CUSIP No. 35804E 103
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Fresh Harvest Products, Inc.
(Name of Issuer)
Common Stock
$0.0001 Par Value
(Title of Class of Securities)
35804E 103
(CUSIP Number)
Michael Jordan Friedman
Fresh Harvest Products, Inc.
280 Madison Avenue, Suite 1005
New York, New York 10016
_________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page)
CUSIP No. 35804E 103
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SCHEDULE 13D
1 | NAME OF REPORTING PERSON | ||
| Michael Jordan Friedman | ||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||
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3 | SEC USE ONLY | ||
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4 | SOURCE OF FUNDS | ||
| OO | ||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ | ||
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| United States of America | ||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 |
| SOLE VOTING POWER |
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| 956,928,040 shares of common stock(1) | |
| 8 |
| SHARED VOTING POWER |
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| 0 |
| 9 |
| SOLE DISPOSITIVE POWER |
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| 956,928,040 shares of common stock(1) |
| 10 |
| SHARED DISPOSITIVE POWER |
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| 0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 956,928,040 shares of common stock(1) | ||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 48.54% of common stock(2) | ||
14 | TYPE OF REPORTING PERSON | ||
| IN | ||
(1) Fresh Harvest Products, Inc. (the “Issuer”) Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”), has a par value $0.0001 per share (the “Series A Preferred Stock”). The Certificate of Designations, among other things, provides that each share of Series A Preferred Stock is generally convertible into 100 shares of the Issuer’s common stock (the “Conversion Rate”). Each share of Series A Preferred Stock will automatically be converted into shares of common stock at the then effective Conversion Rate for such share immediately upon the election of the Issuer. The Certificate of Designations further provides that on any matter presented to the stockholders of the Issuer for their action or consideration at any meeting of stockholders of the Issuer (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock would be entitled to cast the number of votes equal to
CUSIP No. 35804E 103
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the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. For purposes of the foregoing sentence, the Conversion Amendment shall be deemed to be in full force and all shares of Series A Preferred Stock would be considered to be fully convertible into shares of common stock without restriction. Except as provided by law or by the other provisions of the Issuer’s Certificate of Incorporation, holders of Series A Preferred Stock vote together with the holders of common stock as a single class.
Includes 456,928,040 shares of common stock and assumes the conversion of 5,000,000 shares of Series A Preferred Stock held by Michael Jordan Friedman (the “Reporting Person”) into 500,000,000 shares of common stock.
(2) Applicable percentage of ownership is based on 1,068,934,779 shares of common stock outstanding as of October 1, 2012 together with securities exercisable or convertible into shares of common stock within 60 days of October 1, 2012 held by the Reporting Person. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of October 1, 2012 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of this calculation, the Reporting Person has assumed that all outstanding shares of Series A Preferred Stock will be convertible into shares of the Issuer’s common stock within 60 days of October 1, 2012.
Item 1.
Security And Issuer
This Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Fresh Harvest Products, Inc. (the “Issuer”). The principal executive office of the Issuer is located at 280 Madison Avenue, Suite 1005, New York, New York 10016.
Item 2.
Identity And Background
| (a) |
| This Schedule 13D is being filed by Michael Jordan Friedman (the “Reporting Person”). |
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| (b) |
| The business address of the Reporting Person is 280 Madison Avenue, Suite 1005, New York, New York 10016. |
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| (c) |
| The Reporting Person is the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Issuer. The Issuer is a developer of proprietary brands and a marketer of organic and natural food products. |
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| (d) |
| During the last five years, the Reporting Person has not been convicted in a criminal proceeding. |
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| (e) |
| During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
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| (f) |
| United States of America |
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Item 3.
Source And Amount Of Funds Or Other Consideration
On October 1, 2012, the Issuer entered into a letter agreement with the Reporting Person pursuant to which the Issuer and the Reporting Person agreed that an aggregate of $274,000 in liabilities ($228,000 in accrued but unpaid compensation and $46,000 in accrued but unpaid Director’s fees) would be converted in an aggregate 413,333,333 common shares and 5,000,000 shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). Pursuant to terms of the Issuer’s Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”) each outstanding share of Series A Preferred Stock is convertible into one hundred (100) shares of Common Stock.
Item 4. Purpose Of Transaction
See Item 3 with respect to the consideration for the issuance of the Series A Preferred Stock.
Item 5. Interest In Securities Of The Issuer
(a)-(b) As of As of October 2, 2012, the Reporting Person holds 456,928,040 shares of common stock and 5,000,000 shares of Series A Preferred Stock (the Reporting Person has the sole power to vote and to dispose of such shares). Assuming the conversion of 5,000,000 shares of Series A Preferred Stock held by the Reporting Person into 500,000,000 shares of common stock, as of October 2, 2012, the Reporting Person beneficially owns 48.54% of the Issuer’s common stock. Such percentage ownership is based on 1,068,943,779 shares of common stock outstanding as of October 2, 2012 together with securities exercisable or convertible into shares of common stock within 60 days of October 2, 2012 held by the Reporting Person. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of October 2, 2012 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of this calculation, the reporting person has assumed that all outstanding shares of Series A Preferred Stock held by the Reporting Person will be convertible into shares of the Company’s common stock within 60 days of October 2, 2012.
(c)
See Item 3.
(d)
Not applicable.
(e)
Not applicable.
Item 6. Contract, Arrangements, Understandings Or Relationships With Respect To Securities Of The Issuer
The Reporting Person is the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Issuer.
As of October 31, 2011, the Reporting Person had personally guaranteed $133,868 of outstanding loans to the Issuer.
On October 1, 2012, the Issuer entered into a letter agreement with the Reporting Person pursuant to which the Issuer and the Reporting Person agreed that an aggregate of $274,000 in liabilities ($228,000 in accrued but unpaid compensation and $46,000 in accrued but unpaid Director’s fees) would be converted 413,333,333 common shares and 5,000,000 shares of Series A Convertible Preferred Stock.
Item 7. Material to be Filed as Exhibits
Exhibit No. | Description |
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Exhibit 99 | Letter Agreement dated October 1, 2012 between the Issuer and the Reporting Person. | Provided herewith |
CUSIP No. 35804E 103
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 3, 2012 |
REPORTING PERSON:
MICHAEL JORDAN FRIEDMAN
/s/ Michael Jordan Friedman
