NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2016
SHARE-BASED
EXPENSE
ASC
718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions
in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options,
and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees,
including grants of employee stock options, are recognized as compensation expense in the financial statements based on their
fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for
the award, known as the requisite service period (usually the vesting period).
The
Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC
505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is
based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments
issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance
completion date.
WEBSITE
DEVELOPMENT COSTS
The
Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development
Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application
and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation
of the website are expensed as incurred.
The
Company placed into service its main website (www.freshpromisefoods.com) in 2013. All costs associated with these websites are
subject to straight-line amortization over there expected useful life, a five year period.
RECENT
ACCOUNTING PRONOUNCEMENTS
Except
for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered
standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature
recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes
any effect will not have a material impact on the Company’s present or future financial statements.
INCOME
TAXES
The
Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires,
among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between
the carrying amounts and the tax bases of assets and liabilities
A
valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not
that the net deferred asset will not be realized.
The
Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns
are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while
others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately
sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements
in the period during which, based on all available evidence, management believes it is more likely than not that the position
will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are
not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured
as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable
taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described
above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated
interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions
will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.
The
Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether
a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a
tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished.
For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position
is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations
remains open. Management has not filed tax returns for the year ended December 31, 2014. Tax years 2013, 2012 and 2011 remain
open for examination.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2016
NOTE
3 – PROPERTY AND EQUIPMENT
Property
and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives
of the equipment. The useful lives are estimated to be between 3 and 7 years. Depreciation expense was $0 and $0 for the quarter
ended June 30, 2016 and year ended December 31, 2015, respectively. Property and equipment consisted of the following at June
30, 2016 and December 31, 2015:
|
|
June
30, 2016
|
|
|
December
31, 2015
|
|
Furniture
and fixtures
|
|
$
|
0
|
|
|
$
|
3,389
|
|
Production
equipment
|
|
|
0
|
|
|
|
96,692
|
|
Total
property and equipment
|
|
|
0
|
|
|
|
100,081
|
|
Less:
Accumulated depreciation
|
|
|
|
|
|
|
(12,630
|
)
|
Property
and equipment, net.
|
|
$
|
0
|
|
|
$
|
87,451
|
|
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2016
NOTE
4 – FAIR VALUE MEASUREMENTS
The
Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis.
ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest
priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level
in the hierarchy. Further authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that
in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity
is required to measure fair value using one or more of the techniques provided for in this update.
The
standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and
the last unobservable, that may be used to measure fair value, which are the following:
Level
1 – Quoted prices in active markets for identical assets and liabilities.
Level
2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets
of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the asset or liabilities.
Level
3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.
Our
assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.
The
Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities
from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value
at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to
fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving
at the over- all fair value of the financial instruments. In addition, the fair value of free standing derivative instruments
such as warrant and option derivatives are valued using the Black-Scholes modes.
The
Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value were
determined by using the Black Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities
are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results
of operations as adjustments to fair value of derivatives.
The
following table sets forth the liabilities at March 31, 2015, which is recorded on the balance sheet at fair value on a recurring
basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant
to the fair value measurement:
|
|
|
|
|
Fair
Value Measurements at Reporting Date Using
|
|
|
|
|
|
|
Quoted
prices in
|
|
|
Significant
|
|
|
Significant
|
|
|
|
|
|
|
Active
Markets for
|
|
|
Other
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
Description
|
|
6/30/2016
|
|
|
(Level
1)
|
|
|
(Level
2)
|
|
|
(Level
3)
|
|
Convertible
promissory notes with embedded conversion option
|
|
$
|
862,485
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
862,485
|
|
Total
|
|
$
|
862,485
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
862,485
|
|
The
following table sets forth a summary of change in fair value of our derivative liabilities for the period ended March 31, 2015:
Beginning
balance
|
|
$
|
584,856
|
|
Change in fair value
of embedded conversion features of convertible promissory notes and warrants included in earnings
|
|
$
|
(348,995
|
)
|
Embedded conversion
option
&
warrant liability recorded in connection with the issuance of convertible promissory notes
|
|
$
|
626,624
|
|
Change in fair value
of embedded conversion features of convertible promissory notes due to conversion
|
|
$
|
-
|
|
Ending balance
|
|
$
|
862,485
|
|
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2016
NOTE
5 – RELATED PARTY TRANSACTIONS
At
September 30, 2015, the Company owed related parties $835,447 in connection with convertible notes payable. This is null and void,
it was for Preferred “C” shares that were issued and not considered valid.
