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UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C.
20549

FORM 10-KSB



(X)   Annual Report under Section
13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended October 31,
2007.



(  )   Transaction Report
under Section 13 or 15(d) of Securities Exchange Act of 1934

For the transition period from ______ to
______

[fhp10ksb2007002.gif]

FRESH HARVEST PRODUCTS, INC.

(Name of
Small Business Issuer in its Charter)



|New Jersey                                     | 000-51390                 | 33-51390                         
|---------------------------------------------- | ------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File  Number) | (IRS Employer Identification No.)



|280 Madison
Avenue, Suite 1005, New York |  | 10016     
|---------------------------------------- |  | ----------
|(Address of principal executive offices) |  | (Zip Code)



Issuers Telephone Number: (212)
889-5904



Copies of Communications to:

Thomas E. Boccieri, Attorney at
Law

561 Schaefer Avenue

Oradell, New Jersey 07649-2517

Telephone: 201-983-2024

Fax: 201-265-6069



Securities registered
under Section 12(b) of the Exchange Act: None

Securities registered
under Section 12(g) of the Exchange Act:

Common Stock, $0.0001
par value.

(Title of Class)



Check
whether the issuer: (1)  filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 [   ]   The Company has
not yet been subject to filing requirements for 90 days.



Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure  will 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-KSB or any amendment to this Form 10-KSB.
  [  ]



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



State
issuer's revenues for its most recent fiscal year: $296,005.



State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within the past 60 days:   $1,828,442.35



State
the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 20,408,238 shares of common stock
on January 29, 2008.



|SEC 2337 (9-07) | Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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FORWARD-LOOKING STATEMENTS





This
Form 10KSB contains forward-looking statements, which relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors" on pages 17 to 25, that may cause our or our industry's actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.



While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual results.







2





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FRESH HARVEST
PRODUCTS, INC.

FORM 10-KSB

October 31,
2007



PART I



ITEM
1. DESCRIPTION OF BUSINESS

4

ITEM
2. DESCRIPTION OF PROPERTY

25

ITEM
3. LEGAL PROCEEDINGS

25

ITEM
4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

26



PART II



ITEM 5. MARKET FOR
COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND
SMALL BUSINESS ISSUER PURCHASERS OF EQUITY SECURITIES

26

ITEM
6. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

28

ITEM
7.  FINANCIAL STATEMENTS

32

ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING
AND FINANCIAL DISCLOSURE

46

ITEM
8A. CONTROLS AND PROCEDURES

46

ITEM
8B.  OTHER INFORMATION

46



PART III



ITEM
9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

47

ITEM
10.  EXECUTIVE COMPENSATION

50

ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT
AND RELATED STOCKHOLDER MATTERS

53

ITEM 12. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS,

DIRECTOR
INDEPENDENCE

54

ITEM
13. EXHIBITS

56

ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

57



Signatures

58













3





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PART I



ITEM 1.

DESCRIPTION OF
BUSINESS



GENERAL



We are a New Jersey
corporation that, as a result of a December 16, 2005 acquisition, has entered
into the wholesale and retail organic foods business. Prior to this acquisition,
we were a public shell corporation with no operations or revenues, and our
only business activity was to seek a merger or acquisition candidate. We were
originally incorporated in the State of New Jersey on April 21, 2005 under the
name of Serino 1 Corp. to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions.  Serino 1 Corp. had
been in the developmental stage since inception and from that date it had no
operations until the acquisition of a New York corporation named Fresh Harvest
Products, Inc. on December 16, 2005.  In connection with the acquisition,
Serino 1 amended its articles of incorporation with the State of New Jersey to
change its name to Fresh Harvest Products, Inc. We are now the surviving
corporation of this acquisition operating under our new name, Fresh Harvest
Products, Inc. (the New Jersey corporation). See the Item 12, Certain
Relationships and Related Transactions, below. As a result of the acquisition
transaction, we assumed the organic food business operations of the acquired
company and that entity ended its corporate existence. Since the date of the
acquisition (December 16, 2005), our only business operations became that of the
acquired company, Fresh Harvest Products, Inc. the acquired New York
corporation.  As previously stated in this Report, unless otherwise
indicated, use of the terms in this Report such as We, Us, Our, Fresh
Harvest or other similar terms or words refers to the combined entity that
survived the acquisition and is now operating as a wholesale and retail organic
foods business.



We are organic food
company that develops, sells and markets healthy food products to consumers at
reasonable prices through local, regional and national supermarkets and
retailers, distributors, brokers, wholesalers and an online web-store. We have
studied and analyzed the organic food market, created brands with distinctive
labeling, developed key distribution relationships, established a procurement
program, and assembled a core management team to build our business.



Our strategy is to focus
on finding and developing the best USDA organic food and beverage products in
the world.  Part of this strategy is to have the Wings of Nature name
branded on all of our products.



Currently, our revenues
are generated from approximately 600+ stores, including but not limited to:
ShopRite Supermarkets (Wakefern Foods), Price Chopper Supermarkets and
independent Retailers and Markets.  Some of our distributors include: the
#1 Gourmet Distributor in US (and the 2nd largest natural and organic food
distributor in US; revenues over $750MM); currently in 2 North Eastern Divisions
and 1 Mid West Division and approved for a nationwide rollout during 2008;
Associated Buyers Distributors (regional  New England), Garden Spot
Distributors (regional  Mid-Atlantic & South East), Energia Pura (Puerto
Rico) and Kehe Food Distributors (regional  Mid-West & North East; approved
vendor, awaiting order).



Our products include
Olive Oil from Spain and North America; coffee(s) from South America, USA and
Africa; salsa; and, Health Bars that have no refined sugar, are cholesterol,
trans fat and gluten free and low in sodium.  Fresh Harvest is bringing
healthy, great tasting, organic food products at affordable prices to the mass
markets.  We have located manufacturers who have the requisite governmental
approvals and completed our package designs.



Wings of Nature Fruit
& Nut and Coffee Bars received the 2007 Editors Pick Awardfor theBest New Product Ahead of Whats Next Awardby the prominent industry publication Progressive Grocer.
  Wings of Nature Coffee Bars received a prestigious 2006
Trailblazer of the Year Awardpresented by the prominent industry
publication Grocery Headquartersto companies and products expected to
become leaders in their fields (health & wellness category.  Wings of
Nature Coffees was named in the Best Natural and Organic Products Media
Guide (Summer 2007) by Orca Communications, who searched through
thousands of new organic and natural products to choose a dozen products that
are designed to promote healthy bodies and a healthy environment



THE MARKET IN ORGANIC AND NATURAL
FOODS



We believe that the
market for natural and organic foods is growing fast, and will enter into
mainstream retailing in a short time. Some organic food is sold in most
supermarkets but we believe that there is no one brand that consumers can
identify with when shopping organic. The offerings are disjointed and mixed with
regular product because they are



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just line
extensions of existing product. Therefore, we believe that the market is ready
to identify with a brand dedicated to quality, reasonably priced, great tasting
organic packaged foods for both children and adults.



