As filed with the Securities and Exchange Commission on August 20, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
eFoodSafety.com, Inc.
(Name of Small Business Issuer in its charter)
Nevada 2870 62-1772151
(State of Incorporation) (Primary Standard Industrial (I.R.S. Employer ID.)
Classification No.)
350 West Caldwell Avenue
Visalia, CA 93277
(559) 741-2065 Phone
(559) 741-2066 Fax
|
(Address and telephone number of Registrant's principal
executive offices and principal place of business)
Patricia Ross, President
eFoodSafety.com, Inc.
350 West Caldwell Avenue
Visalia, CA 93277
Michael J. Daniels
3350 Durango, Suite 1016
Las Vegas, Nevada 89129
(727) 384-1330
(Name, address, and telephone number of agent for service)
Copies to:
Daniels, McGowan & Associates
1201 Allen Market Lane, Suite 200
St. Louis, MO 63104
Richard E. Daniels, Esq.
314-621-2728 Phone
314-621-3388 Fax
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective Registration statement for the same offering. / /
If the delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. / /
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. / /
CALCULATION OF REGISTRATION FEE
Title of Each Dollar Proposed Proposed Class of Amount Maximum Maximum Amount of Securities to to be Price Aggregate Registration be Registered Registered Per Share Price Fee Common Stock 12,540,000 $.003 $37,620* $13 $0.0005 par value |
* Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
The registrant hereby amends this registration on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with section 8(A) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(A), may determine.
EFOODSAFETY.COM, INC.
CROSS REFERENCE SHEET
ITEM NUMBER IN FORM SB-2 AND TITLE OF ITEM LOCATION IN PROSPECTUS
PROSPECTUS
Item 1. Front of Registration Statement and
Outside Front Cover of Prospectus Cover Page
Item 2. Inside Front and Outside Back Cover
Pages of Prospectus Inside Front and Outside Cover
Pages of Prospectus
Item 3. Summary Information and Risk Factors Prospectus Summary; The Company;
Risk Factors
Item 4. Use of Proceeds Use of Proceeds
Item 5. Determination of Offering Price Determination of Re-sale Price
Item 6. Dilution Not Applicable
Item 7. Selling Shareholders Selling Shareholders
Item 8. Plan of Distribution Plan of Distribution
Item 9. Legal Proceedings Legal Proceedings
Item 10. Directors, Executive Officers,
Promoters and Control Persons Management
Item 11. Security Ownership of Certain Beneficial
Owners and Management Management-Principal Shareholders
Item 12. Description of Securities Description of Securities
Item 13. Interest of Named Experts and Counsel Interest of Named Experts and Counsel
Item 14. Disclosure of Commission Position on
Indemnification Indemnification of Officers and Directors
Item 15. Organization Within Last Five Years Description of Business and Plan of Operation
Item 16. Description of Business Description of Business and Plan of Operation
Item 17. Management's Discussion and Analysis or
Plan of Operation Description of Business and Plan of Operation
Item 18. Description of Property. Description of Property
Item 19. Certain Relationships and
Related Transactions Certain Relationships and Related Transactions
Item 20. Market for Common Equity and Related Plan of Distribution; Shares Eligible for Future
Stockholder Matters Use
Item 21. Executive Compensation Management, Executive Compensation
Item 22. Financial Statements Financial Statements
Item 23. Changes In and Disagreements
With Accountants on Accounting
and Financial Disclosure Not Applicable
PART II
Item 24. Indemnification of Directors and Officers Indemnification of Directors and Officers
Item 25. Other Expenses of Issuance and Distribution Other Expenses of Issuance and Distribution
Item 26. Recent Sales of Unregistered Securities Recent Sales of Unregistered Securities
3
|
Item 27. Exhibits Exhibits Item 28. Undertakings Undertakings |
SUBJECT TO COMPLETION, DATED AUGUST , 2001
PROSPECTUS
EFOODSAFETY.COM, INC.
12,540,000 SHARES OF COMMON STOCK
This prospectus covers the resale, from time to time, of up to 12,540,000 shares of common stock of eFoodSafety.com, Inc. ("eFood") in the over-the-counter market, at prevailing market prices, at negotiated prices, or otherwise.
eFood will not be receiving any of the proceeds from the sale of the shares by selling shareholders, but will bear all of the expenses of the registration of the shares.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 5.
Our common stock is not currently listed or quoted on any quotation medium.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE ARE NOT ALLOWED TO SELL THE COMMON STOCK OFFERED BY THIS PROSPECTUS UNTIL THE REGISTRATION STATEMENT WE HAVE FILED WITH THE SEC BECOMES EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL OUR STOCK NOR DOES IT SOLICIT OFFERS TO BUY OUR STOCK IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.
The date of this Prospectus is August , 2001.
TABLE OF CONTENTS
Page
----
Prospectus Summary 3
Risk Factors 5
Forward-Looking Statements 7
Use of Proceed 8
Determination of Re-Sale Price 8
Selling Shareholders 8
Plan of Distribution 9
Legal Proceedings 10
Management 12
Executive Compensation 12
Principal Shareholders 13
Description of Securities 13
Shares Eligible for Future Sale 14
Description of Business and Plan of Operation 14
Description of Property 17
Interest of Named Experts and Counsel 17
Transfer Agent and Registrar 17
Disclosure of Commission Position on
Indemnification for Securities Act Liabilities 17
Certain Relationships and Related Transactions 18
Additional Information 20
|
Until 90 days after the effective date, all dealers that effect transactions in these shares, whether or not participating in this re-sale, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
No dealer, sales representative or any other person has been authorized to give any information or to make any representations in connection with the securities described in this prospectus other than those contained in this prospectus, and, if given or made, such information or representations must not be relied upon as having been authorized by eFood. Neither the delivery of this prospectus nor any [re-sale] made pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of eFood since the date of this prospectus or that the information contained in it is correct as of any time subsequent to its date.
IN THIS PROSPECTUS, REFERENCES TO THE "COMPANY", "EFOOD", "WE", "US", AND "OUR" REFER TO EFOODSAFETY.COM, INC.
PROSPECTUS SUMMARY
The following summary does not contain all the information that may be important to you. You should read this entire prospectus carefully, especially "Risk Factors" and the financial statements and related notes included elsewhere in this prospectus, before deciding to invest in shares of our common stock. This prospectus contains forward-looking statements that are based upon the beliefs of our management, but involve risks and uncertainties. Our actual results or experience could differ significantly from the results discussed in the forward-looking statements.
THE COMPANY
We were incorporated in Nevada on October 28, 1996 to wholesale products to businesses; and via the Internet to businesses and the general public where applicable. While developing the business, a merger with Global Procurement Systems was completed and a name change to eFoodSafety.com, Inc. was accomplished. Upon the merger, Ms. Patricia Ross assumed the official duties as President of the corporation and brought the corporation on its present path of providing sanitation services and products in the fruit and vegetable market worldwide. [Providing the initial efficacy of reduction or elimination of microbial pathogens on fruit and vegetables, or the residual efficacy of maintaining the sanitation level for up to 30 days from treatment with no alteration in quality, allows the company to be the absolute leader. Through strategic alliances, the company has developed a broad range of products and services. These include the initial packinghouse/distribution point Food Safety System utilizing processes from chlorination (including Food Safe 2600 surfactant) to ozone to electronic pasteurization. Products in truck and van sanitation for transport as well as sanitization of machines used have been developed. The development of these highly specialized and leading edge products have positioned this venture at the cutting edge of both technology and worldwide distribution through normal channels as well as the Internet.]
COVERED SECURITIES
We previously issued 29,335,000 shares of our common stock. This prospectus covers any resale of the following shares.
Common Stock Registered for Resale 12,540,000 Common Stock Outstanding prior to the Offering 29,335,000 Common Stock Outstanding after the Offering 29,335,000 |
SELECTED FINANCIAL DATA
These are derived from the company's Financial Statements, which have been audited by the our independent auditors, included elsewhere in this prospectus, and include all adjustments that management considers necessary for a fair presentation of the financial position and results of operations at that date and for such periods.
The following selected financial date should be read in conjunction with "Management's Discussion and Analysis of the Financial Condition and Plan of Operations," and the Financial Statements,
STATEMENT OF OPERATIONS DATA: (AUDITED)
For the year ended
April 30,
---------------------------
2001 2000
---------- ------------
Revenues: $ - $ -
Expenses: 26,770 -
---------- ------------
Net Loss $(26,770 $ -
---------- ------------
Basic and Diluted Loss per share $ - $ -
---------- ------------
|
BALANCE SHEET DATA: (AUDITED)
April 30, 2001
--------------
Working Capital $ -
Total Assets -
Long Term Debt -
Shareholders' equity -
|
RISK FACTORS
An investment in our common stock is speculative in nature and involves a high degree of risk. In addition to the other information contained in this prospectus, the following factors should be considered carefully before making any investment decisions with respect to purchasing our common stock. This prospectus contains, in addition to the lack of historical information, forward-looking statements that involve risks and uncertainties. eFood's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause or contribute to such difference include, but are not limited to, those discussed below, as well as those discussed elsewhere in this prospectus.
(1) WE ARE A DEVELOPMENT STAGE COMPANY, WITH NO OPERATING HISTORY, AND YOU COULD LOSE YOUR ENTIRE INVESTMENT.
Our business has not shown a profit. Since we commenced operations in October of 1996, we have accumulated a negligible net loss through the present. Although we expect to be profitable for the calendar year ending December 31, 2001, we cannot assure that a year-end profit will be realized or that profitability will continue in the future. In addition, we are in poor financial condition from a lack of capital.
(2) FINANCIAL RISK OF DEPENDENCE ON KEY PERSONNEL.
