THIS INFORMATION STATEMENT IS BEING PROVIDED
TO
YOU BY THE BOARD OF DIRECTORS OF STAKOOL, INC.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Stakool, Inc.
1111 Alderman Drive, Suite 210
Alpharetta, Georgia
(770) 521-9826
INFORMATION STATEMENT
October 15, 2013
NOTICE OF STOCKHOLDER ACTION BY WRITTEN
CONSENT
GENERAL INFORMATION
To the Holders of Common Stock of Stakool,
Inc.:
This Information Statement has been filed
with the Securities and Exchange Commission and is being furnished, pursuant to Section 14C of the Securities Exchange Act of
1934, as amended (the “
Exchange Act
”), to the holders (the “
Stockholders
”) of common stock,
par value $0.00001 per share (the “
Common Stock
”), of Stakool, Inc., a Nevada corporation (the “
Company
”),
to notify the Stockholders that on September 26, 2013, the Company received a unanimous written consent in lieu of a meeting of
the holders of Series B Preferred Stock, no par value per share (the “
Series B Preferred
”). Each share of Series
B Preferred has the equivalent of approximately 138,830,404 votes of Common Stock (based upon the outstanding number of shares
of Common Stock issued at the time hereof). Currently, there are two holders of Series B Preferred (the “
Series B Stockholders
”
or the “
Majority Stockholders
”), each holding one (1) share of Series B Preferred, resulting in the Series
B Stockholders together holding in the aggregate approximately 80% of the total voting power of all issued and outstanding voting
capital of the Company. The Series B Stockholders authorized the following:
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To
change
the
name
of
the
Company
from
Stakool,
Inc.,
ticker
symbol
STKO
to
Fresh
Promise
Foods,
Inc.;
and
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●
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To
reduce
the
number
of
authorized
shares
of
Common
Stock
from
four
billion
(4,000,000,000)
to
four
hundred
seventy
five
million
(475,000,000)
(the
“
Authorized
Share
Decrease
”).
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On September 26, 2013, the Board of Directors
of the Company (the “Board”) approved the Name Change and Authorized Share Decrease and recommended to the Majority
Stockholders that they approve the Name Change and Authorized Share Decrease. On September 26, 2013, the Majority Stockholders
approved the Name Change and Authorized Share Decrease by written consent in lieu of a meeting, in accordance with Nevada law.
Accordingly, your consent is not required and is not being solicited in connection with the approval of the Name Change and Authorized
Share Decrease.
We will mail the Notice of Stockholder Action
by Written Consent to the Stockholders on or about October 15, 2013.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND A PROXY.
The Board believes that the Stockholders of
the Company will benefit from the Name Change because it will more accurately reflect and represent to the public the business
of the Company.
The Board believes the Authorized Share Decrease
is necessary and advisable in order to maintain the Company’s financing and capital raising ability and to generally maintain
our flexibility in today’s competitive and rapidly changing environment. Accordingly, it is the Board’s opinion that
the Authorized Share Decrease would better position the Company to attract potential business candidates and provide the stockholders
a greater potential return.
INTRODUCTION
Nevada law provides that the written consent
of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve
an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. Nevada
law, however, requires that in the event an action is approved by written consent, a company must provide prompt notice of the
taking of any corporate action without a meeting to the stockholders of record who have not consented in writing to such action
and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such
meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to
a company.
In accordance with the foregoing, we will
mail the Notice of Stockholder Action by Written Consent on or about October 15, 2013.
This Information Statement contains a brief
summary of the material aspects of the Name Change and Authorized Share Decrease approved by the Board of Stakool, Inc., (the
“
Company
,” “
we
,” “
our
,” or “
us
”) and the holders of
Series B Preferred Stock (the “
Series B Preferred
”), which constitute approximately 80% of the voting capital
stock of the Company.
Series B Preferred
By unanimous written consent of the Board
(as permitted under Nevada law), the number, designation, rights, preferences and privileges of the Series B Preferred were established
by the Board (as is permitted under Nevada law and by the Certificate of Incorporation of the Company, as may be amended). The
designation, rights, preferences and privileges that the Board established for the Series B Preferred is set forth in a Certificate
of Designation that was filed with the Secretary of State of the State of Nevada on July 23, 2012, as corrected by a Certificate
of Correction that was filed with the Secretary of State of the State of Nevada on August 28, 2012. Among other things, the Certificate
of Designation provides that each one share of Series B Preferred has voting rights equal to four times the sum of all shares
of common stock issued and outstanding at time of voting,
plus
all shares of Series C Preferred Stock issued and outstanding
at time of voting,
divided by
the number of shares of Series B Preferred Stock issued and outstanding at the time of voting.
