Rogue One, Inc. - Annual Report: 2019 (Form 10-K)

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

Commission File Number 000-24723

FRESH PROMISE FOODS, INC.

(Exact name of registrant as specified in its charter)

3416 Shadybrook Drive

Midwest City, Oklahoma 73110

(Address of principal executive offices)

(405) 733-1567

(Issuer’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Act:   

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.00001 per share

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐     No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Act.    Yes ☐     No ☒

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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 ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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  ☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐   No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $1,800,000 as of June 30, 2019, based upon the closing price on the OTC Markets, Inc. reported for such date.

The number of the registrant’s shares of common stock of the registrant was 8,638,186,066 as of May 20, 2020.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I

Part I. Financial Information

Available Information

Information about our Company is available from the Company at the address shown on the first page of this Report. We are obligated to file reports with the Securities and Exchange Commission, or SEC. These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to such reports, each of which is provided on our website after we electronically file such materials with or furnish them to the SEC. You can also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. In addition, the SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.

MATTER OF FORWARD-LOOKING STATEMENTS

THIS FORM 10-K CONTAINS "FORWARD-LOOKING STATEMENTS" THAT CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING WORDS SUCH AS "BELIEVES," "EXPECTS," "MAY," "WILL," "SHOULD," OR "ANTICIPATES," OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS OR COMPARABLE WORDS, OR BY DISCUSSIONS OF PLANS OR STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE FORWARD-LOOKING STATEMENTS, INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING THE COMPANY’S MARKETING PLANS, GOALS, COMPETITIVE AND TECHNOLOGY TRENDS AND OTHER MATTERS THAT ARE NOT HISTORICAL FACTS ARE ONLY PREDICTIONS. NO ASSURANCES CAN BE GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR AS A RESULT OF OTHER RISKS FACING THE COMPANY. FORWARD-LOOKING STATEMENTS SHOULD BE READ IN LIGHT OF THE CAUTIONARY STATEMENTS AND IMPORTANT FACTORS DESCRIBED IN THIS FORM 10-K FOR FRESH PROMISE FOODS, INC., INCLUDING, BUT NOT LIMITED TO "THE FACTORS THAT MAY AFFECT FUTURE RESULTS" SHOWN AS ITEM 1A AND IN MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THE RISKS INCLUDE, BUT ARE NOT LIMITED TO, THE RISKS ASSOCIATED WITH AN EARLY-STAGE COMPANY THAT HAS ONLY A LIMITED HISTORY OF OPERATIONS, THE COMPARATIVELY LIMITED FINANCIAL AND MANAGERIAL RESOURCES OF THE COMPANY (SINCE THE COMPANY HAS ONLY ONE OFFICER/DIRECTOR), THE LACK OF ANY INDEPENDENT THIRD PARTY EVALUATION OF THE COMPANY’S BUSINESS PLAN AND STRATEGIES, THE INTENSE COMPETITION THE COMPANY FACES FROM OTHER ESTABLISHED COMPETITORS, TECHNOLOGICAL CHANGES THAT MAY LIMIT THE ABILITY OF THE COMPANY TO MARKET AND SELL ITS PRODUCTS AND SERVICES OR ADVERSELY IMPACT THE PRICING OF THESE PRODUCTS AND SERVICES, AND MANAGEMENT THAT HAS ONLY LIMITED EXPERIENCE IN DEVELOPING SYSTEMS AND MANAGEMENT PRACTICES. ANY ONE OR MORE OF THESE OR OTHER RISKS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED IN SUCH FORWARD-LOOKING STATEMENTS. WE UNDERTAKE NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT TO REFLECT EVENTS, CIRCUMSTANCES, OR NEW INFORMATION AFTER THE DATE OF THIS FORM 10-K OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED OR OTHER SUBSEQUENT EVENTS.

PART I

Item 1. Business

As used herein, the term “we,” “us,” “our,” and the “Company” refers to Fresh Promise Foods, Inc., a Nevada corporation and subsidiaries unless otherwise noted.

Overview

We are an insolvent corporation. We have a history of having no sales revenues, negative cash flow and no profits and we cannot assure that we will ever be successful in generating and sustaining any sales revenues, positive cash flow or profits at any time in the future. We were originally incorporated in the State of Delaware under the name, PLR, Inc. in 1993. Later we completed several name changes and reorganizations.

In November 1997, we amended our Articles of Incorporation to change our name to Integrated Carbonics Corp. We also changed our domicile to the State of Nevada. On July 23, 1999, we again amended our Articles of Incorporation to change our name to Urbana.ca, Inc. (“URBA”).

And on April 11, 2003, we amended our Articles of Incorporation to change our name to PSPP Holdings, Inc. and later on August 11, 2008 we again amended our Articles of Incorporation to change our name to Cynosure Holdings, Inc.

On August 21, 2008, we again amended our Articles of Incorporation to change our name to Mod Hospitality, Inc. This was followed by a further amendment to our Articles of Incorporation on December 16, 2009 wherein we changed our name to Stakool, Inc.

On June 16, 2011, we entered into a Letter of Intent of Sale and Purchase with Anthus Life Corp., a privately held Nevada corporation (“Anthus”). Subsequently and on July 20, 2011, we and Anthus executed an Agreement of Sale and Purchase whereby Anthus stockholders received 77,588,470 shares of 79,388,470 shares of our then issued and outstanding common stock together with 10,000,000 shares of our preferred stock in exchange for scheduled payments, totaling $350,000 and 1,300,000 shares of our common stock (the “Anthus Acquisition Agreement”).

Subsequently, the Stakool and Anthus Acquisition Agreement was amended effective January 19, 2012 to allow for the issuance of an additional 2,650,000 shares of our common stock to certain parties to acquire all of the then

outstanding common stock of Anthus. As a result of the Anthus Acquisition Agreement, Anthus became our wholly owne subsidiary and all of the shares of our preferred stock and common stock were duly issued and the sum of $355,000 was duly paid in accordance with that agreement.

Anthus was incorporated in Nevada on June 4, 2009. At the time of the closing of the Anthus Acquisition Agreement, Anthus was a developer and manufacturer of certain natural and organic food products packaged for consumer consumption. At the time, Anthus had one product line in the natural food category and others that it believed could be viable commercial products.

However, and in 2013 following our internal financial evaluations, we terminated the production of the Anthus products in light of our assessment of our limited ability to raise the additional capital needed to market and sell the Anthus products.

On March 15, 2013 all of our officers and directors resigned and Mr. Joseph C. Canouse was appointed as our President, Chief Executive Officer, and sole Director

While we believe that our Anthus product line may offer good value to consumers, we have not undertaken any product or market research to confirm our assessment. Even if the Anthus product line has strong commercial value, unless or until we have sufficient additional financial and managerial resources needed to undertake the anticipated additional market research and the manufacturing, marketing, and promotional efforts that would be required to implement any re-commercialization of the Anthus products, we may not pursue any re-commercialization of the Anthus product line. In the event that we are successful in obtaining sufficient additional capital, we may, if market conditions are favorable, resume production of one or more of the Anthus products. However, we cannot assure you that we will obtain the additional capital that will allow us to undertake these efforts or if we do obtain any additional capital, that it can be obtained on reasonable terms and in sufficient amounts on a timely basis that will allow us to implement any such efforts at any time in the future.

Effective August 5, 2013, we completed a 1 for 100 reverse stock split with the result that we reduced the number of our issued and outstanding common shares from 2,903,888,889 to approximately 29,039,066 (the “First Reverse Stock Split”). Our consolidated financial statements reflect the First Reverse Stock Split.

On September 26, 2013, we amended our Articles of Incorporation to change our name to Fresh Promise Foods, Inc. The amendment also reduced the number of authorized shares of our common stock from 4,000,000,000 common shares to 475,000,000 common shares.

On May 13, 2014, we further amended our Articles of Incorporation to increase the authorized shares of our common stock from 475,000,000 common shares to 975,000,000 common shares.

On June 2, 2014, Joseph C. Canouse resigned as Chairman of our Board of Directors and as Chief Financial Officer of the Company, and our Board of Directors appointed Scott Martin as a Director and Secretary and Mr. Kevin P. Quirk was appointed Chairman of the Board.

On October 16, 2014, we again amended our Articles of Incorporation to increase the number of authorized shares of common stock from 975,000,000 common shares to 2,000,000,000 common shares.

Effective January 20, 2015, we effected a 1-for-150 reverse split (the “Second Reverse Stock Split”) which as preceded by a filing of an amendment to our Articles of Incorporation that we completed with the Nevada Secretary of State on December 30, 2014.

On January 6, 2016, we entered into that certain Director Resignation and Release Agreement with Kevin P. Quirk (the “Quirk Release Agreement”). In accordance with the Quirk Release Agreement, Mr. Quirk resigned from his positions as our Chief Executive Officer and Director in exchange for our release of Mr. Quirk from certain liabilities.  

On July 12, 2016, we again amended our Articles of Incorporation to increase the amount of our authorized common stock from 2,000,000,000 common shares to 5,000,000,000 common shares.

On June 27, 2017, we and Creative Edge Nutrition, a Nevada corporation ("CEN") entered into that certain asset purchase agreement whereby we acquired certain assets and we assumed certain liabilities of CEN's subsidiary, Giddy Up Energy Products, Inc. ("Giddy"). As consideration, we also agreed to exchange 4,719,760,108 shares of its common stock. On January 24, 2018, we 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.

On August 23, 2017, we again amended our Articles of Incorporation to increase the number of authorized shares of common stock from 5,000,000,000 common shares to 9,000,000,000 common shares.

On October 13, 2017, we entered into that certain Director Resignation and Release Agreement with Scott C. Martin (the “Martin Release Agreement”). In accordance with the Martin Release Agreement, Mr. Martin resigned from his position as our Director in exchange for our release of Mr. Martin from certain liabilities.

Discontinued Operations

In light of our legal proceedings involving certain former management of the Company, we decided to discontinue our business operations of our wholly-owned subsidiary Harvest Soul. This business was classified as discontinued operations beginning with our December 31, 2015 consolidated financial statements included in this Form 10-K. In August 2018, we executed a definitive agreement to sell and transfer our equity interest in Harvest Soul.

Our results of operations related to Harvest Soul have been reclassified as discontinued operations on a retrospective basis for all years presented. Unless otherwise indicated, the following discussions in this section (Item 1. Business) pertain only to our continuing operations. For additional information see Note 3 — Discontinued Operations to our consolidated financial statements included in this Form 10-K.

Current Products, Potential Product Categories and Product Extensions

We envision the Company as a consumer products company focused on the health and wellness food and beverage sectors. We also view the Company as a brand acquisition and holding company. Subject to the constraints and challenges that we face as summarized in our Risk Factors (and elsewhere in this Annual Report), we may be able to offer products that we believe may provide health and wellness solutions that make sense and fit into the everyday lives of certain consumer segments. While we have very limited managerial and financial resources, we are focused on three strategic areas: Food Technology, Consumer Products and Value Added.

We believe that we may be different than many of our competitors in that if we are able to secure the necessary financial and managerial resources on a timely basis and in sufficient amounts, we may be able to combine innovative technology and product development with perceptive marketing and sales service strategy. Currently, we own and operate subsidiaries in green and energy drink markets. See: www.drinkgiddyup.com.

Intellectual Property

We have no patented technology and we do not hold any patents that would otherwise serve to provide us with any protection of our intellectual property rights. However, our products are generally formulated utilizing our own proprietary formulations.

Production, Sources of Raw Materials and the Names of Principal Suppliers

While our sole corporate officer, Joe E. Poe, Jr. (who also has other full-time employment and who is not able to devote any full-time efforts to the Company) and our consultants have reviewed, studied and analyzed the natural and/or organic product market in certain product areas, our strategy is to establish a product procurement and development program that may allow us to obtain the assistance of marketing professionals. In all of these efforts we may, if our financial circumstances and market conditions allow, offer us an opportunity to build our business, create brands through eco-friendly packaging and distinctive labeling, and develop potentially key product distribution relationships in selected geographic and certain markets that may offer us significant opportunities.

Marketing Strategy

If we can successfully implement our business strategy, we seek to have our brand name strongly associated on with high quality products that attract a strong consumer interest and to focus our efforts on finding and developing complimentary nutritional supplement products for North America consumer market and beyond.

GIDDY UP Energy Products is a wholesale manufacturer engaged in marketing and distribution of carbonated and non-carbonated energy drinks, shakes, energy bars, and related products. All of its manufacturing operations are conducted in accordance with GMP guidelines at GMP Certified and/or FDA registered facilities. The website at www.giddyupenergyproducts.com.

Overall and if we are able to obtain sufficient additional financial resources on a timely basis and if market conditions allow, we seek to become a leader in certain segments of the quality food and beverage business and, in so doing, set the standards of excellence for food manufacturers as well. We are aware that our products will need to meet very high consumer expectations and provide greater consumer value in an intensely competitive marketplace where other larger and well-established consumer package goods (CPG) manufacturers have far greater financial, managerial, and marketing resources than we have and which we may have in the future. We do not anticipate that competition in the CPG marketplace will decrease at any time in the future. And to the extent that we are able to implement our strategy and our product and marketing plans, there can be no guarantee that we will gain and later sustain any significant share of the market and do so while also generating profits and positive cash flow. There are many large national and international CPG companies that have nearly unlimited financial resources, marketing budgets, research staff, and other resources that are far beyond any that which we currently have and any that we likely will have in the future.

