FPFID / Rogue One Inc - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Rogue One Inc
US ˙ OTC
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1058330
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rogue One Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
May 15, 2023 NT 10-Q

PART I — REGISTRANT INFORMATION

NT 10-Q 1 roagnt10q.htm FORM 12b-25 SEC FILE NUMBER 000-24723 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: March 31, 2023 [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on Form 10-Q [] Tra

March 31, 2023 NT 10-K

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: December

March 28, 2023 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 ROGUE ONE, INC. (Exact n

November 8, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 8, 2022 ROGUE ONE, INC. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 8, 2022 - ROGUE ONE, INC.

August 15, 2022 NT 10-Q

PART I — REGISTRANT INFORMATION

NT 10-Q 1 sfsroagnt10q080922.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] For

August 9, 2022 10-Q/A

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 ROGUE ONE, IN

May 19, 2022 8-K

Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 30, 2021 - ROGUE ONE, INC.

May 16, 2022 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: March 3

May 10, 2022 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): May 9, 2022 - ROGUE ONE, INC.

April 1, 2022 NT 10-K/A

PART I — REGISTRANT INFORMATION

NT 10-K/A 1 f2sfpfint10k032821.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Fo

April 1, 2022 NT 10-K

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: December

February 7, 2022 EX-3

Restated Articles of Incorporation

Exhibit 3

February 7, 2022 8-K

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): February 1, 2022 - ROGUE ONE, INC.

November 29, 2021 NT 10-Q/A

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: Septembe

November 15, 2021 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: Septembe

October 12, 2021 EX-99.2

CERTIFICATE AMENDMENT TO CERTIFICATE DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "E" P

Exhibit 99.2 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "E" PREFERRED STOCK OF ROGUE ONE, INC. (Incorporated under the laws of the State of Nevada) It is hereby certified that: 1. The name of

October 12, 2021 EX-99.3

EQUITY LINE OF CREDIT AGREEMENT

EQUITY LINE OF CREDIT AGREEMENT This Equity Line of Credit Agreement (the ?Agreement?) is effective this Fifth day of October 2021 (the ?Effective Date?) and is entered into by and between Rogue One, Inc.

October 12, 2021 EX-99.5

SUBSCRIPTION AGREEMENT

EXHIBIT A SUBSCRIPTION AGREEMENT This Subscription Agreement (the ?Agreement? or ?Subscription Agreement?) is entered into by and between Rogue One, Inc.

October 12, 2021 EX-99.4

FIRST AMENDMENT TO EQUITY LINE OF CREDIT AGREEMENT

FIRST AMENDMENT TO EQUITY LINE OF CREDIT AGREEMENT This First Amendment to Equity Line of Credit Agreement (the ?First Amendment?) is the First Amendment to that certain Equity Line of Credit Agreement of October 5, 2021 (the ?Agreement?) and this First Amendment is effective on this Sixth day of October 2021 (the ?Amendment Effective Date?) and is entered into by and between Rogue One, Inc.

October 12, 2021 8-K

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 24, 2021 - ROGUE ONE, INC.

October 12, 2021 EX-99.1

CERTIFICATE AMENDMENT TO CERTIFICATE DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "D" P

Exhibit 99.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF DESIGNATION, NUMBER, POWERS, PREFERENCES, AND RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE QUALIFICATIONS, LIMITATIONS, RESTRICTIONS, AND OTHER DISTINGUISHING CHARACTERISTICS OF SERIES "D" PREFERRED STOCK OF ROGUE ONE, INC. (Incorporated under the laws of the State of Nevada) It is hereby certified that: 1. The name of

August 25, 2021 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 ROGUE ONE, INC. (Exact name of re

August 16, 2021 NT 10-Q

PART I — REGISTRANT INFORMATION

NT 10-Q 1 f2sfpfint10k081221.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form

July 8, 2021 EX-99.1

Merger Agreement and Plan of Reorganization

Exhibit 99.1

July 8, 2021 8-K/A

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A 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 30, 2021 - ROGUE ONE, INC.

July 7, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 30, 2021 - ROGUE ONE, INC.

July 7, 2021 EX-99.1

Merger Agreement and Plan of Reorganization

May 24, 2021 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 1

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 ROGUE ONE, INC. (Exact name of r

May 17, 2021 NT 10-Q

PART I — REGISTRANT INFORMATION

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: March 31

May 7, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): May 5, 2021 ROGUE ONE, INC. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Number)

May 7, 2021 EX-99.1

Copy of Exchange Agreement

Exhibit 99.1

April 21, 2021 10-K

Annual Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 ? TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commission File Number 000-24723 ROGUE ONE, INC. (Exact name of r

April 15, 2021 8-K

Current Report

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 15, 2021 ROGUE ONE, INC. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Numbe

April 7, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders

8-K 1 f2sfpfi8k040721.htm 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 7, 2021 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of in

March 31, 2021 NT 10-K

PART I — REGISTRANT INFORMATION

NT 10-K 1 f2sfpfint10k032821.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form

February 16, 2021 8-K

Financial Statements and Exhibits, Other Events

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 reported) February 15, 2021 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its chapter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File

February 16, 2021 EX-2.3

Board resolution to amend the reverse split from 200-1 to 100-1

Exhibit 2.3

February 16, 2021 EX-2.2

Joe Poe Series E Conversion of 3 series E

Exhibit 2.2

February 16, 2021 EX-2.1

Share Issuance to Poe, Costley, and Dolder for back salary

Exhibit 2.1

February 16, 2021 EX-2.4

Board Resolution Authorizing Amending the reverse split ratio applied to Series E preferred shares to 400,000 to 1 from 200,000 to 1.

Exhibit 2.4

December 11, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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): December 11, 2020 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commissi

December 11, 2020 EX-99.1

Settlement Agreement, Waiver and Release of Claims

November 20, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-24723 Fresh Promise Foods, In

November 16, 2020 NT 10-Q

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OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: Septemb

November 12, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2020 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commiss

November 10, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders -

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): October 13, 2020 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commissio

October 13, 2020 10-Q/A

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-24723 Fresh Prom

October 2, 2020 EX-2.1

Merger Agreement between Fresh Promise Foods, Inc. and Human Brands International, Inc. dated September 23, 2020

MERGER AGREEMENT AND PLAN OF REORGANIZATION THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION is made effective as of the 20th day of September, 2020 AMONG: FRESH PROMISE FOODS, INC.

