Quarterly Report (10-q)

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: June 30, 2015

[ ] 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)

(855) 404-3734

(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 August 17, 2015, there were 580,398,797 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

		Page
Part I. Financial Information

Item 1.	Condensed Consolidated Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6

Part II. Other Information

Item 1.	Legal Proceedings	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosure	7
Item 5.	Other Information	7
Item 6.	Exhibits	8

Signatures		9

PART I. FINANCIAL STATEMENTS

ITEM I. FINANCIAL STATEMENTS

Fresh Promise Foods, Inc.

Consolidated Balance Sheet

	June 30, 2015			December 31, 2014
		(Unaudited)
Assets
Current Assets
Cash	$	25,568		$	1,663
Accounts Receivable		5,010			-
Inventory		61,024			20,935
Other Current Assets		10,273			515
Total Current Assets		101,875			23,112

Property, Plant & Equipment net		113,417			90,559
Website Development & Software Purchased		4,782			4,782
Total Assets	$	220,074		$	118,454

Liabilities and Stockholders Deficit
Liabilities
Current Liabilities
Account payable	$	297,929		$	298,815
Accrued expenses		84,325			69,087
Convertible note payable		806,475			388,957
Accrued salaries due officers		108,971			330,465
Convertible note derivative liability		969,212			584,857
Loan due related parties		30,452			23,600
Capital lease liability-short term		16,541			7,678
Total Current Liabilities		2,313,905			1,703,458

Long Term Liabilities
Capital Lease Liability net of current portion		50,146			35,748
Total Liabilities		2,364,051			1,739,206

Preferred stock series B - par value, $0.00001 10 shares authorized, and 2 and 2 shares outstanding, respectively.
Preferred stock series C - par value $0.00001 30,000,000 shares authorized, 308,180 and 341,180 shares outstanding, respectively.		3			3
Common stock - par value $0.00001 2,000,000,000 shares authorized, 177,354,907 and 7,155,532 shares outstanding, respectively		1,773			71
Additional paid In Capital		7,543,574			7,135,240
Accumulated deficit		(9,689,327	)		(8,756,066	)
Total Stockholders’ Deficit		(2,143,977	)		(1,620,752	)
Total Liabilities and Stockholders’ Deficit	$	220,074		$	118,454

See accompanying notes to unaudited consolidated financial statements.

F-1

Fresh Promise Foods, Inc.

Consoldiated Statement of Operations

Three and Six Months Ended June 30

Unaudited

	Three Months Ended						Six Months Ended
	June 30, 2015			June 30, 2014			June 30, 2015			June 30, 2014
Revenues	$	19,093		$	-		$	27,030		$	-
Cost of Goods Sold		10,836			-			23,649			3,136
Gross Margin		8,258			-			3,381			(3,136	)

Operating Expenses
Rent		11,208			3,575			22,458			3,575
Professional fees		87,843			133,359			160,293			133,359
Consulting fees		-			622			-			5,399
General and administrative expense		89,592			34,606			148,770			38,635
Payroll and related expense		74,100			310,668			148,200			310,668
Depreciation		3,954			-			7,062			-
Stock based compensation		-			2,950			-			2,950
		-			-			-
Total Operating Expenses		266,697			485,780			486,783			494,586

Loss from operations		(258,439	)		(485,780	)		(483,402	)		(497,722	)

Other expenses (Income)
Debt forgiveness		-			-			-			(22,000	)
(Gain) Loss on Change in value of derivative liability		30,563			(371,640	)		(394,020	)		(371,640	)
Derivative liability expense		2,409			233,293			133,185			233,293
(Gain) Loss on Extinguishment		(7,086	)		-			153,659			-
(Gain) loss on Note conversion		1,359			5,321			4,433			5,321
Other expense					-			-			(97	)
(Gain) Loss on stock issuance		-			(51,000	)		-			(51,000	)
Interest expense		229,491			10,753			552,101			194,080
		256,736			(173,273	)		449,358			(12,043	)

Loss before provision for income tax		(515,175	)		(312,507	)		(932,760	)		(485,679	)

Provision for income tax		-			-			-			-

Net Loss	$	(515,175	)	$	(312,507	)	$	(932,760	)	$	(485,679	)

Net Loss per share: Basic and diluted	$	(0.02	)	$	(0.46	)	$	(0.02	)	$	(0.83	)

Weighted Average Number of Shares Outstanding: Basic and diluted		21,489,355			685,412			40,613,561			584,306

See accompanying notes to unaudited consolidated financial statements.

