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): March 13, 2014
Free Flow, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-54868 45-3838831
(State of Incorporation) (Commission (IRS Employer
File No.) Identification Number)
9130 Edgewood Drive
La Mesa, CA 91491
(Address of Principal Executive Offices)
(619) 741-9006
(Registrant's Telephone Number)
Karen A. Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
(619) 475-7882
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 13, 2014, S. Douglas Henderson (the "Seller"), entered into a
Common Stock Purchase Agreement (the "Stock Purchase Agreement") pursuant to
which the Seller agreed to sell to Redfield Holdings, Ltd., a Virginia
corporation (the "Purchaser"), with a principal place of business at 2301
Woodland Crossing Dr., Suite 155, Herndon, VA 20171, the Twenty Five Million
(25,000,000) shares of common stock of the Registrant(the "Shares") owned by Mr.
Henderson, constituting approximately 95.4% of the Company's outstanding common
stock, for $255,000. As a result of the sale there will be a change of control
of the Company. It is intended that the purchase of the Shares will be completed
approximately 11 days after the Registrant files with the SEC and mails to its
stockholders the Information Statement pursuant to SEC Rule 14f-1, which was
filed with the SEC and mailed to Free Flow's stockholders on March 13, 2014.
There is no family relationship or other relationship between the Seller and the
Purchaser.
In connection with the sale under the Stock Purchase Agreement, the Seller,
who is also the Company's sole officer and director, has agreed to (a) appoint
Sabir Saleem and Fernandino Ferrara (the "Designees") as directors of the
Company, subject to the filing and dissemination of this Information Statement,
and (b) submit his resignation as the sole director and officer of the Company,
subject to the filing and dissemination of this Information Statement. As a
result thereof, the Designees will then constitute the entire Board of Directors
of the Company.
As of the date hereof, the authorized capital stock of the Registrant
consists of 100,000,000 shares of common stock, par value $.0001 per share, of
which 26,200,000 shares are issued and outstanding, and 20,000,000 shares of
Preferred Stock, $.0001 par value, none of which shares are issued or
outstanding. Each share of common stock is entitled to one vote with respect to
all matters to be acted on by the stockholders.
This was a private transaction between the Seller and Purchaser, and no new
shares of the Registrant were sold or issued.
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
The information required by this Item 5.01 is incorporated herein by
reference to Item 1.01, Entry into a Material Definitive Agreement and Item
5.02, Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
All funds ($255,000 US Dollars) for the purchase of the 25,000,000 shares
of the Registrant's Common Stock, par value $0.0001, were provided from the
Purchaser's funds.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
Pursuant to the terms of the Common Stock Purchase Agreement dated March
13, 2014, S. Douglas Henderson, the Registrant's sole officer and director will
resign his positions on or about March 13, 2014. Mr. Henderson's resignation is
not the result of any dispute or disagreement with the Company.
The Registrant's Directors hold office until the earlier of their death,
resignation or removal by stockholders, or until their successors have been
qualified. The Registrant's officers are elected annually by, and serve at the
pleasure of, the Board of Directors.
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BIOGRAPHIES
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is the current sole director and executive officer of the
Company:
Name Position/Title Age
---- -------------- ---
S. Douglas Henderson (1) Director, President, CFO, Secretary 77
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(1) Mr. Henderson will resign all of his positions when the purchase of the
Shares is completed, on or about March 25, 2014.
The following sets forth biographical information regarding the Company's
current sole director and officer:
S. DOUGLAS HENDERSON - DIRECTOR, PRESIDENT, CFO AND SECRETARY:
S. Douglas Henderson has been President, CFO, Secretary and sole director
of Free Flow since October 29th 2011. From 1998 until 2008 he was Admissions
Director, Senior Flight Instructor of San Diego Flight Training International,
San Diego CA. Since July 2004, he has worked part time as an income tax preparer
for H & R Block. Mr. Henderson is also part owner of J. Bright Henderson, Inc.,
a dealer in fine art.
Mr. Henderson was a director of Ads in Motion, Inc., a public company, from
August 2007 until June 28, 2010 and was secretary of Ads in Motion from May 2007
until June 28, 2010. During the time Mr. Henderson was a director, Ads in Motion
advanced its business plan with the building of a prototype of its elevator
advertising and the installation in a building and the signing of a contract
with a tenant of the building for advertising. Ads in Motion also signed a
contract with a sign company for the development of its video advertising signs.
Ads in Motion built a demo in a van which contained video signs which was used
to advertise in the downtown area of San Diego, CA. Ads in Motion also direct
mailed its brochures to the owners and operators of the high-rise buildings in
San Diego, CA and personally made sales calls on them. In 2009 and 2010, the
climate for selling a new type of advertising and raising capital were poor, and
the company was unable to continue operations.
