Freedom Holdings, Inc. (Form: 8-K, Received: 12/29/2021 08:15:56)

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

December 28, 2021

Date of Report (Date of earliest event reported)

000-52952

Commission File Number

FREEDOM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Maryland		56-2560951
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6461 N 100 E, Ossian, Indiana		46777
(Address of principal executive offices)		(Zip Code)

(260) 490-9990
(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange on which
registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

On December 28, 2021, Freedom Holdings, Inc. (the “Company” or “FHLD”) entered into a Binding Letter of Intent in which the Company shall acquire equity interests consisting of an aggregate of 10,000 shares of common stock of Carbon Zero Asset Management, Inc. (COzero), representing 100% of the issued and outstanding securities of (the “Acquisition”).

Upon the consummation of the Acquisition, COzero will become a wholly owned subsidiary of FHLD subject to adjustment based on FHLD’s due diligence review, any third-party valuation reports of the Company that COzero agrees to provide with any adjustment to terms to be set forth in the Definitive Agreement (the “Purchase Price”), with the intent to operate the Company as a wholly owned subsidiary of FHLD.

The Purchase Price shall be paid as follows:

1.	subject to adjustment, 311,672,730 shares of common stock of FHLD, par value $0.0001 (the “Shares”) shall be issued to COzero shareholders.

The closing shall occur on or before February 15, 2022, unless mutually extended with the following conditions:

1.	FHLD having consummated financing in the minimum amount of Five Hundred Thousand Dollars and up to a maximum of Ten Million Dollars contemporaneous with the Closing.
2.	FHLD shall have an aggregate of 17,000,000 shares of FHLD Common stock issued and outstanding upon the conversion of all classes of preferred shares.
3.	FHLD shall appoint 1 member to the Board of Directors
4.	COzero shall appoint 3 members to the Board of Directors
5.	FHLD and COzero shall mutually appoint 1 independent member to the Board of Directors
6.	COzero shall supply audited financial statements for periods ending December 31, 2019, 2020 and 2021

Item 3.03 Material Modification of Rights of Security Holders (applicable?)

1.	The Articles of Incorporation certificates of designations for all class of preferred shares have been amended as follows:

C. CERTIFICATE OF DESIGNATION, SERIES A PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series A Preferred Stock”. It shall have 80 shares authorized at $2.00 par value per share.

2. CONVERSION RIGHTS.

a. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock which equals four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of conversion. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation.

b. Each individual share of Series A Preferred Stock shall be convertible into the number of shares of Common Stock equal to 78,482

1.	ISSUANCE. Shares of Series A Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, employees or consultants, or as directed by a majority vote of the Board of Directors.

2. VOTING RIGHTS.

a. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of voting.

b. Each individual share of Series A Preferred Stock shall have the voting rights equal to:

[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + all shares of Series B and Series C Preferred Stocks issued and outstanding at time of voting}]

divided by:

[the number of shares of Series A Preferred Stock issued and outstanding at the time of voting]

D. CERTIFICATE OF DESIGNATIONS, SERIES B PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series B Preferred Stock”. It shall have 250,000 shares authorized at $2.00 par value per share.

2. DIVIDENDS. The holders of Series B Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $5.00 per share or, in the event of an aggregate subscription by a single subscriber for Series B Preferred Stock in excess of $100,000, $5.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.

4. CONVERSION

(a) Each share of Series B Preferred Stock shall be convertible, at any time, and/or from time to time, into five common shares of the Corporation’s Common Stock, par value $2.00 per share

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder’s conversion of Series B Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series B Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.

All shares of Common Stock delivered upon conversion of the Series B Preferred Shares as provided herein shall be duly and validly issued and fully paid and non-assessable. Effective as of the Conversion Date, such converted Series B Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.

(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series B Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series B submitting such conversion notice.

5. VOTING RIGHTS. Each share of Series B Preferred Stock shall have five votes for any election or other vote placed before the shareholders of the Corporation.

