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A1 Group, Inc. Form 8-K: Current report

A1 Group, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2015-04-15: Form 8-K; Period of report 2015-03-08; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2015-03-13: Form 8-K; Period of report 2015-01-16; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2015-01-16: Form 8-K/A; Period of report 2014-06-23; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
  • 2015-01-15: Form 8-K/A; Period of report 2014-06-23; Description 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 5.03.
FiledFormPeriod of reportDescriptionDetailsDocument
2015-04-158-K2015-03-081.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a1group_8k.htm
2015-03-138-K2015-01-161.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.a1group_8k.htm
2015-01-168-K/A2014-06-235.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On June 23, 2014, a majority of the corporations shareholders voted for the corporation to amend its Articles of Incorporation changing the name of the corporation to A1 Group, Inc. The below shareholders voted in favor of such amendment.a1group_8ka-062314.htm
2015-01-158-K/A2014-06-235.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On June 23, 2014, a majority of the corporations shareholders voted for the corporation to amend its Articles of Incorporation changing the name of the corporation to A-1 Group, Inc. The below shareholders voted in favor of such amendment.a1group_8ka-062314.htm
2015-01-138-K/A2014-06-235.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On June 23, 2014, a majority of the corporations shareholders voted for the corporation to amend its Articles of Incorporation changing the name of the corporation to A-1 Group, Inc. The below shareholders voted in favor of such amendment.freebutton_8ka-062314.htm
2014-11-208-K2014-06-235.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On June 23, 2014, a majority of the corporations shareholders voted for the corporation to amend its Articles of Incorporation changing the name of the corporation to A-1 Group, Inc. The below shareholders voted in favor of such amendment.freebutton_8k.htm
2014-08-228-K2014-08-141.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 As previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 27, 2014, we entered into a stock exchange agreement (the “Exchange Agreement”) on May 23, 2014 with A1 Vapors, Inc., a Florida corporation.
3.02 Pursuant to the Exchange Agreement, on August 14, 2014, we issued 21,000,000 shares of our Common Stock to A1 Vapors Shareholders, in exchange for 100% of the outstanding shares of A1 Vapors.
4.01 FreeButton’s recently solicited proposals from several accounting firms to serve as our registered independent accounting firm for the year ending December 31, 2014.
5.01 The information regarding the Company's change of control in connection with the Acquisition set forth in Item 2.01, "Completion of Acquisition or Disposition of Assets -- Securities Exchange and Acquisition Agreement between FreeButton Inc. and A1 Vapors, Inc." is incorporated herein by reference.
5.02 After the Closing of the Exchange, the Company accepted the resignation of James Lynch and Dallas Steinberger, its former directors, and the below-listed individuals were elected to serve on the Company’s Board of Directors.
freebutton_8k-081414.htm
2014-08-128-K2014-08-128.01 Other Events8.01 On June 25, 2014, the Registrant filed an information statement pursuant to the requirements of Section 14(f) of the Securities Exchange Act of 1934, as Amended (the “Exchange Act”) and Rule 14(f)-1 promulgated thereunder in connection with the pending acquisition by the Registrant of substantially all of the shares of A1 Vapors, Inc. (“A1 Vapors”) in exchange for the issuance to A1 Vapors of 21,000,000 shares of the Registrant’s Common Stock (the “Transaction”).freebutton_8k-081214.htm
2014-08-068-K/A2014-06-094.01 Changes in Registrant's Certifying Accountant4.01 The Registrant’s Board of Directors recently solicited proposals from several accounting firms to serve as our registered independent accounting firm for the year ending December 31, 2014.freebutton_8ka.htm
2014-07-228-K/A2014-06-094.01 Changes in Registrant's Certifying Accountant4.01 The Registrant’s Board of Directors recently solicited proposals from several accounting firms to serve as our registered independent accounting firm for the year ending December 31, 2014.freebutton_8ka2.htm
