U.S. 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): November 16, 2001
Global Foods Online, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or jurisdiction of incorporation or organization)
333-83231
(Commission File Number)
95-471485
(I.R.S. Employer Identification Number)
520 North Kings Road, Suite 214, Los Angeles, CA 90048
Address of principal executive offices) (Zip Code)
Registrant's telephone number: (323) 852-9877
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The Registrant has agreed to acquire two wholly-owned
subsidiaries, Majestic Modular Buildings, Ltd. ("Modular") and Lutrex
Enterprises, Inc. ("Lutrex"), through separate agreements, each
agreement being an Agreement and Plan of Exchange ("Agreements").
Pursuant to the Agreements, Modular and Lutrex will become a wholly-
owned subsidiaries of the Registrant. Pursuant to the terms and
conditions of that Agreement, at such time as Global filed its
Schedule 14C, nothing by the Registrant, Modular or Lutrex could
cause this Agreement to be void, voidable or invalid. The Registrant
filed its Schedule 14C on November 16, 2001.
For the acquisition of Modular, the Registrant shall issue to
the parent of Modular, The Majestic Companies, Ltd., a Nevada
corporation ("Majestic"), a total of Twenty-Eight Million, Five
Hundred Thousand shares of the common stock of the Registrant.
Majestic has set a record date of December 11, 2001, and will
distribute, pro-rata, to each shareholder of record, as a dividend,
all Twenty-Eight Million, Five Hundred Thousand shares of the common
stock of the Registrant.
The Registrant also signed a note payable to Majestic for Nine
Hundred Thousand Dollars ($900,000.00), payable over a sixteen (16)
month period. That period shall commence on December 8, 2001
("Effective Date") under the following structure: First payment, due
on the Effective date, $10,000.00; Second payment, due one month
after the Effective date, $20,000.00; Third payment, due two months
after the Effective date, $30,000.00; Fourth payment, due three
months after the Effective date, $40,000.00; Fifth payment, due four
months after the Effective date, $50,000.00; Sixth payment, due five
months after the Effective date, $50,000.00; and for the remaining
ten (10) more, payments of $70,000.00 on each month thereafter after
the date of the Effective date. It is understood that in any month
whereby the Registrant cannot make the payment without impairing
working capital, the Registrant may elect to make all or any portion
of the payment in stock of the Registrant at the bid price on the
date the payment is due.
Also pursuant to the terms of the Agreement, all property,
real, personal and mixed, and all debts due to Modular on whatever
account, as well for stock subscriptions as all other choses in
action, and all and every other interest of or belonging to Modular
shall remain with Modular, and the title to any real estate or any
interest, whether vested by deed or otherwise, in Modular shall not
revert or be in any way impaired by reason of the exchange; provided,
however, that all rights of creditors and all liens upon the property
of Modular shall be preserved unimpaired, and any debts, liabilities,
obligations and duties of Modular shall remain with Modular.
For the acquisition of Lutrex, the Registrant shall issue to the
shareholders of Lutrex a total of Fifty-Nine Million shares of the
common stock of the Registrant.
The Registrant also signed a note payable to Lutrex for Seven
Hundred Thousand Dollars ($700,000.00) worth of the Registrant's
common stock, payable over a sixteen (16) month period. Payments are
to be made according to the following schedule: Beginning on June 8,
2002, and continuing on the eighth day of each successive month for
nine more months, a payment in the amount of $70,000.00 of restricted
common stock of the Registrant, the actual amount of stock to be
issued to Lutrex to be calculated by the closing bid price of the
Registrant on the eighth day of each month on which payment is due,
and if there is not a closing bid price on that day, then the amount
to be calculated will be calculated according to the next available
closing bid price.
Also pursuant to the terms of the Agreement, all property,
real, personal and mixed, and all debts due to Lutrex on whatever
account, as well for stock subscriptions as all other choses in
action, and all and every other interest of or belonging to Lutrex
shall remain with Lutrex, and the title to any real estate or any
interest, whether vested by deed or otherwise, in Lutrex shall not
revert or be in any way impaired by reason of the exchange; provided,
however, that all rights of creditors and all liens upon the property
of Lutrex shall be preserved unimpaired, and any debts, liabilities,
obligations and duties of Lutrex shall remain with Lutrex.
Modular's principal product line consists of a variety of re-
locatable modular classroom structures that are sold to both public
and private California school districts. The Modular's modular
classroom structures are engineered and constructed in accordance with
pre-approved building plans, commonly referred to as "P.C.'s" or "pre-
checked" plans that conform to structural and seismic safety
specifications adopted by the California Department of State
Architects ("DSA"). The DSA regulates all California school
construction on public land and the DSA's standards are considered to
be more rigorous than the standards that typically regulate other
classes of commercial portable structures. Lutrex has assets that
should result in an immediate significant increase in core business
book value and bring about rapid revenue and income growth. The core
component of Lutrex's asset base is its integrated, state-of-the-art,
automated manufacturing equipment and process, raw material and
marketing collateral that are specifically designed for the high
capacity construction of modular structures. In addition to Lutrex's
tangible assets, the group brings a management team with that has a
proven track record of being able to quickly ramp up modular building
sales and manufacturing capacity in an extremely compressed time
frame, as well as many years of modular industry experience.