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE
Convertible
notes payable consist of the following at June 30, 2016 and December 31, 2015:
All
common share data in this table have been adjusted for the reverse stock split.
|
|
Balance
Due at
|
|
|
|
March
31, 2016
|
|
|
December
31, 2015
|
|
|
|
|
|
|
|
|
|
|
On
March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000
each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014.
One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative
liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions:
Risk Free Interest rate of .025, volatility of 765%, and an assumed dividend rate of 0%. The remaining two $15,000 notes
are also convertible into common stock at the market price
but
no derivative liability was recorded. In February 2014, the third party converted $5,000 of note into 16,955 shares of
common stock of the Company. During the first quarter of 2015, the third party converted $1,764 of the note into 352,941
shares of common stock of the Company.
|
|
|
8,251
|
|
|
|
10,015
|
|
|
|
|
|
|
|
|
|
|
On
March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000
each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014.
One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative
liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions:
Risk Free Interest rate of .025, volatility of 765%, and an assumed dividend rate of 0%. The remaining two $15,000 notes
are also convertible into common stock at the market price
but
no derivative liability was recorded. On February 10, 2015, the note was purchased and the terms were changed. The new
terms beared a 12% interest rate. The note can be converted into common stock at a discount of 55% off the conversion
price. The conversion price is the average 3 day lowest closing sales price during a 10 day period prior to conversion,
but no less that $0.0001. A gain of $29,745 was recorded due to the change in terms, in accordance with debt modification
guidance.
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
|
|
|
|
|
|
|
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On
June 9, 2014 the Company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common stock
of the company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion. The Company has recorded the derivative
liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk
free interest rate of .025, volatility of 276% and an assumed dividend of 0%. During the first quarter of 2015, the third
party converted $12,098 of the note into 2,656,309 shares of common stock of the company.
|
|
|
7,902
|
|
|
|
30,000
|
|
|
|
|
|
|
|
|
|
|
On
June 11, 2014 the Company executed a promissory note for $86,500. The note bears interest at 12% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion. The conversion price is the average
lowest 3 day trading price during a 10 day period prior to conversion, or $0.0135 whichever is greater. The Company has recorded
the derivative liability for this note using the Black Scholes Method to value the derivative liability with the following
assumptions: Risk free interest rate of .025, volatility of 276% and an assumed dividend of 0%. During the first quarter of
2015, the third party converted $40,040 of the note into 6,860,160 shares of common stock of the Company.
|
|
|
46,460
|
|
|
|
86,500
|
|
|
|
|
|
|
|
|
|
|
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On
June 30, 2014 the company executed a promissory note for $88,500. The note bears interest at 6% and is secured by common stock
of the company. The note can be converted into common stock at the bid price on day prior to conversion. On February 10, 2015,
the note was purchased and the terms were changed. The new terms bared a 8% interest rate. The note can be converted into
common stock at a discount of 55% off the conversion price. The conversion price is the average 3 day lowest closing sales
price during a 10 day period prior to conversion, but no less than $0.0001. A loss of $190,490 was recorded due to the change
in terms, in accordance with debt modification guidance. During the first quarter of 2015, the third party converted $9,382
of the note into 1,834,300 shares of common stock of the company.
|
|
|
41,444
|
|
|
|
88,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On
April 3, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues
stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price? The
Company has recorded the derivative liability for this note using the Black Scholes Method to value the derivative liability
with the following assumptions: Risk free interest rate of .025, volatility of 292% and an assumed dividend of 0%. During
the first quarter of 2015, the third party converted $17,525 of the note into 3,728,015 shares of common stock of the company.
|
|
|
8,410
|
|
|
|
42,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)
On
October 27, 2014 the Company executed a promissory note for $52,500. The note bears interest at 12% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 55% off of the conversion price. The conversion
price is the average lowest 3 day trading price during a 10 day period prior to conversion, or the stock can be converted
at $0.0135, whichever is greater.
|
|
|
52,500
|
|
|
|
52,500
|
|
|
|
|
|
|
|
|
|
|
On
December 11, 2014 the Company executed a promissory note for $40,000. The note bears interest at 6% and is secured by common
stock of the Company. The note can be converted into common stock at the lower of (i) a discount of 35% off of the conversion
price. The conversion price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.
|
|
|
40,000
|
|
|
|
40,000
|
|
|
|
|
|
|
|
|
|
|
On
January 5, 2015 the Company executed a promissory note for $20,000. The note bears interest at 6% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion
price is the average of the three lowest bid prices in the 10 days prior to conversion.
|
|
|
20,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
On
January 31, 2015 the Company executed a promissory note for $176,267. The note bears interest at 6% and is secured by common
stock of the Company. The conversion price is the bid price on the day prior to the date of conversion.
