10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2016

OR

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Fresh Promise Foods Inc.

(Exact name of registrant as specified in its charter)

Commission file number: 00-24723

FRESH PROMISE FOODS, INC.

(Name of small business issuer in its charter)

Nevada	00-24723	88-0393257
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

3416 Shadybrook Drive

Midwest City, Oklahoma 73110

(Address of Principal Executive Offices)

(561) 703-4659
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

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

Common Stock, $0.00001 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[  ]

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

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]

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

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of June 30, 2016, was $82,992. As of December 26, 2018, the registrant had 8,809,999,998 shares of its common stock, par value $0.00001; 10,000,000 shares of its Preferred A Series stock, par value $0.00001; zero shares of its Preferred B Series stock, par value $0.00001; and zero shares of its Preferred C Series stock, par value $0.00001 outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Fresh Promise Foods, Ic (the “Company”) is filing this Amendment to its annual filing Form 10-K ( File number 000-24723) solely to file the XBRL previous filing on December 27, 2018 . This Amendment does not modify any part of the Form 10-K filing that has already been submitted. 

21

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.

22

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, 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: December 27, 2018	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, 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	December 27, 2018
Joe E. Poe, Jr.

23

EX-31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Joe E. Poe, Jr., certify that:

1.	I have reviewed this Form 10-K/A of Fresh Promise Foods, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 27, 2018	By:	/s/ Joe E. Poe, Jr.
		Joe E. Poe, Jr.
		Principal Executive Officer
		Fresh Promise Foods, Inc.

EX-31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Joe E. Poe, Jr., certify that:

1.	I have reviewed this Form 10-K/A of Fresh Promise Foods, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 27, 2018	By:	/s/ Joe E. Poe, Jr.
		Joe E. Poe, Jr.
		Principal Financial Officer
		Fresh Promise Foods, Inc.

EX-32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Fresh Promise Foods, Inc. (the “Company”), on Form 10-K/A for the fiscal year ended December 31, 2016, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, joe E. Poe, Jr., Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Annual Report on Form 10-K for the fiscal year ended December 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 27, 2018	By:	/s/ Joe E. Poe, Jr.
		Joe E. Poe, Jr.
		Principal Executive Officer
		Fresh Promise Foods, Inc.

EX-32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Annual Report of Fresh Promise Foods, Inc. (the “Company”), on Form 10-K/A for the fiscal year ended December 31, 2016, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Joe E. Poe, Jr., Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Annual Report on Form 10-K for the fiscal year ended December 31, 2016, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 27, 2018	By:	/s/ Joe E. Poe, Jr.
		Joe E. Poe, Jr.
		Principal Financial Officer
		Fresh Promise Foods, Inc.

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 26, 2018	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	FRESH PROMISE FOODS, INC.
Entity Central Index Key	0001058330
Document Type	10-K/A
Document Period End Date	Dec. 31, 2016
Amendment Flag	true
Amendment Description	This amendment is being filed to comply with regulations.
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Public Float			$ 82,992
Entity Common Stock, Shares Outstanding		8,809,999,998
Trading Symbol	FPFI
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2016

XML

Consolidated Balance Sheet - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current Assets
Total Current Assets
Total Assets
Current Liabilities
Account payable	165,466	165,466
Accrued liabilities	255,492	180,758
Convertible note payable, current	869,166	869,166
Derivative liabilities	1,090,696	1,172,631
Related party payables	3,600	3,600
Current liabilities of discontinued operations	1,222,585	1,059,434
Total current liabilities	3,607,005	3,185,791
Total Liabilities	3,607,005	3,185,791
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, 2016 and 2015, respectively	100	100
Preferred stock - Series B, $0.00001 par value. 10 shares authorized; no shares issued and outstanding as of December 31, 2016 and 2015, respectively
Preferred stock - Series C, $0.00001 par value. 30,000,000 shares authorized; no shares issued and outstanding as of December 31, 2016 and 2015, respectively
Common stock, $0.00001 par value. 5,000,000,000 shares authorized; 829,920,304 shares issued and outstanding as of December 31, 2016 and 2015, respectively	8,300	8,300
Additional paid In Capital	7,417,724	7,417,724
Accumulated deficit	(11,033,129)	(10,611,915)
Total Stockholders' Deficit	(3,607,005)	(3,185,791)
Total Liabilities and Stockholders' Deficit