The success of the company will depend to a great extent on Patricia Ross and her select management team. There is no assurance that these individuals will remain with the company due to the lack of employment contracts. If we lose our key personnel, our business may suffer. We depend substantially on the continued services and performance of our senior management and, in particular, their contacts and relationships, especially within the fresh fruit and vegetable industry.
(3) RISK OF LOSS OF INVESTMENT DUE TO HIGHLY COMPETITIVE NATURE OF OUR INDUSTRY.
The market for sanitation products for fruits and vegetables is intensely competitive, and the specific niche the company is entering also carries with it a high degree of risk. eFood has no operating history or any revenues from operations. eFood has no significant assets or financial resources. eFood has operated at a loss and will continue to do so for some time or at least until the company has obtained financing and can fully execute its business plan.
We are smaller than our national competitors, and consequently lack the financial resources to enter new markets or increase existing market share. In fact, we compete with several companies that specialize in the $5 billion dollar fruit and vegetable sanitation market. Most of these companies have longer histories, greater name recognition, and more financial resources than we do.
(4) RISK OF LIQUIDITY, AS THERE IS NO PUBLIC MARKET FOR OUR SHARES, AND NO ASSURANCE OF A PUBLIC TRADING MARKET DEVELOPING OR OF NASDAQ INCLUSION.
Purchasers of these shares are at risk of no liquidity for their investment.
Prior to this offering, there has been no established trading market for our securities, and there is no assurance that a regular trading market for the securities will develop after completion of this offering. If a trading market does develop for the securities offered hereby, there can be no assurance that it will be sustained.
The Nasdaq Listing Qualifications Committee has not yet approved our common stock, however we have plans, upon the completion of this offering, to complete a proposed Initial Public Offering and then comply with Nasdaq's usual listing procedures. If for any reason the securities are not eligible for continued listing on NASDAQ, or a public trading market for the securities does not develop, purchasers of the securities may have difficulty selling their securities. In order to qualify for listing on Nasdaq, a company must, among other things, have at least $2,000,000 in total assets and $1,000,000 in total capital and surplus, a public float of a least 100,000 shares having a market value of least $200,000, and a minimum bid price of $1 per share, which minimum bid price requirement is waived if the Company maintains at least $2,000,000 in total capital and surplus and $1,000,000 in market value of its public float. If we are found able to satisfy the requirements for continued listing on Nasdaq, of which there can be no assurance, the common stock offered hereby would be quoted in the over-the-counter market in the National Quotation Bureau ("NQB") "Pink Sheets" or on the National Association of Securities Dealers ("NASD") OTC Electronic Bulletin Board under the same symbols.
In the event that, at some time in the future, the securities are no longer over the Nasdaq, it is anticipated that the common stock will be quoted in the National Quotation Bureau ("NQB") "Pink Sheets" or on the NASD OTC Electronic Bulletin Board, a NASD sponsored and operated inter-dealer automated quotation system for equity securities not quoted on Nasdaq. In such event, the prices and liquidity of the securities could be adversely affected and the trading of the securities could be subject to the so-called "penny stock" rules. See "Risk of low-priced Securities." Further, the de-listing of the securities may cause us to experience difficulty in raising additional capital and may result in a loss of coverage of the securities by brokers and financial press. The NASD OTC Bulletin Board was introduced in 1993 as an alternative to the "Pink Sheets" trading of over-the-counter securities. There can be no assurance that the NASD OTC Electronic Bulletin Board will be recognized as an alternative to quotation on the Nasdaq or in the "Pink Sheets."
(5) RISK DUE TO POSSIBILITY OF HIGHLY VOLATILE STOCK PRICE.
Should a market develop for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other Internet or produce and procurement oriented companies, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for produce and procurement companies in particular, has experienced extreme price and volume fluctuations which have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted against such companies. Such litigation, if
instituted, could result in substantial costs and a diversion of management's attention and resources, which could have a material adverse effect on our business, results of operations, and financial condition.
(6) RISK OF LOW-PRICED SECURITIES
The Securities and Exchange Commission has adopted regulations that
generally define a "penny stock" as any equity security that has a market price
of less than $5.00 per share and that is not traded on a national stock
exchange, NASDAQ or the NASDAQ National Market System. Now, or sometime in the
future, penny stocks could be removed from NASDAQ or the NASDAQ National Market
System or the securities may become subject to rules of the Commission that
impose additional sales practice requirements on broker-dealers effecting
transactions in penny stocks. In most instances, unless the purchaser is either
(i) an institutional accredited investor, (ii) the issuer, (iii) a director,
officer, general partner or beneficial owner of more than five percent (5 %) of
any class of equity security of the issuer of the stock that is the subject of
the transaction, or (iv) an established customer of the broker-dealer, the
broker-dealer must make a special suitability determination for the purchase of
such securities and have received the purchaser's prior written consent to the
transaction. Additionally, on any transaction involving a penny stock, the rules
of the Commission require, among other things, the delivery, prior to the
transaction, of a disclosure schedule prepared by the Commission relating to the
penny stock market and the risks associated with investing in penny stocks. The
broker dealer also must disclose the commissions payable to both the
broker-dealer and registered representative and current quotations for the
securities. Finally, among other requirements, monthly statements must be sent
to the purchaser of the penny stock disclosing recent price information for the
penny stock held in the purchaser's account and information on the limited
market in penny stocks. Consequently, the penny stock rules may restrict the
ability of broker-dealers to sell the securities and may affect the ability of
purchasers in this Offering to sell the securities in the secondary market.
FORWARD-LOOKING STATEMENTS
This prospectus contains statements that plan for or anticipate the future. Forward-looking statements include statements about the future of the Internet and food safety and sanitation industries, statements about our future business plans and strategies, and most other statements that are not historical in nature. In this prospectus, forward-looking statements are generally identified by the words "anticipate," "plan," "believe," "expect," "estimate," and the like. Because forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results to differ materially from those expressed or implied. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:
(A) an abrupt economic change resulting in an unexpected downturn in demand;
(B) governmental restrictions or excessive taxes on imports and exports;
(C) over-abundance of products and services related to the produce and procurement industries;
(D) economic resources to support the retail and wholesale promotion of new products and services;
(E) expansion plans, access to potential clients and advances in technology; and
(F) lack of working capital that could hinder the promotion and distribution of products and services to a broader based wholesale population.
USE OF PROCEEDS
The principal purpose of this registration is to create a more liquid public market for eFood's common stock. Upon the effectiveness of this registration statement, a portion of eFood's outstanding shares of common stock will be eligible for resale under the Securities Act. While eFood will bear the expenses of the registration of the shares, eFood will not realize any proceeds from any actual resale of the shares that might occur in the future. The selling shareholders will receive all proceeds from any resale.
DETERMINATION OF RE-SALE PRICE
This is not an offering of securities, but a registration of existing shares of common stock held by selling shareholders. Therefore, there is no offering price. The re-sales of shares, if any, will take place at then current market prices or, in the absence of an established market, at negotiated prices; or both.
Our business is subject to compliance with various government regulations. We are subject to regulation by numerous governmental agencies, the most active of which is the Securities and Exchange Commission (the "SEC"), which will regulate our status as a fully reporting company.
SELLING SHAREHOLDERS
The following table sets forth certain information as of the date of this prospectus, with respect to the selling shareholders for whom eFood is registering shares for resale to the public. The shares listed in the table were issued to eFoodSafety.com, Inc. for cash at $0.0005 (par value) per share. There are no known relationships between any of the shareholders, or eFood's management.
Method of Original Shares Maximum No.
Date of Issuance Beneficially of Shares to be
Name of Original (i.e. purchase Owned Prior to Sold Pursuant to
Security Holder Issue gift, etc.) Registration this Prospectus
Regency Financial
Services, Ltd. 10-09-00 purchase 2,347,500 2,347,500
Berkshire Capital
Management Co. Inc. 10-09-00 purchase 2,292,500 2,292,500
Michael A. Patterson 10-09-00 purchase 150,000 150,000
Interwest Association,
Inc. 10-09-00 purchase 150,000 150,000
Gina Della Femina 10-09-00 purchase 100,000 100,000
Steven A. Sanders 10-09-00 purchase 100,000 100,000
8
|
Laurence and Elisabeth Paredes 10-09-00 purchase 15,000 15,000 Ronald Sparkman 10-09-00 purchase 2,040,000 2,040,000 Stone Castle Keep, Inc. 10-09-00 purchase 2,040,000 2,040,000 John M. Peragine 10-09-00 purchase 525,000 525,000 James Mylock, Jr 10-09-00 purchase 525,000 525,000 Andreas Lintzeris 10-09-00 purchase 525,000 525,000 Jon Callahan 10-09-00 purchase 525,000 525,000 Daniel Grieco 10-09-00 purchase 10,000 10,000 Amanda E. Johnson 10-09-00 purchase 525,000 525,000 Milton Irizarry 10-09-00 purchase 525,000 525,000 John C. Sypek 10-09-00 purchase 25,000 25,000 Diane J. Harrison 10-09-00 purchase 500 500 William B. Harrison, II 10-09-00 purchase 500 500 Norman Davis 10-09-00 purchase 500 500 Sheryl Cerasani 10-09-00 purchase 500 500 Eileen Daniels 10-09-00 purchase 500 500 Daniel Terzo 10-09-00 purchase 500 500 Lynnette Sparks 10-09-00 purchase 500 500 Debra Lynn Hensen 10-09-00 purchase 500 500 Sandra Taunton 10-09-00 purchase 500 500 Wilma J. & William B Harrison 10-09-00 purchase 500 500 Donald & Cathy Hejmanowski 10-09-00 purchase 500 500 Arthur Rigsby 10-09-00 purchase 500 500 Michael J. Daniels 10-09-00 purchase 114,000 114,000 |
All of the shares offered by this prospectus may be offered for resale, from time to time, by the selling shareholders, pursuant to this prospectus, in one or more private or negotiated transactions, in open market transactions in the over-the-counter market, or otherwise, or by a combination of these methods, at fixed prices that may be changed, at market prices prevailing at the time of the sale, at prices related to such market prices, at negotiated prices, or otherwise. The selling shareholders may effect these transactions by selling their shares directly to one or more purchasers or to or through broker-dealers or agents. The compensation to a particular broker-dealer or agent may be in excess of customary commissions. Each of the selling shareholders may be deemed an "underwriter" within the meaning of the Securities Act in connection with each sale of shares. The selling shareholders will pay all commissions, transfer taxes and other expenses associated with their sales.