F-2

Fresh Promise Foods, Inc.

Consoldiated Statements of Cashflows

Six Months Ended June 30, 2015

Unaudited

	Six months ended
	6/30/2015			6/30/2014
OPERATING ACTIVITIES
Net loss from operations	$	(932,760	)	$	(485,679	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		390,337			150,558
(Gain) Loss on Change in value of derivative liability		(394,020	)		(371,640	)
Derivative liability expense		133,185			233,293
Debt forgiveness		-			-
Other expense - other		-			(97	)
(Gain) Loss on note conversion		73,792			5,321
(Gain) Loss on Extinguishment		153,659			-
(Gain) Loss on stock issuance		-			(51,000	)
Premium expense		-			-
Stock based compensation		-			2,950
Depreciation		7,062			-
Changes in working capital items
Accrued salaries due officers		208,172			270,668
Other current assets		(9,757	)		-
Amount due current and former officer		-			(31,062	)
Advances from related parties		6,852			3,600
(Increase) decrease in inventory		(40,089	)		-
(Increase) in account receivable		(5,010	)		-
Decrease in accounts payable		(886	)		1,042
Increase (decrease) in accrued expenses		15,227			(9,752	)
Cashflow from operating activities		(394,237	)		(276,416	)

INVESTING ACTIVITIES
Purchase of Property, Plant & Equipment		(29,920	)		(12,661	)
Website development		0			(3,417	)
Cashflow from investing activities		(29,920	)		(16,078	)

FINANCING ACTIVITIES
Proceeds from note payable		342,500			308,432
Proceeds from short term loans		34,691			-
Proceeds from Capital Lease		29,920			-
Proceeds from stock sale		-			-
Repayment of Capital Lease		(6,659	)		-
Cashflow from financing activities		400,452			308,432

Net change in cash		(23,705	)		15,938
Beginning cash		49,273			33,335
Ending Cash		25,568			49,273

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

Non-Cash Investing and Financing Activities:
Record derivative liability on notes	$	-		$	73,344
Conversion of note to common stock	$	120,160		$	-
Issuance of promissory note for accrued expenses	$	-		$	-
Issuance of shares under stock payable	$	-		$	126,000

See accompanying notes to unaudited consolidated financial statements.

F-3

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Fresh Promise Foods is a consumer products and marketing company focused on the high-margin multi-billion dollar health and wellness food and beverage sectors. Under its wholly owned subsidiary, Harvest Soul Inc., the Company is building a production facility in Atlanta, GA. and 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 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).

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.

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 required 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 opinion of management, all adjustments (consisting of normal recurring items) necessary to present fairly the Company’s financial position as of June 30, 2015, and the result of operations and cash flows for the three and six months ending June 30, 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.

F-4

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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 June 30, 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.

F-5

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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 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 June 30, 2015 and December 31, 2014, the Company had inventory of $61,024 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 consists of billings to customers for products invoiced and shipped. Accounts receivable as of June 30, 2015 was $5,010 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 June 30, 2015 and December 31, 2014. Bad debt expense related to customer receivables for the year ended June 30, 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 June 30, 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 June 30, 2015, the Company had convertible notes and warrants outstanding that could be converted into approximately 1,939,099,489 and 126,836,204 at December 31, 2014, common shares based up the closing bid price of the company’s common stock at June 30, 2015 and December 31, 2014 respectively. These are not presented in the statement of operations since the Company incurred a loss and the effect of these shares are anti-dilutive.

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.

F-6

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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.

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 $7,062 and $8,844 for the six months ended June 30, 2015 and year ended December 31, 2014, respectively. Property and equipment consisted of the following at June 30, 2015 and December 31, 2014:

	June 30, 2015			December 31, 2014
Furniture and fixtures	$	3,389		$	3,389
Production equipment		127,912			97,342
Total property and equipment		131,301			100,731
Less: Accumulated depreciation		(17,884	)		(10,172	)
Property and equipment, net.	$	113,417		$	90,559

F-7

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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 six months ending June 30, 2015, the Company received proceeds of $74,726 and made repayments of $62,874 from a third party. That increased the amount due to related parties to $30,452 from $23,600 in June 30, 2015 and December 31,2014 respectively.

