UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended: March 31, 2015
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to __________
Commission
File Number: 00-24723
FRESH
PROMISE FOODS, INC.
(Exact
Name of registrant as specified in its charter)
Nevada |
|
88-0393257 |
(State
or other Jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification 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 May 21, 2015, there were 63,236,165 shares outstanding of the registrant’s common stock.
TABLE
OF CONTENTS
PART
I. FINANCIAL STATEMENTS
ITEM
I. FINANCIAL STATEMENTS
Fresh
Promise Foods, Inc.
Consolidated
Balance Sheet
| |
March 31, 2015 | | |
December 31, 2014 | |
| |
Unaudited | | |
| |
Assets | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash | |
$ | 4,251 | | |
$ | 1,663 | |
Accounts Receivable | |
| 211 | | |
| - | |
Inventory | |
| 68,118 | | |
| 20,935 | |
Other Current Assets | |
| 6,266 | | |
| 515 | |
Total Current Assets | |
| 78,846 | | |
| 23,112 | |
| |
| | | |
| | |
Property, Plant & Equipment net | |
| 87,451 | | |
| 90,559 | |
Website Development & Software Purchased | |
| 4,782 | | |
| 4,782 | |
Total
Assets | |
$ | 171,079 | | |
$ | 118,454 | |
| |
| | | |
| | |
Liabilities and Stockholders Deficit | |
| | | |
| | |
Liabilities | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Account payable | |
$ | 292,033 | | |
$ | 298,815 | |
Accrued expenses | |
| 83,705 | | |
| 69,087 | |
Convertible notes payable | |
| 485,484 | | |
| 388,957 | |
Accrued salaries due officers | |
| 235,047 | | |
| 330,465 | |
Amounts due former officers under consulting agreements | |
| - | | |
| - | |
Convertible note derivative liability | |
| 862,485 | | |
| 584,857 | |
Loan due related parties | |
| 38,291 | | |
| 23,600 | |
Capital lease liability-short term | |
| 10,557 | | |
| 7,678 | |
Total Current Liabilities | |
| 2,007,602 | | |
| 1,703,458 | |
| |
| | | |
| | |
Long Term Liabilities | |
| | | |
| | |
Capital Lease Liability net of current portion | |
| 30,670 | | |
| 35,748 | |
Total
Liabilities | |
| 2,038,272 | | |
| 1,739,206 | |
| |
| | | |
| | |
Preferred stock series B - no par value, 10 shares authorized, and 2 and 2 share
outstanding, respectively. | |
| | | |
| | |
Preferred stock series C - par value $0.00001 100,000,000 shares authorized,
308,180 and 341,180 shares outstanding, respectively. | |
| 3 | | |
| 3 | |
Common stock - par value $0.00001 2,000,000,000 shares authorized, 26,057,504 and 7,155,532
shares outstanding, respectively | |
| 260 | | |
| 71 | |
Additional paid In Capital | |
| 7,310,663 | | |
| 7,135,240 | |
Accumulated deficit | |
| (9,178,119 | ) | |
| (8,756,066 | ) |
Total Stockholders’ Deficit | |
| (1,867,193 | ) | |
| (1,620,755 | ) |
Total
Liabilities and Stockholders’ Deficit | |
$ | 171,079 | | |
$ | 118,454 | |
See
accompanying notes to unaudited consolidated financial statements.