According to the Organic
Trade Association, organic food sales have grown at about a 20% annual rate
since 1990.   Organic Trade Association (OTA) is a membership-based
business association that focuses on the organic business community in North
America located in Greenfield, MA. A March 9, 2006 article published by Reuters
Food Summit (an internet service of the Reuters Foundation), indicates that a
key sign that organic foods are gaining mainstream acceptance is that Wal-Mart
Stores, Inc., is now in the process of doubling its offering of organic foods in
its stores.

The global market for organic food and drink reached $23 billion
in 2002, according to Organic Monitor. Increasing demand in North America helped
fuel the 10.1 percent increase, as North America overtook Europe as the largest
market for organic food and drink. Continued growth is predicted for the global
organic food industry, although at slower rates than in the past year. (The
Global Market for Organic Food & Drink, July 2003, Organic Monitor
www.organicmonitor.com/700140.htm).

Organic Food
Channel Distribution

As organic foods become
part of the American mainstream, they are increasingly found in more mainstream
retail establishments. Although the independent natural grocery or health foods
store laid the tracks for the organic foods manufacturer and supplier, sales
have since penetrated many other channels to the point that independent natural
food stores represented less than 25% organic food sales for the first time in
2005. The largest natural food chains (led by Whole Foods Market and Wild Oats
grocery retailers) represent an estimated $3.2 billion of total organic food
dollar sales, so together the natural channel represented 47% of U.S. organic
food sales in 2005.  Roughly 46% of total organic food dollar volume was
sold through the mass-market channel, which includes supermarkets/grocery
stores, mass merchandisers, and club stores. The remaining 7% was made up of
farmers markets, food service and other nonretail-store sales. (OTAs 2006
Manufacturer Survey)



DEFINITION OF ORGANIC IN THE UNITED
STATES MARKET



Organic foods are foods
produced without using most pesticides and meet other government standards and
requirements. The National Organic Program (NOP) proffered by the USDA was
implemented in October 2002 identified four product categories:



100%
organic:

products containing
only organically produced ingredients;

Organic:

products containing 95%
organically produced ingredients by weight;



Made with

Organic ingredients:

a
product containing more than 70% organic ingredients. Up to three of the

organically
produced ingredients can be specified on the principal display

panel of the
packaging;



Processed products containing

less than 70% organically

produced ingredients:

cannot use the term organic in the principal display panel, but
the ingredients

organically produced can be specified on the ingredients
statements on the

information panel.



Since October 21, 2002
the USDA ORGANIC seal can be used on the first two product categories,
provided that the requirements of the NOP are complied with (UN, 9). UN refers
to the United Nations World Food Report that is issued periodically by the
United Nations.



THE ORGANIC AND NATURAL FOODS
CONSUMER



The organic products
industry is often portrayed, at least anecdotally, as a movement for affluent
suburbanites who fit a predictable demographic profile: well-educated,
high-income, liberal-leaning, females in their 30s or 40s with children. As the
organic food movement strides into the mainstream, however, any effort to
pigeonhole the organic consumer may lag behind reality. Fresh management has
identified and believes it will find lucrative financial returns for the
investors in the Company from looking beyond that stereotype to new market
segments whose common traits are personal values rather than high-end addresses
or advanced degrees.



In fact, the
"traditional" organic consumerthat affluent suburban mothermay well reflect
the current availability of organic foods as retailers choose premium locations,
rather than define the market. "We think there's a



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general feeling
that the organic consumer is Caucasian, female, suburban, and that's not true,"
says Laurie Demeritt, president and COO of The Hartman Group, based in Bellevue,
Wash. "It's hard to identify the organic consumer these days, because it's
becoming everyone. That said, we know there are geographic areas where there's
heavy usage, but we can see that there's participation across groups not
traditionally thought of as organic consumers."



Recent Quick
Stats:

The Many Faces of
the Organic Shopper



·

Percent of consumers with incomes under $12,500 who told the
Economic Research Service that organic food is extremely important: 30%

·

Percent of consumers with incomes over $50,000 who told Economic
Research Service that organic food is extremely important: 14%

·

Organic foods purchasers motivated by health and nutrition
factors: 66% with a postgraduate education are less likely to purchase organic
foods.



The Organic Food Consumer:  Recent
Demographic Patterns



Certain consumer data
shows surprising demographic patterns. According to a study by the Hartman
Group, some consumer segments with relatively lower incomes are apparently more
entrenched buyers of organics and tend to have shopped for organics at retail
outlets other than mainstream supermarkets. Within some demographic segments,
consumers with incomes under $25,000 are just as likely as consumers with
incomes over $50,000 to purchase organic produce.  There are also no
significant differences in organic purchasing behavior corresponding to gender,
according to Thompsons survey of consumer research.



Recent Demographic Consumer
Patterns



Age groups with the highest
percentage of organic consumers are 18-29 and 40-49.

Purchasers of organic produce have a
lower average age (40.9 years) than purchasers of non-organic produce.

Education: College-educated
consumers are more likely to purchase organic food than those with no college
education, but shoppers with a postgraduate education are less likely to
purchase organic foods.

Household Size is not a factor in
organic purchasing; organic consumers are just as likely to live in a household
without children under 18 as they are to live in a household with children.



OVERVIEW OF THE ORGANIC AND NATURAL
MARKET



Market Profile



The U.S. organic
industry grew 21% to reach $17.7 billion in consumer sales in 2006. Organic
foods, is still by the largest segment of organic products, reaching $16.7
billion in consumer sales and making up over 95% of all organic product sales.
Organic foods are one of the fast growing market segments within the food
industry, with sales growing at an annual rate of 20.9% in 2006.
 Meanwhile, U.S. sales of non-food organic products grew from $744 million
in 2005 to $938 million in 2006, reflecting a 26 percent growth rate. Non-food
categories include organic supplements, personal care products, household
products and cleaners, pet food, flowers, and fiber products such as linens and
clothing. (Organic Trade Associations 2007 Manufacturers Survey)



Looking forward, the
survey anticipates growth of approximately 18 percent overall each year on
average for 2007 through 2010 for organic food products. Nonfood product sales
are anticipated to grow anywhere from 16 percent (organic flowers) to 40 percent
(organic fiber and clothing) each year on average during this same period. (OTA
2007 Manufacturers Survey)



Natural and organic food
sales represent more than 2% of total US food sales (Organic Foods. Institute of
Food Technologists, 2006, Winter, Carl and Davis, Sarah), and total US food
sales are estimated at $680 billion.  It is estimate that organic food
sales have grown by nearly 20% annually since 1990 (id)



39% of US population
uses organic products

37% of all organic users
consume organics more than once a day

63% buy organic foods
and produce

64% take supplements

51% purchase functional
foods and beverages

41% use soy foods and
beverages



(Natural
Food Merchandiser, Nutrition Business Journal & Progressive Grocer &
2002 Organic Consumers Trends Report)



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United
States



There is a US$6.5
Billion (annual) U.S. Market alone for Organic Foods (2005 IRI data.).  The
organic Food category is growing approximately 20% annually in U.S. compared to
~1% growth in conventional Food category (Organic Trade Association.).
 Consumer sales of organic food alone reached $13.8 Billion in 2005 (2006,
IFT).  Consumers appear to be willing to pay typical 10% to 40% price
premium for organic products (id).



