UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER
FREE FLOW, INC.
(Name of Registrant)
Delaware 000-54868 45-3838831
(State of Incorporation) (Commission (IRS Employer
File No.) Identification Number)
9130 Edgewood Drive
La Mesa, CA 91491
(Address of Principal Executive Offices)
(619) 741-9006
(Registrant's Telephone Number)
Karen A. Batcher, Esq.
Synergen Law Group, APC
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
(619) 475-7882
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
We Are Not Asking You for a Proxy and
You Are Required Not to Send Us a Proxy
FREE FLOW, INC.
9130 Edgewood Drive
La Mesa, CA 91491
Information Statement Pursuant to Section 14(f) of the
Securities Exchange Act of 1934 and
Rule 14f-1 Thereunder
Notice of Proposed Change in the
Majority of the Board of Directors
INTRODUCTION
The information contained in this Information Statement pursuant to Rule
14f-1 (the "Information Statement") is being furnished to all holders of record
of common stock of Free Flow, Inc. (the "Company") at the close of business on
March 14, 2014 in accordance with the requirements of Section 14(f) of the
Securities Exchange Act of 1934 (the "Exchange Act"), and Rule 14f-1 under the
Exchange Act.
No action is required by the stockholders of the Company in connection with
this Information Statement. However, Section 14(f) of the Exchange Act and Rule
14f-1 promulgated thereunder require the mailing to our stockholders of record
of the information set forth in this Information Statement at least 10 days
prior to the date a change in a majority of our directors occurs, otherwise than
at a meeting of our stockholders. Accordingly, the closing of the change in a
majority of our directors pursuant to the terms of the Common Stock Purchase
Agreement will not occur until at least 10 days following the mailing of this
Information Statement. This Information Statement will be mailed to our
stockholders of record on or about March 14, 2014.
Please read this Information Statement carefully. It describes the terms of
the Common Stock Purchase Agreement and contains certain biographical and other
information concerning our executive officers and directors after completion of
the Common Stock Purchase Agreement. All of our filings and exhibits thereto,
may be inspected without charge at the public reference section of the
Securities and Exchange Commission ("SEC") at 100 F Street N.E., Washington, DC
20549 or obtained on the SEC's website at www.sec.gov.
NO VOTE OR OTHER ACTION BY THE COMPANY'S STOCKHOLDERS IS REQUIRED IN
RESPONSE TO THIS INFORMATION STATEMENT. PROXIES ARE NOT BEING SOLICITED.
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 Virginia
corporation (the "Purchaser"), with a principal place of business at 2301
Woodland Crossing Dr., Suite 155, Herndon, VA 20171, the Twenty Five Million
2
(25,000,000) shares of common stock of the Company (the "Shares") owned by Mr.
Henderson, constituting approximately 95.4% of the Company's outstanding common
stock, for $255,000. As a result of the sale there will be a change of control
of the Company. It is intended that the purchase of the Shares will be completed
approximately 11 days after this Information Statement is filed with the SEC and
mailed to the Company's stockholders. There is 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 is also the Company's sole officer and director, has agreed to (a) appoint
Sabir Saleem and Fernandino Ferrara (the "Designees") as directors of the
Company, subject to the filing and dissemination of this Information Statement,
and (b) submit his resignation as the sole director and officer of the Company,
subject to the filing and dissemination of this Information Statement. As a
result thereof, the Designees will then constitute the entire Board of Directors
of the Company.
As of the date of this Information Statement, the authorized capital stock
of the Company 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.
CURRENT DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is the current sole director and executive officer of the
Company:
Name Position/Title Age
---- -------------- ---
S. Douglas Henderson (1) Director, President, CFO, Secretary 77
----------
(1) Mr. Henderson will resign all of his positions when the purchase of the
Shares is completed, on or about March 25, 2014.
The following sets forth biographical information regarding the Company's
current sole director and officer:
S. DOUGLAS HENDERSON - DIRECTOR, PRESIDENT, CFO AND SECRETARY:
S. Douglas Henderson has been President, CFO, Secretary and sole director
of Free Flow since October 29th 2011. From 1998 until 2008 he was Admissions
Director, Senior Flight Instructor of San Diego Flight Training International,
San Diego CA. Since July 2004, he has worked part time as an income tax preparer
for H & R Block. Mr. Henderson is also part owner of J. Bright Henderson, Inc.,
a dealer in fine art.
3
Mr. Henderson was a director of Ads in Motion, Inc., a public company, from
August 2007 until June 28, 2010 and was secretary of Ads in Motion from May 2007
until June 28, 2010. During the time Mr. Henderson was a director, Ads in Motion
advanced its business plan with the building of a prototype of its elevator
advertising and the installation in a building and the signing of a contract
with a tenant of the building for advertising. Ads in Motion also signed a
contract with a sign company for the development of its video advertising signs.
Ads in Motion built a demo in a van which contained video signs which was used
to advertise in the downtown area of San Diego, CA. Ads in Motion also direct
mailed its brochures to the owners and operators of the high-rise buildings in
San Diego, CA and personally made sales calls on them. In 2009 and 2010, the
climate for selling a new type of advertising and raising capital were poor, and
the company was unable to continue operations.