Our limited in-house product research has led us to believe that there may be a sufficiently large consumer segment that may be attracted to our products and the perceived health benefits, product value, and product taste of our products that may allow us to gain sufficient product distribution and a retail presence in certain geographic markets.

While we have not obtained any independent third-party evaluation of our plans and strategies, we believe that words like “natural,” “clean label,” “green,” “eco-friendly”, “organic”, “non-GMO” and “sustainability” may be the new marketing buzzwords in today’s food and beverage industry. Products and ingredients bearing these tags appear to have created strong consumer loyalty in certain consumer segments and among significant purchase influencers. We believe that products offered by the CPG industry that possess natural and naturally derived ingredients are growing at above-market growth rates and that they offer greater profit potential for food and beverage manufacturers. We also are aware that over the past two decades consumers have become more health conscious with the result that products that are marketed with these buzzwords and offer good value to the consumer at an attractive price point attract a loyal segment of the retail market with repeat consumer purchasing behavior. In that respect, we believe that many of these consumers may also view such products as a heathier choice than similar products that do not possess these perceived better attributes. Some CPG marketers have also said that such products also promote the consumer perception that they offer healthiness-on-the-go and beverages thus the perceived consumer value proposition is higher compared to products in the same product category that do not offer these attributes. We have not undertaken any marketing or product research and we have not engaged the services of any independent and professional marketing research firm to assist us in evaluating or developing any of our assessments and we have no present plans to do so. As a result, we may later discover that our plans and strategies insufficiently and incorrectly mis-identify significant consumer and market trends with the result that we incur protracted and significant losses with the result that persons who acquire our Common Stock, our Preferred Stock or any other security that we may issue lose all or substantially all of their investment.

We believe that there may be a sizable segment of the CPG consumer market that understands and appreciates the “health value” offered by certain products and that this segment may be willing to pay a premium for CPG products that include health ingredients, which may promote general health and well- being by preventing certain diseases. This is sometimes referred to as the “health and wellness segment.” However, we believe that the industry also confronts certain challenges in coping with the demand of natural ingredients used in food and beverage applications, particularly, in terms of sustainability.

We also believe that this “health and wellness” CPG segment may continue to increase and that this segment also may offer better profit margin potential as well. And we believe that consumers are increasingly aware of the incidence of lifestyle-based disorders, such as cardiovascular diseases (CVDs), obesity, osteoporosis and diabetes, among others. We believe that this general market awareness has served to further the sales growth and the market share of products that are perceived as natural alternatives since this consumer segment perceives health benefits that are not available from other CPG products that are not “natural” or “organic.” Other products contain what some in the CPG industry refer to as “synthetic ingredients” in that they are not “natural” or “organic.” We believe that this product differentiation has further cautioned consumers and it has allowed products that are marketed under the “natural” or “organic” moniker to have higher price points and higher margins. Consumers perceive natural ingredients as having a positive impact on general health, while synthetic ingredients have certain detrimental effects on health. As a result, food manufacturers have promptly responded to the situation by completely replacing or partially replacing synthetic ingredients with their natural counterparts.

We also believe that CPG products that are marketed as offering greater health and benefits products appear to be expanding faster than the overall market in many CPG segments. Thus, those products appear to be gaining market share. Overall, there are many large, well-established CPG companies that possess a greater and far more sophisticated understanding of consumer trends and they have significant consumer research capabilities that far exceeds our current capabilities and those that we likely will have in the future. However, our assessments in all of these matters are based solely upon the limited evaluations undertaken by our sole officer and director, Joe E. Poe, Jr. who can only provide services to us on a limited, part-time basis.

Segments

Consumer Product Group (CPG)

If we are successful in obtaining sufficient financial, managerial, and marketing resources on reasonable terms and on a timely basis and provided that market conditions are favorable, we believe that we may be able to implement our business plan in one or more CPG product segments. In that respect, we may build and in other cases buy certain companies that may offer us attractive acquisition opportunities in one or more CPG health and wellness food and beverage market segments. While it is difficult to know the extent of future market conditions and opportunities that may be available, we anticipate that suitable acquisition targets that meet our investment criteria share a number of common features:

We have observed that beverage products marketed as “a natural energy drink, bursts with flavor and is packed with healthy essential benefits such as dietary fiber, anti-oxidants, minerals along with vitamin C, vitamin D, B12, B3 and B5 currently attract what appears to be a strong and loyal consumer following. Some of these products also reference a blend of cherries and pears and the marketing lines include a suggestion that the product is a crisp pick-me up to satisfy and quench thirst. Such product marketing obviously requires a sophisticated understanding of consumer needs and the current consumer trends in selected consumer segments.

Competition

We face many large and highly successful and well-established competitors who have a long history of success in marketing a large and diverse product line in the beverage industry and the health drink product market segment. These competitors compete in multiple geographic and product markets with the help of internal and external market CPG research that we will never likely possess at any time in the future. They are well-established, multi-million-dollar companies that possess a greater and far more sophisticated understanding of consumer trends and they have significant consumer research capabilities that far exceeds our current capabilities and those that we likely will have in the future. Each of these competitors also possess sophisticated marketing models, a deep reservoir of experienced distributors and greater market research capabilities than we will likely ever have. These advantages are augmented with far greater managerial and financial resources that are far beyond and likely will be far beyond anything that we will ever possess. As a result, any person who acquires our Common Stock, our Preferred Stock, or any other security that we may issue should be prepared to lose their entire investment.

Employees

At the present time, the Company has one employee who is also our sole officer and Director, Joe E. Poe, Jr. He also is only able to devote a limited amount of time to the Company in that he has other full-time employment.

Item 1A. Risk Factors

Our business is subject to many significant business risks that are largely beyond our control. 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. Our Common Stock and our Preferred Stock should be considered a “HIGH RISK” investment suitable only for persons who can afford the total loss of their investment.

We have not attempted to rank any of the risks shown below but we caution you that any investment in our Company involves a substantially high 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.

Risks Related to our Business and Industry

WE ARE SUBJECT TO THE RISKS INHERENT IN A NEW BUSINESS VENTURE.

Our most recent balance sheet as of December 31, 2019 shows that our Total Liabilities exceed our Total Assets by over $5.1 million and we have only minimal working capital. As a result, we are insolvent, and we face a clear risk of bankruptcy and other adverse action by our existing and future creditors. At present, we have no current definitive plan to raise any significant additional equity capital and we are not aware of any interest of any underwriter, placement manager or other funding source that has any interest in assisting us in obtaining additional capital. As a result, we face and continue to face a clear risk of insolvency, bankruptcy, and other adverse action by our existing and future creditors. This risk is likely to increase over time as we incur additional liabilities.

WE HAVE NO HISTORY OF PROFITABILITY AND GENERATING POSITIVE CASH FLOW.

We have no history of generating profits and positive cash flow. As a result, any purchase of our Common Stock is subject the investor to total loss of their investment resulting from insolvency, bankruptcy, or some other action by our present and future creditors since our common stock (and our preferred stock) is and will be subordinate to the rights of our existing and future creditors.

NEGATIVE EQUITY AND ABSENCE OF WORKING CAPITAL.

Our most recent balance sheet as of December 31, 2019 shows that our Total Liabilities exceed our Total Assets by over $5.0 million and we have only minimal working capital. As a result, we are insolvent, and we face a clear risk of bankruptcy and other adverse action by our existing and future creditors. At present, we have no current plan to raise any significant additional equity capital and we are not aware of any interest of any underwriter, placement manager or other funding source that has any interest in assisting us in obtaining additional capital. As a result, we face and continue to face a clear risk of insolvency, bankruptcy, and other adverse action by our existing and future creditors.

NEGATIVE CASH FLOW.

We do not have any history of generating and sustaining our operations with a positive cash flow. That is, our operations have been characterized by negative cash flows whereby our cash disbursements have exceeded our cash receipts. For these and other reasons, any person who acquires our Common Stock faces a significant risk of loss of their entire investment.

SUBSTANTIAL LIKELIHOOD OF IMMEDIATE AND SUBSTANTIAL DILUTION.

While we have no present plans to raise capital and no prospect that any additional capital can be raised in sufficient amounts, on a timely basis, and on reasonable terms, in the event that any significant additional capital is raised, holders of our common stock face a substantial likelihood of immediate and substantial dilution of their interests in the company.

ABSENCE OF CONTROL AND AUTHORIZED “BLANK CHECK” PREFERRED STOCK.

Any person who acquires our Common Stock will not have any real ability to elect any Director to our Board of Directors or otherwise influence or control the policies or direction of the Company since we previously issued shares of preferred stock to Joe E. Poe, Jr. and these shares possess super-voting rights that allows Joe E. Poe, Jr. the unfettered to elect all Directors to our Board of Directors and thereby control the Company. Our Articles of Incorporation authorize the Company’s Board of Directors to authorize and issue one or more series of our Preferred Stock each with such rights and privileges as our Board of Directors determines without the necessity of obtaining any consent or approval of our common stockholders. As a result, holders of our Common Stock have no real ability to control or influence the Company at any time in the future.

COMMON STOCK SUBORDINATE TO CLAIMS OF EXISTING AND FUTURE CREDITORS.

All of our Common Stock is subordinate to the claims and interests of our existing and future creditors and as a result, any person who acquires our Common Stock is subject to a high risk of the total loss of their investment.

LIMITED AND SPORADIC TRADING MARKET FOR OUR COMMON STOCK.

Our Common Stock is traded only on a limited and sporadic basis as an unlisted security on the OTC Market and there is no likelihood that any liquid trading market will ever develop or if it does develop that any such market can be sustained. As a result, holders of our Common Stock may find it very difficult to undertake any re-sale of their holdings without incurring a prolonged delay and likely at a significant discount to observed prices. For these reasons our Common Stock should not be considered a liquid investment and it is entirely unsuitable for investors who seek to make only liquid investments.

NO LIKELIHOOD OF DIVIDENDS.

We have no history of profitability and, for that matter, we have no history of paying any dividends. In the unlikely event that we generate profits, if any, we anticipate that all such profits will be reinvested into the Company.

ABSENCE OF WORKERS’ COMPENSATION INSURANCE AND LIMITED INSURANCE COVERAGE.

We do not have any workers’ compensation insurance coverage. As a result, in the event that any employee of the Company suffers any personal injury or any property damage while in the employ of the Company or in any capacity as an employee of the Company, we may be exposed to claims under applicable state laws involving tort claims for personal injury and property damage. The extent of these claims could range from several tens of thousands of dollars to tens of millions of dollars. In addition, we may be exposed to claims from the Oklahoma Department of Insurance as well. As a result, the Company is exposed to existential claims that could result in insolvency and bankruptcy with the further result that persons who acquire our Common Stock could lose their entire investment.

LIMITED MANAGERIAL RESOURCES; LACK OF “KEY MAN” INSURANCE.

Currently we have only one officer, Mr. Joe E. Poe, Jr. who is also our sole Director. As a result, our ability to manage our business effectively is constrained by the limited amount of our managerial resources and there can be no assurances that we can retain the services of Mr. Joe E. Poe, Jr. in the future and otherwise attract and retain other experienced, talented, and skilled management talent necessary to execute our business plan. We have not entered into any employment agreement with Mr. Poe and we have no present plans to enter into any such agreement. Further, we do not have any “key man” life insurance on the life of Mr. Poe and we do not anticipate obtaining any such insurance at any time in the future. The loss of Mr. Poe’s services to the Company would likely result in protracted and serious financial losses with the high likelihood that stockholders would lose all or nearly all of their investment.

-10- 

 

 

It may be more difficult for the Company to prepare for and respond to these types of risks and the risks described elsewhere in this Form 10-K than for a company with an established business and operating cash flow. If the Company is not able to manage these risks successfully, the Company’s operations could be negatively impacted. Due to changing circumstances, the Company may be forced to change dramatically, or even terminate, its planned operations.

 

RISKS ASSOCIATED WITH IMPLEMENTATION OF BUSINESS PLAN.

 

As a development-stage company, we continue to face substantial risks, uncertainties, expenses, and difficulties in our efforts to implement our business plan. The extent of these risks is not known and we have no demonstrable record of operations of any substance upon which anyone can evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. We have not received and we do not anticipate receiving any independent third-party evaluation of our business strategies or any of our plans and all of our decisions are made by our sole officer and director who can only devote a limited amount of time to the Company since he has other full-time employment. For these and many other reasons, we cannot assure any purchaser of our common stock or our preferred stock that it will be successful in implementing our business plan or otherwise achieving our objectives.

 

GOING CONCERN QUALIFICATION AND QUALIFIED AUDITOR’S OPINION.

 

As a result of our negative equity, our lack of working capital, and our lack of revenues, our independent auditors have raised substantial doubt about our ability to continue as a going concern. Given these circumstances, any person who acquires our Common Stock or our Preferred Stock should be prepared to lose their entire investment.

