UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 2, 2009
EFOODSAFETY.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 333-68008 62-1772151
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1971 Old Cuthbert Road
Cherry Hill, New Jersey 08034
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 354-0707
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
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.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
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 Freedoms 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.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
EFOODSAFETY.COM, INC.
(Registrant)
Date: March 3, 2009
/s/ Patricia Gruden
Patricia Gruden
Chief Executive Officer
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