UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
Amendment No. 1

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 27, 2015
 
 
STEAMPUNK WIZARDS, INC.
(Exact name of registrant as specified in its charter)

Nevada
  
333-184061
  
45-5440446
(State or other jurisdiction of incorporation or organization)
  
(Commission File Number)
  
(IRS Employer Identification No.)
         
11620 Wilshire Blvd
Office 43, Suite 900
West Wilshire Center
West Los Angeles, CA
      
90025
Address of principal executive offices)
      
(Zip Code)

Registrant’s telephone number, including area code: 310.582.5939

 
(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:

[X]  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))
 

 
 
 

Section 1 – Registrant's Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

As disclosed in the Current Report on Form 8-K that we filed on July 16, 20151 (the “Initial 8K”), we entered into a definitive share exchange agreement (the “Share Exchange Agreement”) with Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (“Steampunk”), Anton Lin, an individual, and the current sole officer and director of the Company (“Lin”) being the owner of record of 11,451,541 common shares of the Company and the persons listed in Exhibit A thereof (the “Shareholders”), being the owners of record of 100% of the issued share capital of Steampunk (the “Steampunk Stock”). Pursuant to the Share Exchange Agreement, we shall receive all of the Steampunk Stock and the Shareholders shall collectively receive 55% of our issued and outstanding common stock immediately after the Closing.  As a result of the exchange of the Steampunk Stock for 55% of our stock (the “Share Exchange”), Steampunk will become our wholly owned subsidiary and there will be a change of control of the Company following the closing.

As further disclosed in the Initial 8K, the closing was subject to the satisfaction or waiver of several closing conditions and was expected to occur on or before July 24, 2015.  The Share Exchange Agreement also provides that the parties may extend the closing date.

Following the closing, we are required to file another Current Report on Form 8-K disclosing same (the “Closing 8K”); the Closing 8K must include certain financial information about Steampunk (the “Steampunk Financials”).  Accordingly, the Steampunk Financials are a condition to close.  The public company accounting oversight board (“PCAOB”) audit of the Steampunk Financials is taking longer than originally expected and therefore, Steampunk and Freedom agreed to extend the closing; the parties are circulating an amendment to the Share Exchange Agreement to extend the closing date to August 7, 2015, provided however that the officers of Steampunk and Freedom may further extend the closing until August 21, 2015 if additional time is needed to complete the required audit and the parties maintain the right to extend the closing for any reason upon mutual written agreement.  The parties are working together to supply the information needed to complete the audit and close as soon as possible.

A form of the Amendment is attached hereto as Exhibit 10.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.
  
Description
     
10.1
  
Form of Amendment No. 1 to the Share Exchange Agreement


 
     
 
1 There is a typo in the Initial 8K – the Share Exchange Agreement was entered into and dated July 15, 2015, not July 14, 2015 as stated in the body of the Initial 8K.
 

 
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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.

Dated: July 27, 2015
Steampunk Wizards, Inc.
     
     
 
By:
 /s/ Anton Lin
   
Anton Lin, CEO



 
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Exhibit 10.1
 
AMENDMENT No. 1 TO
SHARE EXCHANGEAGREEMENT

This AMENDMENT, dated as of July [  ], 2015 (the “Amendment”), by and among Steampunk Wizards, Inc., formerly known as Freedom Petroleum Inc., a Nevada corporation (the “Acquiror Company” or “Freedom”), Steampunk Wizards Ltd., a company incorporated pursuant to the laws of Malta (the “Acquiree Company” or “Steampunk”), Anton Lin, an individual (“Lin”) being the owner of record of 11,451,541 common shares of Freedom and the persons listed in Exhibit A thereof, being the owners of record of all of the issued share capital of Steampunk (the “Shareholders”), amends the Share Exchange Agreement dated as of July 15, 2015, by and among Freedom, the Acquiree Company, Lin and the Shareholders (the "Agreement"). All capitalized terms not herein defined shall have the meaning ascribed to them in the Agreement.

W I T N E S S E T H

WHEREAS, the Agreement states that Freedom or the Acquiree Company may terminate the Agreement if the entire Transaction is not closed by 5:00 p.m. (Eastern Time) on July 24, 2015, unless the parties agree to extend such date in writing; and

WHEREAS, although the Acquiree Company submitted the Required Financial Statement, they are not audited under public company accounting oversight board (“PCAOB”) standards, as the Securities and Exchange Commission requires;

WHEREAS, the parties do not want to terminate the Agreement;
 
WHEREAS, the parties recognize that Freedom’s auditor needs time to prepare the PCAOB audit of the Required Financial Statements (the “PCAOB Audit”) and therefore agree to extend the Closing Date to complete the PCAOB Audit and close the Share Exchange contemplated by the Agreement.
 
NOW, THEREFORE, the parties hereto, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree to amend the Agreement as follows:

1.    
Amendment to Section 12(a)(iv) of the Agreement:  Section 12(a)(iv) of the Agreement is hereby deleted in its entirety and replaced with the following:
 
“Freedom or Steampunk, if the entire Transaction, is not closed by 5:00 p.m. (Eastern Time) on or before August 7, 2015, provided however that the Closing may be extended if additional time is needed to complete the PCAOB Audit, but in no case shall the Closing be held after August 21, 2015; provided however, that the parties maintain the right to extend the Closing for any reason upon mutual written agreement of Freedom and Steampunk.”

2.    
Notwithstanding anything contained in the Agreement to the contrary, the signatories of this Amendment also agree that if the Closing needs to be extended past the specific dates set forth in paragraph 1 above, only the appropriate officers of each of Freedom and Steampunk need enter into a written agreement to do so – no additional signatures or consent will be required.

3.    
Following the effective date of this Amendment, the Agreement shall be so amended to reflect the changes referenced and contemplated in paragraph 1 and 2 above.
 
 
 
1
 

 
4.    
Each of the parties agree that notwithstanding this Amendment, they want to proceed with the transaction(s) contemplated by the Agreement and endeavor to take all steps necessary to effect the Closing as soon as possible in accordance herewith.

5.    
Except as expressly amended by this Amendment, the provisions of the Agreement shall remain in full force and effect.

6.    
By signing this Amendment, each such party agrees that it received acceptable service of same, notwithstanding any deviation from the specific notice provisions set forth in Section 16 (Notices) of the Agreement.

7.    
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.  This Amendment shall become effective upon the execution of the last dated counterpart hereof from all of the parties hereto.  Delivery of an executed counterpart of a signature page to this Agreement, any amendments, waivers, consents or supplements, by facsimile or other electronic transmission (including a .pdf copy sent by e-mail) shall be deemed to constitute an original and fully effective signature of such party.

 
 

 
SIGNATURE PAGE FOLLOWS
 

 
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IN WITNESS WHEREOF, the parties duly executed this Amendment on the date set forth below.
 

STEAMPUNK WIZARDS, INC.
  
   
   
By:
  
Anton Lin,
  
CEO
  
Date:
  
   
ANTON LIN
  
   
 
  
in his personal capacity
  
Date:
  
   
STEAMPUNK WIZARDS, LTD.
  
   
   
By:
  
Brendon Grunewald,
  
CEO
  
Date:
  
   
SHAREHOLDER:
  
   
IF AN INDIVIDUAL:
  
   
 
  
Signature
  
Print Name:
 
Date:
  
   
IF AN ENTITY:
  
   
NAME OF ENTITY:
  
[                                       ]
  
   
   
By:
  
Name:
  
Title:
  
Date:
  

 

 
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