XML

Consolidated Balance Sheet (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Consolidated Balance Sheet Parenthetical Abstract
Preferred Stock, Serieis A, par value	$ 0.00001	$ 0.00001
Preferred Stock, Serieis A, authorized	69,999,990	69,999,990
Preferred Stock, Serieis A, issued	100,000,000	100,000,000
Preferred Stock, Serieis A, outstanding	100,000,000	100,000,000
Preferred Stock, Serieis B, par value	$ 0.00001	$ 0.00001
Preferred Stock, Serieis B, authorized	10	10
Preferred Stock, Serieis B, issued	0	0
Preferred Stock, Serieis B, outstanding	0	0
Preferred Stock, Serieis C, par value	$ 0.00001	$ 0.00001
Preferred Stock, Serieis C, authorized	30,000,000	30,000,000
Preferred Stock, Serieis C, issued	0	0
Preferred Stock, Serieis C, outstanding	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	829,920,304	829,920,304
Common stock, shares outstanding	829,920,304	829,920,304

XML

Consolidated Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Sales
Cost of Goods Sold
Gross Margin
Operating Expenses
General and administrative expense		26,771
Professional fees		23,000
Total Operating Expenses		49,771
Income (loss) from continuing operations before other income (expense) and income taxes		(49,771)
Other income (expenses)
Derivative liability expense		(742,709)
(Gain) Loss on Change in value of derivative liability	(81,934)	(870,439)
Interest expense	(339,996)	(845,798)
Total other income (expense)	(258,062)	(718,068)
Provision for income taxes (benefit)	(258,062)	(767,839)
Net income (loss) from continuing operations	(258,062)	(767,839)
Discontinued operations, net of income taxes	(163,152)	(1,088,010)
Net income (loss)	$ (421,214)	$ (1,855,849)
Basic and diluted earnings (loss) per common share
Continuing operations	$ (0.00)	$ (0.00)
Discontinued operations	(0.00)	(0.00)
Net income (loss)	$ (0.00)	$ (0.01)
Weighted Average Number of Shares Outstanding: Basic and diluted	829,919,771	321,224,450

XML

Shareholders Equity - USD ($)	Preferred Series A	Preferred Series B	Preferred Series C	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2014		2	308,180	7,155,532
Beginning Balance, Value at Dec. 31, 2014			$ 3	$ 72	$ 7,135,239	$ (8,756,066)	$ (1,620,752)
Net income (loss)						(1,855,849)	$ (1,855,849)
Reverse cancellation of Series A preferred stock, Shares	10,000,000
Reverse cancellation of Series A preferred stock, Amount	$ 100				$ (100)
Cancellation of Series B and Series C preferred stock, Shares		(2)		(308,180)
Cancellation of Series B and Series C preferred stock, Amount				$ (3)		3
Issuance of common stock in connection with fractional shares caused by reverse stock split, Shares				690
Issuance of common stock in connection with fractional shares caused by reverse stock split, Amount				$ 822,764,082
Issuance of common stock in connection with the issuance of convertible debenture(s), Shares				8,228	282,582		290,810
Ending Balance, Shares at Dec. 31, 2015	10,000,000			829,920,304
Ending Balance, Value at Dec. 31, 2015	$ 100			$ 8,300	$ 7,417,724	(10,611,915)	$ (3,185,791)
Net income (loss)						(421,214)	(421,214)
Ending Balance, Shares at Dec. 31, 2016	10,000,000			829,920,304
Ending Balance, Value at Dec. 31, 2016	$ 100			$ 8,300	$ 7,417,724	$ (11,033,129)	$ (3,607,005)