By unanimous written consent of the Board, the Board issued an aggregate of two (2) shares of Series B Preferred, to two individuals
(the “
Series B Stockholders
”). As a result of the voting rights granted to the Series B Preferred, the Series
B Stockholders together hold in the aggregate approximately 80% of the total voting power of all issued and outstanding voting
capital of the Company.
As of September 26, 2013, there were issued
and outstanding (i) 34,630,556 shares of our Common Stock, (ii) zero shares of our Series A Preferred Stock, (iii) 2 shares of
our Series B Preferred Stock, and (iv) 308,180 shares of our Series C Preferred Stock. Based on the foregoing, the total aggregate
amount of votes entitled to vote regarding the approval of the Name Change and Authorized Share Decrease approved by the Board
is 173,769,140 (the sum of the votes represented by the issued and outstanding shares of Common Stock, Series A Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock). Pursuant to Nevada law, at least a majority of the voting equity of the
Company, or at least 86,884,571 votes, are required to approve the Name Change and Authorized Share Decrease by written consent.
The Series B Stockholders, who hold in the aggregate two shares of Series B Preferred Stock, or approximately 80% of the voting
equity of the Company, have voted in favor of the Name Change and Authorized Share Decrease, thereby satisfying the requirement
under Nevada law that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of
the Series B Stockholders, the number of shares of Series B Preferred held by the Series B Stockholders, the total number of votes
that the Series B Stockholders voted in favor of the Name Change and Authorized Share Decrease and the percentage of the issued
and outstanding voting equity of the Company that voted in favor thereof.
Name of Series
B
Stockholder
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Number of
Shares
of
Series B
Preferred held
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Number
of
Votes held
by such
Series B
Stockholder
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Number
of
Votes that
Voted in favor
of the Actions
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Percentage
of
the Voting
Equity that
Voted in favor
of the Actions
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Joseph Canouse
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1
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69,415,202
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69,415,202
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39.9
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%
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Kevin Quirk
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1
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69,415,202
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69,415,202
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39.9
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%
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ACTIONS TO BE TAKEN
The Name Change and Authorized Share Decrease
will become effective on the date that we file the Certificate of Amendment to the Certificate of Incorporation of the Company
(the “
Amendment
”) with the Secretary of State of the State of Nevada. We intend to file the Amendment with
the Secretary of State of the State of Nevada promptly after the twentieth (20
th
) day following the date on which this
Information Statement is mailed to the Stockholders.
Notwithstanding the foregoing, we must first
notify FINRA of the intended Name Change by filing the Issuer Company Related Action Notification Form no later than ten (10)
days prior to the anticipated record date of such action. Our failure to provide such notice
may constitute
fraud under Section 10 of the Exchange Act.
We currently expect to file the Amendment
on November 5, 2013.
NAME CHANGE
REASONS
We believe that changing the name of the Company
to Fresh Promise Foods, Inc. will more accurately reflect and represent to the public the business of the Company. In connection
with the name change, we intend to file with FINRA a request to obtain a new ticker symbol.
Our request
for a new ticker symbol, however, may not be processed for up to sixty (60) days after FINRA has announced our Name Change to
the market.
WHEN THE NAME WILL GO INTO EFFECT
Prior to filing the amendment to the Articles
of Incorporation reflecting the Name Change, we must first notify FINRA by filing the Issuer Company Related Action Notification
Form no later than ten (10) days prior to the anticipated record date of the Name Change. Our failure to provide such notice
may
constitute fraud under Section 10 of the Exchange Act.
DECREASE IN THE NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK
GENERAL
The number of authorized shares of our Common
Stock will be decreased from four billion (4,000,000,000) shares to four hundred seventy five million (475,000,000) shares.
PURPOSE AND EFFECT OF DECREASING THE NUMBER
OF AUTHORIZED SHARES
The Board believes the Authorized Share Decrease
is necessary and advisable in order to maintain our financing and capital raising ability and to generally maintain our flexibility
in today’s competitive and rapidly changing environment.
