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): May 5, 2014

 

 

  Firemans Contractors, Inc.  
  (Exact name of registrant as specified in its charter)  
     
  Nevada  
  (State or other jurisdiction of incorporation)  

  

000-54802   27-0811315
(Commission File Number)   (IRS Employer Identification No.)

 

2313 E Loop 820 N, Fort Worth, TX   76118
(Address of principal executive offices)   (Zip Code)

 

  (800) 475-1479  
  (Registrant’s telephone number, including area code)  
     
     
  (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:

 

☐ 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 1.01 Entry into a Material Definitive Agreement

 

On May 5, 2014, the Company entered into a Settlement Agreement with Asher Enterprises, Inc., related to debts owed by the Company, which originated on September 10, 2012 and February 20, 2013. The Settlement Agreement released the Company from any and all allegations listed in the legal proceeding filed by Asher Enterprises, Inc. on February 5, 2014 in the State of New York. Pursuant to the Settlement Agreement, the Company is obligated to issue to Asher Enterprises a total of 45,000,000 shares of common stock of the Company. 39,000,000 shares were issued on May 5, 2014. Remaining 6,000,000 shares shall be issued no later than August 1, 2014, in full satisfaction of all liabilities due to Asher Enterprises, Inc. Upon the issuance of the shares and compliance with the Settlement Agreement, Asher Enterprises shall file a dismissal of the litigation proceeding.

 

Item 3.02 Unregistered Sales of Equity Securities

 

Information regarding unregistered sales not included in previous reports:

                Exemption    
                from   Terms of
Date               regulation   conversion
Sold   Amount   Securities Sold   Consideration   claimed   or exercise
03/10/14   40,000,000   Common Stock   Debt Conversion - $  8,000    Reg. D   None
05/05/14   39,000,000   Common Stock   Debt Conversion - $38,305    Reg. D   None

 

Item 9.01 Financial Statements and Exhibits

 

99.1 Press Release

 

 

 

 

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.

 

 

Firemans Contractors, Inc.

 

Dated: May 8, 2014

       
  By:   /s/ Renee Gilmore  
    Renee Gilmore  
    Principal Executive Officer  
    (Principal Executive Officer)  
       
  By:   /s/ Nikolay Frolov  
    Nikolay Frolov  
    Chief Financial Officer  
    (Principal Financial and Accounting Officer)  

 

Firemans Contractors

 

 

Firemans Contractors Reaches Settlement Agreement with Asher Enterprises Inc. Resolving All Outstanding Issues

 

Firemans Contractors (OTCQB: FRCN) is pleased to announce that the Company has reached a settlement agreement with Asher Enterprises Inc. that resolves all outstanding issues. The agreement, finalized and completed on May 5 th , 2014, releases Firemans Contractors from all allegations raised in the legal proceeding filed by Asher Enterprises, Inc. on February 5, 2014.

 

Asher Enterprises Inc. originated the legal action against Firemans Contractors, its Officers and Directors, making several allegations regarding disputed issues. The Company formally denied liability and retained Sumner, Schick, Pace, LLP as its legal counsel. The parties were able to quickly and favorably settle the dispute.

 

Renee Gilmore, CEO, stated, “We are pleased to have reached a settlement with Asher Enterprises.”

 

About Firemans Contractors:

 

Firemans Contractors, Inc. (FRCN) is a Franchisor and full-service General Contractor providing professional services for commercial and government clients, focused on developing Business to Business Franchise Opportunities throughout the United States. Its services include Road Improvements, Pavement Maintenance, Seal Coating, Parking Lot Striping, Pavement Marking, Asphalt Maintenance and Repair, and ADA Compliance. Firemans Contractors brings a professional value system delivering outstanding results through honorable customer relationships and repeat business. Local firefighters are supported by a portion of profits which are donated to local Firefighter Associations. Firemans Contractors is a proud member of the Franchise Association (IFA) and The Veteran Transition Franchise Initiative (VetFran). As a member, Firemans Contractors is expanding through franchise development, aimed to assist the Company in expanding its market share. As a franchisor, the Company will provide franchisees with training and support, including the proprietary Firebase™ software platform, which is included along with other business tools and training for new franchisees of Firemans Contractors.

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of

 
 

1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. Additional information respecting the factors that could materially affect the Company and its operations are contained in its annual report on Form 10K and Form 10-Q as filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement.

 

Social Media:

 

For multimedia features such as exclusive content, photo postings, status updates and videos, please visit our Facebook page at:

http://www.facebook.com/FiremansContractors

 

For news, photos, events and tweets, please visit our Twitter page at:

http://twitter.com/firemansco

 

Contact:

 

Renee Gilmore

CEO/Chairwoman

800-475-1479

 

John Pentony

Investor Relations

Telephone: 972-292-8930

Email: frcn@superiorir.com

 

Firemans Contracts on the Web:

 

http://www.FiremansContractors.com