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities of continuing operations:
Net income (loss)	$ (421,214)	$ (1,855,849)
Net income (loss) from discontinued operations	163,152	1,088,010
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount	265,263	699,053
Debt issued in exchange for fees and services		85,431
Derivative expense		742,709
(Gain) Loss on Change in value of derivative liability	(81,934)	(870,439)
Changes in operating assets and liabilities:
Accounts payable		(133,349)
Accrued liabilities	74,733	66,585
Net cash provided by (used in) operating activities - continuing operations		(177,849)
Net cash provided by (used in) operating activities - discontinued operations		(367,978)
Net cash provided by (used in) operating activities		(545,827)
INVESTING ACTIVITIES
Net cash provided by (used in) investing activities - continuing operations
Net cash provided by (used in) investing activities - discontinued operations
Net cash provided by (used in) investing activities
FINANCING ACTIVITIES
Proceeds from convertible notes payable		404,164
Net cash provided by (used in) financing activities - continuing operations		404,164
Net cash provided by (used in) financing activities - discontinued operations		140,000
Net cash provided by (used in) financing activities		544,164
Net increase (decrease) in cash and cash equivalents		(1,663)
Cash and cash equivalents at beginning of period		(1,663)
Cash and cash equivalents at end of period
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Supplemental disclosure of non-cash investing and financing activities:
Common stock issued to reduce convertible and promissory notes payable		290,810
Convertible notes issued to reduce related party payable		$ 20,000

XML

Nature of Business and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Nature of Business and Summary of Significant Accounting Policies

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.

Effective January 20, 2015, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace a 1-for-150 reverse stock split for the common stock of Fresh Promise. On December 30, 2014, the Company filed with the Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation with respect to such 1-for-150 reverse stock split. All share and per share have been presented to give retroactive effective for this reverse stock split.

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates 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.

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, 2016 and 2015, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

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.

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, 2016 and 2015. 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, 2016 and 2015, the Company had convertible notes outstanding that could be converted into approximately 12,579,757,236 and 18,178,047,136 common shares based up the closing bid price of the company’s common stock at December 31, 2016 and 2015, respectively. Shares which would result from the conversion of the convertible notes were excluded from the calculation of net loss per share for 2016 and 2015 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).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

No share-based expenses were recorded for the twelve months ended December 31, 2016 and 2015.

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities

A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Management has not filed tax returns for the years ended December 31, 2014 through 2017. The tax year 2013 remains open for examination.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

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Going Concern

12 Months Ended

Dec. 31, 2016

Going Concern

Going Concern

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 net losses of $421,214 and $1,855,849 for the years ended December 31, 2016 and 2015, respectively, and the Company had accumulated deficits of $11,033,129 and $10,611,915 and working capital deficits of $3,607,005 and $3,185,791 at December 31, 2016 and 2015, respectively. 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.

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.

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Discontinued Operations

12 Months Ended

Dec. 31, 2016

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

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. 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, 2016			Year Ended December 31, 2015
Sales	$	—		$	—
Cost of goods sold		—			—
Gross margin		—			—
Operating expenses		—			692,765
Other income (expenses)		(163,152	)		(395,245)
Provision for income taxes (benefit)		—			—
Net income (loss) from discontinued operations	$	(163,152	)	$	(1,088,010)

The following table presents the major classes of assets and liabilities of Harvest Soul classified as discontinued operations in the consolidated balance sheets:

	December 31, 2016			December 31, 2015
Assets:
Current assets:
Total current assets		—			—
Total assets	$	—		$	—
Liabilities:
Current liabilities:
Accounts payable	$	51,461		$	51,461
Accrued liabilities		65,348			31,759
Capital lease liability, current		43,426			43,426
Convertible notes payable, current		559,829			379,722
Derivative liabilities		502,521			553,066
Total current liabilities		1,222,585			1,059,434
Total liabilities		1,222,585			1,059,434
Net liabilities of discontinued operations:	$	(1,222,585	)	$	(1,059,434)

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Related Party Transactions

12 Months Ended

Dec. 31, 2016

Related Party Transactions [Abstract]

Related Party Transactions

NOTE 4 – RELATED PARTY TRANSACTIONS

At the time of his appointment, Mr. Joseph C. Canouse received one (1) share of convertible Series B preferred stock which was previously issued to a director. In 2013, the Company issued one (1) additional share of convertible Series B preferred stock to Mr. Kevin P. Quirk when he joined the Company. The stock has no par value and is not traded publicly. Each of these shares were effectively rescinded by the Company during the year ended December 31, 2015.