Fresh
Promise Foods
Consolidated
Statements of Operations
Three
Months Ended
Unaudited
| |
March
31, 2015 | | |
March
31, 2014 | |
Revenues | |
$ | 7,180 | | |
$ | - | |
Cost of Goods Sold | |
| 10,383 | | |
| - | |
Gross Margin | |
| (3,203 | ) | |
| - | |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
Rent | |
| 11,250 | | |
| - | |
Professional fees | |
| 72,450 | | |
| 59,266 | |
General and administrative expense | |
| 66,444 | | |
| 15,364 | |
Payroll and related expense | |
| 74,100 | | |
| 95,000 | |
Depreciation | |
| 3,109 | | |
| - | |
Stock based compensation | |
| - | | |
| 2,950 | |
Total Operating Expenses | |
| 227,353 | | |
| 172,580 | |
| |
| | | |
| | |
Loss from operations | |
| (230,556 | ) | |
| (172,580 | ) |
| |
| | | |
| | |
Other expenses | |
| | | |
| | |
Debt forgiveness (Income) | |
| - | | |
| (22,000 | ) |
(Gain) on Change in value of derivative liability | |
| (424,583 | ) | |
| (211,811 | ) |
Derivative liability expense | |
| 130,776 | | |
| 233,293 | |
(Gain) Loss on Debt Modification | |
| 160,745 | | |
| - | |
(Gain) loss on note conversion | |
| 3,074 | | |
| 5,321 | |
(Gain) Loss on stock issuance | |
| - | | |
| (16,000 | ) |
Interest expense | |
| 320,985 | | |
| 101,315 | |
| |
| 190,997 | | |
| 90,118 | |
| |
| | | |
| | |
Loss before provision for income tax | |
| (421,553 | ) | |
| (262,698 | ) |
| |
| | | |
| | |
Provision for income tax | |
| - | | |
| - | |
| |
| | | |
| | |
Net Loss | |
$ | (421,553 | ) | |
$ | (262,698 | ) |
| |
| | | |
| | |
Net Loss per share: Basic and diluted | |
$ | (0.03 | ) | |
$ | (0.52 | ) |
| |
| | | |
| | |
Weighted Average Number of Shares Outstanding: Basic and diluted | |
| 12,113,871 | | |
| 507,556 | |
See
accompanying notes to unaudited consolidated financial statements.
Fresh
Promise Foods, Inc.
Consolidated
Statements of Cash Flows
Three
Months Ended
Unaudited
| |
March
31, 2015 | | |
March
31, 2014 | |
OPERATING
ACTIVITIES | |
| | |
| |
Net
loss from operations | |
$ | (421,553 | ) | |
$ | (262,698 | ) |
Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization
of debt discount | |
| 192,539 | | |
| 62,000 | |
(Gain)
on Change in value of derivative liability | |
| (424,583 | ) | |
| (211,811 | ) |
Derivative
liability expense | |
| 146,955 | | |
| 233,293 | |
Debt
forgiveness | |
| - | | |
| (22,000 | ) |
Loss on note conversion | |
| 72,433 | | |
| 5,321 | |
Loss
on Debt Modification | |
| 160,745 | | |
| - | |
Loss
on stock issuance | |
| - | | |
| (16,000 | ) |
Notes issued for professional services | |
| - | | |
| 20,000 | |
Premium
expense | |
| - | | |
| 32,769 | |
Stock
based compensation | |
| - | | |
| 2,950 | |
Depreciation | |
| 3,108 | | |
| - | |
Accrued interest on notes converted | |
| - | | |
| 5,162 | |
Changes
in working capital items | |
| | | |
| | |
Accrued
salaries | |
| 80,850 | | |
| 72,000 | |
Prepaid
expenses and other current assets | |
| (5,750 | ) | |
| - | |
Decrease in other liabilities | |
| - | | |
| (1,232 | ) |
Amount
due current and former officer | |
| - | | |
| (3,000 | ) |
Advances
from related parties | |
| - | | |
| 3,600 | |
(Increase)
decrease in inventory | |
| (47,184 | ) | |
| - | |
(Increase)
in account receivable | |
| (212 | ) | |
| - | |
Decrease
in accounts payable | |
| (6,783 | ) | |
| 5,102 | |
Decrease
in accrued interest | |
| 14,618 | | |
| 1,384 | |
Cashflow
from operating activities | |
| (234,817 | ) | |
| (73,160 | ) |
| |
| | | |
| | |
INVESTING
ACTIVITIES | |
| | | |
| | |
PP&E | |
| - | | |
| - | |
Website
development | |
| - | | |
| (2,120 | ) |
| |
| - | | |
| (2,120 | ) |
FINANCING
ACTIVITIES | |
| | | |
| | |
Proceeds
from convertible notes payable | |
| 204,911 | | |
| 84,000 | |
Proceeds
from short term loan | |
| 34,691 | | |
| - | |
Repayment
of Capital Lease | |
| (2,197 | ) | |
| - | |
Cashflow
from financing | |
$ | 237,405 | | |
| 84,000 | |
| |
| | | |
| | |
Net
change in cash | |
| 2,588 | | |
| 8,720 | |
Beginning
cash | |
| 1,663 | | |
| 33,335 | |
Ending
Cash | |
| 4,251 | | |
| 42,055 | |
| |
| | | |
| | |
Non-Cash
Investing and Financing Activities: | |
| | | |
| | |
Record
derivative liability on notes | |
$ | | | |
$ | 186,427 | |
Conversion
of note to common stock | |
$ | 175,423 | | |
$ | 46,500 | |
Issuance
of promissory note for accrued expenses | |
$ | | | |
$ | | |
Issuance
of shares under stock payable | |
$ | | | |
$ | 56,000 | |
See
accompanying notes to unaudited consolidated financial statements.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
1 – 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 has launched two new flavors of Harvest Soul Chewable Juices 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 29,038,889. 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).