Industry Growth



In 2005, the U.S.
organic food industry exhibited more of the same strong growth characteristics
that have shaped its decade-long rise from a counterculture niche to a major
segment of the food industry (Nutrition Business Journal, 2006).
  Organic foods grew 16% to $13.8 billion in U.S. consumer sales in
2005. Annual sales of organic foods have expanded almost four-fold from $3.6
billion in 1997 and averaged annual growth of 19.4% over the six-year period of
1998-2003. Organic foods were 61% of the $22.8-billion natural & organic
foods market in 2005 and 2.5% of the $557-billion U.S. foods market (excluding
food service), up from a penetration rate of 0.8% in 1997. With the addition of
$740 million in 2005 organic sales in non-food segments like personal care,
household goods and fiber products, the total U.S. organic industry was $14.6
billion in 2005, and overall growth was 17%.



Factors associated with
this growth include increased distribution into mass-market and natural food
 chains, more competitive prices, the entry of large mainstream
manufacturers (such as General Mills, Kellogg Co., Mars Inc. and H.J. Heinz
Co.), the growth of natural and organic companies, sophisticated advertising
campaigns and the increased availability of organic ingredient supplies (Org.
& Nat News 2000).



Demographics



Aging baby boomers, the
rise in self-care, better understanding of the correlation between diet and
health, favorable regulation and increased consumer understanding of the
negative effects of pesticides, food additives and genetically engineered
ingredients (AH&H) are some of the reasons why the natural and organic
markets are realizing enormous growth.  Aggressive targeted marketing and
promotion by the retail sector, and the fact that the countrys major food
manufacturers are taking an increasing interest in developing organic product
lines (UN, 2), all signal the advance from niche to mainstream.



People are aspiring to
an organic lifestyle. That trend is driving deeper down our socioeconomic scale.
So not just highly educated, higher-income people are interested in buying these
products, but more middle-class and lower-middle-class consumers are aspiring to
an organic lifestyle represented by these products. Buyers of organic products,
both businesses and consumers, make purchasing decisions by considering not only
price and quality, but also the perceived social and environmental benefits that
organic production represents (Agricultural Outlook/June-July 2000).



Consumer Views



Sixty-six percent of
U.S. consumers report they use organic products at least occasionally, according
to The Hartman Group's report, Organic Food & Beverage Trends 2004:
Lifestyles, Language and Category Adoption. That number is up from 55
percent in 2000.  A surge in periphery organic shoppersthose who buy
organic products only occasionallyhas been largely driven by increased access
to organic products in mainstream markets, heightened concern about health,
gradual emergence of organic alternatives in mainstream brands, and an increase
in information sources. Lifestyle, rather than demographics, is driving organic
purchases. (The Hartman Group, Organic Food & Beverage Trends 2004:
Lifestyles, Language and Category Adoption, August 2004).



The 2004 Whole Foods
Market® Organic Foods Trend Tracker survey found more than a quarter of
Americans (27 percent) are eating more organic products than they did one year
ago. Conducted by Synovate in August 2004, the survey of 1,000 U.S. consumers
showed more than half (54 percent) have tried organic foods and beverages, with
nearly one in 10 using organic products regularly or several times a week.
Reasons cited for buying organic foods were they are better for the environment
(58 percent), better for their health (54 percent), and better for supporting
small and local farmers (57 percent). In addition, 32 percent believe organic
products taste better, while 42 percent believe organic foods are of better
quality. Whole Foods Market Organic Foods Trend Tracker 2004, survey, October
2004.



Promotion and Consumer Education



Fresh Harvest has formed
a partnership with Coffee Kids, Inc., an international 501(c)(3)
non-profit organization which helps coffee-producing regions in Mexico &
Central & Latin America improve the quality of their lives and build



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more sustainable
communities by creating education, health-care, training, and micro-enterprise
programs for coffee farmers and their families to foster independence, and
promote long-term self-sufficiency.



Fresh Harvest is putting
forth plans to work with schools in both New York City and Connecticut to help
educate children about food & nutrition, organic farming and sustainability.
 Fresh Harvest is an active Member of the Organic Trade
Association, a 501(c)(6)n not-for-profit tax-exempt trade association
and is the only business association representing the interests of the organic
industry in North America.  Fresh Harvest is a sponsor for the
Organic Coffee Collaboration promotional program to raise consumer
awareness, and thus consumption, of organic coffee in the U.S., with the
additional goal of converting conventional coffee production to organic
production methods.



Natural and Organic Foods Market Size



U.S. retail sales of
natural and organic foods and drink reached $28.2 billion in 2006, up from $23.0
billion the previous year  a 14.1 percent increase, according to the
Nutrition Business Journal. Sales of organic products alone rose 22
percent, from $13.8 billion to $16.9 billion. Among natural food retailers,
organic produce is the most popular category, accounting for one third of
organic food and beverage sales in 2006, according to the Natural Foods
Merchandiser.



Half of U.S. shoppers
(51 percent) buy organic foods, according to Shopping for Health 2006.
The study finds the following breakdown in the types of organic foods that
shoppers purchase:



·

Fruit or vegetables  44 percent.

·

Milk, yogurt or other dairy products
 30 percent.

·

Cereals, breads, pastas  29
percent.

·

Packaged foods such as snacks,
beverages and frozen foods  25 percent.

·

Eggs  21 percent.

·

Meats and poultry  24 percent.

·

Soups or sauces  15 percent.



Availability of natural and organic foods
today



They are available in
more than seven in 10 retail food stores (72 percent), according to shoppers
surveyed in FMIs U.S. Grocery Shopper Trends, 2006. USDAs Economic
Research Service (ERS) reports that organic products are available in nearly
20,000 natural foods stores. The mainstreaming of organic food has drawn major
manufacturers into the market.



A typical grocery store
or supermarket remains the most common outlet, where 53 percent of people buy
most of their organic foods, according to Shopping for Health 2006.
Smaller numbers purchase them at natural and organic markets (19 percent),
supercenters and combination stores (13 percent), warehouse club outlets (7
percent) and farmers markets (2 percent). The remaining 6 percent buy organic
products at other stores.



