SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

GFY Foods, Inc.
---------------
(Exact name of registrant as specified in its charter)

Nevada 87-0382438
-------- ------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)

601 Deerfield Parkway, Buffalo Grove, IL 60089
----------------------------------------------
(Address of principal executive offices)

2004 Executive Bonus
--------------------
(Full title of the plan)

Edward E. Schwalb, 601 Deerfield Parkway,
Buffalo Grove, Illinois 60089
-----------------------------
(Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service: (847) 353-7554
--------------

CALCULATION OF REGISTRATION FEE
======================= ================ ================== ================ ================
Proposed Maximum Proposed Maximum
Title of Securities Amounts to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price Registration Fee
- ----------------------- --------------- ------------------- ---------------- ----------------

Common Stock, 24,000,000 $0.001 $24,000 $3.04
$0.001 par value
======================= ================ ================== ================ ================

(1) The Shares of the Company to which this Reoffering Prospectus relates
are being registered for reoffer and resale by the Selling Shareholder,
who acquired the Shares as salary and bonus for services he provided to
the Company. The Selling Shareholder may resell all, a portion or none
of such Shares from time to time.

(2) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h)(1) of the Securities Act of
1933, based on the average bid and asked price of the registrant's
common stock as of September 9, 2004, a date within five business days
prior to the date of filing of this registration statement.

REOFFERING PROSPECTUS
GFY FOODS, INC.
601 DEERFIELD PARKWAY, BUFFALO GROVE, ILLINOIS 60089
TELEPHONE (847) 353-7554

November 12, 2004
24,000,000 SHARES COMMON STOCK

The shares of common stock, $0.001 par value, of GFY Foods, Inc. ("the
"Company") offered hereby (the "Shares") will be sold from time to time by the
individual listed under the Selling Shareholder section of this document (the
"Selling Shareholder"). The Selling Shareholder acquired the Shares as employee
compensation to him as an officer of the Company for services that the Selling
Shareholder provided to the Company.

The sales may occur in transactions on the Nasdaq over-the-counter bulletin
board market at prevailing market prices, in block transactions with market
makers, or in negotiated transactions. The Company will not receive proceeds
from any of the sale of the Shares. The Company is paying for the expenses
incurred in registering the Shares.

The Shares are "restricted securities" under the Securities Act of 1933 (the
"1933 Act") before their sale under the Reoffering Prospectus. The Reoffering
Prospectus has been prepared for the purpose of registering the Shares under the
1933 Act to allow for future sales by the Selling Shareholder to the public
through compliance with Rule 144(e). Rule 144(e) subjects Selling Shareholder to
a limitation on the number of shares which can be sold in any ninety day period.
Selling Shareholder will be limited to selling a maximum number of shares in any
ninety day period, which number does not exceed one percent (1%) of the issued
and outstanding shares of the Company (approximately 34,767,349 shares).

To the knowledge of the Company, the Selling Shareholder has no arrangement at
this time with any brokerage firm for the sale of the Shares. However, the
Shareholders may at some future time arrange for block transactions with a
Broker-Dealer. The Selling Shareholder may be deemed to be an "underwriter"
within the meaning of the 1933 Act. Any commissions received by a broker or
dealer in connection with resales of the Shares may be deemed to be underwriting
commissions or discounts under the 1933 Act.

The Company's common stock is currently traded on the Nasdaq Over-the-Counter
Bulletin Board under the symbol "GFYO."

The purchase of these securities involves a high degree of risk. See Risk
Factors at page 4.

This investment involves a high degree of risk. Please see "Risk Factors"
beginning on page 4. Certain statements contained in this Prospectus, including,
without limitation, statements containing the words "believes," "anticipates,"
"estimates," "expects," and words of similar import, constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements relate to our future plans, objectives, expectations and
intentions. In evaluating these statements, you should consider the various
factors identified in "Risk Factors" section contained herein, which identify
important considerations that could cause actual results to differ materially
from those contained in the forward-looking statements. Such forward-looking
statements speak only as of the date the statement is made, and the
forward-looking information and statements should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFERING PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

EXPLANATORY NOTE

This Reoffering Prospectus is being filed by GFY Foods, Inc., a Nevada
Corporation (the "Company") in conjunction with the Company's filing of a
Registration Statement on Form S-8 under the Securities Act of 1933, as amended
(the "1933 Act"), registering 1,000,000,000 shares of the Company's common
stock, $0.001 par value, which are to be issued to Officers, employees and
consultants of the company for services rendered to the Company. Under cover of
the Form S-8 is a Reoffering Prospectus that the Company has prepared in
accordance with Part I of Form S-3 under the 1933 Act, as per General
Instruction C(1)(a) of Form S-8. The Reoffering Prospectus may be utilized for
reofferings and resales of up to 24,000,000 shares of common stock acquired by
the Selling Shareholder.

TABLE OF CONTENTS

Risk Factors .................................................................4
Use of Proceeds ..............................................................11
Selling Security Holders .....................................................11
Plan of Distribution..........................................................12
Description of Securities ....................................................13
Interest of Named Experts and Counsel ........................................13
Incorporation of Certain Information by Reference ............................14
Indemnification of Directors and Officers ....................................15
Dilution .....................................................................17
Signatures ...................................................................18

The date of this Prospectus is November 12, 2004. You should only rely on the
information incorporated by reference or provided in this Reoffering Prospectus
or any supplement. We have not authorized anyone else to provide you with
different information. The common stock is not being offered in any state where
the offer is not permitted. You should not assume that the information in this
Reoffering Prospectus or any supplement is accurate as of any date other than
the date on the front of this Reoffering Prospectus.

RISK FACTORS

The Shares offered hereby are speculative and involve a high degree of risk.
Accordingly, in analyzing this offering, one should carefully consider the
following factors, among others, relating to the Company. Readers are urged to
carefully review and consider the various disclosures made by the Company in
this Prospectus and in the Company's other Reports filed with the SEC that
attempt to advise interested parties of the risks and factors that may affect
the Company's business.

You should carefully consider the following risks before making an investment in
our Company ("GFY"). In addition, you should keep in mind that the risks
described below are not the only risks that GFY faces. The risks described below
are all the risks that GFY currently believes are material to our business.
However, additional risks not presently known to us, or risks that we currently
believe are not material, may also impair our business operations. You should
also refer to the other information set forth in this Annual Report on Form
10-KSB/A, including the discussions set forth in "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business," as
well as our financial statements and the related notes. GFY's business,
financial condition, or results of operations could be adversely affected by any
of the following risks. If we are adversely affected by such risks, then the
trading of our common stock could decline, and you could lose all or part of
your investment. GFY's auditor's report on our financial statements includes an
explanatory paragraph with respect to substantial doubt existing about our
ability to continue as a going concern. As of March 31, 2004, GFY had incurred a
loss from operations and had an accumulated deficit resulting from losses in
prior years. As a result, our financial statements include a note stating that
these conditions raise substantial doubt about our ability to continue as a
going concern, but the financial statements do not include any adjustments that
might result from this uncertainty.