6. PRICE.

(a) The initial price of each share of Series B Preferred Stock shall be $10.00.

(b) The price of each share of Series B Preferred Stock may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board, or through a resolution passed at an Action Without Meeting of the unanimous Board, until such time as a listed secondary and/or listed public market develops for the shares.

7. LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Series B Preferred Stock may not be converted into shares of Common Stock for a period of; a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

E. CERTIFICATE OF DESIGNATIONS, SERIES C PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series C Preferred Stock”. It shall have 150,000 shares authorized at $2.00par value per share.

2. DIVIDENDS. The holders of Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series C Preferred Stock, the holders of the Series C Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $5.00 per share or, in the event of an aggregate subscription by a single subscriber for Series C Preferred Stock in excess of $100,000, $5.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series C Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series C Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.

4. CONVERSION

(a) Each share of Series C Preferred Stock shall be convertible, at any time, and/or from time to time, into 1.50 common shares of the Corporation’s Common Stock, par value $2.00per share.

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder’s conversion of Series C Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series C Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.

All shares of Common Stock delivered upon conversion of the Series C Preferred Shares as provided herein shall be duly and validly issued and fully paid and non-assessable. Effective as of the Conversion Date, such converted Series C Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.

(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series C Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series C submitting such conversion notice.

5. VOTING RIGHTS. Each share of Series C Preferred Stock shall have 1.51 votes for any election or other vote placed before the shareholders of the Corporation.

6. PRICE.

(a) The initial price of each share of Series C Preferred Stock shall be $10.00.

(b) The price of each share of Series C Preferred Stock may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board, or through a resolution passed at an Action Without Meeting of the unanimous Board, until such time as a listed secondary and/or listed public market develops for the shares.

7. LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Series C Preferred Stock may not be converted into shares of Common Stock for a period of; a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

F. CERTIFICATE OF DESIGNATIONS, SERIES D PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series D Preferred Stock”. It shall have 500,000 shares authorized at $2.00par value per share.

2. DIVIDENDS. The holders of Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series D Preferred Stock, the holders of the Series D Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $10.00 per share or, in the event of an aggregate subscription by a single subscriber for Series D Preferred Stock in excess of $100,000, $5.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series D Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series D Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.

4. CONVERSION

(a) Each share of Series D Preferred Stock shall be convertible, at any time, and/or from time to time, into one common shares of the Corporation’s Common Stock, par value $2.00 per share.

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder’s conversion of Series D Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series D Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.

All shares of Common Stock delivered upon conversion of the Series D Preferred Shares as provided herein shall be duly and validly issued and fully paid and non-assessable. Effective as of the Conversion Date, such converted Series D Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.

(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder of shares of Series D Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series D submitting such conversion notice.

5. VOTING RIGHTS. Each share of Series D Preferred Stock shall NOT have voting rights for any election or other vote placed before the shareholders of the Corporation.

6. PRICE.

(a) The initial price of each share of Series D Preferred Stock shall be $10.00.

(b) The price of each share of Series D Preferred Stock may be changed either through a majority vote of the Board of Directors through a resolution at a meeting of the Board, or through a resolution passed at an Action Without Meeting of the unanimous Board, until such time as a listed secondary and/or listed public market develops for the shares.

7. LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Series D Preferred Stock may not be converted into shares of Common Stock for a period of; a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

(G) Provisions, if any, governing the restriction on the transferability of any of the shares of stock of the corporation may be set forth in the Bylaws of the corporation or in any agreement or agreements duly entered into.

(H) To the extent permitted by Section 2-104(b)(5) of the Maryland General Corporation Law, notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion than a majority of the votes entitled to be cast in order to take or authorize any action, any such action may be taken or authorized upon the concurrence of at least a majority of the aggregate number of votes entitled to be cast thereon.