PLAN OF DISTRIBUTION
To our knowledge, none of the selling shareholders has made any arrangement with any brokerage firm for the sale of the shares. The selling shareholders have advised us that they presently intend to
dispose of the shares through broker-dealers in ordinary brokerage transactions at market prices prevailing at the time of sale.
Any broker-dealers or agents who act in connection with the sale of the shares may be deemed to be underwriters. Any discounts, commissions or concessions received by any broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act.
eFood has not registered its shares for resale under the securities or "blue sky" laws of any state. Current shareholders and persons who desire to purchase the shares in any trading market that may develop in the future, should be aware that there may be significant state "blue sky" restrictions upon the ability of new investors to purchase the securities. These restrictions could reduce the size of any potential trading market. Under federal law, non-issuer trading or resale of eFood's common stock may be exempt from most state registration or qualification requirements. However, some states may continue to restrict the ability to register or qualify eFood's common stock for both initial sale and secondary trading by regulations prohibiting or imposing limitations on the sale of securities of development stage issuers.
LEGAL PROCEEDINGS
We are not a party to any legal proceedings.
MANAGEMENT
We currently have no paid full time employees. The management team, consisting of the following individuals, is conducting the business of the company:
NAME POSITION AGE
Patricia Ross President/Treasurer/Director 60
Clarence W. Karney CEO/Secretary/Director 60
Lindsey Lee CFO 42
Scott McFee VP Operations/Director 43
Raymond Klocke Director 58
Thomas Gunn Director 63
|
There are no family relationships among the officers and directors.
PATRICIA ROSS, PRESIDENT, TREASURER, AND DIRECTOR, was president of Prime World Travel, Inc., a full service travel agency in Phoenix, Ariz., from May 1995 to September 2000. From November 2000 to the present, she has been a Managing Account Representative in the Executive Travel Department of American Express. From April 1999 through September 1999, Ms. Ross also served as Vice President of Food Safety Systems, a food processing company and the "predecessor" to eFood. Diversified Funds, a publicly traded holding company, acquired Food Safety Systems in the summer of 1999.
Ms. Ross has served eFood as a director for one year of a three-year term. She has been selected as one of the ten most influential women in the transportation and travel industry and honored as one of the 100 most influential women in Arizona. She was elected the first woman president of the Chamber of Commerce in Arizona, selected to represent Arizona at the White House Conference for Small Business, and is currently a Trustee on the Board of Directors for the Arizona Small Business Association.
CLARENCE W. KARNEY, CEO, SECRETARY, AND DIRECTOR, founded Karney & Associates, a consulting firm, in 1984 and spent seventeen years building it into a leader in the operations and inspections of fresh Fruit and vegetables from Central America. He is presently acting president of that firm, which is located in Visalia, California. Previously, Mr. Karney spent over nineteen years with the Federal Government Departments of Defense and the USDA. Mr. Karney is currently a member of the United Fresh Fruit and Vegetable Association, Western Growers Association, Institute of Food Technologists, International Food Processors, Fresh Cut Produce Association, and the Produce Marketing Association. He has also served one year of a three-year term as a director of eFood.
A personal bankruptcy petition was filed by Mr. Karney on October 25, 2000, and was discharged on February 1, 2001.
LINDSEY LEE, CFO, was a founding partner in Bond, Taylor and Lee, LLP, and for the past five years has been practicing as a licensed attorney, CPA, and Chartered Financial Analyst. Mr. Lee previously held positions with Arthur Andersen and Kenneth Leventhal & Company.
SCOTT MCFEE, Director, from September 1993 through March 2001, held positions in various operational, distribution and production capacities with Del Monte Fresh Produce. In his most recent position he was General Manager for Production and Distribution for Del Monte in Sanger, California, a 250,000 square foot packing and cooling facility. As G.M., Mr. McFee was responsible for a budget of approximately $14 million per year and 230 employees. Prior to Del Monte, Mr. McFee was employed at Sea-Land Service for seven years in various supervisory and advisory positions. Since March 2001 he has been Vice President of Programming for American Ships in Tampa, Florida. American Ships is a steamship/freight company with vessels that import and export container and break-bulk shipments of produce, dry good, steel, etc. Mr. McFee has served as a director of eFood for one year of a three-year term.
RAYMOND KLOCKE, Director, was Vice-President of Safeway from 1991 until November, 1998. Since that time he has served as president of his own consulting firm, Klocke Advantage, which specializes in services to the produce and procurement industries. Prior to Safeway, Mr. Klocke was Vice-President of Merchandising and Procurement for the Kroger Company in Cincinnati, Ohio. During his twenty-six years at Kroger, he was held accountable for the procurement of over two billion pounds of fresh produce and sales of $85 million while providing leadership to fourteen divisions within the company. Mr. Klocke is a professional speaker at seminars relating to the produce industry, and has held posts as Chairman of the United Way and President of the Produce Marketing Association. Mr.Klocke has served one year of a three-year term as an eFood director.
THOMAS GUNN, Director, is a former Chairman and Chief Executive Officer of Adidas Southwest and a former President of Stroh's Beer of Dallas. He is currently an Advisory Board member for the Republic Bank of Dallas and a board member of Neuhoff Packing Company. Mr. Gunn has for the past
ten years been Executive Director of the Arizona Small Business Association and is a founder of the Arizona Forum. He has served one year of a three-year term as a director of eFood Safety.
EXECUTIVE COMPENSATION
No compensation is currently being paid by the company to any of the executives. It is possible that upon completion of equity financing a compensation package will be developed, however there is no time frame for the foreseeable future. The board of directors will determine compensation of executives and shareholders of the company will not have the opportunity to vote on or approve such compensation. The board of directors will be developing a compensation package that will be within industry standards for executives similarly situated with other companies in the same industry.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information known to eFoodSafety.com, Inc. regarding beneficial ownership of eFood's common stock at October 16, 2000 and as adjusted to reflect the sale of the shares of common stock in this registration for re-sale by:
o each person known by eFood to be the beneficial owner of more than 5% of eFood's common stock;
o each of eFood' s directors and executive officers; and
o all executive officers and directors as a group.
Outstanding Percentage
Common of shares
Name and Address of Stock Prior to Beneficially
Beneficial Owner Registration Owned (1)
Berkshire Capital
Management Co., Inc.
670 White Plains Rd
Suite 120
Scarsdale, NY 10583 2,292,500 7.81%
Regency Financial Services,
Ltd.
670 White Plains Rd,
Suite 120
Scarsdale, NY 10583 2,347,500 8%
Ron Sparkman
10616 Brown Fox Trail
Littleton, CO 80125 2,040,000 6.95%
Stone Castle Keep, Inc.
10616 Brown Fox Trail
Littleton, CO 80125 2,040,000 6.95%
12
|
Clarence W. Karney 3244 Oakview Drive Visalia, CA 93277 8,397,500 28.63% Patricia Ross 350 West Caldwell Avenue Visalia, CA 93277 8,397,500 28.63% All Officers and Directors as a group (4 in number) 16,795,000 57.25% |
(1) The information contained in this table with respect to beneficial ownership reflects "beneficial ownership" as defined in Rule 13d-3 under the Exchange Act. All information with respect to the beneficial ownership of any shareholder has been furnished by such shareholder and, except as otherwise indicated or pursuant to community property laws, each shareholder has sole voting and investment power with respect to shares listed as beneficially owned by such shareholder. Pursuant to the rules of the Commission, in calculating percentage ownership, each person is deemed to beneficially own shares subject to options or warrants exercisable within 60 days of the date of this Prospectus, but shares subject to options or warrants owned by others (even if exercisable within 60 days) are deemed not to be outstanding.
DESCRIPTION OF SECURITIES
The Articles of Incorporation authorize capital stock consisting of 50,000,000 shares of common stock, $0.0005 par value.
COMMON STOCK
As of October 16, 2000, there were 29,335,000 shares of common stock issued and outstanding that were held of record by approximately 32 shareholders.
Each outstanding share of common stock is entitled to one vote on all matters to be submitted to a vote of shareholders, except that, upon giving the notice required by law, shareholders may cumulate their votes in the election of directors. Holders do not have preemptive rights, so we may issue additional shares that may reduce each holder's voting and financial interest in our company. The right of holders of our common stock to receive dividends may be restricted by the terms of any shares of our preferred stock issued in the future. If we were to liquidate, dissolve, or wind up our affairs, holders of common stock would share proportionately in our assets that remain after payment of all of our debts and obligations and after any liquidation payments with respect to preferred stock.
PREFERRED STOCK
There is no provision in the Articles of Incorporation for preferred stock at this time.
DIVIDENDS
We have no plans to pay dividends at this time, and we do not expect to pay dividends on common stock anytime soon. Our board will decide on any future payment of dividends, depending on the results of operations, financial condition, capital requirements, and any other relevant factors.