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 June 30, 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 Other		Significant
			Active Markets for	Observable		Unobservable
			Identical Assets	Inputs		Inputs
Description	6/30/2015		(Level l)	(Level 2)		(Level 3)
Convertible promissory notes with embedded conversion option	$	969,212	-0-		-0-	$	969,212
Total	$	969,212	-0-		-0-	$	969,212

The following table sets forth a summary of change in fair value of our derivative liabilities for the period ended June 30, 2015:

Beginning balance	$	862,485
Change in fair value of embedded conversion features of convertible promissory notes and warrants included in earnings	$	(394,020	)
Embedded conversion option & warrant liability recorded in connection with the issuance of convertible promissory notes	$	496,314
Change in fair value of embedded conversion features of convertible promissory notes due to conversion	$	4,433
Ending balance	$	969,212

F-8

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE

Convertible notes payable consist of the following at June 30, 2015 and December 31, 2014:

All common share data in this table have been adjusted for the reverse stock split.

	June 30, 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, 2015. 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%: with the expected term of 92 days.		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 September 30, 2015. 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%: with the expected term of 92 days. 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. During the second quarter of 2015, the third party converted $6,246 of the note into 2,621,621 shares of common stock of the Company.		2,004		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 September 30, 2015. 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%: with the expected term of 92 days. 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 and the maturity date 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 than $0.0001. A debt extinguishment was booked due to the changes in terms. The note matures on February 10, 2016.		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 matured September 11, 2014 but was extended to September 30, 2015. 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 with the expected term of 225 days. 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. During the second quarter of 2015, the third party converted $4,257 of the note into 7,740,600 shares of common stock of the Company.		8,738		15,000

On October 29, 2013 the Company executed a promissory note for $2,500. The note bears interest at 6% and is secured by common stock of the Company. The loan matures April 29, 2014 but was extended to September 30, 2015. The note is convertible at the lower of a day’s discount of 35% off the prior 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% with the expected term of 92 days.		2,500		2,500

F-9

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. The note matured on January 01, 2015 but was extended to September 30, 2015. The note is considered a stock settled debt instrument. The expected term is 92 days.	20,000	20,000

In February 2014, a note with a face value of $22,000 was sold to a third party. In February 2014, the third party converted $11,000 of the 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. The note matured on January 01, 2015 but was extended to September 30, 2015. The note is considered a stock settled debt instrument. The expected term is 92 days.	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% with the expected term of 92 days. The note matured on January 23, 2015 but was extended to September 30, 2015.	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% with the expected term of 92 days. 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. During the second quarter of 2015, the third party converted $10,683 of the note into 13,427,276 shares of common stock of the Company. The note matured on March 17, 2015 but was extended to September 30, 2015.	569	17,865

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 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 276% and an assumed dividend of 0% with the expected term of 92 days. 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. During the second quarter of 2015, the third party converted $12,011 of the note into 21,721,132 shares of common stock of the Company. The note matured on June 9, 2015 but was extended to September 30, 2015.	5,892	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 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 276% and an assumed dividend of 0% with the expected term of 92 days. 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. During the second quarter of 2015, the third party converted $43,098 of the note into 54,315,828 shares of common stock of the Company. The note matured on June 11, 2015 but was extended to September 30, 2015.	3,361	86,500

F-10

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 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 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

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 and maturity date were changed. The note matures on February 10, 2016. 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 debt estinguishment was booked due to the changes in terms. 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. During the second quarter of 2015, the third party converted $16,601 of the note into 13,758,452 shares of common stock of the Company. The expected term is 225 days.	64,521	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. On April 8, 2015 the note was modified by $15,000. The terms of that portion of the note has changed and bears interest at 6% are unsecured. The note has a maturity date of August 8, 2015. The expected term of the note is 39 days.	35,000	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% with the expected term of 92 days. 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. During the second quarter of 2015, the third party converted $19,671 of the note into 29,078,917 shares of common stock of the Company. The note matured on April 3, 2015 but was extended to September 30, 2015	5,304	42,500