October 2, 2020 8-K/A

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest reported) September 23, 2020 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its chapter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission F

September 29, 2020 EX-2.1

Merger Agreement between Fresh Promise Foods, Inc. and Human Brands International, Inc. dated September 23, 2020

September 29, 2020 EX-2.2

Share Transfer Agreement between Human Brands International, Inc. and Clinton Hall, LLC dated September 23, 2020

September 29, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

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 reported) September 23, 2020 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its chapter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission Fil

August 14, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT For the transition period from to Commission File Number: 000-24723 Fresh Promise Foods, Inc. (E

July 27, 2020 SC 13G

FPFI / Fresh Promise Foods, Inc. / Wiser David G - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* FRESH PROMISE FOODS, INC. (Name of Issuer) Common Stock, $0.00001 Par Value (Title of Class of Securities) 35804Q106 (CUSIP Number) June 15, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

June 1, 2020 10-Q

Quarterly Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 FRESH PROMISE FOODS, INC. (Exact

May 28, 2020 10-K

Annual Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to. Commission File Number 000-24723 FRESH PROMISE FOODS, INC. (Exact

May 14, 2020 8-K

Other Events

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): May 14, 2020 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 Fil

May 14, 2020 NT 10-K

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OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: December

April 6, 2020 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q - Quarterly Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 FRESH PROMISE FOODS, INC. (Exact

April 6, 2020 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q - Quarterly Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 FRESH PROMISE FOODS, INC. (Exact

April 6, 2020 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q - Quarterly Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 FRESH PROMISE FOODS, INC. (E

April 6, 2020 8-K/A

Other Events

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): March 31, 2020 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 F

March 31, 2020 8-K

Other Events

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): March 31, 2020 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 F

November 22, 2019 10-K

FPFI / Fresh Promise Foods, Inc. 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 Fresh Promise Foods Inc. (Exa

November 4, 2019 NT 10-Q

FPFI / Fresh Promise Foods, Inc. NT 10-Q - -

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: Septemb

August 5, 2019 NT 10-Q

FPFI / Fresh Promise Foods, Inc. NT 10-Q - -

NT 10-Q 1 f2sfpfint10q080419.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form

July 30, 2019 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q - Quarterly Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 FRESH PROMISE FOODS, INC. (E

July 16, 2019 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q - Quarterly Report -

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 FRESH PROMISE FOODS, INC. (Exact

June 19, 2019 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q - Quarterly Report -

10-Q 1 f2sfpfi10q061819.htm U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number 00-24723 FRES

May 10, 2019 NT 10-Q

FPFI / Fresh Promise Foods, Inc. NT 10-Q

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form N-CEN For Period Ended: March 31

March 29, 2019 NT 10-K

FPFI / Fresh Promise Foods, Inc.

NT 10-K 1 f2sfpfint10k032819.htm OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response. 2.50 FORM 12b-25 SEC FILE NUMBER CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [] Form 20-F [] Form 11-K [] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSR [] Form

March 21, 2019 10-K

FPFI / Fresh Promise Foods, Inc. (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2017 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fresh Promise Foods Inc. (Exact name of registrant as specified in its charter) Commission file

December 27, 2018 10-K

FPFI / Fresh Promise Foods, Inc. 10-K (Annual Report)

10-K 1 f2sfpfi10k122218.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fresh Promise Foods Inc. (Exact name of registrant as specified in

December 27, 2018 10-K/A

FPFI / Fresh Promise Foods, Inc. 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2016 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fresh Promise Foods Inc. (Exact name of registrant as specified in its charter) Commission file

August 28, 2018 8-K

Termination of a Material Definitive Agreement, Other Events

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): August 28, 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

May 1, 2018 8-K

Changes in Registrant's Certifying Accountant

8-K 1 f2sfpfi8k050118.htm 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): May 1, 2018 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 00-24723 88-0393257 (State or other jurisdiction of incor

May 1, 2018 10-Q/A

FPFI / Fresh Promise Foods, Inc. 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from June 30, 2016 to September 30,

May 1, 2018 10-Q/A

FPFI / Fresh Promise Foods, Inc. 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from March 31, 2016 to June 30, 2016 Com

May 1, 2018 10-Q/A

FPFI / Fresh Promise Foods, Inc. 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from December 31, 2015 to March 31, 201

April 30, 2018 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from March 31, 2016 to June 30, 2016 Commission file numbe

April 30, 2018 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from June 30, 2016 to September 30, 2016 Commission f

April 30, 2018 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 Or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from December 31, 2015 to March 31, 2016 Commission file

April 25, 2018 8-K

Regulation FD Disclosure

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) Nevada 00-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission F

April 6, 2018 10-Q

FPFI / Fresh Promise Foods, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from June 30, 2015 to September 30, 2015 Commission f

January 29, 2018 8-K

Entry into a Material Definitive Agreement

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

January 29, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 8-K 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 6, 2016 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 00-24723 88-0393257 (State or other jurisdiction of incorporation) (Co

January 29, 2016 EX-17.1

January 12, 2016

EX-17.1 3 ex17-1.htm January 12, 2016 To the Members of the Board of Directors of Fresh Promise Foods, Inc. This letter shall serve as confirmation of formal notice of my resignation, effective January 6, 2016, from my positions as Chief Executive 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

January 29, 2016 EX-10.1

DIRECTOR RESIGNATION AND RELEASE AGREEMENT

DIRECTOR RESIGNATION AND RELEASE AGREEMENT THIS DIRECTOR RESIGNATION AND RELEASE AGREEMENT (this ?Agreement?) is made and dated as of January 6, 2016 (the ?Effective Date?) by and among Fresh Promise Foods, Inc.

November 16, 2015 NT 10-Q

Fresh Promise Foods 0-Q

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

September 9, 2015 SC 13G

FPFI / Fresh Promise Foods, Inc. / CARPATHIA LLC Passive Investment

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 th

August 17, 2015 NT 10-Q

Fresh Promise Foods 0-Q

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058 Washington, D.

