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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K
REPORT
Commission File No. 000-28749
FREEDOM SURF, INC.
(Name of Small Business Issuer in Its Charter)
Nevada 88-0446457
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)
207 W. 138th St.
Los Angeles, CA 90061
(Address of Principal Executive Offices) (Zip Code)
(310) 352-3300
(Issuer's Telephone Number)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(None)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, par value $0.001
(Title of Class)
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FORWARD LOOKING STATEMENTS
Freedom Surf, Inc., ("Freedom Surf, Inc.," or the "Company") cautions readers
that certain important factors may affect the Company's actual results and could
cause such results to differ materially from any forward-looking statements that
may be deemed to have been made in this Form 8-K or that are otherwise made by
or on behalf of the Company. For this purpose, any statements contained in the
Form 8-K that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the foregoing,
words such as "may," "expect," "believe," "anticipate," "intend," "could,"
"estimate," "plans," or "continue" or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking statements.
Factors that may affect the Company's results include, but are not limited to,
the Company's limited operating history, its ability to produce additional
products and services, its dependence on a limited number of customers and key
personnel, its possible need for additional financing, its dependence on certain
industries, and competition from its competitors. With respect to any
forward-looking statements contained herein, the Company believes that it is
subject to a number of risk factors, including: the Company's ability to
implement its product strategies to develop its business in emerging markets;
competitive actions; and, general economic and business conditions. Any
forward-looking statements in this report should be evaluated in light of these
important risk factors. The Company is also subject to other risks detailed
herein or set forth from time to time in the Company's filings with the
Securities and Exchange Commission.
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TABLE OF CONTENTS
Item 1. Changes in Control of Registrant 4
Item 2. Acquisition or Disposition of Assets 4
Item 3. Bankruptcy or Receivership 4
Item 4. Changes in Registrant's Certifying Accountant 4
Item 5. Other Events 5
Item 6. Resignation of Registant's Directors 5
Item 7. Financial Statements and Exhibits 5
Item 8. Change in Fiscal Year 5
Item 9. Change in Security Ratings 5
Signatures 6
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Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
Not Applicable
Item 3. Bankruptcy or receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
None
Item 6. Resignation of Registrant's Directors
On August 10, 2000, Raece Richardson resigned as President, Chief Executive
Officer and Director. He was replaced by Rick Songer as President, Chief
Executive Officer and will continue as a director of the Company.
Rick Songer has been President and Chief Operating Officer of Southern
California Logo, Inc. prior to its acquisition by Freedom Surf, Inc., founded
Southern California Logo, Inc. in 1985 and has headed the manufacturing and
marketing arms for that company since its inception. In the early years,
Southern California Logo became a top supplier of wardrobe and related products
to the motion picture industry. In more recent years, Rick has expanded the
customer base of the company into promotional products for many major
corporations and has done private labeling for numerous major brands. The
company's most recent venture has provided products for the surf and skateboard
industry. Mr. Songer was prior to his involvement with Southern California Logo,
an executive in the pharmaceutical industry and is a 1969 graduate of Virginia
Tech. He and his family have resided in Southern California since 1981.
Holly Richardson was named to replace Raece Richardson as a director by the
Board of Directors until the next annual meeting of shareholders.
Ms. Richardson was from 1988 through 1993 the major shareholder and a director
of Zan Plum Proprietary, Ltd., a Sydney, NSW, Australia fashion accessories
company distributing its products throughout Australia and South East Asia. She
developed the product range and managed the national sales force. She attended
Mount San Jacinto College in San Jacinto, California, followed by studies at the
Alliance Francaise in Paris, France. During 1986 through 1988, Ms. Richardson
set up a distribution network of surf related products in Europe. Following the
sale of Zan Plum in 1993, Ms. Richardson was with Hypersearch, licensee to Rip
Curl mountain wear products manufacturing skis, snowboards and related apparel.
Her responsibilities included all aspects of developing and launching the
product, creating and training a sales force and maintaining the high profile
image of Rip Curl. After 1996, Ms. Richardson became a direct employee of Rip
Curl managing and supervising their entire watch and accessory division. During
the late ninties, she opened a chain of six retail stores in Southern California
selling surf related products. She will bring her marketing and organizational
talents to the Company and will be an active member of the Board of Directors.
John Cruickshank had previously been named a director until the next annual
meeting of shareholders.
John Cruickshank is Senior Vice President of Senior Care Industries, Inc. in
Laguna Beach, California, is a graduate of the University of Vermont and Boston
College Law School. For the last several years prior to joining Senior Care,
he had been acting as a business consultant in the offices of Lawrence R. Young
& Associates, P.C., a law firm in Downey, California. Mr. Cruickshank brings
over 30 years of business experience to the Company and is expected to be
actively engaged as a director.
Item 7. Financial Statements and Exhibits
Not Applicable
Item 8. Change in Fiscal Year
Not Applicable
Item 9. Change in Security Rating
Not Applicable
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Freedom Surf, Inc.
(Registrant)
Dated: August 11, 2000
/S/ Rick Songer
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Rick Songer
Chief Executive Officer & Director
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