8-K
Awareness Group, Inc. (TAAG)
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
February 3, 2023
Date of Report (Date of earliest event reported)
000-52952
Commission File Number
| Freedom Holdings, Inc. aka Freedom Acquisition Corp. | |
|---|---|
| (Exact name of registrant as specified in its charter) | |
| Florida | 56-2560951 |
| --- | --- |
| (State or other jurisdiction of<br><br>incorporation or organization) | (IRS Employer<br><br>Identification No.) |
| 10524 Independence Ave. Chatsworth, CA | 91311 |
| (Address of principal executive offices) | (Zip Code) |
(260) 490-9990
(Registrant's telephone number, including area code)
N/A
(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 (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))
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each class | Trading<br><br>Symbol(s) | Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 1.01. Entry into a Material Definitive Agreement
On January 18, 2023 the Company entered into a Definitive Agreement with MedCann Industries, Inc. The Agreement calls for
| a. | MedCann is to purchase 40,000,000 Freedom restricted common shares for $50,000.00 and |
|---|---|
| b. | Brian Kistler shall resign all Officer/Director positions only to serve as an advisor for a period of 2 years to insure a smooth transition and |
| c. | John Vivian, CEO of MedCann shall simultaneously be appointed as the Chairman and CEO of Freedom and |
| d. | MedCann as the parent company shall assume the debt and ongoing operational costs of Freedom |
| e. | All financial disclosures are to be brought current |
The Closing took place on February 3, 2023 and because of the aforementioned conditions, Freedom shall become a majority owned subsidiary of MedCann with operations of MedCann Industries transferred into Freedom for future development.
Item 5.01. Changes in Control of Registrant
On February 3, 2023, we closed the acquisition of the common shares of Freedom Holdings, Inc. by MEDcann Industries and according to the terms of the agreement the control of the Company changed to MEDcann Industries
Item 5.02. Departure of Directors, or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 3, 2023 Brian Kistler resigned all positions as Officer and Director according to the terms of the Binding Definitive Agreement with MEDcann Industries. Mr. Kistler will remain involved with the Company as an independent contractor consultant for a period of 2 years to insure a smooth transition of the Company control. Terms of Mr. Kistler’s engagement is still being determined.
On February 3, 2023 John E. Vivian, was simultaneously appointed as the Company Chief Executive Officer and Chairman of the Board of Directors.
John Vivian has been the CEO of MEDcann Industries since June 2021. He has served as a principle in a variety of Manufacturing and Service Companies over an extensive career in Business. From his rapid rise to Sergeant in the Army Engineers during the Vietnam War, through many jobs and projects; he has acquired an eclectic inventory of knowledge and experience that allows him to rapidly address an overview of a project and then supply leadership and constructive input to those projects. He has been a consultant to many firms in vary diverse areas, Package Machinery Manufacturing, Military, Medical and Aero Space Packaging, Material Handling and Storage, Historically Accurate Structure Design, and other areas for both Retail and Themed Entertainment. In many cases supplying overall Project Management support. Mr. Vivian has been involved in the construction of three 3&3/4-inch scale locomotives, Manufacture of Plastic, injection molded, and Laser Cut, scale Model Railroad Products. and consulting in the theatrical lighting and fiber optic areas. We believe that Mr. Vivian’s vast experience and expertise qualifies him to be a valuable asset to our Board of Directors.
MR. VIVIAN’S PROFESSIONAL EXPERIENCE IS AS FOLLOWS:
| 06/2021 to current | CEO, President, Director MedCann Industries, Inc.–Chatsworth, CA | ||
|---|---|---|---|
| · | Evaluate company documentation to verify alignment with regulatory requirements. | ||
| · | Prepared and submitted documentation and applications to various Government and private organizations to maintain access to Stock Market platforms. | ||
| 2019 to current | CEO, President MCI (Medical Cannabis Industries) –Chatsworth, CA | ||
| · | Managed daily operations. | ||
| · | Evaluate company documentation to verify alignment with regulatory requirements. | ||
| 1986 to current | Owner, Proprietor, Manager Model Railroad General Store. —Chatsworth, CA | ||
| · | Retail, Wholesale, Distributor of in house manufactured Hobby Products | ||
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On February 3, 2023 Robin Wright was appointed as the Chief Financial Officer and member of the Board of Directors.