In
January 1, 2015 the Company completed a 1 for 150 reverse stock split. All share and per share amounts have been presented to
give retroactive effective for this reverse stock split.
Accounting Basis
The accompanying unaudited consolidated
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
(“US GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation
S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes requires
by US GAAP for complete financial statements. The unaudited consolidated financial statements and notes included herein should
be read in conjunction with the annual consolidated financial statements and notes for the year ended December 31, 2014 included
in our Annual Report on Form 10-K filed with the SEC on April 24, 2015.
In the option of management, all adjustments
(consisting of normal recurring items) necessary to present fairly the Company’s financial position as of March 31, 2015,
and the result of operations and cash flows for the three months ending March 31, 2015 are not necessarily indicative of the results
to be expected for a full year.
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
March
31, 2015
CASH
AND CASH EQUIVALENTS
Fresh
Promise Foods Inc. considers all highly liquid investments with maturities of three months or less to be cash equivalents.
The
Company places its cash with a high credit quality financial institution. The Company’s account at this institution is insured
by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. For the period ended March 31, 2015 and the
year ended December 31, 2014, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk
associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial
institution in which it holds deposits.
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.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
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
previously consisted of natural and organic food products, wrappers and boxes, and were stated at the lower of cost or market.
Cost was determined on the average cost method. Inventories are reviewed and reconciled periodically. As of March 31, 2015 and
December 31, 2014, the Company had inventory of $68,118 and $20,935, respectively. The increase was due to a ramp up of production
of Harvest Soul Chewable Juices to meet increased demand.
ACCOUNTS
RECEIVABLE
The
Company’s receivables had consisted of billings to customers for products invoiced and shipped. Accounts receivable as of
March 31, 2015 was $212 compared to zero for December 31, 2014. The Company charges off receivables if they determine that the
amount is no longer collectible. The allowance for doubtful accounts was zero at March 31, 2015 and December 31, 2014. Bad debt
expense related to customer receivables for the year ended March 31, 2015 and December 31, 2014 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 March 31, 2015 and 2014. 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 March 31, 2015, the Company had convertible notes and
warrants outstanding that could be converted into approximately 111,666,797 and 126,836,204 at December 31, 2014, common shares
based up the closing bid price of the company’s common stock at March 31, 2015 and December 31, 2014 respectively.
REVENUE
RECOGNITION
The
Company derives revenue from the sale of its products. The Company follows paragraph ASC 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.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
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.
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.
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.
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, 2014. Tax years 2013, 2012 and 2011 remain
open for examination.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
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 was $3,109 and $8,844 for the
quarter ended March 31, 2015 and year ended December 31, 2014, respectively. Property and equipment consisted of the following
at March 31, 2015 and December 31, 2014:
| |
March
31, 2015 | | |
December
31, 2014 | |
Furniture and fixtures | |
$ | 3,389 | | |
$ | 3,389 | |
Production equipment | |
| 96,692 | | |
| 97,342 | |
Total property and equipment | |
| 100,081 | | |
| 100,731 | |
Less: Accumulated depreciation | |
| (12,630 | ) | |
| (10,172 | ) |
Property and equipment, net. | |
$ | 87,451 | | |
$ | 90,559 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
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 24,445 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.
During
the three months ending March 31, 2015, the company received proceeds from a third party that increased the amount due to related
parties to $38,291 from $23,600.
NOTE
4 – 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.