 

CHANGES IN CONSUMER PREFERENCES AND DISCRETIONARY SPENDING MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR REVENUE, RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

 

We are subject to shifting and uncertain consumer preferences away from our products. Further we likely will be unable to develop new products that appeal to consumers, or changes in our product mix that eliminate items popular with some consumers could harm our business. Also, our success depends to a significant extent on discretionary consumer spending, which is influenced by general economic conditions and the availability of discretionary income. Accordingly, we may experience declines in revenue during economic downturns or during periods of uncertainty. Any material decline in the amount of discretionary spending could have a material adverse effect on our sales, results of operations, business and financial condition.

 

FLUCTUATIONS IN VARIOUS COMMODITY, PACKAGING AND SUPPLY COSTS, COULD ADVERSELY AFFECT OUR OPERATING RESULTS.

 

We are aware that the prices of the main ingredients in our intended product offerings can be highly volatile. Supplies and prices of the various products that we plan to use to prepare our products can be affected by a variety of factors, such as weather, seasonal fluctuations, demand, politics and economics in the producing countries. An increase in pricing of any major ingredients that we use in our products could have a significant adverse effect on our profitability. In addition; higher diesel prices have, in some cases, resulted in the imposition of surcharges on the delivery of commodities to distributors. Additionally, higher diesel and gasoline prices may affect our supply costs and may affect our sales going forward. To help mitigate the risks of volatile commodity prices and to allow greater predictability in pricing, we hope that we may be able to enter into fixed price or to-be-fixed priced purchase commitments. We cannot assure you that these activities will be successful or that they will not result in our paying substantially more than would have been required absent such activities. We do not presently have any multi-year pricing agreements (with fixed processing costs), and none with guaranteed volume commitments.

 

-11- 

 

We may not be able to prevent others from using our intellectual property, and may be subject to claims by third parties that we infringe on their intellectual property.

 

Our products are created using what we believe may be proprietary formulations; however, we have no registered patents. Preventing and policing the unauthorized use of our intellectual property is often difficult and any steps we take may not, in every case, prevent the infringement by unauthorized third parties. Further, there can be no assurance that our efforts to enforce our rights and protect our intellectual property will be successful. We may need to resort to litigation to enforce our intellectual property rights, which may result in substantial costs and diversion of resources and management attention.

 

Further, although management does not believe that our products infringe on the intellectual rights of others, there is no assurance that we will not be the target of infringement or other claims. Such claims, even if not true, could result in significant legal and other costs and may be a distraction to our management or interrupt our business.

 

LITIGATION AND PUBLICITY CONCERNING PRODUCT QUALITY, HEALTH AND OTHER ISSUES, WHICH CAN RESULT IN LIABILITIES AND ALSO CAUSE CONSUMERS TO AVOID OUR PRODUCTS, WHICH COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS, BUSINESS AND FINANCIAL CONDITION.

 

We are aware that the beverage and food service businesses can be adversely affected by litigation and complaints from consumers or government authorities resulting from food and beverage quality, illness, injury or other health concerns or operating issues stemming from one retail location or a limited number of retail locations. Adverse publicity about these allegations may negatively affect us, regardless of whether the allegations are true, by discouraging consumers from buying our products. We could also incur significant liabilities, if a lawsuit or claim results in a decision against us, or litigation costs, regardless of the result. We do not carry any product liability and other related insurance and we have no present plans to do so. As a result, we will be directly exposed to all such claims and any related claims alleging losses due to our products and any asserted related losses with the consequential result that holders of our Common Stock and our Preferred Stock could easily suffer the total loss of their investment.

 

BEVERAGE AND FOOD SAFETY CONCERNS AND INSTANCES OF FOOD-BORNE ILLNESSES COULD HARM OUR CONSUMERS, RESULT IN NEGATIVE PUBLICITY AND CAUSE THE TEMPORARY CLOSURE OF SOME CONSUMERS’ STORES AND, IN SOME CASES, COULD ADVERSELY AFFECT THE PRICE AND AVAILABILITY OF FRUITS, ANY OF WHICH COULD HARM OUR BRAND REPUTATION, RESULT IN A DECLINE IN SALES OR AN INCREASE IN COSTS.

 

While we consider food and beverage safety a top priority and we may, if sufficient financial resources become available, dedicate substantial resources towards ensuring that consumers enjoy high-quality, safe and wholesome products there can be no assurance that we may be able to implement any of our plans and strategies. However, we cannot guarantee that controls and training will be fully effective in preventing all food-borne illnesses. Furthermore, reliance on third-party suppliers and distributors increases the risk that food-borne illness incidents (such as E. coli, Hepatitis A, Salmonella or Listeria) could occur outside of our control and at multiple locations. We intend to utilize High Pressure Processing (HPP) whenever possible to mitigate these risks.

 

Instances of food-borne illnesses, whether real or perceived, and whether at our consumers’ stores or those of our competitors, could harm consumers and otherwise result in negative publicity about us or the products we serve, which could adversely affect sales. If there is an incident involving consumers’ C-stores and other approved channels serving contaminated products, consumers may be harmed, our sales may decrease and our brand name may be impaired. If consumers become ill from food-borne illnesses, we could be forced to temporarily suspend some operations. If we react to negative publicity by changing our products or other key aspects of the Fresh Promise experience, we may lose consumers who do not accept those changes, and may not be able to attract enough new consumers to produce the revenue needed to make our operations profitable. In addition, we may have different or additional competitors for our intended consumers as a result of making any such changes and may not be able to compete successfully against those competitors. Food safety concerns and instances of food-borne illnesses and injuries caused by food contamination have in the past, and could in the future, adversely affect the price and availability of affected ingredients and cause consumers to shift their preferences, particularly if we choose to pass any higher ingredient costs along to consumers. As a result, our costs may increase and our sales may decline. A decrease in consumer traffic as a result of these health concerns or negative publicity, or as a result of a change in our products or smoothie experience or a temporary suspension of any of our consumer operations, could materially harm our business.

 

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THE FOOD SERVICE INDUSTRY HAS INHERENT OPERATIONAL RISKS THAT MAY NOT BE ADEQUATELY COVERED BY INSURANCE.

 

We currently do not have any product liability insurance or any related insurance. If we later acquire any such insurance, we cannot assure you or any holder of our Common Stock that we will carry sufficient insurance against all risks or that our insurers will pay a particular claim. In that event, any holder of our Common Stock, our Preferred Stock, or any other security that we issue is exposed to the certain HIGH RISK of loss of their entire investment. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our operations. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we may receive indemnity insurance coverage for tort liability. Our insurance policies may also contain deductibles, limitations and exclusions which, although we may believe are standard in the food service industry, may nevertheless increase our costs.

 

WE FACE UNCERTAINTY IN OUR EFFORTS TO GAIN AND SUSTAIN ANY RETAIL DISTRIBUTION OF OUR PLANNED PRODUCTS.

 

We have not determined if we can achieve any retail distribution for our planned products and how or where any such distribution may be achieved and, if achieved, that it can be sustained. Since we have no working capital and we have negative equity, we are not able to predict if and when we may be able to undertake any efforts to implement our business plan, if ever. In the event that that we are successful in overcoming these and other significant financial challenges, we are aware that our future results depend on various factors, including successful selection of new markets, market acceptance of our brands, consumer recognition of the quality of our products and willingness to pay our prices (which reflect our often-higher ingredient costs,) the quality and performance of our equipment and general economic conditions. In addition, as with the experience of other retail food and beverage concepts who have tried to expand nationally, we may find that our product concepts have limited or no appeal to consumers in new markets or we may experience a decline in the popularity of our brands. We are also aware that any newly opened stores may not succeed, future markets may not be successful and average store revenue may not meet expectations. Moreover, we anticipate that we may incur significant and protracted losses and negative cash flow for several years, at a minimum. As a result, investors who acquire our Common Stock, our Preferred Stock, or any security, should be prepared to lose their entire investment. Our securities should be considered “HIGH RISK” securities.

 

OUR FAILURE TO MANAGE OUR GROWTH EFFECTIVELY COULD HARM OUR BUSINESS AND OPERATING RESULTS.

 

Our plans call for a significant increase in the number of consumers. Product supply, financial and management controls and information systems may be inadequate to support our expansion. Managing our growth effectively will require us to continue to enhance these systems, procedures, and controls and to hire, train and retain management and staff. Since we have only one officer/Director (who has other full-time employment) and no other employees, we may not respond quickly enough to the changing demands that our expansion will impose on our management, employees and existing infrastructure. We also place a lot of importance on our culture, which we believe will be an important contributor to our success. As we grow, however, we may have difficulty maintaining our culture or adapting it sufficiently to meet the needs of our operations. Our failure to manage our growth effectively could harm our business and operating results with the result that we may face significant and protracted losses thereby.

 

OUR OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY AND COULD FALL BELOW THE EXPECTATIONS OF INVESTORS DUE TO VARIOUS FACTORS.

 

Our operating results may fluctuate significantly because of various factors, including:

 

	1.	The impact of inclement weather, natural disasters and other calamities, such as earthquakes and/or hurricanes, which could cause a delay in getting our products to our consumers;
	2.	Unseasonably cold or wet weather conditions could cause a delay in getting our products to our consumers;
	3.	Profitability of our operations where our products are sold, especially in new markets;
	4.	Changes in comparable store sales and consumer visits, including the introduction of new product items;
	5.	Variations in general economic conditions, including those relating to changes in diesel and gasoline prices;
	6.	Negative publicity about the ingredients we use or the occurrence of food-borne illnesses or other problems at stores where our products are available;
	7.	Changes in consumer preferences and discretionary spending;
	8.	Increases in infrastructure costs; and
	9.	Fluctuation in supply prices.

 

Because of these factors, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any year. Average consumers’ store revenue or comparable store revenue in any particular future period may decrease. In the future, our operating results may fall below the expectations of investors. In that event, the value of our Common Stock or other securities would likely decrease.

-13- 

 

 

OUR CONSUMERS AND SUPPLIERS COULD TAKE ACTIONS THAT HARM OUR REPUTATION AND REDUCE OUR PROFITS.

 

Consumers and suppliers are separate entities and are not our employees. Further, we do not exercise control over the day-to-day operations of our consumers and suppliers. Any operational shortcomings of our consumers and suppliers are likely to be attributed to our system-wide operations and could adversely affect our reputation and have a direct negative impact on our profits. 

 

OUR REVENUE IS SUBJECT TO VOLATILITY BASED ON WEATHER AND VARIES BY SEASON.

 

Seasonal factors could also cause our revenue to fluctuate from quarter to quarter. Our revenue may be lower during the winter months and the holiday season and during periods of inclement weather and higher during the spring, summer and fall months. Our revenue will likely also vary from quarter to quarter as a result of the number of trading days, that is, the number of days in a quarter when stores are open. 

 

WE COULD FACE LIABILITY FROM OUR CONSUMERS, SUPPLIERS OR GOVERNMENT.

 

A consumer, supplier or government agency may bring legal action against us based on the consumer/ supplier relationships. Various state and federal laws govern our relationship with consumers and suppliers. If we fail to comply with these laws, we could be liable for damages to consumers or suppliers and fines or other penalties. Expensive litigation with our consumers/suppliers or government agencies may adversely affect both our profits and our important relations with our consumer/suppliers.

 

WE MAY NOT BE ABLE TO RAISE ADDITIONAL CAPITAL ON ACCEPTABLE TERMS.

 

We are aware that our business may require significant capital in the future each year and for many years even if we can implement our business plans. We are also aware that any business that grows typically has negative cash flow as funds are needed to support higher levels of inventory and receivables together with higher advertising and marketing expenditures. As a result of these and related circumstances and even if we are successful in implementing our business plan, any person who acquires our Common Stock or our Preferred Stock will likely suffer significant and immediate dilution and otherwise become subordinate to the rights and claims of creditors. In addition, any financing that we obtain may not, however, be available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt in compliance with other contractual restrictions, such as financial covenants under our credit facility. These factors may make the timing, amount, terms and conditions of additional financings unattractive. Our inability to raise capital could impede our growth. Any person who acquires our securities should be prepared to lose all of their investment.

 

THE MARKETING AND SALE OF A CONSUMER PRODUCT EXPOSES US TO SIGNIFICANT RISK OF LITIGATION TOGETHER WITH THE DISTRACTION OF OUR LIMITED MANAGEMENT, INCREASING OUR EXPENSES OR SUBJECTING US TO MATERIAL MONEY DAMAGES AND OTHER REMEDIES.

 

The marketing of any consumer product is highly risky. We are aware that consumers could file complaints or lawsuits against us alleging that we are responsible for some illness or injury their consumers suffered at or after a visit to their stores, or that we have problems with food quality or operations. We are also subject to a variety of other claims arising in the ordinary course of our business, including personal injury claims, contract claims and claims alleging violations of federal and state law regarding workplace and employment matters, discrimination and similar matters, and we could become subject to class action or other lawsuits related to these or different matters in the future. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment significantly in excess of our insurance coverage for any claims could materially and adversely affect our financial condition or results of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation or prospects, which in turn could adversely affect our results. The food and beverage services industry has been subject to a growing number of claims based on the nutritional content of food products they sell and disclosure and advertising practices. We have no present plans to obtain insurance coverage for these risks or any risks associated with or arising out of any product that we plan to market and sell in the future. As a result, in the event that we incur costs and liabilities as a result of or associated with our planned offering and sale of our products, we likely will face protracted and significant financial costs and protracted losses thereby with the result that anyone who acquires our Common Stock or our Preferred Stock likely will lose their entire investment.