BUSINESS RISKS

THE NATURE OF THE COMPANY'S BUSINESS IS INHERENTLY RISKY.

GFY faces significant competition. There are numerous businesses, corporations,
individuals and firms that are engaged in the food service industry and carry on
the type of business activities in which GFY is presently engaged. Many of those
entities are more experienced and possess significantly greater financial and
personnel resources than are possessed by GFY. In almost all markets in which
the Company presently does business there has been a significant increase in
competition in the food and beverage business and management expects this trend
to continue. Although competition in the food and beverage market is currently
fragmented, a major competitor with substantially greater financial, marketing
and operating resources could enter this market at any time and compete directly
against the Company. The Company faces intense competition for suitable sites
for new stores and qualified personnel to operate both new and existing stores.
There can be no assurance that GFY will be able to continue to secure adequate
sites at acceptable rent levels or that the Company will be able to attract a
sufficient number of qualified workers. GFY also faces significant competition
from established food and beverage retailers, most of who have greater financial
and marketing resources than the Company. While GFY intends to be competitive
with those entities, there can be no assurance that such will be the case.

Due to the limited resources available to GFY, our ability to obtain other
restaurant locations or other business opportunities has been limited. GFY's
future success is dependent upon our ability to operate our existing restaurants
and obtain additional business opportunities with those limited resources.

COMPLIANCE WITH SECURITIES LAW.

GFY is subject to compliance with securities law, which exposes it to potential
liabilities, including potential rescission rights. GFY has periodically offered
and sold our common stock to investors pursuant to certain exemptions from the
registration requirements of the Securities Act of 1933, as well as those of
various state securities laws. The basis for relying on such exemptions is
factual; that is, the applicability of such exemptions depends upon GFY's
conduct and that of those persons contacting prospective investors and making
the offering. GFY has not received a legal opinion to the effect that any of our
prior offerings were exempt from registration under any federal or state law.
Instead, it has relied upon the operative facts as the basis for such
exemptions, including information provided by investors themselves. If any prior
offering did not qualify for such exemption, an investor would have the right to
rescind its purchase of the securities if it so desired. It is possible that if
an investor should seek rescission, such investor would succeed. A similar
situation exists under state law in those states where the securities may be
offered without registration in reliance on the partial exemption from the
registration or qualification provisions of such state statutes under the
National Securities Markets Improvement Act of 1996. If investors were
successful in seeking rescission, we would face severe financial demands that
could adversely affect our business and operations. Additionally, if we did not
in fact qualify for the exemptions upon which we have relied, the Company could
be found to have violated provisions of state and federal securities laws and
regulations and incur penalties for such violations which would adversely affect
the Company. As a result of any such violations which may have occurred, we
could possibly become subject to significant fines and penalties imposed by the
SEC and state securities agencies.

INSUFFICIENT CASH OR CASH EQUIVALENTS.

Additional capital may be necessary to implement GFY's business plans. GFY
believes that it may not have sufficient cash, cash equivalents and operating
income to carry out its business plan of acquiring additional restaurants or
other food service operations in the coming fiscal year ending March 31, 2005.
GFY may require significant new capital in order to execute its business plan
and believes that this capital may only be available through an offering of
shares of its common stock. GFY's success in raising this capital will depend
upon its ability to access equity capital markets and we may not be able to do
so or to do so on acceptable terms. If we fail to obtain funds on acceptable
terms, we will not be able to execute our strategic plan and would have to delay
or abandon some or all of our plans for growth. If we are able to obtain funds,
we believe that the terms of such arrangement will result in an offering that is
highly dilutive to existing holders of shares of our common stock because of the
price at which we would have to issue those shares and the large number of
shares we would have to issue at those prices.

LIMITED SPECIALIZED PERSONNEL

Although GFY's management is committed to the business and continued development
and growth of the business, the addition of specialized key personnel and
persons to assist management in the expansion of GFY's operations will be
necessary. There can be no assurance that GFY will be able to locate and hire
such specialized personnel on acceptable terms.

RISKY GROWTH STRATEGY

The Company intends to pursue an aggressive growth strategy, the success of
which will depend in part upon its ability to obtain new stores and to operate
existing and new stores profitably. The Company has grown from one Company-owned
store, owned by its subsidiary, which was obtained when the subsidiary was
acquired on January 12, 2004 to a total of three stores as of the date of the
filing of this report. One of the Company's stores is owned by its subsidiary,
GFY, Inc. The Company plans, at some future date, to open new stores in
Continental North America and hopes at some future date to operate stores
outside of the North American Continent. GFY's expansion will present numerous
operational and competitive challenges to the Company's management and employees
and will place significant pressure on the Company's operating systems. In
addition, consumer tastes vary from region to region, and there can be no
assurance that consumers located in the regions in which the Company intends to
expand its restaurant operations will be as receptive to the Company's products
as consumers in existing markets. The achievement of the Company's expansion
plans will depend in part upon its ability to (i) obtain additional restaurants;
(ii) select, and compete successfully in, new markets; (iii) obtain suitable
sites at acceptable costs; (iv) hire, train, and retain qualified personnel; (v)
integrate new stores into existing distribution, inventory control, and
information systems; (vi) expand distribution capabilities; and (vii) maintain
quality control. The Company may incur significant start-up costs in connection
with obtaining new locations, obtaining additional franchises, and entering new
markets. In addition, if the Company were to obtain additional stores in
proximity to current markets it could have the effect of cannibalizing sales at
some of the Company's existing stores. There can be no assurance that the
Company will achieve its planned expansion goals, manage its growth effectively,
or operate its existing or any new stores profitably, and the failure of the
Company in any of these areas could have an adverse effect on the Company's
business, financial condition and results of operations.

UNSTABLE TRADING MARKET

There is no established, stable market for GFY's common stock. GFY's common
stock is quoted on the Over-the-Counter Electronic Bulletin Board ("OTCBB") and
traded sporadically. A large number of shares of outstanding common stock are
restricted and are not freely tradable. An established public trading market for
our common stock may never develop or, if developed, it may not be able to be
sustained. The OTCBB is an unorganized, inter-dealer, over-the-counter market
that provides significantly less liquidity than other markets. Purchasers of
GFY's common stock may therefore have difficulty selling their shares should
they desire to do so.