August 17, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FRESH PROMISE FOO

May 22, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FRESH PROMISE FO

May 15, 2015 NT 10-Q

Fresh Promise Foods 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER 85256R102 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period En

April 27, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 [ ] TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fresh Promise Foods Inc. (Exact name of registrant as specified in its charter) Commission file

March 31, 2015 NT 10-K

Fresh Promise Foods 0-K

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER 85256R102 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR F

March 13, 2015 SC 13G

FPFI / Fresh Promise Foods, Inc. / UNION CAPITAL, LLC - SCHEDULE 13G Passive Investment

Schedule 13G 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 (Title of Class of Securities) 35804Q106 (CUSIP Number) March 4, 2015 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul

February 13, 2015 S-1

FPFI / Fresh Promise Foods, Inc. S-1 - Registration Statement -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 00-24723 88-0393257 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification Number) 1111 Alderman Drive, Suite

February 12, 2015 SC 13G/A

FPFI / Fresh Promise Foods, Inc. / Ironridge Global IV, Ltd. - FORM SC 13G/A Passive Investment

United states Securities and exchange commission WashinGton, d.c. 20549 Schedule 13g Under the Securities Exchange Act of 1934 (Amendment No. 1) FRESH PROMISE FOODS, INC. F/K/A STAKOOL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 35804Q106 (CUSIP Number) December 31, 2014 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule p

January 26, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

FORM 8-K 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 20, 2015 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in its charter) Nevada 00-24723 88-0393257 (State or other jurisdiction (Commission (IRS Emp

January 26, 2015 EX-3.1

EX-3.1

EXHIBIT 3.1

December 10, 2014 SC 13G/A

FPFI / Fresh Promise Foods, Inc. / ASHER ENTERPRISES INC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1)* FRESH PROMISE FOODS, INC. F/K/A STAKOOL, INC. (Name of issuer) Common Stock, $0.00001 par value per share (Title of class of securities) 35804Q106 (CUSIP number) December 10, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropri

December 5, 2014 DEF 14C

FPFI / Fresh Promise Foods, Inc. DEF 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement FRESH PROMISE FOODS, INC. (Nam

November 25, 2014 PRE 14C

FPFI / Fresh Promise Foods, Inc. PRE 14C - - PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement FRESH PROMISE FOODS, INC. (Nam

November 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FRESH PROMIS

October 22, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): October 16, 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

October 22, 2014 EX-3.1

EX-3.1

EXHIBIT 3.1

October 6, 2014 DEF 14C

FPFI / Fresh Promise Foods, Inc. DEF 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement FRESH PROMISE FOODS, INC. (Nam

September 30, 2014 EX-10.2

REGISTRATION RIGHTS AGREEMENT

EX-10.2 3 ex10-2.htm EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”), dated as of September 24, 2014 (the “Execution Date”), is entered into by and between Fresh Promise Foods, Inc., a Nevada corporation with its principal executive office at 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005 (the “Company”), and J. P. CAREY Enterprises, Inc., (the

September 30, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

FORM 8-K 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): September 24, 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)

September 30, 2014 EX-10.1

INVESTMENT AGREEMENT

EXHIBIT 10.1 INVESTMENT AGREEMENT This INVESTMENT AGREEMENT (the “Agreement”), dated as of September 24, 2014 (the “Execution Date”), is entered into by and between Fresh Promise Foods, Inc., a Nevada corporation with its principal executive office at 1111 Alderman Drive, Suite 210, Alpharetta, GA 30005 (the “Company”), and J. P. CAREY Enterprises, Inc. (the “Investor”), with its principal executi

September 24, 2014 PRE 14C

FPFI / Fresh Promise Foods, Inc. PRE 14C - -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement FRESH PROMISE FOODS, INC. (Nam

August 18, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FRESH PROMISE FOO

August 14, 2014 NT 10-Q

FPFI / Fresh Promise Foods, Inc. NT 10-Q - - NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER 85256R102 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period En

June 16, 2014 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

FORM 8-K 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) (Comm

June 16, 2014 EX-3.1

EX-3.1

EXHIBIT 3.1

June 6, 2014 EX-17.1

1111 Alderman Dr., Ste. 210 Alpharetta, GA 30005 Ph. 770 521 1330 Fax: 770 521 0259

EXHIBIT 17.1 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 pos

June 6, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT 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 o

May 28, 2014 DEF 14C

-

DEF 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement FRESH PROMISE FOODS, I

May 16, 2014 PRE 14C

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement FRESH PROMISE FOODS, INC. (Nam

May 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2014 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FRESH PROMISE FO

April 15, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 [ ] TRANSITION REPORT UNDER SECTION

10-K 1 form10k.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2013 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Fresh Promise Foods, Inc. (Exact name of registrant as specifi

March 31, 2014 NT 10-K

- NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER 85256R102 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period En

February 3, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FR

February 3, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FRE

December 11, 2013 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - CURRENT REPORT

FORM 8-K 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): December 5, 2013 FRESH PROMISE FOODS, INC. (Exact name of registrant as specified in charter) Nevada 00-24723 88-0393257 (State or other jurisdiction of incorporation or orga

November 19, 2013 EX-3.1

EX-3.1

November 19, 2013 EX-3.2

EX-3.2

EXHIBIT 3.2

November 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2013 [ ] TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 FRESH PROMIS

November 14, 2013 NT 10-Q

- NOTIFICATION OF LATE FILING

NT 10-Q 1 form12b-25.htm NOTIFICATION OF LATE FILING OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 2015 Washington, D.C. 20549 Estimated average burden hours per response....... 2.50 FORM 12b-25 SEC FILE NUMBER 000-24723 NOTIFICATION OF LATE FILING CUSIP NUMBER 85256R102 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [

October 15, 2013 DEF 14C

- SCHEDULE 14C

SCHEDULE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement STAKOOL, INC. (Na

October 1, 2013 PRE 14C

- PRELIMINARY INFORMATION STATEMENT

PRE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement STAKOOL, INC. (Name of

August 19, 2013 DEF 14C

-

SCHEDULE 14C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement STAKOOL, INC. (Na

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 [ ] TRANSITION REPORT PURSUANT

FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 STAKOOL

August 6, 2013 PRE 14C

- PRELIMINARY INFORMATION STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: [X] Preliminary Information Statement [ ] Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive Information Statement STAKOOL, INC. (Name of Registr

July 23, 2013 EX-16.1

Silberstein Ungar, PLLC CPAs and Business Advisors

Silberstein Ungar, PLLC CPAs and Business Advisors Phone (248) 203-0080 Fax (248) 281-0940 30600 Telegraph Road, Suite 2175 Bingham Farms, MI 48025-4586 www.

