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):
February 24
th
, 2015
FREEDOM LEAF INC.
(Exact name of registrant as specified in
its charter)
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Nevada
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333-190067
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46-2093679
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(State of incorporation)
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(Commission File Number)
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(IRS Employer No.)
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848 N. Rainbow Blvd #3352
Las Vegas, Nevada 89107
(Address of principal
executive offices and Zip Code)
(702) 499-6022
(Registrant's telephone number, including
area code)
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:
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a -12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d -2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e -4(c))
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
CHANGE IN FISCAL YEAR
On February 24
th
,
2015, FINRA granted final approval of Change of Name & Ticker Symbol of the Corporation from Arkadia International to FREEDOM
LEAF INC., with the new Ticker Symbol of “FRLF”. Additionally FINRA approved a 12:1 forward split of the company’s
shares, bringing the current Total Issued & Outstanding shares to 90,000,000. Said approval was predicated upon FREEDOM LEAF
INC.’s (the “Registrant’s”) filing of Articles of Merger with Arkadia International with the Nevada Secretary
of State on November 6
th
, 2014. Under the laws of the State of Nevada, FREEDOM LEAF INC. was merged with and into the
Registrant, with the Registrant being the surviving entity. The Merger was completed under Section 92A.180 of the Nevada Revised
Statutes, Chapter 92A, as amended, and as such, does not require the approval of the stockholders of either the Registrant or FREEDOM
LEAF INC. As a result of the Merger, the Articles of Incorporation of the Registrant has been Amended to change the name of the
Registrant to FREEDOM LEAF INC. A copy of the Articles of Merger is attached to this Current Report as Exhibit 99.1.
ITEM 9.01 EXHIBITS
(d) Exhibits.
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Exhibit #
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Description
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99.1
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Articles of Merger
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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.
Date: February 25, 2015
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Freedom Leaf, Inc.
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By:
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/s/ Richard C. Cowan
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Richard C. Cowan
CEO
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Exhibit 99.1
Articles of Merger
ARKADIA INTERNATIONAL,
Name of merging entity
NEVADA, Jurisdiction,
CORPORATION, Entity type and
FREEDOM LEAF, INC.,
Name of surviving entity NEVADA, Jurisdiction, CORPORATION, Entity type
Articles of Merger
page 2
The undersigned
declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200)
Articles of Merger
Page 3
(b) The plan was
approved by the required consent of the owners of
ARKADIA INTERNATIONAL
Name of merging entity, and, or, FREEDOM LEAF INC. Name of surviving entity
Articles of Merger
page 4
(c) Approval of
plan of merger for Nevada non-profit corporation (NRS92A.160)
The plan of merger
has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of
merger is required by the articles of incorporation of the domestic corporation.
Articles of Merger
Page 5
5) Amendments, if
any, to the articles of certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200):
THE ARTICLES OF
THE CORPORATION SHALL BE HEREBY AMENDED SOLELY TO REFLECT THAT THE NEW NAME OF THE CORPORATION HENCEFORTH SHALL BE FREEDOM LEAF
INC.
6) Location of Plan
of Merger
(6) The entire plan
of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at
the records office address if a limited partnership, or other place of business of the surviving entity.
7) Effective date
and time of filing: Date 4th Nov 2014, Time:12:00PM
Articles of Merger
Page 6
8) Signatures, ARKADIA
INTERNATIONAL, Name of merging entity, /s/ signature, Secretary, 4th nov 2014
and, FREEDOM LEAF,
INC., Name of surviving entity, /s/ signature, President, 4th Nov 2014