Set forth below is information describing the Company's proposed new
officers and proposed directors (the "Designees"), to be designated pursuant to
the terms of the Stock Purchase Agreement:
Name and Address Position/Title (1) Age
---------------- ------------------ ---
Sabir Saleem Director, CEO 65
2301 Woodland Crossing Dr., Ste. 155
Herndon, VA 20171
Fernandino Ferrara Director, 60
63 Clifton Street Secretary-Treasurer
Farmingdale, NY 11735
----------
(1) The persons named above will comprise the Company's Board of Directors when
completion of the change of control takes effect, on or about March 25,
2014.
The following sets forth biographical information regarding the Company's
proposed new directors and officers:
Sabir Saleem, age 65: 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 company 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 company, since
February, 2012; and CEO of Neolife, Inc. a Virginia company, since September,
2012. From December 2010 until January 2012, Mr. Saleem was the CEO of Michelex
Corporation, a pharmaceutical manufacturer. All of the foregoing are
privately-owned companies.
4
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 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 Company'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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's common stock by (i) each stockholder known by the
Company to be the beneficial owner of more than 5% of the Company's common stock
and (ii) by the directors and executive officers of the Company. The person or
the company named in the table has sole voting and investment power with respect
to the shares beneficially owned.
The following sets forth the beneficial ownership information prior to the
closing of the Share Purchase Agreement:
5
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner Beneficial Ownership of Class
-------------- ------------------- -------------------- --------
Common Stock, S. Douglas Henderson 25,000,000 95.4%
par value $0.0001
Common Stock, All Executive Officers 25,000,000 95.4%
par value $0.0001 and Directors as a Group
(1 person)
The following sets forth the beneficial ownership information after the
closing of the Share Purchase Agreement:
Name and Address Amount and Nature of Percent
Title of Class of Beneficial Owner 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.
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 Company failed to file on a timely basis any
reports required by Section 16(a) of the Exchange Act during the Company's
fiscal year ended December 31, 2013.
COMPENSATION OF DIRECTORS AND OFFICERS
During the fiscal year ended December 31, 2013, no director or executive
officer received any compensation from the Company.
CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND COMMITTEES; DIRECTOR INDEPENDENCE
We do not have standing audit, nominating or compensation committees of the
Board of Directors or committees performing similar functions. These functions
6
are currently performed by the Board of Directors, which currently consists of
only one person. We do not have an audit committee charter or nominating
committee charter.
Our Board of Directors does not currently have an expressed policy with
regard to the consideration of any director candidates recommended by
stockholders because the Board of Directors believes that it can adequately
evaluate any such nominees on a case-by-case basis. Our Board of Directors does
not currently have any formal minimum criteria for nominees. We have not
received any recommendations for director nominees from any stockholders.
Neither our current sole director, nor any of the proposed directors
following the Share Exchange, are "independent" directors under the Nasdaq
Marketplace Rules.
BOARD MEETINGS
During the Company's fiscal year ended December 31, 2013, our Board of
Directors did not hold any meetings and acted by written consent on 4 occasions.
We have not yet established a policy with respect to board member's attendance
at annual meetings.
STOCKHOLDER COMMUNICATIONS
Our Board of Directors does not currently have a process for our
stockholders to send communications to the Board of Directors. Following the
change of control of the Board of Directors, our stockholders can send
communications to the new Board of Directors by writing to: Free Flow, Inc., c/o
Sabir Saleem, CEO, 2301 Woodland Crossing Drive, Suite 155, Herndon, VA 20171.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except for the ownership of the Company's securities, neither the current
sole director and officer, nor any of the proposed directors, officers or
holders of more than five percent of the Company's outstanding Common Shares, or
any member of the immediate family of such person, have, to the knowledge of the
Company, had a material interest, direct or indirect, during the two fiscal
years ended December 31, 2012 and 2013, in any transaction or proposed
transaction which may materially affect the Company, except as follows:
As of December 31, 2013 and December 31, 2012, the Company had loans from
Mr. Henderson, with an outstanding balance of $22,468 and $10,000 respectively.
These loans have no fixed terms for repayment, are unsecured, and bear no
interest. At the closing of the Common Stock Purchase Agreement, the outstanding
loan will be cancelled, and there will be no amounts due and owing from the
Company to Mr. Henderson.
7
Upon completion of the sale of control which is the subject of this
Information Statement, all outstanding loans owed by the Company to any of the
current officers or directors of the Company, or their affiliates, will be
forgiven and cancelled.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The Company is subject to the information and reporting requirements of the
Securities Exchange Act of 1934 and, in accordance with that act, files periodic
reports, documents and other information with the SEC relating to its business,
financial statements and other matters. These reports and other information may
be inspected and are available for copying at the offices of the SEC, 100 F
Street Street, N.E., Washington, D.C. 20549 and are available on the SEC's
website at www.sec.gov.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Information Statement to be signed on its behalf
by the undersigned hereunto duly authorized.
FREE FLOW, INC.
March 14, 2014 By: /s/ S. Douglas Henderson
-----------------------------------
S. Douglas Henderson, President
8