SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2004
F10 OIL & GAS PROPERTIES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation or Organization)
0-33029
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(Commission File Number)
87-0382438
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(IRS Employer Identification No.)
601 Deerfield Parkway
Buffalo Grove, IL 60089
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(Address of Principal Executive Offices)( Zip Code)
(847) 353-7554
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Registrant's Telephone Number, Including Area Code
111 East 5600 South, Suite 300
Salt Lake City, UT 84107
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(Former Address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On January 7, 2004, F10 Oil & Gas Properties, Inc. (the "Registrant")
entered into an Agreement and Plan of Reorganization (the "Merger Agreement") to
acquire all of the one thousand (1,000) outstanding shares of common stock in
GFY, Inc., a Nevada corporation. The Merger Agreement was closed on January 12,
2004. GFY owns and operates a beverage restaurant located in Buffalo Grove,
Illinois.
Under the terms of the Merger Agreement, the Registrant has issued a
total of 20,000,000 shares of its restricted $0.001 par value common stock to
the shareholders of GFY. As a result, the former shareholders of GFY known own a
total of 60.76% of the Registrants outstanding stock.
Immediately after the closing of the Merger Agreement, Michael Meservy
resigned as president of the Registrant and both Mr. Meservy and Max Campbell
have resigned as directors of the Registrant. The new board consists of Ed
Schwalb, who is also the new president of the Registrant.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As a result of the Merger Agreement described above, the Registrant
acquired all of the assets of GFY. GFY owns and operates a fruit beverage
restaurant.
ITEM 5. OTHER EVENTS.
On January 12, 2004, the Registrant changed its name to GFY Foods, Inc.
and increased its number of authorized shares of $0.001 par value common stock
to 2,000,000,000 from 75,000,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The financial statements required by this item will be filed by
amendment not later than 60 days after January 12, 2004. The pro forma financial
statements required by this item will be filed by amendment not later than 60
days after January 12, 2004.
(c) Exhibits
Exhibit 10.1 Agreement and Plan of Reorganization ("Merger Agreement") by and
among F10 Oil & Gas Properties, Inc., a Nevada corporation ("F10") and GFY,
Inc., an Illinois corporation ("GFY") dated as of January 7, 2004.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: January 12, 2004 F10 Oil & Gas Properties, Inc.
By: /s/ Ed Schwalb
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Name: Ed Schwalb
Title: President
EXHIBIT INDEX
Number Exhibit Description
20 Agreement and Plan of Reorganization ("Merger Agreement") by and among
F10 Oil & Gas Properties, Inc., a Nevada corporation ("F10") and GFY,
Inc., an Illinois corporation ("GFY") dated as of January 7, 2004.