GFYD -- GFY Foods, Inc. - Com ($0.001)(New)
COMPANY NEWS AND PRESS RELEASES FROM OTHER SOURCES:
GFY FOODS INC, (SC 13D) Statement of Ownership Filed By WEED RICHARD O
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
GFY Foods, Inc.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
36169V 40 9 (CUSIP Number)
Richard O. Weed
Weed & Co. LLP
4695 MacArthur Court, Suite 1430
Newport Beach, CA 92660
Telephone (949) 475-9086
Facsimile (949) 475-9087
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 14, 2006 (Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 361369V 40 9
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Richard O. Weed
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States of America
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7. Sole Voting Power
NUMBER OF 3,600,000,000 shares of common stock
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 3,600,000,000 shares of common stock
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,600,000,000 shares of common stock
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
Not applicable.
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13. Percent of Class Represented by Amount in Row (11)
45%
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14. Type of Reporting Person (See Instructions)
IN, CO
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ITEM 1. Security and Issuer
Common Stock, $.001 par value
GFY Foods, Inc.
601 Deerfield Parkway
Buffalo Grove, IL 60089
(847) 814-7974
ITEM 2. Identity and Background
(a) Name: Richard O. Weed
(b) Residence or business address:
4695 MacArthur Court, Suite 1430
Newport Beach, CA 92660
(c) Present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted:
Lawyer
Weed & Co. LLP
4695 MacArthur Court, Suite 1430 Newport Beach, CA 92660
Weed & Co. LLP is a law firm
(d,e) Legal Proceedings
During the last five years, Mr. Weed has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five years, Mr. Weed has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Citizenship:
United States of America
ITEM 3. Source and Amount of Funds or Other Consideration
Mr. Weed owns all of the capital stock of Media X Corporation, a Nevada corporation ("MXC"). MXC issued a promissory note to Mr. Edward Schwalb to acquire the securities under a Securities Purchase Agreement. Further, the issuer, GFY Foods, Inc. is indebted to Weed & Co. LLP, a law firm where Mr. Weed is a partner, in the amount of $120,000 as a result of that law firm's representation of GFY Foods, Inc. in an enforcement action styled Securities and Exchange Commission v. David Wolfson, et al, Case No. 2:03 CV 0914 DAK, in the United States District Court, District of Utah.
ITEM 4. Purpose of Transaction
In the future, Mr. Weed plans to identify new management for the issuer and encourage this issuer, which is a shell corporation, to engage in an extraordinary corporate transaction, such as a merger, reorganization, or recapitalization. Mr. Weed does not have specific plans for new management or any such extraordinary corporate transaction. Prior to this transaction, the stockholder with a majority of the voting power of the corporation took action to amend the articles of incorporation and various creditors agreed to swap their debt for equity following amendment of the issuer's articles of incorporation.
ITEM 5. Interest in Securities of the Issuer
(a) As a result of the Securities Purchase Agreement between Edward Schwalb, as Seller, and MXC, an entity controlled by Richard O. Weed, as Buyer, Mr. Weed is the beneficial owner of 45% of the issued and outstanding common stock.
(b) Mr. Weed has the sole power to vote and dispose of the shares described in paragraph (a).
(c) In the past sixty days, Mr. Weed has effected the following transactions in the company's common stock: None
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
None.
ITEM 7. Material to Be Filed as Exhibits
Securities Purchase Agreement between Edward Schwalb and Media X Corporation.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2006
Date
/s/ Richard O. Weed
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Signature
Richard O. Weed
Name/Title
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
Exhibit 10.1 Securities Purchase Agreement between Edward Schwalb and Media X Corporation
SECURITIES PURCHASE AGREEMENT
THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made between the BUYER and SELLER, whose names are set forth on the signature page below.
WHEREAS, BUYER desires to acquire 3,600,000,000 shares of common stock of GFY Foods, Inc., a Nevada corporation, (the "Securities") from SELLER, subject to the terms and conditions of this Agreement;
WHEREAS, SELLER desires to sell the Securities to BUYER, subject to the terms and conditions of this Agreement; and
WHEREAS, it is intended that the offer and sale of the Securities be consummated in accordance with the requirements set forth by Section 4(1) under the Securities Act of 1933, as amended.
NOW, THEREFORE, for and in consideration of the mutual promises herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Purchase and Sale.
Based on the representations and warranties herein contained, subject to the terms and conditions set forth herein, BUYER hereby agrees to purchase the Securities for a $15,000 Promissory Note (the "Consideration"). The Consideration is payable at Closing. A copy of the Promissory Note is attached as Exhibit 1.