PENNY STOCK REGULATIONS AND RISKS

The trading price of GFY's Common Stock has in the past and may in the future be
subject to significant fluctuations. In addition, the stock market in general
has experienced extreme price and volume fluctuations that have affected the
market price for many companies in industries similar to or related to that of
GFY and which have been unrelated to the operating performance of these
companies. These market fluctuations may adversely affect the market price of
GFY's Common Stock. Penny stock regulations may impair GFY's shareholders'
ability to sell their stock. GFY's common stock is deemed a "penny stock." Penny
stocks generally are equity securities with a price of less than $5.00 per
share, other than securities registered on certain national securities
exchanges. Penny stocks are subject to rules and regulations that impose
additional sales practice requirements on broker-dealers who sell the securities
to persons other than established customers and accredited investors, and these
additional requirements may restrict the ability of broker-dealers to sell a
penny stock. Any acquisitions that GFY undertakes could be difficult to
integrate, disrupt its business, dilute shareholder value and significantly harm
its operating results. GFY expects to review opportunities to buy other business
or technologies that would complement its current business, expand the breadth
of its markets, or that may otherwise offer growth opportunities. If we make any

future acquisitions, we could issue stock that would dilute existing
stockholders' percentage ownership, incur substantial debt or assume contingent
liabilities. Potential acquisitions also involve numerous risks, including:
problems assimilating the purchased operations, technologies or products;
unanticipated costs associated with the acquisition; diversion of management's
attention from our core business; adverse effects on existing business
relationships with suppliers and customers; risks associated with entering
markets in which we have no or limited prior experience; and potential loss of
the purchased organization's or our own key employees. GFY cannot assure that it
would be successful in overcoming problems encountered in connection with such
acquisitions and its inability to do so could significantly harm its business.

POTENTIAL FOR SIGNIFICANT DILUTION

The Registrant's plan to continue to acquire additional Frullati franchises and
other restaurants will most likely be effectuated through the issuance of
substantial amounts of the Registrant's common stock. The Registrant also has a
history of issuing substantial amounts of shares of its common stock to its
officers, directors, attorneys and consultants. Either the consummation of any
future acquisitions for common stock or the continuation of the Company's
current practice of paying employees, attorneys and consultants with common
stock will continue to substantially dilute current shareholders' ownership
percentage in the Registrant.

LIMITED OPERATING HISTORY

The Company has been in operation for a relatively short period of time. The
Company's future prospects are based upon a somewhat limited operating history.
One should consider that the Company's prospects are subject to the risks,
expenses and uncertainties frequently encountered by companies in the early
stages of development. As of June 30, 2004, the Company had an accumulated
deficit of $8,289,410. Although the Company has experienced fluctuating revenues
during the past two years, there can be no assurance that the Company's revenues
will increase or stabilize. The Company has not had any period of profitability
since it entered the food service business, it is not operating at a profit at
present, and it is likely that the Company will continue to incur net losses in
the foreseeable future.

The uncertain nature of the markets addressed by the Company make the prediction
of future results of operations difficult or impossible. Therefore, our recent
fluctuations in revenue growth should not be taken as indicative of future
revenues or as indicative of the likelihood of revenue fluctuations, if any,
that can be expected in the future. The Company believes that period-to-period
comparisons of the Company's results of operations are not necessarily
meaningful and one should not rely on the results for any period as an
indication of future performance.

LIMITED REVENUES

To date the Company has relied mostly on revenues, private funding from the sale
of restricted shares of common stock of the Company and short and long term
borrowing to fund operations. To date the Company has had periods where it has
generated little revenue and has extremely limited cash liquidity and capital
resources. The Company's future capital requirements will depend on many
factors, including the Company's ability to successfully generate revenues, its
cash flow from operations, and competing market developments. The Company's
business plan may require additional funding beyond the proceeds previously
generated from operations and the sale of restricted common stock. Consequently,
although the Company currently has no specific plans or arrangements for
financing, it may need to raise funds through private placements, public
offerings or other financings. Any equity financings would result in dilution to
then existing Shareholders. Additionally, sources of debt financing may result
in higher interest expense. Any financing, if available, may be on terms
unfavorable to the Company. If adequate funds are not obtained, the Company may
be required to reduce or curtail operations. The Company currently anticipates
that its existing capital resources may not be adequate to satisfy its current
operating expenses and capital requirements for the next full fiscal year.
Consequently, the Company may have to secure additional financing in order to
develop its business plan.

NEED FOR ADDITIONAL FINANCING

The long term implementation of future business plans may depend upon the
Company's ability to raise new funding. No commitments to provide new funding
have been made by management or Shareholders. The Company has not investigated
the availability, source or terms that might govern the procurement of new
funding. When new funding is needed, there is no assurance that funds will be
available from any source or, if available, that funds can be obtained on terms
acceptable to the Company. Should the Company be unable to obtain new funding,
our operations might be severely limited.

POTENTIAL FOR LOSS OF CUSTOMERS

The Company's customers are not obliged to continue to purchase products from
the Company on any long-term basis. There can be no assurance that present
customers will continue to buy products from the Company over any extended
period of time. In the event that a significant portion of the Company's
customers decided to purchase food products from other food service providers,
there can be no assurance that the Company would be able to replace its customer
base from other sources. Loss of a significant portion of our customers would
have a material adverse affect on our results of operations and financial
condition.

Although the Company believes that it has the human and technical resources to
pursue its business strategy and to compete effectively in a competitive
environment, its success will depend on its continued ability to profitably
provide high quality, high value food services at prices and with service
generally competitive with or better than that of competitors. The Company
cannot predict which of many possible future product and service offerings will
be important to maintain its competitive position or what expenditures will be
required to develop any additional products and services.

The Company can make no representations or assurances that its business will be
successful, that its market share will increase, that there will not be
increased competition or that its attempts to grow its business will ever be
realized due to the intensity of competition.

LIMITED INSURANCE COVERAGE

The Company carries comprehensive liability, fire, extended coverage and
business loss insurance in respect to its business, with policy specifications,
insured limits and deductibles customarily carried for similar properties.
However, there are certain types of losses (such as losses arising from civil
disturbance or pollution) that are not generally insured because such losses are
either uninsurable or not economically insurable. Should an uninsured loss or a
loss in excess of insured limits occur, the capital invested in a property as
well as anticipated future revenues could be lost. Meanwhile, obligations on any
mortgage indebtedness and the property would continue. Therefore, any uninsured
loss could adversely affect the Company's financial condition and results of
operation.

AMERICANS WITH DISABILITIES ACT

Under the Americans with Disabilities Act of 1980 (ADA), places of public
accommodations and commercial facilities are required to meet certain
requirements related to access and use by disabled persons. Compliance with ADA
requirements could require both structural and non-structural changes to the
property which the Company owns. Noncompliance could result in fines imposed by
the federal government or an award of damages to private litigants. Although
management believes that Company property is substantially in compliance with
present requirements of the ADA, additional costs may be incurred to ensure
compliance in the future. A number of additional federal, state and local laws
exist which impose additional burdens or restrictions on owners with respect to
access by disabled persons. Those laws may require modifications or restrict
renovations to properties in which the Company has an investment. The ultimate
cost of compliance with the ADA or other related laws is not currently
ascertainable. While any prospective costs of compliance are not expected to
have a material effect on the result of Company operations, a potential for
substantial costs exists. Should changes be required and involve greater expense
than currently anticipated, the Company's financial condition and results of
operations could be adversely affected.

