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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 23, 2014
FREEDOM PETROLEUM, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-184061 45-5440446
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
8580 E. Bellewood Place, Denver CO 80237
Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 1 (800) 493-0740
(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:
[ ] 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
We are a party to that certain Securities Purchase Agreement (the "Agreement")
by and among ourselves, certain of our shareholders (the "Selling Shareholders")
owning an aggregate of 27,000,000 shares (approximately 51.7%) of our common
stock (the "Sold Stock") and Anton Lin ("Lin") dated January 23, 2014. Pursuant
to the Agreement, Lin purchased the Sold Stock for $27,000 (the "Purchase
Price") from the Selling Shareholders in a private sale transaction (the
"Private Sale"). The Selling Shareholders are Thomas Hynes ("Hynes"), our sole
officer and director, and Nina Bijedic ("Bijedic") - our corporate secretary.
The parties also entered into an Escrow Agreement providing for an escrow agent
to receive and distribute the Sold Stock and the Purchase Price pursuant to the
terms of the Agreement.
Pursuant to the Agreement, Hynes and Bijedic, submitted their resignations from
all positions held with us; prior to the closing of the Private Sale, our Board
of Directors appointed Lin as our sole director and Chief Executive Officer,
which appointments shall be effective after the closing of the Private Sale.
The Agreement contains representations and warranties, and covenants by the
Company, the Selling Shareholders and Lin which are customary for transactions
of this type such as, with respect to the Company: organization, good standing
and qualification to do business; capitalization; subsidiaries, authorization
and enforceability of the transaction and transaction documents; valid issuance
of stock, consents being obtained or not required to consummate the transaction;
litigation; compliance with securities laws; and no brokers used, and with
respect to the Selling Shareholders: authorization and ownership; and with
respect to Lin: authorization, accredited investor status and investment intent.
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
To the extent required by Item 3.02 of Form 8-K, the information set forth in
Item 1.01 of this Current Report on Form 8-K is incorporated by reference
herein.
The information contained in this Current Report on Form 8-K is not an offer to
sell or the solicitation of an offer to buy the Company's common stock or any
other securities of the company, but merely included to disclose the terms of
the transaction mentioned herein.
The foregoing description of the Agreement and Escrow Agreement (collectively,
the "Transaction Documents") does not purport to be complete and is qualified in
its entirety by reference to the Form of Agreement and Escrow Agreement, which
are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and
incorporated by reference herein. The Transaction Documents have been attached
as exhibits to this Current Report on Form 8-K solely in order to provide
investors and security holders with information regarding their terms. It is not
intended to provide any other financial information about the Company or its
subsidiaries and affiliates. The representations, warranties and covenants
contained in the Transaction Documents were made only for purposes of that
agreement and as of specific dates, are solely for the benefit of the parties to
the Transaction Documents, may be subject to limitations agreed upon by the
parties thereto and may be subject to standards of materiality applicable to the
parties thereto that differ from those applicable to investors. Investors should
not rely on the representations, warranties or covenants or any description
2
thereof as characterizations of the actual state of facts or condition of the
Company or any of its subsidiaries or affiliates. Moreover, information
concerning the subject matter of the representations, warranties and covenants
may change after the date of the Transaction Documents, which subsequent
information may or may not be fully reflected in public disclosures by the
Company.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 EXHIBITS
Exhibit No. Description
----------- -----------
10.1 Form of Securities Purchase Agreement
10.2 Form of Escrow Agreement
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.
Dated: January 23, 2014 Freedom Petroleum, Inc.
By: /s/ Anton Lin
--------------------------------
Anton Lin, CEO