On January 28, 2014, the Company converted $11,000 of a $22,000 convertible note to 24,445 common shares from Mr. Joseph C. Canouse. 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, 2016.

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. The balance of this note remains $179,268 at December 31, 2016. This note was assumed by Harvest Soul in the assignment and assumption agreement dated August 28, 2018. It is included under current liabilities of discontinued operations in the Company’s consolidated balance sheets.

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, 2016.

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. The balance of this note remains $62,229 at December 31, 2016. Harvest Soul assumed this note in the assignment and assumption agreement dated August 28, 2018. It is included under current liabilities of discontinued operations in the Company’s consolidated balance sheets.

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. The balance of this note remains $152,333 at December 31, 2016. This note was assumed by Harvest Soul in the assignment and assumption agreement dated August 28, 2018. It is included under current liabilities of discontinued operations in the Company’s consolidated balance sheets.

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, 2016.

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, 2016.

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Convertible Notes Payable

12 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Convertible Notes Payable

NOTE 5 –CONVERTIBLE NOTES PAYABLE

The following tables set forth the components of the Company’s convertible notes at December 31, 2016 and December 31, 2015:

	December 31, 2016			December 31, 2015
Principal value of convertible notes	$	869,166		$	869,166
Unamortized loan discounts		(-	)		(265,264	)
Total convertible notes, net	$	869,166		$	603,902

The following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2016 and 2015:

Beginning balance, January 1, 2015	$	388,956
Increase in principal amounts outstanding from the issuance of convertible notes		524,917
Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements		14,524
Conversion of principal amounts outstanding into common stock of the Company		(278,198	)
Debt discounts recorded in connection with the issuance of convertible notes		(715,504	)
Amortization of debt discounts associated with convertible notes		699,053
Amortization of debt premiums associated with convertible notes		(29,846	)
Ending balance, December 31, 2015	$	603,902
Amortization of debt discounts associated with convertible notes		265,264
Ending balance, December 31, 2016	$	869,166

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.

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.

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.

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.

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.

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.

On March 27, 2015, the Company executed a promissory note for $15,000. 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 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.

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.

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.

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.

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.

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.

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.

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.

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 regards to the contractual terms associated with these notes, which are consistent with other convertible debt securities issued during the period.

As of December 31, 2016, the majority 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.

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, 2016 and 2015, the Company determined that the fair value of these derivative liabilities totaled $1,090,696 and $1,172,631, respectively.

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

	For the Years Ended
	December 31, 2016			December 31, 2015
Expected dividend yield (1)		0.00	%		0.00	%
Risk-free interest rate (2)		0.85	%		0.65	%
Expected volatility (3)		422.76 – 590.15	%		326.28 – 326.49	%
Expected life (in years)		0.75 – 1.00			0.75 – 1.67

______________

(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 $265,264 as of December 31, 2016 and 2015, respectively. The related amortization expense was $265,264 and $669,053 for the year ended December 31, 2016 and 2015, respectively. See Note 8 – Fair Value Measurements for additional details.

During the year ended December 31, 2015, the Company converted, upon receiving formal notices from its noteholders, $278,198 in note principal, plus accrued interest totaling $12,612, into 822,764,082 shares of common stock.

At December 31, 2016, the number of shares of common stock underlying these convertible debentures totaled 12,579,757,236 shares.

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Stockholder's Equity (Deficit)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Stockholder's Equity (Deficit)

NOTE 6 – STOCKHOLDERS’ EQUITY (DEFICIT)

The authorized common stock of the Company consists of 5,000,000,000 shares with a par value $0.00001. The Company also has 10 shares of par value $0.00001 Preferred B stock authorized and 30,000,000 par value $0.00001 par value Preferred C stock authorized.

