As filed with the Securities and Exchange Commission on July 20, 1998
Registration No 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
U.S. MICROBICS, INC.
(Exact name of registrant as specified in its charter)
(formerly Global Venture Funding, Inc.)
________________________
Colorado 88-0990371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
________________________
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, Marc L. Baker Consulting, Inc., 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
50 Santa 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 Securities Amount to be Proposed Proposed Maximum Amount of
to be Registered Registered Maximum Aggregate Offering Registration
Offering Price Price Fee(1)
Per Share
- -------------------------------------------------------------------------
Common Stock, 150,000 $1.50 $225,000 $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 price 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 July 15, 1998.
U.S. MICROBICS, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number Caption in Prospectus
and Caption
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover Page of Statement and Cover Page of
Prospectus Prospectus
2. Inside Front and Outside Back Inside Cover Page of Prospectus and
Cover Pages of Prospectus Outside Cover Page of Prospectus,
Available Information, Reports To
Shareholders
3. Summary Information, Risk Not Applicable
Factors 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 Description of Securities
be Registered
10. Interests of Named Experts and Legal Matters
Counsel
11. Material Changes Not Applicable
12. Incorporation of Certain Incorporation of Certain Documents
Information by Reference by Reference
13. Disclosure of Commission Indemnification of Directors and
Position on Indemnification for Officers; Undertakings
Securities Act Liabilities
DATED: July 20, 1998
PROSPECTUS
U.S. MICROBICS, INC.
150,000 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 150,000 shares of Common Stock, $.0001 par value (such shares
being referred to as the "Shares"), of U.S. MICROBICS, 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 which 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
150,000 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 July 15, 1998, 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 bid price for the
common stock was $1.50 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 July 20, 1998.
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
150,000 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 3,248,273 common shares outstanding as of June 30,
1998, and 3,398,273 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 to be
Security Holder Shares Owned Offered to be owned owned After
After Offering (1) Offering
- -----------------------------------------------------------------------
Conrad Nagel 10,000 20,000 10,000 < 1%
Marc L. Baker 200,000 80,000 280,000 8.2%
Lance W. Bauerlein 100,000 50,000 150,000 4.4%
Total 150,000
- ------------------------------------------------------------------------
(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 have sole voting and
investment power with respect to the shares of Preferred shown as
beneficially owned by them.
DESCRIPTION OF SECURITIES
All of the 150,000 shares of Common Stock, par value of $.0001 per share
(the "Common Stock"), offered hereunder are being offered by U.S. Microbics,
Inc. As of July 15, 1998, 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 $1.50 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 June 30, 1998, there are 3,248,273 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 June 30, 1998:
As of June 30, 1998, 500,000 shares have been designated as Series II, and of
which 21,809 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.
As of June 30, 1998, 500,000 shares have been designated as Series B, and of
which 17,606 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.
As of June 30, 1998, 50,000 shares have been designated as Series C, and of
which 15,960 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.
As of June 30, 1998, 50,000 shares have been designated as Series D, and of
which 20,513 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
assuming the maximum number of shares of each class of preferred shares were
issued and converted. Based upon the issued and outstanding preferred
shares as of June 30, 1998, the equivalent number of common shares which can
be converted from preferred shares by class is as follows: Class II -
218,092, Class B - 88,478, Class C - 1,596,000, Class D - 2,051,300.
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, 1997 and the Company's quarterly reports on Form 10-QSB for
the quarters ended December 31, 1997, March 31, 1998; Current Reports on
Form 8-K dated September, 18, 1997, August 18, 1997, April 25, 1997, 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, 1997. 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 December
24, 1997 under SEC File No. 333-43295. An addition 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
addition 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 July 17, 1998 .
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 Marc L. Baker Consulting, Inc.
99.3 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 July 20, 1998.
U.S. MICROBICS, 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 July 20, 1998 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
/s/ Steve Hopkins Director
Steve Hopkins
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
July 17, 1998
Securities and Exchange Commission
450 Fifth Street, NW Judiciary Plaza
Washington, DC 20549
RE : U.S. MICROBICS, INC.
