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
PROMISE FOODS, INC.
(Exact Name of registrant
as specified in its charter)
Nevada |
|
88-0393257 |
(State or
other Jurisdiction of |
|
(I.R.S.
Employer |
incorporation
or organization) |
|
Identification
Number) |
1111
Alderman Drive, Suite 210
Alpharetta,
Georgia 30005
(Address
of Principal Executive Offices)
(770)
521-9826
(Registrant’s
telephone number, including area code)
Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:
[ ] |
Large
Accelerated Filer |
[ ] |
Accelerated
Filer |
|
|
|
|
[ ] |
Non-Accelerated
Filer |
[X] |
Smaller
Reporting Company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No
[X]
As of October 29, 2014, there were 637,190,087
shares outstanding of the registrant’s common stock.
TABLE
OF CONTENTS
PART
I. FINANCIAL INFORMATION
ITEM
I. FINANCIAL STATEMENTS
Fresh
Promise Foods, Inc.
Consolidated
Balance Sheet
| |
September
30, 2014 | | |
December
31, 2013 | |
| |
| (Unaudited) | | |
| | |
Assets | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 12,325 | | |
$ | 33,335 | |
Inventory | |
| 9,219 | | |
| - | |
Total Current Assets | |
| 21,544 | | |
| 33,335 | |
| |
| | | |
| | |
Property Plant & Equipment, Net | |
| 25,641 | | |
| - | |
Website Development & Software Purchased | |
| 3,417 | | |
| - | |
Total
Assets | |
$ | 50,602 | | |
$ | 33,335 | |
| |
| | | |
| | |
Liabilities
and Stockholder’s Deficit | |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable | |
$ | 235,317 | | |
$ | 236,797 | |
Accrued interest | |
| 29,249 | | |
| 32,958 | |
Convertible note payable, net of discounts & premiums | |
| 397,205 | | |
| 228,615 | |
Accrued salaries due officers | |
| 250,820 | | |
| 64,000 | |
Amounts due former officers under consulting agreements | |
| - | | |
| 47,000 | |
Convertible note derivative liability | |
| 1,507,338 | | |
| 156,549 | |
Loan due related parties | |
| 3,600 | | |
| - | |
Stock payable for acquisition | |
| - | | |
| 170,648 | |
Total Current Liabilities | |
| 2,423,529 | | |
| 936,567 | |
Total
Liabilities | |
| 2,423,529 | | |
| 936,567 | |
| |
| | | |
| | |
Common stock - par value $0.00001 2,000,000,000 shares authorized,
424,887,581 and 62,676,958 shares outstanding, respectively | |
| 4,249 | | |
| 627 | |
Preferred stock series C - par value $0.00001 100,000,000
shares authorized, 308,180 and 341,180 shares outstanding, respectively. | |
| 3 | | |
| 3 | |
Preferred stock series B - no par value, 10 shares authorized,
and 2 and 1 share outstanding, respectively. | |
| - | | |
| - | |
Additional paid in capital | |
| 7,008,810 | | |
| 6,704,649 | |
Accumulated deficit | |
| (9,385,989 | ) | |
| (7,608,511 | ) |
Total Stockholders’ Deficit | |
| (2,372,927 | ) | |
| (903,232 | ) |
Total
Liabilities and Stockholders’ Deficit | |
$ | 50,602 | | |
$ | 33,335 | |
See
accompanying notes to unaudited consolidated financial statements.
Fresh
Promise Foods, Inc.
Consolidated
Statement of Operations
Unaudited
| |
3
Months Ended | | |
9
Months Ended | |
| |
September
30, 2014 | | |
September
30, 2013 | | |
September
30, 2014 | | |
September
30, 2013 | |
Revenues | |
$ | - | | |
$ | - | | |
$ | - | | |
$ | 64 | |
Cost
of Goods Sold | |
| (128 | ) | |
| - | | |
| 3,008 | | |
| 2,515 | |
Gross
Margin | |
| 128 | | |
| - | | |
| (3,008 | ) | |
| (2,451 | ) |
| |
| | | |
| | | |
| | | |
| | |
Operating
Expenses | |
| | | |
| | | |
| | | |
| | |
Rent | |
| 11,147 | | |
| - | | |
| 14,722 | | |
| - | |
Professional
fees | |
| 108,195 | | |
| 67,765 | | |
| 241,554 | | |
| 276,028 | |
Office
expense | |
| 2,318 | | |
| - | | |
| 2,541 | | |
| 8,962 | |
Investor
and public relations | |
| 2,205 | | |
| 5,777 | | |
| 13,786 | | |
| 14,775 | |
Communication | |
| 2,650 | | |
| - | | |
| 4,631 | | |
| 2,381 | |
Bank
services | |
| 683 | | |
| - | | |
| 921 | | |
| 681 | |
Travel
and entertainment | |
| 8,377 | | |
| 3,809 | | |
| 15,690 | | |
| 6,978 | |
General
and administrative expense | |
| 27,530 | | |
| - | | |
| 50,228 | | |
| - | |
Payroll
and related expense | |
| 27,000 | | |
| - | | |
| 337,668 | | |
| - | |
License
and permits | |
| - | | |
| 2,675 | | |
| - | | |
| 2,834 | |
Other
miscellaneous expenses | |
| - | | |
| 330 | | |
| - | | |
| 395 | |
Depreciation | |
| - | | |
| 100 | | |
| - | | |
| 200 | |
Stock
based compensation | |
| - | | |
| - | | |
| 2,950 | | |
| 29,570 | |
Total
Operating Expenses | |
| 190,105 | | |
| 80,456 | | |
| 684,691 | | |
| 342,804 | |
| |
| | | |
| | | |
| | | |
| | |
Loss
from operations | |
| (189,977 | ) | |
| (80,456 | ) | |
| (687,699 | ) | |
| (345,255 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other
expenses | |
| | | |
| | | |
| | | |
| | |
Debt
forgiveness | |
| - | | |
| - | | |
| (22,000 | ) | |
| - | |
liability | |
| 850,080 | | |
| (69,508 | ) | |
| 477,585 | | |
| (149,757 | ) |
Derivative
liability expense | |
| 144,873 | | |
| 7,472 | | |
| 378,166 | | |
| 40,874 | |
(Gain)
loss on note conversion | |
| (4,650 | ) | |
| - | | |
| 670 | | |
| - | |
Loss
on Impairment | |
| - | | |
| 628 | | |
| - | | |
| 628 | |
Other
expense - other | |
| - | | |
| - | | |
| (97 | ) | |
| - | |
(Gain)
Loss on stock issuance | |
| (42,064 | ) | |
| 18,500 | | |
| (93,064 | ) | |
| 48,200 | |
Interest
expense | |
| 154,439 | | |
| 53,302 | | |
| 348,520 | | |
| 162,302 | |
| |
| 1,102,678 | | |
| 10,394 | | |
| 1,089,780 | | |
| 102,247 | |
| |
| | | |
| | | |
| | | |
| | |
Loss
before provision for income tax | |
| (1,292,655 | ) | |
| (90,850 | ) | |
| (1,777,479 | ) | |
| (447,502 | ) |
| |
| | | |
| | | |
| | | |
| | |
Provision
for income tax | |
| - | | |
| - | | |
| - | | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Net
Loss | |
$ | (1,292,655 | ) | |
$ | (90,850 | ) | |
$ | (1,777,479 | ) | |
$ | (447,502 | ) |
| |
| | | |
| | | |
| | | |
| | |
Net
Loss per share: Basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Weighted
Average Number of Shares Outstanding: Basic and diluted | |
| 239,203,220 | | |
| 43,089,661 | | |
| 139,897,770 | | |
| 32,679,708 | |
See
accompanying notes to unaudited consolidated financial statements.