Series A Preferred Stock

At December 31, 2016 and 2015, 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 B Preferred Stock

Each one share of Series B Preferred has voting rights equal to four times the sum of all shares of common stock issued and outstanding at time of voting, plus all shares of Series C Preferred Stock issued and outstanding at time of voting, divided by the number of shares of Series B Preferred Stock issued and outstanding at the time of voting.

By unanimous written consent of the Board during 2013, the Board issued an aggregate of two (2) shares of Series B Preferred, to two individuals (the “Series B Stockholders”). As a result of the voting rights granted to the Series B Preferred, the Series B Stockholders together held in the aggregate approximately 80% of the total voting power of all issued and outstanding voting capital of the Company.

Effective for the year ending December 31, 2015, these outstanding shares of Series B preferred stock were rescinded by the Company. This series was issued without proper shareholder approval and notification.

Series C Preferred Stock

Series C Preferred Stock has voting rights of one vote per share owned. The Preferred C stock is convertible into common stock of the Company at the rate of 0.10 per common share for each share of Preferred C stock. The holders of Series C Preferred stock are entitled to receive any dividend declared by the Board of Directors.

Effective for the year ending December 31, 2015, all outstanding shares of Series C preferred stock were rescinded by the Company. This series was issued without proper shareholder approval and notification.

Common Stock

At December 31, 2016 and 2015, the Company had 878,592,947 shares of its common stock issued and outstanding.

During the year ended December 31, 2015, the company issued 871,437,415 shares of common stock in connection with the conversion of $278,198 in principal and $12,612 in accrued interest related to its convertible promissory notes. These issuances were exempt from registration under rule 144.

No common stock was issued during the year ended December 31, 2016.

Common Stock Warrants

The Company did not issue any warrants during the years ended December 31, 2016 or 2015. During 2015, an aggregate 30,222 warrants expired. These warrants were issued in 2013, and represented the only outstanding warrants granted by the Company. There were no outstanding warrants at December 31, 2016 or 2015.  

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Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 7 – INCOME TAXES

As of December 31, 2016, the Company had net operating loss carry forwards of approximately $11.0 million that may be available to reduce our tax liability through tax year 2036. We estimate the benefits of this loss carry forward at $2,316,957 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 2016, 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:

	2016			2015
Expected expense (benefit) (21%)	$	(54,193	)	$	(161,246	)
State income taxes, net of federal benefit		(12,232	)		(26,396	)
Valuation allowance		66,425			197,642
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, 2016 and 2015:

	2016			2015
Deferred tax asset attributable to:
Net operating loss carryover	$	2,316,957		$	2,228,502
Less: valuation allowance		(2,316,957	)		(2,228,502	)
Net deferred tax asset	$	—		$	—

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

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Fair Value Measurements

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

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, 2015:

			Fair Value Measurements at Reporting Date Using
			Quoted prices in	Significant Other	Significant
			Active Markets for	Observable	Unobservable
			Identical Assets	Inputs	Inputs
Description	12/31/2015		(Level l)	(Level 2)	(Level 3)
Convertible promissory notes with embedded conversion option	$	1,172,631	-	-	$	1,172,631
Total	$	1,172,631	-	-	$	1,172,631

The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2016:

			Fair Value Measurements at Reporting Date Using
			Quoted prices in	Significant Other	Significant
			Active Markets for	Observable	Unobservable
			Identical Assets	Inputs	Inputs
Description	12/31/2016		(Level l)	(Level 2)	(Level 3)
Convertible promissory notes with embedded conversion option	$	1,090,696	-	-	$	1,090,696
Total	$	1,090,696	-	-	$	1,090,696

The following table sets forth a summary of change in fair value of our derivative liabilities for the years ended December 31, 2016 and 2015:

Beginning balance, January 1, 2015	$	584,856
Change in fair value of embedded conversion features of convertible promissory notes included in earnings	$	(847,933	)
Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes	$	1,435,708
Ending balance, December 31, 2015	$	1,172,631
Change in fair value of embedded conversion features of convertible promissory notes included in earnings	$	(81,935	)
Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes	$	-
Ending balance, December 31, 2016	$	1,090,696