Todays organic company
startups tend to be more sophisticated than their predecessors. Many are
addressing business challenges by hiring seasoned industry executives, using
standard distribution contracts and crafting strategic business plans that
incorporate organic and natural foods.  Farmers are devoting more acreage
to organic products. Organic cropland and pasture increased from 2.35 million in
2001 to 2.80 million in 2003, according to the most current data from the ERS
and Nutrition Business Journal.  Studies show that organic farming
systems can be more profitable than chemical-intensive ones. The reasons include
increased yields in drier areas or times, lower production costs and higher
prices.  About 0.5 percent of U.S. crop and pasture land is used to grow
organic foods, according to the ERS. The countries with the highest percentage:
Switzerland (9.0 percent), Austria (8.6 percent), Italy (6.8 percent), Sweden
(5.2 percent), Czech Republic (3.9 percent) and UK (3.3 percent).



OVERVIEW OF OUR BUSINESS



The business model that
we employ is that of a wholesaler of organic food products. We have set out on a
course to make our Wings of Nature brand, a national brand of organic and
natural foods that will attract consumers because of quality and price. In
addition, we are setting up a distribution network that will attract
manufacturers to provide us with the highest quality unique products to sell
through that distribution network. We believe that our management team is
intimately knowledgeable about the functions of a wholesaler in the food
industry. Ultimately, after two to three years of successful profitable
operations, if that were to occur, we intend to eventually acquire manufacturers
of the organic products that we will sell and become a fully integrated
manufacturer servicing consumers through retail food outlets.



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These
acquisitions will enable us to control the quality, consistency and cost of the
organic products we sell. The timing is important because we believe that the
consumers that we have targeted are actively looking for quality organic food
offerings, and the stores in which they shop are responding to their demands by
allocating shelf space for this rapidly expanding segment of the food market.



Our Products



The Fresh Harvest Product Offerings
to-date are as follows:



FRESH HARVEST HEALTH BARS  USDA Certified Organic

Fresh Harvest uses USDA Organic sweeteners such as Agave syrup and
brown rice syrup. These sweeteners have been chosen for the Fresh Harvest
product line of Health Bars because they are naturally sweeter than sugar and
are lower in calories and carbohydrates.  The health benefit of a low
calorie sweetener is obvious since the focus of healthy eating today is on the
lowering the glycemic index which relates to control of diabetes, heart disease
and weight control. Fresh Harvest sweeteners contain certain complex
carbohydrates and nutrients which are absorbed more slowly by the body and do
not elevate blood sugar levels as much as other sweeteners.

Fresh Harvest Health Bars have no refined sugar added, are
cholesterol free, trans-fat free, low in sodium and gluten free.

New Wings of Nature Organic Fruit &
Nut and Coffee Bars are manufactured using a cold process; never baked or
cookedallowing them to maintain their delicious natural flavor and texture.
 Cold Processing also preserves all the nutritional properties of the
fruits, nuts and grains inside each bar.









[fhp10ksb2007004.gif]





Health & Coffee Bars:

·

Low Sodium

·

Source of Fiber

·

Vegan/Dairy Free

·

Certified Organic

·

A Low Glycemic Carbohydrate

·

Free of Preservatives and
Additives

·

Multi-Functional

·

Snack

·

Topping (cereals, yogurt, ice-cream,
etc.)

·

Dessert

·

Energy Booster when being active

·

Cholesterol Free

·

Trans-Fat Free

·

Non GMO

·

Certified Kosher

·

Gluten Free







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[fhp10ksb2007006.gif]



Organic Fruit & Nut Bars Available in:

·

Almond Raisin

·

Apple Cinnamon

·

Cranberry Crunch

·

Nutty & Sweet





[fhp10ksb2007008.gif]



Organic Coffee Bars Available in:

·

Café Mocha

·

Cappuccino

·

Espresso

·

Raspberry Decaf



Other Key Facts:

Ingredients are
organically grown, handled & processed  Contains simple and nutrition
packed ingredients  Provides long lasting energy  Naturally



WINGS OF NATURE BARS



Blended with organic
Agave syrup and organic brown rice syrup, our sweeteners contain complex
carbohydrates and nutrients, which are absorbed more slowly, and do not elevate
blood sugar levels as much as other sweeteners.



WINGS OF NATUREFRUIT & NUT
BARS

Organic Apple Cinnamon -The rich
flavor of Apple and Cinnamon comes from organic nuts, organic seeds and organic
dried fruits.

Organic Almond Raisin -The rich
flavor of Almond and Raisin comes from organic nuts, organic seeds and organic
dried fruits.

Organic Cranberry Crunch -The rich
flavor of Cranberry Crunch comes from real organic cranberries, organic nuts and
organic raisins.

Organic Nutty & Sweet Mixnut -The rich flavor of Nuts and Sweets comes from a mixture of organic nuts,
organic seeds and organic dried fruits.



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WINGS OF NATURE COFFEE
BARS



Organic Café Mocha -The rich flavor
of Café Mocha and Coconut comes from organic nuts, organic  dates, organic
coconut and organic roasted coffee beans.

Organic Cappuccino -The rich flavor
Cappuccino and Cinnamon comes from organic roasted coffee beans, organic nuts
and organic raisins.

Organic Espresso -The rich flavor
of Espresso and Cocoa comes from real organic coffee beans, organic nuts and
organic raisins.

Organic Raspberry Decaf -The rich
flavor of Raspberry and Coffee comes from organic nuts, organic roasted
decaffeinated coffee beans and organic raspberries.



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WINGSOF NATURE COFFEE

POUR A HEALTHY CUP



Discover the rich, smooth taste of
our delicious new organic coffees.



New Wings of Nature
Organic, Shade Grown Coffees are  made only from high quality, Grade A
Arabica beans,

custom blended and
freshly roasted by master coffee roasters.



What our coffees are:

·

Certified Organic

·

Certified Kosher

·

Fair Trade (where
possible)

·

High Quality Grade A
Arabica Beans

·

Freshly Roasted

·

Shade Grown (where
possible)

·

Master Roasted

·

Custom Blended



We have over 40 blends and varietals
to choose from:



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Organic Blends

·

French RoastSumatran, Nicaraguan Ethiopian, Guatemalan

·

Espresso BlendFrench Roast plus Brazilian Santos (available in decaf)

·

Signature BlendFrench Roast plus Colombian, Brazilian Santos (available in decaf)

·

African BlendKenyan, Zimbabwean, Rwandan

·

Vienna BlendFrench Roast plus Colombian

·

Latin BlendMexican, Guatemalan, Peruvian



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Organic
Varietals / Regular & Decaf

·

Colombian

·

Kenyan

·

Guatemalan

·

Ethiopian

·

Brazilian

·

Sumatran



Organic Flavors / Regular &
Decaf

·

French Vanilla

·

Irish
Cream

·

Hazelnut

·

Highlander
Grogg



Other Key Facts:



·

Fresh Harvest Organic
Specialty Gourmet coffee applies the highest standards to sourcing, roasting,
blending, and overall preparation of our coffee products.

·

The Fresh Harvest
secret for creating a great cup of coffee begins with our High Quality Grade A
Arabica beans from all over the World.  We roast each bean to a temperature
that peaks the flavor and aroma of the individual variety, by roasting in
smaller batches that are more controllable.