-14- 

 

 

WE MAY ALSO INCUR COSTS RESULTING FROM OTHER SECURITY RISKS WE MAY FACE IN CONNECTION WITH OUR ELECTRONIC PROCESSING AND TRANSMISSION OF CONFIDENTIAL CONSUMER INFORMATION.

 

In the event that we are able to implement our business plan then we are likely to face the risks from using commercially available software and other technologies to provide security for processing and transmission of consumer credit card data. Our systems could be compromised in the future, which could result in the misappropriation of consumer information or the disruption of systems. Either of those consequences and other events could have a material adverse effect on our reputation and business or subject it to additional liabilities with consequential and significant financial losses arising thereby.

  

WE ARE EXPOSED TO INCREASED COSTS AND RISKS ASSOCIATED WITH COMPLIANCE WITH CHANGING LAWS, REGULATIONS AND STANDARDS IN GENERAL, AND SPECIFICALLY WITH INCREASED AND NEW REGULATION OF CORPORATE GOVERNANCE AND DISCLOSURE STANDARDS.

 

We expect to spend an increased amount of management time and external resources to comply with existing and changing laws, regulations and standards in general, and specifically relating to corporate governance. In particular, Section 404 of the Sarbanes-Oxley Act of 2002 requires management to annually review and evaluate all of our internal control systems, and file attestations of the effectiveness of these systems by our management and by our independent auditors. This process may require us to hire additional personnel and use outside advisory services and result in additional accounting and legal expenses. If in the future our chief executive officer, chief financial officer or independent auditors determine that our controls over financial reporting are not effective as defined under Section 404, investor perceptions may be adversely affected and could cause a decline in the value of our stock. If our independent auditors are unable to provide an unqualified attestation of management’s assessment of our internal control over financial reporting, or disclaim an ability to issue an attestation, it could result in a loss of investor confidence in our financial reports, adversely affect our stock value and our ability to access the capital markets or borrow money. Failure to comply with other existing and changing laws, regulations and standards could also adversely affect the Company.

 

THE REPORT OF OUR INDEPENDENT AUDITORS INDICATES UNCERTAINTY CONCERNING OUR ABILITY TO CONTINUE AS A GOING CONCERN AND THIS MAY IMPAIR OUR ABILITY TO RAISE CAPITAL TO FUND OUR BUSINESS PLAN.

 

Our independent auditors have raised substantial doubt about our ability to continue as a going concern. We cannot assure you that this will not impair our ability to raise capital on attractive terms. Additionally, we cannot assure you that we will ever achieve significant revenues and therefore remain a going concern. 

 

COMPETITORS WITH MORE RESOURCES MAY FORCE US OUT OF BUSINESS.

 

In the event that we have sufficient financial resources, we anticipate that we will compete with many large and well-established companies, food and beverage service, C-stores and other approved channels and otherwise, on the basis of taste, quality and price of product offered, consumer service, atmosphere, location and overall guest experience. Aggressive pricing by our competitors or the entrance of new competitors into our markets could reduce our revenue and profit margins and otherwise result in significant financial losses that could result in insolvency or bankruptcy.

-15- 

 

 

WE MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT SIGNIFICANT ADDITIONAL FINANCING WHICH MAY BE UNAVAILABLE.

 

We have negative equity of $5.1 million as of December 31, 2019, minimal working capital and no clear plan to raise additional capital. To date, hawse have funded our operations with minimal financial resources, and we have not generated sufficient cash from operations to be profitable or to maintain sufficient inventory. Unless we are successful in generating sufficient revenues to finance operations as a going concern while also achieving profitability and positive cash flow, the Company may experience liquidity and solvency problems. Such liquidity and solvency problems may force the Company to cease operations if additional financing is not available.

 

THE COST TO MEET OUR REPORTING AND OTHER REQUIREMENTS AS A PUBLIC COMPANY SUBECT TO THE EXCHANGE ACT OF 1934 WILL BE SUBSTANTIAL AND MAY RESULT IN US HAVING INSUFFICIENT FUNDS TO EXPAND OUR BUSINESS OR EVEN MEET ROUTINE BUSINESS OBLIGATIONS.

 

Subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, we will incur ongoing expenses associated with professional fees for accounting, legal, and a host of other expenses for annual reports and proxy statements that could limit our ability to invest in inventory, accounts receivable, marketing, product development, and other necessary expenditures. These costs directly reduce any funds that we may have to meet our financial obligations to creditors or otherwise sustain the existence of the Company.

 

WE MAY HAVE DIFFICULTY IN ATTRACTING AND RETAINING MANAGEMENT AND OUTSIDE INDEPENDENT MEMBERS TO OUR BOARD OF DIRECTORS AS A RESULT OF THEIR CONCERNS RELATING TO THEIR INCREASED PERSONAL EXPOSURE TO LAWSUITS AND STOCKHOLDER CLAIMS BY VIRTUE OF HOLDING THESE POSITIONS IN A PUBLICLY-HELD COMPANY.

 

We are aware that directors and management of publicly-traded corporations are increasingly concerned with the extent of their personal exposure to lawsuits and stockholder claims, as well as governmental and creditor claims which may be made against them, particularly in view of recent changes in securities laws imposing additional duties, obligations and liabilities on management and directors. Due to these perceived risks, directors and management are also becoming increasingly concerned with the availability of directors’ and officers’ liability insurance to pay on a timely basis the costs incurred in defending such claims. We currently do not carry directors’ and officers’ liability insurance. Directors’ and officers’ liability insurance has recently become much more expensive and difficult to obtain. If we are unable to provide directors’ and officers’ liability insurance at affordable rates or at all, it may become increasingly more difficult to attract and retain qualified outside directors to serve on our board of directors.

 

We may lose potential independent board members and management candidates to other companies that have greater directors’ and officers’ liability insurance to insure them from liability or to companies that have revenues or have received greater funding to date which can offer more lucrative compensation packages. The fees of directors are also rising in response to their increased duties, obligations and liabilities as well as increased exposure to such risks. As a company with a limited operating history and limited resources, we will have a more difficult time attracting and retaining management and outside independent directors than a more established company due to these enhanced duties, obligations and liabilities.

 

WE MAY NOT ACHIEVE RESULTS SIMILAR TO ANY CURRENT OR FUTURE FINANCIAL PROJECTIONS.

 

Projections and estimated financial results are based on estimates and assumptions that are inherently uncertain and, though considered reasonable by us, are subject to significant business, economic, and competitive uncertainties and contingencies, all of which are difficult to predict and many of which are beyond our control. Accordingly, there can be no assurance that the projected results will be realized or that actual results will not be significantly lower than projected. Neither we nor any other person or entity assumes any responsibility for the accuracy or validity of the projections. All of our plans and projections have not received any independent or third-party evaluation by anyone and are the result of the limited review provide solely by our one (1) part-time officer and Director, Joe E. Poe.

-16- 

 

 

Risks Related to an Investment in our Common Stock

 

OUR DIRECTORS HAVE THE RIGHT TO AUTHORIZE THE ISSUANCE OF ADDITIONAL SHARES OF OUR PREFERRED STOCK.

 

Our directors, within the limitations and restrictions contained in our articles of incorporation and without further action by our stockholders, have the authority to issue shares of preferred stock from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of shares of preferred stock could adversely affect the rights of holders of our common stock. Any such action would also likely and significantly reduce the value of our existing Common Stock and our existing Preferred Stock.

 

IF THERE IS A MARKET FOR OUR SECURITIES IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND ILLIQUID.

 

We can make no assurance that there will be a public market for our common Stock in the future. If there is a market for our Common Stock in the future, we anticipate that such market may be illiquid and might be subject to wide fluctuations in response to several factors, including, but not limited to the following factors:

 

	(1)	actual or anticipated variations in our results of operations;
	(2)	our ability or inability to generate new revenue;
	(3)	our ability to anticipate and effectively adapt to a developing market;
	(4)	our ability to attract, retain and motivate qualified personnel;
	(5)	consumer satisfaction and loyalty;
	(6)	increased competition; and
	(7)	conditions and trends in the market for organic and natural products.

  

CONVERSION OF OUR PROMISSORY NOTES OR SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK INTO THE PUBLIC MARKET BY SELLING SHAREHOLDERS MAY CAUSE A REDUCTION IN THE PRICE OF OUR STOCK AND PURCHASERS WHO ACQUIRE SHARES FROM THE SELLING SHAREHOLDERS MAY LOSE SOME OR ALL OF THEIR INVESTMENTS.

 

If a market for our shares develops, sales of a substantial number of shares of our Common Stock in the public market could cause a reduction in the price of our Common Stock. If selling Shareholders resell a substantial portion of the issued and outstanding shares of our Common Stock it could have an adverse effect on the price of our Common Stock. As a result of any such decreases in the price of our Common Stock, purchasers who acquire shares from Selling Shareholders may lose some or all of their investment.

 

OUR EXISTING SHAREHOLDERS WILL EXPERIENCE SUBSTANTIAL AND IMMEDIATE DILUTION.

 

In the event that we are able to implement our business plan, we will need to raise significant additional capital from the sale of debt, equity, or both. Any funds, and these funds may not be available on favorable terms, or at all. Furthermore, if we issue debt or equity securities to raise additional funds, our existing shareholders will experience substantial and immediate dilution, and the new debt or equity securities may have rights, preference, and privileges senior to those of our existing shareholders. If we cannot raise funds on acceptable terms, we may not be able to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated consumer requirements.

 

There is no assurance that we will be profitable, and we may not be able to successfully develop, manage or market our products and services. We may not be able to attract or retain qualified executives and technological personnel and our products and services may become obsolete. Government regulation may hinder our business. Additional dilution in outstanding stock ownership will be incurred due to the issuance of more shares, stock options, or the exercise of stock options, and other risks inherent in our business.

 

Since we cannot be assured of any immediate improvement in our profitability, our cash flow, or both of them, any person who acquires our Common Stock, our Preferred Stock, or any other security that we may offer, will likely incur substantial dilution and diminution in their interest in the Company and thereby substantial losses on their investment thereby. Our securities are properly viewed as “HIGH RISK” securities that are suitable only for those who can afford to lose their entire investment.

-17- 

 

Currently, there is a public market for our securities, but there can be no assurances that the public market will develop further and, if developed further, it is likely to experience significant price fluctuations.

 

We have a trading symbol for our common stock, namely ‘FPFI’. There can be no assurances as to whether:

 

	●	the market for our shares will continue to develop; or
	●	the prices at which our common stock will trade;

 

Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these risk factors, investor perception of our Company and general economic and market conditions.

 

WE ARE SUBJECT TO THE PENNY SOCK RULES WHICH WILL MAKE OUR COMMON STOCK MORE DIFFICULT TO SELL. 

 

We are subject to the SEC’s “penny stock” rules because our securities sell below $5.00 per share. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

 

Furthermore, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for our securities. As long as our securities are subject to the penny stock rules, the holders of such securities will find it more difficult to sell their securities and any person who acquires our securities will not likely have any continuous liquid trading market that will allow them to sell these securities in the future.

 

SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE.

 

The sale of a significant number of shares of common stock at any particular time could be difficult to achieve at the market prices prevailing immediately before such shares are offered. In addition, sales of substantial amounts of common stock, including shares issued upon the exercise of outstanding options and warrants, under Securities and Exchange Commission Rule 144 or otherwise could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital at that time through the sale of our securities. 

 

STATUS OF “PENNY STOCK” AND IMPACT ON MARKET LIQUIDITY.

 

Trading in our Common Stock is limited. Consequently, a shareholder may find it more difficult to dispose of, or to obtain accurate quotations as to the price of, our Common Stock. In the absence of a security being quoted on NASDAQ, or the Company having $2,000,000 in net tangible assets, trading in the Common Stock is covered by Rule 3a51-1 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended for non-NASDAQ and non-exchange listed securities. Under such rules, broker/dealers who recommend such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or an annual income exceeding $200,000 or $300,000 jointly with their spouse) must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction prior to sale. Securities are also exempt from this rule if the market price is at least $5.00 per share, or for warrants, if the warrants have an exercise price of at least $5.00 per share. The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure related to the market for penny stocks and for trades in any stock defined as a penny stock. The Commission has adopted regulations under such Act which define a penny stock to be any NASDAQ or non-NASDAQ equity security that has a market price or exercise price of less than $5.00 per share and allow for the enforcement against violators of the proposed rules. In addition, unless exempt, the rules require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule prepared by the Commission explaining important concepts involving a penny stock market, the nature of such market, terms used in such market, the broker/dealer's duties to the customer, a toll-free telephone number for inquiries about the broker/dealer's disciplinary history, and the customer's rights and remedies in case of fraud or abuse in the sale. Disclosure also must be made about commissions payable to both the broker/dealer and the registered representative, current quotations for the securities, and, if the broker/dealer is the sole market maker, the broker/dealer must disclose this fact and its control over the market. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. While many NASDAQ stocks are covered by the proposed definition of penny stock, transactions in NASDAQ stock are exempt from all but the sole market-maker provision for (i) issuers who have $2,000,000 in tangible assets has been in operation for at least three years ($5,000,000 if the issuer has not been in continuous operation for three years), (ii) transactions in which the customer is an institutional accredited investor, and (iii) transactions that are not recommended by the broker/dealer. In addition, transactions in a NASDAQ security directly with the NASDAQ market maker for such securities, are subject only to the sole market-maker disclosure, and the disclosure with regard to commissions to be paid to the broker/dealer and the registered representatives. The Company's securities are subject to the above rules on penny stocks and the market liquidity for the Company's securities could be severely affected by limiting the ability of broker/dealers to sell the Company's securities.