On July 8, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price. The Company has recorded the derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with the following assumptions: Risk free interest rate of .025, volitility of 270% and an assumed dividend of 0% with the expected term of 7 days. The note matured on July 8, 2015 but was extended to September 30, 2015.	42,500	42,500

F-11

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. This note matures on September 5, 2015. he 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 425%, and an assumed dividend rate of 0%.	52,500	52,500

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. This note matures on October 27, 2015. 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 FreeInterest rate of .025, volatility of 373%, and an assumed dividend rate of 0% with the expected term of 77 days.	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 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. On June 11, 2015, the note was purchased and the terms and maturity date were changed. The new terms beared a 6% interest rate. The note can be converted into common stock at a discount of 50% off the conversion price. The conversion price is the average 3 day lowest closing sales price during a 10 day period prior to conversion. A debt estinguishment was booked due to the changes in terms. The note matures on June 11, 2016. 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 337%, and an assumed dividend rate of 0% with the expected term of 164 days.	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 70% 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. The note matures on January 5, 2016. 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 FreeInterest rate of .025, volatility of 328%, and an assumed dividend rate of 0% with the expected term of 189 days.	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. Or the closing price of the issuer on the date of this note of $.001. The note matures on January 31, 2016. 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 FreeInterest rate of .025, volatility of 317%, and an assumed dividend rate of 0% with the expected term of 185 days.	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 a discount of 55% 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. The note matures on February 10, 2016 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 285%, and an assumed dividend rate of 0% with the expected term of 225 days..	52,500	-

F-12

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 the closing price of the issuer on the date of this note of $.001. The note matures on February 13, 2016. 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 FreeInterest rate of .025, volatility of 269%, and an assumed dividend rate of 0% with the expected term of 228 days.	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 70% 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. The note matures on February 13, 2016 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 FreeInterest rate of .025, volatility of 269%, and an assumed dividend rate of 0% with the expected term of 228 days.	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 Market price. The note matures on January 26, 2016. The note is considered a stock settled debt instrument. The expected term is 210 days.	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 Market price. The note matures on March 17, 2016. The note is considered a stock settled debt instrument. The expected term is 261 days.	28,000	-

On June 30, 2015, the Company executed a promissory note for $150,333. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at bid price on the day prior to conversion . The note matures on June 30, 2016. 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 46%, and an assumed dividend rate of 0% with the expected term of 366 days.	150,333	-

On June 30, 2015, the Company executed a promissory note for $62,229. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at bid price on the day prior to conversion . The note matures on June 30, 2016. 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 46%, and an assumed dividend rate of 0% with the expected term of 366 days.	62,229	-

On June 12, 2015, 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 average closing price of the previous 3 days . The note matures on June 12, 2016. 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 89%, and an assumed dividend rate of 0% with the expected term of 348 days.	40,000	-

On April 10, 2015, the Company executed a promissory note for $31,500. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at 60% of the average of the two lowest closing prices in the 25days price to convesion. The note matures April 10, 2015. The note is considered a stock settled debt instrument. The expected term is 285 days.	31,500	-

F-13

On April 4, 2015, the Company executed a promissory note for $25,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at average closing price of the previous 3 days . The note matures on April 4, 2016. 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 185%, and an assumed dividend rate of 0% with the expected term of 279 days.	25,000		-

On May 13, 2015, the Company executed a promissory note for $25,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at average closing price of the previous 3 days . The note matures on May 13, 2016. 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 135%, and an assumed dividend rate of 0% with the expected term of 318 days.	25,000		-

On June 23, 2015, the Company executed a promissory note for $25,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at average closing price of the previous 3 days . Then note matures on June 23, 2016. 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 68%, and an assumed dividend rate of 0% with the expected term of 359 days.	25,000		-

On June 16, 2015, the Company executed a promissory note for $25,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at average closing price of the previous 3 days. The note matures on June 16, 2016. 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 86%, and an assumed dividend rate of 0% with the expected term of 352 days.	25,000		-

On May 28, 2015, the Company executed a promissory note for $23,000. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at 55% of the Conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The note matures on May 28, 2016. 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 110%, and an assumed dividend rate of 0% with the expected term of 333 days.	23,000		-