At present, there are no provisions in the by-laws that could delay a change in control of the company.
CONVERTIBLE NOTES
There are no convertible notes outstanding at this time.
SHARES ELIGIBLE FOR FUTURE USE
Upon the effectiveness of this registration statement, eFood will have 12,540,000 outstanding common shares registered for resale by the selling shareholders in accordance with the Securities Act of 1933.
Prior to this registration, no public trading market has existed for shares of eFood common stock. The sale, or availability for sale, of substantial amounts of common stock in the public trading market could adversely affect the market prices for eFood's common stock.
DESCRIPTION OF BUSINESS AND PLAN OF OPERATION
eFoodSafety.com, Inc., was incorporated in Nevada on October 28, 1996 as DJH International, Inc., to market products through the Internet. The founder saw the need for good products and services to be marketed traditionally and via the World Wide Web and sought opportunities through companies that had the ability to sell and deliver in a timely fashion.
On October 2, 2000, the company declared a 6 to 1 stock split of its shares of common stock. Subsequently, on October 16, 2000, we entered into an agreement and plan of reorganization with Global Procurement Systems, Inc. whereby we acquired Global. As a result of the acquisition, we issued 16,795,000 shares of common stock in exchange for the outstanding shares of Global and changed our name to eFoodSafety.com, Inc. Upon the merger, Ms. Patricia Ross assumed the official duties as president and brought us to our present path toward providing sanitation services and products in the fruit and vegetable market worldwide.
We have undergone no bankruptcy, receivership, or similar proceedings.
We were organized for the purpose of creating a corporate vehicle to seek, investigate and, if such investigation warrants, acquire an interest in one or more business opportunities presented to it. At this time, we have completed a merger as per above, and have identified a specific business that we have targeted for operations. This plan of operation assumes that we will be able to raise the necessary funds, through equity and/or debt financing, to finance our food safety products and services business. We
presently have no cash on hand and management serves without compensation.
The company is still considered to be a development stage company, with no significant revenue, and is dependent upon the raising of capital through placement of its common stock. There can be no assurance that we will be successful in raising the capital it requires through the sale of its common stock.
We intend to enter the emerging industry of providing effective methods and products to ensure the safety of fruit and vegetables being marketed worldwide, which in 1997 was a $5 Billion market. To this end, we have developed a proprietary "Food Safety Program", for which we will seek an intellectual property patent.
The U.S. Department of Agriculture has estimated that less than 2% of all fruits and vegetables are pathogen, or "germ", free, at the initial packing point, and less still are provided with a way to continue to eliminate the growth of pathogens during the distribution cycle. Recently, old methods of sanitation have resulted in illness and, in some cases, death of consumers of fresh fruit and vegetables as well as processed juices. Our research, covering the past two years and, along with our process development, costing $400,000 in funds contributed exclusively by management, has demonstrated that our Food Safe Program, utilizing chlorine in conjunction with Food Safe 2600 (our proprietary surfactant), ozone, or electronic pasteurization virtually eliminated all pathogens, including E. coli, Salmonella, and Listeria, at the packing house or distribution center.
The Food Safety Program is a complete process that incorporates an application and monitoring system utilizing either existing or custom designed spray applications of Food Safe materials to fresh fruit and vegetables after the initial chlorine bath. The program continuously monitors water quality, Oxidation Reduction Potential (ORP), ph, chlorine concentration, and maintains continuous records in encrypted for that satisfies [HAACP] requirements.
There is no up-front cost to the customer involved in the program. We supply machinery and materials. Charges for usage of the program are based on each unique situation and are determined on a case-by-case basis.
The program uses common materials, as does the manufacture of equipment, so we have a multitude of vending sources from which to choose. In addition, we plan to market our products and services so as not to become dependent on any one customer; the industry is highly fragmented in any case.
In addition to providing food sanitation services at the customer's
facility, we intend to lease three of our own supply point/distribution
facilities, beginning at Fresno, California, and extending to already identified
sites at Mesa, Arizona, and Houston, Texas. These facilities will recondition,
repack, cross dock, store drop, and Food Safe process all fresh fruits and
vegetables for domestic & export customers. Produce will be marketed for our
account under the name # 1 PATRIOT BRAND. Fresno can be producing revenue
approximately 45 days following funding, and Mesa and Houston can be set up
within 90 days.
We also plan to use the Mesa location as an equipment manufacturing facility.
Targeted customer s will be, among others:
o Pappas, Landry's, and Joe's Crab Shack restaurants, Hyatt, Hilton, Marriott and Holiday Inn hotels;
o Kroger, Albertson's, Randall's, HEB, Whole Foods, Winn-Dixie, Wal-Mart, Tom Thumb, Brookshire Markets and Safeway grocery stores, and Grocers Supply;
o All governmental agencies, DPSC troop issue, VA hospitals, state and local hospitals, correctional institutions, sports complexes, and Nasa procurement;
o Burger King, Jack in the Box, Wendy's, Luby's, Pepsi Co., Disney, Kentucky Fried Chicken, and McDonalds food chains;
o Cruise ship lines, Sysco, Watson Foods, 7-11, cargo ships, US Foodservice, and Alliliant.
We will market all services, products, and produce from our off-line supply/distribution facilities through outside salesmen and through our web site, eFoodSafety.com.
We also intend to provide information of produce FOBs worldwide, growing conditions, digital inspections of produce, and digital Internet appraisals for lending institutions and claims adjusters.
COMPETITION
The on-line food-safe products and services marketplace is in its infancy, with no dominant business-to-business leader.
The fresh fruits, vegetables, and produce industries are extremely competitive and have become highly fragmented over the years. Operators have been attempting to hold or increase market share through the development and operation of traditional sales and distribution outlets. We believe that on-line marketing will be effective, and that others will emulate our business model.
There are presently, to the best of our knowledge, no companies that provide complete inspection services, processes, and equipment. There are, however, competitors that do provide partial food-safe programs.
We will compete with many different companies regarding certain commodities in the marketplace including, but no limited to:
o Dole, Castle & Cook, Del Monte, Baskovitch, Redi Pack, Grimmway Farms, Tony Vitrano, Fresh Express, T & A, Fresh America, Sysco, Wal-Mart, K Mart, Costco, Cub Stores, Super Value, Fresh Point, AmeriServ, Kraft, and Monarch Foods;
o Safeway, Albertson's, Winn Dixie, Publix, Kroger, Food Lion, Stop & Shop, Wegman's, Giant Foods, Path Mart, Cash & Carry, and Raley's;
o Burger King, Wendy's, McDonald's, In and Out Burger, Chili's, Subway, Hardee's, Jack-in-the-Box, White House, What-a-Burger, PepsiCo, Hyatt Hotels, Marriott Hotels, and Hilton Hotels.
o Private inspection services such as McDonald's Inspections and FBI Inspections.
The only licenses required will be a PACA (Perishable Agricultural Commodities Act) License and a State's License issued by the State Department in each state the company is conducting its business.
Our president, Mr. Clarence Karney has three decades of experience in this industry, and the processes developed comply with all present governmental and industry standards. There are no
applicable environmental laws that require compliance.
The management team will consist of approximately ten officers and/or directors. Six supervisors will oversee the operations divisions at each distribution center. The employees at each facility will be contracted through local vendors.
DESCRIPTION OF PROPERTY
We have office facilities and equipment that are provided at no charge until we are able to complete our first round of financing. Karney and Associates provides the space at Visalia, California.
INTEREST OF NAMED EXPERTS AND COUNSEL
The law firm of Daniels, McGowan & Associates, c/o Richard E. Daniels,
Esq., 1201 Allen Market Lane, Suite 200, St. Louis, Missouri 63104, telephone
(314) 621-2728, has been retained to advise the company regarding this filing.
The audited financial statements of eFoodSafety.com, Inc. included in this Prospectus and elsewhere in the Registration Statement have been audited by Robison, Hill & Co., 1366 East Murray Holladay Road, Salt Lake City, Utah 84117, telephone (801) 272-8045, independent public accountants, as indicated in their reports with respect thereto, and are included herein in reliance given upon their authority of said firm as experts in accounting and auditing.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock is Signature Stock
Transfer, Inc., 14675 Midway Road, Suite 221, Addison, Texas 75001; telephone
(972) 788-4193.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 78(1 )(2)(3) & (4) of the Nevada Revised Statutes (the "NRS") permits corporations to indemnify a director, officer or control person of the corporation or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expense. Our Articles of Incorporation and By-laws do not include such a provision automatically indemnifying a director, officer, or control person of the corporation, or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such.
Our By-laws, Article X Section 3, do permit us to secure insurance on behalf of any director, officer, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether or not Nevada law would permit indemnification.
We are not obligated to indemnify the indemnitee with respect to (a) acts, omissions or transactions from which the indemnitee may not be relieved of liability under applicable law, (b) claims initiated or brought voluntarily by the indemnitee and not by way of defense, except in certain situations, (c)
proceedings instituted by the indemnitee to enforce the Indemnification Agreements which are not made in good faith or are frivolous, or (d) violations of Section 16(b) of the Securities Exchange Act of 1934 or any similar statute.
While not requiring the maintenance of directors' and officers' liability insurance, if there is such insurance, the indemnitee must be provided with the maximum coverage afforded to Directors, Officers, key employees, agents or fiduciaries, if indemnitee is a director, officer, key employee, agent or fiduciary, respectively. Any award of indemnification to an agent would come directly from our assets, thereby affecting a stockholder's investment.
These indemnification provisions may be broad enough to permit indemnification of our directors and officers for liabilities (including reimbursement of expenses) arising under the Securities Act.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To the best of our knowledge there are no transactions involving any director, executive officer, any nominee for election as a director or officer or any security holder who is a beneficial owner or any member of the immediate family of the same.