Fresh
Promise Foods, Inc.
Consolidated
Statements of Cash flows
Unaudited
| |
9 Months Ended | |
| |
September 30, 2014 | | |
September 30, 2013 | |
OPERATING
ACTIVITIES | |
| | | |
| | |
Net loss from operations | |
$ | (1,777,479 | ) | |
$ | (447,502 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization of debt discount | |
| 288,821 | | |
| 101,328 | |
(Gain) on Change in value of derivative liability | |
| 477,585 | | |
| (149,757 | ) |
Derivative liability expense | |
| 378,166 | | |
| 40,874 | |
Debt forgiveness | |
| (22,000 | ) | |
| - | |
Other expense - other | |
| (97 | ) | |
| - | |
Decrease in rental deposit | |
| - | | |
| 1,700 | |
(Gain) Loss on stock issuance | |
| (93,064 | ) | |
| 48,200 | |
Notes issued for professional services | |
| - | | |
| 124,500 | |
Premium expense | |
| - | | |
| 48,912 | |
Other current asset | |
| 112,356 | | |
| - | |
Other current liability | |
| 103,136 | | |
| - | |
Stock based compensation | |
| 2,950 | | |
| 29,570 | |
Amount due current and former officer | |
| (47,000 | ) | |
| - | |
Depreciation | |
| - | | |
| 200 | |
Loss on Impairment | |
| - | | |
| 843 | |
Changes in working capital items | |
| | | |
| | |
Accrued salaries | |
| 186,828 | | |
| - | |
Decrease in other liabilities | |
| - | | |
| 76,974 | |
Settlement of amount due former officer | |
| - | | |
| - | |
Advances from related parties | |
| 3,600 | | |
| 436 | |
(Increase) in account receivable | |
| - | | |
| (2,816 | ) |
Decrease in accounts payable | |
| (1,480 | ) | |
| 1,510 | |
Decrease in accrued interest | |
| (3,709 | ) | |
| 10,733 | |
Cash flow from operating activities | |
| (391,387 | ) | |
| (114,295 | ) |
| |
| | | |
| | |
INVESTING
ACTIVITIES | |
| | | |
| | |
PP&E | |
| (25,641 | ) | |
| - | |
Website development | |
| (3,417 | ) | |
| - | |
| |
| (29,058 | ) | |
| - | |
FINANCING
ACTIVITIES | |
| | | |
| | |
| |
| | | |
| | |
Proceeds from note payable | |
| 399,435 | | |
| 182,250 | |
Proceeds from stock sale | |
| - | | |
| 5,000 | |
Cash flow from financing | |
| 399,435 | | |
| 187,250 | |
| |
| | | |
| | |
Net change in cash | |
| (21,010 | ) | |
| 72,955 | |
Beginning cash | |
| 33,335 | | |
| 338 | |
Ending Cash | |
| 12,325 | | |
| 73,293 | |
| |
| | | |
| | |
Non-Cash Investing and Financing Activities: | |
| | | |
| | |
Record derivative liability on notes | |
$ | 1,350,789 | | |
$ | 279,174 | |
Conversion of note to common stock | |
$ | - | | |
$ | 171,550 | |
Issuance of promissory note for accrued expenses | |
$ | - | | |
$ | 154,500 | |
Issuance of shares under stock payable | |
$ | 170,648 | | |
$ | 51,800 | |
See
accompanying notes to unaudited consolidated financial statements.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2014
NOTE
1 – Nature of Business and Summary of Significant Accounting policies
Nature
of Business
Fresh
Promise Foods is a consumer products and marketing company focused on the high-margin multi-billion dollar health and wellness
food and beverage sectors. Under its wholly owned subsidiary, Harvest Soul Inc., the Company is building a production facility
in Atlanta, Ga. and will be launching a new brand and category in the organic, all-natural juice category.
On
March 15, 2013 all officers and directors resigned from the Company and Mr. Joseph C. Canouse was appointed President, Chief Executive
Officer, and Director.
On
April 17, 2013 Mr. Kevin P. Quirk joined the Company and was appointed President, Chief Executive Officer. Mr. Canouse, who continued
as a Director, assumed the title of Chief Financial Officer.
Effective
August 5, 2013 the Company completed a 1 for 100 reverse stock split, which reduced the number of issued and outstanding common
shares from 2,903,888,889 to approximately 29,039,066. Fractional shares produced as a result of this reverse stock split were
rounded up to the next whole share. The consolidated financial statements have been retroactively adjusted to reflect this reverse
stock split.
On
September 26, 2013 the name of the Company was changed to Fresh Promise Foods, Inc. and the Company also reduced the number of
authorized shares of common stock from four billion (4,000,000,000) to four hundred seventy five million (475,000,000).
On
May 28, 2014, the Company increased the number of authorized shares of common stock to nine hundred seventy five million shares
(975,000,000) from four hundred seventy five million (475,000,000).
On
June 2, 2014, Joseph C. Canouse resigned as Chairman of the Board of Directors (the “Board”) of Fresh Promise Foods,
Inc., a Nevada corporation (the “Company”), and as Chief Financial Officer of the Company. Mr. Canouse informed the
Company that his decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
On
June 4, 2014, the Board approved by unanimous written consent the appointment of Scott Martin as a member of the Board and Secretary
of the Company, effective as of such date.
