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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 - K
REPORT
FREEDOM SURF, INC.
Nevada 88-0446457
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
17011 Beach Blvd., Suite 710
Huntington Beach, CA 92648
(Address of Principal Executive Offices) (Zip Code)
(714) 843-6633
(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 5
Item 4. Changes in Registrant's Certifying Accountant 5
Item 5. Other Events 5
Item 6. Resignation of Registant's Directors 5
Item 7. Financial Statements and Exhibits 6
Item 8. Change in Fiscal Year 6
Item 9. Change in Security Ratings 6
Signatures 6
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Item 1. Changes in Control of Registrant
Not Applicable
Item 2. Acquisition or Disposition of Assets
On October 19, 2000 the Company sold its entire inventory of equipment which it
purchased in 1999 for the manufacture of neoprene wet suits to Ronbridge
Investments, Ltd., a Hong Kong corporation, doing business in Hong Kong, China.
The sale price was $4,750,000.00. The buyer made a cash down payment of
$750,000.00 which was paid into the treasury of the Company and agreed to pay
the balance of $4,000,000.00 on or before March 18, 2002 with interest payable
quarterly in arrears at the rate of 6% per annum on the declining balance due.
Additionally, the buyer assumed the Company's outstanding debt to Pacific
Standard Financial Group, Inc. of $335,000.00 which is due on or before December
10, 2001.
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Item 3. Bankruptcy or Receivership
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant
Not Applicable
Item 5. Other Events
Not Applicable
Item 6. Resignation of Registrant's Directors
Not Applicable
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Item 7. Financial Statements and Exhibits
Exhibits attached:
Exhibit 10 - Asset Purchase Agreement Between Ronbridge
Investments, Ltd. and Freedom Surf, Inc. dated October 19, 2000
Item 8. Changes in Fiscal Year
Not Applicable
Item 9. Change is Security Rating
Not Applicable
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: October 20, 2000
/S/ Rick Songer
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Rick Songer
Chief Executive Officer & Director
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