and
remain outstanding. The Company currently has no plans to issue any add-
itional preferred stock. The Board of Directors of the Company has authority,
however, 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 currently trades on the Over The Counter Bulletin Board 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 a beneficial owner of
the Company's common 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 Epstein
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, included in opinion in Exhibit 5 hereto.
23(2) Consent of Independent Auditor's, BRADSHAW, SMITH & COMPANY
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
January 14, 1997.
GLOBAL VENTURE FUNDING, INC.
By : /s/ 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 January 14, 1997
/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 Epstein
MANAGEMENT CONSULTING AGREEMENT
This Consulting Agreement, made as of December 16, 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 Epstein, 50
Sandringham Road, Piedmont, CA 94611 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 12 months thereafter.
3. DUTIES OF CONSULTANT
(a) CONSULTANT shall act, generally, as both managerial and marketing
counsel, essentially acting as the following:
(1) as an advisor to the COMPANY with respect to customer communications
and information (e.g., advertising, public relations, financial reports, etc.,)
as well as planning, designing, developing, organizing, writing and distribut-
ing 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 establish-
ing, and advising the COMPANY with respect to:
(1) Selection of advertising media for public relations and customer and
prospect marketing;
(2) CONSULTANT shall implement advertising media campaign programs for
corporate investor relations and retail store promotions.
(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, customers and prospects, 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 commun-
ications 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, how-
ever, 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
100,000 shares of COMMON Stock, $.0001 par value (the "Shares") issued upon
commencement of the Consultant Agreement.
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 which are pre-approved by the COMPANY. Said
reimbursements shall be made within ten (10) days after submission to COMPANY.
8. REGISTRATION
COMPANY agrees to provide CONSULTANT with registration rights at COMPANY's
cost and expense and include 100,000 shares of Common Stock, in a registrat-
ion statement to be filed by COMPANY with the Securities and Exchange
Commission immediately upon execution of this Agreement on Form S-8.
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 sub-
sequent 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 afore-
mentioned 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 EPSTEIN
/s/ Robert M. Dolan /s/ Robert Eppstein
Robert M. Dolan, President Robert Epstein, President
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
January 14, 1997
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
100,000 shares of the Registrant's Common Stock issued to Robert Epstein for
performance of certain consulting and management services (the "Registered
Securities"). In connection with our 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 January 14, 1997 by
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.
January 14, 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 10KSB filed with the Securities and Exchanger Commission
CONSENT OF BRADSHAW, SMITH & COMPANY
BRADSHAW, SMITH & CO.
5851 West Charleston
Las Vegas, NV 89102
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Global Venture Funding, Inc.
We consent to incorporation by reference in the registration statement titled
"Management Consulting Plan with Robert Epstein" 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
January 9, 1997
/s/ BRADSHAW, SMITH & COMPANY
