NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2016
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
June 30,
2016
NOTE 3
– 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 $0 and $0 for the quarter ended
September 30, 2016 and year ended December 31, 2015, respectively. Property and equipment consisted of the following at September
30, 2016 and December 31, 2015:
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
Furniture
and fixtures
|
|
$
|
0
|
|
|
$
|
3,389
|
|
Production equipment
|
|
|
0
|
|
|
|
96,692
|
|
Total property and
equipment
|
|
|
0
|
|
|
|
100,081
|
|
Less: Accumulated
depreciation
|
|
|
|
|
|
|
(12,630
|
)
|
Property and equipment,
net.
|
|
$
|
0
|
|
|
$
|
87,451
|
|
FRESH PROMISE
FOODS, INC.
NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2016
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
|
|
9/30/2016
|
|
|
(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
September
30, 2016
NOTE 5
– RELATED PARTY TRANSACTIONS
At September
30, 2016, the Company owed related parties $0 in connection with convertible notes payable.
NOTE 5
– NOTES AND CONVERTIBLE NOTES PAYABLE
Convertible
notes payable consist of the following at September 30, 2016 and December 31, 2015:
All common
share data in this table have been adjusted for the reverse stock split.
|
|
Balance
Due at
|
|
|
|
September
30, 2016
|
|
|
December
31, 2015
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
11,235
|
|
|
|
17,865
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
7,902
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
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 bared 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 than $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.
|
|
|
41,444
|
|
|
|
88,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 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 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.
|
|
|
8,410
|
|
|
|
42,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
7 – STOCKHOLDERS’ EQUITY (DEFICIT)
The authorized
common stock of the Company consists of 8,999,999,999 shares with a par value $0.001. The Company also has 10,000,000 shares of
Preferred A stock authorized and 10,000,000 shares of Preferred A stock issued.
During
the nine months ended September 30, 2016, 0 common shares were issued upon the conversion of debt having an aggregate principal
amount of $ 0. From October 1, 2015 until April ___, 2018 _____ common shares were issued upon the conversion of debt having an
aggregate principal amount of $______.
Series A Preferred stock was validated
on 3/30/2017 (see Subsequent Events).
Series B Preferred - Cancelled
Series C Preferred - Cancelled
Dividends
The
holders of Series A Preferred Stock are entitled to receive dividends when, as and if declared by the Board of Directors, in its
sole discretion.
The
Board of Directors has not designated a % of dividends to be paid and as such no dividends have been accumulated to date. The
Board has not declared any dividends to be paid therefore no accrual has been recorded.
Liquidation Rights
Series A Convertible Stock
The Preferred
Series A Shares will be entitled to 2/3 of the total vote on all matters voted on by the shareholders of the Corporation and shall
be further entitled to such voting rights as may be expressly required by law.
Warrants
Common
Stock Warrants
The Company
did not issue any warrants during the quarter ending September 30, 2016.
The following
table sets forth common share purchase warrants outstanding as of September 30, 2016 and December 31, 2015:
Outstanding warrants December
31, 2014
|
|
|
4,533,334
|
|
|
|
0.02
|
|
Outstanding warrants September 30, 2015
|
|
|
4,533,334
|
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
Common stock issuable upon exercise of warrants
|
|
|
4,533,334
|
|
|
|
0.02
|
|
Outstanding
warrants at September 30, 2016 have a weighted average remaining contractual life of 3 months. All warrants have an average weighted
exercise price of $0.02. The warrants had an intrinsic value of $0 at September 30, 2016 and December 31, 2015.
There are
no warrants outstanding at April 27, 2018.
FRESH PROMISE
FOODS, INC.
NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
September
30, 2016
NOTE 8
– GOING CONCERN
The Company
decided to change its business plan and is in the process of introducing its new product line. However, it has negative stockholders’
equity and working capital balances and no committed sources for debt or equity financing.