-18- 

 

 

LIKELIHOOD OF GOVERNMENTAL APPROVAL OF OUR PRINCIPAL PRODUCTS.

 

Companies have been the target of class action lawsuits and other proceedings alleging, among other things, violations of federal and state workplace and employment laws. Proceedings of this nature, if successful, could result in our payment of substantial damages.

 

Our results of operations may be adversely affected by legal or governmental proceedings brought by or on behalf of employees or consumers. In recent years, a number of companies, including juice companies, have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law. A number of these lawsuits have resulted in the payment of substantial awards by the defendants. Although we are not currently a party to any material class action lawsuits, we could incur substantial damages and expenses resulting from lawsuits, which would increase the cost of operating the business and decrease the cash available for other uses.

 

WE ARE SUBJECT TO GOVERNMENT AND INDUSTRY REGULATION.

 

We are subject to various federal, state and local regulations and we likely will face greater regulations in the future. Our products are subject to state and local regulation by health, sanitation, food and workplace safety and other agencies. We may experience material difficulties or failures in obtaining the necessary licenses or approvals for new products which could delay planned execution of our business plan. We are subject to the U.S. Americans with Disabilities Act and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas. We may in the future have to modify office and warehouse space, for example by adding access ramps or redesigning certain architectural fixtures, to provide service to or make reasonable accommodations for disabled persons. The expenses associated with these modifications could be material. Our operations are also subject to the U.S. Fair Labor Standards Act, which governs such matters as minimum wages, overtime and other working conditions, along with the U.S. Americans with Disabilities Act, family leave mandates and a variety of similar laws enacted by the states that govern these and other employment law matters. In addition, federal proposals to introduce a system of mandated health insurance and flexible work time and other similar initiatives could, if implemented, adversely affect our operations. In recent years, there has been an increased legislative, regulatory and consumer focus on nutrition and advertising practices in the food industry. As a result, we may in the future become subject to initiatives in the area of nutrition disclosure or advertising, such as requirements to provide information about the nutritional content of our products, which could increase our expenses.

 

AS A PUBLIC COMPANY, WE ARE SUBJECT TO COMPLEX LEGAL AND ACCOUNTING REQUIREMENTS THAT WILL REQUIRE US TO INCUR SIGNIFICANT EXPENSES AND WILL EXPOSE US TO RISK OF NON-COMPLIANCE.

 

As a public company, we are subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material, not only in absolute terms but, more

importantly, in relation to the overall scope of the operations of a small company. Our relative inexperience with these requirements may increase the cost of compliance and may also increase the risk that we will fail to comply.

 

Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, our inability to file required periodic reports on a timely basis, loss of market confidence and/or governmental or private actions against us. We cannot assure you that we will be able to comply with all of these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis our privately held and larger public competitors.

-19- 

 

  

WE MAY BE SUBJECT TO SHAREHOLDER LITIGATION, THEREBY DIVERTING OUR RESOURCES THAT MAY HAVE A MATERIAL EFFECT ON OUR PROFITABILITY AND RESULTS OF OPERATIONS.

 

As discussed in the preceding risk factors, the market for our common shares is characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may become the target of similar litigation. Securities litigation will result in substantial costs and liabilities and will divert management’s attention and resources.  

 

Item 1B. Unresolved Staff Comments

 

Not applicable

 

Item 2. Properties

 

Our principal executive office is located at 3416 Shadybrook Drive, Midwest City, OK 73110.

 

Item 3. Legal Proceedings

 

On April 25, 2013, Richard Maher, et al (collectively, the “Plaintiffs”) filed a complaint with the United States District Court for the District of Nevada (the “Court”) alleging claims including securities fraud and breach of contract against Peter Hellwig, et al (collectively, the “Defendants”). On March 30, 2017, the Court issued an order granting in part motion for default judgment in favor of the Plaintiffs. On January 1, 2018, the Company issued three convertible notes to settle legal damages totaling $693,819 awarded to the Plaintiffs after pursuing all potential remedies against the other Defendants.

 

On April 5, 2018, David G. Wiser filed a lawsuit against the Company for debt acquired in the asset purchase agreement with Creative Edge Nutrition due to the non-convertibility of his debt resulting from the lack of shares available to issue while the Company was delinquent in its filings with the SEC. On April 27, 2018, the lawsuit was settled when the Company issued Mr. Wiser one preferred share convertible into 850,000,000 shares of common stock.

        

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, we are not aware of any outstanding 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. We may discover that one or more actions or suits have been filed against us. As a result, we cannot assure you that we may be exposed to claims and liabilities that result in the Company becoming insolvent with the further result that any person who acquires our Common Stock, our Preferred Stock, or any other securities that we have issued, suffer the total loss of their investment.

 

Item 4. MINE SAFETY DISCLOSURES.

 

Not applicable. 

-20- 

 

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

(a) Market Information

 

The Company’s Common Stock is quoted on the OTC Markets under the under the symbol “FPFI.” The following table sets forth the quarterly high and low sale prices for our common shares for the last two completed fiscal years and the subsequent interim periods. The prices set forth below represent interdealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.

 

Fiscal Year 2018 Quarters Ended:		High				Low
March 31, 2018		$	0.00030				0.00010
June 30, 2018			0.00040				0.00010
September 30, 2018			0.00030				0.00010
December 31, 2018			0.00020				0.00010
Fiscal Year 2019 Quarters Ended:			High				Low
March 31, 2019		$	0.00020			$	0.00010
June 30, 2019			0.00020				0.00010
September 30, 2019			0.00020				0.00010
December 31, 2019			0.00020				0.00001

 

(b) Holders

 

As of May 20, 2020 there were approximately 721 stockholders of record of our common stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees. 

 

(c) Dividends

 

We have never paid any cash dividends on our common shares, and we do not anticipate that we will pay any dividends with respect to those securities in the foreseeable future. Our current business plan is to retain any future earnings to finance the expansion development of our business.

 

(d) Securities Authorized for Issuance Under Equity Compensation Plans

 

We currently do not have an equity compensation plan. 

 

Item 6. Selected Financial Data

 

Not applicable.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Result of Operations

 

Forward-Looking Statements

 

Certain statements in this Management’s Discussion and Analysis section or MD&A, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements generally are identified by the words “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. Historical results may not indicate future performance. Our forward-looking statements reflect our current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by these statements. Factors that may cause differences between actual results and those contemplated by forward-looking statements include, but are not limited to, the risk factors described in this report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether because of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

-21- 

 

 

Plan of Operations

 

Our plan is to develop our brand name, to have it strongly associated with all of our distributed products and to focus on finding and developing the best nutritional supplement product options for North America and beyond.

 

GIDDY UP Energy Products was a wholesale manufacturer engaged in a limited amount of marketing and distribution of carbonated and non-carbonated energy drinks, shakes, energy bars, and related products. The company was a subsidiary of Creative Edge Nutrition, a nutritional supplement company focused on developing innovative, high quality supplements. The company manufactures under strict GMP guidelines at GMP Certified and/or FDA registered facilities (visit our website at www.giddyupenergyproducts.com for more information).

 

An experienced but limited core management team is in place and has, on a limited basis, reviewed, studied and analyzed the natural and/or organic product market. In the event that the Company can secure additional capital in sufficient amounts and on a timely basis, the Company may be able to establish a procurement program and may be able to work with outside professionals to build its business, create brands through eco-friendly packaging and distinctive labeling, and develop key distribution relationships.

 

Basis of Presentation

 

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. 

  

Results of Operations for the years ended December 31, 2019 and 2018

 

Revenues

 

We did not record any revenues for the years ended December 31, 2019 and 2018. As discussed above, we discontinued our operating subsidiary Harvest Soul which had been our sole source for sales revenue in prior year periods. We are contemplating various opportunities as a means to generate future sales revenue; however, we can provide no assurance that our efforts will successfully result in any new revenues.

 

Gross Margin

 

Gross margin is calculated by subtracting cost of sales from revenue. Gross margin percentage is calculated by dividing gross margins by revenue.

 

We did not record any cost of goods sold for either of the years ended December 31, 2019, and 2018. As such, we did not realize any gross margin for either of the years ended December 31, 2019 and 2018.

 

-22- 

 

Operating Expenses

 

Operating expenses from continuing operations totaled $141,255 for the year ended December 31, 2019, compared to $945,857 in operating expenses from continuing operations for the year ended December 31, 2018, or a decrease of $804,602.

 

Our operating expenses are primarily comprised of compensation and benefits, professional fees and other general and administrative costs. The decrease in operating expenses from continuing operations was primarily due to certain legal matters that were settled during the year ended December 31, 2018. See Item 1. Legal Proceedings. On January 1, 2018, the Company issued three convertible notes to settle legal damages totaling $693,819 awarded to the Plaintiffs after pursuing all potential remedies against the other Defendants. On April 27, 2018, the Company issued one share of convertible, preferred stock to settle a legal matter totaling $60,000.

 

We expect our operating expenses to increase proportionally to our business activities as we begin to execute upon our Plan of Operations in future periods. We also anticipate incurring additional costs and expenses as a result of our lack of positive cash flow and lack of profits.

 

Other Income (Expense)

 

Net other expenses totaled $824,431 for the year ended December 31, 2019, compared to $1,188,117 in net other expenses for the year ended December 31, 2018.

 

The Company has issued various convertible notes to help finance its operations, some of which have embedded derivative features. The value of these instruments will fluctuate as the trading price of our common stock changes. During the year ended December 31, 2019, we recorded an unrealized loss of $292,536, compared to an unrealized gain of $2,174,882 from the change in the value of these derivative features. During the year ended December 31, 2019 we did not record any derivative liability expense, compared to $2,374,508 of expense recorded during the year ended December 31, 2018.

 

During the year ended December 31, 2019, we recorded interest expense related to the amortization of debt discounts totaling $17,347 compared to $698,638 during the year ended December 31, 2018.

 

Net loss from continuing operations

 

We incurred a net loss from continuing operations of $965,686, or $0.00 per share, for the year ended December 31, 2019, compared to a net loss of $2,133,974, or $0.00 per share, for the year ended December 31, 2018.

 

The weighted average number of basic and fully diluted shares outstanding for the year ended December 31, 2019 was 8,833,435,867, compared to 8,657,514,707 for the year ended December 31, 2018. There are no dilutive equivalents included in our calculation of fully diluted shares for the years ended December 31, 2019 and 2018, since their inclusion would be anti-dilutive due to our net loss per share.

 

Liquidity and Capital Resources

 

The accompanying 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 $965,686 for the year ended December 31, 2019. Because of the absence of positive cash flows from operations, the Company requires additional funding to execute upon its Plan of Operation. 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.

 

We are presently unable to meet our obligations as they come due. At December 31, 2019, we had $19 in assets and a working capital deficit of $5,122,952. Our working capital deficit is largely due to the balance of our convertible notes payable and related derivative liabilities.

 

-23- 

 

During the year ended December 31, 2019, we used net cash of $55,669 from our operating activities from continuing operations compared to $63,180 cash used in our operating activities from continuing operations for the year ended December 31, 2018.

 

During the year ended December 31, 2019, net cash provided by our financing activities from continuing operations was $55,500 compared to $63,368 cash provided by or used in our financing activities from continuing operations for the year ended December 31, 2018.

 

We anticipate that our cash requirements will arise from the need to fund our growth from operations, pay current and prior period obligations and future capital expenditures. The primary sources of funding in the near term for such requirements are expected to be cash generated from raising additional funds by the issuance of convertible notes. However, we can provide no assurances that we will be able to generate sufficient cash flow or 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 one or more private offerings of our company’s securities. See “Note 2– 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

 

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 7A. Quantitative and Qualitative Disclosures About Market Risk

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

Item 8. Financial Statements and Supplementary Data

-24- 

 

 

 

 

 

FRESH PROMISE FOODS INC.

 

CONSOLIDATED FINANCIAL STATEMENTS

 

DECEMBER 31, 2019 AND DECEMBER 31, 2018 

-25- 

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Fresh Promise Foods, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Fresh Promise Foods, Inc. as of December 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/S/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2018

Lakewood, CO

May 28, 2020

 

F-1- 

 

 

FRESH PROMISE FOODS, INC.