On April 1, 2015, the Company executed a promissory note for $12,000. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at average closing price of the previous 3 days . The note matures on April 1, 2016. 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 185%, and an assumed dividend rate of 0% with the expected term of 276 days.	12,000		-

On April 30, 2015, the Company executed a promissory note for $7,500. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at 50% of the Market price. The Market price is the average closing bid price on the 3 days prior to the date of conversion. The note matures on April 30. 2016. The note is considered a stock settled debt instrument. The expected term is 305 days.	7,500		-

On April, 8 2015, the Company executed a promissory note for $7,408. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at 50% of the Market price. The Market price is the average closing bid price on the 3 days prior to the date of conversion. During the second quarter of 2015, the third party converted $7,592 of the note into 8,633,577 shares of common stock of the Company. The note matures on April 8, 2016. The note is considered a stock settled debt instrument. The expected term is 283 days	7,406		-

Premium liability	29,846		29,846

Unamortized debt discount on derivative liabilities	(426,759	)	(248,811	)

Total convertible notes outstanding, net of unamortized discounts	806,475		388,957

F-14

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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.

Series A Preferred stock has been cancelled.

Series B Preferred

Designation

This class of stock of this Corporation shall be named and designated "Series B Preferred Stock". It shall have 10 shares authorized at $0.00001 par value per-share.

Conversion Rights

a. If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall be convertible into the number of shares of Common Stock which equals four times the sum of; i) the total number of shares of Common Stock which are issued and outstanding at the time of conversion, plus ii) the total number of shares of Series B and Series C Preferred Stocks which are issued and outstanding at the time of conversion. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Seourities Act of 1933, as amended (the "Securities Act"), and that it cannot be transferred unless it is so registered, or an exemption from registration is available, in the opinion of counsel to the Corporation.

b. Each individual share of Series B Preferred Stock shall be convertible into the number of shares of Common Stock equal to:

[four times the sum of (all shares of Common Stock issued and outstanding at time of conversion + all shares of Series B and Series C Preferred Stock issued and outstanding at'time of conversion)]

divided by:

[the number of shares of Series B Preferred Stock issued and outstanding at the time of conversion]

Issuance

Shares of Series B Preferred Stock may only be issued in exchange for the partial or full retirement of debt held by Management, employees or consultants, or as directed by a majority vote of the Board of Directors. The number of shares of Series B Preferred Stock to be issued to each qualified person (member of Management, employee or consultant) holding a Note shall be determined by the following formula:

For retirement of debt:

number of shares of Series B Preferred Stock to be issued

where x₁+ x₂+ x₃ ... + ... x_n represent the discrete notes and other obligations owed the lender (holder), which are being retired.

F-15

Voting Rights

a. If at least one share of Series B Preferred Stock is issued and outstanding, then the total aggregate issued shares of Series B Preferred Stock at any given time, regardless of their number, shall have voting rights equal to four times the sum of: i) the total number of shares of Common Stock which are issued and outstanding at the time of voting, plus ii) the total number of shares of Series B and Series C Preferred Stocks whicli are issued and outstanding at the time of voting.

b. Each individual share of Series B Preferred Stock shall have the voting rights equal to:

[four times the sum of (all shares of Common Stock issued and outstanding at time of voting + all shares of Series B and Series C Preferred Stocks 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]

Series C Preferred

Designation

This class of stock of this Corporation shall be named and designated "Series C Preferred Stock'. It shall have 30,000,000 shares authorized at $0.00001 par value per share.

Dividends

The holders of Series C Preferred Stock shall be 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

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 C Preferred Stock, the holders of the Series C 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 C 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 C Preferred Stock held by them. After the payment of the full applicable Preference Value of each share of the Series C 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.

Conversion and Anti Dilution

(a) Each share of Series C Preferred Stock shall be convertible, at any time, and/or from time to time, into the number of shares of the Corporation's Common Stock, par value $0.00001 per share, equal to the price of the Series C Preferred Stock, divided by the par value of the Common Stock, subject to adjustment as may be determined by the Board of Directors from time to time (the "Conversion Rate"). For example, assuming a $2.50, price per share of Series C Preferred Stock and a per value or $0.00001 per share for Common Stock, each share of Series C Preferred Stock would be convertible into 250,000 sheres of Common Stock. Such conversion shall be deemed to be effective on the business day (the "Conversion Date") following the receipt by the Corporation of written notice frorn the holder or the Series C Preferred Stock of the holder's intention to convert the shares of Series C Stock, together with the holder's stock certificate or certificates evidencing the Series C Preferred Stock to be converted.