The
following table sets forth the liabilities at March 31, 2015, which is recorded on the balance sheet at fair value on a recurring
basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant
to the fair value measurement:
| |
| | |
Fair
Value Measurements at Reporting Date Using | |
| |
| | |
Quoted prices in | | |
Significant | | |
Significant | |
| |
| | |
Active Markets for | | |
Other Observable | | |
Unobservable | |
| |
| | |
Identical Assets | | |
Inputs | | |
Inputs | |
Description
| |
3/31/2015 | | |
(Level
1) | | |
(Level
2) | | |
(Level
3) | |
Convertible
promissory notes with embedded conversion option | |
$ | 862,485 | | |
| -0- | | |
| -0- | | |
$ | 862,485 | |
Total | |
$ | 862,485 | | |
| -0- | | |
| -0- | | |
$ | 862,485 | |
The
following table sets forth a summary of change in fair value of our derivative liabilities for the period ended March 31, 2015:
Beginning balance | |
$ | 584,856 | |
Change in fair value of embedded conversion
features of convertible promissory notes and warrants included in earnings | |
$ | (348,995 | ) |
Embedded conversion option & warrant
liability recorded in connection with the issuance of convertible promissory notes | |
$ | 626,624 | |
Change in fair
value of embedded conversion features of convertible promissory notes due to conversion | |
$ | - | |
Ending balance | |
$ | 862,485 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE
Convertible
notes payable consist of the following at March 31, 2015 and December 31, 2014:
All
common share data in this table have been adjusted for the reverse stock split.
|
|
Balance
Due at |
|
|
|
March
31, 2015 |
|
|
December
31, 2014 |
|
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
17,595 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 .025, volatility of 882%, 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 .025, volatility of 765%, and an assumed dividend
rate of 0%. 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 16,955 shares of common stock of the Company. During the first quarter of
2015, the third party converted $1,764 of the note into 352,941 shares of common stock of the Company.
|
|
|
8,251 |
|
|
|
10,015 |
|
|
|
|
|
|
|
|
|
|
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 .025, volatility of 765%, and an assumed dividend
rate of 0%. The remaining two $15,000 notes are also convertible into common stock at the
market price
but no derivative liability was recorded. On February
10, 2015, the note was purchased and the terms were changed. The new terms beared a 12% interest rate. The note can be converted
into common stock at a discount of 55% 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. A gain of $29,745 was recorded due to the change in
terms, in accordance with debt modification guidance.
|
|
|
15,000 |
|
|
|
15,000 |
|
|
|
|
|
|
|
|
|
|
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 |
|
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
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 .025, volatility of 599%, and an
assumed dividend rate of 0%.
| |
| 2,500 | | |
| 2,500 | |
| |
| | | |
| | |
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 | | |
| 20,000 | |
| |
| | | |
| | |
In February 2014,
a note notes with a face value of $22,000 was sold to a third party. In February 2014, the
third party converted $11,000 of note into 24,445 shares of common stock of the Company. During
the first quarter of 2015, the third party converted $2,738 of the note into 730,000 shares
of common stock of the company.
| |
| 8,263 | | |
| 11,000 | |
| |
| | | |
| | |
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 .025, volatility of 321%, and an assumed dividend rate of 0%.
| |
| 6,000 | | |
| 6,000 | |
| |
| | | |
| | |
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 .025, volatility of 296%, and an assumed dividend
rate of 0%. In November 2014, the third party converted $7,135 of note into 366,598 shares
of common stock of the Company. During the first quarter of 2015, the third party converted
$6,612 of the note into 1,569,580 shares of common stock of the company.
| |
| 11,253 | | |
| 17,865 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
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. The Company has
recorded the derivative liability for this note using the Black Scholes Method to value
the derivative liability with the following assumptions: Risk free interest rate of .025,
volatility of 276% and an assumed dividend of 0%. During the first quarter of 2015, the
third party converted $12,098 of the note into 2,656,309 shares of common stock of the
company.
| |
| 17,902 | | |
| 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. The conversion price is the average lowest
3 day trading price during a 10 day period prior to conversion, or $0.0135 whichever is greater.