Consolidated Balance Sheets

 

		December 31,				December 31,
		2019				2018
ASSETS
Current assets:
Cash and cash equivalents		$	19			$	188
Total current assets			19				188
Total assets		$	19			$	188
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable		$	165,466			$	165,466
Accrued liabilities			1,229,327				653,218
Convertible notes payable, current			1,515,178				1,497,831
Derivative liabilities			2,191,745				1,899,209
Promissory notes payable, current			17,500				—
Related party payables			3,755				3,730
Total current liabilities			5,122,971				4,219,454
Total liabilities			5,122,971				4,219,454
Commitments and contingencies			—				—
Stockholders' Deficit:
Preferred stock - Series A, $0.00001 par value. 69,999,990 shares authorized; 10,000,0000 shares
issued and outstanding as of December 31, 2019 and 2018, respectively			100				100
Preferred stock - Series D, $0.00001 par value. 1 share authorized; 1 and zero shares
issued and outstanding as of December 31, 2019 and 2018, respectively			—				—
Preferred stock - Series E, $0.00001 par value. 12 shares authorized; 12 and zero shares
issued and outstanding as of December 31, 2019 and 2018, respectively			—				—
Common stock, $0.00001 par value. 2,000,000,000 shares authorized; 8,638,186,067 and 7,338,180,185 shares
issued and outstanding as of December 31, 2019 and 2018, respectively			86,382				88,100
Additional paid-in capital			8,894,472				8,830,754
Accumulated deficit			(14,103,906	)			(13,138,220	)
Total stockholders' deficit			(5,122,952	)			(4,219,266	)
Total liabilities and stockholders' deficit		$	19			$	188

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-2- 

 

 

FRESH PROMISE FOODS, INC.

Consolidated Statements of Operations

 

		Year Ended December 31,				Year Ended December 31,
		2019				2018
Sales		$—				$—
Cost of goods sold		—				—
Gross margin			—				—
Operating expenses
Compensation and benefits			60,000				60,000
General and administrative expenses			21,055				812,893
Professional fees			51,350				64,314
Stock based compensation			8,850				8,650
Total operating expenses			141,255				945,857
Loss from continuing operations			(141,255	)			(945,857	)
Other income (expenses)
Derivative liability expense			—				(2,374,508	)
Gain (loss) on change in value of derivative liabilities			(292,536	)			2,174,882
Loss on exchange of equity			(24,000	)			—
Interest expense, net			(507,895	)			(988,491	)
Total other income (expense)			(824,431	)			(1,188,117	)
Loss from continuing operations before income taxes			(965,686	)			(2,133,974	)
Provision for income taxes (benefit)			—				—
Net loss from continuing operations			(965,686	)			(2,133,974	)
Discontinued operations, net of income taxes			—				1,281,824
Net loss		$	(965,686	)		$	(852,150	)
Basic and diluted earnings (loss) per common share
Continuing operations		$	(0.00	)		$	(0.00	)
Discontinued operations		$	—			$	0.00
Net loss		$	(0.00	)		$	(0.00	)
Weighted-average number of common shares outstanding:
Basic and diluted			8,833,435,867				8,657,514,707

 

The accompanying notes are an integral part of the consolidated financial statements.

 

F-3- 

 

 

FRESH PROMISE FOODS, INC.

Consolidated Statements of Changes in Stockholders' Equity

 

																																		Additional								Total
		Preferred Stock - Series A								Preferred Stock - Series D								Preferred Stock - Series E								Common Stock								Paid-in				Accumulated				Stockholders'
		Shares				Value				Shares				Value				Shares				Value				Shares				Value				Capital				Deficit				Equity
Balance, December 31, 2017			10,000,000			$	100				—			$	—				—			$	—				7,338,180,185			$	73,382			$	7,947,036			$	(12,286,070	)		$	(4,265,552	)
Net loss			—				—				—				—				—				—				—				—				—				(852,150	)			(852,150	)
Issuance of convertible, preferred stock in connection with settlement
of a legal matter			—				—				1				—				—				—				—				—				60,000				—				60,000
Issuance of common stock in connection with sales made under
private or public offerings			—				—				—				—				—				—				160,000,000				1,600				14,400				—				16,000
Issuance of common stock in exchange for fees and services rendered			—				—				—				—				—				—				240,000,000				2,400				45,600				—				48,000
Conversion of convertible debentures and accrued interest into
common stock			—				—				—				—				—				—				1,071,819,813				10,718				48,232				—				58,950
Recognition of beneficial conversion features related to
convertible debentures			—				—				—				—				—				—				—				—				715,486				—				715,486

 

F-4- 

 

Balance, December 31, 2018			10,000,000			$	100				1			$	—				—				—				8,809,999,998			$	88,100			$	8,830,754			$	(13,138,220	)		$	(4,219,266	)
Net loss			—				—				—				—				—				—				—				—				—				(965,686	)			(965,686	)
Exchange of common stock for Series E preferred stock			—				—				—				—				12				—				(361,813,931	)			(3,618	)			27,618				—				24,000
Issuance of common stock in connection with sales made under
private or public offerings			—				—				—				—				—				—				190,000,000				1,900				36,100				—				38,000
Balance, December 31, 2019			10,000,000			$	100				1			$	—				12				—				8,638,186,067			$	86,382			$	8,894,472			$	(14,103,906	)		$	(5,122,952	)

 

The accompanying notes are an integral part of the consolidated financial statements.

F-5- 

 

 

 

FRESH PROMISE FOODS, INC.

Consolidated Statements of Cash Flows

 

		Year Ended December 31,				Year Ended December 31,
		2019				2018
Cash flows from operating activities of continuing operations:
Net loss		$	(965,686	)		$	(852,150	)
Net income from discontinued operations			—				(1,281,824	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortization of debt discount			17,347				698,638
Preferred stock issued in lieu of cash in settlement of legal matter			—				60,000
Common stock issued in exchange for fees and services			—				48,000
Debt issued in lieu of cash in settlement of legal matter			—				693,819
Derivative expense			—				2,374,508
(Gain) loss on change in value of derivative liabilities			292,536				(2,174,882	)
Loss on exchange of equity			24,000				—
Changes in operating assets and liabilities:
Accrued liabilities			576,109				370,580
Related party payables			25				130
Net cash provided by (used in) operating activities - continuing operations			(55,669	)			(63,181	)
Net cash provided by (used in) operating activities - discontinued operations			—				—
Net cash provided by (used in) operating activities			(55,669	)			(63,181	)
Cash flows from investing activities:
Net cash provided by (used in) financing activities - continuing operations			—				—
Net cash provided by (used in) financing activities - discontinued operations			—				—
Net cash provided by (used in) financing activities			—				—
Cash flows from financing activities:
Proceeds from issuance of common stock			38,000				16,000
Proceeds from issuance of convertible notes			—				47,368
Proceeds from issuance of promissory notes			17,500				—
Net cash provided by (used in) financing activities - continuing operations			55,500				63,368
Net cash provided by (used in) financing activities - discontinued operations			—				—
Net cash provided by (used in) financing activities			55,500				63,368
Net increase (decrease) in cash and cash equivalents			(169	)			188
Cash and cash equivalents at beginning of period			188				—
Cash and cash equivalents at end of period		$	19			$	188
Supplemental disclosure of cash flow information:
Cash paid for interest		$	—			$	—
Cash paid for income taxes		$	—			$	—
Supplemental disclosure of non-cash investing and financing activities:
Beneficial conversion features and original issuance discounts on convertible debentures		$	—			$	715,485
Common stock issued to reduce convertible and promissory notes payable		$	—			$	58,951
Series E preferred stock issued in exchange for shares of common stock		$	96,000			$	—

 

F-6- 

 

 

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2019 and 2018

  

NOTE 1 – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

Fresh Promise Foods, Inc. (“Fresh Promise” or the “Company”) is a consumer products and marketing company focused on the high-margin, multi-billion-dollar health and wellness food and beverage sectors.

 

On June 27, 2017, Creative Edge Nutrition, a Nevada corporation ("CEN") and Fresh Promise executed an asset purchase agreement whereby the Company purchased the assets and liabilities of CEN's subsidiary, Giddy Up Energy Products, Inc. ("Giddy"). As consideration, the Company agreed to exchange 4,719,760,108 shares of its common stock. On January 24, 2018, the Company 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.

 

Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business for the twelve-month period following the date of these financial statements. On a consolidated basis, the Company has incurred significant operating losses since its inception.

 

Because the Company does not expect that existing operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative sources of financing. Historically, the Company has raised capital through the issuance of convertible debt as a measure to finance working capital needs. The Company will be required to continue to do so until such time that its consolidated operations become profitable.

 

Discontinued Operations

 

In light of the Company’s legal proceedings involving certain former management, Fresh Promise decided to discontinue its business operations of its wholly-owned subsidiary Harvest Soul. This business was classified as discontinued operations beginning with the Company’s December 31, 2015 consolidated financial statements. In August 2018, Fresh Promise executed a definitive agreement to sell and transfer its equity interest in Harvest Soul.

 

The Company’s results of operations related to Harvest Soul have been reclassified as discontinued operations on a retrospective basis for all years presented. For additional information see Note 3 — Discontinued Operations.

 

Basis of Presentation

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted a December 31 fiscal year-end.

 

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.

 

-7- 

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience, known or expected trends and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

  

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 years ended December 31, 2019 and 2018, the Company did not have 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. 

 

Fair Value of Financial Instruments

 

The Company’s financial instruments are carried at the approximate fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these consolidated financial statements.

 

Goodwill and Intangible Assets

 

Goodwill represents the future economic benefit arising from other assets acquired that could not be individually identified and separately recognized. The goodwill arising from the Company’s acquisitions is attributable to the value of the potential expanded market opportunity with new customers. Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter.

 

Goodwill and indefinite-lived assets are not amortized but are subject to annual impairment testing unless circumstances dictate more frequent assessments. The Company performs an annual impairment assessment for goodwill during the fourth quarter of each year and more frequently whenever events or changes in circumstances indicate that the fair value of the asset may be less than the carrying amount. Goodwill impairment testing is a two-step process performed at the reporting unit level. Step one compares the fair value of the reporting unit to its carrying amount. The fair value of the reporting unit is determined by considering both the income approach and market approaches. The fair values calculated under the income approach and market approaches are weighted based on circumstances surrounding the reporting unit. Under the income approach, the Company determines fair value based on estimated future cash flows of the reporting unit, which are discounted to the present value using discount factors that consider the timing and risk of cash flows. For the discount rate, the Company relies on the capital asset pricing model approach, which includes an assessment of the risk-free interest rate, the rate of return from publicly traded stocks, the Company’s risk relative to the overall market, the Company’s size and industry and other Company-specific risks. Other significant assumptions used in the income approach include the terminal value, growth rates, future capital expenditures and changes in future working capital requirements. The market approaches use key multiples from guideline businesses that are comparable and are traded on a public market. If the fair value of the reporting unit is greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount exceeds its fair value, then the second step must be completed to measure the amount of impairment, if any. Step two calculates the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets of the reporting unit from the fair value of the reporting unit as calculated in step one. In this step, the fair value of the reporting unit is allocated to all of the reporting unit’s assets and liabilities in a hypothetical purchase price allocation as if the reporting unit had been acquired on that date. If the carrying amount of goodwill exceeds the implied fair value of goodwill, an impairment loss is recognized in an amount equal to the excess.

 

F-8- 

 

Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates, strategic plans, and future market conditions, among others. There can be no assurance that the Company’s estimates and assumptions made for purposes of the goodwill impairment testing will prove to be accurate predictions of the future. Changes in assumptions and estimates could cause the Company to perform an impairment test prior to scheduled annual impairment tests scheduled in the fourth quarter.

 

As of December 31, 2019, the Company did not have any goodwill or indefinite-lived assets.

 

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 December 31, 2019 and 2018. 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 December 31, 2019 and 2018, the Company had convertible notes outstanding that could be converted into approximately 23,377,136,247 and 21,654,839,992 common shares based up the closing bid price of the company’s common stock at December 31, 2019 and 2018, respectively. Shares which would result from the conversion of the convertible notes were excluded from the calculation of net loss per share for 2019 and 2018 because the effect would be anti-dilutive.

 

Share-Based Compensation

 

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).

 

On June 20, 2018, the FASB issued ASU 2018-07 which simplifies the accounting for share-based payments granted to nonemployees for goods and services. Under the ASU, most of the guidance on such payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. Equity classified share-based payments for employees was fixed at the time of grant. Equity-classified nonemployee share-based payment awards are measured at the grant date of the award which is the same as share-based payments for employees. The Company adopted the requirements of the new rule as of January 1, 2019, the effective date of the new guidance.

 

No share-based expenses were recorded for the twelve months ended December 31, 2019 and 2018.

 

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.

F-9- 

 

 

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 years ended December 31, 2014, through 2019. The tax year 2013 remains open for examination.

 

Recent Accounting Pronouncements

 

Except for rules and interpretive releases of the SEC under the 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. 

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), which enhances and simplifies various aspects of the income tax accounting guidance, including requirements such as tax basis step-up in goodwill obtained in a transaction that is not a business combination, ownership changes in investments, and interim-period accounting for enacted changes in tax law. The amendment will be effective for public companies with fiscal years beginning after December 15, 2020; early adoption is permitted. The Company is evaluating the impact of this amendment on its consolidated financial statements.