On
June 4, 2014, the Board also approved by unanimous written consent the appointment of Mr. Kevin P. Quirk as Chairman of the Board.
Mr. Quirk currently serves as Chief Executive Officer & Chief Financial Officer of the Company and a director and will retain
his current positions.
On
September 1, 2014, the Company increased the number of authorized shares of common stock to two billion shares (2,000,000,000)
from nine hundred seventy five million shares (975,000,000).
ACCOUNTING
BASIS
The
Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP
accounting”). The Company has adopted a December 31 fiscal year end.
PRINCIPLES
OF CONSOLIDATION
The
consolidated financial statements include the financial statements of Fresh Promise Foods Inc. and its wholly-owned subsidiary
Harvest Soul Inc. All significant inter-company balances and transactions within the Company and subsidiary have been eliminated
upon consolidation.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2014
NOTE
1 – Nature of business and summary of significant accounting policies (continued)
CASH AND
CASH EQUIVALENTS
Fresh
Promise Foods Inc. considers all highly liquid investments with maturities of three months or less to be cash equivalents.
CASH FLOWS
REPORTING
The
Company follows ASC 230, Statement of Cash Flows, for cash flows reporting, classifies cash receipts and payments according to
whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect
or reconciliation method (“Indirect method”) as defined by ASC 230, Statement of Cash Flows, to report net cash flow
from operating activities by adjusting net loss to reconcile it to net cash flow from operating activities by removing the effects
of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts
and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.
FAIR
VALUE OF FINANCIAL INSTRUMENTS
The
Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates
that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.
USE
OF ESTIMATES
The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
INVENTORIES
Inventories
consist of bottles, closures, labels and boxes as well as certain raw materials that go into the production of the final product.
Inventory is stated at the lower of the cost or market. Cost is determined on the average cost method. Inventories are reviewed
and reconciled periodically.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2014
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTS
RECEIVABLE
The
Company’s has no Accounts Receivables. The Company charges off receivables if they determine that the amount is no longer
collectible. The allowance for doubtful accounts was zero at September 30, 2014 and December 31, 2013. Bad debt expense related
to customer receivables for the period ended September 30, 2014 and 2013 was zero and zero respectively.
NET
INCOME (LOSS) PER COMMON SHARE
Net
income (loss) per share is calculated in accordance with FASB ASC 260, “Earnings Per Share.” Basic net income (loss)
per common share is based on the weighted average number of shares of common stock outstanding at September 30, 2014 and 2013.
Diluted earnings per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the
basic weighted number of shares adjusted for any potentially dilutive debt or equity. At September 30, 2014 and 2013, the Company
had convertible notes and warrants outstanding that could be converted into approximately 567,425,057 common shares based up the
closing bid price of the company’s common stock at September 30, 2014.
REVENUE
RECOGNITION
The
Company derives revenue from the sale of its products. The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an
arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price
is fixed or determinable, and (iv) collectability is reasonably assured.
SHARE-BASED
EXPENSE
ASC
718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions
in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options,
and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees,
including grants of employee stock options, are recognized as compensation expense in the financial statements based on their
fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for
the award, known as the requisite service period (usually the vesting period).
The
Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC
505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is
based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments
issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance
completion date.
Share-based
expense for the 9 months ended September 30, 2014 and 2013 totaled $2,950 and $29,570, respectively.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2014
POLICY
ON WEBSITE DEVELOPMENT COST TO BE INCLUDED
Website
Development Costs
The
Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development
Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application
and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation
of the website are expensed as incurred.
The
Company placed into service its main website (www.freshpromisefoods.com) in 2013. All costs associated with these websites are
subject to straight-line amortization over there expected useful life, a five year period.
RECENT ACCOUNTING
PRONOUNCEMENTS
Except
for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered
standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature
recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes
any effect will not have a material impact on the Company’s present or future financial statements.
NOTE
2 – PROPERTY AND EQUIPMENT
Property
and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives
of the equipment. The useful lives are estimated to be between 3 and 7 years. Depreciation expense amount for 9 months ended was
zero and $100 for the quarters ended September 30, 2014 and 2013, respectively. Property and equipment consisted of the following
at September 30, 2014 and September 30, 2013:
| |
September
30, 2014 | | |
December
31, 2013 | |
Furniture and fixtures | |
$ | 3,389 | | |
$ | 1,841 | |
Production equipment | |
| 24,092 | | |
| - | |
Total property and equipment | |
| 27,481 | | |
| 1,841 | |
Less: Accumulated depreciation | |
| (1,840 | ) | |
| (1,213 | ) |
Property and equipment, net. | |
$ | 25,641 | | |
$ | 628 | |
Impairment expense | |
| - | | |
| (828 | ) |
Property and equipment, net
| |
| 25,641 | | |
| - | |
NOTE
3 – RELATED PARTY TRANSACTIONS
At
the time of his appointment Mr. Canouse received the 1 share of convertible Preferred B stock previously issued to a director.
Also, during the three months ended June 30, 2013, the Company issued 1 additional shares of convertible preferred B stock to
Mr. Quirk when he joined the Company. The stock has no par value and is not traded publicly.
On
January 28, 2014, the Company converted $11,000 of a $22,000 convertible note to 3,666,667 common shares from a related party.
The note had been purchased from a former officer of the Company based on the contractual conversions terms per agreement.
NOTE
4 – STOCK PAYABLE
On
April 26, 2012, The Company entered into an agreement with Ironridge Global to settle $284,917 in liabilities. Pursuant to an
order approving stipulation for settlement of claims between Ironridge and the Company, Ironridge is entitled to receive 1 million
common shares plus that number of shares with an aggregate value equal to $332,748, divided by 70% of the following: the volume
weighted average price of the issuer’s common stock over that number of consecutive trading days following the date of receipt
required for the aggregate trading volume to exceed $1.75 million, not to exceed the arithmetic average of the individual daily
volume weighted average prices of any five trading days during such period.
Ironridge
is prohibited from receiving any shares of common stock that would cause it to be deemed to beneficially own more than 9.99% of
the Company’s total outstanding shares at any one time. Ironridge received an initial issuance of 97,150 shares, and may
be required to return or be entitled to receive shares, based on the calculation summarized in the prior paragraph. For purposes
of calculating the percent of class, the initial issuance to Ironridge was based upon a total of 875,491 shares of common stock
outstanding immediately prior to the issuance of shares to Ironridge, such that 97,150 shares issued would represent approximately
9.99% of the outstanding common stock after such issuance.