Robin Wright has been a Staff Accountant with the Sherman Oaks CPA firm for over 40 years. Ms. Wright specializes in business accounting and works closely with her clients to provide exemplary service. We believe that Ms. Wright’s vast experience and expertise qualifies her to be a valuable asset to our Board of Directors.
MS. WRIGHT’S PROFESSIONAL EXPERIENCE IS AS FOLLOWS:
1983 to Present Sherman Oaks CPA Staff accountant
On February 3. 2023 Richard P. Volpe was appointed as Executive Vice President and member of the Board of Directors.
Richard Volpe is an Accomplished, results-driven equities market strategist with 25+years portfolio of success, substantially boosting bottom lines through expert relationship management and innovative strategies. Instrumental in identifying new business opportunities, solid experience in financial and strategic planning, contract negotiation and revenue generation. Dedicated to cultivating long-standing profitable relationships and motivating high-performance personnel. Investor relations with CEOs of Fortune 500 Companies, equal ability to succeed in start-up environments and established global organizations. Areas of expertise include:
Business Development * Account Management* P&L Management*Portfolio Growth/Mgmt.*Strategic Marketing Planning*Marketing & Advertising*Cross-functional Leadership*Executive Liaison*Presentations*New Product Launches*Project Management*Budgets*Relationship Building*Start-up Operations*Issue Resolution*Contract Negotiations*Sales*Licensed Real Estate Agent*Maintaining Person to Person Relationships*High-End Home Improvement Design*Licensed Home Improvement Salesperson* We believe that Mr. Volpe’s vast experience and expertise qualifies him to be a valuable asset to our Board of Directors.
MR. VOLPE’S PROFESSIONAL EXPERIENCE IS AS FOLLOWS:
DREAMSTYLE REMODELING, California
DESIGN CONSULTANT AND SALES REPRESENTITIVE, 2021 – Present
• Design and Sales
• Bath Replacement
RENEWAL BY ANDERSEN, California
DESIGN CONSULTANT AND SALES REPRESENTITIVE, 2019 – 2020
• Design and sales
• High – end window replacement
ARDSLEY VENTURES LLC, New York, California
CEO, CONSULTING SERVICES, 2012 – Present
• Marketing
• Sales
• Private equity firm specializing in short to medium term trading strategies
• Developing and Consulting on new projects
• Brand building
POTNETWORK INC., LLC, New York 2015-2018
CEO
• Aggregates Cannabis related media
• Strategic partnerships
• Monetization opportunities for industry partners
• Cultivating valuable relationships with other industry leaders
• Developing new projects in Cannabis industry
• Brand building
Item 8.01. Other Events
On February 7, 2023 a press release was issued to announce the closing with MEDcann Industries, change of control and appointment of new management.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description |
|---|---|
| 10.1 | Definitive Agreement dated January 18, 2023 |
| 99.1 | Press Release dated February 7, 2023 |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL Document) |
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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: February 10, 2023 | By: | /s/ John Vivian |
|---|---|---|
| John Vivian | ||
| CEO | ||
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fhld_ex101.htm EXHIBIT 10.1
FREEDOM HOLDINGS, INC. aka
Freedom Acquisition Corp, a Florida corporation
106 Ogden St., PO Box 591, Ossian IN, 46777
January 18, 2023
MedCann Industries, Inc.
Mr. John Vivian, CEO
21605 Independence Ave.
Chatsworth, CA 91311
| Re: | Binding Definitive Agreement |
|---|
Dear John
This Binding Definitive Agreement (“Agreement”) memorializes the principal terms upon which MedCann Industries, Inc., (MedCann) (the “Buyer”), agrees to purchase $50,000 worth of Freedom Holdings, Inc. (“FHLD”) common shares or 40,000,000 @ $0.00125 per share which represents the control of FHLD as of the date of this agreement. The control is made up of issued and outstanding shares of Freedom Holdings, Inc., (the “Company).