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Notes to Financial Statements

Commitments and Contingencies

Note 9 – Commitments and Contingencies

On April 25, 2013, Clinton H. /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 6, 2016, the Company entered into a Director Resignation and Release Agreement with Kevin P. Quirk (the “Release Agreement”). In accordance with the Release Agreement, Mr. Quirk resigned from his positions as Chief Executive Officer and Director and, in consideration for such resignations and Mr. Quirk’s release of the Company from liability; the Company released Mr. Quirk from liability.

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Subsequent Events

12 Months Ended

Dec. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

NOTE 10 – SUBSEQUENT EVENTS

In accordance with FASB ASC 855-10 Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2016 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, except as follows:

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. Management is currently analyzing the transaction to determine the appropriate method to account for the acquisition.

On October 13, 2017, the Company entered into a Director Resignation and Release Agreement with Scott C. Martin (the “Release Agreement”). In accordance with the Release Agreement, Mr. Martin resigned from his position as Director and, in consideration for such resignation and Mr. Martin’s release of the Company from liability; the Company released Mr. Martin from liability.

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 million shares of common stock.

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 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.

Since January 1, 2017, the Company has converted principal and accrued interest amounts outstanding on notes payable into 1,878,178,081 shares of its common stock. The total amount of principal and accrued interest converted was $131,387. The conversions were done at the contractual terms per the agreements.

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.

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 conversion price is equal to the lowest bid price during the five trading days prior to the date of conversion.

Since January 1, 2017, the Company has issued 160,000,000 shares of restricted common stock in a private placement sales with an accredited investor for gross proceeds totaling $16,000.

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Nature of Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Nature of Business

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.

Effective January 20, 2015, the Financial Industry Regulatory Authority (FINRA) effected in the marketplace a 1-for-150 reverse stock split for the common stock of Fresh Promise. On December 30, 2014, the Company filed with the Nevada Secretary of State a Certificate of Amendment to its Articles of Incorporation with respect to such 1-for-150 reverse stock split. All share and per share have been presented to give retroactive effective for this reverse stock split.

Going Concern

Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates 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

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

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.

Use of Estimates

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

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, 2016 and 2015, the Company has not reached bank balances exceeding the FDIC insurance limit. To reduce its risk associated with the failure of such financial institution, the Company evaluates at least annually the rating of the financial institution in which it holds deposits.

Fair Value of Financial Instruments

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.

Net Income (Loss) per Common Share

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, 2016 and 2015. 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, 2016 and 2015, the Company had convertible notes outstanding that could be converted into approximately 12,579,757,236 and 18,178,047,136 common shares based up the closing bid price of the company’s common stock at December 31, 2016 and 2015, respectively. Shares which would result from the conversion of the convertible notes were excluded from the calculation of net loss per share for 2016 and 2015 because the effect would be anti-dilutive.

Share-based compensation

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).

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, Equity – Based Payments to Non-Employees. Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.

No share-based expenses were recorded for the twelve months ended December 31, 2016 and 2015.

Income Taxes

Income Taxes

The Company accounts for income taxes pursuant to the provisions of ASC 740-10, “Accounting for Income Taxes,” which requires, among other things, an asset and liability approach to calculating deferred income taxes. The asset and liability approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities

A valuation allowance is provided to offset any net deferred tax assets for which management believes it is more likely than not that the net deferred asset will not be realized.

The Company follows the provisions of the ASC 740 -10 related to, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions will be highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits.

The Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. Management has not filed tax returns for the years ended December 31, 2014 through 2017. The tax year 2013 remains open for examination.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company. Management has reviewed the aforementioned rules and releases and believes any effect will not have a material impact on the Company’s present or future financial statements.