2. Escrow of Consideration and Closing.
A. ESCROW. The parties agree to select a mutually agreeable third party to act as escrow agent ("Escrow Agent") to hold and deliver the Securities and the Consideration, together with all other documents reasonably requested by Escrow Agent, to assist SELLER and BUYER in effecting the transaction contemplated herein.
B. CLOSING DATE. The closing of the purchase and sale contemplated by this Agreement (the "Closing Date") shall occur, as soon as possible, but in all cases on or before February 14, 2006. At the Closing Date, the Escrow Agent shall deliver the Consideration to SELLER, or its designee(s) and the Securities to BUYER, or its designee(s).
C. TRANSACTIONS AND DOCUMENT EXCHANGE AT CLOSING. Prior to or at the Closing, the following transactions shall occur and documents shall be exchanged, all of which shall be deemed to occur simultaneously:
(1) By BUYER. BUYER will deliver, or cause to be delivered, to SELLER:
(i) The Consideration; and
(ii) Such other documents, instruments, and/or certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, or which are reasonably determined by the parties to be required to effectuate the transactions contemplated in this Agreement, or as otherwise may be reasonably requested by SELLER in furtherance of the intent of this Agreement;
(2) By SELLER. SELLER will deliver, or cause the following to be delivered to BUYER:
(i) The Securities; and
(iii) Such other documents, instruments, and/or certificates, if any, as are required to be delivered pursuant to the provisions of this Agreement, or which are reasonably determined by the parties to be required to effectuate the transactions contemplated in this Agreement, or as otherwise may be reasonably requested by BUYER in furtherance of the intent of this Agreement.
(D) POST-CLOSING DOCUMENTS. From time to time after the Closing, upon the reasonable request of any party, the party to whom the request is made shall deliver such other and further documents, instruments, and/or certificates as may be necessary to more fully vest in the requesting party the Consideration or the Securities, as provided for in this Agreement, or to enable the requesting party to obtain the rights and benefits contemplated by this Agreement.
3. Private Offering.
A. PRIVATE OFFERING. SELLER and BUYER understand each that the sale and exchange of Securities contemplated herein constitutes a private, arms-length transaction between a willing seller and a willing buyer without the use or reliance upon a broker, distributor, or securities underwriter.
B. PURCHASE FOR INVESTMENT. SELLER and BUYER are not the issuer, underwriters of, or dealers in the Securities to be sold and exchanged hereunder.
C. INVESTMENT RISK. Because of their financial position and other factors, the transaction contemplated by this Agreement may involve a high degree of financial risk, including the risk that one or both parties may lose its entire investment.
D. ACCESS TO INFORMATION. SELLER, BUYER, and their advisors have been afforded the opportunity to discuss the transaction with legal and accounting professionals and to examine and evaluate the financial impact of the sale and exchange contemplated herein.
4. Representations and Warranties.
BUYER hereby covenants with, represents, and warrants to SELLER that:
A. BUYER is authorized to acquire the Securities, meets the definition of "accredited investor" and "sophisticated investor" as those terms are defined in the Federal securities laws, rules, and court decisions of the United States. This Agreement has been duly executed and delivered by BUYER and constitutes a binding, and enforceable obligation of BUYER;
B. THIRD PARTY CONSENT. No authorization, consent, approval, registration, or filing with any governmental authority or any other person is required by the BUYER in connection with the execution, delivery, or performance of this Agreement or the transfer of the Securities, or if required BUYER have or will obtain the same prior to Closing; and
C. AUTHORITY. This Agreement has been duly executed by BUYER, and the execution and performance of this Agreement will not violate, result in a breach of, or constitute a default in any agreement, instrument, judgment, order, or decree to which BUYER is a party or to which the Consideration is subject.
SELLER hereby covenants with, represents, and warrants to BUYER that:
A. SELLER is authorized to sell, convey and transfer the Securities, meets the definition of "accredited investor" and "sophisticated investor" as those terms are defined in the Federal securities laws, rules, and court decisions of the United States. This Agreement has been duly executed and delivered by SELLER and constitutes a binding, and enforceable obligation of SELLER;
B. THIRD PARTY CONSENT. No authorization, consent, approval, registration or filing with any governmental authority or any other person is required by the SELLER in connection with the execution, delivery, or performance of this Agreement or the transfer of the Securities, or if required SELLER have or will obtain the same prior to Closing; and
C. AUTHORITY. This Agreement has been duly executed by SELLER, and the execution . . .
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