UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)January 12, 2009
Commission File Number 333-68008
EFOODSAFETY.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada | 62-1772151 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1971 Old Cuthbert Road
Cherry Hill, New Jersey 08034
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 354-0707
7702 East Doubletree Ranch Road
Suite 300
Scottsdale, Arizona 85258
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On January 12, 2009, eFoodsafety.com (“eFood”) and Freedom2 Holdings, Inc. (“Freedom2”) entered into a Share Exchange agreement (“Agreement”) pursuant to which eFood has agreed to acquire 100% of the issued and outstanding securities of Freedom2 from Freedom2 shareholders in exchange for the issuance of 48,205,000 shares of eFood common stock, par value $.0001 per share.
eFood is a publicly held corporation organized under the laws of the State of Nevada and a holding company operating through wholly owned subsidiaries. eFood and it’s subsidiaries are dedicated to improving health conditions around the world through its innovative technologies.
Freedom2 is a privately held corporation organized under the laws of the State of Delaware and a holding company operating through wholly owned subsidiaries. Freedom2 and subsidiaries are the first company to engineer and patent a permanent, but more easily removable ink for tattoos and permanent cosmetics.
The parties intend for the share exchange to constitute a tax-free reorganization pursuant to the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986.
The closing ("Closing") of the transactions contemplated by the Agreement shall be on a date, at such place and at such time as the parties may agree ("Closing Date"), but not later than February 28, 2009, subject to the right of eFood or Freedom2 to extend such Closing Date by up to an additional sixty days.
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On the Closing date, eFood’s board of directors will increase the size of its board of directors to five (5) members, after which all members other than Richard Goldfarb and Robert Bowker shall resign as directors. The remaining members of the eFood board of directors shall thereafter appoint Martin Schmieg, Blair Barnes, and Robert Creeden to the eFood board of directors; Mr. Schmieg shall be appointed Chairman of the Board.
On the Closing date, Patricia Gruden and Timothy Matula shall submit their resignations as President and Chief Executive Officer and Secretary, respectively. The newly comprised board of directors shall appoint Martin Schmieg as President and Chief Executive Officer and Blair Barnes as Chief Financial Officer and such other officers as they deem necessary or appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 15, 2009
EFOODSAFETY.COM, INC.
(Registrant)
/s/ Patricia Gruden
Patricia Gruden
Chief Executive Officer
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