For
the nine months ended September 30, 2014 and 2013, Ironridge received 24,378,310 and 7,400,000 shares respectively, which were
recorded at $170,648 and $21,000 respectively. For the same periods the Company recorded a gain of $93,097 on the shares issued
in the nine months ended September 30, 2014 and a loss of $ 48,100 on the shares issued in the nine months ended September 30,
2013. At September 30, 2014 and 2013, the balance of shares due Ironridge Global was -0- and 34,778,310 respectively, which was
recorded at values of $0 and 243,448, respectively. Carrying value of amounts due under this agreement are computed by multiplying
the percentage of total shares due issued to Ironridge times the initial value of the obligation recorded in 2012. In connection
with the transaction, Ironridge agreed not to hold any short position in the issuer’s common stock, and not to engage in
or affect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2014
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE
Convertible
notes payable consist of the following at September 30, 2014 and 2013. All common share data in this table has been adjusted for
the reverse stock split.
All
common share data in this table have been adjusted for the reverse stock split. | |
September
30, 2014 | | |
December
31, 2013 | |
| |
| | |
| |
On
January 16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10 % and is secured by common
stock of the Company. The note is convertible into common stock of the Company at $0.05 per share. In 2012, $30,000 of the
note was converted to 2,639,237 shares of common stock of the Company. In 2013 the note maturity date was extended to September
30, 2014. Due to the features in this note, the Company could not determine if sufficient shares in the Company stock would
be available to fulfill all conversion obligations. Accordingly a derivative liability was recorded for this note using the
Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility
of 597%, and an assumed dividend rate of 0%. | |
$ | 20,000 | | |
$ | 20,000 | |
| |
| | | |
| | |
On
March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000
each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014. One
of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative liability
for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest
rate of .0013, volatility of 536 %, and an assumed dividend rate of 20%. The remaining two $15,000 notes are also convertible
into common stock at the market price but no derivative liability was recorded. In February 2014, the third party converted
$5,000 of note into 2,543,235 shares of common stock of the Company. | |
$ | 40,000 | | |
$ | 45,000 | |
| |
| | | |
| | |
On March 13, 2013 the
Company executed three promissory notes for services provided totaling $109,500. The notes are payable upon demand and bear
interest at 12% and can be converted into common stock of the company at the average five day closing bid price multiplied
by three. Note Amount converted / (Average price x 3). On June 11, 2014 these notes were sold to Carebourn Capital. The new
note bears interest at 12% and is secured by common stock of the company. The note can be converted into common stock at a
discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day
period prior to conversion, unless the company sells or issues stack at a lower price than the conversion price. Should this
occur the conversion prices is reduced to the lower price. The company has recorded the derivative liability for this note
using the Black Scholes Method to value the derivative liabilty with the following assumptions: Risk free interest rate of
.0013, volitility of 65% and an assumed dividend of 0%. | |
$ | 0 | | |
$ | 109,500 | |
| |
| | | |
| | |
On
September 11, 2013 the Company executed a promissory note for $15,000 as payment to a service provider. The note is convertible
into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to
the discount feature we have recorded a liability of $8,077, or put premium, as part of the carrying value of this note. The
note is convertible at any time prior to maturity and bears interest at 6% per annum | |
$ | 15,000 | | |
$ | 15,000 | |
| |
| | | |
| | |
On June 04, 2013 the
Company executed a promissory note for $15,000. The note bears interest at 8% and is secured by common stock of the Company.
The note can be converted to common stock at a discount of 30% off the conversion price. The conversion price is the average
of the lowest 3 day trading price during a 10 days period prior to conversion, unless the Company sells or issues stock at
a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company
had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the
following assumptions: Risk Free Interest rate of .0014, volatility of 517%, and an assumed dividend rate of 0%. | |
$ | - | | |
$ | 15,000 | |
| |
| | | |
| | |
On July 23, 2013 the
Company executed a promissory note for $15,500. The note bears interest at 8% and is secured by common stock of the Company.
The note can be converted to common stock at a discount of 45% off the conversion price. The conversion price is the average
of the lowest 10 day trading price during a a 10 days period prior to conversion, unless the Company sells or issues stock
at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company
had recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the
following assumptions: Risk Free Interest rate of .0012, volatility of 580%, and an assumed dividend rate of 0%. | |
$ | - | | |
$ | 15,000 | |
| |
| | | |
| | |
On
October 29, 2013 the Company executed a promissory note for $2,500. The note bears interest at 6% and is secured by common
stock of the Company. The loan matures April 29, 2014. The note is convertible at the lower of a discount of 35% off the prior
day’s closing bid price or $0.01. The note also provided for purchase of 133,334 shares by execution of a warrant agreement.
The agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the
Company sells stock at a price below that level. Should this occur the conversion price is reduced to that lower price. The
Company used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest
rate of .0011, volatility of 599%, and an assumed dividend rate of 0%. | |
$ | 2,500 | | |
$ | 2,500 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2014
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On
December 12, 2013 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common
stock of the Company. The note can be converted into common stock 180 days after issuance at a discount of 45% off the conversion
price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless
the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced
to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value
the derivative liability with the following assumptions: Risk Free Interest rate of .0012, volatility of 586%, and an assumed
dividend rate of 0%. On June 25, 2014, $11,000 of the note was converted into 8,000,000 common shares. By August 7, 2014,
the remaining $41,000 of the note was converted into 53,299,071 common Shares. | |
$ | - | | |
$ | 53,000 | |
| |
| | | |
| | |
In 2013 the Company
executed a consulting agreement with a former officer. The agreement provided for payment of consulting fees during the transition
period when new management obtained control of the Company. The agreement allowed any unpaid amounts due under the agreement
to be memoralized in a promissory note. At December 31, 2013 the Company owed the former officer $44,000. This amount was
converted to a note of $22,000. The former officer sold the note to a related party of the Company. The Company recorded income
of $22,000 as debt forgiveness. The remaining $22,000 note was amended providing for conversion to common stock of the Company
at a discount of 50% of the average closing bid price on the day of conversion. Due to the discount feature we have recorded
a liability of $22,000, or put premium, as part of the carrying value of this note. The note is convertible at any time. On
February 12, 2014 the related party converted $11,000 of the face amount of the note into 3,666,667 shares of common stock
of the Company. | |
$ | 11,000.00 | | |
$ | - | |
| |
| | | |
| | |
On
January 01, 2014 the Company executed a promissory note for $20,000 as payment to a service provider. The note is convertible
into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to
the discount feature we have recorded a liability of $10,769, or put premium, as part of the carrying value of this note.