July 23, 2013 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits - CURRENT REPORT

FORM 8-K 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): July 17, 2013 STAKOOL, INC. (Exact name of registrant as specified in charter) Nevada 00-24723 88-0393257 (State or other jurisdiction of incorporation or organization) (Comm

May 23, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2013 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 STAKOOL, INC. (E

May 15, 2013 NT 10-Q

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NT 10-K OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: August 31, 2015 Washington, D.

April 24, 2013 EX-10.1

EMPLOYMENT AGREEMENT

EX-10.1 2 ex10-1.htm EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into effective as of April 20, 2013 by and between STAKOOL INC. (STKO.OB), a Corporation organized and existing under the laws of the State of Nevada (the “Company”), and Kevin P. Quirk (“Executive”). RECITALS Executive developed or co-developed the concept, strategy, dire

April 24, 2013 EX-10.2

Stakool, Inc. Announces Kevin P. Quirk as New CEO

Exhibit 10.2 Stakool, Inc. Announces Kevin P. Quirk as New CEO Company to Focus on Health and Wellness Brands JACKSONVILLE, Fla., April 17, 2013 /PRNewswire/ — Stakool, Inc. (STKO), a Florida-based corporation supplying natural and organic health and wellness products, announced the appointment of Kevin P. Quirk, effective April 20, 2013, as Chief Executive Officer and Member of the Board. Quirk b

April 24, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

Form 8-K 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 22, 2013 Stakool, Inc. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission Fil

April 24, 2013 SC 13G

FPFI / Fresh Promise Foods, Inc. / ASHER ENTERPRISES INC - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. )* STAKOOL, INC. (Name of issuer) Common Stock, $0.00001 par value per share (Title of class of securities) 85256R102 (CUSIP number) April 24, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

April 19, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 [ ] TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in its charter) Commis

April 16, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 [ ] TRANSITION REPORT UNDER SECTION

10-K 1 form10k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 OR [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in its charter) Commiss

April 1, 2013 NT 10-K

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NT 10-K OMB APPROVAL UNITED STATES OMB Number: ……… 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires:…………….

March 20, 2013 EX-99.3

March 15, 2013

March 15, 2013 To the Members of the Board of Stakool, Inc. 8640 Philips Highway Suite 5 Jacksonville, FL 32256 Dear Sirs: This letter confirms that I hereby resign from my position as a Director of Stakool, Inc. (the “Company”), and all other positions with the Company to which I have been assigned, regardless of whether I served in such capacity, effective immediately. My resignation is not the

March 20, 2013 8-K

Entry into a Material Definitive Agreement, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits -

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): March 15, 2013 Stakool, Inc. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Number)

March 20, 2013 EX-99.1

March 15, 2013

March 15, 2013 To the Members of the Board of Stakool, Inc. 8640 Philips Highway Suite 5 Jacksonville, FL 32256 Dear Sirs: This letter confirms that I hereby resign from my position as a Director, President, and Chief Executive Officer of Stakool, Inc. (the “Company”), and all other positions with the Company to which I have been assigned, regardless of whether I served in such capacity, effective

March 20, 2013 EX-10.2

1111 Alderman Dr., Suite 210 Alpharetta, GA 30005 Ph. 770 521 1330 Fax. 770 521 0259

Exhibit 10.2 March 16, 2013 Re: Consulting Agreement Between Stakool Inc. and/or assigns. Mr. Canouse: Peter Hellwig , (“Hellwig”), submits this letter of engagement (the “Agreement”) setting forth the terms and conditions whereby HELLWIG will act as consultant for Stakool, Inc. and/or assigns (together with any affiliates, the “Company”) in advising the Company to explore, among other things, var

March 20, 2013 EX-99.2

15, 2013

March 15, 2013 To the Members of the Board of Stakool, Inc. 8640 Philips Highway Suite 5 Jacksonville, FL 32256 Dear Sirs: This letter confirms that I hereby resign from my position as a Director of Stakool, Inc. (the “Company”), and all other positions with the Company to which I have been assigned, regardless of whether I served in such capacity, effective immediately. My resignation is not the

March 20, 2013 EX-10.1

Assignment Agreement

Assignment Agreement THIS ASSIGNMENT Agreement (this “Assignment Agreement”) is made and entered into as of March 15, 2013 (the “Effective Date”), by PETER M.

January 23, 2013 S-8

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STAKOOL, INC. (Exact name of registrant as specified in its charter) Nevada 88-0393257 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8640 Philips Highway, Suite 5 Jacksonville, Florida 32256 (Address of princi

November 13, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 STAKOOL, INC. (E

October 10, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - CURRENT REPORT

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): September 21, 2012 Stakool, Inc. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Num

September 17, 2012 EX-4.1

STAKOOL, INC. 2012 INCENTIVE STOCK PLAN

Exhibit 4.1 STAKOOL, INC. 2012 INCENTIVE STOCK PLAN This STAKOOL, Inc. 2012 Incentive Stock Plan (the “Plan”) is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished by making long-term incentive awards under the Plan thereby providing Participants with a propr

September 17, 2012 S-8

- FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STAKOOL, INC (Exact name of registrant as specified in its charter) Nevada 88-0393257 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 8640 Philips Highway, Suite 5 Jacksonville Florida (Address of principal exec

September 4, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 Stakool, Inc. (Exac

August 31, 2012 EX-4.1

Certificate of Designation (PURSUANT TO NRS 78.1955)

Exhibit 4.1 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Designation (PURSUANT TO NRS 78.1955) Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 20120507596-07 Filing Date and Time 07/23/2012 2:15 PM Entity Number C22490-1997 USE BLACK INK ONLY

August 31, 2012 8-K

Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): July 23, 2012 Stakool, Inc. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Number)