|
|
|
176,268
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
On
February 10, 2015 the Company executed a promissory note for $52,500. The note bears interest at 8% and is secured by common
stock of the Company. The note can be converted into common stock at the greater of (i) a discount of 45% off of the conversion
price. The conversion price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.
|
|
|
52,500
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
On
February 13, 2015 the Company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion
price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.
|
|
|
30,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
On
February 13, 2015 the Company executed a promissory note for $50,000. The note bears interest at 8% and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion
price is the average of the three lowest bid prices in the 10 days prior to conversion.
|
|
|
50,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
On
January 26, 2015 the Company executed a promissory note for $28,000. The note bears interest at 12% and is secured by common
stock of the Company. The note can be converted into common stock at 50% of the average 3 lowest prices in 10 days prior.
|
|
|
28,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
On
March 17, 2015 the Company executed a promissory note for $28,000. The note bears interest at 12% and is secured by common
stock of the Company. The note can be converted into common stock at 50% of the average 3 lowest prices in 10 days prior.
|
|
|
28,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Premium
liability
|
|
|
29,846
|
|
|
|
29,846
|
|
|
|
|
|
|
|
|
|
|
Unamortized
debt discount on derivative liabilities
|
|
|
(441,349
|
)
|
|
|
(248,811
|
)
|
|
|
|
|
|
|
|
|
|
Total
convertible notes outstanding, net of unamortized discounts
|
|
|
485,484
|
|
|
|
388,957
|
|
|
|
|
|
|
|
|
|
|
On
January 01, 2014 the Company executed a promissory note for $20,000 as payment to a service provider. The note is convertible
into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to
the discount feature we have recorded a liability of $10,769, or put premium, as part of the carrying value of this note.
The note is convertible at any time prior to maturity and bears interest at 6% per annum.
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On
March 17, 2014 the Company executed a promissory note for $25,000. The note bears interest at 12 % and is secured by common
stock of the Company. The note can be converted into common stock at a discount of 40% off the conversion price. The conversion
price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells
or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower
price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative
liability with the following assumptions: Risk Free Interest rate of .025, volatility of 296%, and an assumed dividend rate
of 0%. In November 2014, the third party converted $7,135 of note into 366,598 shares of common stock of the Company. During
the first quarter of 2015, the third party converted $6,612 of the note into 1,569,580 shares of common stock of the company.
|
|
|
11,253
|
|
|
|
17,865
|
|
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
March
31, 2015
NOTE
7 – STOCKHOLDERS’ EQUITY (DEFICIT)
The
authorized common stock of the Company consists of 8,999,999,999 shares with a par value $0.001. The Company also has 10,000,000
shares of Preferred A stock authorized and 10,000,000 shares of Preferred A stock issued.
During
the nine months ended June 30, 2016, 0 common shares were issued upon the conversion of debt having an aggregate principal amount
of $ 0. From October 1, 2015 until April ___, 2018 _____ common shares were issued upon the conversion of debt having an aggregate
principal amount of $______.
Series
A Preferred stock was validated on 3/30/2017 (see Subsequent Events).
Series
B Preferred - Cancelled
Series
C Preferred - Cancelled
Dividends
The
holders of Series A Preferred Stock are entitled to receive dividends when, as and if declared by the Board of Directors, in its
sole discretion.
The
Board of Directors has not designated a % of dividends to be paid and as such no dividends have been accumulated to date. The
Board has not declared any dividends to be paid therefore no accrual has been recorded.
Liquidation
Rights
Series
A Convertible Stock
The
Preferred Series A Shares will be entitled to 2/3 of the total vote on all matters voted on by the shareholders of the Corporation
and shall be further entitled to such voting rights as may be expressly required by law.
Warrants
Common
Stock Warrants
The
Company did not issue any warrants during the quarter ending June 30, 2016.
The
following table sets forth common share purchase warrants outstanding as of June 30, 2016 and December 31, 2015:
Outstanding
warrants December 31, 2014
|
|
|
4,533,334
|
|
|
|
0.02
|
|
Outstanding warrants
September 30, 2015
|
|
|
4,533,334
|
|
|
|
0.02
|
|
|
|
|
|
|
|
|
|
|
Common stock issuable
upon exercise of warrants
|
|
|
4,533,334
|
|
|
|
0.02
|
|
Outstanding
warrants at June 30, 2016 have a weighted average remaining contractual life of 3 months. All warrants have an average weighted
exercise price of $0.02. The warrants had an intrinsic value of $0 at June 30, 2016 and December 31, 2015.
There
are no warrants outstanding at April 27, 2018.
FRESH
PROMISE FOODS, INC.
NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
June
30, 2016
NOTE
8 – GOING CONCERN
The
Company decided to change its business plan and is in the process of introducing its new product line. However, it has negative
stockholders’ equity and working capital balances and no committed sources for debt or equity financing.
There
is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available,
will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues
received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern
NOTE
9 – SUBSEQUENT EVENTS
From
October 1, 2015 to April 27, 2018:
The
Company has evaluated all transactions from June 30, 2016 through the financial statement issuance date for subsequent event disclosure
consideration and has determined that there were no reportable events that occurred during that subsequent period to be disclosed
or recorded except as disclosed in Note 6 and the items listed below:
|
·
|
1/6/2016 – Director
Resignation and Release Agreement.
|
|
·
|
1/12/2016 –
Letter of Resignation from Kevin Quirk.
|
|
·
|
3/30/2017 –
Order granting in PART MOTION for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK in favor of Plaintiffs.
|
|
·
|
The Plaintiffs MOTION
FOR DEFAULT Judgment was granted against Hellwig, Anthus and Stakool/Fresh Promise jointly and severely by Jennifer A. Dorcey,
United States District Court Judge, District of Nevada, as follows:
|
|
·
|
Clinton Hall, LLC
- $196,800
|
|
·
|
Richard Maher - $25,000
|
|
·
|
Plaintiff’s
Attorneys Fees - $67,846.89
|
|
·
|
4/10/2017 –
Preferred Stock Series B deemed null and void. This series was issued without proper Shareholder approval and notification.
|
|
·
|
4/10/2017 –
Preferred Stock Series C deemed null and void. This series was issued without proper Shareholder approval and notification.
|
|
·
|
4/10/2017 –
The Series A Preferred Stock held by Clinton Hall, LLC will reflect in subsequent Financial Statements and was adjudicated
in the above referenced lawsuit to be deemed in full force and effect.
|
|
·
|
5/4/2017 – Joe
E. Poe, Jr. was elected in term CEO by a vote of a majority of the Shareholders.
|
|
·
|
6/27/2017 –
Creative Edge Nutrition, a Nevada corporation (“CEN”) and Fresh Promise Foods, Inc., a Nevada corporation (the
“Company”) executed an Asset Purchase Agreement (“Agreement”) whereby the Company purchased the assets
and liabilities of CEN’s subsidiary, “Giddy Up Energy Products, Inc. (“Giddy”). The Company purchased
Giddy’s assets and liabilities in exchange for 4,719,760,108 shares shares of the Company’s common stock.
|
|
·
|
1/24/2018 –
The Company has completed the distribution of its common shares to the CEN shareholders in order to consummate the acquisition
of Giddy. Pursuant to the Agreement, the Company is in the process of spinning out its existing assets and liabilities and
assuming Giddy’s business plan involving nutritional supplements and energy drinks focusing on an active lifestyle.
|
|
·
|
4/2/2018 – Engagement
negotiations for a PCOB auditing firm commenced.
|
|
·
|
4/5/2018 – The
Issuer is being sued by David G. Wiser, LLC 3145 Lookout Circle, Suite 300. Cincinnati, OH 42208 for debt acquired from the
Asset/Debt purchase of Creative Edge Nutrition for conversion of his debt when there are no available shares to issue until
the Issue files all of its delinquent filings.
|
Convertible
Debt – See Financials
Issuance
of Common Stock – 8,999,999,998 issued and outstanding. Shares for Convertible Debt have been issued
Litigation
- On March 30, 2017 an order was granted in PART MOTION for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK
in favor of Plaintiffs. The Plaintiffs MOTION FOR DEFAULT Judgment was granted against Hellwig, Anthus and Stakool/Fresh Promise
jointly and severely by Jennifer A. Dorcey, United States District Court Judge, District of Nevada, as follows:
4/5/2018
– The Issuer is being sued by David G. Wiser, LLC 3145 Lookout Circle, Suite 300. Cincinnati, OH 42208 for debt acquired
from the Asset/Debt purchase of Creative Edge Nutrition for conversion of his debt when there are no available shares to issue
until the Issue files all of its delinquent filings.
|
·
|
Clinton Hall, LLC
- $196,800
|
|
·
|
Richard Maher - $25,000
|
|
·
|
Plaintiffs Attorney’s
Fees - $67,846.89
|
No
other pending legal proceedings.
The
financial statements presented have been produced with a reliance on documents received from former management. Current management
is engaging a new auditing team.
These
financials are relied upon numbers given to current management from the former CPA, Mitchell J. Pruzansky, CPA, Pompano Beach,
and Florida Accounting.
Current
management is currently engaging a new auditing team and will revise any and all numbers if needed.
ITEM
2