<SEC-DOCUMENT>0001165527-14-000261.txt : 20140505
<SEC-HEADER>0001165527-14-000261.hdr.sgml : 20140505
<ACCEPTANCE-DATETIME>20140505135122
ACCESSION NUMBER: 0001165527-14-000261
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140502
ITEM INFORMATION: Entry into a Material Definitive Agreement
ITEM INFORMATION: Changes in Control of Registrant
ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20140505
DATE AS OF CHANGE: 20140505
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Free Flow, Inc.
CENTRAL INDEX KEY: 0001543652
STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700]
IRS NUMBER: 453838831
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-54868
FILM NUMBER: 14812690
BUSINESS ADDRESS:
STREET 1: 2301 WOODLAND CROSSING DR.
STREET 2: SUITE 155
CITY: HERNDON
STATE: VA
ZIP: 20171
BUSINESS PHONE: 703-789-3344
MAIL ADDRESS:
STREET 1: 2301 WOODLAND CROSSING DR.
STREET 2: SUITE 155
CITY: HERNDON
STATE: VA
ZIP: 20171
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>g7392.txt
<DESCRIPTION>CURRENT REPORT DATED 5-2-14
<TEXT>
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): May 2, 2014 (March 13 2014)
Free Flow, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-54868 45-3838831
(State of Incorporation) (Commission File No.) (IRS Employer
Identification Number)
2301 Woodland Crossing Dr.
Suite 155, Herndon, VA 20171
(Address of Principal Executive Offices)
(703) 789-3344
Registrant's Telephone Number)
John B. Lowy, Esq.
John B. Lowy PC
645 Fifth Avenue, Suite 400
New York, NY 10022
(212) 371-7799
(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))
<PAGE>
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 Delaware 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 Registrant's outstanding common stock,
for $255,000.
The sale of the Shares was completed on April 18, 2014. As a result of the sale
there was a change of control of the Registrant. There was 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
was also the Registrant's sole officer and director, resigned all of his
positions and appointed Sabir Saleem and Fernandino Ferrara (the "Designees") as
directors of the Registrant. As a result thereof, the Designees now constitute
the entire Board of Directors of the Registrant.
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 from the Seller were provided from the Purchaser's
personal 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 resigned
his positions on April 18, 2014. Mr. Henderson's resignation was not the result
of any dispute or disagreement with the Registrant.
2
<PAGE>
The Registrant's new 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.
BIOGRAPHIES
Set forth below is information describing the Registrant's new officers and
directors (the "Designees"), to be designated pursuant to the terms of the Stock
Purchase Agreement:
Name and Address Position/Title Age
---------------- -------------- ---
Sabir Saleem Director, CEO 66
2301 Woodland Crossing Dr., Ste. 155
Herndon, VA 20171
Fernandino Ferrara Director, Secretary-Treasurer 60
63 Clifton Street
Farmingdale, NY 11735
The following sets forth biographical information regarding the Registrant's new
directors and officers:
Sabir Saleem, age 66: 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
Registrant 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 Registrant, since
February, 2012; and CEO of Neolife, Inc. a Virginia Registrant, since September,
2012. From December 2010 until January 2012, Mr. Saleem was the CEO of Michelex
Corporation (TS: MLXO), a pharmaceutical manufacturer. All of the foregoing,
except MLXO, 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
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<PAGE>
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 Registrant'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
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 Registrant's common stock by (i) each stockholder
known by the Registrant to be the beneficial owner of more than 5% of the
Registrant's common stock and (ii) by the directors and executive officers of
the Registrant, as a result of the change of control. The person or the
Registrant named in the table has sole voting and investment power with respect
to the shares beneficially owned.
Name and address Amount and Nature Percent
Title of Class of Beneficial Owner of 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, Ind. (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.
4
<PAGE>
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 Registrant failed to file on a timely basis any reports
required by Section 16(a) of the Exchange Act during the Registrant's fiscal
year ended December 31, 2013.
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 (1).
----------
(1) Previously filed with the Securities and Exchange Commission on March 18,
2014, as an Exhibit to the Registrant's Form 8-K.
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: May 1, 2014 /s/ Sabir Saleem
----------------------------------
Sabir Saleem, CEO
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>