The Authorized Shares Decrease would not change
any of the current rights and privileges of our common stock or its par value and would not impact the total authorized number
of shares of our preferred stock or the rights and privileges or par value of our preferred stock. Although the Authorized Shares
Decrease would not limit our ability to use shares of our common stock for future corporate purposes (including paying future
stock dividends, raising capital through common stock offerings, funding future employee benefit plan obligations and issuing
common stock in acquisitions or other strategic transactions), it would decrease the number of authorized shares available for
such purposes.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information
regarding the beneficial ownership of our Common Stock as of September 26, 2013, of (i) each person known to us to beneficially
own more than 5% of Common Stock, (ii) our directors, (iii) each named executive officer and (iv) all directors and named executive
officers as a group. As of September 26, 2013, there were a total of 34,630,556
shares of Common Stock outstanding. Each
share of Common Stock is entitled to one vote on matters on which holders of voting stock of the Company are eligible to vote.
The column entitled “Percentage of Outstanding Common Stock” shows the percentage of voting common stock beneficially
owned by each listed party. The column entitled “Percentage of Outstanding Series B Preferred Stock” shows the percentage
of total Series B Preferred beneficially owned by each listed party.
The number of shares beneficially owned is
determined under the rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for
any other purpose. Under those rules, beneficial ownership includes any shares as to which a person or entity has sole or shared
voting power or investment power
plus
any shares which such person or entity has the right to acquire within sixty (60)
days of July 18, 2013 through the exercise or conversion of any stock option, convertible security, warrant or other right. Unless
otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power
with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Name
and Address
of Beneficial Owner
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Number
of
Shares of
Common
Stock Owned
Beneficially
(1)(2)
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%
of
Outstanding Shares of
Common Stock
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Number
of
Shares of
Series B
Owned
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%
of
Outstanding
Series B
Preferred Stock
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Joseph
Canouse
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0
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0
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%
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1
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50
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%
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1111 Alderman
Drive
Suite 210
Alpharetta, GA 3005
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Kevin
Quirk
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0
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0
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%
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1
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50
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%
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1111 Alderman
Drive
Suite 210
Alpharetta, GA 3005
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All officers
and directors
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0
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0
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%
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2
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100
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%
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as a group
(2 persons)
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(1)
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Except
as
indicated
in
the
footnotes
to
this
table,
based
on
information
provided
by
such
persons,
the
persons
named
in
the
table
above
have
sole
voting
power
and
investment
power
with
respect
to
all
shares
of
common
stock
shown
beneficially
owned
by
them.
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(2)
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Percentage
of
ownership
is
based
on
34,630,556
shares
of
common
stock
outstanding
as
of
September
26,
2013
plus
each
person’s
options
that
are
exercisable
within
60
days.
Shares
of
common
stock
subject
to
stock
options
that
are
exercisable
within
60
days
as
of
September
26,
2013
are
deemed
outstanding
for
computing
the
percentage
of
that
person
and
the
group.
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ADDITIONAL INFORMATION
We are subject to the disclosure requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other
information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission
(the “
SEC
”). Reports and other information filed by the Company can be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also
be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549
at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information
statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering,
Analysis and Retrieval System.
The following documents, as filed with the
SEC by the Company, are incorporated herein by reference:
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(1)
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The
Company’s Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2012, as filed with the
Commission on April 16, 2013 and April 19, 2013, respectively;
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(2)
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The
Company’s current reports on Form 8-K, as filed with the Commission on April 24, 2013 and July 23, 2013; and
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(3)
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The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2013 and June 30, 2013, as filed with the
Commission on May 23, 2013 and August 14, 2013, respectively.
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You may request a copy of these filings, at
no cost, by writing Stakool, Inc. 1111 Alderman Drive, Suite 210, Alpharetta, Georgia 30005 or telephoning the Company at (770)
521-9826. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes
to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with
the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded
will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS
SHARING AN ADDRESS
If hard copies of the materials are requested,
we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we
received contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed
to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy
of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered.
You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address
and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at 1111
Alderman Drive, Suite 210, Alpharetta, Georgia 30005, telephone: (770) 521-9826.
If multiple stockholders sharing an address
have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each
stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive
offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or
other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address,
notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is
provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant
to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
By Order of the Board of Directors
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/s/
Kevin P. Quirk
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Kevin
P. Quirk
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Principal
Executive Officer
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Dated:
October 15, 2013
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