DEPENDENCE ON EDWARD SCHWALB

As of November 12, 2004, the only director and executive officer of the Company,
Edward E. Schwalb, beneficially owned approximately 25.16% of the Company's
outstanding common stock. As a result of his position as the sole director and
executive officer, he is able to significantly influence matters requiring Board
approval, including the election of replacement or additional directors and
approval of significant corporate transactions.

The Company is substantially dependent upon one key individual within its
management, Edward E. Schwalb. The loss of the services of Mr. Schwalb could
have a material adverse impact upon the Company. The Company believes it will
have a need in the future for additional qualified management personnel. The
Company believes its future success will depend in part upon its ability to
attract, retain and motivate qualified personnel. There can be no assurance that
the Company will be successful in attracting and retaining such personnel.
Competition for such personnel is intense.

INVESTMENT RISKS

VOLATILITY OF STOCK PRICE. The market price for shares of the Common stock of
the Company has varied significantly and may be volatile depending on news
announcements or changes in general market conditions. Factors such as those
discussed in this "Risk Factors" section may have a significant impact on the
market price of our securities. In particular, news announcements, quarterly
results of operations, competitive developments, litigation or governmental
regulatory action impacting the Company may adversely affect the Common stock
price. In addition, because the number of shares of Common stock held by the
public is relatively small, the sale of a substantial number of shares of the
Common stock in a short period of time could adversely affect the market price
of the Common stock. Owing to the low price of the securities, many brokerage
firms may not be willing to effect transactions in the securities. Further, many
lending institutions will not permit the use of these securities as collateral
for loans.

NO CASH DIVIDENDS. The Company has never paid cash dividends on its Common stock
and does not anticipate paying cash dividends on its Common stock in the next
year. The Company plans on paying dividends as it becomes more profitable, but
until this occurs, the Company's Common stock is not a suitable investment for
persons requiring current income. The Company has paid dividends in the past
consisting of shares of stock in subsidiaries which were distributed to
Shareholders as dividends.

LIMITED MARKET FOR STOCK. The Company's stock is presently trading on the OTC
bulletin board maintained by the NASD under the symbol GFY. Nevertheless, there
has been limited volume in trading in the public market for the common stock,
and there can be no assurance that a more active trading market will develop or
be sustained. The market price of the shares of common stock is likely to be
highly volatile and may be significantly affected by factors such as
fluctuations in our operating results, announcements of technological
innovations or new products and/or services by us or our competitors,
governmental regulatory action, developments with respect to proprietary rights
and general market conditions.

THE COMPANY'S SHARE VALUE IS DEPENDENT UPON ITS ABILITY TO GENERATE NET CASH
FLOWS. A substantial portion of any potential return on our common stock will be
dependent upon the Company's ability to generate net cash flows. Should we not
be able to operate our business at a net profit, there will be no return on
shareholder's equity, and could well result in a loss in share value. No
assurance can be given that the Company will be able to operate at a net profit
over an extended period of time.

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of shares of
common stock by the Selling Shareholder.

SELLING SECURITY HOLDER

The Shares of the Company to which this Reoffering Prospectus relates are being
registered for reoffers and resales by the Selling Shareholder, who acquired the
Shares for services he provided to the Company. The Selling Shareholder may
resell all, a portion or none of such Shares from time to time.

The Shareholder selling shares under this registration reserves the sole right
to accept or reject, in whole or in part, any proposed sale of shares.

The table below sets forth with respect to the Selling Shareholder, based upon
information available to the Company as of September 9, 2004, the number of
Shares owned, the number of Shares registered by this Reoffering Prospectus and
the number and percent of outstanding Shares that will be owned after the sale
of the registered Shares assuming the sale of all of the registered Shares.

- ----------------------------- ------------------ ------------------ ------------------- ---------------------
Selling Shareholder Number of Shares Number of Shares Number of Shares Percentage of
Owned Before Sale Registered by Owned After Sale Shares Owned after
Prospectus Sale
- ----------------------------- ------------------ ------------------ ------------------- ---------------------

Edward Schwalb 874,665,162 24,000,000 850,665,162 24.80%
- ----------------------------- ------------------ ------------------ ------------------- ---------------------

The Corporation's common stock trades on the NASD OTC:BB under the symbol
"GFY0", the closing price per share of the common stock was reported as $0.097
on November 12, 2004.

PLAN OF DISTRIBUTION

The Selling Shareholder may sell the Shares for value from time to time under
this Reoffering Prospectus on one or more transactions on the Over-the-Counter
Bulletin Board maintained by Nasdaq, or other exchange, in a negotiated
transaction or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. Such sales may be made through
Broker-Dealers, Agents or directly to one or more purchasers. Such sales shall
be in compliance with all of the requirements of Rule 144(e). Rule 144(e)
subjects Selling Shareholder to a limitation on the number of shares which can
be sold in any ninety day period. Selling Shareholder will be limited to selling
a maximum number of shares in any ninety day period, which number does not
exceed one percent (1%) of the issued and outstanding shares of the Company
(approximately 34,767,349 shares).

The Selling Shareholder may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Shareholder and/or the purchasers of the Shares for whom such broker-dealers may
act as agent (which compensation may be less than or in excess of customary
commissions).

The Selling Shareholder and any broker-dealers that participate in the
distribution of the Shares may be deemed to be "underwriters within the meaning
of Section 2(11) of the 1933 Act, and any commissions received by them and any
profit on the resale of the Shares owned by them may be deemed to be
underwriting discounts and commissions under the 1933 Act. All selling and other
expenses incurred by the Selling Shareholder will be borne by the Selling
Shareholder. There is no assurance that the Selling Shareholder will sell all or
any portion of the Shares offered. The Company will pay all expenses in
connection with this offering and will not receive any proceeds from sale of any
shares by the Selling Shareholder.

DESCRIPTION OF SECURITIES

The Company is authorized to issue 8,000,000,000 shares of common stock, par
value $0.001 per share, of which 3,476,734,906 shares are issued and outstanding
as of November 2, 2004. The Company is also authorized to issue 50,000,000
shares of preferred stock, par value $0.001 per share, of which none is issued
and outstanding as of the filing date. Holders of both the common and preferred
stock are entitled to one vote per share on each matter submitted to a vote at
any meeting of stockholders. Neither the holders of common stock nor of
preferred stock have cumulative voting rights. The Company's Board of Directors
has authority, without action by the Company's stockholders, to issue all or any
portion of the authorized but unissued shares of common stock, which would
reduce the percentage ownership in the Company of its stockholders and which may
dilute the book value of the common stock. Likewise, the Company's Board of
Directors has authority, without action by the holders of preferred stock, to
issue all or any portion of the authorized but unissued shares of preferred
stock so long as such shares are on a parity with or junior to the rights of the
preferred stock, which would reduce the percentage ownership of the preferred
stockholders and which may dilute the book value of the stock.