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2016

Notes Payable 15 [Member]

Schedule of discontinued operations

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

	Year Ended December 31, 2016			Year Ended December 31, 2015
Sales	$	—		$	—
Cost of goods sold		—			—
Gross margin		—			—
Operating expenses		—			692,765
Other income (expenses)		(163,152	)		(395,245)
Provision for income taxes (benefit)		—			—
Net income (loss) from discontinued operations	$	(163,152	)	$	(1,088,010)

The following table presents the major classes of assets and liabilities of Harvest Soul classified as discontinued operations in the consolidated balance sheets:

	December 31, 2016			December 31, 2015
Assets:
Current assets:
Total current assets		—			—
Total assets	$	—		$	—
Liabilities:
Current liabilities:
Accounts payable	$	51,461		$	51,461
Accrued liabilities		65,348			31,759
Capital lease liability, current		43,426			43,426
Convertible notes payable, current		559,829			379,722
Derivative liabilities		502,521			553,066
Total current liabilities		1,222,585			1,059,434
Total liabilities		1,222,585			1,059,434
Net liabilities of discontinued operations:	$	(1,222,585	)	$	(1,059,434)

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Convertible Notes Payable (Tables)

12 Months Ended

Dec. 31, 2016

Issuance of promissory note for accrued expenses

Schedule of convertible notes payable

The following tables set forth the components of the Company’s convertible notes at December 31, 2016 and December 31, 2015:

	December 31, 2016			December 31, 2015
Principal value of convertible notes	$	869,166		$	869,166
Unamortized loan discounts		(-	)		(265,264	)
Total convertible notes, net	$	869,166		$	603,902

The following table sets forth a summary of change in our convertible notes payable for the years ended December 31, 2016 and 2015:

Beginning balance, January 1, 2015	$	388,956
Increase in principal amounts outstanding from the issuance of convertible notes		524,917
Increase in principal amounts outstanding due to lender adjustments per terms of the note agreements		14,524
Conversion of principal amounts outstanding into common stock of the Company		(278,198	)
Debt discounts recorded in connection with the issuance of convertible notes		(715,504	)
Amortization of debt discounts associated with convertible notes		699,053
Amortization of debt premiums associated with convertible notes		(29,846	)
Ending balance, December 31, 2015	$	603,902
Amortization of debt discounts associated with convertible notes		265,264
Ending balance, December 31, 2016	$	869,166

Schedule of fair value of assumptions used

	For the Years Ended
	December 31, 2016			December 31, 2015
Expected dividend yield (1)		0.00	%		0.00	%
Risk-free interest rate (2)		0.85	%		0.65	%
Expected volatility (3)		422.76 – 590.15	%		326.28 – 326.49	%
Expected life (in years)		0.75 – 1.00			0.75 – 1.67

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Notes Payable 16 [Member]

Schedule of income tax expense benefit

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

	2016			2015
Expected expense (benefit) (21%)	$	(54,193	)	$	(161,246	)
State income taxes, net of federal benefit		(12,232	)		(26,396	)
Valuation allowance		66,425			197,642
Accrued expense (benefit)	$	—		$	—

Schedule of deferred tax

	2016			2015
Deferred tax asset attributable to:
Net operating loss carryover	$	2,316,957		$	2,228,502
Less: valuation allowance		(2,316,957	)		(2,228,502	)
Net deferred tax asset	$	—		$	—

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Schedule of Fair Value of Liabilities Measured on Recurring Basis

			Fair Value Measurements at Reporting Date Using
			Quoted prices in	Significant Other	Significant
			Active Markets for	Observable	Unobservable
			Identical Assets	Inputs	Inputs
Description	12/31/2015		(Level l)	(Level 2)	(Level 3)
Convertible promissory notes with embedded conversion option	$	1,172,631	-	-	$	1,172,631
Total	$	1,172,631	-	-	$	1,172,631

The following table summarizes the change in the Company’s financial assets and liabilities measured at fair value as of December 31, 2016:

			Fair Value Measurements at Reporting Date Using
			Quoted prices in	Significant Other	Significant
			Active Markets for	Observable	Unobservable
			Identical Assets	Inputs	Inputs
Description	12/31/2016		(Level l)	(Level 2)	(Level 3)
Convertible promissory notes with embedded conversion option	$	1,090,696	-	-	$	1,090,696
Total	$	1,090,696	-	-	$	1,090,696