The note is convertible at any time prior to maturity and bears interest at 6% per annum | |
$ | 20,000 | | |
$ | - | |
| |
| | | |
| | |
In
February 2014, one of these notes with a face value of $35,000 was sold to a third party. The accrued interest on the note
of $4,710 was added to the principal amount purchased. The note was amended and the Company has recorded a derivative liability
based upon the amended features. The Company used the Black Scholes Method to value the derivative liability with the following
assumptions: Risk Free Interest rate of .0013%, volatility of 526%, and an assumed dividend rate of 0%. The date of maturity
for this note is February 10, 2015. | |
$ | 34,262 | | |
$ | - | |
| |
| | | |
| | |
On
January 23, 2014 the Company executed a promissory note for $6,000. The note bears interest at 9.875 % and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 30% off the conversion price. The conversion
price is the average 3 day lowest closing sales price during a 10 day period prior to conversion, but no less that $0.0001.
The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability
with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate of 0%. | |
$ | 6,000 | | |
$ | - | |
| |
| | | |
| | |
On
February 04, 2014 the Company executed a promissory note for $53,000. The note bears interest at 8 % and is secured by common
stock of the Company. The note can be converted into common stock 180 days after issuance at a discount of 45% off the conversion
price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless
the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced
to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value
the derivative liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed
dividend rate of 0%. By September 29, 2014 $18,000 of the note was converted into 85,905,098 common shares. The Date
of maturity for this note is November 6, 2014. | |
$ | 35,530 | | |
$ | - | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2014
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On
March 17, 2014 the Company executed a promissory note for $25,000. The note bears interest at 12 % and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 40% off the conversion price. The conversion
price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells
or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower
price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative
liability with the following assumptions: Risk Free Interest rate of .0013, volatility of 536%, and an assumed dividend rate
of 0%. On April 10. May 8 and June 23, 2014, a compbined $19,801 of the note was converted into 3,699,000, 4,280,000, &
5,288,000 of common shares respectively. | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
On
June 9, 2014 the company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common stock
of the company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues
stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The
company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy
with the following assumptions: Risk free interest rate of .0013, volitility of 61% and an assumed dividend of 0%. The date
of maturity for this note is June 9, 2015. | |
$ | 30,000 | | |
$ | - | |
| |
| | | |
| | |
On
June 11, 2014 the Company executed a promissory note for $86,500. The note bears interest at 12% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues
stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The
Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy
with the following assumptions: Risk free interest rate of .0013, volitility of 65% and an assumed dividend of 0%. On June
18, 2014, $4,132.44 of the note was converted into 3,000,000 common shares. The date of maturity for this note is March 5,
2015. | |
$ | 77,425 | | |
$ | - | |
| |
| | | |
| | |
On
June 11, 2014 the Company executed a promissory note for $86,291 for the note plus interest on the note executed March 13,
2013. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common
stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during
a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price.
Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for
this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest
rate of .0013, volitility of 63% and an assumed dividend of 0%. On August 1, 2014 $30,000 of the note was converted
into 6,000,000 common shares. The date of maturity for this note is March 5, 2015. | |
$ | 51,922 | | |
$ | - | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2014
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On
June 30, 2014 the Company executed a promissory note for $88,500. The note bears interest at 6% and is secured by common stock
of the company. The note can be converted in to common stock at market rate. Date of maturity for this note is June 30, 2015. | |
$ | 88,500 | | |
$ | - | |
| |
| | | |
| | |
On
August 8, 2014 the Company executed a promissory note for $50,000. The note bears interest at 6% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 35% off of the conversion price. The conversion
price is the average bid price on the 3 days prior to the date of conversion. Or the closing price of the issuer on the date
of this note of $.001. Date of maturity for this note is August 8, 2015. | |
$ | 50,000 | | |
$ | - | |
| |
| | | |
| | |
On
April 3, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues
stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The
Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy
with the following assumptions: Risk free interest rate of .0013, volitility of 197% and an assumed dividend of 0%.
Date of maturity for this note is January 7, 2015. | |
$ | 42,500 | | |
$ | - | |
| |
| | | |
| | |
On
July 8, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common stock
of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues
stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The
Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy
with the following assumptions: Risk free interest rate of .0013, volitility of 162% and an assumed dividend of 0%. Date of
maturity for this note is January 8, 2015. | |
$ | 42,500 | | |
$ | - | |
| |
| | | |
| | |
On
September 5, 2014 the Company executed a promissory note for $52,500. The note bears interest at 12% and is secured by common
stock of the Company. The note can be converted into common stock at $.001 par value per share. Date of maturity for this
note is June 5, 2015. | |
$ | 52,500 | | |
$ | - | |
| |
| | | |
| | |
Additional notes | |
$ | 8,989 | | |
$ | - | |
| |
| | | |
| | |
Premium
liability | |
$ | 29,846 | | |
$ | 8,077 | |
| |
| | | |
| | |
Unamortized
debt discount on derivative liabilities | |
$ | (261,276 | ) | |
$ | (54,962 | ) |
| |
| | | |
| | |
Total
convertible notes outstanding, net of unamortized discounts | |
$ | 397,198 | | |
$ | 228,615 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2014
NOTE
6 – STOCKHOLDERS’ EQUITY (DEFICIT)
The
authorized common stock of the Company consist of 2,000,000,000 shares with a par value $0.00001. The Company also has 100,000,000
shares of par value $0.00001 Preferred C stock authorized and 10 shares of par value $0.00001 Preferred B stock authorized and
30,000,000 par value $0.00001 par value Preferred C stock authorized. The Company adjusted the par value and additional paid in
capital accounts on its balance sheet at March 30, 2013 for common and Preferred A stocks.
The
Company also issued 500,000 shares of common stock to a service provider which was recorded at fair market value of $2,950.
During
the period ended September 30, 2014, the Company issued 5,400,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $562. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 10,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,824. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 6,378,310 shares of common stock in conjunction with the settlement agreement
with Ironridge Global, previous discussed. The stock was recorded at $44,648 but had a fair market value of $2,551. The Company
recorded a loss on this issuance of $42,096. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 10,058,140 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,278. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 5,556,500 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $25,000 plus accrued interest of $210. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $884. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 9,071,459 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $896. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 16,377,049 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $604. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 5,858,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $25,000 plus accrued interest of $63. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $4,488 plus accrued interest of $25. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,291 plus accrued interest of $1,446. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 7,792,453 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $113. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 5,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,143. This was exempt from registration under rule
144.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2014
During
the period ended September 30, 2014, the Company issued 21,486,456 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $2,276. This was exempt from registration under
During
the period ended September 30, 2014, the Company issued 11,297,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $39,709 plus accrued interest of $2,480. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 9,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,570. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 21,486,486 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $2,024. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 12,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,717. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 21,461,538 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,756. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 12,150,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $39,709 plus accrued interest of $1,622. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 15,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,791. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 21,470,588 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,602. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 17,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,978. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 16,979,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $39,709 plus accrued interest of $1,358. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 19,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,972. This was exempt from registration under rule
144.