 

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. The Company is in the process of determining the effects adoption will have on its consolidated financial statements

 

NOTE 2 – 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 incurred a net loss of $965,686 for the year ended December 31, 2019 and a working capital deficit of $5,122,952 at December 31, 2019. 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 debt or equity capital from various lenders, institutions 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.

F-10- 

 

 

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 3 – DISCONTINUED OPERATIONS

 

In light of the Company’s legal proceedings involving certain former management, Fresh Promise decided to discontinue its business operations of its wholly-owned subsidiary Harvest Soul. This business was classified as discontinued operations beginning with the Company’s December 31, 2015 consolidated financial statements.

 

The Company made the decision to impair all of the assets of Harvest Soul resulting in a charge of $217,728 in 2015. The decision to impair the assets was made as Harvest Soul was operating autonomously during the legal proceedings, and the Company determined that the assets presented it with no future economic benefit. The impairment charge is reflected under operating expenses in the operating results from discontinued operations summarized below.

 

Effective August 28, 2018, the Company executed an assignment and assumption agreement with Harvest Soul, LLC (the “Purchaser”) providing for the sale of certain assets and the assignment of certain (i) notes payable, (ii) accrued salaries and (iii) contracts (collectively the “Assumed Liabilities”) to Purchaser and the assumption of the Assumed Liabilities by the Purchaser.

 

The operating results of the Company’s Harvest Soul subsidiary classified as discontinued operations are summarized below:

 

	Year Ended December 31, 2019				Year Ended December 31, 2018
Sales	$	—			$	—
Cost of goods sold		—				—
Gross margin		—				—
Operating expenses		—				—
Other income (expenses)		—				1,281,824
Provision for income taxes (benefit)		—				—
Net income (loss) from discontinued operations	$	—			$	1,281,824

  

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On January 31, 2015, the Company executed a convertible promissory note for $179,268 with its former chief executive officer and director Mr. Kevin P. Quirk in lieu of cash for unpaid compensation and expenses. The note bears interest at 6% and has a maturity date of January 31, 2016. The conversion price is the bid price on the day prior to the date of conversion, but no less than $0.0001. This note was assumed by Harvest Soul in the assignment and assumption agreement dated August 28, 2018.

 

On March 27, 2015, the Company executed a promissory note for $15,000 with its former chief financial officer and chairman Mr. Joseph C. Canouse. The note bears interest at 6% and has a maturity date of March 27, 2016. The note can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The balance of this note was $11,000 at December 31, 2019.

 

F-11- 

 

On April 1, 2015, the Company amended the terms of a convertible promissory note for $12,000 with its former chief financial officer and chairman Mr. Joseph C. Canouse. The aged debt was purchased from its original note holder. The note bears interest at 6% and has a maturity date of April 1, 2016. The conversion price is the bid price on the day prior to the date of conversion. The balance of this note remains $12,000 at December 31, 2019.

 

On June 30, 2015, the Company executed a convertible promissory note for $62,229 with its former chief executive officer and director Mr. Kevin P. Quirk in lieu of cash for unpaid compensation and expenses. The note bears interest at 6% and has a maturity date of June 30, 2016. The conversion price is the bid price on the day prior to the date of conversion. Harvest Soul assumed this note in the assignment and assumption agreement dated August 28, 2018.

 

On June 30, 2015, the Company executed a convertible promissory note for $152,333 with its executive vice president and director Scott C. Martin in lieu of cash for unpaid compensation and expenses. The note bears interest at 6% and has a maturity date of June 30, 2016. The conversion price is the bid price on the day prior to the date of conversion. This note was assumed by Harvest Soul in the assignment and assumption agreement dated August 28, 2018.

 

On August 21, 2015, the Company executed a promissory note for $30,000 with its former chief financial officer and chairman Mr. Joseph C. Canouse. The note bears interest at 6% and has a maturity date of August 21, 2016. The note can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The balance of this note remains $30,000 at December 31, 2019.

 

On August 24, 2015, the Company executed two (2) promissory notes, each in the principal amount of $15,000, for an aggregate $30,000 with its former chief financial officer and chairman Mr. Joseph C. Canouse. The notes bear interest at 6% and have a maturity date of August 24, 2016. The notes can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The balance of these notes remains $30,000 at December 31, 2019.

 

As of December 31, 2019, all of the Company’s convertible promissory notes with related parties were in default of payment per the terms of their contractual maturity dates. To the best of its knowledge, the Company has not received any formal notices of default, demands for payment or other forms of claim as a result of these defaults. The Company is accruing interest on these convertible promissory notes with related parties at a default rate of 8%.

 

NOTE 5 –NOTES PAYABLE

 

Convertible Notes Payable

 

The following tables set forth the components of the Company’s convertible notes from continuing operations at December 31, 2019 and December 31, 2018:

 

		December 31, 2019				December 31, 2018
Principal value of convertible notes		$	1,515,178			$	1,515,178
Unamortized loan discounts			(—	)			(17,347	)
Total convertible notes, net		$	1,515,178			$	1,497,831

 

The following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2019 and 2018:

 

Beginning balance, January 1, 2018		$	790,859
Issuance of new convertible notes			724,319
Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements			17,369
Conversion of principal amounts outstanding into common stock of the Company			(17,369	)
Ending balance December 31, 2018		$	1,515,178
Issuance of new convertible notes			—
Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements			—
Conversion of principal amounts outstanding into common stock of the Company			(—	)
Ending balance December 31, 2019		$	1,515,178

 

F-12- 

 

On January 28, 2014, the Company converted $11,000 of a $22,000 convertible note to 24,445 common shares. The note had been purchased from a former officer of the Company based on the contractual conversion terms per agreement. The balance of this note was $8,263 at December 31, 2019.

 

On January 5, 2015, the Company executed a promissory note for $20,000. The note bears interest at 6% and has a maturity date of January 5, 2016. It can be converted into common stock at a discount of 30% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, but no less than $0.0001. This note was sold to a third party on August 21, 2015 and the terms of the notes were modified. The new note bears interest at 8% and has a maturity date of August 20, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion. The balance of this note was $20,000 at December 31, 2019.

 

On January 26, 2015, the Company executed a promissory note for $28,000. The note bears interest at 12% and has a maturity date of January 26, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion, but no less than $0.0001. The balance of this note was $28,000 at December 31, 2019.

 

On February 10, 2015, the Company executed a promissory note for $52,500. The note bears interest at 8% and has a maturity date of February 10, 2016. 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, but no less than $0.0001. The balance of this note was $3,600 at December 31, 2019.

 

On February 10, 2015, its holder sold dated June 30, 2014 a promissory note for $88,500 to a third-party investor and the terms of the note were modified. The note bears interest at 8% and has a maturity date of February 10, 2016. It can be converted into common stock at a discount of 55% off the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, but no less than $0.0001. The balance of this note was $64,445 at December 31, 2019.

 

On February 13, 2015, the Company executed a promissory note for $50,000. The note bears interest at 8% and has a maturity date of February 13, 2016. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, but no less than $0.0001. This note was sold to a third party on August 21, 2015 and the terms of the notes were modified. The new note bears interest at 8% and has a maturity date of August 20, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion. The balance of this note was $52,966 at December 31, 2019.

 

On March 17, 2015, the Company executed a promissory note for $28,000. The note bears interest at 12% and has a maturity date of March 17, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion, but no less than $0.0001. The balance of this note was $28,000 at December 31, 2019.

 

On April 1, 2015, the Company executed a promissory note for $12,000. The note bears interest at 6% and has a maturity date of March 27, 2016. The note can be converted into common stock at a at a rate equivalent to the average closing bid price on the 3 days prior to the date of conversion. The balance of this note was $12,000 at December 31, 2019.

 

On May 28, 2015, the Company executed a promissory note for $23,000. The note bears interest at 12% and has a maturity date of February 28, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 20 trading days prior to the date of conversion. The balance of this note was $23,000 at December 31, 2019.

F-13- 

 

 

On August 7, 2015, its holder sold two promissory notes aggregating $46,705 and originating in 2014 to a third-party investor and the terms of the notes were modified. The new note bears interest at 6% and has a maturity date of August 6, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 20 trading days prior to the date of conversion. The balance of this note was $46,705 at December 31, 2019.

  

On August 21, 2015, the Company executed a promissory note for $30,000. The note bears interest at 6% and has a maturity date of August 21, 2016. The note can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The balance of this note was $30,000 at December 31, 2019.

 

On August 24, 2015, the Company executed two (2) promissory notes, each in the principal amount of $15,000, for an aggregate $30,000. The notes bear interest at 6% and have a maturity date of August 24, 2016. The notes can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is the average closing bid price on the 3 days prior to the date of conversion. The balance of these notes was $30,000 at December 31, 2019.

 

On September 2, 2015, the Company executed a promissory note for $51,414. The note bears interest at 12% and has a maturity date of February 28, 2016. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 20 trading days prior to the date of conversion. The balance of this note was $51,414 at December 31, 2019.

 

On September 4, 2015, the Company executed a promissory note for $52,500. The note bears interest at 8% and has a maturity date of September 4, 2017. It can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the average of the three lowest bid prices during the 10 trading days prior to the date of conversion. The balance of this note was $39,342 at December 31, 2019.

 

During the year ended December 31, 2015, the Company received debt proceeds from the issuance of five convertible promissory notes aggregating $99,500 to certain lenders. The Company has attempted with no avail to locate these note agreements and validate the sources of these debt proceeds. It has exhausted all of its available resources in its efforts to locate these notes and note holders. As such, the Company has made certain assumptions in regard to the contractual terms associated with these notes, which are consistent with other convertible debt securities issued during the period. The balance of these notes was $99,500 at December 31, 2019.

 

On January 1, 2018, the Company executed three promissory notes aggregating $693,819 to settle a legal matter. See Note 9 – Commitments and Contingencies. The notes bear interest at 12% and have a maturity date of July 10, 2018. The notes can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the lowest bid price during the 25 trading days prior to the date of conversion. The balance of these notes was $693,819 at December 31, 2019.

 

On March 13, 2018, the Company issued a convertible promissory note for $5,500. The note bears interest at 12% and has a maturity date of March 13, 2019. The note can be converted into common stock at a discount of 50% off of the conversion price. The conversion price is equal to the lowest bid price during the 20 trading days prior to the date of conversion. The balance of this note was $5,500 at December 31, 2019.

 

On December 12, 2018, the Company issued a convertible promissory note for $25,000. The note bears interest at 8% and has a maturity date of December 12, 2019. The note can be converted into common stock at a discount of 40% off of the conversion price. The conversion price is equal to the lowest bid price during the five trading days prior to the date of conversion. The balance of this note was $25,000 at December 31, 2019.

 

As of December 31, 2019, all of the Company’s convertible promissory notes were in default of payment per the terms of their contractual maturity dates. To the best of its knowledge, the Company has not received any formal notices of default, demands for payment or other forms of claim as a result of these defaults. The Company is accruing interest on these convertible promissory notes at default rates ranging between 12% and 24%.

 

F-14- 

 

All of the convertible notes were analyzed at the time of their issuance for derivative accounting consideration. In some instances, the Company concluded that a derivative liability existed. The derivative liabilities were measured using the commitment-date stock price. As of December 31, 2019 and 2018, the Company determined that the fair value of these derivative liabilities totaled $1,899,209 and $1,699,583, respectively.

 

The value of the derivative liabilities was determined using the following Black-Scholes methodology:

 

		For the Years Ended
		December 31, 2019				December 31, 2018
Expected dividend yield (1)			0.00%	%			0.00	%
Risk-free interest rate (2)			1.57-2.63	%			2.63-2.70	%
Expected volatility (3)			310.09-582.91	%			444.64%-455.49	%
Expected life (in years)			0.50-1.00				1.00

______________

 

(1)	The Company has no history or expectation of paying cash dividends on its common stock.
(2)	The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the promissory notes in effect at the time of issuance.
(3)	The volatility of the Company’s common stock is based on trading activity for the previous contractual term ended at each promissory note issuance date.

 

A portion of this amount is recorded as a debt discount and is amortized as interest expense over the term of the related convertible debentures. The remaining debt discounts associated with these beneficial conversion features was $0 and $17,347 respectively as of December 31, 2019 and 2018. The related amortization expense was $17,347 and $698,638 for the year ended December 31, 2019 and 2018, respectively. See Note 8 – Fair Value Measurements for additional details.

 

During the year ended December 31, 2018, the Company converted, upon receiving formal notices from its noteholders, $17,368 in note principal, plus accrued interest totaling $41,851, into 1,071,819,813 shares of common stock. No shares of common stock were issued in connection with the conversion of notes payable or accrued interest during the year ended December 31, 2019.

 

At December 31, 2019 and 2018, the number of shares of common stock underlying these convertible debentures totaled 23,377,136,247 and 21,339,046,649 shares, respectively.

 

Promissory Notes Payable

 

On November 21, 2019, the Company issued a promissory note for gross proceeds of $17,500. The note bears interest at 5.0% per annum and is payable at the earlier of (i) 60 days or (ii) upon demand.