1. No holder of any of the shares of any class of the corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights, to subscribe for, purchase, or otherwise acquire shares of any class of the corporation; and any and all of such shares, bonds, securities, or obligations of the corporation, whether nor or hereafter authorized or created, may be issued, or may be reissued or transferred if the same have been reacquired and have treasury status, and any and all of such rights and options may be granted by the Board of Directors to such persons, firms, corporations, and associations and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.

3. The amendment was approved by the required vote of the shareholders in accordance with Section 2-506 of the Maryland General Corporation Law.

Item 8.01. Other Events

On December 29, 2021, we issued the press release attached hereto as Exhibit 99.1 titled “Freedom Holdings, Inc. (FHLD) Signs Binding Letter of Intent to Acquire Blockchain-Based Asset Management Company”.

The information in this Current Report on Form 8-K with respect to Item 8.01 (including the Press Release attached hereto as Exhibit 99.1 hereto) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Press Release attached hereto as Exhibit 99.1 hereto).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.		Description
1.01		Binding Letter of Intent dated 12-28-2021
3.03		Amendment-Articles of Incorporation Certificate of Designation Amendment
99.1		Press Release dated 12-29-2021
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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.

Dated: December 29, 2021	By:	/s/ Brian Kistler
		Brian Kistler
		Chief Executive Officer

Exhibit 1.01

FREEDOM HOLDINGS, INC.

Freedom Holdings, Inc., a Maryland corporation

6461 N 100E, Ossian IN, 46777

December 28, 2021

Mr. Andrew Howard, CEO

Carbon Zero Asset Management, Inc.

One Stamford Plaza Downtown,

9th Floor, Stamford, CT 06901

Re: Binding term Sheet

RE: Binding Term Sheet regarding Freedom Holdings, Inc.’s acquisition of Carbon Zero Asset Management, Inc.

Dear Andrew,

This Binding Term Sheet (“Binding Term Sheet”) memorializes the principal terms upon which Freedom Holdings, Inc., (the “Buyer”) agrees to acquire 100% of the issued and outstanding shares of Carbon Zero Asset Management, Inc., (the “Company, Seller, or COZERO”), as described below (the “Acquisition”).

At the closing of the Transaction (the “Closing”), and on the terms and subject to all the conditions of this Binding Term Sheet, Seller shall become a wholly-owned subsidiary of Buyer and all of the Sellers equity held by the Seller’s shareholders shall be converted into the right to receive 311,672,730 newly-issued shares (the “New Shares”) of Buyer common stock, par value $0.0001 par value per share (the “Buyer Common Stock”), to be issued to the Seller’s shareholders in accordance with their pro rata ownership of Seller free and clear of all Liens.

Upon execution of this Binding Term Sheet, the Parties shall work in good faith to complete the Acquisition, including by meeting the following interim goals:

(1) the Company shall promptly make its information and personnel available for Buyer’s due diligence review.

(2) Buyer shall promptly after the date hereof prepare and deliver a draft agreement and plan of merger and reorganization and other draft transaction documents (including draft employment agreements for Key Personnel (as defined below), which the Parties shall seek to negotiate into the final form of definitive purchase agreement for the Acquisition (the “Definitive Agreement”) and the final forms of the other transaction documents, prior to December 30, 2021.

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Initials _________ _________

(3) the Parties shall seek approval for the Acquisition, based on the Definitive Agreement and the final forms of the other transaction documents, from their respective boards or other governing bodies or persons, no later than December 30, 2021.

(4) Buyer and the Company shall execute the Definitive Agreement, no later than December 30, 2021.

(5) subject to the satisfaction of the closing conditions in the definitive documentation, the Parties shall close the Acquisition.

Proposed Principal Terms of Acquisition

Buyer

Freedom Holdings, Inc., a Maryland corporation (“Buyer” or “FHLD”).

Company

Carbon Zero Asset Management, Inc.., a corporation, (“COZERO or the Company”).