All
the above conversions were generally done based on the contractual terms within the agreements.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2014
The following
table sets forth common share purchase warrants outstanding as of September 30, 2014:
| |
| | |
Weighted
Average | |
| |
Warrants | | |
Exercise
Price | |
Outstanding warrants December 31, 2012 | |
$ | -0- | | |
| | |
Warrant granted September 26, 2013 | |
$ | 4,000,000 | | |
$ | 0.02 | |
Warrant granted October 21, 2013 | |
$ | 400,000 | | |
$ | 0.02 | |
Warrant granted October 29, 2013 | |
$ | 133,334 | | |
$ | 0.02 | |
Outstanding warrants September 30, 2014 | |
$ | 4,533,334 | | |
$ | 0.02 | |
| |
| | | |
| | |
Common stock issuable upon exercise of warrants | |
$ | 4,533,334 | | |
$ | 0.02 | |
NOTE
7 – GOING CONCERN
The
Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States
of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal
course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating cost and
allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company
obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital,
it could be forced to cease operations.
In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s
plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient
to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in
accomplishing any of its plans.
There
is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available,
will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues
received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
NOTE
8 – INCOME TAXES
The
Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires,
among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between
the carrying amounts and the tax bases of assets and liabilities
A
valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not
that the net deferred asset will not be realized.
The
Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns
are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while
others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements
in the period during which, based on all available evidence, management believes it is more likely than not that the position
will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are
not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured
as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable
taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described
above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated
interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions
will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE Unaudited CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER
30, 2014
The
Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether
a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a
tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished.
For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position
is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations
remains open. Management has not filed tax returns for the year ended December 31, 2013.
As
of September 30, 2014, the Company had net operating loss carry forwards of approximately $8,355,780 that may be available to
reduce our tax liability in future years. We estimate the benefits of this loss carry forward at $3,042,780 if the Company produces
sufficient taxable income. No adjustments to the financial statements have been recorded for this potential tax benefit.
The
provision for Federal income tax consists of the following for the years 2014 and 2013:
A
reconciliation of the federal statutory rate of 34% to the Company’s effective tax rate is as follows:
The
Company’s valuation allowance increased by $175,823 in 2013. Tax net operating loss carryforwards may be limited pursuant
to the IRS Section 382 in the event of certain ownership changes.
NOTE
9 – FAIR VALUE MEASUREMENTS
The
Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis.
ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest
priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level
in the hierarchy. Further authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that
in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity
is required to measure fair value using one or more of the techniques provided for in this update.
The
standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and
the last unobservable, that may be used to measure fair value, which are the following:
Level
1 – Quoted prices in active markets for identical assets and liabilities.
Level
2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets
of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the asset or liabilities.
Level
3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.
Our
assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.
The
Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities
from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value
at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to
fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving
at the over- all fair value of the financial instruments. In addition, the fair value of free standing derivative instruments
such as warrant and option derivatives are valued using the Black-Scholes modes.
The
Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value were
determined by using the Black Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities
are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results
of operations as adjustments to fair value of derivatives.
NOTE
10 – SUBSEQUENT EVENTS
As
of October 29, 2014 the Company issued 212,302,506 shares of common stock in conjunction with the partial conversion of certain
promissory notes. The company has 637,511,771 outstanding shares.
In
accordance with ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2014 to the date these consolidated
financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these
consolidated financial statements.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking
Statements
This
quarterly report on Form 10-Q and other reports filed by Fresh Promise Foods, Inc. f/k/a StaKool, Inc. (“we,” “us,”
“our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”)
contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon
beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by
Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only
predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate”, “believe”,
“estimate”, “expect”, “future”, “intend”, “plan”, or the negative
of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking
statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties,
assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.
Although
the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee
future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements
to actual results.
Our
financial consolidated statements are prepared in accordance with accounting principles generally accepted in the United States
(“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe
that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the
time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported
amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses
during the periods presented. our consolidated financial statements would be affected to the extent there are material differences
between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically
dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s
judgment in selecting any available alternative would not produce a materially different result. The following discussion should
be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Plan
of Operations
Under
the direction of Kevin Quirk, the Company’s Chief Executive Officer, the Company is continuing its efforts to leverage management’s
experience and knowledge of the natural and organic food and beverage industry to better deploy the Company’s product lines
through our wholly-owned subsidiary and to allow for a more comprehensive understanding of the distribution channels and retail
positioning. In addition, the natural food and beverage market continues to grow at a relatively substantial pace and allows for
the introduction of many functional food and beverage products.
Our
management team is continuing to explore all aspects of the all-natural functional food and beverage industry, in efforts to effectively
integrate and develop products tailored to those markets. The management team feels confident that its understanding of the market
will allow for the addition of several functional food and beverage products within the next 24-36 months that effectively capitalize
on our knowledge and experience, and are capable of developing velocity throughout the all-natural retail market space. The Company
has access to a talented packaging and design team that will assist in the future development of well-conceived products and the
appropriate consumer packaging that will allow for consumer interest, appeal and rapid adoption.
The
Company’s primary goal is to participate in the fast growing and high margin all-natural and organic consumer products market,
specifically organic fruit and vegetable juices that are both blended and pressed. We will launch our own line under the brand
name Harvest Soul through our wholly owned subsidiary, Harvest Soul Inc. Further to this, we will continue to look for acquisition
opportunities among companies that share our values and our vision.
Current
developments include the following:
|
● |
The Company moved
into its pilot production facility at the end of May 2014. We have completed moving all of our commercial production equipment
into this facility and are currently completing the connection of wiring to our control panels which are specially designed
for the 100 gallon liquifyer/blender. |
|
|
|
|
● |
The
Company is establishing operations through its wholly-owned subsidiary, Harvest Soul, Inc. (“Harvest Soul”). Harvest
Soul will focus on organic 100% chewable fusion, blended and pressed juices. Harvest Soul anticipates receiving the results
for its required product challenge study, performed by a third-party laboratory, by the end of August 2014, and anticipates
receiving approval from the U.S. Department of Agriculture approval shortly thereafter. The challenge study is a new requirement
for products such as ours, which utilize a new technology, high pressure processing (HPP), as its final process stage or “kill-step”
which is required for certification and satisfying Juice Hazard Analysis & Critical Control Points (HACCP) regulations.