 

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

Series A Preferred Stock

 

The authorized Series A preferred stock of the Company consists of 69,999,990 shares with a par value $0.00001. At December 31, 2019 and 2018, the Company had 10,000,000 shares of its Series A preferred stock issued and outstanding. The majority of the Series A preferred stock entitles the stockholders to 67% overall voting rights.

 

Series D Preferred Stock

 

In April 2018, the Company designated and issued one (1) share of its preferred stock as “Series D”. The share is convertible into 8.70% of the Company’s then outstanding common stock, but no less than 850,000,000 shares of common stock subject to the satisfaction of certain conditions precedent. The holder is entitled to vote with the Company’s common stockholders, entitled to dividends, and certain liquidation rights. The Company, with the holder’s consent, may redeem the preferred share.

F-15- 

 

 

Series E Preferred Stock

 

On September 17, 2019, the Company issued 12 shares of Series E convertible preferred stock to six stockholders in exchange for 361,813,930 shares of common stock. Each share of Series convertible preferred stock is convertible into 40,000,000 shares of common stock. As a result, the Company recorded a charge of $24,000 for the net fair value of the consideration issued to the stockholders.

 

Common Stock

 

The authorized common stock of the Company consists of 9,000,000,000 shares with a par value $0.00001. At December 31, 2019 and 2018, the Company had 8,638,186,067 and 8,809,999,998 shares of its common stock issued and outstanding, respectively.

 

Common Stock Issued in Private Placements

 

During the year ended December 31, 2019, the Company sold 190,000,000 shares of common stock for gross proceeds of $38,000 to an accredited investor in a private placement. During the year ended December 31, 2018, the Company sold 160,000,000 shares of common stock for gross proceeds of $16,000 to accredited investors in private placements.

 

Common Stock Issued in Exchange for Consulting, Professional and Other Services

 

During the year ended December 31, 2018, the Company issued 240,000,000 shares of common stock valued at $48,000 for fees and services rendered by various entities.

 

Common Stock Issued in Connection with the Conversion of Notes and Accrued Interest Payable 

 

During the year ended December 31, 2018, the company issued 1,071,819,813 shares of common stock in connection with the conversion of $17,369 in principal and $41,581 in accrued interest related to its convertible promissory notes.

 

These issuances were exempt from registration under rule 144.

 

NOTE 7 – INCOME TAXES

  

As of December 31, 2019, the Company had net operating loss carry forwards of approximately $14.0 million that may be available to reduce our tax liability through tax year 2038. We estimate the benefits of this loss carry forward at $2.9 million if the Company produces sufficient taxable income. No adjustments to the financial statements have been recorded for this potential tax benefit. The Company has no provisions from income tax in 2019, due to current period losses and full valuation allowance on deferred tax assets.

 

A reconciliation of the federal statutory rate of 21% to the Company’s effective tax rate is as follows:

 

		2019				2018
Expected expense (benefit) (21%)		$	(180,604	)		$	(448,135	)
State income taxes, net of federal benefit			(40,765	)			(101,150	)
Valuation allowance			221,369				549,285
Accrued expense (benefit)		$	—			$	—

 

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of December 31, 2019 and 2018:

 

		2019				2018
Deferred tax asset attributable to:
Net operating loss carryover		$	2,939,630			$	2,759,026
Less: valuation allowance			(2,939,630	)			(2,759,026	)
Net deferred tax asset		$	—			$	—

 

F-16- 

 

 

Tax net operating loss carryforwards may be limited pursuant to the IRS Section 382 in the event of certain ownership changes.

   

NOTE 8 – 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 summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2018:

 

						Fair Value Measurements at Reporting Date Using
						Quoted prices in		Significant Other				Significant
						Active Markets for		Observable				Unobservable
						Identical Assets		Inputs				Inputs
Description		12/31/2018				(Level l)		(Level 2)				(Level 3)
Convertible promissory notes with embedded conversion option		$	1,899,209			—		—				$	1,899,209
Total		$	1,899,209			—		—				$	1,899,209

 

F-17- 

 

 

The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2019:

 

Fair Value Measurements at Reporting Date Using

Quoted prices in

Significant Other

Significant

Active Markets for

Observable

Unobservable

Identical Assets

Inputs

Inputs

Description

12/31/2019

(Level l)

(Level 2)

(Level 3)

Convertible promissory notes with embedded conversion option

$

2,191,745

—

—

2,191,745

Total

$

2,191,745

—

—

2,191,745

  

The following table sets forth a summary of change in fair value of our derivative liabilities for the years ended December 31, 2019 and 2018:

 

Beginning balance, January 1, 2018		$	1,699,583
Change in fair value of embedded conversion features of convertible promissory notes included in earnings		$	(2,174,882
Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes		$	2,374,508
Ending balance, December 31, 2018		$	1,899,209
Change in fair value of embedded conversion features of convertible promissory notes included in earnings		$	292,536
Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes		$	—
Ending balance, December 31, 2019		$	2,191,745

   

Note 9 – Commitments and Contingencies

 

On May 1, 2017, the Company entered into an employment agreement with its chief executive officer, Joe E. Poe, Jr. Under the terms of the agreement, the Mr. Poe has the right to be issued one percent (1.0%) of the issued and outstanding shares of the Company’s common stock on the date of his choosing. As of December 31, 2019, the Company has accrued $17,500 in stock-based compensation expense related to this provision.

 

NOTE 10 – SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2019 to the date these consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.

 

On April 3, 2020, the Company issued a convertible promissory note for $35,000. The note bears interest at 12% and has a maturity date of December 31, 2020. The notes can be converted into common stock at a discount of 45% off of the conversion price. The conversion price is the lowest bid price during the 25 trading days prior to the date of conversion.

 

On May 12, 2020, the Company issued 8 shares of Series E preferred stock to Joe E. Poe, Jr., its chief executive officer, valued at $17,500 in accordance with terms of his employment agreement. Each share of Series convertible preferred stock is convertible into 40,000,000 shares of common stock. 

 

F-18- 

 

 

 

Item 9. Changes in and Disagreements with Accountants and Financial Disclosure 

 

Effective May 1, 2018, the Company dismissed D’Arelli Pruzansky, P.A. as its independent registered public accounting firm and engaged BF Borgers CPA PC as its independent registered public accounting firm. D’Arelli Pruzansky, P.A. audited our financial statements for the periods ended December 31, 2014 and December 31, 2013 and reviewed the financials prepared by the previous public accounting firm for the period ended December 31, 2012. The dismissal of D’Arelli Pruzansky, P.A. was approved by our Board of Directors effective May 1, 2018. D’Arelli Pruzansky, P.A. did not resign or decline to stand for re-election.

 

During our two most recent fiscal years and the subsequent interim period preceding our decision to dismiss D’Arelli Pruzansky, P.A. we had no disagreements with the firm on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure which disagreement if not resolved to the satisfaction of D’Arelli Pruzansky, P.A. would have caused it to make reference to the subject matter of the disagreement in connection with its report.

 

During our two most recent fiscal years and the subsequent interim period prior to retaining BF Borgers CPA PC (1) neither we nor anyone on our behalf consulted BF Borgers CPA PC regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements or (b) any matter that was the subject of a disagreement or a reportable event as set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K, and (2) BF Borgers CPA PC did not provide us with a written report or oral advice that they concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue.

 

Item 9A. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in connection with the preparation of this Annual Report on Form 10-K, as of December 31, 2019.

 

Based on the review described above, our Chief Executive Officer determined that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

 

(b) Management’s Report on Internal Control over Financial Reporting

 

There were no significant changes in our internal controls over financial reporting that occurred subsequent to our evaluation of our internal control over financial reporting for the period ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

 

Our Management is responsible for establishing and maintaining adequate internal control over financial reporting under the supervision of the President and Chief Executive Officer and the Chief Financial Officer. Internal control over financial reporting is a process designed 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.

 

Management evaluated the design and operation of our internal control over financial reporting as of December 31, 2019, based on the framework and criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in May 2013, and has concluded that such internal control over financial reporting were not effective.

  

-26- 

 

An evaluation was performed, under the supervision of, and with the participation of, our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-(e) to the Securities and Exchange Act of 1934). Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not adequate and effective, as of December 31, 2019, to ensure that information required to be disclosed by us in the reports that it files or submits under the Securities Exchange Act of 1934, is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

We do not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the system are met and cannot detect all deviations. Because of the inherent limitations in all control systems, no evaluation of control can provide absolute assurance that all control issues and instances of fraud or deviations, if any, within the Company have been detected.

 

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this report.

 

Item 9B. Other Information

 

Not applicable. 

 

  

 

-27- 

 

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

 

Our bylaws provide that our board of directors shall consist of at least one member and will be determined by resolution of our board of directors. The number of members of our board of directors is currently one.

 

The following table lists our directors and provides their respective ages and titles as of December 31, 2019.

 

Name		Age		Position
Joe E. Poe, Jr. (1)		57		Chairman of the Board of Directors, CEO

 

(1) Effective May 4, 2017, the Board approved by unanimous written consent the appointment of Mr. Joe E. Poe, Jr. as Chief Executive Officer and Chairman of the Board.

 

Executive Summaries

 

Joe E. Poe, Jr., Chief Executive Officer and Director

 

Mr. Poe has worked in the securities industry since 1987, currently working in compliance of customer securities deposits. He currently serves on several Charity Boards, including Chairman of the Oklahoma City Pow Wow Club. Mr. Poe graduated from the University of Texas at Austin in 1986, where he was a member of its intercollegiate swimming team.

 

Board Committees

 

The Board does not currently have any committees.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our Board and hold office until removed by the Board.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16 of the Securities Exchange Act of 1934 requires our directors and executive officers and persons who own more than 10 percent of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These Section 16 reporting persons are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16 forms they file. 

 

Item 11. Executive Compensation

 

The following table sets forth compensation for each of the past three fiscal years with respect to each person who served as Chief Executive Officer of the Company and each of the four most highly-compensated executive officers of the Company who earned a total annual salary and bonuses that exceeded $100,000 in any of the two preceding fiscal years.

 

SUMMARY COMPENSATION TABLE
(a) Name and Principal Position		(b) Year				(c) Salary				(d) Bonus				(e) Stock Awards				(f) Option Awards				(g) Non-Equity Incentive Plan Compensation				(h) Nonqualified Deferred Earnings Compensation				(i) All Other Compensation				(j) Total
Joe E. Poe, Jr.			2019			$	60,000			$	-			$	8,850			$	-			$	-			$	-			$	-			$	68,850
Chairman & CEO			2018			$	60,000			$	-			$	8,650			$	-			$	-			$	-			$	-			$	68,650
			2017			$	40,000			$	-			$	-			$	-			$	-			$	-			$	-			$	40,000

 

 

-28- 

 

 

 

Compensation of Directors

 

Any Director who also becomes our employee will receive no extra compensation for their service on our Board of Directors. Directors may be compensated for out-of-pocket expenses associated with attending Board of Directors’ meetings.

 

Employment Agreements

 

The Company entered into an Employment Agreement with Joe E. Poe on May 1, 2017.

 

Any Director who also becomes our employee will receive no extra compensation for their service on our Board of Directors. Directors may be compensated for out-of-pocket expenses associated with attending Board of Directors’ meetings.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, 2019, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

 

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (“SEC”) and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

 

Item 13. Certain Relationships and Related Transactions and Director Independence

 

We have not entered into any transactions nor are there any proposed transactions in which any of our Directors, executive officers, stockholders or any member of their immediate family of any of the foregoing had or is to have a direct or indirect material interest.

 

Item 14. Principal Accountant Fees and Services 

 

The following table presents the aggregate fees billed by for services provided during our 2019 and 2018 fiscal years.

 

		2019				2018
Audit related fees		$	30,000			$	30,000
Tax fees			-				-
Totals		$	30,000			$	30,000

 

Audit Fees. The fees identified under this caption were for professional services rendered in connection with the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q. The amounts also include fees for services that are normally provided by the independent public registered accounting firm in connection with statutory and regulatory filings and engagements for the years identified.

 

Audit-Related Fees. The fees identified under this caption were for assurance and related services that were related to the performance of the audit or review of our financial statements and were not reported under the caption “Audit Fees.” Audit-related fees consisted primarily of fees paid for Securities and Exchange Commission reporting matters and consents related to our uniform franchise offering circulars.

 

Tax Fees. Tax fees consist principally of assistance related to tax compliance and reporting.

 

Approval Policy. Our audit committee approves in advance all services provided by our independent registered public accounting firm. All engagements of our independent registered public accounting firm in fiscal years 2019 and 2018 were pre-approved by Board of Directors. 

-29- 

 

PART IV

 

Item 15. Exhibits, Financial Statements, Schedules

 

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 Financial 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 Executive 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.

** Furnished herewith. 

 

-30- 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	FRESH PROMISE FOODS INC., INC.
Date: May 28, 2020	By:	/s/ Joe E. Poe, Jr.
	Name:	Joe E. Poe, Jr.
	Title:	Chief Executive Officer
		(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Joe E. Poe, Jr.		Chief Executive Officer		May 28, 2020
Joe E. Poe, Jr.

 

 

 

-31-