The Company has recorded the derivative liability for this note using the Black Scholes Method
to value the derivative liability with the following assumptions: Risk free interest rate
of .025, volatility of 276% and an assumed dividend of 0%. During the first quarter of 2015,
the third party converted $40,040 of the note into 6,860,160 shares of common stock of the
Company.
| |
| 46,460 | | |
| 86,500 | |
| |
| | | |
| | |
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, or $0.0135 whichever is greater. The Company has recorded
the derivative liability for this note using the Black Scholes Method to value the derivitive
liabiltiy with the following assumptions: Risk free interest rate of .025, volitility of 276%
and an assumed dividend of 0%. In June 2014, the third party converted $13,319 of note into
56,000 shares of common stock of the Company. In July 2014, the third party converted $4,510
of note into 40,000 shares of common stock of the Company. In August 2014, the third party
converted $5,077 of note into 93,334 shares of common stock of the Company. In September 2014,
the third party converted $12,311 of note into 420,000 shares of common stock of the Company.
In October 2014, the third party converted $14,111 of note into 655,334 shares of common stock
of the Company. In November 2014, the third party converted $13,816 of note into 753,334 shares
of common stock of the Company. In December 2014, the third party converted $4,670 of note
into 626,667 shares of common stock of the Company. During the first quarter of 2015, the
third party fully converted the remaining balance of the note into 1,170,667 shares of common
stock of the company.
| |
| - | | |
| 5,542 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
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 into common
stock at the bid price on day prior to conversion. On February 10, 2015, the note was
purchased and the terms were changed. The new terms beared a 8% interest rate. The note
can be converted into common stock at a discount of 55% 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. A loss of $190,490 was recorded due to
the change in terms, in accordance with debt modification guidance. During the first
quarter of 2015, the third party converted $9,382 of the note into 1,834,300 shares of
common stock of the company.
| |
| 79,118 | | |
| 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, whichever is lower.
| |
| 50,000 | | |
| 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 .025, volitility of 292% and an assumed dividend of
0%. During the first quarter of 2015, the third party converted $17,525 of the note into 3,728,015
shares of common stock of the company.
| |
| 24,975 | | |
| 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 derivative liability for
this note using the Black Scholes Method to value the derivative liability with the following
assumptions: Risk free interest rate of .025, volatility of 270% and an assumed dividend of
0%.
| |
| 42,500 | | |
| 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 a discount of 55% off of the conversion price. The conversion price is the average
lowest 3 day trading price during a 10 day period prior to conversion, or the stock can be
converted at $0.0135, whichever is greater.
| |
| 52,500 | | |
| 52,500 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE 5 – NOTES AND CONVERTIBLE NOTES
PAYABLE (CONTINUED)
On October
27, 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 a discount of 55% off of the conversion price. The conversion price is
the average lowest 3 day trading price during a 10 day period prior to conversion, or
the stock can be converted at $0.0135, whichever is greater.
| |
| 52,500 | | |
| 52,500 | |
| |
| | | |
| | |
On December 11, 2014
the Company executed a promissory note for $40,000. The note bears interest at 6% and is secured
by common stock of the Company. The note can be converted into common stock at the lower of
(i) 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 (ii) $.001.
| |
| 40,000 | | |
| 40,000 | |
| |
| | | |
| | |
On
January 5, 2015 the Company executed a promissory note for $20,000. 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 30% off of the conversion price. The conversion price is the average
of the three lowest bid prices in the 10 days prior to conversion.
| |
| 20,000 | | |
| - | |
| |
| | | |
| | |
On January 31, 2015 the Company executed a promissory note for $176,267. The note bears interest
at 6% and is secured by common stock of the Company. The conversion price is the bid price on the day prior to the date of
conversion. | |
| 176,268 | | |
| - | |
| |
| | | |
| | |
On February 10, 2015
the Company executed a promissory note for $52,500. The note bears interest at 8% and is secured
by common stock of the Company. The note can be converted into common stock at the greater
of (i) a discount of 45% off of the conversion price. The conversion price is the average
bid price on the 3 days prior to the date of conversion, or (ii) $.001.
| |
| 52,500 | | |
| - | |
| |
| | | |
| | |
On February 13, 2015
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 bid price on the 3
days prior to the date of conversion, or (ii) $.001.
| |
| 30,000 | | |
| - | |
| |
| | | |
| | |
On February 13, 2015
the Company executed a promissory note for $50,000. 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 30% off of the conversion price. The conversion price is the average of the three lowest
bid prices in the 10 days prior to conversion.