August 31, 2012 EX-4.2

Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A 89 AND 92A)

Exhibit 4.2 ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov Certificate of Correction (PURSUANT TO NRS CHAPTERS 78, 78A, 80, 81, 82, 84, 86, 87, 87A, 88, 88A 89 AND 92A) Filed in the office of /s/ Ross Miller Ross Miller Secretary of State State of Nevada Document Number 20120590877-51 Filing Date and Time 08/28/2

August 9, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2012 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00-24723 STAKOOL, INC. (Exact

July 2, 2012 8-K

- CURRENT REPORT

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 27, 2012 Stakool, Inc. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Number)

May 29, 2012 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2012 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 00-24723 STAKOOL, INC. (Name of small business issuer in its charter) Nevada 88-0393

May 15, 2012 EX-10.4

EX-10.4

Exhibit 10.4

May 15, 2012 CORRESP

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Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 57492 Onaga Trail ∙ Yucca Valley, California 92284 1410 Washington Drive ∙ Stafford, Virginia 22554 (248) 515-6035 (Telephone) ∙ (248) 751-6030 (Facsimile) ∙ [email protected] *Admitted in Michigan 11 May 2012 Alexandra M. Ledbetter Staff Attorney Division of Corporation Finance

May 15, 2012 EX-10.5

AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC

Exhibit 10.5 AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC Pursuant to the scheduled payments in the Purchase Agreement entered into between Anthus Life Corp and Stakool, Inc. in July 2011, and the Amended Agreement, entered into in October 2011, and executed in November 2011, Peter Hellwig, and Kyle Gotshalk, have agreed to a revised schedule of payments, as well as certain r

May 15, 2012 EX-10.6

AMENDMENT TO AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC

Exhibit 10.6 AMENDMENT TO AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC Due to typographical errors, the following changes in the Amended Payment Schedule have been made (All Other Terms and Conditions Remain the Same): Paragraph 2 of The Amended Payment Schedule currently reads: 2. Preferred Shares All of the Issued and Outstanding Preferred Shares, currently held in an Escro

May 15, 2012 8-K/A

Entry into a Material Definitive Agreement, Changes in Registrant's Certifying Accountant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 15, 2011 Date of Report (Date of Earliest event reported) STAKOOL, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-24723 88-0393257 (State or other jurisdiction (Commission File (IRS Employer of inc

May 14, 2012 NT 10-Q

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: 3/31/2012 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tra

April 26, 2012 SC 13G

FPFI / Fresh Promise Foods, Inc. / Ironridge Global IV, Ltd. - FORM SC 13G Passive Investment

United states Securities and exchange commission WashinGton, d.c. 20549 Schedule 13G Under the securities exchange act of 1934 STAKOOL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 72452L105 (CUSIP Number) April 26, 2012 (Date of Event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: q Rule 13d-1

April 24, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 [ ] TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 00-24723 STAKOOL, INC. (Name of small business issuer in its charter) Neva

March 29, 2012 NT 10-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: 12/31/2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] T

March 22, 2012 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 15, 2011 Date of Report (Date of Earliest event reported) STAKOOL, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-24723 88-0393257 (State or other jurisdiction (Commission (IRS Employer of incorpor

March 22, 2012 EX-10.4

CONSULTING AGREEMENT ANTHUS LIFE CORP. DELPHINA GROUP CORP.

Exhibit 10.4 CONSULTING AGREEMENT BETWEEN ANTHUS LIFE CORP. AND DELPHINA GROUP CORP. This consulting agreement (“Agreement”) is made and entered into in duplicate this 1st day of August, 2009 (“Effective Date”), and between Anthus Life Corp., a Nevada corporation (“Corporation”), on the one hand and Delphina Group Corp., a Canadian corporation (“Consultant”), on the other hand. RECITALS A. As a re

March 22, 2012 EX-10.5

AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC

Exhibit 10.5 AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC Pursuant to the scheduled payments in the Purchase Agreement entered into between Anthus Life Corp and Stakool, Inc. in July 2011, and the Amended Agreement, entered into in October 2011, and executed in November 2011, Peter Hellwig, and Kyle Gotshalk, have agreed to a revised schedule of payments, as well as certain r

March 22, 2012 EX-10.6

AMENDMENT TO AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC

Exhibit 10.6 AMENDMENT TO AMENDED PAYMENT SCHEDULE BETWEEN ANTHUS LIFE CORP AND STAKOOL, INC Due to typographical errors, the following changes in the Amended Payment Schedule have been made (All Other Terms and Conditions Remain the Same): Paragraph 2 of The Amended Payment Schedule currently reads: 2. Preferred Shares All of the Issued and Outstanding Preferred Shares, currently held in an Escro

March 22, 2012 CORRESP

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Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 57492 Onaga Trail ∙ Yucca Valley, California 92284 1410 Washington Drive ∙ Stafford, Virginia 22554 (248) 515-6035 (Telephone) ∙ (248) 751-6030 (Facsimile) ∙ [email protected] *Admitted in Michigan 19 March 2012 Alexandra M. Ledbetter Staff Attorney Division of Corporation Finan

March 22, 2012 EX-10.3

RE: Shannon Miller

Exhibit 10.3 August 15, 2011 Peter Hellwig Anthus Life Corporation 8640 Philips Hwy., Bldg 1, Suite 5 Jacksonville, FL 32256 RE: Shannon Miller Dear Mr. Hellwig: This letter shall confirm that our client, Shannon Miller, herein referred to as Talent, has accepted your firm offer made on behalf of your organization, Anthus Life Corporation, herein referred to as Company, according to the following

March 12, 2012 CORRESP

-

Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 57492 Onaga Trail ∙ Yucca Valley, California 92284 1410 Washington Drive ∙ Stafford, Virginia 22554 (248) 515-6035 (Telephone) ∙ (248) 751-6030 (Facsimile) ∙ [email protected] *Admitted in Michigan 12 March 2012 Anne Nguyen Parker, Branch Chief Alexandra M. Ledbetter, Staff Atto

February 29, 2012 8-K

Other Events

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 January 20, 2012 Date of Report (Date of Earliest event reported) STAKOOL, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-24723 88-0393257 (State or other jurisdiction (Commission File (IRS Employer Identifica

