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):
April 25,
2018
FRESH PROMISE FOODS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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00-24723
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88-0393257
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3416 Shadybrook Drive
Midwest City, OK 73110
(Address of principal executive offices)
Registrant’s 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 7.01 Regulation F-D - Risk Factors associated with
the Company's Common stock
The
company is in the process of undertaking efforts to issue a
separate series of Preferred Stock to settle a dispute. In that
connection, any purchasers of the company’s Capital Stock
should be aware of and should
carefully consider the risks and uncertainties described
below:
1.)
There is substantial doubt about the Company’s ability to
continue as a going concern. We may require additional capital
to support our operations or the growth of our business, and we
cannot be certain that this capital will be available on reasonable
terms when required, or at all. Our ability to obtain additional
financing, if and when required, will depend on investor and lender
demand, our operating performance, the condition of the capital
markets and other factors. If we are unable to obtain adequate
financing or financing on terms satisfactory to us when we require
it, our ability to continue to support the operation or growth of
our business could be significantly impaired and our operating
results may be harmed or completely discontinued.
2.) The
company has no history of operational success. There is no
assurance that we will successfully achieve our objectives. As a
result of our limited operating history, our ability to accurately
forecast our future operating results is limited and subject to a
number of uncertainties. We have encountered, and will continue to
encounter, risks and uncertainties frequently experienced by
growing companies in rapidly changing industries, such as the risks
and uncertainties described herein. If our assumptions regarding
these risks and uncertainties (which we use to plan our business)
are incorrect or change due to changes in our markets, or if we do
not address these risks and uncertainties successfully, our
operating and financial results could differ materially from our
expectations, and our business could suffer.
3.) Purchasers
of the Company's stock may not have access to the money they
invest for an indefinite period of time. Therefore, an investment
in the company's securities is not suitable for investors that need
access to the money they invest.
4.) If
the company is not able to raise sufficient funds to pay its
auditors, the company's stock could be delisted.
5.) The
market in which we intend to participate is intensely
competitive, and if we do not compete effectively, our operating
results could be harmed.
6.) Newly
enacted laws or other domestic or foreign regulations may reduce
the effectiveness of our proposed products and harm our
business.
7.) We
will depend on highly skilled personnel to grow and operate
our business, and if we are unable to hire, retain and motivate our
personnel, we may not be able to grow effectively.
8.) If
the prices we charge for our proposed products are
unacceptable to our customers, our operating results will be
harmed.
9.)
Failure to adequately expand our direct sales force will impede our
growth. We will need to continue to expand and optimize our sales
infrastructure in order to grow our customer base and our business.
We plan to continue to expand our direct sales force, both
domestically and internationally. Identifying and recruiting
qualified personnel and training them requires significant time,
expense and attention. Our business may be adversely affected if
our efforts to expand and train our direct sales force do not
generate a corresponding increase in revenue. If we are unable to
hire, develop and retain talented sales personnel or if new direct
sales personnel are unable to achieve desired productivity levels
in a reasonable period of time, we may not be able to realize the
intended benefits of this investment or increase our
revenue
10.) If
we are unable to promote our brand, our business and operating
results may be harmed. We believe that maintaining and promoting
our brand is critical to expanding our customer base. Maintaining
and promoting our brand will depend largely on our ability to
continue to provide useful, reliable and innovative services, which
we may not do successfully. We may introduce new features,
products, services or terms of service that our customers do not
like, which may negatively affect our brand and reputation.
Additionally, the actions of third parties may affect our brand and
reputation if customers do not have a positive experience using
third-party apps or other services that are integrated with Box.
Maintaining and enhancing our brand may require us to make
substantial investments, and these investments may not achieve the
desired goals. If we fail to successfully promote and maintain our
brand or if we incur excessive expenses in this effort, our
business and operating results could be adversely
affected.
11.)
Future acquisitions and investments could disrupt our business and
harm our financial condition and operating results. Our success
will depend, in part, on our ability to expand our services and
grow our business in response to changing technologies, customer
demands, and competitive pressures. In some circumstances, we may
choose to do so through the acquisition of complementary businesses
and technologies rather than through internal development. The
identification of suitable acquisition candidates can be difficult,
time-consuming and costly, and we may not be able to successfully
complete identified acquisitions. The risks we face in connection
with acquisitions include:
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diversion of
management time and focus from operating our business to addressing
acquisition integration challenges;
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coordination of
research and development and sales and marketing
functions;
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retention of key
employees from the acquired company;
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cultural
challenges associated with integrating employees from the acquired
company into our organization;
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integration of
the acquired company’s accounting, management information,
human resources and other administrative systems;
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the
need to implement or improve controls, procedures, and policies at
a business that prior to the acquisition may have lacked effective
controls, procedures and policies;
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liability for
activities of the acquired company before the acquisition,
including intellectual property infringement claims, violations of
laws, commercial disputes, tax liabilities and other known and
unknown liabilities;
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unanticipated
write-offs or charges; and
12.)