| |
| 50,000 | | |
| - | |
| |
| | | |
| | |
On January 26, 2015
the Company executed a promissory note for $28,000. The note bears interest at 12% and is
secured by common stock of the Company. The note can be converted into common stock at 50%
of the average 3 lowest prices in 10 days prior.
| |
| 28,000 | | |
| - | |
| |
| | | |
| | |
On March 17, 2015 the
Company executed a promissory note for $28,000. The note bears interest at 12% and is secured
by common stock of the Company. The note can be converted into common stock at 50% of the
average 3 lowest prices in 10 days prior.
| |
| 28,000 | | |
| - | |
| |
| | | |
| | |
Premium liability | |
| 29,846 | | |
| 29,846 | |
| |
| | | |
| | |
Unamortized debt discount on derivative liabilities | |
| (441,349 | ) | |
| (248,811 | ) |
| |
| | | |
| | |
Total convertible notes outstanding, net of unamortized discounts | |
| 485,484 | | |
| 388,957 | |
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
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.
Series
A Preferred stock has been cancelled.
Series
B Preferred
Each
one share of Series B Preferred has voting rights equal to four times the sum of all shares of common stock issued and outstanding
at time of voting, plus all shares of Series C Preferred Stock issued and outstanding at time of voting, divided by the number
of shares of Series B Preferred Stock issued and outstanding at the time of voting.
By
unanimous written consent of the Board, the Board issued an aggregate of two (2) shares of Series B Preferred, to two individuals
(the “Series B Stockholders”). As a result of the voting rights granted to the Series B Preferred, the Series B Stockholders
together hold in the aggregate approximately 80% of the total voting power of all issued and outstanding voting capital of the
Company.
Upon
any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any distribution or payment.
shall be made to the holders of any stock ranking junior to the Series B Preferred Stock, the holders of the Series B Preferred
Stock shall be entitled to be paid out of the assets of the Corporation an amount equal to $1.00 per share or, in the event of
an aggregate subscription by a single subscriber for Series B Preferred Stock in excess of $100,000, $0.997 per share (as adjusted
for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Preference
Value”), plus all declared but unpaid dividends, for each share of Series B Preferred Stock held by them. After the payment
of the full applicable Preference Value of each share of the Series B Preferred Stock as set forth herein, the remaining assets
of the Corporation legally available for distribution, if any, shall be distributed ratably to the holders of the Corporation’s
Common Stock.
Series
C Preferred
Series
C Preferred Stock has voting rights of one vote per share owned. The Preferred C stock is convertible into common stock of the
Company at the rate of 0.10 per common share for each share of Preferred C stock. The holders of Series C Preferred stock are
entitled to receive any dividend declared by the Board of Directors.
Common
Stock
During
the three months ending March 31, 2015, the company issued 372,000 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 372,581 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 373,256 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 372,807 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 373,387 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 372,881 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
During
the three months ending March 31, 2015, the company issued 373,077 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 373,077 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 372,449 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 372,500 shares of common stock with the partial conversion of promissory
note with a face value of $42,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 352,941 shares of common stock with the partial conversion of promissory
note with a face value of $15,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 730,000 shares of common stock with the partial conversion of promissory
note with a face value of $22,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 466,610 shares of common stock with the partial conversion of promissory
note with a face value of $88,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 1,003,097 shares of common stock with the partial conversion of promissory
note with a face value of $88,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 364,593 shares of common stock with the partial conversion of promissory
note with a face value of $88,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 500,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 592,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 639,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 686,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 689,160 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 844,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 855,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
During
the three months ending March 31, 2015, the company issued 990,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 1,065,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,500. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 326,667 shares of common stock with the partial conversion of promissory
note with a face value of $86,292. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 384,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,292. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 460,000 shares of common stock with the partial conversion of promissory
note with a face value of $86,292. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 384,178 shares of common stock with the partial conversion of promissory
note with a face value of $30,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 506,438 shares of common stock with the partial conversion of promissory
note with a face value of $30,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 696,075 shares of common stock with the partial conversion of promissory
note with a face value of $30,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 1,069,618 shares of common stock with the partial conversion of promissory
note with a face value of $30,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 412,500 shares of common stock with the partial conversion of promissory
note with a face value of $25,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 418,400 shares of common stock with the partial conversion of promissory
note with a face value of $25,000. This was exempt from registration under rule 144.