ADDITIONAL INFORMATION
This prospectus is part of a registration statement on Form SB-2 filed under the Securities Act of 1933, as amended (which is referred to later as the "Securities Act"). This prospectus does not contain all of the information in the Registration Statement and its exhibits. Statements in this prospectus about any contract or other document are just summaries. You may be able to read the complete document as an exhibit to the Registration Statement.
eFoodSafety.com, Inc., when it becomes a fully reporting company, will have to file reports under the Securities Exchange Act of 1934, as amended (which is referred to later as the "Exchange Act"). You may read and copy the Registration Statement and our report at the Securities and Exchange Commission's (which is referred to later as the "Commission") public reference rooms at 450 Fifth Street, N.W. Washington, D.C. 20549, Seven World Trade Center, 13th Floor, New York, New York 10048. (You may telephone the Commission's Public Reference Branch at 800-SEC-0330.) Our Registration Statement and reports will also be available on the Commission's Internet site at http ://www. sec.gov.
We intend to furnish our stockholders with annual reports containing financial statements audited by an independent public accounting firm after the end of each fiscal year.
EFOODSAFETY.COM, INC.
(FORMERLY DJH INTERNATIONAL, INC.)
(A DEVELOPMENT STAGE COMPANY)
-:-
INDEPENDENT AUDITOR'S REPORT
APRIL 30, 2001 AND 2000
CONTENTS
Page
----
Independent Auditor's Report...........................................F - 1
Balance Sheets
April 30, 2001 and 2000..............................................F - 2
Statements of Operations for the
Years Ended April 30, 2001 and 2000..................................F - 3
Statement of Stockholders' Equity
Since October 28, 1996 (Inception) to April 30, 2001 ................F - 4
Statements of Cash Flows for the
Years Ended April 30, 2001...........................................F - 6
Notes to Financial Statements..........................................F - 7
|
INDEPENDENT AUDITOR'S REPORT
eFoodSafety.com, Inc.
(Formerly DJH International, Inc.)
(A Development Stage Company)
We have audited the accompanying balance sheets of eFoodSafety.com, Inc. (formerly DJH International, Inc.) (a development stage company) as of April 30, 2001 and 2000, and the related statements of operations and cash flows for the years ended April 30, 2001 and 2000, and the statement of stockholders' equity since October 28, 1996 (inception) to April 30, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of eFoodSafety.com, Inc. (formerly DJH International, Inc.) (a development stage company) as of April 30, 2001 and 2000, and the results of its operations and its cash flows for the years ended April 30, 2001 and 2000 in conformity with generally accepted accounting principles.
Respectfully submitted
/s/Robison, Hill & Co.
---------------------------------
Certified Public Accountants
Salt Lake City, Utah
May 8, 2001
|
EFOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
BALANCE SHEETS
April 30
---------------------------
2001 2000
---------- ---------
Assets $ - $ -
========== =========
Liabilities $ - $ -
---------- ---------
Stockholders' Equity:
Common Stock, $.0005 Par Value
Authorized 50,000,000 shares,
Issued 29,335,000 at April 30, 2001,
and 12,540,000 at April 30, 2000 14,668 6,270
Paid-In Capital 19,002 630
Deficit Accumulated During the
Development Stage (33,670) (6,900)
---------- ---------
Total Stockholders' Equity - -
---------- ---------
Total Liabilities and
Stockholders' Equity $ - $ -
========== =========
|
The accompanying notes are an integral part of these financial statements.
EFOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
since
October 28,
For the year 1996
ended inception
April 30, of
------------------------------ development
2001 2000 stage
------------ ---------- ------------
Revenues: $ - $ - $ -
Expenses: 26,770 - 33,670
------------ ---------- ------------
Net Loss $ (26,770) $ - $ (33,670)
------------ ---------- ------------
Basic & Diluted loss per share $ - $ -
============ ==========
|
The accompanying notes are an integral part of these financial statements.
EFOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
SINCE OCTOBER 28, 1996 (INCEPTION) TO APRIL 30, 2001
Deficit
Accumulated
Since
October 28, 1996
Common Stock Paid-In Inception of
------------------------------- Paid-In Development
Shares Par Value Capital Stage
------------ --------- --------- -----------------
Balance at October 28, 1996 (inception)
- $ - $ - $ -
October 29, 1996 Issuance of
Stock for services 2,090,000 1,045 5,455 -
Net Loss - - - (6,500)
------------ --------- --------- -----------------
Balance at April 30, 1997 as originally 2,090,000 1,045 5,455 (6,500)
reported
Retroactive adjustment for 6 to 1 stock 10,450,000 5,225 (5,225) -
split October 2, 2000
Restated Balance at April 30, 1997 12,540,000 6,270 230 (6,500)
Net Loss - - - -
Balance at April 30, 1998 12,540,000 6,270 230 (6,500)
Capital contributed by shareholder - - 400 -
Net Loss - - - (400)
Balance at April 30, 1999 12,540,000 6,270 630 (6,900)
F-4
|
Net Loss - - - - Balance at April 30, 2000 12,540,000 $6,270 $630 $(6,900) |
EFOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
SINCE OCTOBER 28, 1996 (INCEPTION) TO APRIL 30, 2001
(continued)
Deficit
Accumulated
Since
October 28, 1996
Inception of
Common Stock Paid-In Development
Shares Par Value Capital Stage
------ --------- ------- ----------------
Balance at April 30, 2000 12,540,000 $6,270 $630 $(6,900)
October 16, 2000 Shares issued for 16,795,000 8,398 - -
Acquisition of Global Procurement
Capital contributed by shareholder - - 18,372 -
Net Loss - - - (26,770)
----------- --------------- ------------ -----------------
Balance at April 30, 2001 29,335,000 $14,668 $19,002 $(33,670)
|
The accompanying notes are an integral part of these financial statements.
EFOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Since
For the year October 28,
ended 1996
April 30, Inception of
------------------------------ Development
2001 2000 Stage
--------------- ----------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss $ (26,770) $ - $(33,670)
--------------- ----------- ------------
Net Cash Used in operating activities (26,770) - (33,670)
--------------- ----------- ------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
investing activities - - -
--------------- ----------- ------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of Common Stock 8,398 - 14,668
Capital contributed by shareholder 18,372 - 19,002
--------------- ----------- ------------
Net Cash Provided by
Financing Activities 26,770 - 33,670
--------------- ----------- ------------
Net (Decrease) Increase in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
at Beginning of Period - - -
Cash and Cash Equivalents
--------------- ----------- ------------
at End of Period $ - $ - $ -
=============== =========== ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ -
|
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
None
The accompanying notes are an integral part of these financial statements.
FOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2001 AND 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for eFoodSafety.com, Inc. (formerly DJH International, Inc.) (a development stage company) is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
ORGANIZATION AND BASIS OF PRESENTATION
The Company was incorporated under the laws of the State of Nevada on October 28, 1996. Since October 28, 1996 the Company is in the development stage, and has not commenced planned principal operations.
NATURE OF BUSINESS
The company has no products or services as of April 30, 2001. The Company was organized as a vehicle to provide methods and products to ensure the safety of fruits and vegetables being marketed worldwide.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
PERVASIVENESS OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
EFOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2001 AND 2000
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the year ended April 30, 2001
BASIC LOSS PER SHARE
Loss to common shareholders $(26,770) 21,604,699 $ -
For the year ended April 30, 2000
BASIC LOSS PER SHARE
Loss to common shareholders $ - 12,540,000 $ -
|
The effect of outstanding common stock equivalents would be anti-dilutive for April 30, 2001 and 2000 and are thus not considered.
CONCENTRATION OF CREDIT RISK
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits.
EFOODSAFETY.COM, INC.
(Formerly DJH International, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED APRIL 30, 2001 AND 2000
(Continued)
NOTE 2 - INCOME TAXES
As of April 30, 2001, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $33,000 that may be offset
against future taxable income through 2020. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carryforwards will expire unused.
Accordingly, the potential tax benefits of the loss carryforwards are offset by
a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage.
NOTE 4 - COMMITMENTS
As of April 30, 2001 all activities of the Company have been conducted by corporate officers from either their homes or business offices. Currently, there are no outstanding debts owed by the company for the use of these facilities and there are no commitments for future use of the facilities.
NOTE 5 - STOCK SPLIT
On October 2, 2000, the Company declared a 6 to 1 stock split of its shares of common stock, par value $.0005 per share. As a result of the split, 10,450,000 shares were issued and Paid-In Capital was decreased by $5,225. All references in the accompanying financial statements to number of common shares and per-share amounts for 2001 and 2000 have been restated to reflect the stock split.
NOTE 6 - ACQUISITION
On October 16, 2000, the Company entered into an agreement and plan of reorganization with Global Procurement Systems, Inc. ("GPS") whereby the Company acquired GPS. As a result
of the acquisition, the Company issued 16,795,000 shares of common stock in exchange for the outstanding shares of GPS and changed its name to eFoodSafety.com, Inc.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 78(1)(2)(3) & (4) of the Nevada Revised Statutes (the "NRS") permits corporations to indemnify a director, officer or control person of the corporation or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expense. Our Articles of Incorporation and By-laws do not include such a provision automatically indemnifying a director, officer or control person of the corporation or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such.