Acquisition

Buyer shall acquire all of the issued and outstanding common stock of the Company equal to 10,000 shares of common stock of Seller, representing up to 100% of the issued and outstanding securities of Seller (the “Acquisition”).

Upon the consummation of the Acquisition, Seller will become a wholly owned subsidiary of Buyer to be set forth in the Definitive Agreement (the “Purchase Price”), with the intent to operate the Company as a wholly owned subsidiary of Buyer.

(i) Seller’s accountants will confirm that the Acquisition will not result in a shareholders’ deficit; (ii) Buyer having consummated financing in the amount Five Hundred Thousand Dollars ($500.000) contemporaneous with the Closing.

Upon the Closing, 100% of the equity capital and voting securities of the Company shall be owned by Buyer free and clear of any and all liens or debt.

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Initials _________ _________

Immediately following the acquisition and excluding the New Shares, the Buyer shall take such steps to have a solely aggregate of 17,000,000 shares of Buyer Common Stock issued and outstanding, held by the shareholders of Buyer immediately prior to the Closing, upon the conversion of all classes of preferred shares and no other class of equity or securities convertible into equity.

The parties acknowledge that the Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws and will be subject to significant restrictions on transfer. Buyer acknowledges and agrees that it and the beneficial owners of the Shares will have no right to sell, assign, pledge, hypothecate, distribute (as a dividend or otherwise), transfer or otherwise dispose of or encumber the Shares (except by will or by the laws of descent and distribution), unless Buyer shall first have been provided with an opinion of counsel satisfactory to Buyer that such sale is exempt from such registration under the Securities Act and any applicable federal and state securities laws. The Shares will be subject for a six (6) months lock-up period starting on the effective date of the definitive agreement.

Upon the Closing, (a) Brian Kistler and William Robinson shall be appointed to the advisory board on a two-year agreement under terms to be agreed to, (b) Andrew Howard and Steve Lowe shall be appointed to the board on a five-year agreement and (c) the Buyer will be permitted to retain Brian Kistler as a board member on a two year agreement; under terms to be agreed to of a Five-person Board of Directors (the “Board”), Each shall nominate its choices for re-election to the Board to be voted on by shareholders at each annual shareholder meeting. The board members chosen by will be compensated according to the policies set forth by the Buyer and is to be paid compensation as a director. The obligation of the COzero Inc.’s’ shareholders to transfer all the COzero Inc. Shares to FHLD in order to close the merger will be subject to the following conditions:

A. COZERO completing the due diligence inquiries regarding FHLD to its satisfaction.

B. FHLD obtaining all necessary shareholder approvals and all regulatory approvals (including for the purposes of compliance with the requirements of the OTC Listing Rules) required for the transactions contemplated by this Binding Term Sheet and the definitive agreement.

C. FHLD shall not to issue or enter into any other arrangements or agree to issue any shares or dilute the existing capital structure of the company as herein attached as Exhibit 1 from the date of this Binding Term Sheet and until the completion of the Transaction or the termination thereof of this Binding Term Sheet or any subsequent definitive agreement entered into by the parties.

Good Faith Efforts

With respect to financial statements, Buyer is current in all of its filings and the Seller has engaged outside auditors BF Borgers, CPA, to audit and review the Company’s financial statements in compliance with PCAOB standards, including all opinion letters and other documents as shall be necessary to allow the Company to be acquired by Buyer pursuant to all applicable SEC and other rules and regulations and to allow Buyer to timely file all necessary securities filings with the SEC (collectively, the “Audit”). COZERO shall prepare financial forecasts for the company for the financial periods 2022 to 2026.