(b) Promptly after the Conversion Date, the Corporation shall issue and deliver to such holder a certificate or certificates for the number of full shares of Common Stock issuable to the holder pursuant to the holder's conversion of Series C Preferred. Shares in accordance with the provisions of this Section. The stock certificate(s) evidencing the Common Stock shall be issued with a restrictive legend indicating that it was issued in a transaction exempt from registration under the Securities Act, and that it cannot be transferred unless it is to registered, or an exemption from registration is available, in the opinion of counsel to the Corporation. The Common Stock shall be issued in the same name as the person who is the holder of the Series C Preferred Stock unless, in the opinion of counsel to the Corporation, such transfer can be made in compliance with applicable securities laws. The person in whose name the eertificate(s) of Common Stock are so registered shall be treated as a holder of shares of Common Stock, of the Corporation on the date the Common Stock certificates) are so issued.

All shares of Common Stock delivered upon conversion of the Series C Preferred Shares as provided herein shall be duly and validly issued and fully paid and non-assessable. Effective as of the Conversion Date, such converted Series C Preferred Shares shall no longer be deemed to be outstanding and all rights of the holder with respect to such shares shall immediately terminate except the right to receive the shares of Common Stock issuable upon such conversion.

(c) The Corporation covenants that, within 30 days of receipt of a conversion notice from any holder.of shares of Series C Preferred Stock wherein which such conversion would create more shares of Common Stock than are authorized, the Corporation will increase the authorized number of shares of Common Stock sufficient to satisfy such holder of shares of Series C submitting such conversion notice.

(d) Shares of Series C Preferred Stock are anti-dilutive to reverse splits, and therefore in the case of a reverse split, are convertible to the number of Common Shares after the reverse split as would have been equal, to the ratio established prior to the reverse split. The conversion rate of shares of Series C Preferred Stock, however, would increase proportionately in the case of forward splits, and may not be diluted by a reverse split following a forward split.

F-16

Voting Rights

Each share of Series C Preferred Stock shall have ten votes for any election or other vote placed before the shareholders of the Corporation.

Price

(a) The initial price of each share of Series C Preferred Stock shall be $2.50.

(b) The price of each share of Series C Preferred Stock may be changed either through a majority vote of the Board of Directors through a resolution at-a meeting of the Board, or through a resolution passed at an Action Without Meeting of the unanimous Board, until such time as a listed secondary and/or listed public market develops for the shares.

Common Stock

The Company used Extinguishment Accounting for convertible notes with embedded derivatives, wherein on conversion of debt, the amount of debt converted is debited, equity is credited for the fair value of shares issued, related derivative is reversed and any remaining balance is recognized as a gain or loss on conversions.

During the six months ended June 30, 2015, a note dated 1/21/2014, with a face value of $13,500, was partially converted into 2,974,562 shares, representing $8,011 of principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 1/15/2014, with a face value of $22,000, was partially converted into 730,000 shares, representing $2,738 of principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 3/17/2014, with a face value of $25,000, was partially converted into 14,996,856 shares, representing $17,296 of principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 4/3/2014, with a face value of $42,500, was partially converted into 32,806,932 shares, representing $37,197 of principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 4/8/2015, with a face value of $15,000, was partially converted into 8,633,577 shares, representing $7,592 of principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 6/5/2014, with a face value of $86,500, was partially converted into 61,175,988 shares, representing $83,138 of principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 6/9/2015, with a face value of $30,000, was partially converted into 24,377,441 shares, representing $24,109 of principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 6/11/201, with a face value of $86,292, fully converted the remaining principal of $8,616 into 1,170,667 shares. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 2/10/2015, with a face value of $88,500, was partially converted into 15,228,159 shares, representing $23,978 principal. This was exempt from registration under rule 144.

During the six months ended June 30, 2015, a note dated 2/10/2015, with a face value of $15,000, was partially converted into 8,105,193 shares, representing $6,263 of principal. This was exempt from registration under rule 144.

F-17

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

Common Stock Warrants

The Company did not issue any warrants during the quarter ending June 30, 2015.