·

We go so far as to use
two different types of roasting machines in order to bring out the best
characteristics in each bean.  But, we dont stop there; we also do our
blending after the coffee is roasted to create the best results.



5-foot bulk coffee section

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Wings of Nature currently has four
Bulk Coffee sections in three ShopRite Supermarkets in both Connecticut (Norwalk
and Stamford) and Pennsylvania, and one bulk section in a natural and organic
food store in Westchester, New York.



We are working with several chains on
a large scale bulk program, and to incorporate our bulk program in the Tree of
Life nationwide rollout.



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TORTILLA CHIPS



Our authentic taste
comes from cooking organic corn in organic lime juice and pure water, steeping
just the right amount of time and stone grinding it.  Then we oven bake and
fry the corn in pure organic soybean and canola oils.



·

Varieties:

o

Organic Yellow Corn



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o

Organic White Corn

o

Organic Blue Corn



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WINGS OF NATURE CHUNKY SALSA



Our Salsa are made with
only the finest 100% Organic ingredients, grown and harvested under the
strictest organic standards.



We then combine these
choice vegetables, tangy spices and savory herbs, for a rich authentic
taste.

·

Flavors:

o

Organic Medium Rich
& Spicy  Classically, authentic Mexicanwith rich, organic flavor and a
touch of spice.

o

Organic Mild Basil
& Oregano  A fabulous combination of classic Mexican and Italian flavors
with unique organic taste

o

Organic Mild Roasted
Garlic  Rich roasted garlic flavor blended with everything you love about
Mexican salsa.

o

Organic Mild Garden
Vegetable  Garden fresh flavor that lets the organic tomato and bell pepper
flavor come through



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ORGANIC WINGS OF NATURE COLD PROCESSED
EXTRA VIRGIN OLIVE OIL



For a century, the
slopes of Sierro Moreno Mountains of Spain have had olive groves forming a
unique, spectacular landscape that produces a unique taste.  Shaking the
branches, the olives fall to the nets and are selected by hand, human
intervention is indispensable.



Caring for the land,
hand picking every olive at the moment of ripeness and cold pressing within 24
hours of picking allows us to achieve the very best olive oil. Rigorous quality
controls, the latest technologies and in-plant packaging provide a far superior
extra virgin product.



Marketing and Distribution of
Products



If we do not obtain
sufficient financing (equity and/or debt), we will not be able to implement all
facets of our marketing plan as described below. In that event, we will have to
make a judgment at that time as to what would be the most effective way of
applying the available proceeds to our marketing efforts.



MARKETING, ADVERTISING &
PROMOTION



Fresh Harvest uses an
aggressive marketing, advertising and PR campaign, incorporating both
traditional and guerilla style marketing. This plan will include both in-store
and targeted local promotions and sampling programs.





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An advantage of having products in multiple categories is the
ability to spread advertising dollars over several product categories.
 This advantage also pertains to shipping, product demonstrations,
promotional programs, commercials and print ads, making for more efficient use
of our resources to increase brand awareness, and ultimately brand equity.



There will be a
marketing campaign where Company representatives will be handing out free
samples with product information packets to people during afternoon rush hour in
New York City at Grand Central Station, Penn Station and on Wall Street and
Broadway.



In-store efforts will
include samplings, tastings, end-caps and displays.  Fresh Harvest works
with each individual chain to put advertisements in store ROTOs (weekly 8 to 12
page sales newspapers sent to store customers) and use specific chain target
marketing programs and sale/discounts.  For example, in August 2007, Fresh
Harvest did a sampling and demo program with Price Chopper Supermarkets in
several of their stores for several consecutive weekends, which received a very
positive response from both consumers and the retailer.



Fresh Harvest advertises
in several trade and non-trade magazines, including Rolling Stone, Grocery
Headquarters and Progressive Grocer magazines.



Fresh Harvests online
store, through its website, opened at the beginning of August 2007.  We
have begun working with online marketing companies to expand the reach of the
web-store and increase awareness on the internet.



In-store marketing
efforts anticipate using the store audio system to take advantage of that method
of communicating new news about Fresh Harvest and its products. It plans to
use the check out lane video system to expose customers to the Fresh Harvest
product line. The Company expects to develop a store specific program that taps
into the stores target marketing/loyalty card system, which dispenses coupons
for Fresh Harvest when similar products are purchased.  Point-of-sale
materials will be created including recipes, shelf talkers, shelf coupon
dispensers, and banners.



[fhp10ksb2007022.gif]

(Picture of Free Standing Floor
Displays)



Fresh Harvest expects to
employ the use of celebrities as spokespersons to drive home the healthy
benefits of the Fresh Harvest product line and create a brand image of quality
at reasonable cost. Additionally, the Company has been in discussions with a
number of high profile Chefs to act as potential spokespersons.



Fresh Harvest supports
its advertising efforts with a public relations campaign that sends product
samples to many regional and national newspaper food editors, magazine food
editors and TV shows.  Fresh Harvest has an entrée to several womens
entertainment programs and is actively pursuing these types of shows to present
the benefits and uniqueness of the Companys products.



Fresh Harvest expects to
author editorials talking about the organic food market and why the Companys
products are beneficial, unique and healthy for consumers and send them to food
magazines.



We plan to use an
aggressive marketing, advertising and PR campaign, incorporating both
traditional and innovative face-to-face marketing. This plan will include both
in-store and targeted local promotions and sampling programs.  In-store
efforts will include free samples, tastings, end-caps (cardboard displays that
holds products located at the end of the aisles in the supermarkets) and
traditional displays.  We intend to work with each individual chain to
place advertisements in store ROTOs (weekly 8 to 12 page sales newspapers sent
to store customers), and use specific chain target marketing programs and
sale/discounts.



Our in-store marketing
efforts will use the store audio system to take advantage of that method of
communicating new news about our company and our products. We plan to use
check out lane video systems where available to expose



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customers to the
Fresh Harvest product line. Our strategy is to develop a store specific program
that taps into the stores target marketing/loyalty card system, which dispenses
coupons for Fresh Harvest when similar products are purchased.
 Point-of-sale materials will be created including: recipes, shelf talkers,
shelf coupon dispensers, and banners.



We have formulated an
advertising and public relations campaign to create awareness and demand for our
natural and organic products.  These campaigns will be employed regionally
(north east) and expand as new customers in other geographic regions are brought
online. The organic food market in the U.S. is segmented.  Conventional
supermarkets are allocating segmented space (mixed in with other products) to
their organic food offerings but as of yet they have not designated an organic
section in the stores. It is the belief of the Company that Fresh Harvest, given
the capital to invest in marketing and advertising, can build, in the eyes of
the consumer, an organic brand of food products that consumers will trust for
quality and taste and opt to purchase because they will be at reasonably priced.
Fresh Harvest is looking to capitalize on this expansion trend by bringing a
unified brand name that consumers will recognize and trust.