Schedule of Changes in Derivative Liabilities at Fair Value

Beginning balance, January 1, 2015	$	584,856
Change in fair value of embedded conversion features of convertible promissory notes included in earnings	$	(847,933	)
Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes	$	1,435,708
Ending balance, December 31, 2015	$	1,172,631
Change in fair value of embedded conversion features of convertible promissory notes included in earnings	$	(81,935	)
Embedded conversion option liability recorded in connection with the issuance of convertible promissory notes	$	-
Ending balance, December 31, 2016	$	1,090,696

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Discontinued Operations - Statement of Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Sales
Gross Margin
Operating expenses		49,771
Other income (expenses)	(258,062)	(718,068)
Provision for income taxes (benefit)	(258,062)	(767,839)
Operations
Sales
Cost of goods sold
Gross Margin
Operating expenses		692,765
Other income (expenses)	(163,152)	(395,245)
Provision for income taxes (benefit)
Net income (loss) from discontinued operations	$ (163,152)	$ (1,088,010)

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Discontinued Operations - Statement of Balance Sheet (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Total current assets
Total Assets
Current liabilities:
Accounts payable	165,466	165,466
Accrued liabilities	255,492	180,758
Derivative liabilities	1,090,696	1,172,631
Total current liabilities	3,607,005	3,185,791
Total Liabilities	3,607,005	3,185,791
Balance Sheet
Current assets:
Total current assets
Total Assets
Current liabilities:
Accounts payable	51,461	51,461
Accrued liabilities	65,348	31,759
Capital lease liability, current	43,426	43,426
Convertible notes payable, current	559,829	379,722
Derivative liabilities	502,521	553,066
Total current liabilities	1,222,585	1,059,434
Total Liabilities	1,222,585	1,059,434
Net liabilities of discontinued operations:	$ (1,222,585)	$ (1,059,434)

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Convertible Notes Payable (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
GoingConcernDisclosureTextBlock
Principal value of Convertible notes	$ 869,166	$ 869,166
Unamortized loan discounts	(265,264)
Total convertible notes, net	$ 603,902	$ 869,166

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Convertible Notes Payable (Details 1)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Convertible Notes Payable Details 2Abstract
Expected dividend yield	0.00%	0.00%
Risk-free interest rate	85.00%	65.00%
Expected volatility, min	422.76%	326.28%
Expected volatility, max	590.15%	326.49%
Expected life (in years)	1 year	1 year 8 months 2 days

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Income Taxes - Income tax expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Notes Payable 6 [Member]
Expected expense (benefit) (21%)	$ (54,193)	$ (161,246)
State income taxes, net of federal benefit	(12,232)	(26,396)
Valuation allowance	66,425	197,642
Accrued expense (benefit)

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Income Taxes - Deferred Tax (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax asset attributable to:
Net operating loss carryover	$ 2,228,502	$ 2,316,957
Less: valuation allowance	(2,228,502)	(2,316,957)
Net deferred tax asset

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Fair Value Measurements - Schedule of Fair Value of Liabilities Measured on Recurring Basis (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Convertible promissory note with embedded conversion option	$ 1,090,696	$ 1,172,631
Quoted Prices In Active Markets For Identical Assets (Level l) [Member]
Convertible promissory note with embedded conversion option
Significant Other Observable Inputs (Level 2) [Member]
Convertible promissory note with embedded conversion option
Significant Unobservable Inputs (Level 3) [Member]
Convertible promissory note with embedded conversion option	$ 1,090,696	$ 1,172,631

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Fair Value Measurements - Schedule of Changes in Derivative Liabilities at Fair Value (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Beginning balance	$ 1,172,631	$ 584,856
Change in fair value of embedded conversion features of convertible promissory notes and warrants included in earnings	(81,935)	(847,933)
Embedded conversion option & warrant liability recorded in connection with the issuance of convertible promissory notes		1,435,708
Ending balance	$ 1,090,696	$ 1,172,631