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Initials _________ _________

Exclusivity and Operations during the Exclusivity Period (Binding Term)

The Parties shall not disclose, without the written consent of the other, the existence or terms of this Binding Term Sheet or the proposed Acquisition to any third party, except and only to the extent such disclosure is necessary to facilitate the Acquisition, required by applicable law or requested by regulatory authority, for a period of one (1) year from the date of this Binding Term Sheet. Buyer shall be permitted to disclose this Binding Term Sheet and other information relating to Company, as necessary or appropriate in Buyer’s judgment in connection with Buyer’s raising capital and Buyer’s reporting requirements required by a Public Company or as otherwise necessary to comply with securities laws in the opinion of Buyer’s securities counsel. The Company may disclose this Binding Term Sheet to its Board, members, equity holders, noteholders, agents and advisors.

In consideration of the time and expense that Buyer is incurring to close the contemplated transactions (including paying certain Company transaction expenses whether or not the Acquisition closes as described below), the Company agrees that from the date hereof until January 15, 2022 (the “Exclusivity Period”), the Company and its Key Personnel, representatives, officers, employees, members, directors, agents, advisors, shareholders and affiliates (i) shall not initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposals, letters of intent, Binding Term Sheets, equity purchase agreements, asset sale agreements (other than the sale of assets in the ordinary, normal, customary course of business), or other similar contracts or “change of control” arrangements with any third party, or enter into any other agreement to purchase securities or provide debt to the Company that can convert into securities, or enter into any other contracts or arrangements (not including those that are entered into in the ordinary course of business) that may cause undue delay or a material change in the Company and (ii) shall operate the Company solely in the ordinary course thereof consistent with past practices

Confidentiality

The existence of this Binding Term Sheet and the contents hereof, as well as all mutually discussed, projections, forecasts, technology, processes, management, related entities, shareholders, members and other materials relating to any of the parties, or their subsidiaries and other affiliates shall all be treated as confidential information by the parties and shall not be disclosed or used by any party without the written consent of the other party. The parties shall cause their affiliates to observe the confidentiality provided for in this Binding Term Sheet. For the avoidance of doubt, the parties may disclose such information (a) to such party’s bankers and other financing sources, employees and professional advisors, in each case under a confidential relationship, in connection with the Acquisition, and (b) if required pursuant to any court order, investigation by a governmental or regulatory entity, and any applicable law or regulation (including applicable securities laws and regulations and rules promulgated thereunder), and if such disclosure is required, the party from whom such disclosure is sought will, if practicable, (i) request that the subject matter to be disclosed be kept confidential and not used for any purpose, (ii) to the extent permitted by law, give reasonable advance notice in writing to the other party that such disclosure has been required, (iii) to the extent permitted by law, make such disclosure as late as legally permissible (as determined by the party making such disclosure upon the advice of its counsel), and (iv) limit the information to be disclosed to that which is required to be disclosed.

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Initials _________ _________

Termination (Binding Term)

This Binding Term Sheet will automatically terminate and be of no further force and effect upon the earlier of: (i) the execution of the Definitive Agreement by the Parties, (ii) mutual agreement of the Parties, (iii) Buyer’s abandonment of its plans for an up listing, (iv) the occurrence of a material, uncured breach of the binding terms of this Binding Term Sheet, and (v) January 15, 2022.

Miscellaneous (Binding Terms)

This Binding Term Sheet supersedes and replaces in its entirety any oral or written agreement between the Company and Buyer relating to the subject matter hereof. No binding agreement providing for the Acquisition will be deemed to exist unless and until a Definitive Agreement between Buyer and the Company is executed and delivered, and unless and until a Definitive Agreement is executed and delivered, none of the Parties will have any legal obligation to any other party of any kind with respect to the Acquisition or otherwise; except that the terms herein in the sections entitled Due Diligence, Exclusivity and Operations during the Exclusivity Period, Confidentiality, Expense Reimbursement, Termination and Miscellaneous shall be legally binding upon the Parties.

If any of the foregoing binding terms of this Binding Term Sheet, as applied in any circumstance, shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Binding Term Sheet, the application of such provision in any other circumstance, or the validity or enforceability of the remaining binding terms of this Binding Term Sheet.

