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 CEO, President, Director MedCann Industries, Inc.-Chatsworth, CA
current
· 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 CEO, President MCI (Medical Cannabis Industries) -Chatsworth, CA
current
· Managed daily operations.
· Evaluate company documentation to verify alignment with
regulatory requirements.
1986 to Owner, Proprietor, Manager Model Railroad General Store. -Chatsworth, CA
current
· 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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