Because this process is new, many of the regulatory agencies are unfamiliar with it and therefore additional time and cost
are incurred in obtaining regulatory approvals. Harvest Soul has been working on obtaining such approvals since June. |
|
|
|
|
● |
While
launching our own brands is our number one priority, we continue to look for companies that would be viable acquisition candidates. |
Results
of Operations
Summary
of Statements of Operations for the Nine Months Ended September 30, 2014 and 2013
| |
September
30, 2014 | | |
September
30, 2013 | |
Revenue | |
$ | - | | |
$ | 64 | |
Gross Margin | |
$ | (3,008 | ) | |
$ | (2,451 | ) |
Operating expenses | |
$ | 684,691 | | |
$ | 342,804 | |
Income (loss) from operations | |
$ | (687,699 | ) | |
$ | (345,255 | ) |
Other income (expenses) | |
$ | 1,089,780 | | |
$ | 102,247 | |
Net income (loss) attributable to common shareholder | |
$ | (1,777,479 | ) | |
$ | (447,502 | ) |
Income (loss) per common on share - basic & diluted | |
$ | - | | |
$ | - | |
Revenue
Total
revenue for the nine months ended September 30, 2014 was $0 compared to $64 for the same period in 2013. Decrease is due to ceasing
operations of Anthus Life.
Gross
Margin
Gross
margin for the nine months ended September 30, 2014 was ($3,008) representing an decrease from ($2,451) for same period last period
ending September 30, 2013.
Operating
Expenses
For
the nine month period ending September 30, 2014, operating expenses increased from $342,804 in 2013 to $684,691 for same period
2014. This increase is mainly due to accrued salaries of executive officers and consultants. Stock based compensation was reduced
dramatically as the company is utilizing more convertible debt instruments versus stock. We also incurred charges related to the
opening of our PREP facility which increase rent expenses.
Loss
from Operations
Loss
from operations for the nine months ended on September 30, 2014 was $687,699 representing an increase from $345,255 for same period
in 2013. The loss was primarily due to expenses due to launching Harvest Soul and professional services associated with building
the juice pilot production facility and certification cost.
Other
Income (Expense)
For
the nine month periods ended September 30, 2014, Other Expenses increased from $102,247 in 2013 to $1,089,780 in 2014. In 2014,
Other Expenses included a larger then expect loss on change in value of our derivative liabilities of $850,080 as stock volatility
and conversions greatly impacted derivative liability values. The increased number of notes converted contribated to interest
expense increase from $162,302 in 2013 to $348,520 for the nine months ending September 30, 2014.
Net
Loss
Net
Loss for the nine months ended September 30, 2014, was $1,777,479. The net loss was primarily attributable to a lack of revenue
and the operating expenses and other expenses as described above.
Inflation
did not have a material impact on the Company’s operations for the period. Other than the foregoing, management knows of
no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.
Liquidity
& Capital Resources
The
following table summarizes total current assets, liabilities and working capital at September 30, 2014 and
December
31, 2013.
| |
| 9/30/2014 | | |
| 12/31/2013 | |
Current assets | |
$ | 21,545 | | |
$ | 33,335 | |
Current liabilities | |
$ | 2,423,529 | | |
$ | 936,567 | |
Working capital deficit | |
$ | (2,401,985 | ) | |
$ | (903,232 | ) |
At
September 30, 2014, we had a working capital deficit of $2,401,985 as compared to a working capital deficit of $903,232 at December
31, 2013 an increase in the deficit of $1,498,753. The increase is primarily related to an increase in convertible notes payable
issued in order to fund operating activities.
The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern which
contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.
The
Company sustained a loss of $1,777,479 for the nine months ended September 30, 2014. Because of the absence of positive cash flows
from operations, the Company requires additional funding for continuing the building of facilities and the development and marketing
of products. These factors raise doubt about the Company’s ability to continue as a going concern. The accompanying consolidated
financial statements do not include any adjustments that might result from the outcome of this uncertainty.
At
September 30, 2014 we had minimal assets and a working capital deficit of $2,401,985. Our working capital deficit is due to the
results of operations. However we are building long-term assets as a result of building a pilot production facility and are presently
able to meet our short term obligations through the sale of convertible notes.
Net
cash used in operating activities for the nine months ended September 30, 2014 was ($391,387). Net cash provided by financing
activities for the nine months ended September 30, 2014 was $399,435. Net cash provided by financing activities for this period
consists primarily of the issuance of a convertible notes. Net cash used in investing activities was ($29,058), which represented
funds advanced to Harvest Soul, our new subsidiary company.
We
anticipate that our future liquidity requirements will arise from the need to fund operations, pay current obligations and future
capital expenditures. The primary sources of funding for such requirements are expected to be cash generated raising additional
funds from the private equity sources and debt financing. However, we can provide no assurances that we will be able to generate
sufficient cash flow from operations and obtain additional financing on terms satisfactory to us, if at all, to remain a going
concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations
on a timely basis and ultimately to attain profitability. In addition, our Plan of Operation for the next twelve months is to
raise capital to continue to expand our operations. We are presently engaged in capital raising activities through several private
offering of our company’s securities. See “Note 6 – Going Concern” in our financial statements for additional
information as to the possibility that we may not be able to continue as a “going concern.”
Off-Balance
Sheet Arrangements
As
of September 30, 2014, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
We
do not hold any derivative instruments and do not engage in any hedging activities.
Item
4. Controls and Procedures.
(a)
Evaluation of Disclosure Controls and Procedures.
In
connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, our Principal Executive
Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded
that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information
required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief Executive Officer
and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide
absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b)
Changes in Internal Control over Financial Reporting.
No
significant changes, other than the change in CFO, that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting were made in our internal control over financial reporting during the three month
period ended September 30, 2014, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
PART
II - OTHER INFORMATION
Item
1. Legal Proceedings.
We,
together with certain other parties (collectively, the “Defendants”), are currently involved in litigation against
Kyle Gotshalk, Leonard Gotshalk, Clinton Hall, LLC, Richard Maher and Patrick O’Loughlin (collectively, the “Plaintiffs”).