Our By-laws, Article X Section 3, do permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether or not Nevada law would permit indemnification.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of the offering, all of which are to be borne by the Registrant, are as follows:
SEC Filing Fee $ 13* Printing Expenses $ 2,000* Accounting Fees and Expenses $ 3,000* Legal Fees and Expenses $ 15,000* Blue Sky Fees and Expenses $ 5,000* Registrar and Transfer Agent Fees $ 500 Miscellaneous $ 1,000* Total $ 26,513 |
*ESTIMATED AMOUNTS
All expenses of the registration will be borne by eFood.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following securities of eFoodSafety.com, Inc. were issued by eFood within the past two (2) years and were not registered under the Securities Act of 1933. Upon incorporation there were 2,090,000 shares of common stock issued pursuant to the exemption from registration contained within Section 4(2) of the Securities Act of 1933, to company officers and directors. Pursuant to a Board resolution of the corporation a forward split of 6 to 1 was completed and a reorganization occurred on October 16, 2000 and an additional 27,245,000 shares were issued from treasury for due consideration from the merging corporation.
ITEM 27. EXHIBITS.
The following Exhibits are filed as part of this Registration Statement pursuant to Item 601 of Regulation S-B:
EXHIBIT NUMBER DESCRIPTION ------------- ----------- 3.1 Articles of Incorporation 3.2 Corporate By-Laws 4.1 Form of Common Stock Certificate 5.1 Consent and Opinion of Counsel 23.1 Consent of Robison, Hill & Co. 23.2 Consent of Richard E. Daniels, Esq. (See 5.1) |
ITEM 28. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a post effective amendment to this Registration Statement to:
I. Include any prospectus required by Section I
(a)(3) of the Securities Act of 1933 (the
"Securities Act");
II. Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the Registration Statement.
III. Include any additional or changed material information on the plan of distribution.
(2) For determining liability under the Securities Act, each post-effective amendment shall be treated as a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to Directors, Officers and controlling persons of eFood pursuant to the foregoing provisions, or otherwise, eFood has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by eFood of expenses incurred or paid by a Director, Officer or a controlling person of eFood in the successful defense of any action, suit or proceeding) is asserted by such Director, Officer or controlling person in connection with the securities being registered, eFood will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Visalia, California, on August , 2001.
EFOODSAFETY.COM, INC.
BY: /s/ Patricia Ross Patricia Ross President/Treasurer/Director |
In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
SIGNATURE TITLE DATE /s/ Patricia Ross President, Treasurer, Director August 8,2001 -------------------------- /s/ Clarence W. Karney CEO, Secretary. Director August 8,2001 -------------------------- /s/ Lindsey Lee Chief Financial Officer August 8,2001 -------------------------- |
EXHIBIT 3.1
ARTICLES OF INCORPORATION
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 28 1996
C22368-96
ARTICLES OF INCORPORATION
OF
DJH INTERNATIONAL, INC.
a Nevada Corporation
I.
The name of the corporation shall be DJH International, Inc. and shall be governed by Chapter 78 of the Nevada Revised Statutes.
II.
The Resident Agent is Michael J. Daniels, 537 E. Sahara, Suite 209 Las Vegas, Nevada 89104.
III.
The nature of the business of the corporation will be to engage in any lawful activity permitted by the laws of the State of Nevada, and desirable to support the continued existence of the corporation.
IV.
The total authorized capital stock of the corporation will be Twenty-Five Thousand Dollars ($25,000.00). This will consist of Fifty million (50,000,000) shares of $.0005 par value common stock. Such stock may be issued from time to time without any action by the stockholders for such consideration as may be fixed from time to time by the Board of Directors, and shares so issued, the full consideration for which has been paid or delivered, shall be deemed the fully paid up stock, and the holder of such shares shall not be liable for any further payment thereof. Each share of stock shall have voting privileges and will be eligible for dividends.
V.
The governing board of this corporation shall be known as directors and shall be styled directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation, provided that the number of directors shall not
be reduced to less than one (1) director. The name and address of the first director is as follows:
Michael J. Daniels: 537 E. Sahara, Ste. 209, Las Vegas, NV 89104.
VI.
The name and address of the original incorporator is:
Michael J. Daniels: 537 E. Sahara, Ste. 209, Las Vegas, NV 89104.
VII.
The corporation shall have perpetual existence according to NRS 78.035.
The undersigned, being the original incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Nevada, and in pursuance of the general corporation law of the State of Nevada, does make and file this Certificate, hereby declaring and certifying the facts hereinabove stated are true, and accordingly has hereunto set his hand this 28th day of October, 1996.
/s/ Michael J. Daniels ------------------------ Michael J. Daniels |
STATE OF NEVADA )
)SS
COUNTY OF CLARK )
On this 28th day of October, 1996 personally appeared before me, a Notary Public in and for said County and State, Michael J. Daniels, and acknowledged that he executed the above instrument freely and voluntarily for the uses and purposes therein mentioned.
SUBSCRIBED AND SWORN to before me
this 28th day of October, 1996.
/s/ SINDI PATRICIA MORENO ------------------------------ NOTARY PUBLIC, in and for said County and State. |
------------------------------------
NOTARY PUBLIC
[SEAL] STATE OF NEVADA
COUNTY OF CLARK
SINDI PATRICIA MORENO
APPT. NO. 95-1663-1
|
CERTIFICATE OF AMENDMENT FILED # C22368-96
OCT 25 2000
OF IN THE OFFICE OF
[ILLEGIBLE]
ARTICLES OF INCORPORATION [ILLEGIBLE] SECRETARY OF STATE
|
OF
DJH INTERNATIONAL, INC.
The undersigned, C. William Karney, President and Secretary of DJH INTERNATIONAL, INC., a Nevada corporation (the "Corporation"), does hereby certify:
That the Board of Directors of said corporation at a meeting duly convened, held on the 20th day of October, 2000, adopted a resolution to amend the original articles as follows:
RESOLVED, ARTICLE ONE is hereby amended to read as follows:
"The name of this corporation is:
eFoodSafety.com, Inc."
The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 29,335,000; that the said change and amendment have been consented to and approved by a majority vote of the stockholders holding at least a majority of each class of stock outstanding and entitled to vote thereon.
/s/ C. WILLIAM KARNEY ----------------------------------- C. William Karney, President /s/ C. WILLIAM KARNEY ----------------------------------- C. William Karney, Secretary |
State of California
County of Tulare
On October 18, 2000, personally appeared before me, a Notary Public, C. William Karney, who acknowledged that they executed the above instrument.
/s/ SHANA DAVIS
-----------------------------------
(Signature of Notary)
|
EXHIBIT 3.2
CORPORATE BY-LAWS
BY-LAWS
OF
EFOODSAFETY.COM, INC.
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of business of the corporation shall be fixed or may be changed by approval of a majority of the authorized Directors, and additional offices may be established and maintained at such other place or places as the Board of Directors may from time to time designate.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the corporation is qualified to do business.
ARTICLE II
DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions of applicable law and to any limitations in the Articles of Incorporation of the corporation relating to action required to be approved by the Shareholders, or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors. The Board may delegate the management of the day-to-day operation of the business of the corporation to an executive committee or others, provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall perform the duties of a Director, including the duties as a member of any committee of the Board upon which the Director may serve, in good faith, in a manner such Director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of Directors shall be up to fifteen (15) until changed by a duly adopted amendment to the Articles of Incorporation or by an amendment to this by-law adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote.
(this space intentionally left blank)
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Three (3) Directors can be elected at each annual meeting of the Shareholders to hold office until the next annual meeting until the limit of fifteen (15) directors is reached. Each Director, including a Director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
Section 5. VACANCIES. Vacancies in the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by a sole remaining Director, except that a vacancy created by the removal of a Director by the vote or written consent of the Shareholders or by court order may be filled only by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of holders of a majority of the outstanding shares entitled to vote. Each Director so elected shall hold office until the next annual meeting of the Shareholders and until a successor has been elected and qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of the death, resignation, or removal of any Director, or if the Board of Directors by resolution declares vacant the office of a Director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of Directors is increased, or if the Shareholders fail, at any meeting of Shareholders at which any Director or Directors are elected, to elect the number of Directors to be voted for at that meeting.
The Shareholders may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote.
Any Director may resign effective on giving written notice to the Chairman of the Board, the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for that resignation to become effective. If the resignation of a Director is effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
No reduction of the authorized number of Directors shall have the effect of removing any Director before that Directors' term of office expires.
Section 6. REMOVAL OF DIRECTORS. Subject to applicable law, the entire Board of Directors or any individual Director may be removed from office. In such case, the remaining Board members may elect a successor Director to fill such vacancy for the remaining un-expired term of the Director so removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of Directors may be called by the Chairman of the Board, or the President, or any Vice President, or the Secretary, or any one (1) Director and shall be held at the principal executive office of the corporation, unless some other place is designated in the notice of the meeting. Members of the Board may participate in a meeting through use of a conference telephone or similar communications equipment so long as all members participating in such a meeting can hear one
another. Accurate minutes of any meeting of the Board or any committee thereof, shall be maintained by the Secretary or other officer designated for that purpose.
Section 8. ORGANIZATIONAL MEETINGS. The organizational meetings of the Board of Directors shall be held immediately following the adjournment of the Annual Meetings of the Shareholders.
Section 9. OTHER REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at the corporate offices, or such other place as may be designated by the Board of Directors, as follows:
Time of Regular Meeting: 9:00 A.M.
Date of Regular Meeting: Last Friday of every month
If said day shall fall upon a holiday, such meetings shall be held on the next succeeding business day thereafter. No notice need be given of such regular meetings.
Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the Board may be called at any time by the President or, if he or she is absent or unable or refuses to act, by any Vice President or the Secretary or by any one (1) Director if only one is provided.
