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| EFSF.OB > SEC Filings for EFSF.OB > Form 8-K on 4-Mar-2009 | All Recent SEC Filings |
4-Mar-2009
Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equi
On January 12, 2009, eFoodsafety.com ("eFood") and Freedom2 Holdings, Inc. ("Freedom2") entered into a Share Exchange agreement ("Agreement") pursuant to which eFood has agreed to acquire 100% of the issued and outstanding securities of Freedom2 from Freedom2 shareholders in exchange for the issuance of 48,205,000 shares of eFood restricted common stock, par value $.0001 per share. The closing of this acquisition occurred on March 2, 2009.
Description of business
Freedom2 is a privately held corporation organized under the laws of the State
of Delaware and a holding company operating through wholly owned subsidiaries.
Freedom2 and subsidiaries are the first company to engineer and patent a
permanent, but more easily removable ink for tattoos and permanent cosmetics.
On March 2, 2009 ("Closing Date"), in connection with the Share Exchange Agreement with Freedom2, as discussed in Item 2.01, the company agreed to issue forty eight million two hundred five thousand shares of restricted common stock to Freedom2 in exchange for one hundred percent (100%) of Freedom's outstanding shares. The shares issued were valued at Fair Market Value and were issued without registration in reliance upon the exemption provided by Section 4(2) of the Securities Act of 1933 and/or Regulation D.
(a) Financial Statements of Business Acquired.
The financial statements required by Rule 3-05(b) of Regulation S-X will be filed by amendment to this Current Report on Form 8-K no later than May 14, 2009.
(b) Pro Forma Financial Information.
The pro forma financial information required pursuant to Article 11 of Regulation S-X will be filed by amendment to this Current Report on Form 8-K no later than May 14, 2009.
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