Ladies and Gentlemen:
This office represents U.S. MICROBICS, 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 150,000 shares of the
Registrant's Common Stock issuable pursuant to "Compensation Agreements
Between Registrant and Conrad Nagel, Marc L. Baker Consulting, Inc., 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 July 17, 1998
relating to the registration of the Securities as therein defined, of U.S.
MICROBICS, INC., a Colorado corporation, which is attached as Exhibit 5
therein.
July 17, 1998
/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,
1997 10-KSB filed with the Securities and Exchange Commission
________________________________________________________________
CONSENT OF BRADSHAW, SMITH & COMPANY
The Board of Directors
U.S. Microbics, Inc.
(formerly Global Venture Funding, Inc.)
We consent to incorporation by reference in the registration statement
titled "Compensation Agreements Between Registrant and Conrad Nagel, Marc L.
Baker Consulting, Inc., and Lance W. Bauerlein" on Form S-8 of U.S.
Microbics, Inc. (formerly Global Venture Funding, Inc.) of our report dated
January 21, 1998, relating to the balance sheet of U.S. Microbics, Inc.
(formerly Global Venture Funding, Inc.) as of September 30, 1997, 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, 1997
annual report on Form 10-KSB of U.S. Microbics, Inc. (formerly Global Venture
Funding, Inc.)
Las Vegas, Nevada
July 17, 1998
/s/ BRADSHAW, SMITH & COMPANY
- --------------------------------------------------------------------------
EXHIBIT 99.1
COMPENSATION AGREEMENT WITH CONRAD NAGEL
May 18, 1998
TO: U.S. Microbics, 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 consulting services
on your behalf; 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 U.S.
Microbics, Inc.
In connection with this Letter Agreement - which shall continue through the
30th day of September 1998 - I shall receive a retainer in the amount of
$25,000 to be paid by issuing me 20,000 free trading common shares of "BUGS"
valued at $1.25/share. Said shares shall be issued promptly upon execution
of this Letter Agreement.
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
Conrad Nagel U.S. Microbics, Inc.
/s/ Conrad Nagel /s/ Robert C. Brehm, President
Conrad Nagel Robert C. Brehm, President
- ------------------------------------------------------------------------
EXHIBIT 99.2
CONSULTING SERVICES AGREEMENT BETWEEN
U.S. MICROBICS, INC. AND
MARC L. BAKER CONSULTING, INC.
May 18, 1998
TO: U.S. Microbics, 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 December 1998 - I shall receive a retainer in the amount of
$100,000 to be paid by issuing me 80,000 free trading common shares of
"BUGS" valued at $1.25/share. 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 December 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
Marc L. Baker Consulting, Inc. U.S. Microbics, Inc.
/s/ Marc L. Baker /s/ Robert C. Brehm, President
Marc L. Baker, President Robert C. Brehm, President
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EXHIBIT 99.3
COMPENSATION AGREEMENT WITH LANCE W. BAUERLEIN
Letter Agreement With Lance W. Bauerlein
May 18, 1998
TO: U.S. Microbics, Inc. (A Colorado Corp.)
6965 El Camino Real, Suite 105-279
Carlsbad, CA 92009
Attn: ROBERT C. BREHM, President
Gentlepersons:
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
30th day of September 1998 - I shall receive a retainer in the amount of
$62,500. Said amount is to be paid by issuing me 50,000 free trading common
shares of "BUGS" at a deemed value of $1.25/share. I shall also be granted
an irrevocable option expiring October 1, 1999 to purchase 250,000
restricted common shares of BUGS at the greater of $1.50 per share or the
highest closing bid price per share as quoted on the NASD OTC Bulletin Board
on September 30, 1998.
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 September 30, 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
U.S. Microbics, Inc.
/s/ Lance W. Bauerlein /s/ Robert C. Brehm, President
Lance W. Bauerlein Robert C. Brehm, President