At least forty-eight (48) hours notice of the time and place of special meetings shall be delivered personally to the Directors or personally communicated to them by a corporate officer by telephone or telegraph. If the notice is sent to a Director by letter, it shall be addressed to him or her at his or her address as it is shown upon the records of the corporation, or if it is not so shown on such records or if not readily ascertainable, at the place in which the meetings of the Directors are regularly held. In case such notice is mailed, it shall be deposited in the United States mail, postage prepaid, in the place in which the principal executive officer of the corporation is located at least four (4) days prior to the time of the holding of the meeting. Such mailing, telegraphing, telephoning or delivery as above provided shall be due, legal and personal notice to such Director.
When all of the Directors are present at any Directors' meeting, however, called or noticed, and either (i) sign a written consent thereto on the records of such meeting, or, (ii) if a majority of the Directors is present and if those not present sign a waiver of notice of such meeting or a consent to holding the meeting or an approval of the minute thereof, whether prior to or after the holding of such meeting, which said waiver, consent or approval shall be filed with the Secretary of the corporation, or, (iii) if a Director attends a meeting without notice but without protesting, prior thereto or at its commencement, the lack of notice, then the transactions thereof are as valid as if had at a meeting regularly called and noticed.
Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN CONSENT. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of Directors, if authorized by a writing signed individually or collectively by all members of the Board. Such consent shall be filed with the regular minutes of the Board.
Section 12. QUORUM. A majority of the number of Directors as fixed by the Articles of Incorporation or By-Laws shall be necessary to constitute a quorum for the transaction of business, and the action of a majority of the Directors present at any meeting at which there is a quorum, when duly assembled, is valid as a corporate act; provided that a minority of the Directors, in the absence of a quorum, may adjourn from time to time, but may not transact any business. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by a majority of the required quorum for such meeting. A supermajority of eighty percent (80%) of the Directors shall be necessary to approve any bid for a majority ownership in the corporation by any other individual or entity.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given to absent Directors if the
time and place be fixed at the meeting adjourned and held within twenty-four
(24) hours, but if adjourned more than twenty-four (24) hours, notice shall
be given to all Directors not present at the time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board a fixed sum and expense of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board; provided that nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
Section 15. COMMITTEES. Committees of the Board may be appointed by resolution passed by a majority of the whole Board. Committees shall be composed of two (2) or more members of the Board and shall have such powers of the Board as may be expressly delegated to it by resolution of the Board of Directors, except those powers expressly made non-delegable by applicable law.
Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may elect one or more persons to be Advisory Directors who shall not by such appointment be members of the Board of Directors. Advisory Directors shall be available from time to time to perform special assignments specified by the President, to attend meetings of the Board of Directors upon invitation and to furnish consultation to the Board. The period during which the title shall be held may be prescribed by the Board of Directors. If no period is prescribed, the title shall be held at the pleasure of the Board.
Section 17. RESIGNATIONS. Any Director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors of the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
ARTICLE III
OFFICERS
Section 1. OFFICERS. The Officers of the corporation shall be a
President, a Secretary, and a Treasurer. The corporation may also have, at the
discretion of the Board of Directors, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, or one or more Assistant
Treasurers, and such other Officers as may be appointed in accordance with the
provisions of Section 3 of this Article. Any number of offices may be held by
the same person.
Section 2. ELECTION. The Officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article, shall be chosen annually by the Board of Directors,
and each shall hold office until he or she shall resign or shall be removed or
otherwise disqualified to serve or a successor shall be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint such other Officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided by the By-Laws or as the Board of Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if any, of any officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting of the Board, or except in case of an Officer chosen by the Board of Directors by any Officer upon whom such power of removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Section 5. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filed in the manner prescribed in the By-Laws for regular appointment to that office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an officer be elected, shall, if present, preside at meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned by the Board of Directors or prescribed by the By-Laws. If there is no President, the Chairman of the Board shall in addition be the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article.
Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the Board, if there be such an officer, the President shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the corporation. He or she shall preside at all meetings of the Shareholders and in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board of Directors. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, and shall have the general powers and
duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the By-Laws.
Section 8. VICE PRESIDENT. In the absence or disability of the President, the Vice Presidents, if any, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the By-Laws.
Section 9. SECRETARY. The Secretary shall keep, or cause to be kept, a book of minutes at the principal office or such other place as the Board of Directors may order, of all meetings of Directors and Shareholders, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Directors' meetings, the number of shares present or represented at Shareholders' meetings and the proceedings thereof.
The Secretary shall keep, or cause to be kept, at the principal office or at the office of the corporation's transfer agent, a share register, or duplicate share register showing the names of the Shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings of the Shareholders and of the Board of Directors required by the By-Laws or by law to be given. He or she shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained in accordance with generally accepted accounting principles, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, earnings (or surplus) and shares. The books of accounts shall at all reasonable times be open to inspection by any Director.
This officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the President and Directors, whenever they request it, an account of all of his or her transactions and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the By-Laws.
(this space intentionally left blank)
ARTICLE IV
SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held at the principal executive office of the corporation unless some other appropriate and convenient location be designated for that purpose from time to time by the Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of the Shareholders shall be held, each year, at the time and on the day following:
Time of Meeting: 10:00 A.M.
Date of Meeting: March 5th
If this day shall be a legal holiday, then the meeting shall be held on the next succeeding business day, at the same hour. At the annual meeting, the Shareholders shall elect a Board of Directors, consider reports of the affairs of the corporation and transact such other business as may be properly brought before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be called at any time by the Board of Directors, the Chairman of the Board, the President, a Vice President, the Secretary, or by one or more Shareholders holding not less than one-tenth (1/10) of the voting power of the corporation. Except as next provided, notice shall be given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman, President, Vice President, or Secretary, mailed or delivered personally to such officer by any person (other than the Board) entitled to call a special meeting of Shareholders, such Officer shall cause notice to be given, to the Shareholders entitled to vote, that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty- five (35) nor more than sixty (60) days after the receipt of such request. If such notice is not given within twenty (20) days after receipt of such request, the persons calling the meeting may give notice thereof in the same manner provided by these By-Laws.
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or special, shall be given in writing not less than ten (10) nor more than sixty (60) days before the date of the meeting to Shareholders entitled to vote thereat. Such notice shall be given by the Secretary or the Assistant Secretary, or if there be no such officer, or in the case of his or her neglect or refusal, by any Director or Shareholder.
Such notices or any reports shall be given personally or by mail and shall be sent to the Shareholder's address appearing on the books of the corporation, or supplied by him or her to the corporation for the purpose of the notice.
Notice of any meeting of Shareholders shall specify the place, the day and the hour of meeting, and (i) in case of a special meeting, the general nature of the business to be transacted and no other business may be transacted, or (ii) in the case of an annual meeting, those matters which Board at date of mailing, intends to present for action by the Shareholders. At any meetings where Directors are to be elected notice shall include the names of the nominees, if any, intended at date of notice to be presented by management for election.
If a Shareholder supplies no address, notice shall be deemed to have been given if mailed to the place where the principal executive office of the corporation is situated, or published at least once in some newspaper of general circulation in the County of said principal office.
Notice shall be deemed given at the time it is delivered personally or deposited in the mail or sent by other means of written communication. The Officer giving such notice or report shall prepare and file an affidavit or declaration thereof.
When a meeting is adjourned for forty-five (45) days or more, notice of the adjourned meeting shall be given as in case of an original meeting. Save, as aforesaid, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which said adjournment is taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The transactions of any meeting of Shareholders, however called and notice, shall be valid as though it had been a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Shareholders entitled to vote, not present in person or by proxy, sign a written waiver of notice, or a consent to the holding of such meeting or an approval shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance shall constitute a waiver of notice, unless objection shall be made as provided in applicable law.
Section 6. SHAREHOLDERS ACTING WITHOUT A MEETING - DIRECTORS. Any action which may be taken at a meeting of the Shareholders, may be taken without a meeting or notice of meeting if authorized by a writing signed by all of the Shareholders entitled to vote at a meeting for such purpose, and filed with the Secretary of the corporation, provided, further, that while ordinarily Directors can be elected by unanimous written consent, if the Directors fail to fill a vacancy, then a Director to fill that vacancy may be elected by the written consent of persons holding a majority of shares entitled to vote for the election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided for under applicable law or the Articles of Incorporation, any action which may be taken at any annual or special meeting of Shareholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to
authorize to take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Unless the consents of all Shareholders entitled to vote have been solicited in writing,
(i) Notice of any Shareholder approval without a meeting by less than unanimous written consent shall be given at least ten (10) days before the consummation of the action authorized by such approval, and
(ii) Prompt notice shall be given of the taking of any other corporate action approved by Shareholders without a meeting be less than unanimous written consent, to each of those Shareholders entitled to vote who have not consented in writing.
Any Shareholder giving a written consent, or the Shareholder's proxy holders, or a transferee of the shares of a personal representative of the Shareholder or their respective proxy holders, may revoke the consent by a writing received by the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the Secretary of the corporation.
Section 8. QUORUM. The holder of a majority of the shares entitled to vote thereat, present in person, or represented by proxy, shall constitute a quorum at all meetings of the Shareholders for the transaction of business except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such majority shall not be present or represented at any meeting of the Shareholders, the shareholders entitled to vote thereat, present in person, or by proxy, shall have the power to adjourn the meeting from time to time, until the requisite amount of voting shares shall be present. At such adjourned meeting at which the requisite amount of voting shares shall be represented, any business may be transacted which might have been transacted at a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum, if any action taken is approved by a majority of the Shareholders required to initially constitute a quorum.
