UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2019
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from______ to______.
Commission File Number: 000-55687
FREEDOM LEAF INC.
(Exact name of registrant as specified in its charter)
| Nevada | 46-2093679 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
| 3939 Beltline Road, Suite 350, Addison, Texas | 75001 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(888) 811-4367
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Not applicable. | Note applicable. | Not applicable. |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☐Yes☒No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer☐ | Accelerated filer☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No
On December 31, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $42,611,581, based upon the closing price on that date of the common stock of the registrant on the OTC Link alternative quotation system of $0.2189. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its common stock are deemed to be affiliates of the registrant.
As of November 14, 2019, the registrant had 310,600,203 shares of its common stock, $0.001 par value, outstanding.
EXPLANATORY NOTE
The sole purpose of this amendment to our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, originally filed with the Securities and Exchange Commission on November 14, 2019 (the “Annual Report”), is to furnish Exhibit 101 to the Annual Report, which contains the XBRL (eXtensible Business Reporting Language) interactive data files for the financial statements and notes included in Part II, Item 8 of the Annual Report. No other changes have been made to the Annual Report.
This amendment speaks as of the original filing date of the Annual Report, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the Annual Report. Pursuant to Rule 406T of Regulation S–T, interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.
| 2 |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The exhibits listed in the following Exhibit Index are filed as part of this report:
Exhibit Index
| 101.INS ** | XBRL Taxonomy Extension Instance Document | |
| 101.SCH ** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL ** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF ** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB ** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE ** | XBRL Taxonomy Extension Presentation Linkbase Document |
__________
| * | Previously filed or furnished as an exhibit to the registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, filed on November 14, 2019. |
| ** | Furnished with this amendment. |
| 3 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ Carlos Frias | November 18, 2019 |
| Carlos Frias, Principal Executive Officer | Date |
| /s/ Brian Moon | November 18, 2019 |
| Brian Moon, Principal Accounting Officer | Date |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ David Goldburg | November 18, 2019 |
| David Goldburg, Director | Date |
| /s/ Carlos Frias | November 18, 2019 |
| Carlos Frias, Director | Date |
| /s/ David Vautrin | November 18, 2019 |
| David Vautrin, Director | Date |
| /s/ Daniel Nguyen | November 18, 2019 |
| Daniel Nguyen, Director | Date |
| 4 |