Holders of either the Company's common or preferred stock have no pre-emptive
rights to acquire additional shares of stock. The common stock is not subject to
redemption and carries no subscription or conversion rights. In the event of
liquidation of the Company, the shares of common stock are entitled to share
equally in corporate assets after satisfaction of all liabilities. Additional
rights, if any, for holders of preferred stock, in the event of liquidation are
yet to be determined by the Board of Directors.

Holders of the common stock are entitled to receive such dividends as the Board
of Directors may from time to time declare out of funds legally available for
the payment of dividends. The rights of holders of the preferred stock to
receive dividends, if any, are yet to be determined by the Board of Directors.
The Company has not paid cash dividends on either its common stock or its
preferred stock, and it does not anticipate that it will pay cash dividends in
the foreseeable future.

INTEREST OF NAMED EXPERTS AND COUNSEL

No "Expert" or "Counsel" (as defined by Item 509 of Regulation S-B promulgated
pursuant to the Securities Act of 1933) whose services were used in the
preparation of this Form S-8 was hired on a contingent basis or will receive a
direct or indirect interest in the Company.

The Audited financial statements for the years ended March 31, 2004 of GFY
Foods, Inc., have been incorporated by reference in this Registration Statement
from the Form 10-KSB/A filed August 23, 2004 in reliance on the report of Smith
and Company, independent accountants, given on the authority of that firm as
experts in accounting and auditing.

The validity of the common stock offered hereby has been passed upon for the
Company by Lance C. Martin, Attorney at Law.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents that the Company filed with the Commission are hereby
incorporated by reference into this Prospectus:

1. The Company's Amended Annual Report on Form 10-KSB/A for the
fiscal year ended March 31, 2004.

2. All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act of 1934, as
amended (the "Exchange Act"), since the end of the fiscal year
ended March 31, 2004.

3. The Company's Form S-8 filed October 27, 2004.

All documents that the Company subsequently files with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
termination of the offering of the Shares, shall be deemed to be incorporated by
reference into this Prospectus.

The Company will provide, without charge, to each person to whom a copy of this
Prospectus is delivered, upon the oral or written request of such person, a copy
of any and all information incorporated by reference into this Prospectus.
Requests for such information may be directed to the Company's CEO, Mr. Edward
E. Schwalb, at 601 Deerfield Parkway, Buffalo Grove, Illinois 60089.

The Company is subject to the informational requirement of the Securities
Exchange Act of 1934 as amended, (the "Exchange Act") and in accordance
therewith files reports and other information with the Securities and Exchange
Commission. The Company has filed all reports required of it for at least the
twelve months preceding this filing. Such reports, proxy statements, and other
information filed by the Company can be inspected and copied at the public
reference facilities maintained by the Securities and Exchange Commission (the
"Commission") in Washington D.C. at 450 Fifth Street, N.W., 20549, and at the
following regional offices located at 26 Federal Plaza, Room 1100, New York, New
York 10278; 219 Dearborn Street, Room 1228, Chicago, Illinois, 60604; and at 410
Seventeenth Street, Suite 700, Denver Colorado 80202. Copies of these materials
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W. Washington, D.C. 20549, at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the
Commission. Information about the Company is also available on the Internet at
the Commission's Web site HTTP://WWW.SEC.GOV in the EDGAR Database.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS. 1. A corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses,
including attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of no lo
contender or its equivalent, does not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably believed to
be in or not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause to believe
that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action. (b) Continues for a person
who has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

ARTICLES OF INCORPORATION.

The Company's Amended and Restated Articles of Incorporation provide that the
personal liability of a director or officer of the Company to the Company or its
stockholders for monetary damages for breach of fiduciary duty, for any action
taken or for any failure to take any action, as a director or officer, shall be
eliminated to the fullest extent permissible under Nevada law, except for (a)
acts or omissions which involve intentional misconduct, fraud, infliction of
harm on the Company or its stockholders or a knowing violation of criminal law,
(b) the payment of distributions in violation of Section 78.300 of the Nevada
Revised Statutes, or (c) the amount of a financial benefit received by a
director to which he is not entitled.

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company, the
Company 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 the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceedings) is asserted by such
director, officer, or controlling person in connection with any securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issues.

DILUTION

The issuance of S-8 shares to Edward E. Schwalb could cause a substantial
dilution of the value of shares now owned by shareholders of the company. (See
Risk Factors"). The net tangible book value per share of the Company's common
shares prior to the issuance of 24,000,000 shares to Edward E. Schwalb was
approximately $(0.00016) per share. After distribution of the 24,000,000 shares
to Edward E. Schwalb, the net tangible book value per share of the Company's
common shares will be approximately $(0.00016) per share.

There will be no increase in the net tangible book value of the Company's shares
as a result of the distribution of 24,000,000 shares of the Company's common
stock to Edward W. Schwalb, and in fact the result of the distribution will be a
negligible decrease in the net tangible book value of the Company's shares.

The issuance of the shares to Edward E. Schwalb will result in an immediate
dilution in the value of shares of the Company in a negligible amount.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Buffalo Grove, Illinois on November 15, 2004.

GFY Foods, Inc.

By: /s/ Edward E. Schwalb
------------------------------------
Edward E. Schwalb, as President
and Director

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
- -------------------------------------- ----------------------- -----------------

/s/ Edward E. Schwalb Director November 15, 2004
- ------------------------------
Edward E. Schwalb.

INDEX TO EXHIBITS

Exhibits SEC Ref. No. Description of Exhibit Page
-------- ------------ ---------------------- ----

A 5 Consent of Counsel with respect to
the legality of the issuance of
securities being issued 20

B 23(a) Consent of Accountant 23

C 23(b) Consent of Counsel 24

D 4 Employment Agreement 27

EXHIBIT A
CONSENT OF COUNSEL WITH RESPECT TO THE LEGALITY OF THE ISSUANCE OF SECURITIES
BEING ISSUED

LANCE C. MARTIN
ATTORNEY AT LAW
24370 W. OLD OAK DR.
MUNDELEIN, IL 60060
(847)487-2283

November 12, 2004

Re: LEGALITY AND AUTHORIZATION OF SHARES ISSUED UNDER FORM S-8 REGISTRATION
STATEMENT

Gentlemen:

I have acted as special counsel for GFY Foods, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company has registered a
Benefit Plan entitled "The 2004 Benefit Plan of GFY Foods, Inc." ("Benefit
Plan") pursuant to which the Company has authorized the issuance of twenty-four
million (24,000,000) shares of the Company's common stock, par value $0.001 (the
"Shares") to Edward Schwalb pursuant to his Employment Agreement with the
Company.