On April 25, 2013, the Plaintiffs filed a complaint with the United States District Court for the District of Nevada alleging
claims including securities fraud and breach of contract. The Company believes these claims to be unfounded and the Company has
filed an answer with the United States District Court for the District of Nevada, together with counterclaims against the Plaintiffs.
The Company is continuing to vigorously defend itself against this lawsuit.
Except
as described above, we are currently not involved in any litigation that we believe could have a material adverse effect on our
financial condition or results of operations and there is no action, suit, proceeding, inquiry or investigation before or by any
court, public board, government agency, selfregulatory organization or body pending or, to the knowledge of the executive officers
of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries
or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision
could have a material adverse effect.
Item
1A. Risk Factors.
We
believe there are no changes that constitute material changes from the risk factors previously disclosed in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on April 15, 2014.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
During
the period ended September 30, 2014, the Company issued 10,058,140 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,278. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 5,556,500 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $25,000 plus accrued interest of $210. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $884. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 9,071,459 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $896. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 16,377,049 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $604. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 5,858,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $25,000 plus accrued interest of $63. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $4,488 plus accrued interest of $25. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 6,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,291 plus accrued interest of $1,446.86. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 7,792,453 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $113. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 5,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,143. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 21,486,456 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $2,276. This was exempt from registration under
During
the period ended September 30, 2014, the Company issued 11,297,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $39,709 plus accrued interest of $2,480. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 9,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,570. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 21,486,486 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $2,024. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 12,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,717. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 21,461,538 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,756. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 12,150,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $39,709 plus accrued interest of $1,622. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 15,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,791. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 21,470,588 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,602. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 17,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,978. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 16,979,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $39,709 plus accrued interest of $1,358. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 19,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $1,972. This was exempt from registration under rule
144.
During
the period ended September 30, 2014, the Company issued 5,400,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $86,000 plus accrued interest of $562. This was exempt from registration under rule 144.
During
the period ended September 30, 2014, the Company issued 10,000,000 shares of common stock in conjunction with the partial conversion
of promissory note with a face value of $53,000 plus accrued interest of $1,824. This was exempt from registration under rule
144.
Item
3. Defaults upon Senior Securities.
There
were no defaults upon senior securities during the quarter ended September 30, 2014.
Item
4. Mine Safety Disclosure.
Not
applicable
Item
5. Other Information.
There
is no other information required to be disclosed under this item which was not previously disclosed
Item
6. Exhibits.
Exhibit
No. |
|
Description |
31.1 |
|
Certification
by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
or Rule 15d-14(a)).* |
|
|
|
31.2 |
|
Certification
by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)
or Rule 15d-14(a)).* |
|
|
|
32.1 |
|
Certification
by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.* |
|
|
|
32.2 |
|
Certification
by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.* |
101.INS |
|
XBRL Instance
Document* |
101.SCH |
|
XBRL Taxonomy
Extension Schema* |
101.CAL |
|
XBRL Taxonomy
Extension Calculation Linkbase* |
101.DEF |
|
XBRL Taxonomy
Extension Definition Linkbase* |
101.LAB |
|
XBRL Taxonomy
Extension Label Linkbase* |
101.PRE |
|
XBRL Taxonomy
Extension Presentation Linkbase* |
*Filed Herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
FRESH
PROMISE FOODS, INC. |
Dated:
November 14, 2014 |
|
|
/s/
Kevin P. Quirk |
|
Kevin
P. Quirk |
|
Principal
Executive Officer |
Exhibit
31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT
TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO SECTION 302 OF
THE
SARBANES-OXLEY ACT OF 2002
I,
Kevin P. Quirk, certify that:
1. |
I have reviewed this Form
10-Q of Fresh Promise Foods, Inc.; |
|
|
|
2. |
Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
|
3. |
Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this
report; |
|
|
|
4. |
Along with the Principal
Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f)
and 15d-15(f)) for the registrant and have: |
|
|
|
|
a) |
Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b) |
Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d) |
Disclosed in this report any change
in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
|
|
5. |
I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
|
|
|
a) |
All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and |
|
|
|
|
b) |
Any fraud, whether or not material,
that involved management or other employees who have a significant role in the registrant’s internal control over financial
reporting. |
Date:
November 14, 2014 |
By: |
/s/ Kevin
P. Quirk |
|
|
Kevin P. Quirk |
|
|
Principal Executive Officer
Fresh Promise Foods, Inc. |
Exhibit
31.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
I,
Kevin P. Quirk, certify that:
1. |
I have reviewed this Form
10-Q of Fresh Promise Foods, Inc.; |
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2. |
Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report; |
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3. |
Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this
report; |
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4. |
Along with the Principal
Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f)
and 15d-15(f)) for the registrant and have: |
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a) |
Designed such disclosure controls and
procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared; |
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b) |
Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles; |
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c) |
Evaluated the effectiveness of the
registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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d) |
Disclosed in this report any change
in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions): |
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a) |
All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and |
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b) |
Any fraud, whether or not material,
that involved management or other employees who have a significant role in the registrant’s internal control over financial
reporting. |
Date: November 14, 2014 |
By: |
/s/ Kevin
P. Quirk |
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Kevin P. Quirk |
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Principal Financial Officer
Fresh Promise Foods, Inc. |
Exhibit
32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In
connection with this Quarterly Report of Fresh Promise Foods, Inc. (the “Company”), on Form 10-Q for the period ended
September 30, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Kevin P. Quirk, Principal
Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to
Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
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Such
Quarterly Report on Form 10-Q for the period ended September 30, 2014, fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
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The
information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2014, fairly presents, in all
material respects, the financial condition and results of operations of the Company. |
Date: November 14, 2014 |
By: |
/s/ Kevin
P. Quirk |
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Kevin P. Quirk |
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Principal Executive Officer
Fresh Promise Foods, Inc. |
Exhibit
32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
In
connection with this Quarterly Report of Fresh Promise Foods, Inc. (the “Company”), on Form 10-Q for the period ended
September 30, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Kevin P. Quirk, Principal
Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to
Sec. 906 of the Sarbanes-Oxley Act of 2002, that:
(1) |
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Such
Quarterly Report on Form 10-Q for the period ended September 30, 2014, fully complies with the requirements of section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and |
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(2) |
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The
information contained in such Quarterly Report on Form 10-Q for the period ended September 30, 2014, fairly presents, in all
material respects, the financial condition and results of operations of the Company. |
Date:
November 14, 2014 |
By: |
/s/ Kevin
P. Quirk |
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Kevin P. Quirk |
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Principal Financial Officer
Fresh Promise Foods, Inc. |