The following table sets forth common share purchase warrants outstanding as of June 30, 2015 and December 31, 2014:

	Exercise Price
Outstanding warrants December 31, 2014		4,533,334	0.02
Outstanding warrants June 30, 2015		4,533,334	0.02

Common stock issuable upon exercise of warrants		4,533,334	0.02

Outstanding warrants at June 30, 2015 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 June 30, 2015 and December 31, 2014.

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 $515,175 for the quarter ending June 30, 2015 and the Company had an accumulated deficit of $9,689,327 and a working capital deficit of $2,212,030 at June 30, 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 entered into an agreement with Optimum Sales a Company based in El Dorado Hills, CA with Optimum Sales becoming the west coast broker of Harvest Soul Chewable Juices.

The Company had conversions of notes payable into 403,043,898 shares of common stock. The total principal converted was $448,872. The conversions were done at the contractual terms per the agreements.

On July 9th, 2015, the Company entered a consulting agreement with a third party. The agreement carries a convertible note valued at $84,000.

F-18

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. The Company believes the natural food and beverage market will continue to grow at a relatively substantial pace, allowing 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 be capable of developing velocity throughout the all-natural retail market space.

In 2015 the Company remains focused on finding additional capital to fund expansion to additional markets in the United States.

Recent developments include the following:

●	We have obtained 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 and Six Months Ended June 30, 2015 Compared to the Three and Six Months Ended June 30 2014

Revenue

Total revenue for the three and six months ended June 30, 2015 was $19,093 and $27,030 respectively compared to zero for the same period in 2014. Total revenues were 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 and six months ended June 30, 2015 was $8,258 and $3,382 respectively. The increase was due to an increase in revenues and lower production cost. Revenue increased from $0 to $19,093 for the three month period ending and $27,030 for the six month period ending June 30, 2015 compared to June 30, 2014. The increase was due to greater sales volume related to Harvest Soul Chewable Juices.

Operating Expenses

For the three and six month periods ending June 30, 2015 operating expenses decreased ($219,083) from $485,750 for the three month ending June 30, 2015 compare to the same three months in 2014. Operating expenses decreased by ($7,802) from $494,586 for the six months ending June 30, 2015 compared to 2014. The decrease was due in part to lower payroll related expenses in 2015.

Loss from Operations

Loss from operations were $258,439 and $483,402 for three and six months ending June 30, 2015 compared to $485,780 and $497,722 in 2014. Lower operating cost contributed to the decease in the loss.

Other Income (Expense)

Other Expenses increased $430,009, from ($173,273) in 2014 to $256,736 for the three month periods ended June 30, 2015. Other Expense included $2,409 in derivative liability expense, $229,491 in interest expense, and a gain of ($7,086) in on note extinguishment. These expenses were offset by a loss on change in value of our derivative liabilities of $30,563.

Net Loss

Net Loss for the six months ended June 30, 2015, was $932,760. 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 June 30, 2015 and December 31, 2014.

	6/30/2015			12/31/2014

Current assets	$	101,875		$	23,112
Current liabilities	$	2,313,905		$	1,703,458
Working capital deficit	$	(2,212,030	)	$	(1,680,346	)

At June 30, 2015, we had a working capital deficit of $2,212,030 as compared to a working capital deficit of $1,680,346, at December 31, 2014, an increase in the deficit of $531,684. 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 $936,728 for the six months ended June 30, 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 uncertainty.

At June 30, 2015 we had minimal assets and a working capital deficit of $2,212,030. 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 six months ended June 30, 2015 was ($394,237). Net cash provided by financing activities for the six months ended June 30, 2015 was $400,452. Net cash provided by financing activities for this period consists primarily of the issuance of a convertible notes. Net cash used in investing activities was ($29,920).

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 June 30, 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 June 30, 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 June 30, 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 June 30, 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: August 17, 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: August 17, 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: August 17, 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 June 30, 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 June 30, 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 June 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 17, 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 June 30, 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:

	(1)	Such Quarterly Report on Form 10-Q for the period ended June 30, 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 June 30, 2015, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 17, 2015	By:	/s/ Kevin P. Quirk
		Kevin P. Quirk
		Principal Financial Officer Fresh Promise Foods, Inc.

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