February 21, 2012 CORRESP

-

Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 57492 Onaga Trail ∙ Yucca Valley, California 92284 1410 Washington Drive ∙ Stafford, Virginia 22554 (248) 515-6035 (Telephone) ∙ (248) 751-6030 (Facsimile) ∙ [email protected] *Admitted in Michigan 20 February 2012 Alexandra M. Ledbetter Staff Attorney Division of Corporation Fi

January 6, 2012 10-12G

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 STAKOOL, INC. Nevada 88-0393257 (State or other jurisdiction of (I.R.S. Employer Identification Incorporation or organization) No.) 8640 Philips Highway, Suite 5 Jacksonville, Florida 32256 (Address of pr

January 6, 2012 EX-13.1

ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JANUARY 1, 2011 TO JUNE 30, 2011 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS JANUARY 1, 2011 TO JUNE 30, 2011

Exhibit 13.1 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JANUARY 1, 2011 TO JUNE 30, 2011 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS JANUARY 1, 2011 TO JUNE 30, 2011 Balance Sheets as of June 30, 2011 F - 1 Statements of Operations for the periods ended June 30, 2011 F - 2 Statement of Stockholders’ Equity as of June 30, 2011 F - 3 Statements of Cash

January 6, 2012 EX-13.1

ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JANUARY 1, 2011 TO JUNE 30, 2011 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS JANUARY 1, 2011 TO JUNE 30, 2011

Exhibit 13.1 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS JANUARY 1, 2011 TO JUNE 30, 2011 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS JANUARY 1, 2011 TO JUNE 30, 2011 Balance Sheets as of June 30, 2011 F - 1 Statements of Operations for the periods ended June 30, 2011 F - 2 Statement of Stockholders’ Equity as of June 30, 2011 F - 3 Statements of Cash

January 6, 2012 CORRESP

-

CORRESP 1 filename1.htm Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 57492 Onaga Trail ∙ Yucca Valley, California 92284 1410 Washington Drive ∙ Stafford, Virginia 22554 (248) 515-6035 (Telephone) ∙ (248) 751-6030 (Facsimile) ∙ [email protected] *Admitted in Michigan 5 January 2012 Alexandra M. Ledbetter Staff Attorney Divi

January 6, 2012 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 15, 2011 Date of Report (Date of Earliest event reported) STAKOOL, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-24723 88-0393257 (State or other jurisdiction (Commission File (IRS Employer of inc

December 16, 2011 CORRESP

-

Sharon D. Mitchell, Attorney at Law SD Mitchell & Associates, PLC 829 Harcourt Rd. ∙ Grosse Pointe Park, Michigan 48230 57492 Onaga Trail ∙ Yucca Valley, California 92284 1410 Washington Drive ∙ Stafford, Virginia 22554 (248) 515-6035 (Telephone) ∙ (248) 751-6030 (Facsimile) ∙ [email protected] *Admitted in Michigan 14 December 2011 Alexandra M. Ledbetter Staff Attorney Division of Corporation Fi

November 18, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 00-24723 STAKOOL, INC. (Name of small business issuer in its charter) Nevada 88-

November 15, 2011 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: 9/30/2011 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Tra

November 9, 2011 EX-13.3

ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 2010 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS DECEMBER 31, 2010

Exhibit 13.3 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 2010 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS DECEMBER 31, 2010 Report of Independent Registered Public Accounting Firm F - 1 Balance Sheets as of December 31, 2010 and 2009 F - 2 Statements of Operations for the periods ended December 31, 2010 and 2009 and the period from June 4

November 9, 2011 EX-10.2

CONSULTING AGREEMENT

EX-10.2 4 ex10-2.htm CONSULTING AGREEMENT WITH KYLE GOTSHALK Exhibit 10.2 CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement") is made this 20th day of October, 2011, between Stakool, Inc., a Nevada corporation (the "Company”), and Kyle Gotshalk ("Consultant.") RECITALS A. The Company desires to be assured of the association and services of Consultant in order to avail itself of Consultant's expe

November 9, 2011 EX-13.1

Unaudited Financial Statements for Stakool, Inc. for the quarter ending June 30, 2011

Exhibit 13.1 Unaudited Financial Statements for Stakool, Inc. for the quarter ending June 30, 2011 STAKOOL. INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS June 30, December 31, 2011 2010 (audited) ASSETS: CURRENT ASSETS Cash and cash equivalents $ 704 $ 7,305 Total Current Assets $ 704 $ 7,305 Other assets Notes Receivable 200,000 200,000 Investments, Net -0- -0- TOTAL ASSETS $ 200,704 $ 207,30

November 9, 2011 EX-2.0

EX-2.0

November 9, 2011 EX-13.5

STAKOOL, INC. TABLE OF CONTENTS JUNE 30, 2011

Exhibit 13.5 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. On October 31, 2011, Anthus Life Corp. (“Anthus”) completed its acquisition of the shares and certain assets of Stakool, Inc. (“STKO”). The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies. The unaudited pro forma combined financial statements ar

November 9, 2011 EX-13.4

STAKOOL, INC. TABLE OF CONTENTS DECEMBER 31, 2010 AND 2009

Exhibit 13.4 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION. On October 31, 2011, Anthus Life Corp. (?Anthus?) completed its acquisition of the shares and certain assets of Stakool, Inc. (?STKO?). The following unaudited pro forma combined balance sheets and income statements are based on historical financial statements of the companies. The unaudited pro forma combined financial statements ar

November 9, 2011 8-K/A

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 September 15, 2011 Date of Report (Date of Earliest event reported) STAKOOL, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-24723 88-0393257 (State or other jurisdiction (Commission File Number) (IRS Employe

November 9, 2011 EX-10.1

AGREEMENT AND PLAN OF REORGANIZATION by and among STAKOOL, INC., a Nevada Corporation ANTHUS LIFE CORP, a Nevada Corporation. October 25, 2011 AGREEMENT AND PLAN OF REORGANIZATION

EX-10.1 3 ex10-1.htm AGREEMENT AND PLAN OF REORGANIZATION Exhibit 10.1 AGREEMENT AND PLAN OF REORGANIZATION by and among STAKOOL, INC., a Nevada Corporation and ANTHUS LIFE CORP, a Nevada Corporation. October 25, 2011 AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, made and entered into as of this 25th day of October, 2011 (the “Agreement”), by and among Stakool, In