At the closing of the Transaction (the “Closing”), and on the terms and subject to all the conditions of this Agreement FHLD shall become a majority owned subsidiary of Buyer (“Acquisition”).
Upon execution of this Agreement, the Parties shall work in good faith to complete the Acquisition, including by meeting the following interim goals:
(1) the Company shall promptly make its information and personnel available for Buyer’s due diligence review.
(2) The Parties shall seek approval for the Acquisition, based on this Agreement and the final forms of the other transaction documents, from their respective boards or other governing bodies or persons, no later than January 15, 2023.
(5) Subject to the satisfaction of the closing conditions in the Agreement, the Parties shall close the Acquisition.
Principal Terms of Acquisition
Buyer
MedCann Industries, Inc.
Seller/Company
Freedom Holdings, Inc. aka Freedom Acquisition Corp a Florida Corporation (“FHLD or the Company”).
| Acquisition | Buyer shall acquire 40,000,000 of restricted stock of the Company, representing up to 80% of the issued and outstanding securities of Seller (the “Acquisition Shares”) for the sum of $50,000.00 USD (the “Purchase Price”) |
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| 1. | Upon the consummation of the Acquisition, FHLD will become a majority owned subsidiary of Buyer. |
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| 2. | Buyer shall accept the obligations of the Company not to exceed the liabilities as reported on the audited financial statements as of 12-31-2022 and ongoing operational costs from this point forward. |
| 3. | Upon the Closing, 100% of the Acquisition Shares of the Company shall be owned by Buyer or its assigns free and clear of any and all liens or debt. |
| 4. | Immediately and simultaneously with the Closing, the Company shall appoint John Vivian as Chairman of the Board of Directors of FHLD and accept the immediate resignation of Brian Kistler as CEO and Director of the Company |
| 5. | The parties acknowledge that the Acquisition Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and will be subject to significant restrictions on transfer. Buyer acknowledges and agrees that it and the beneficial owners of the Shares will have no right to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless Buyer shall first have been provided with an opinion of counsel satisfactory to Buyer that such sale is exempt from such registration under the Securities Act and any applicable federal and state securities laws. The Shares will be subject for a six (6) months lock-up period starting on the effective date of the definitive agreement. |
| 6. | Upon the Closing, Brian Kistler shall be appointed to the advisory board on a two-year agreement under terms to be agreed to and the Seller will be permitted to nominate one board member of a Five-person Board of Directors (the “Board”), Each shall nominate its choices for re-election to the Board to be voted on by shareholders at each annual shareholder meeting. The board members chosen by will be compensated according to the policies set forth by the Buyer and is to be paid compensation as a director. |
| 7. | The Company shall immediately perform “catch up” the filings to become SEC compliant and file a “long audit” amending its filing status to be year ending from 9-30 to 12-31-2022 |
Good Faith Efforts
With respect to financial statements, Buyer is not current in all of its filings however the Seller has engaged outside auditors BF Borgers, CPA, to audit and review the Company’s financial statements in compliance with PCAOB standards, including all opinion letters and other documents as shall be necessary to allow the Company to be acquired by Buyer pursuant to all applicable SEC and other rules and regulations and to allow Buyer to timely file all necessary securities filings with the SEC (collectively, the “Audit”). .
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Confidentiality
The existence of this Agreement and the contents hereof, as well as all mutually discussed, projections, forecasts, technology, processes, management, related entities, shareholders, members and other materials relating to any of the parties, or their subsidiaries and other affiliates shall all be treated as confidential information by the parties and shall not be disclosed or used by any party without the written consent of the other party. The parties shall cause their affiliates to observe the confidentiality provided for in this Agreement. For the avoidance of doubt, the parties may disclose such information (a) to such party’s bankers and other financing sources, employees and professional advisors, in each case under a confidential relationship, in connection with the Acquisition, and (b) if required pursuant to any court order, investigation by a governmental or regulatory entity, and any applicable law or regulation (including applicable securities laws and regulations and rules promulgated thereunder), and if such disclosure is required, the party from whom such disclosure is sought will, if practicable, (i) request that the subject matter to be disclosed be kept confidential and not used for any purpose, (ii) to the extent permitted by law, give reasonable advance notice in writing to the other party that such disclosure has been required, (iii) to the extent permitted by law, make such disclosure as late as legally permissible (as determined by the party making such disclosure upon the advice of its counsel), and (iv) limit the information to be disclosed to that which is required to be disclosed.
