THIS
INFORMATION STATEMENT IS BEING PROVIDED TO
YOU
BY THE BOARD OF DIRECTORS OF FRESH PROMISE FOODS, INC.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED
NOT TO SEND US A PROXY
Fresh
Promise Foods, Inc.
1111
Alderman Drive, Suite 210
Alpharetta,
Georgia
(770)
521-9826
INFORMATION
STATEMENT
(Preliminary)
May
16, 2014
NOTICE
OF STOCKHOLDER ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
To
the Holders of Common Stock of Fresh Promise Foods, 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, no par value per share (the “
Common Stock
”), of Fresh Promise Foods, Inc., a Nevada corporation
(the “
Company
”), to notify the Stockholders that on May 13, 2014, 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
”),
created by unanimous written consent of the Board of Directors of the Company (the “
Board
”), as permitted by
the Company’s Certificate of Incorporation, as may be amended (the “
Certificate
”). Each share of Series
B Preferred has the equivalent of approximately 206,373,346 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
increase the number of authorized shares of Common Stock to nine hundred seventy five
million (975,000,000) (the “Authorized Share Increase”).
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On
May 13, 2014, the Board approved the Authorized Share Increase and recommended to the Majority Stockholders that they approve
the Authorized Share Increase. On May 13, 2014, the Majority Stockholders approved the Authorized Share Increase 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 Authorized Share Increase.
We
will mail the Notice of Stockholder Action by Written Consent to the Stockholders on or about May 28, 2014.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board believes the Authorized Share Increase 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 Increase 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
May 28, 2014.
This
Information Statement contains a brief summary of the material aspects of the Authorized Share Increase approved by the Board
of Fresh Promise Foods, Inc., (the “
Company
,” “
we
,” “
our
,” or “
us
”)
and the holders of Series B Preferred Stock (the “
Series B Preferred
”), which constitute a majority 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 Stockholder
”). 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 May 12, 2014, there were issued and outstanding (i) 100,686,673 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) 10,000,000 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 Authorized Share Increase
approved by the Board is 523,433,365 (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 261,716,684 votes, are required to approve Authorized Share Increase by written consent.
The Series B Stockholders, who hold in the aggregate two shares of Series B Preferred Stock, 412,746,692 votes or approximately
79% of the voting equity of the Company, have voted in favor of the Authorized Share Increase, 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 Stockholder, the number of shares of Series B Preferred held by the Series
B Stockholder, the total number of votes that the Series B Stockholders voted in favor of the Authorized Share Increase 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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206,373,346
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206,373,346
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39.4
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%
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Kevin Quirk
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1
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206,373,346
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206,373,346
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39.4
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%
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ACTIONS
TO BE TAKEN
The
Authorized Share Increase 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.
We
currently expect to file the Amendment on June 17, 2014.
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES
OF
COMMON STOCK
GENERAL
The
number of authorized shares of our Common Stock will be increased from four hundred seventy-five million (475,000,000) shares
to nine hundred seventy-five million (975,000,000) shares.
POTENTIAL
FOR DILUTION TO THE OWNERSHIP OF EXISTING SHAREHOLDERS AND OTHER EFFECTS OF THE AUTHORIZED SHARE INCREASE
Pursuant
to the Authorized Share Increase, the additional authorized shares of Common Stock may be issued for such consideration, cash
or otherwise, at such times and in such amounts as the Board may determine without further shareholder approval, except to the
extent that shareholder approval is required by applicable laws, rules or regulations.
The
additional shares of Common Stock to be authorized by adoption of the proposed amendment to our Articles of Incorporation would
have rights identical to our currently outstanding Common Stock. The Authorized Share Increase will not change the number of shares
of stock outstanding, nor will it have any immediate dilutive effect or change the rights of current holders of our Common Stock.
However, to the extent that the additional authorized shares are issued in the future, they may dilute the percentage equity ownership
of existing shareholders and, depending on the price at which they are issued, may also dilute earnings and book value on a per
share basis. The Company’s shareholders have no preemptive rights to subscribe for additional shares of Common Stock when
issued, which means that current shareholders do not have a prior right to purchase any newly-issued shares in order to maintain
their proportionate ownership of the Company’s Common Stock.
POSSIBLE
ANTI-TAKEOVER EFFECTS OF THE AUTHORIZED SHARE INCREASE
The
increase in the authorized number of shares of Common Stock could, in some situations, have the effect of discouraging unsolicited
takeover attempts or inhibiting the removal of incumbent management and may limit the opportunity for shareholders to dispose
of their shares at the higher price generally available in takeover attempts or that may be available under a merger proposal.
For example, the issuance of the newly authorized shares of Common Stock could be used to discourage persons from attempting to
gain control of the Company by diluting the voting power of shares then outstanding or increasing the voting power of persons
who would support the Board in a potential takeover situation, including by rendering a transaction proposed by such persons more
costly, or by preventing or delaying a proposed business combination that is opposed by the Board of Directors of the Company
although perceived to be desirable by some shareholders.
PURPOSE
AND EFFECT OF INCREASING THE NUMBER OF AUTHORIZED SHARES
The
Board believes the Authorized Share Increase 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 additional
five hundred million (500,000,000) shares of Common Stock so authorized will be available for issuance by the Board for stock
splits or stock dividends, acquisitions, raising additional capital, stock options or other corporate purposes. The additional
shares of Common Stock could be used for potential strategic transactions, including, among other things, acquisitions, strategic
partnerships, joint ventures, restructurings, business combinations and investments. Assurances cannot be provided that any such
transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not
adversely affect the Company’s business or the trading price of the Common Stock. The immediate purpose for increasing the
authorized shares is to provide enough shares required for the conversion of outstanding convertible securities. The additional
shares of Common Stock may also be used for future issuances of stock options pursuant to employee benefit plans and to provide
for issuances to satisfy conversions of future convertible debt or convertible preferred stock. The Company does not anticipate
that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law
or regulations.
The
increase in the authorized number of shares of Common Stock and any subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and
unissued Common Stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more
transactions which would make a change in control of the Company more difficult, and therefore less likely. Any such issuance
of the additional shares of Common Stock could have the effect of diluting the earnings per share and book value per share of
outstanding shares of Common Stock, and such additional shares could be used to dilute the stock ownership or voting rights of
a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has
not presented this proposal with the intention that the increase in the number of authorized shares of Common stock be used as
a type of antitakeover device. Any additional Common Stock, when issued, would have the same rights and preferences as the shares
of Common Stock presently outstanding.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth certain information regarding the beneficial ownership of our Common Stock as of May 12, 2014, of (i)
each person known to us to beneficially own more than 10% of Common Stock, (ii) our directors, (iii) each named executive officer
and (iv) all directors and named executive officers as a group. As of May 12, 2014, there were a total of 100,686,673
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 May 12, 2014 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 as a group (2 persons)
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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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(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 100,686,673 shares of common stock outstanding as of May 12, 2014 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 May 12, 2014 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 document, as filed with the SEC by the Company, is incorporated herein by reference:
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●
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The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, as filed with the Commission on
April 15, 2014.
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You
may request a copy of these filings, at no cost, by writing Fresh Promise Foods, 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 Authorized Share Increase, 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:
May 16, 2014
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