Set forth below is information describing the Company's proposed new
officers and proposed directors (the "Designees"), to be designated pursuant to
the terms of the Stock Purchase Agreement:
Name and Address Position/Title (1) Age
---------------- ------------------ ---
Sabir Saleem Director, CEO 65
2301 Woodland Crossing Dr., Ste. 155
Herndon, VA 20171
Fernandino Ferrara Director, 60
63 Clifton Street Secretary-Treasurer
Farmingdale, NY 11735
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(1) The persons named above will comprise the Company's Board of Directors when
completion of the change of control takes effect, on or about March 25,
2014.
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The following sets forth biographical information regarding the Company's
proposed new directors and officers:
Sabir Saleem, age 65: Mr. Saleem has been the CEO and 100% owner of
Redfield Holdings, Ltd., the Purchaser, since its formation in February, 2014.
From 2003 until December, 2007, he was President of United Medscan Corp; and
after that company was sold, he remained a consultant with United Medscan until
October, 2009. Mr. Saleem was CEO of Total Medical Care, Inc., a not-for-profit
corporation, from July 2006 until 2011. He currently holds the following
positions: CEO of GS Pharmaceuticals, Inc. a pharmaceutical company, since
February, 2012; and CEO of Neolife, Inc. a Virginia company, since September,
2012. From December 2010 until January 2012, Mr. Saleem was the CEO of Michelex
Corporation, a pharmaceutical manufacturer. All of the foregoing are
privately-owned companies.
Fernandino Ferrara, age 60: Mr. Ferrara has been President and CEO of
Lease-it-Capital d/b/a AcuLease (TM), located in Farmingdale, NY, for the past
14 years. Mr. Ferrara is also the Secretary-Treasurer of Adopt-A-Battalion,
Inc., a charitable support organization for overseas and returning US servicemen
and servicewomen; and he is the Vice-President of the Suffolk County Police
Reserves Foundation a charitable support organization for Suffolk County, New
York, police.
There are no family relationships between the Designees.
There is no relationship between the Seller and either of the Designees to
be directors and officers. The proposed new directors and officers have no
material plan, contract or arrangement (written or not written) to which a
proposed new director or officer is a party, or in which he participates, that
is entered into or a material amendment in connection with the triggering event
or any grant or award to any such covered person or modification thereto, under
any such plan, contract or arrangement in connection with any such event.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the Company's knowledge, during the past ten (10) years, none of our
directors, executive officers, promoters, control persons, and neither of the
Designees, has been:
* the subject of any bankruptcy petition filed by or against any
business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior
to that time;
* convicted in a criminal proceeding or is subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or
banking activities; or found by a court of competent jurisdiction (in
a civil action), the Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law.
The Registrant has no material plan, contract or arrangement (written or
not written) to which a new director or officer is a party or in which he or she
participates that is entered into or material amendment in connection with the
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triggering event or any grant or award to any such covered person or
modification thereto, under any such plan, contract or arrangement in connection
with any such event.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock by (i) each stockholder known by the
Company to be the beneficial owner of more than 5% of the Company's common stock
and (ii) by the directors and executive officers of the Company. The person or
the company named in the table has sole voting and investment power with respect
to the shares beneficially owned.
The following sets forth the beneficial ownership information prior to the
closing of the Share Purchase Agreement:
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
Common Stock, S. Douglas Henderson 25,000,000 95.4%
par value $0.0001
Common Stock, All Executive Officers 25,000,000 95.4%
par value $0.0001 and Directors as a Group
(1 person)
The following sets forth the beneficial ownership information after the
closing of the Share Purchase Agreement:
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
Common Stock, Sabir Saleem (1) 25,000,000 100.0%
Par value $0.0001
Fernandino Ferrara -0- -0%-
----------
(1) Mr. Saleem is the sole shareholder of Redfield Holdings, Ltd. (the
"Purchaser,), and is therefore deemed to be the beneficial owner of the
25,000,000 Free Flow shares being acquired by the Purchaser from Mr.
Henderson.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our officers, directors and
persons who own more than 10% of a registered class of our equity securities to
file reports of ownership and changes in ownership with the SEC. Officers,
directors and 10% stockholders are required by regulation to furnish us with
copies of all Section 16(a) forms they file. To the best of our knowledge (based
upon a review of the Forms 3, 4 and 5 filed), no officer, director or 10%
beneficial stockholder of the Company failed to file on a timely basis any
reports required by Section 16(a) of the Exchange Act during the Company's
fiscal year ended December 31, 2013.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The exhibits listed in the following Exhibit Index are filed as part of
this Current Report on Form 8-K.
Exhibit No. Description
----------- -----------
10.01 Common Stock Purchase Agreement dated March 13, 2014.
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.
FREE FLOW, INC.
(Registrant)
Date: March 14, 2014
/s/ S. Douglas Henderson
------------------------------------
S. Douglas Henderson, CEO
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