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
Date of Report (Date of earliest event
reported): June 2, 2014
Fresh Promise Foods, Inc.
(Exact name of registrant as specified
in its charter)
| Nevada |
|
00-24723 |
|
88-0393257 |
(State or other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
1111 Alderman Drive, Suite 210
Alpharetta, GA 30005
(Address of principal executive offices)
(770) 521-9826
(Telephone number, including area code)
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:
[ ] 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))
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director and Officer
On June 2, 2014, Joseph C. Canouse resigned
as Chairman of the Board of Directors (the “Board”) of Fresh Promise Foods, Inc., a Nevada corporation (the “Company”),
and as Chief Financial Officer of the Company. Mr. Canouse informed the Company that his decision to resign was not the result
of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Director and Officer
On June 4, 2014, the Board approved
by unanimous written consent the appointment of Scott Martin as a member of the Board and Secretary of the Company, effective
as of such date.
On June 4, 2014, the Board also approved
by unanimous written consent the appointment of Mr. Kevin P. Quirk as Chairman of the Board. Mr. Quirk currently serves as Chief
Executive Officer of the Company and a director and will retain his current positions.
Scott Martin, age 44, Director and
Secretary
Mr. Scott C. Martin, 44 years old, brings
almost twenty years of experience in finance, consulting and public company restructuring to the Company. Previously, beginning
in 1996, with J.P. Carey, Inc. and affiliated companies, Mr. Martin was involved in financing various public and private companies.
Beginning in 2011, he was Executive Vice President with American Premium Water Corporation, which transitioned from financial services
to selling spring water. From 2013 through present, Mr. Martin has been an Executive Vice President for the Company.
Mr. Martin has an
undergraduate degree from Stetson University, where he graduated in 1992.
The Board believes that Mr. Martin’s
finance and consulting experience will be an asset to the Company and will help to accelerate its growth efforts.
Family Relationships
Mr. Martin does not have any family
relationship with a current officer or director of the Company.
Related Party Transactions
There are no applicable related party transactions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 17.1 |
|
Letter
of Resignation from Joseph C. Canouse, dated June 2, 2014 * |
* filed herewith
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 thereunto
duly authorized.
| |
Fresh Promise Foods, INC. |
| |
|
|
| Date: June 6, 2014 |
By: |
/s/
Kevin P. Quirk |
| |
Name: |
Kevin P. Quirk |
| |
Title: |
Chief Executive Officer and President |
June 2, 2014
Mr. Kevin P. Quirk, CEO
FRESH PROMISE FOODS, INC.
1111 Alderman Drive, S-210
Alpharetta, GA 30005
To the Members of the Board
of Directors of
Fresh Promise Foods, Inc.
This letter shall serve as
formal notice of my resignation, effective immediately, from my positions as Chief Financial Officer and a director of Fresh Promise
Foods, Inc. (the “Company”), and all other positions with the Company to which I have been assigned, regardless of
whether I served in such capacity. The resignation is not the result of any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
Sincerely,
Joseph C. Canouse, CFO
1111 Alderman Dr., Ste. 210 Alpharetta, GA 30005
Ph. 770 521 1330 Fax: 770 521 0259