November 9, 2011 EX-2.0

AMENDED AGREEMENT OF PURCHASE AND SALE

EX-2.0 2 ex2-0.htm AMENDED AGREEMENT OF PURCHASE AND SALE BETWEEN STAKOOL, INC. AND ANTHUS LIFE CORP. Exhibit 2.0 AMENDED AGREEMENT OF PURCHASE AND SALE This Amended Agreement is made effective as of October 25, 2011, between Stakool, Inc., a publicly trading Nevada Corporation and Anthus Life Corp., a privately held Nevada Corporation, and supersedes any previous Agreement entered into between St

November 9, 2011 EX-13.2

ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 2009 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS DECEMBER 31, 2009

Exhibit 13.2 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 2009 ANTHUS LIFE CORP. (A DEVELOPMENT STAGE COMPANY) TABLE OF CONTENTS DECEMBER 31, 2009 Report of Independent Registered Public Accounting Firm F - 1 Balance Sheet as of December 31, 2009 F - 2 Statement of Operations for the period from June 4, 2009 (Date of Inception) to December 31, 2009 F - 3 Statem

November 9, 2011 EX-10.1

EX-10.1

November 9, 2011 EX-10.2

EX-10.2

September 22, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 September 15, 2011 Date of Report (Date of Earliest event reported) STAKOOL, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 000-24723 88-0393257 (State or other jurisdiction (Commission (IRS Employer of incorporat

September 22, 2011 EX-13.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION

Exhiobit 13.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 00-24723 STAKOOL, INC. (Name of small business issuer in its

September 22, 2011 EX-13.1

EX-13.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 00-24723 STAKOOL, INC. (Name of small business issuer in its charter) 1856

August 15, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 00-24723 STAKOOL, INC. (Name of small business issuer in its charter) Neva

May 11, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in Charter) NEVADA 000-24723 88-0393

April 13, 2011 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X . ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-24723 Stakool, Inc. (Name of sma

April 13, 2011 EX-10

EX-10

Exhibit 10.1

March 31, 2011 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

NT 10-K 1 stakool10k12311012b25.htm FORM 12B-25 NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): X Form 10-K Form 20-F Form 11-K Form 10-Q Form 10-D Form N-SAR Form N-CSR For Period Ended: 12/31/2010 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Tra

January 5, 2011 EX-16

LETTER FROM FORMER AUDITOR

Exhibit 16.1 LETTER FROM FORMER AUDITOR Larry O?Donnell January 5, 2011 Securities and Exchange Commission 100 F Street NE Washington DC 20549 Gentlemen: We have read and agree with the comments contained in Item 4 to Form 8-K of Stakool, Inc., dated January 5, 2011, as they relate to our firm. We have no knowledge related to the engagement of the new auditor. /s/ Larry O'Donnell, CPA, P.C. Larry

January 5, 2011 8-K

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): December 14, 2010 STAKOOL, INC.

FORM 8-K 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): December 14, 2010 STAKOOL, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-24723 (Commission File Numbe

January 4, 2011 CORRESP

STAKOOL, INC. 18565 SOLEDAD CANYON RD., SUITE #153 CANYON COUNTRY, CA 91351

SEC Response Letter STAKOOL, INC. 18565 SOLEDAD CANYON RD., SUITE #153 CANYON COUNTRY, CA 91351 January 3, 2011 VIA EDGAR Securities and Exchange Commission 100 F Street, N.W. Division of Corporate Finance Washington, D.C. 20549 Re: Stakool, Inc. Dear Linda Cvrkel: Below are the responses to your comments as to your letter of December 29, 2010, 1. We note your comments concerning the PCAOB revokin

December 30, 2010 8-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 28, 2010 Date of Report (Date of Earliest Event Reported) STAKOOL, INC. (Exact name

8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DECEMBER 28, 2010 Date of Report (Date of Earliest Event Reported) STAKOOL, INC. (Exact name of registrant as specified in its charter) NEVADA 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Number) (I

November 12, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in Charter) NEVADA 000-2472

October 27, 2010 8-K

Entry into a Material Definitive Agreement

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-1004 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OCTOBER 25, 2010 Date of Report (Date of Earliest Event Reported) STAKOOL, INC. (Exact name of registrant as specified in its charter) NEVADA 000-24723 88-0393257 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S.

August 6, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2010 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in Charter) NEVADA 000-24723 88-

June 7, 2010 8-K

Current Report

U.S. 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 7, 2010 Stakool, Inc. (Name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-24723 88-0393257 (Commission File Number) (I.R.

May 14, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2010 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in Charter) NEVADA 000-24723 88-0393

March 30, 2010 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in Ch

March 30, 2010 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in Charter

March 30, 2010 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 . TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 STAKOOL, INC. (Exact name of registrant as specified in Charte

March 30, 2010 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) X . ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2009 . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-24723 Stakool, Inc. (Name of sma

December 30, 2009 8-K

U.S. 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): December 16, 2009 Stakool, Inc. (Name of s

FORM 8-K U.S. 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): December 16, 2009 Stakool, Inc. (Name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-24723 88-0393257 (Commission File

December 7, 2009 EX-16

2

Exhibit 16.1 Larry O'Donnell, CPA, P.C. Telephone (303) 745-4545 2228 South Fraser Street Fax (303) 369-9384 Unit I Email [email protected] Aurora, Colorado 80014 www.larryodonnellcpa.com December 3, 2009 Board of Directors Mod Hospitality, Inc. 11710 Old Georgetown Road, Suite 808 North Bethesda, Maryland 20852 This letter is to confirm the arrangements of my engagement and the nature and

December 7, 2009 8-K

US 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): December 4, 2009 Mod Hospitality, Inc. (Name

8K US 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): December 4, 2009 Mod Hospitality, Inc. (Name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-24723 88-0393257 (Commission File

