X0201 4 2004-01-12 0001145421 GFY FOODS INC GFYF 0001284774 SCHWALB EDWARD 497 LA SALLE LANE BUFFALO GROVE IL 60089 1 1 1 0 President Common 2004-01-12 4 J 0 20000000 .001 A 20000000 D Common 2004-01-16 4 J 0 250000000 .001 A 270000000 D Common 2004-01-22 4 J 0 250000 .025 A 270250000 D On January 12, 2004, pursuant to an agreement by and between the registrant and GFY, Inc., Mr. Schwalb was issued 20,000,000 shares of common stock of the Registrant in consideration for the acquisition of 100% of the outstanding stock in GFY, Inc. On January 16, 2004, the Registrant entered into an employment agreement with Mr. Schwalb. Under the terms of the employment agreement, Mr. Schwalb is to maintain a 70% interest in the Registrant. The Registrant issued Mr. Schwalb 250,000,000 shares of restricted common stock on this date. On January 22, 2004, the Registrant issued Mr. Schwalb 250,000 shares of stock registered under an S-8 registration. The price of these shares was valued at the market price at the date of issuance. Edward Schwalb 2004-04-09