In connection with the preparation of this Opinion, I have examined or
discussed the following:

1. The Company's Articles of Incorporation, and Certificates of Amendment of
Articles and Bylaws as submitted to me by the Company pursuant to my request for
same;

2. The Registration Statement herein referenced;

3. The Board of Directors Resolution, dated January 15, 2004, authorizing and
approving the Company's 2004 Benefit Plan and the preparation of the
Registration Statement;

4. The Company's Form 8-K Dated January 7, 2004.

5. The Company's Form 10-KSB/A for the fiscal year ended March 31, 2004 and the
Company's Form 10-QSB for the quarterly period ended June 30, 2004;

6. Such other documents as I have deemed necessary for the purposes of this
Opinion.

Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the Company
is validly organized under the laws of the State of Nevada; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the Twenty-four million
(24,000,000) shares to be included in the Registration Statement are available
for issuance based upon corporate documentation and on the number of shares
actually issued and outstanding. As such, I am of the opinion that the Shares
herein referenced have been duly and validly authorized and that subject to
compliance with all provisions of the Plan, the Shares will be validly issued as
fully paid and non-assessable shares of common stock in the Company.

This opinion is based upon and subject to the qualifications and
limitations specified below:

(A) Certain of the remedial provisions of the 2004 Benefit Plan may be further
limited or rendered unenforceable by other applicable laws and interpretations.

(B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the Benefit
Plan will be validly issued, fully paid and non-assessable, I assumed that: (1)
the Company's Board of Directors has exercised good faith in establishing the
value paid for the Shares; (2) all issuances and cancellations of the capital
stock of the Company will be fully and accurately reflected in the Company's
Stock Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company, has been paid in
full and actually received by the Company.

(C) I have been advised by a Director of GFY Foods that the October 16, 2003
temporary Restraining Order and asset freeze will have no bearing on this
transaction.

(D) I have made no independent verification of the facts asserted to be true and
accurate by authorized representatives of the Company and have assumed that no
person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed.

(E) In rendering this opinion I have assumed that all signatures are genuine,
that all documents submitted to me as copies conform substantially to the
originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.

(F) I have assumed that the Company is satisfying the substantive requirements
of Form S-8 and I expressly disclaim any opinion regarding the Company's
compliance with such requirements, whether they are of federal or state origin,
or any opinion as to the subsequent tradability of any Shares issued pursuant to
the Benefit Plan.

(G) I am admitted to practice law in the State of Illinois. This opinion is with
respect to federal law only and I have not consulted legal counsel from any
other jurisdiction for the purpose of the opinion contained herein. I expressly
except from this opinion any opinion as to whether or to what extent a Nevada
court or any other court would apply Nevada law, or the law of any other state
or jurisdiction, to any particular aspect of the facts, circumstances and
transactions that are the subject of this opinion.

(H) This opinion is strictly limited to the parameters contained and referenced
herein and is valid only as of the signature date with respect to the same. I
assume no responsibility to advise you of any subsequent changes or developments
which might affect any aspect of this opinion.

I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
prior written consent.

Sincerely,

/s/ Lance Martin
- -------------------------
Lance C. Martin

EXHIBIT B
CONSENT OF ACCOUNTANTS

Smith & Company
A Professional Corporation of Certified Public Accountants

Exhibit 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in the Form S-8 to be filed on or about October 27, 2004 by GFY Foods,
Inc. of our report dated June 12, 2004, except Note 13, which is dated July 22,
2004, on the financial statements for the years ended March 31, 2004 and 2003.

/s/ Smith & Company
Certified Public Accountants
Salt Lake City, Utah
October 25, 2004

4764 South 900 East, Suite 1 o Salt Lake City, Utah 84117-4977
Telephone: (801) 281-4700 o Facsimile: (801) 281-4701
E-mail: smithcocpa@earthlink.net

Members: American Institute of Certified Public Accountants o Utah Association
of Certified Public Accountants

EXHIBIT C
CONSENT OF COUNSEL

LANCE C. MARTIN
ATTORNEY AT LAW
24370 W. OLD OAK DR.
MUNDELEIN, IL 60060
(847)487-2283

October 25, 2004

Re: LEGALITY AND AUTHORIZATION OF SHARES ISSUED UNDER FORM S-8 REGISTRATION
STATEMENT

Gentlemen:

I have acted as special counsel for GFY Foods, Inc., a Nevada
corporation (the "Company"), in the limited capacity of rendering an opinion
regarding the legality and authorization of the shares proposed to be registered
under a registration statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, ("the Act"). The Company is amending the
previously registered Benefit Plan now entitled "The Amended and Restated 2004
Benefit Plan of GFY Foods, Inc." ("Benefit Plan") pursuant to which the Company
has authorized the issuance of one billion one million seven thousand
(1,001,007,000) shares of the Company's common stock, par value $0.001 (the
"Shares"). These shares have been adjusted for a reverse stock split that was
effective on July 13, 2004 at a rate of two hundred and fifty for one, and a
reverse stock split that was effective on October 25, 2004 at a rate of one
thousand for one.

In connection with the preparation of this Opinion, I have examined or
discussed the following:

1. The Company's Articles of Incorporation, and Certificates of Amendment of
Articles and Bylaws as submitted to me by the Company pursuant to my request for
same;

2. The Registration Statement herein referenced;

3. The Board of Directors Resolution dated January 15, 2004, authorizing and
approving the Company's 2004 Benefit Plan and the preparation of the
Registration Statement;

4. The Board of Directors Resolution dated April 21, 2004, authorizing and
approving the amendment to the Company's 2004 Benefit Plan.

5. The Board of Directors Resolution dated July 14, 2004, authorizing and
approving the amendment to the Company's 2004 Benefit Plan.

6. The Board of Directors Resolution dated October 25, 2004, authorizing and
approving the amendment to the Company's 2004 Benefit Plan.

6. The Company's Form 8-K Dated January 7, 2004.

7. The Company's Form 10-KSB for the fiscal year ended March 31, 2004 (as
amended) and the Company's Form 10-QSB for the quarterly period ended June 30,
2004;

8. Such other documents as I have deemed necessary for the purposes of this
Opinion.

Additionally, I have made such investigations of federal law, as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

The documentation and representations provided to me for this opinion
by the Company and its duly authorized representatives indicate that the Company
is validly organized under the laws of the State of Nevada; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the one billion one million seven
thousand (1,001,007,000) shares to be included in the Registration Statement are
available for issuance based upon corporate documentation and on the number of
shares actually issued and outstanding. As such, I am of the opinion that the
Shares herein referenced have been duly and validly authorized and that subject
to compliance with all provisions of the Plan, the Shares will be validly issued
as fully paid and non-assessable shares of common stock in the Company.