If resources allow us,
we will employ the use of celebrities as spokespersons to drive home the healthy
benefits of the Fresh Harvest product line and create a brand image of quality
and reasonable cost. Additionally, the Company has been in discussions with a
number of high profile Chefs who would also act as spokespersons. We would use
these qualified presenters in print ads, infomercials and other media
endeavors.



We have a website that
is fully functional and continues to be updated on a constant basis. The
universal resource locator (URL) for this website is
www.freshharvestproducts.com and www.wings-of-nature.com.  The purpose of
the site is to drive consumers to the stores that the Company services.



ONLINE WEBSITE AND WEBSTORE



The Company currently
maintains a website for its product offerings and for sale of its products. The
universal resource locator (URL) for this website is www.wings-of-nature.com
and www.freshharvestproducts.com. The sites have eCommerce capabilities. The
Company is implementing an online marketing plan and partnering with an online
web portal and online marketing company that has over 150,000 Preferred Customer
Managers and 3 Million Preferred Customers worldwide.



The improved eCommerce
enabled site for the Fresh Harvest brand of products promotes and sells the
Companys available products.  The Company anticipates promoting and
marketing it through the use of superior search engine placement, banner
advertisements, cross marketing among other affiliated websites, affiliate
marketing programs and placement of the website URLs on all product
information, marketing materials, advertisements and Corporate literature.



Banner advertisements
will be purchased on a contractual, per impression basis for all Company
websites to attract visitors from the population of web users that are not
actively looking to purchase the Companys products. Banner placement and
campaigns will be highly targeted in both their audience and in the sites in
which they appear. For example, banner ads may appear in IVillage.com,
Shape.com, Fitness.com, WeightWatchers.com or any number of sites targeting
women who are actively trying to change their appearance.



Suppliers of Ingredients and
Packaging



We currently do not
independently purchase the ingredients for our products. The natural and organic
ingredients and supplies that are used in our products are obtained from various
sources and suppliers located principally in the United States. There are
certain products that are produced in Canada and others in Europe and Africa.



We look to maintain
long-term relationships with our suppliers. Purchase arrangements with
ingredient suppliers are generally made annually and in the local currency of
the country in which we purchase or operate. Purchases are made through purchase
orders or contracts, and price, delivery terms and product specifications vary
according to the area of the world in which we are conducting the business of
the company.



Our organic and
botanical purchasers visit major suppliers around the world annually to procure
ingredients and to assure quality by observing production methods and provide
these suppliers with our product specifications. We perform laboratory analyses
on incoming ingredient shipments for the purpose of assuring that they meet both
our own quality standards and those of the FDA and USDA.





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Competition



We operate in highly competitive product markets. Some of these
markets are dominated by competitors with greater resources. In addition, we
compete for limited retailer shelf space for our products. Larger competitors
include mainstream food companies such as Dean Foods, General Mills, Inc.,
Nestle S.A., Kraft Foods Inc., Groupe Danone, Kellogg Company, Unilever PLC,
Pepsico, Sara Lee Corporation and large cereal producers such as Natures Path
and Kashi.  Retailers also market competitive products under their own
private labels such as Whole Foods which markets only its own brands in its own
stores.  Other well- known brands with which we compete are Newmans Own,
Eden Foods and Walnut Acres.

The beverage industry is also highly competitive. Competitive
factors in the beverage industry include product quality and taste, brand
awareness among consumers, variety of specialty flavors, interesting or unique
product names, product packaging and package design, supermarket and grocery
store shelf space, alternative distribution channels, reputation, price,
advertising and promotion. The beverage market, including both aseptic and
refrigerated products, has shown sustained growth over the past several years.
 The main competitors in the energy drink market are Red Bull and Coca-Cola
with other competitors in the beverage industry include Snapple, Nestle, and
Lipton.

Regulations



Along with our
manufacturers, brokers, distributors and co-packers, we are subject to extensive
regulation by federal, state and local authorities. The federal agencies
governing our business include the Federal Trade Commission (FTC), FDA, USDA,
and Occupational Safety and Health Administration (OSHA). These agencies
regulate, among other things, the production, sale, safety, advertising,
labeling of and ingredients used in our products. Under various statutes, these
agencies prescribe the requirements and establish the standards for quality,
purity and labeling. Among other requirements, the USDA, in certain
circumstances, must not only approve our products, but also review the
manufacturing processes and facilities used to produce these products before
these products can be marketed in the United States. In addition, advertising of
our business is subject to regulation by the FTC. Our activities are also
regulated by state agencies as well as county and municipal authorities. We are
also subject to the laws of the foreign jurisdictions in which we manufacture
and sell our products.



Independent Certification



We rely on independent
certification, such as certifications of our products as organic or kosher,
to differentiate our products in natural and specialty food categories. The loss
of any independent certifications could adversely affect our market position as
a natural and specialty food company, which could harm our business.



We must comply with the
requirements of independent organizations or certification authorities in order
to label our products as certified. We utilize organizations such as Quality
Assurance International (QAI) and Oregon Tilth to certify our products as
organic under the guidelines established by the USDA. Similarly, we utilize
appropriate kosher supervision organizations, such as The Union of Orthodox
Jewish Congregations, The Organized Kashruth Laboratories, Scroll K Kosher
Supervision, KOF-K Kosher Supervision, Kosher Overseers Associated of America
and Upper Midwest Kashruth.



Trademarks and Trade
Names



We believe that brand
awareness is a significant component in a consumers decision to purchase one
product over another in the highly competitive food and beverage industry. Our
trademarks and brand names for the product lines referred to herein are
registered in the United States and we intend to keep these filings current and
seek protection for new trademarks to the extent consistent with business needs.
  We also may, if we deem it appropriate, copyright any our
copyrightable artwork and package designs. We own the trademarks for our
principal products, including: Wings of Nature and the relevant Wings of
Nature logos.



Employees



Currently, our primary
employees are our two executive officers (whose employment is governed by
employment agreements which are due to be renewed; see the section entitled
Executive Compensation-Employees and Employment Agreements, above), one full
time sales associate, one full time Information Technology person and our two
administrative (non-executive) officers. Of these six individuals, four are
employed on a full-time basis; we anticipate retaining additional sales and
marketing (as employees or consultants) and clerical personnel within the next
12 months, if and when our financial resources permit.





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RISK FACTORS



An investment in a
development stage company with a limited history of operations such as ours
involves an unusually high amount of risk, both unknown and known, and present
and potential, including, but not limited to the risks enumerated below.



Risks Associated With Our
Company:



We are an early stage company and may
not be able to continue as a going concern and may not be able to raise
additional financing.



We are an early stage
company and our ability to continue as a going concern and to emerge from the
early stage is dependent on continued financial support from our shareholders,
raising additional capital to fund future operations and ultimately to attain
profitable operations.