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
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
NOTE
9 – SUBSEQUENT EVENTS
From October
1, 2015 to April 27, 2018:
The Company
has evaluated all transactions from June 30, 2016 through the financial statement issuance date for subsequent event disclosure
consideration and has determined that there were no reportable events that occurred during that subsequent period to be disclosed
or recorded except as disclosed in Note 6 and the items listed below:
|
·
|
1/6/2016 – Director Resignation and Release
Agreement.
|
|
·
|
1/12/2016 – Letter of Resignation from
Kevin Quirk.
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3/30/2017 – Order granting in PART MOTION
for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK in favor of Plaintiffs.
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·
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The Plaintiffs MOTION FOR DEFAULT Judgment was
granted against Hellwig, Anthus and Stakool/Fresh Promise jointly and severely by Jennifer A. Dorcey, United States District
Court Judge, District of Nevada, as follows:
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·
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Clinton Hall, LLC - $196,800
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·
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Richard Maher - $25,000
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·
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Plaintiff’s Attorneys Fees - $67,846.89
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4/10/2017 – Preferred Stock Series B deemed
null and void. This series was issued without proper Shareholder approval and notification.
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4/10/2017 – Preferred Stock Series C deemed
null and void. This series was issued without proper Shareholder approval and notification.
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4/10/2017 – The Series A Preferred Stock
held by Clinton Hall, LLC will reflect in subsequent Financial Statements and was adjudicated in the above referenced lawsuit
to be deemed in full force and effect.
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5/4/2017 – Joe E. Poe, Jr. was elected
in term CEO by a vote of a majority of the Shareholders.
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6/27/2017 – Creative Edge Nutrition, a
Nevada corporation (“CEN”) and Fresh Promise Foods, Inc., a Nevada corporation (the “Company”) executed
an Asset Purchase Agreement (“Agreement”) whereby the Company purchased the assets and liabilities of CEN’s
subsidiary, “Giddy Up Energy Products, Inc. (“Giddy”). The Company purchased Giddy’s assets and liabilities
in exchange for 4,719,760,108 shares shares of the Company’s common stock.
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1/24/2018 – The Company has completed
the distribution of its common shares to the CEN shareholders in order to consummate the acquisition of Giddy. Pursuant to
the Agreement, the Company is in the process of spinning out its existing assets and liabilities and assuming Giddy’s
business plan involving nutritional supplements and energy drinks focusing on an active lifestyle.
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4/2/2018 – Engagement negotiations for
a PCOB auditing firm commenced.
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4/5/2018 – The Issuer
is being sued by David G. Wiser, LLC 3145 Lookout Circle, Suite 300. Cincinnati, OH 42208 for debt acquired from the Asset/Debt
purchase of Creative Edge Nutrition for conversion of his debt when there are no available shares to issue until the Issue
files all of its delinquent filings
4/27/2018 - The Issuer anticipates
the settlement of the above mentioned lawsuit with David G. Wiser
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Convertible
Debt – See Financials
Issuance of
Common Stock – 8,999,999,998 issued and outstanding. Shares for Convertible Debt have been issued
Litigation
- On March 30, 2017 an order was granted in PART MOTION for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK
in favor of Plaintiffs. The Plaintiffs MOTION FOR DEFAULT Judgment was granted against Hellwig, Anthus and Stakool/Fresh Promise
jointly and severely by Jennifer A. Dorcey, United States District Court Judge, District of Nevada, as follows:
4/5/2018 –
The Issuer is being sued by David G. Wiser, LLC 3145 Lookout Circle, Suite 300. Cincinnati, OH 42208 for debt acquired from the
Asset/Debt purchase of Creative Edge Nutrition for conversion of his debt when there are no available shares to issue until the
Issue files all of its delinquent filings.
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·
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Clinton Hall, LLC - $196,800
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·
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Richard Maher - $25,000
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·
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Plaintiffs Attorney’s Fees - $67,846.89
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No other pending legal proceedings.
The financial statements presented
have been produced with a reliance on documents received from former management. Current management is engaging a new auditing
team.
These financials
are relied upon numbers given to current management from the former CPA, Mitchell J. Pruzansky, CPA, Pompano Beach, and Florida
Accounting.
Current management
is currently engaging a new auditing team and will revise any and all numbers if needed.
ITEM 2