This Binding Term Sheet shall be governed by Maryland law, without reference to conflicts of law’s provisions thereof. This Binding Term Sheet will automatically terminate and be of no further force and effect upon the earlier of: (i) the execution of the Definitive Agreement by the Parties, (ii) mutual agreement of the Parties, (iii) Buyer’s abandonment of its plans for an IPO, (iv) the occurrence of a material, uncured breach of the binding terms of this Binding Term Sheet, and (v) December 28, 2021.

{[The Remainder of Page Intentionally Left Blank. Signature Page Follows}

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Initials _________ _________

We look forward to consummating this transaction as soon as possible. If the foregoing terms and conditions are acceptable, please sign below and return to us.

This agreement shall be declared effective on the date fully executed below.

	Sincerely,

	FREEDOM HOLDINGS, INC.

	Brian Kistler
	Director
	Date:

Acknowledged and agreed this 28^th day of December 2021 to be legally binding the on Company as set forth herein:

Carbon Zero Asset Management, Inc.

Andrew Howard,

Director

Date:

Page 6 of 6

Initials _________ _________

Exhibit 3.03

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

FREEDOM HOLDINGS, INC.

FREEDOM HOLDINGS, Inc., a Maryland Corporation certifies that:

1. Brian Kistler is the Chief Executive Officer of FREEDOM HOLDINGS, Inc, a Maryland corporation, and Brian Kistler is the Secretary.

2. The Board of Directors of FREEDOM HOLDINGS, Inc. has approved the following amendments to the Articles of Incorporation:

Article 6 of the Articles of Incorporation is amended to read as follows:

Capital Stock

A. COMMON STOCK: The aggregate number of shares of common stock (the “Common Stock”) authorized to be issued by this Corporation shall be Five Hundred Million (500,000,000), with a par value of $2.00per share. Each share of issued and outstanding Common Stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to the Common Stock, as well as in the net assets of the corporation upon liquidation or dissolution.

B. PREFERRED STOCK: The Corporation is authorized to issue One hundred million (100,000,000) shares of $2.00par value preferred stock (the “Preferred Stock”). The Board of Directors is expressly vested with the authority to divide any or all the Preferred Stock into series in addition to those set forth below and to fix and determine the relative rights and preferences of the shares of each series so established, provided, however, that the rights and preferences of various series may vary only with respect to:

(a)	the rate of dividend.
(b)	whether the shares may be called and, if so, the call price and the terms and conditions of call.
(c)	the amount payable upon the shares in the event of voluntary and involuntary liquidation.
(d)	sinking fund provisions, if any, for the call or redemption of the shares.
(e)	the terms and conditions, if any, on which the shares may be converted.
(f)	voting rights; and
(g)	whether the shares will be cumulative, noncumulative, or partially cumulative as to dividends and the dates from which any cumulative dividends are to accumulate.

The Board of Directors shall exercise the foregoing authority by adopting a resolution setting forth the designation of each series and the number of shares therein and fixing and determining the relative rights and preferences thereof. The Board of Directors may make any change in the designation, terms, limitations and relative rights or preferences of any series in the same manner, so long as no shares of such series are outstanding at such time.

Within the limits and restrictions, if any, stated in any resolution of the Board of Directors originally fixing the number of shares constituting any series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of such series. In case the number of shares of any series shall be so decreased, the share constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

C. CERTIFICATE OF DESIGNATION, SERIES A PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series A Preferred Stock”. It shall have 80 shares authorized at $2.00 par value per share.

2. CONVERSION RIGHTS.

b. Each individual share of Series A Preferred Stock shall be convertible into the number of shares of Common Stock equal to 78,482

3. ISSUANCE. Shares of Series A Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, employees or consultants, or as directed by a majority vote of the Board of Directors.

