Current Report Filing (8-k)
June 16 2014 - 11:50AM
Edgar (US Regulatory)
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 10, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 13, 2014, the Board of Directors of Fresh Promise Foods, Inc. (the “Company”) and each of the two holders of Series
B Preferred stock of the Company (the “Majority Shareholders)”, effectively constituting approximately 80% of the
vote of all outstanding shares of the Company, by unanimous written consent, voted in favor of increasing the aggregate number
of shares of common stock, par value of $0.00001 per share (the “Common Stock”), authorized to be issued by the Company
from four hundred seventy five million (475,000,000) to nine hundred seventy five million (975,000,000) (the “Authorized
Share Increase”). On May 28, 2014, the Company filed a definitive information statement on Form 14C with respect to the
Authorized Share Increase.
On
June 10, 2014, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with
the Secretary of State of Nevada, effecting the Authorized Share Increase. A copy of the Amendment is included as Exhibit 3.1
to this Current Report on Form 8-K and is hereby incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
|
|
|
3.1 |
|
Certificate
of Amendment to Articles of Incorporation* |
*
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 16,
2014 |
By: |
/s/
Kevin P. Quirk |
|
Name: |
Kevin P.
Quirk |
|
Title: |
Chief Executive
Officer and President |