2014-06-258-K/A2014-06-094.01 Changes in Registrant's Certifying Accountant4.01 The Registrant’s Board of Directors recently solicited proposals from several accounting firms to serve as our registered independent accounting firm for the year ending December 31, 2014.freebutton_8ka.htm
2014-06-168-K2014-06-094.01 Changes in Registrant's Certifying Accountant4.01 The Registrant’s Board of Directors recently solicited proposals from several accounting firms to serve as our registered independent accounting firm for the year ending December 31, 2014.freebutton_8k.htm
2014-05-278-K2014-05-271.01 Entry into a Material Definitive Agreement1.01 On May 23, 2014, FreeButton, Inc. (“FreeButton”) entered into an exchange agreement (the “Exchange Agreement”) with A1 Vapors, Inc. (“A1 Vapors”), a Florida corporation.freebutton_8k.htm
2014-05-158-K2014-04-118.01 Other Events8.01 On April 11, 2014 FreeButton, Inc. (“FreeButton” or the “Corporation”) entered into a Letter of Intent to acquire A1 Vapors, Inc. (the “Acquisition”) a company formed and subsisting pursuant to the laws of the State of Florida (“A1 Vapors”).freebutton_8k-051414.htm
2014-03-288-K2013-11-142.01 Completion of Acquisition or Disposition of Assets2.01 As described in Item 1.01 above, on March 5, 2014, the Company sold, assigned and transferred the assets of Media Rhythm pursuant to the Agreement and the Note Cancellation.freebutton_8k-032714.htm
2014-02-048-K/A2013-07-119.01 Financial Statements and Exhibits9.01 (a) Financial Statements of Business Acquired.freebutton_8ka.htm
2013-11-218-K/A2013-11-143.02 Unregistered Sales of Equity Securities3.02 On October 8, 2013, the Board of Directors of FreeButton, Inc. (the “Company”) unanimously approved the terms of an offering whereby the Company intends to sell a minimum of $550,000, and up to $1.25 million, of its restricted common stock in a private placement to accredited investors at a price per share of $0.35 (the “Offering”).freebutton_8ka.htm
2013-11-208-K2013-11-143.02 Unregistered Sales of Equity Securities3.02 On October 8, 2013, the Board of Directors of FreeButton, Inc. (the “Company”) unanimously approved the terms of an offering whereby the Company intends to sell a minimum of $550,000, and up to $1.25 million, of its restricted common stock in a private placement to accredited investors at a price per share of $0.35 (the “Offering”).freebutton_8k.htm
2013-10-258-K2013-10-221.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
freebutton_8k.htm
2013-08-018-K2013-07-111.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 As described in Item 1.01 above, on July 11, 2013, we completed the acquisition of the Assets of Media Rhythm pursuant to the Acquisition Agreement and the Note.
2.03 As described in Item 1.01 above, we issued the Note to Media Rhythm in exchange for the Assets of Media Rhythm.
7.01 On July 11, 2013, we issued a press release announcing the entry into the Acquisition Agreement.
f8k071113_freebutton.htm
2013-02-288-K2013-02-255.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On February 25, 2013, the Board of Directors of FreeButton, Inc. (the “Registrant”) adopted a new equity incentive award plan, named the FreeButton, Inc. 2013 Equity Incentive Award Plan (the “2013 Plan”), which has been approved by a majority, or approximately 65% of the Registrant’s outstanding shareholders on February 25, 2013.f8k022513_freebutton.htm
2012-11-158-K2012-11-098.01 Other Events8.01 On November 9, Freebutton, Inc. (the “Company”) changed its telephone number to 760-487-7772.f8k110912_freebutton.htm
2012-10-058-K2012-09-065.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 On September 6, 2012, FreeButton, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “First Amendment”) to change its name from “Secure Window Blinds, Inc.” to “The Free Button, Inc.”.
8.01 On September 28, 2012, the Company received approval from the Financial Industry Regulatory Authority (“FINRA”) for its name change and forward split.
f8k090612_freebutton.htm
2012-08-038-K2012-08-021.01 Entry into a Material Definitive Agreement; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.01 The information contained in Item 1.01 of this Report is incorporated herein by reference in its entirety in response to this Item 5.01.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.
f8k080212_securewin.htm