4. VOTING RIGHTS.

a. If at least one share of Series A Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series A Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of voting.

b. Each individual share of Series A Preferred Stock shall have the voting rights equal to:

[four times the sum of: {all shares of Common Stock issued and outstanding at time of voting + all shares of Series B and Series C Preferred Stocks issued and outstanding at time of voting}]

divided by:

[the number of shares of Series A Preferred Stock issued and outstanding at the time of voting]

D. CERTIFICATE OF DESIGNATIONS, SERIES B PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series B Preferred Stock”. It shall have 250,000 shares authorized at $2.00 par value per share.

2. DIVIDENDS. The holders of Series B Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

4. CONVERSION

(a) Each share of Series B Preferred Stock shall be convertible, at any time, and/or from time to time, into five common shares of the Corporation’s Common Stock, par value $2.00 per share

5. VOTING RIGHTS. Each share of Series B Preferred Stock shall have five votes for any election or other vote placed before the shareholders of the Corporation.

6. PRICE.

(a) The initial price of each share of Series B Preferred Stock shall be $10.00.

7. LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Series B Preferred Stock may not be converted into shares of Common Stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

E. CERTIFICATE OF DESIGNATIONS, SERIES C PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series C Preferred Stock”. It shall have 150,000 shares authorized at $2.00par value per share.

2. DIVIDENDS. The holders of Series C Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series C Preferred Stock, the holders of the Series C Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $5.00 per share or, in the event of an aggregate subscription by a single subscriber for Series C Preferred Stock in excess of $100,000, $5.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series C Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series C Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.

4. CONVERSION

(a) Each share of Series C Preferred Stock shall be convertible, at any time, and/or from time to time, into 1.50 common shares of the Corporation’s Common Stock, par value $2.00per share.

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder’s conversion of Series C Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series C Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.

5. VOTING RIGHTS. Each share of Series C Preferred Stock shall have 1.51 votes for any election or other vote placed before the shareholders of the Corporation.

6. PRICE.

(a) The initial price of each share of Series C Preferred Stock shall be $10.00.

7. LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Series C Preferred Stock may not be converted into shares of Common Stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

F. CERTIFICATE OF DESIGNATIONS, SERIES D PREFERRED STOCK

1. DESIGNATION. This class of stock of this Corporation shall be named and designated “Series D Preferred Stock”. It shall have 500,000 shares authorized at $2.00par value per share.

2. DIVIDENDS. The holders of Series D Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors, in its sole discretion.

3. LIQUIDATION RIGHTS. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series D Preferred Stock, the holders of the Series D Preferred Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $10.00 per share or, in the event of an aggregate subscription by a single subscriber for Series D Preferred Stock in excess of $100,000, $5.00 per share (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference Value”), plus all declared but unpaid dividends, for each share of Series D Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series D Preferred Stock as set forth herein, the remaining assets of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s Common Stock.

4. CONVERSION

(a) Each share of Series D Preferred Stock shall be convertible, at any time, and/or from time to time, into one common shares of the Corporation’s Common Stock, par value $2.00 per share.

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder’s conversion of Series D Preferred Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act, and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series D Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the certificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock of the Corporation on the date the Common Stock certificate(s) are so issued.

5. VOTING RIGHTS. Each share of Series D Preferred Stock shall NOT have voting rights for any election or other vote placed before the shareholders of the Corporation.

6. PRICE.

(a) The initial price of each share of Series D Preferred Stock shall be $10.00.

7. LOCK-UP RESTRICTIONS ON CONVERSION. Shares of Series D Preferred Stock may not be converted into shares of Common Stock for a period of: a) six (6) months after purchase, if the Company voluntarily or involuntarily files public reports pursuant to Section 12 or 15 of the Securities Exchange Act of 1934; or b) twelve (12) months if the Company does not file such public reports.

3. The amendment was approved by the required vote of the shareholders in accordance with Section 2-506 of the Maryland General Corporation Law. The total number of outstanding shares of each class entitled to vote on this amendment was: Fifteen Million.