We have a working
capital deficiency and have accumulated losses since inception. These factors
raise substantial doubt about our ability to continue as a going concern. To
date, there have been only nominal revenues ($473,572) since inception. In a
development stage company, management devotes most of its activities to
developing a market for its products and services. These consolidated financial
statements have been prepared on a going concern basis, which implies that we
will continue to realize assets and discharge liabilities in the normal course
of business. We have not generated significant revenue and have never paid any
dividends. Nor are we likely to pay dividends or generate significant earnings
in the immediate or foreseeable future. Furthermore, we cannot guarantee that we
will be able to raise any equity financing or generate profitable operations.
Our accumulated losses since inception through October 31, 2007 are $2,330,640.
These factors raise substantial doubt regarding our ability to continue as a
going concern.



This going concern
note to our financial statements may make it more difficult for us to raise
additional equity or debt financing needed to run our business and is not viewed
favorably by analysts or investors. We urge potential investors to review our
financial statements contained in this Report.



We lack an operating history and have
losses that, we expect to continue into the future. If our losses continue, we
may have to suspend operations or cease operations.



We have had a minimal
operating history upon which an evaluation of our future success or failure can
be made. Since inception on November 26, 2003 through October 31, 2007, our
cumulative net loss is $2,330,640, and we have had revenues of only $473,572
since that time.  Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to generate revenues from our
planned business operations and to reduce development costs. Without the
generation of any revenues or any capital being raised in an equity or debt
financing, we will likely have to suspend or cease the initiation of our
business plan.



Based upon current
plans, we expect to incur $25,000 per month in operating losses in the next 12
to 18 months. This will happen because there are expenses associated with the
development and implementation of our business plan. We cannot guaranty that we
will be successful in generating revenues in the future or that we will be able
to raise any working capital (through debt and/or equity financing) for
operating funds in any other manner. Failure to generate revenues or raise any
financing may cause us to go out of business.



We are relatively new to the organic
food marketplace with a limited history of operations and, as a result, our
ability to operate and compete effectively may be inhibited by our inexperience
and lack of brand recognition.



In deciding whether to
purchase shares of our common stock, and the likelihood of our success, you
should consider that we are relatively new to the organic food marketplace and
have a limited operating history upon which to judge our current operations. As
a result, it is difficult to fairly assess our future operating performance or
our future financial results or condition by comparing our limited operating
history against our past or present equivalents.



Also, the development,
management and marketing of organic health and wellness oriented consumer food
products is characterized by rapid changes, including frequent introductions of
new products, services, and industry standards. Our future success will depend
on our continued ability to adapt to these changes and continually improving our
products and services, as well as, the development and maintenance of the
organizational infrastructure necessary to support our proposed business. Our
future success will also depend in large part on our continued ability to
develop and enhance our products and services. There is the risk that we will
not be able to effectively adapt to the continual industry changes. Also, if we
are unable to develop and introduce enhanced or new products and services
quickly enough to



17





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respond to
market or industry requirements or to comply with emerging industry standards,
or if our products and services do not achieve market acceptance, we may not be
able to compete effectively.



We do not have sufficient funds to
complete our proposed plan of operation without equity or debt financing and as
a result may have to suspend or cease operations, if we are unable to obtain
such financing on reasonable terms, or at all.



Each of the phases of
our plan of operation is limited and restricted by the amount of working capital
that we have and are able to raise from financings and generate from business
operations. Currently, we do not have sufficient funds to initiate or complete
each phase of our proposed plan of operation. As a result, without additional
financing, we may have to suspend or cease our operations.



As of October 31, 2007,
we had current assets of $342,154 comprised of only $8,383 in cash, $25,869 in
accounts receivable and $307,902 in inventory. Until we are able to generate any
consistent and significant revenue we will be required to raise additional funds
by way of equity or debt financing to finance its operations. At any phase of
our plan of operation, if we find that we do not have adequate funds to complete
a phase, we may have to suspend our operations and attempt to raise more money
so we can proceed with our business operations. If we cannot raise the capital
to proceed, we may have to suspend operations until we have sufficient capital.



We currently estimate
that we will need to raise additional capital of approximately $1,000,000 to
proceed with and implement  our plan of operation over the next 12 months
and will be relying on the proceeds to be raised in this equity offerings for
most, if not all, of the required capital. In the event that we do not raise at
least that amount, we will need additional funds to complete our proposed plan
of operations. We cannot provide any assurance that we will be successful in
obtaining additional funds, either through the issuance of equity or loans on
terms that are acceptable to us.



We will also require
additional financing if the costs of the proposed phases of the plan of
operation are greater than anticipated. Furthermore, we will require additional
financing to sustain our business operations if we are not successful in earning
revenues from our business operations. We can provide no assurance to investors
that we will be able to find additional financing if required. Any sale of
additional shares will result in dilution to existing shareholders, which may,
as a result, depress our stock price, if a trading market in our common stock
develops.



Failure to successfully compete in the
organic retail packaged food industry with established distributors, wholesalers
and retailers will make it likely that we will not have sufficient revenues to
succeed with our planned business operations.



The retail food packaged
goods industry is experiencing rapid growth and expansion in all areas of
natural and organic food product offerings to consumers. It is intensely
competitive and is expected to become even more competitive in the near future -
worldwide.  We will be competing with a number of companies which have
considerably greater financial, personnel, marketing, and technical and
operating resources.  Consequently, such competitors may be in a better
position than us to take advantage of market needs, acquisitions and other
opportunities, and devote greater resources to the marketing and sale of their
products and services.



Many of our current
competitors have longer operating histories, larger customer bases, greater
brand recognition and significantly greater financial, marketing and other
resources than we do. Some of these well established competitors include: Dean
Foods Company, General Mills, Inc., Nestle S.A., Kraft Foods Inc., Groupe
Danone, Kellogg Company, PepsiCo, Inc. and Sara Lee Corporation. Some of our
competitors may be able to secure merchandise from suppliers on more favorable
terms, devote greater resources to marketing and promotional campaigns, adopt
more aggressive pricing or inventory availability policies, and devote
substantially more resources to their product acquisition and marketing
activities than we do. Increased competition may result in reduced operating
margins, loss of market share and a diminished brand franchise. These
competitors may be able to benefit from economies of scale, pricing advantages
or the introduction of new products that may compete with our products.
Retailers also market competitive products under their own private labels.
 We cannot assure you that we will be able to compete successfully against
current and future competitors.



To meet such
competition, we will attempt to employ qualified personnel, provide high quality
products and services, and attempt to maintain a lower cost of production than
our competitors. We also believe that our ability to compete successfully will
depend on such factors as marketing presence; our marketing abilities; the
pricing policies of our competitors; the timing of our introductions of new
products and services; our ability to keep costs down; our ability to adapt to
changing market conditions; and industry and general economic trends.  We
cannot provide potential investors any certainty that we will be able to locate
or retain such personnel, keep costs down or provide such competitive products
and services on terms favorable to us.