This opinion is based upon and subject to the qualifications and
limitations specified below:

(A) Certain of the remedial provisions of the 2004 Benefit Plan may be further
limited or rendered unenforceable by other applicable laws and interpretations.

(C) I have been advised by a Director of GFY Foods that the October 16, 2003
temporary Restraining Order and asset freeze will have no bearing on this
transaction.

Sincerely,

/s/ Lance C. Martin
- ---------------------------
Lance C. Martin

EXIHIBIT D
EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS AGREEMENT is entered into effective the 16th day of January, 2004,
by and between GFY Foods, INC., a Nevada corporation (herein called the
"CORPORATION"), and Edward Schwalb (herein called the "EMPLOYEE").

1. EMPLOYMENT. The CORPORATION hereby employs EMPLOYEE, and EMPLOYEE hereby
accepts such employment, to serve as and in the capacity of President or
such other capacity as may be determined by the Board of Directors of the
CORPORATION upon and subject to the terms and conditions set forth herein.

2. TERM OF EMPLOYMENT. The term of this Agreement, and the term of the
employment of EMPLOYEE hereunder, shall be for a period of five (5) years
beginning January 16, 2004 and ending December 31, 2008, unless sooner
terminated in the manner provided herein. The term of this Agreement and of
the employment of EMPLOYEE hereunder may be extended or renewed for such
additional terms or periods and upon and subject to such additional terms
and conditions as the parties may agree.

3. DUTIES.
A. EMPLOYEE, during normal business hours, shall devote his best efforts
and his entire time, attention and energy to the business and affairs
of the CORPORATION. EMPLOYEE shall perform all duties normally and
properly incident to the office or positions held by him and such
further duties as may from time to time be assigned to him by the
Board of Directors of the CORPORATION.
B. EMPLOYEE agrees to adhere to all existing rules and company policies
of the CORPORATION, as well as any other procedures, duties and
responsibilities that may be reasonably required of EMPLOYEE and
promulgated by the CORPORATION, its executive officers and its Board
of Directors.
C. During the term of this Agreement, EMPLOYEE shall not engage, directly
or indirectly, in any activities competitive with any business which
is now or which hereafter may be conducted by the CORPORATION, or its
any of its subsidiaries.

4. COMPENSATION. As compensation for the services rendered by EMPLOYEE during
the term of this Agreement, the CORPORATION shall make the following
payments to EMPLOYEE:
A. Cash compensation to be determined by the Board of Directors based
upon performance and available capital.
B. A payment of two hundred and fifty million (250,000,000) shares of
restricted common stock of CORPORATION. Such stock, along with other
holdings by EMPLOYEE shall be non-dilutive and shall at all times
during the term of this Agreement equal at least a seventy percent
(70%) ownership of CORPORATION.
C. EMPLOYEE shall be due an annual bonus as determined by the
Compensation Committee of the Board of Directors of CORPORATION. Such
bonus may be paid in cash or stock form as determined by the
Compensation Committee of the Board of Directors of CORPORATION. The
CORPORATION shall not be obligated to pay any bonus under this
subparagraph.

5. EMPLOYEE BENEFITS. During the term of this Agreement, EMPLOYEE shall
receive and be entitled to participate in all benefits customarily offered
to or conferred upon other employees of the CORPORATION.

6. TERMINATION OF EMPLOYMENT.

A. Upon the occurrence of any of the following events and the expiration
of the period, if any, specified, this Agreement and the employment of
EMPLOYEE hereunder shall terminate:
(1) The death of EMPLOYEE.
(2) The expiration of a period of three (3) business days after the
delivery by EMPLOYEE of notice of resignation of EMPLOYEE as an
employee of the CORPORATION.

(3) The "disability" of EMPLOYEE. The term "disability", as used
herein, shall mean the inability or failure of EMPLOYEE, by
reason of any medically demonstrable physical or mental
condition, to perform his duties hereunder. The disability of
EMPLOYEE shall be deemed to have occurred if: (i) the issuer of
any disability income policy insuring EMPLOYEE shall have
determined that EMPLOYEE is disabled, whether partially or
totally, within the meaning of the provisions of such policy;
(ii) EMPLOYEE shall be absent from work for a period of sixty
(60) consecutive business days or two or more periods, each of
which shall be of less than sixty (60) business days but all of
which in the aggregate shall be of more than ninety (90) business
days for any reason without the written notice of the CORPORATION
or (iii) the CORPORATION shall have received written opinions
from two duly licensed physicians that EMPLOYEE, by reason of any
medically demonstrable physical or mental condition, is unable to
perform his duties for the foreseeable future or that the
continued performance of his duties will endanger his life.
(4) The misconduct of EMPLOYEE as evidenced by the following:
(a) The material breach by EMPLOYEE of any covenants of this
Agreement.
(b) The habitual neglect by EMPLOYEE of his duties as an
employee.
(c) The commission by EMPLOYEE of fraud, misappropriation,
embezzlement or the like.
(d) Any gross or lewd misbehavior, any material wrongdoing, any
criminal activity or the like on the part of the EMPLOYEE.
(5) A determination on the part of the Board of Directors of the
CORPORATION of the inability or failure of EMPLOYEE to perform
his duties hereunder in a reasonably satisfactory manner.

7. CONFIDENTIAL INFORMATION AND TRADE SECRETS. As consideration for and to
induce the employment of EMPLOYEE by the CORPORATION, EMPLOYEE hereby
covenants and agrees that:
A. All information relating to or used in the business and operation of
the CORPORATION including, but not limited to, data, records, computer
programs, manuals, processes, methods, marketing programs and
intangible rights and procedures, client and customer lists, and
client lead lists whether prepared, compiled, developed or obtained by
EMPLOYEE or by the CORPORATION prior to or during the term of this
Agreement and the employment of EMPLOYEE hereunder, are and shall be
confidential information and trade secrets which are the exclusive
property of the CORPORATION.
B. All programs, customer and clients lists, computer programs, manuals,
records, data and processes relating to or used in the business and
operations of the CORPORATION or of any of its customers and made,
first reduced to practice, devised or conceived by EMPLOYEE, alone or
with others, during the term of this Agreement and the employment of
EMPLOYEE hereunder, whether made, first reduced to practice, devised
or conceived during or outside of regular working hours, on or away
from the CORPORATION's premises or at the expense of the CORPORATION
or of EMPLOYEE or of any other person, are and shall be confidential
information and trade secrets which are the exclusive property of the
CORPORATION. EMPLOYEE further agrees that he shall promptly and fully
disclose and assign to the CORPORATION (or, if the CORPORATION shall
otherwise direct EMPLOYEE in writing, as so directed by the
CORPORATION) all rights and interests that he has or may have in and
to all such programs, lists, records and data. All such matters are
and shall be confidential information and trade secrets, which are the
exclusive property of the CORPORATION whether or not so disclosed or
assigned. EMPLOYEE shall fully cooperate with the CORPORATION and its
representatives in preparing, and shall execute, acknowledge and
deliver as directed by the CORPORATION, such instruments (including,
but not limited to, assignments, applications for copyrights, trade
names and trademarks) and take such other action as the CORPORATION
may deem necessary or appropriate to evidence of effect the provisions
of this paragraph.
C. All records, customer and client lists, programs, data, computer
programs and other materials relating to confidential information and
trade secrets which are the exclusive property of the CORPORATION,
including, without limitation, material in written form or in a form
produced or stored by any electrical or mechanical means or process,
whether prepared, compiled or obtained by EMPLOYEE or by the
CORPORATION or prior to or during the term of this Agreement and the
employment of EMPLOYEE hereunder, are and shall be the exclusive
property of the CORPORATION.

