GFY Foods (fka GFYI)

[IRISHBULL]

GFYI - 1:1000 R/S October 25, 2004

From todays 8-K

Item 3.02 Sales of Unregistered Securities
--------------------------------

On October 8, 2004, the Registrant issued 500,000,000 shares of its
restricted common stock to Edward Schwalb, the President and sole director of
the Registrant. The Registrant issued these shares as part of Mr. Schwalb's
employment agreement with the Registrant that enables Mr. Schwalb to maintain a
70% ownership in the Registrant. Mr. Schwalb has waived this clause in his
employment contract but accepted this issuance to raise his total ownership in
the Registrant to 20.30%. The issuance of the 500,000,000 shares to Edward
Schwalb represents 19.17% of the total shares outstanding of the Registrant as
of October 8, 2004.
On October 8, 2004, the Registrant issued 150,000,000 shares of its
restricted common stock to Eric Schwalb, an employee of the Registrant and
brother of the President of the Registrant. The stock was issued as a bonus and
in lieu of cash pay due to Eric Schwalb. The issuance of the 150,000,000 shares
to Eric Schwalb represents 5.75% of the total shares outstanding of the
Registrant as of October 8, 2004.
On October 8, 2004, the Registrant issued 150,000,000 shares of its
restricted common stock to Lore Hayes, an employee of the Registrant. The stock
was issued as a bonus and in lieu of cash pay due to Lore Hayes. The issuance of
the 150,000,000 shares to Lore Hayes represents 5.75% of the total shares
outstanding of the Registrant as of October 8, 2004.
On October 8, 2004, the Registrant issued 150,000,000 shares of its
restricted common stock to Kelly Gates, an employee of the Registrant. The stock
was issued as a bonus and in lieu of cash pay due to Kelly Gates. The issuance
of the 150,000,000 shares to Kelly Gates represents 5.75% of the total shares
outstanding of the Registrant as of October 8, 2004.
On October 8, 2004, the Registrant issued 150,000,000 shares of its
restricted common stock to Stuart Schwalb, the father of the President of the
Registrant, for consulting services rendered to the Registrant. The stock was
issued as a bonus and in lieu of cash pay due to Stuart Schwalb. The issuance of
the 150,000,000 shares to Stuart Schwalb represents 5.75% of the total shares
outstanding of the Registrant as of October 8, 2004.
After the issuance referenced above, the total number of shares
outstanding of the Registrant as of October 15, 2004 was 2,733,898,937.

Item 8.01 Other Events.
------------

On October 14, 2004, the Registrant approved a one thousand for one
reverse stock split on its $0.001 par value common stock. The reverse stock
split applies to shareholders of record on October 15, 2004 and will be
effective on October 25, 2004. After the reverse stock split, the Registrant
will have approximately 2,733,899 shares outstanding.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated: October 20, 2004 GFY Foods, Inc.

By: /s/ Ed Schwalb
----------------------
Name: Ed Schwalb
Title: President