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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

o                  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

Item 2.03

Creation of a Direct Financial Obligation of the Registrant.

Item 3.02

Unregistered Sales of Equity Securities.

On October 6, 2008, Fresh Harvest Products, Inc. (the “Company”) entered into a 90 day promissory note with Joseph Cingari (the “Lender”) in the principal amount of $63,000.  The loan proceeds are to be used for the purchase of inventory. The note is secured by the inventory to be purchased of inventory and accounts receivable.  The other principal provisions of the note include:

·

Interest rate of 12.5% per annum;

·

Interest and principal due at the comppletion of the note term;

·

The above notwithstanding, if the Company receives gross equity financing in excess of $100,000 during the term of the note, the Company will prepay the principal at a rate of up to $7,500 per $100,000 in gross equity proceeds received. The amount of this prepayment is to be determined at the sole option of the  Company; and

·

The issuance of 500,000 shares of the Company’s common stock to the Lender upon receipt of the loan proceeds by the Company..

A copy of the secured note is incorporated by reference thereto and attached as an Exhibit 10.1 hereto. The foregoing descriptions of the promissory note is qualified in it’s entirety by reference to the full text of attached exhibit.