Section 9. VOTING. Only persons in whose names shares entitled to vote stand on the stock records of the corporation on the day of any meeting of Shareholders, unless some other day be fixed by the Board of Directors for the determination of Shareholders of record, and then on such other day, shall be entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination prior to the voting and one or more Shareholders has given notice at the meeting prior to the voting of the Shareholder's intent to cumulate the
Shareholder's votes, every Shareholder entitled to vote at any election for Directors of any corporation for profit may cumulate their votes and give one candidate a number of votes
equal to the number of Directors to be elected multiplied by the number of votes to which his or her shares are entitled to, or distribute his or her votes on the same principle among as many candidates as he or she thinks fit.
The candidates receiving the highest number of votes up to the number of Directors to be elected are elected.
The Board of Directors may fix a time in the future not exceeding thirty (30) days preceding the date of any meeting of Shareholders or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the Shareholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or any allotment of rights or to exercise the rights in respect to any such change, conversion or exchange of shares. In such case only Shareholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting, to receive such dividends, distribution or allotment of rights, or to exercise such rights, as the case may be notwithstanding any transfer of any share on the books of the corporation after any record date fixed as aforesaid.
The Board of Directors may close the books of the corporation against transfers of shares during the whole or any part of such period.
Section 10. PROXIES. Every Shareholder entitled to vote, or to execute consents, may do so, either in person or by written proxy, executed in accordance with the provisions of applicable law filed with the Secretary of the corporation.
Section 11. ORGANIZATION. The President, or in the absence of the President, any Vice President, shall call the meeting of the Shareholders to order, and shall act as Chairman of the meeting. In the absence of the President and all of the Vice Presidents, Shareholders shall appoint a Chairman for such meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Shareholders, but in the absence of the Secretary at any meeting of the Shareholders, the presiding officer may appoint any person to act as Secretary of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders, the Board of Directors may, if they so elect, appoint inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election be not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairman of any such meeting may, and on the request of any Shareholder or his or her proxy shall, make such appointment at the meeting in which case the number of inspectors shall be either one (1) or three (3) as determined by a majority of the Shareholders represented at the meeting.
ARTICLE V
CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such form and device as the Board of Directors may designate and shall state the name of the record holder
of the shares represented thereby; its number; date of issuance; the number of shares for which it is issued; a statement of the rights, privileges preferences and restriction, if any; a statement as to the redemption or conversion, if any; a statement of liens or restrictions upon transfer or voting, if any; if the shares be assessable or, if assessments are collectible by personal action, a plain statement of such facts.
All certificates shall be signed in the name of the corporation by the Chairman of the Board or Vice Chairman of the Board or the President or Vice President and by the Chief Financial officer or an Assistant Treasurer or the Secretary or any Assistant Secretary, certifying the number of shares and the class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be facsimile. In case any Officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on a certificate shall have ceased to be that Officer, transfer agent, or registrar before that certificate is issued, it may be issued by the corporation with the same effect as if that person were an Officer, transfer agent, or registrar at the date of issuance.
Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate of stock to be lost or destroyed shall make an affidavit or affirmation of that fact and shall, if the Directors so require, give the corporation a bond of indemnity, in form and with one or more sureties satisfactory to the Board, of the stock represented by said certificate may be issued in the number of shares as the one alleged in at least double the value certificate, whereupon a new same tender and for the same to be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars which shall be an incorporated bank or trust company, either domestic or foreign, who shall be appointed at such times and places as the requirements of the corporation may necessitate and the Board of Directors may designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE. In order that the corporation may determine the Shareholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect to any other lawful action, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of such meeting nor more than sixty (60) days prior to any other action.
If no record date is fixed; the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business on the business day next preceding the day on which notice is given or if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held. The record date for
determining Shareholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the Board is necessary, shall be the day on which the first written consent is given.
The record date for determining Shareholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.
(this space intentionally left blank)
ARTICLE VI
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shall maintain, in accordance with generally accepted accounting principles, adequate and correct accounts, books and records of its business and properties. All of such books, records and accounts shall be kept at its principal executive office as fixed by the Board of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records shall be open to inspection of the Directors and Shareholders from time to time and in the manner provided under applicable law.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy of these By-Laws, as amended or otherwise altered to date, certified by the Secretary, shall be kept at the corporation's principal executive office and shall be open to inspection by the Shareholders at all reasonable times during office hours.
Section 4. CHECK, DRAFTS, ETC. All checks, drafts, or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as shall be determined from time to time by the Board of Directors.
Section 5. CONTRACT, ETC. - HOW EXECUTED. The Board of Directors, except as in the By- Laws otherwise provided, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors, no Officer, agent or employee shall have any power or authority to bind the corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount except as may be provided under applicable law.
ARTICLE VII
ANNUAL REPORTS
Section 1. REPORT TO SHAREHOLDERS, DUE DATE. The Board of Directors shall cause an annual report to be sent to the Shareholders not later than one hundred twenty (120) days after the close of the fiscal or calendar year adopted by the corporation. This report shall be sent at least fifteen (15) days before the annual meeting of Shareholders to be held during the next fiscal year and in the manner specified in Section 4 of the Article IV of these By-Laws for giving notice to Shareholders of the corporation. The annual report shall contain a balance sheet as of the end of the fiscal year and an income statement and statement of changes in financial position for the fiscal year, accompanied by any report of independent accountants or, if there is no such report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation.
ARTICLE VIII
AMENDMENTS TO BY-LAWS
Section 1. AMENDMENT BY SHAREHOLDERS. New By-Laws may be adopted or
these By- Laws may be amended or repealed by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote; provided,
however, that if the Articles of Incorporation of the corporation set forth the
number of authorized Directors of the corporation, the authorized number of
Directors may be changed only by an amendment of the Article of Incorporation.
Section 2. POWERS OF DIRECTORS. Subject to the right of the Shareholders to
adopt, amend or repeal By-Laws, as provided in Section 1 of this Article VIII,
and the limitations, if any, under law, the Board of Directors may adopt, amend
or repeal any of these By-Laws other than a By-Law or amendment thereof changing
the authorized number of Directors.
Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is adopted, it shall be copied in the book of By-Laws with the original By-Laws, in the appropriate place. If any By-Law is repealed, the fact of repeal with the date of the meeting at which the repeal was enacted or written assent was filed shall be stated in said book.
ARTICLE IX
CORPORATE SEAL
Section 1. SEAL. The corporate seal shall be circular in form, and shall have inscribed thereon the name of the corporation, the date and State of incorporation.
ARTICLE X
MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.
Section 2. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.
Section 3. INDEMNITY. Subject to applicable law, the corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.
Section 4. ACCOUNTING YEAR. The accounting year of the corporation shall be fixed by resolution of the Board of Directors.
(this space intentionally left blank)
CERTIFICATE OF PRESIDENT
THIS IS TO CERTIFY that I am the duly elected, qualified and acting President of
EFOODSAFETY.COM, INC.
and that the above and foregoing By-Laws constitute a true and original copy and were duly adopted as the By-Laws of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand.
DATED: October 16, 2000
EXHIBIT 4.1
FORM OF COMMON STOCK CERTIFICATE
NUMBER SHARES
EFOODSAFETY.COM, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
COMMON STOCK CUSIP 28224N 10 0
THIS CERTIFIES THAT:
OF
WITNESS the facsimile seal of the Corporation and the facsimile signature of its duly authorized officers.
DATED: [SEAL] COUNTERSIGNED:
SIGNATURE STOCK TRANSFER, INC.
14675 MIDWAY RD. (SUITE 221), DALLAS, TX 75244
TRANSFER AGENT AND REGISTRAR
BY:
AUTHORIZED SIGNATURE
/s/ CLARENCE W. TIERNEY /s/ PATRICIA ROSS CEO & SECRETARY PRESIDENT & TREASURER |
SECRETARY OF STATE
[SEAL]
STATE OF NEVADA
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that DJH INTERNATIONAL, INC. did on the TWENTY-EIGHTH day of OCTOBER, 1996 file in this office the original Articles of Incorporation; that said Articles are now on file of record in the office of the Nevada Secretary of State, and further, that said Articles contain all the provisions required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at
my office, in Carson City, Nevada, this
TWENTY-EIGHTH day of OCTOBER, 1996.
/s/ DEAN HELLER
Secretary of State
[SEAL] By /s/ [ILLEGIBLE]
|
EXHIBIT 5.1
CONSENT & OPINION OF COUNSEL
DANIELS, MCGOWAN & ASSOC.
Attorneys and Counselors at Law
1201 Allen Market Lane, Suite 200
St. Louis, Mo. 63104
August 6, 2001
EFoodSafety.com, Inc.
350 West Caldwell Ave
Visalia, CA 93277
Gentlemen:
We refer to the Offering Statement on Form 1-A (the "Offering Statement") to be filed by eFoodSafety.com, Inc. (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") relating to and aggregate of 12,540,000 shares of the Common Stock of the Company, no par value, (the "Shares") to be issued thereunder.
As special counsel for the Company, we have examined such corporate records, documents and such questions of law as we have considered necessary or appropriate for the purposes of this opinion and, upon the basis of such examination, advise you that in our opinion, all necessary corporate proceedings by the Company have been duly taken to authorize the issuance of the Shares and that the Shares being exempt from registration under the Act pursuant to the Offering Statement, when issued will be duly authorized, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Offering Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.
Cordially,
/s/ Richard E. Daniels --------------------------- Daniels, McGowan & Assoc. |
Phone (314)-621-2728 Fax (314)-621-3388 Email-DanielsCo1@aol.com
EXHIBIT 23.1
CONSENT OF ROBISON, HILL & CO.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of eFoodSafety.com, on Form SB-2, of our Independent Auditor's Report dated May 8, 2001 and accompanying notes of the same date and to reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement.
ROBISON, HILL & CO.
/s/ ROBISON, HILL & CO. Salt Lake City, UT May 8, 2001 |