During
the three months ending March 31, 2015, the company issued 738,680 shares of common stock with the partial conversion of promissory
note with a face value of $25,000. This was exempt from registration under rule 144.
All
conversion were generally done based on the contractual terms of the agreement. In instances where conversions were not done at
the contractual terms a gain a loss was recorded on conversion.
Common
Stock Warrants
The
Company did not issue any warrants during the quarter ending March 31, 2015.
The
following table sets forth common share purchase warrants outstanding as of March 31, 2015 and December 31, 2014:
| |
Exercise
Price | | |
| |
Outstanding warrants December 31, 2014 | |
| 4,533,334 | | |
| 0.02 | |
Outstanding warrants March 31, 2015 | |
| 4,533,334 | | |
| 0.02 | |
| |
| | | |
| | |
Common stock issuable upon exercise of warrants | |
| 4,533,334 | | |
| 0.02 | |
Outstanding
warrants at March 31, 2015 have a weighted average remaining contractual life of 7 months. All warrants have an average weighted
exercise price of $0.02. The warrants had an intrinsic value of $0 at March 31, 2015 and December 31, 2014.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
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.
The
Company has incurred a net loss of $421,553 for the quarter ending March 31, 2015 and the Company had an accumulated deficit of
$9,178,119 and a working capital deficit of $1,976,060 at March 31, 2015. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.
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 – SUBSEQUENT EVENTS
On
May 8, 2015, the company enter an agreement with Optimum Sales out of El Dorado Hills, CA to become the west coast broker of Harvest
Soul Chewable Juices.
The Company had conversions of notes payable
into 37,178,661 shares of common stock. The total principal converted was $96,690. The conversions were done at the contractual
terms per the agreements.
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. formally 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 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 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 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’s primary goal continues to be the
leveraging of management’s experience and knowledge of the natural food and beverage industry to better deploy the Company’s
“Natural plus Energy” product line 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.
The
Company plans to continue to initiate growth measures for the Harvest Soul brand by introducing two new flavors of Harvest Soul
chewable juices in the next quarter. In addition to the planned launch of these new products, the Company is exploring options
to expand its productivity by moving into a new state-of-the-art production facility located in the metro-Atlanta area. The new
facility is expected to increase the production capacity of the Company and this initiative is extremely important to our ability
to meet increased demand for our product.
Our
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 could effectively capitalize on our knowledge and experience, and are capable
of developing velocity throughout the all-natural retail market space.
In
2015 the Company is focused on finding additional capital to fund expansion to additional markets in the United States.
Current
developments include the following:
● |
We
have USDA Organic and Non GMO certifications for all Harvest Soul products. |
|
|
● |
We
have developed and had certified two new flavors of Harvest Soul Chewable juices. |
|
|
● |
We
have partnered with a brokerage firm out of California to represent Harvest Soul in the west. |
|
|
● |
We
continue to seek companies that would be viable acquisition candidate. |
Results
of Operations
For
the Three Months Ended March 31, 2015 Compared to the Three Months Ended March 31 2014
Revenue
Total
revenue for the three months ended March 31, 2015 was $7,180 compared to zero for the same period in 2014. Total revenues were
from the result of orders sold both through the Harvest Soul e-commerce website and to the UNFI distribution.
Gross
Margin
Gross
margin for the three months ended March 31, 2015 was ($3,203) due to an increase in expenses. Revenue increased from $0 to $7,180
for the three month period ending March 31, 2014 and 2015 respectively, due to a shortage of working capital which caused the
Company slow production and decrease selling operations.
Operating
Expenses
For
the three month periods ending March 31, 2015 operating expenses increased $54,773, from $172,580 in 2014, to $227,353 in 2015.
Of this increase, $51,080, represented an increase in general and administrative expenses. This expense was partially offset by
a decrease in payroll of $20,900.
Loss
from Operations
Loss
from operations for the three months ended March 31, 2015 was $230,556 a increase from $172,580 for the same period in 2014. The
loss was primarily attributable to a lack of revenue.
Other
Income (Expense)
For
the three month periods ended March 31, 2015 Other Expenses increased $100,879, from $90,118 in 2014 to $190,997 in 2015. In 2015
Other Expense included $130,776 in derivative liability expense, $320,985 in interest expense, and $160,745 in losses on note
extinguishment. These expenses were offset by a gain on change in value of our derivative liabilities of $424,583.
