Statement of Ownership (sc 13g)
September 09 2015 - 10:24AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
Fresh
Promise Foods, Inc.
(Name of Issuer)
Common
Stock, 0.00001 par value
(Title of Class of Securities)
35804Q205
(CUSIP Number)
September
1, 2015
(Date of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] |
Rule
13d-1(b) |
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[X] |
Rule
13d-1(c) |
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[ ] |
Rule
13d-1(d) |
* | The
remainder of this cover page shall be filled out for a reporting person’s initial
filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
1 |
NAME
OF REPORTING PERSON |
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
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CARPATHIA
LLC |
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2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
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(a) |
[ ] |
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(b) |
[ ] |
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3 |
SEC USE
ONLY |
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4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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United
States |
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NUMBER
OF |
5 |
SOLE
VOTING POWER |
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SHARES |
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43,400,326 |
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6 |
SHARED
VOTING POWER |
BENEFICIALLY |
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0 |
OWNED
BY EACH |
7 |
SOLE
DISPOSITIVE POWER |
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REPORTING |
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43,400,326
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8 |
SHARED
DISPOSITIVE POWER |
PERSON
WITH |
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0 |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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43,400,326
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10 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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[ ] |
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NA |
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11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.98% |
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12 |
TYPE OF REPORTING PERSON* |
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IN |
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*SEE
INSTRUCTIONS BEFORE FILLING OUT.
Item
1 |
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(a) |
Name
of Issuer: |
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Fresh
Promise Foods, Inc.(the “Company”) |
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(b) |
Address
of Issuer’s Principal Executive Offices: |
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1111
Alderman Dr. Suite 210 |
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Alpharetta,
Ga 30005 |
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Item
2 |
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(a)
|
Name
of Person Filing: |
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Carpathia
LLC |
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(b) |
Address
of Principal Office, or if None, Residence: |
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1111
Alderman Dr., Suite 210 |
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Alpharetta,
Ga 30005 |
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(c) |
Citizenship: |
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United
States |
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(d) |
Title
of Class of Securities: |
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Common
Stock, 0.00001 par value per share |
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(e) |
CUSIP
Number: |
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38504Q205 |
Item
3 |
If
this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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Not
Applicable |
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Item
4 |
Ownership: |
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. |
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(a) |
Amount beneficially owned: |
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43,400,326 |
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(b) |
Percent of Class: |
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8.98% |
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(c) |
Number of shares as to which such person has: |
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(i) |
Sole power to vote or to direct the vote: |
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43,400,326 |
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(ii) |
Shared power to vote or to direct the vote: |
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0 |
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(iii) |
Sole power to dispose or to direct the disposition of: |
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43,400,326 |
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(iv) |
Shared power to dispose or to direct the disposition of: |
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0 |
Item
5 |
Ownership
of Five Percent or Less of a Class: |
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Not
Applicable |
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Item
6 |
Ownership
of More than Five Percent on Behalf of Another Person: |
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Not
Applicable |
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Item
7 |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
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Not
Applicable |
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Item
8 |
Identification
and Classification of Members of the Group: |
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Not
Applicable |
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Item
9 |
Notice
of Dissolution of Group: |
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Not
Applicable |
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Item
10 |
Certification: |
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
September 9, 2015 |
/s/
Joseph C. Canouse |
|
Joseph
C. Canouse |