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): August 1, 2004
GFY FOODS, 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
Item 1.01 Entry into a Material Definitive Agreement.
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On August 1, 2004, the Registrant entered into an agreement with
Anastasio Mikroulus ("Mikroulus") to acquire Dionysus, a full service restaurant
located in Worth, Illinois (the "Restaurant"). Under the terms of the Agreement,
the Registrant is to issue $450,000 worth of its $0.001 par value restricted
stock to Mikroulus. The Registrant guarantees that the value of the stock issued
to Mikroulus will be at least $450,000 upon its liquidation or it shall issue
additional shares to Mikroulus or pay him the difference in cash. Further,
should the Registrant not make up the guaranteed value of the shares, the
ownership of the Restaurant shall revert back to Mikroulus.
The Registrant shall receive the benefits of ownership of the
Restaurant from the date of closing until full payment is satisfied, however,
the title shall not transfer to the Registrant until it has satisfied the
guarantee with respect to the value of the stock.
The Registrant also entered into a Consulting Agreement with Mikroulus
on August 1, 2004 to pay Mikroulus a fee of $15,000 per month for a term of two
years. Additionally, the Registrant agreed to pay Mikroulus a bonus payment of
$75,000 in its free-trading common stock to be registered under an S-8
registration.
On August 26, 2004, the Registrant issued 750,000,000 shares of its
restricted stock to Mikroulus. Currently these shares are being held in escrow
until the completion of due diligence and pending closing on the acquisition
under the terms of the Agreement.
After the issuance of the shares to Mikroulus, the Registrant had
1,272,899,537 shares outstanding. As of September 15, 2004, the shares in escrow
in the name of Mikroulus represent approximately 51.2% of the shares outstanding
in the Registrant. The Registrant anticipates closing on the acquisition on or
before October 15, 2004.
Item 3.02 Sales of Unregistered Securities.
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As a result of the Agreement with Anastasio Mikroulus described in Item
1.01 above, the shares in escrow in the name of Mikroulus represent
approximately 51.2% of the total shares outstanding of the Registrant as of
September 15, 2004.
On August 31, 2004, the Registrant issued 120,000,000 shares of its
restricted common stock to Jon H. Marple, a former officer and director of the
Registrant. The Registrant issued these shares in full and final payment of all
liabilities owed to both Jon H. Marple and his wife, Mary E. Blake, also a
former officer and director of the Registrant. As of August 31, 2004, the
Registrant owed Marple, Blake and entities that they control approximately
$55,000. The Registrant valued the issuance at par value of $0.001, or a total
of $120,000. The Registrant has booked the excess of the value of the stock over
the amount of the liability as interest expense. This will result in interest
expense of approximately $65,000 as a result of this stock issuance. The
issuance of the 120,000,000 shares to Jon H. Marple represents 8.48% of the
total shares outstanding of the Registrant as of September 15, 2004.
Item 7. Financial Statements and Exhibits.
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Upon the Closing of the Acquisition, the Registrant will file an
revised Form 8-K. The Registrant will file financial statements required by this
item by amendment not later than 60 days after the Closing date. The Registrant
anticipates closing on this acquisition on or before October 15, 2004.
(c) Exhibits
Exhibit 10.1 Purchase Agreement ("Agreement") by and between GFY Foods, Inc.
("GFY") and Anastasio Mikroulus ("Seller") dated as of August 1, 2004.
Exhibit 10.2 Consulting Agreement by and between GFY Foods, Inc. ("GFY") and
Anastasio Mikroulus ("Consultant") dated as of August 1, 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: September 15, 2004 GFY Foods, Inc.
By: /s/ Ed Schwalb
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Name: Ed Schwalb
Title: President
EXHIBIT INDEX
Number Exhibit Description
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10.1 Purchase Agreement ("Agreement") by and between GFY Foods, Inc. ("GFY")
and Anastasio Mikroulus ("Seller") dated as of August 1, 2004.
10.2 Consulting Agreement by and between GFY Foods, Inc. ("GFY") and
Anastasio Mikroulus ("Consultant") dated as of August 1, 2004.