Net
Loss
Net
Loss for the three months ended March 31, 2015, was $421,553. 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 March 31, 2015 and December 31, 2014.
| |
March
31,2015 | | |
December
31, 2014 | |
| |
| | |
| |
Current assets | |
$ | 78,846 | | |
$ | 23,112 | |
Current liabilities | |
$ | 1,997,044 | | |
$ | 1,695,780 | |
Working capital deficit | |
$ | (1,918,198 | ) | |
$ | (1,672,668 | ) |
At
March 31, 2015, we had a working capital deficit of $1,918,198 as compared to a working capital deficit of $1,672,668, at December
31, 2014, an increase in the deficit of $303,392. 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 net loss of $421,553 for the three months ended March 31, 2015. Because of the absence of positive cash flows
from operations, the Company requires additional funding for continuing the development and marketing of products. These factors
raise substantial 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 ncertainty.
At
March 31, 2015 we had minimal assets and a working capital deficit of $1,918,198. Our working capital deficit is due to the results
of operations. However we are presently able to meet our short term obligations through the sale of convertible notes.
Net
cash used in operating activities for the three months ended March 31, 2015 was ($234,817). Net cash provided by financing activities
for the three months ended March 31, 2015 was $237,405. 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 $0, which represented funds used to develop
a new website for the 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
offerings of our company’s securities. See “Note 7 – 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 March 31, 2015, 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 March 31, 2015, 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 not 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 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 March 31, 2015, 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 is
prepared to file 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. On September 9, 2014, the Court granted
the Defendants’ motion to set aside any entry of default judgment.
Except
as set forth above, we are not currently involved in any litigation that we believe could have a materially adverse effect on
our financial condition or results of operations. Except as set forth above, there is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory 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 Company’s or our Company’s subsidiaries’ officers or directors
in their capacities as such, in which an adverse decision could have a material adverse effect.
Item
1A. Risk Factors.
Our
business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual
results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the
SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this and
in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make
or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining
future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially from those
anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result
of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports
filed with the SEC.
An
investment in our Company involves a substantial risk of loss. You should carefully consider the risks described below, before
you make any investment decision regarding our Company. Additional risks and uncertainties, including those generally affecting
the market in which we operate or that we currently deem immaterial, may also impair our business. If any such risks actually
materialize, our business, financial condition and operating results could be adversely affected. In such case, the trading price
of our common stock could decline.
The
following risk factors are not exhaustive and the risks discussed herein do not purport to be inclusive of all possible risks
but are intended only as examples of possible investment risks. To facilitate understanding of the various business risks applicable
to our Company and the strategic alliance companies through which we intend to operate our business during the foreseeable future,
the risk factors discussed herein address our Company together with the risks applicable to our operations that we intend to conduct
with our strategic alliance partners.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item
3. Defaults upon Senior Securities.
There
were no defaults upon senior securities during the quarter ended March 31, 2015.
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.
Dated:
May 22, 2015 |
FRESH
PROMISE FOODS, INC. |
|
|
|
/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:
May 22, 2015 |
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.; |
|
|
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 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: |
|
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:
May 22, 2015 |
By: |
/s/
Kevin P. Quirk |
|
|
Kevin P. Quirk |
|
|
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 March 31,
2015, 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) |
Such
Quarterly Report on Form 10-Q for the period ended March 31, 2015, fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and |
|
|
|
|
(2) |
The information
contained in such Quarterly Report on Form 10-Q for the period ended March 31, 2015, fairly presents, in all material respects,
the financial condition and results of operations of the Company. |
Date:
May 22, 2015 |
By: |
/s/
Kevin P. Quirk |
|
|
Kevin
P. Quirk |
|
|
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 March 31, 2015, 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:
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(1) |
Such
Quarterly Report on Form 10-Q for the period ended March 31, 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 March 31, 2014, fairly presents, in all material
respects, the financial condition and results of operations of the Company. |
Date:
May 22, 2015 |
By: |
/s/
Kevin P. Quirk |
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Kevin P. Quirk |
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Principal Financial
Officer
Fresh Promise Foods, Inc. |