December 4, 2009 EX-99

16 September 2009

Exhibit 99.1 Exhibit 99.1 16 September 2009 Mr. Frederic Richardson Chief Executive Officer Mod Hospitality, Inc. 11710 Old Georgetown Road, Suite 808 North Bethesda, MD 20852 Re: Mod Hospitality, Inc. (“the Company”) Dear Mr. Richardson: Because of the past due fees owed to Conner & Associates, PC for the audit of the financial statements of Mod Hospitality, Inc. for the year ended December 31, 2

December 4, 2009 8-K

Current Report

US 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): September 16, 2009 Mod Hospitality, Inc. (Name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-24723 88-0393257 (Commission File N

December 4, 2009 EX-16

04 December 2009

EX-16 2 mod8k120409ex161.htm EX. 16.1 LETTER FROM CONNER & ASSOCIATES, PC Exhibit 16.1 04 December 2009 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Mod Hospitality, Inc. 8-K To the Securities and Exchange Commission: Please be advised that we have been presented with a copy of Form 8-K of Mod Hospitality, Inc. (“the Company”) in regard to our firm’s resignation e

November 23, 2009 8-K

Current Report

U.S. 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): August 4, 2009 Mod Hospitality, Inc. (Name of small business issuer as specified in its charter) Nevada (State or other jurisdiction of incorporation) 000-24723 88-0393257 (Commission File Num

November 13, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MOD HOSPITALITY, INC. (Exact name of registrant as specified in Charter) NEVADA 000-247

August 19, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MOD HOSPITALITY, INC. (Exact name of registrant as specified in Charter) NEVADA 000-24723 88

August 17, 2009 NT 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-2472

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25/A NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2009 o Tr

August 14, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2009 o Tran

June 5, 2009 8-K

Current Report

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): May 20, 2009 MOD HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State of Incorporation) (Commission File Number) (IRS Employer I

June 3, 2009 EX-16.1

June 3, 2009

EX-16.1 2 mod8k-ex1601.htm LETTER Exhibit 16.1 June 3, 2009 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the attached Item 4.01 of Form 8-K for Mod Hospitality, Inc. f/k/a PSPP Holdings, Inc., which we understand will be filed with the Securities and Exchange Commission, as part of the Form 8-K of Mod Hospitality, Inc. f/k/a PSPP Holdings,

June 3, 2009 8-K

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): July 9, 2008 Mod Hospitality, Inc

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): July 9, 2008 Mod Hospitality, Inc. (Exact name of registrant as specified in its charter) Nevada 000-24723 88-0393257 (State of Incorporation) (Commission File Number) (IRS Employer I

May 20, 2009 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 MOD HOSPITALITY, INC. (Exact name of registrant as specified in Charter) NEVADA 000-24723 8

May 15, 2009 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2009 o Tra

April 15, 2009 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-24723 Mod Hospitality, Inc. (Name of sm

April 15, 2009 EX-14

Mod Hospitality, Inc. FINANCIAL CODE OF ETHICS

EXHIBIT 14 Mod Hospitality, Inc. FINANCIAL CODE OF ETHICS As a public company, it is of critical importance that Mod Hospitality, Inc. (“Mod Hospitality”) filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with Mod Hospitality, employees may be called upon to provide information to assure that Mod Hospitality’s public reports are complete, fair,

April 7, 2009 CORRESP

Mod Hospitality, Inc. 11710 Old Georgetown Road, Suite 808 North Bethesda, Maryland 20852

Mod Hospitality, Inc. 11710 Old Georgetown Road, Suite 808 North Bethesda, Maryland 20852 April 7, 2009 Via U.S. mail and facsimile Ms. Heather Clark Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Mail Stop 6010 Washington, D.C. 20549 Re: Mod Hospitality, Inc. (fka PSPP Holdings, Inc.) Form 8-K Filed October 27, 2008 File No. 000-24723 Dear Ms. Clark: We are

April 7, 2009 EX-99.1

Proforma Unaudited Condensed Financial Information Reflecting the Effects of the Acquisition

Exhibit 99.1 (Revised April 6, 2009) Proforma Unaudited Condensed Financial Information Reflecting the Effects of the Acquisition Introduction The following unaudited condensed financial information presents the proforma unaudited consolidated balance sheets of Mod Hospitality, Inc. (f/k/a PSPP Holdings, Inc.) and Subsidiaries as of June 30, 2008 along with the proforma unaudited consolidated stat

April 7, 2009 8-K/A

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to 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): October 27, 2008 Mod Hospitality, Inc. (Exact name of registrant as specified in Charter) Nevada 000-24723 88-0393257 (State or other jurisdiction of incorporation or organizatio

April 7, 2009 EX-99.2

ECRV Hanover Hospitality Leaseco, LLC ECRV Clinton Leaseco, LLC ECRV FM Leaseco, LLC Combined Financial Statements December 31, 2007 and 2006 ECRV Hanover Hospitality Leaseco, LLC ECRV Clinton Leaseco, LLC ECRV FM Leaseco, LLC Table of Contents Decem

EXHIBIT 99.2 ECRV Hanover Hospitality Leaseco, LLC ECRV Clinton Leaseco, LLC ECRV FM Leaseco, LLC Combined Financial Statements December 31, 2007 and 2006 ECRV Hanover Hospitality Leaseco, LLC ECRV Clinton Leaseco, LLC ECRV FM Leaseco, LLC Table of Contents December 31, 2007 and 2006 and ECRV Hanover Hospitality Leaseco, LLC for the period June 16, 2006 (date of inception) to December 31, 2007 ECR

March 31, 2009 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2009 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-24723 CUSIP NUMBER (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: December 31, 2008 o

November 19, 2008 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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) November 17, 2008 MOD HOSPITALITY, INC. (Exact name of Registrant as Specified in its Charter) Nevada 000-24723 88-0393257 (State or Other Jurisdiction (Commission file Number) (IRS Em

November 19, 2008 10-Q/A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No.

November 17, 2008 10-Q

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-24723 MOD HOSPITALITY, INC.

November 14, 2008 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) [] Form 10-K [] Form 20-F [] Form 11-K [X] Form 10-Q [] Form 10-D [] Form N-SAR [] Form N-CSAR For Period Ended: September 30, 2008 For Period Ended: [] Transition Report on Form 10-K [] Transition Report on Form 20-F [] Transition Report on Form 11-K [] Transition Report on F

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