The Registrant's acquisitions of Modular and Lutrex are critical
steps in the deployment of its new business, what will be the
Registrant's core business, the business of designing, manufacturing
and marketing re-locatable modular structures such as classrooms and
office buildings to end users as well as to third party leasing
agents for use within the state of California, as well as other
Western States.
ITEM 5. OTHER EVENTS
The current Board of Directors of the Registrant has added three
new members to the Board. These new members will remain members
until such time as the Registrant holds an annual meeting to elect
new Board of Directors. These new Board of Directors are Phillip
Hamilton, Adam DeBard and Peter Colmer. Upon the addition of the new
Board of Directors, the current Board of Directors will step down
officially as of December 7, 2001, and until such time, will remain
on an interim basis.
Phillip Hamilton has over thirty years entrepreneurial and
senior management experience in the manufacturing business. From
1996 to current, Mr. Hamilton has been the Chief Executive Officer of
Top Line Building Products. Top Line Building Products is a truss
manufacturing plants with annual revenues of approximately
$8,000,000, which provides its products to major homebuilders in
Northern California. As the CEO, Mr. Hamilton has directed the
marketing, sales and production activities of the company, as well as
re-designing the original truss plant into a modern state of the arts
manufacturing plant with new production stations.
From 1996 to Feb 2000, Mr. Hamilton was the Chairman and CEO of
Pacesetter Industries, Inc. Pacesetter Industries was one of the
largest modular manufacturers of residential and commercial buildings
in California. As Chief Executive Officer, Mr. Hamilton was
responsible for managing the marketing, sales and production
activities of the company. Pacesetter was built from inception into
one of California's largest modular manufacturers producing and
installing thousands of residential and commercial building.
Pacesetter Industries, Inc. employed a staff of over 650 employees
with annual sales of $50,000,000 in 1999. Pacesetter Industries,
Inc. filed a Chapter 11 bankruptcy on February 29, 2000 in Fresno
County, that was finally converted to a Chapter 7. Mr. Hamilton filed
a Chapter 7 personal bankruptcy in Fresno County in December 2000,
due to joint personal guarantees on Pacesetter's corporate debt.
Mr. Hamilton attended Pacific Union College taking courses in
Business Administration.
Adam N. DeBard has over fifteen years of experience in the
manufacturing and technology business sectors. From January 2001 to
current, Mr. DeBard has been the Chief Information Officer- Top Line
Building Products. As the CIO, Mr. DeBard was responsible for the
design, implementation and management of a corporate wide computer
network, as well as preparation of production analysis reports for
senior management and equipment leases and acquisitions.
From 1997 to December 2000, Mr. DeBard was the Vice President
and Chief Information Officer for Pacesetter Industries, Inc. As
such, Mr. DeBard was responsible for all computer software and
hardware acquisitions, installations and maintenance for multiple
branch offices, as well as responsible for preparing a monthly
analysis report of the automated production line for senior
management. Mr. DeBard was responsible for: computerizing the
purchasing, estimation, production and engineering systems for the company.
Mr. DeBard attended Walla Walla College for four years in the
Business Administration program.
Peter Colmer formed Finley, Colmer and Company in May 1991 to
create a corporate finance advisory capability for The Finley Group,
a Charlotte-based crisis management firm. Since that time, Mr.
Colmer has worked on numerous financing and turnaround advisory
projects for development and middle market companies. Finley, Colmer
and Company is experienced in providing corporate finance advice and
results. From developing business plans to structuring transactions,
Finley, Colmer and Company works closely with clients to secure
favorable financing which meets both short and long-term needs. They
have often been successful under quite adverse circumstances
Mr. Colmer was affiliated with The First National Bank of
Atlanta (now part of Wachovia Corporation) beginning in 1972,
completed credit training and workied for several years in the
equipment finance group with that bank. In 1978, Mr. Colmer formed
Southern Capital Corporation, and in the ensuing seven years raised
over $75,000,000 for clients requiring venture capital, leveraged
buy-out financing, and equipment leasing programs. In 1985, Mr.
Colmer sold his interest in Southern Capital and joined SMI, a
modular building company, raising over $50,000,000 and leading that
firm's expansion to the West Coast.
Mr. Colmer obtained a Bachelor of Arts in History and Economics
in 1970 from Princeton University.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Financial statements as required by this item will be filed by
amendment not later than 60 days after the date that the initial
report on Form 8-K must be filed (November 16, 2001) a date not later
than January 15, 2002.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Global Foods Online, Inc.
Dated: November 28, 2001 By: /s/ John Harrison
John Harrison, President