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): January 24 2018

 

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.)

 

3416 Shadybrook Drive

Midwest City, OK 73110

(Address of principal executive offices)

 

561-703-4659

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 1.01 Entry into a Material Definitive Agreement.

 

The Distribution of Common Shares to Creative Edge Nutrition, Inc., Shareholders  

 

On June 27, 2017, Creative Edge Nutrition, a Nevada corporation ("CEN") and Fresh Promise Foods, Inc., a Nevada corporation (the “Company”) executed an Asset Purchase Agreement ("Agreement") whereby the Company purchased the assets and liabilities of CEN's subsidiary, Giddy Up Energy Products, Inc. ("Giddy").  The Company purchased Giddy's assets and liabilities in exchange for 4,719,760,108 shares of the Company's common stock.  On January 24, 2018, the Company has completed the distribution of its common shares to the CEN shareholders in order to consummate the acquisition of Giddy.  Pursuant to the Agreement, the Company is in the process of spinning out its existing assets and liabilities and assuming Giddy's business plan involving nutritional supplements and energy drinks focusing on an active lifestyle.

  

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.

 

  FRESH PROMISE FOODS, INC.
     
Date: January 29, 2018 By: /s/ Joe E. Poe Jr.
  Name:  Joe E. Poe Jr.
  Title: President