Financing agreements we are party to or may become party to may
contain operating and financial covenants that restrict our
business and financing activities. These restrictions and
covenants, as well as those contained in any future financing
agreements that we may enter into, may restrict our ability to
finance our operations, engage in, expand or otherwise pursue our
business activities and strategies. Our ability to comply with
these covenants may be affected by events beyond our control, and
breaches of these covenants could result in a default under the
credit agreement and any future financial agreements that we may
enter into. If not waived, defaults could cause our outstanding
indebtedness under our credit agreement and any future financing
agreements that we may enter into to become immediately due and
payable.
13.)
Adverse economic conditions may negatively impact our
business.
14.) If
we fail to maintain an effective system of disclosure controls and
internal control over financial reporting, our ability to produce
timely and accurate financial statements or comply with applicable
regulations could be impaired. As a public company, we are
subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended (Exchange Act), the Sarbanes-Oxley Act. We
expect that the requirements of these rules and regulations will
continue to increase our legal, accounting and financial compliance
costs, make some activities more difficult, time consuming and
costly, and place significant strain on our personnel, systems and
resources.
15.)
Our ability to use our net operating loss carryforwards and certain
other tax attributes may be limited.
16.)
Tax laws or regulations could be enacted or changed and existing
tax laws or regulations could be applied to us or to our customers
in a manner that could increase the costs of our services and
adversely impact our business.
17.) We
may be subject to additional tax liabilities. We are subject to
income, sales, use, value added and other taxes in the United
States and other countries in which we conduct business, and such
laws and rates vary by jurisdiction. Certain jurisdictions in which
we do not collect sales, use, value added or other taxes on our
sales may assert that such taxes are applicable, which could result
in tax assessments, penalties and interest, and we may be required
to collect such taxes in the future. Significant judgment is
required in determining our worldwide provision for income taxes.
These determinations are highly complex and require detailed
analysis of the available information and applicable statutes and
regulatory materials. In the ordinary course of our business, there
are many transactions and calculations where the ultimate tax
determination is uncertain. Although we believe our tax estimates
are reasonable, the final determination of tax audits and any
related litigation could be materially different from our
historical tax practices, provisions and accruals. If we receive an
adverse ruling as a result of an audit, or we unilaterally
determine that we have misinterpreted provisions of the tax
regulations to which we are subject, there could be a material
effect on our tax provision, net income or cash flows in the period
or periods for which that determination is made. In addition,
liabilities associated with taxes are often subject to an extended
or indefinite statute of limitations period. Therefore, we may be
subject to additional tax liability (including penalties and
interest) for a particular year for extended periods of
time.
18.)
Our reported financial results may be adversely affected by changes
in accounting principles generally accepted in the United States.
Generally accepted accounting principles in the United States are
subject to interpretation by the Financial Accounting Standards
Board, the SEC and various bodies formed to promulgate and
interpret appropriate accounting principles. A change in these
principles or interpretations could have a significant effect on
our reported financial results, and could affect the reporting of
transactions completed before the announcement of a
change.
19.) An
active trading market for our common stock may never be
sustained.
20.)
The market price of our common stock may be volatile, and you could
lose all or part of your investment.
21.) The Company has only limited financial and managerial
resources and that the Company has no certain prospect of
acquiring additional financial or managerial resources in the near
future.
22.) Only sophisticated and experienced Investors skilled in
acquiring the securities of small, early-stage companies that face
intense competition from many other well-established companies that
possess far greater financial, marketing and managerial resources and likely will continue
to do in the future should consider these
securities.
23.) The acquisition of the Preferred Share is a HIGH RISK
investment suitable only for those persons who can afford the total
loss of their investment.
24.) There is only a limited and sporadic trading market for
the Company’s Common Stock and there is no likelihood
that a liquid trading market for the Company’s Common Stock
will develop at any time in the future.
25.) The Company is delinquent in satisfying its obligations
to file certain periodic reports required by Section 13(a) of
the Securities Exchange Act of
1934, as amended (the
“1934 Act”) in that the Company has failed to file
certain Quarterly Reports on Form 10-Q and certain Annual Reports
on Form 10-K with the result that the Company may be subject
to adverse action by the Securities and Exchange Commission
pursuant to Section 12(j) or Section 12(k) of the 1934 Act
which would, in either case likely result in the total elimination
of the public trading market for the Company’s Common
Stock.
26.) Investors should understand and be
able to withstand that investment in the company's securities
could result in the total loss of
your investment.
SIGNATURE
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 hereunto duly
authorized.
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FRESH PROMISE FOODS, INC.
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Date: April 25, 2018
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By:
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/s/ Joe E. Poe Jr.
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Name:
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Joe E. Poe Jr.
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Title:
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President
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