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lol!! GFYO files 1B share S-8!! lol

http://www.sec.gov/Archives/edgar/data/1145421/000101968704002346/gfy_s8-102704.txt

<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>gfy_s8-102704.txt
<TEXT>
<PAGE>


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------

GFY FOODS, INC.
---------------
(Exact name of registrant as specified in its charter)

Nevada 87-0382438
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

601 Deerfield Parkway
Buffalo Grove, Illinois 60089
(Address of principal executive offices)

Amended and Restated 2004 Benefit Plan of GFY Foods, Inc.
---------------------------------------------------------
(Full title of the plan)

Nevada Corporate Headquarters, Inc.
101 Convention Center Drive, #700
Las Vegas, NV 89109
-------------------
(Name, address, including zip code, of agent for service)

Telephone number for Issuer: [phone]

<TABLE>

CALCULATION OF REGISTRATION FEE

Title of Securities Amounts to Proposed Maximum Proposed Amount of
To be be Offering Price per Aggregate Registration
Registered Registered Share Price Fee
---------- ---------- ------------------ --------- ------------
<S> <C> <C> <C> <C> <C>
Common Stock, 1,000,000,000 (1) $ 0.001 $1,000,000 $ 126.70
$0.001 par value
</TABLE>

1) The Amended and Restated 2004 Benefit Plan of GFY Foods, Inc. authorizes a
total of 1,001,007,000 shares, 1,007,000 (after adjusting for a two hundred and
fifty for one reverse stock split which was effective as of July 13, 2004 and a
one thousand for one reverse stock split which was effective as of October 26,
2004) of which have already been registered under three Forms S-8 that were
filed on January 20, 2004, April 27, 2004 and August 15, 2004.

(2) This offering price per share is calculated under Rule 457(h)(1) pursuant to
the deemed issuance price as set forth in the Plan (see Exhibit 4 to this Form
S-8).

In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

Amended and Restated 2004 Benefit Plan of GFY Foods, Inc.
Cross-Reference Sheet Pursuant to Rule 404(a)

Cross-reference between items of Part I of Form S-8 and the Section 10(a)
Prospectus that will be delivered to each employee, consultant, or director who
participates in the Plan.

Registration Statement Item Numbers and Headings Prospectus Heading
------------------------------------------------ ------------------

1. Plan Information Section 10(a) Prospectus

2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information


<PAGE>

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed by GFY Foods, Inc., a Nevada corporation
("GFY" and/or the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:

1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 2004 as amended.

2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the
"Exchange Act"), since the end of the fiscal year ended March 31,
2004.

Prior to the filing, if any, of a post-effective amendment that indicates
that all securities covered by this Registration Statement have been sold or
that de-registers all such securities then remaining unsold, all reports and
other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.

Item 4. Description of Securities

The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. (A description of such securities is contained in the
Company's Form 10-SB filed with the Commission, and any amendment or report
filed for the purpose of updating such description. Said description is
incorporated herein by reference. (See "Item 3. Incorporation of Documents by
Reference.")

5. Interests of named experts and counsel. No expert who is named as
preparing or certifying all or part of the Registration Statement to which this
prospectus pertains, and no counsel for the Company who is named in this
prospectus as having given an opinion on the validity of the securities being
offered hereby was hired on a contingent basis or has or is to receive, in
connection with this offering, a substantial interest, direct or indirect, in
the Company.

Item 6. Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

NRS 78.7502 DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.


<PAGE>

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action. (b) Continues for a person
who has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation.

The Company's Articles of Incorporation provide that to the extent permitted by
law or by public policy, directors of the corporation are to have no personal
liability for monetary damages for breach of fiduciary duty as a member of the
Corporation.


<PAGE>

Any mandate for indemnification whether by statute or court order, is to be
expressly subject to the Corporation's reasonable capability of paying. No
person will be entitled to reimbursement for expenses incurred in connection
with a court proceeding to obtain court ordered indemnification unless such
person first made reasonable application to the corporation and the corporation
either unreasonably denied under application or through no fault of the
applicant was unable to consider the application within a reasonable time. The
corporation may maintain insurance, at its expense to protect itself and any
officer, director, employee or agent or the corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the corporation would have the power to
indemnify such person against such expense, liability or loss.

The corporation may to the extent authorized from time to time by the directors,
grant rights to indemnification and advancement of expenses to any agent of the
Corporation to the maximum extent permitted by law or public policy.

Item 7. Exemption from Registration Claimed

No restricted securities are being re-offered or resold pursuant to this
Registration Statement.

Item 8. Exhibits.

The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, on October 27, 2004.

GFY Foods, Inc.

By: /s/ Ed Schwalb
-------------------------------------
Ed Schwalb, as President and Director




POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ed Schwalb with power of substitution, as his
attorney-in-fact for him, in all capacities, to sign any amendments to this
Registration Statement and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact or his
substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date


/s/ Ed Schwalb President, CEO and Director October 27, 2004.
----------------------
Ed Schwalb





<PAGE>


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

EXHIBITS

TO

FORM S-8
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

----------------

GFY Foods, Inc..
(a Nevada corporation)

INDEX TO EXHIBITS

SEC Ref. No. Description of Exhibit
------------ ----------------------

4 Amended and Restated 2004 Stock Benefit Plan of the Company

5, 23(b) Opinion and consent of Counsel with respect to the legality
of the issuance of securities being issued

23(a) Consent of Accountant

10(a) Prospectus of GFY Foods, Inc.







</TEXT>
</DOCUMENT>