The remainder of the Certificate of Amendment of the Articles of Incorporation dated June 27, 2011 remain in its entirety.

We declare under penalty of perjury that the statements set forth in this certificate are true and correct of our own knowledge and that this declaration was executed on November 10, 2021 at Ossian, Indiana.

/s/Brian Kistler		/s/Brian Kistler
Chief Executive Officer		Secretary
Sole Director

Exhibit 99.1

Freedom Holdings Signs Binding Letter of Intent to Acquire

Blockchain-Based Asset Management Company

Through acquisition, Company enters into the Ethereum-based Blockchain Technology

Allowing Fractional Ownership Of Carbon Credits

Ossian, IN, December 29, 2021, Freedom Holdings, Inc. (PINK: FHLD) (“FHLD” or the “Company”), today announced that it has signed a binding letter of intent (“Agreement”) to acquire Carbon Zero Asset Management, Inc. (COzero), a blockchain-based Asset Management Company. The acquisition shifts the Company’s business focus into building a Ethereum-based Blockchain platform, in a rapidly growing digital economy.

Under the terms of the agreement, FHLD will acquire 100% of the issued and outstanding shares of COzero in common stock for common stock exchange with COzero becoming a wholly owned subsidiary of FHLD.

Brian K. Kistler, CEO of FHLD, said, “We are pleased to achieve this significant milestone for the Company and our shareholders. I’m further excited to join forces with COzero Asset Management, Inc. ‘s management team, which has a proven history in building successful businesses in the Blockchain Technology. The new direction for the Company will create a digital economy powerhouse driven by proven technology, in the growing global environmentally friendly industry.”

The COzero is a brand-new and one-of-a-kind Ethereum-based token that allows any citizen throughout the world to join the battle against climate change. Blockchain technology will allow fractional ownership of carbon credits, making them available to the smallest polluter. This will allow companies and individuals that ability to offset their carbon footprint by paying business and landowners that capture or reduce CO2.

According to the OECD, fixing climate change will require more than US$100 trillion between now and 2030. The Paris Agreement has opened up $23 trillion in climate-smart investment opportunities.

ABOUT CARBON ZERO ASSET MANAGEMENT, INC.:

Stamford Connecticut-based Carbon Zero Asset Management, Inc. intends to complete strategic M&A transactions to complement and enhance organic growth and has several potential M&A candidates in its pipeline. Through the roll-up of companies engaged in various aspects of Asset Based Block-Chain Tokens, COzero Asset Management, Inc. intends to develop a suite of asset-based products. For further information, see www.cozero.cc

ABOUT FREEDOM HOLDINGS, INC.

Freedom Holdings, Inc. is a holding company focusing on identifying developing opportunities. The Company’s objective is to acquire undervalued assets and initiate operations in underserved niches. Once established within the FHLD portfolio, the Holding Company will provide the support necessary to maximize its subsidiaries’ business opportunities.

FORWARD-LOOKING STATEMENT

This press release contains certain “forward-looking” statements, as defined in the United States Private Securities Litigation Reform Act of 1995, involving many risks and uncertainties. Statements, which are not historical facts, are forward-looking statements. Factors such as the development of general economic conditions, future market conditions, unusual catastrophic loss events, changes in the capital markets, and other circumstances may cause the actual events or results to be materially different from those anticipated by such statements. The Company does not make any representation or warranty, express or implied, regarding the accuracy, completeness, or updated status of such forward-looking statements or information provided by the third-party. Therefore, in no case whatsoever will Company and its affiliate companies be liable to anyone for any decision made or action taken in conjunction with the information and statements in this press release or any related damages.

Company Contact

Brian Kistler-CEO

Freedom Holdings, Inc.

Bkistler1956@gmail.com

Media Relations Contact

Jessica Starman
888-461-2233
jessica@elev8newmedia.com