---

 

Item 1.01

Entry into a Material Definitive Agreement.

On July 6, 2016, the stockholders of FlexFridge, Inc. ("FlexFridge" or the "Company") voted to approve an amendment (the "Amendment") to FlexFridge's Articles of Incorporation which authorized the Board of Directors to effect a one-to-five hundred reverse stock split of FlexFridge's class A common stock, par value $0.0001 per share ("Class A Common Stock").  Immediately thereafter, the Company filed a notice of corporate action with the Financial Industry Regulatory Authority ("FINRA").  The Amendment was approved by the holders of the Company's capital stock as follows: Class A Common Stock with 262,909,255 votes or 76% approving, Class B Common Stock 120,000,000,000 votes or 100% approving, Series A Convertible Preferred Stock 20,000,000 votes or 100% approving and Series B Convertible Preferred Stock 20,000,000 votes or 100% approving. Upon receiving approval from FINRA, FlexFridge intends to make such filings with the Secretary of State of Illinois as may be required. The proposed effective date of the reverse stock split is as of the close of business Eastern Standard Time, on July 18, 2016 or such time as FINRA may approve the aforementioned corporate action, for shareholders of record as of July 6, 2016.  At the effective time, each five hundred shares of Class A Common Stock outstanding will be combined into a single share of Class A Common Stock with any resulting fractional shares rounded up to the next whole share and with odd lots being rounded up to 100 shares.  The total number of shares of Common Stock authorized and the par value under FlexFridge's Amended Articles of Incorporation was not affected.

The shareholders and Board of Directors determined that the aforementioned reverse stock split would be in the best interests of the Company and its shareholders because it will provide the Company with an opportunity to "up list" its Class A Common Stock from a "fully reporting pink" status to "fully reporting QB" status in its primary market with OTC Markets.

Item 3.03

Material Modification to Rights of Security Holders.

The disclosure set forth under Item 1.01 above relating to the Reverse Stock Split, the Amendment and the Series B Amendment is incorporated into this Item 3.03 by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosure set forth under Item 1.01 above relating to the Reverse Stock Split and the Amendment is incorporated into this Item 5.03 by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The disclosure set forth under Item 1.01 above relating to the Reverse Stock Split and the Amendment is incorporated into this Item 5.07 by reference.

Item 9.01

Financial Statements and Exhibits.

(c) Exhibits:

---