Miscellaneous (Binding Terms)
This Agreement supersedes and replaces in its entirety any oral or written agreement between the Company, Seller and Buyer relating to the subject matter hereof. No binding agreement providing for the Acquisition has been deemed to exist unless and until a Definitive Agreement between Buyer and the Company is executed and delivered, and unless and until a Definitive Agreement is executed and delivered, none of the Parties will have any legal obligation to any other party of any kind with respect to the Acquisition or otherwise; except that the terms herein in the sections entitled Due Diligence, Exclusivity and Operations during the Exclusivity Period, Confidentiality, Expense Reimbursement, Termination and Miscellaneous shall be legally binding upon the Parties.
If any of the foregoing binding terms of this Agreement, as applied in any circumstance, shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstance, or the validity or enforceability of the remaining binding terms of this Agreement.
This Agreement shall be governed by Florida law, without reference to conflicts of law’s provisions thereof.
{[The Remainder of Page Intentionally Left Blank. Signature Page Follows}
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We look forward to consummating this transaction as soon as possible. If the foregoing terms and conditions are acceptable, please sign below and return to us.
This agreement shall be declared effective on the date fully executed below.
| Sincerely, |
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| FREEDOM HOLDINGS, INC. aka<br> <br>Freedom Acquisition Corp |
| /s/ Brian K. Kistler |
| Chief Executive Officer |
| Date: 1-18-2023 |
Acknowledged and agreed to be
Legally binding the on the Buyer as set forth herein:
MEDcann Industries, Inc.
/s/ John Vivian
CEO
Date: 1-18-2023
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fhld_ex991.htm EXHIBIT 99.1
Freedom Holdings Closes
with MEDcann Industries, Inc.
Ossian, Indiana – February 7, 2023 – Freedom Holdings, Inc. aka Freedom Acquisition Corp ("FHLD" the "Company," OTC: FHLD) Freedom Holdings is pleased to announce that it has closed on the Definitive Agreement with MEDcann Industries as announced.
The Closing took place on February 3, 2023 and the terms of the agreement have been consummated as follows:
| a. | MedCann has purchased 40,000,000 Freedom restricted common shares for $50,000.00 and |
|---|---|
| b. | Brian Kistler has resigned all Officer/Director positions only to serve as an advisor for a period of 2 years to insure a smooth transition and |
| c. | John Vivian, CEO of MedCann has been appointed as the Chairman and CEO of Freedom, Robin Wright as C.F.O. and |
| d. | MEDcann (as the parent company) has assumed the debt and ongoing operational costs of Freedom |
| e. | All financial disclosures are to be brought current |
Brian Kistler, outgoing CEO and Director stated “this opportunity for the Company to take on the operations of MedCann Industries as a majority owned subsidiary will launch Freedom into the lucrative Cannabis industry for future development. I am pleased for the control of the Company to be taken over by the new management for a breath of new life for all of the shareholders.”
John Vivian, incoming CEO and Chairman of the Board commented “I want to thank Brian for his confidence in our ability to take Freedom to new levels of shareholder value as we execute our plan of moving all operations into Freedom just as soon it is possible. We will update our shareholders as the plan unfolds.”
“I am also pleased to have Ms. Wright join me on the Board of Directors and believe that our future is bright with their influence and expertise” concluded Vivian.
BUSINESS DESCRIPTION: MEDcann Industries, Inc. / Medical Cannabis, Inc. is a developer and provider of next generation Cannabis driven products such as CBD & THC, cannabis 420 beverages and Medical treatment solutions with Cultivation to help customers and patients increase their medical health and treatments to improve their illnesses and Cancers.
Press Release Contact:
John Vivian
CEO
MEDcann Industries, Inc
813-699-4098
Safe Harbor Statement
This press release contains statements, which may constitute forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief, or current expectations of the Company, members of its management, and assumptions on which such statements are based. We caution prospective investors that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and that actual results may differ materially from those contemplated by such forward-looking statements.