D. Except in the regular course of his employment by the CORPORATION
hereunder or as the CORPORATION may expressly authorize or direct in
writing, EMPLOYEE shall not, during or after the term of this
Agreement and of his employment hereunder copy, reproduce, disclose or
divulge to others, use or permit others to use any confidential
information and trade secrets which are the property of the
CORPORATION, or any records, client and customer lists, lead lists,
data, computer programs, other materials relating to any such
confidential information or trade secrets. EMPLOYEE further covenants
and agrees that during the term of this Agreement and his employment
by the CORPORATION he shall not remove from the custody and control of
the CORPORATION any lists, data, recorders, computer programs and
other materials relating to such confidential information and trade
secrets and that upon termination of this Agreement and of his
employment he shall deliver the same to the CORPORATION.

8. EQUITABLE REMEDIES. The parties acknowledge and agree that in the event of
a default or breach or of a threatened default or breach by EMPLOYEE of the
provisions of Section 7 and 8 of this Agreement, the CORPORATION shall
sustain irreparable injury and damages, the amount or extent of which
cannot be measured in money and for which there does not and shall not
exist any adequate remedy at law. Accordingly, each of the parties hereby
agrees that in the event of a fault or breach or of a threatened default or
breach by EMPLOYEE of the provisions of Section 7 and 8 of this Agreement,
the CORPORATION shall be entitled to immediate injunctive relief and to
specific performance and that in any legal action or proceeding for
injunctive relief and specific performance the EMPLOYEE or CORPORATION
shall be deemed to have hereby waived, and shall not assert in such action
or proceeding, the defense or claim that the CORPORATION has an adequate
remedy at law or that an adequate remedy at law exists. The foregoing shall
not, however, be deemed to limit or restrict the remedies at law or in
equity of the CORPORATION for any default or breach or any threatened
default or breach of the provisions of this Agreement. The covenants
contained in this paragraph shall be construed as covenants independent of
any other provisions of this Agreement, and the existence of any claim or
cause of action by one party against the other shall not constitute a
defense to the enforcement thereof.

9. NOTICES. All notices, directions, consents, other communications to, upon,
and between the parties shall be in writing and shall be deemed to have
been given, delivered, made and received when sent or mailed by certified
mail, postage prepaid and return receipt requested, addressed to the
CORPORATION at its principal office and to EMPLOYEE at his residential
address as it appears on the employment records or the CORPORATION.

10. PRIOR AGREEMENTS. All prior agreements and understandings of every kind
between the parties regarding the employment of EMPLOYEE by the CORPORATION
are superseded by this Agreement and are hereby terminated.

11. EFFECT. This Agreement shall be binding on and inure to the respective
benefit of EMPLOYEE and the personal representative of EMPLOYEE and the
CORPORATION and its successor and assigns.

12. SEVERABILITY. The invalidity or unenforceability or any provision of this
Agreement shall not affect the validity or enforceability of any other
provision.

13. MODIFICATION. No provision of this Agreement, including the provision of
this paragraph, may be modified, deleted or amended in any manner except by
an Agreement in writing executed by each of the parties.

14. ASSIGNMENT. Neither this Agreement nor any interest herein may be assigned
by either party.

15. CONSTRUCTION. This Agreement is executed and delivered in the State of
Illinois and shall be construed and enforced in accordance with the laws of
such state.

16. ORIGINAL COPIES. This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original and binding as
against the signator.

17. HEADINGS. The underlined headings herein are for convenience only and shall
not affect the interpretation of this Agreement.

18. ATTORNEYS' FEE. If either party brings an action to enforce his or its
rights under this Agreement, in addition remedies to which such party may
be entitled, the prevailing party shall be entitled to recover attorneys'
fees and costs.

WITNESS the following signatures as of the above written date.

CORPORATION: GFY FOODS, INC.
A Nevada corporation

By: /s/ Edward Schwalb
-------------------------------------------
Edward Schwalb, President and Sole Director

EMPLOYEE: /s/ Edward Schwalb
-------------------------------------------
Edward Schwalb

FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is entered into
effective May 5, 2004 and amends the Employment Agreement ("Agreement") entered
into by and between GFY Foods, Inc. ("Corporation") and Edward Schwalb
("Employee").

WHEREAS, Corporation desires to retain Employee in his capacity of
President and Chairman of Corporation;

WHEREAS, Corporation and Employee desire to outline the monthly
compensation due to Employee in addition to the restricted stock due to him
under the Agreement.

NOW, THEREFORE in consideration of the premises set forth and mutual
agreements herein expressed, and for other good and valuable consideration,
Corporation and Employee hereby agree to the amendments of the Agreement set
forth herein and to the continuation of the Agreement.

1. COMPENSATION. The following shall be added as a new paragraph 4(D) to the
Compensation section of the Agreement:

"D. EMPLOYEE shall be due a monthly salary of Twenty-five thousand
dollars ($25,000.00) per month (the "Monthly Compensation"). This amount shall
be paid retroactively to the date of the Agreement. To the extent allowable
under the securities rules and regulations, CORPORATION may pay all or a portion
of the Monthly Compensation in freely trading stock under any S-8 filing or
other registration made by the CORPORATION."

2. COMPENSATION. The following shall be added as a new paragraph 4(E) to the
Compensation section of the Agreement:

"E. CORPORATION shall pay to EMPLOYEE a bonus payment of Seventy
Thousand Dollars ($70,000.00) for any acquisition made by CORPORATION which has
been initiated by EMPLOYEE (the "Acquisition Bonus"). To the extent allowable
under the securities rules and regulations, CORPORATION may pay all or a portion
of the Acquisition Bonus in freely trading stock under any S-8 filing or other
registration made by the CORPORATION."

IN WITNESS WHEREOF, the parties hereto have executed and sword to this
Amendment to the Agreement as of the date first written above.

CORPORATION: GFY FOODS, INC.
A Nevada corporation

By: /s/ Edward Schwalb
-------------------------------------------
Edward Schwalb, President and Sole Director

EMPLOYEE: /s/ Edward Schwalb
-------------------------------------------
Edward Schwalb