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If we are unable to
develop and introduce enhanced or new products or services quickly enough to
respond to market requirements or to comply with emerging industry standards, or
if our products or services do not achieve market acceptance, we may not be able
to compete effectively. Competitive pressures created by any one of our
competitors could inhibit our ability to generate sufficient sales to be
profitable. Accordingly, we may not be able to continue with our business
operations.



We are currently in litigation with the
company that we purchased the blank check shell from and we do not know what
the outcome of this litigation will be.



On June 7, 2007, a
complaint was filed in the Superior Court of New Jersey by Illuminati, Inc., a
lender to and principal shareholder of the Company. The Company was named as a
defendant along with two of its officers and directors, Michael J. Friedman and
Dominic M. Cingari. Messrs. Friedman and Cingari were named both individually
and in their capacities as officers and directors. The principal of Illuminati,
Inc. is the father of a director of the Company.

Illuminati, Inc. was the principal shareholder of the Company
prior to the December 2005 Agreement and Plan of Acquisition and Merger by and
Among Serino 1, Corp. and Fresh Harvest Products, Inc., certain shareholders of
Fresh Harvest Products, Inc. and Illuminate, Inc. (the Merger Agreement). In
connection with the merger, the Company issued a $400,000 interest bearing
promissory note to Illuminati, Inc. in exchange for common shares of the Company
pursuant to a formula based in part on the repayment schedule of the promissory
note.

The complaint alleges claims for breach of the Merger Agreement
and rescission of the Merger Agreement; declaratory relief and promissory
estoppel to recover the shares alleged to have been improperly issued to Messrs.
Friedman and Cingari; breach of fiduciary duty and tortious interference with
the Merger Agreement by Messrs. Freidman and Cingari. The complaint seeks not
less than $1 million in damages. Management has denied the allegations
supporting the claims in the complaint and will contest the lawsuit, finding the
general damages claim to be without merit. The Company acknowledges it owes
shares to Illuminate, Inc. and has made a good faith effort to reach a mutual
agreement as to the number of shares due to Illuminati, Inc. Management intends
to move to dismiss the lawsuit after a period of discovery.

Subsequently, the
Company filed an answer and asserted a counterclaim for fraudulent inducement
against Illuminati, Inc. based upon numerous fraudulent misrepresentations made
by Illuminati, Inc. The Company has asked the New Jersey Superior Court to award
Fresh Harvest damages in the amount of $2,000,000.



Both of our officers will devote their full time to
the affairs of our company, but they all also have other business interests.
Accordingly, they may not be able or willing to devote a sufficient amount of
time to our business operations, causing our business to fail.



Both our president and
chairman of the board, Michael J. Freidman, and other Executive, Dominick
Cingari, will both devote their full business time to our affairs although they
are both involved in other business activities.  Accordingly, each will
devote an amount of their time that they feel is necessary for our success and
is not consumed by other commitments. This time may not be sufficient for us to
be successful. This will slow our operations and may reduce our chance to be
successful and as a result, we may not be able to continue with our business
operations.



Since our management lacks any formal
training or experience in operating an organic food business, we may have to
hire or retain qualified personnel, including independent consultants. If we are
unable to hire or retain any qualified personnel, we may have to suspend or
cease operations, which will result in the loss of your investment.



The experience of the
members of our management is primarily limited to eachs respective field of
expertise and not to the organic food business and likely will not be applicable
to the marketing of a product area that we have chosen to enter. Because of this
limited experience, we may be forced to hire or retain qualified management,
employees or consultants to perform administrative, sales or marketing roles
related to our business.



In addition, since our
management team has limited or no direct training or experience in these areas,
the management team may not be fully aware of all of the specific requirements
related to working within this industry. Accordingly, managements decisions and
choices may not take into account standard managerial approaches organic food
companies may commonly use. Consequently, our operations, earnings, and ultimate
financial success could suffer irreparable harm due to managements lack of
experience in this industry. As a result, we may have to suspend or cease
operations that will result in the loss of your investment.



Competition for
qualified personnel is intense and we may not be able to hire or retain
qualified personnel, which could also have a negative impact on our
business.



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We will be dependent upon third parties
and certain strategic relationships, including the manufacturers of the products
we intend to sell. If we are unable to secure and/or maintain such arrangements,
we will not be able to implement our business and marketing plan, and likely not
be successful in achieving the revenues we need to be successful.



We will be dependent on
our relationships with certain manufacturers, food retailers, food brokers,
distributors, joint venture partners and strategic alliance partners.  We
do not have long term contracts or arrangements with any supplier of products;
therefore there is no assurance of availability of inventory. Our business is
also generally dependent upon our ability to obtain the services of marketing,
public relations and advertising experts.  Our failure to obtain the
services of any person or entity upon which we are dependent, or the inability
to replace such relationship, if lost,  or if our suppliers were to stop
supplying us products on acceptable terms or at all, would make it difficult to
have an adequate supply of our products, reduce our sales, if any... This would
be especially true if we were not able to acquire products from other suppliers
in a timely manner and on acceptable terms.  In addition, we will have a
particular dependence on the telephone, the Internet and the integration of
these two mediums into our information management system. Any disruption on the
flow of information and data to this system will significantly impact service to
customers and therefore financial performance. Because we do not manufacture the
products we plan to sell and distribute, we cannot assure our potential
investors that any or all of the products we will sell meet all federal
regulatory requirements pertinent to maintaining the organic label promoted to
consumers.



Our business exposes us to potential
product liability claims, and we may incur substantial expenses if we are
subject to such liability claims or litigation; this can result in costly losses
to us,  especially since we do not maintain liability insurance
coverage.



Food products involve an
inherent risk of product liability claims and associated adverse publicity. We
may be held liable if any product we sell causes injury or is otherwise found
unsuitable. Currently, we do carry product liability insurance and general
business coverage. A product liability claim, regardless of its merit or
eventual outcome, could result in significant legal defense costs. These costs
would have the effect of increasing our expenses and diverting managements
attention away from the operation of our business, and could harm our
business.



An inability to use our trademark and/or
our trade names could prevent us from successfully building brand
recognition.



We believe that brand
awareness is a significant component in a consumers decision to purchase one
product over another in the highly competitive food, beverage and personal care
industry. We have a trade name associated with our business, the term Wings of
Nature, and two trademarks, the Wings of Nature symbol and name. There can be
no assurance that we will be able to protect out trademark and trade names, or
that third parties will not challenge our right to use one or more of our
trademarks or trade names. Our failure to sell products under established brand
names could our sales potential and our ability to be profitable. Trademarks and
trade names can be significant to the marketing and sale of our products.
 Our inability to utilize certain of these names could certainly reduce the
sales potential of our products and our ability to become profitable.



Risks Associated With Our
Industry:



Consumer preferences are difficult to
predict and may change. If we are incorrect in our strategies and predictions
along this line, we will incur significant wasted expense and our business plan
may fail.



A significant shift in
consumer demand away from our products, if one develops, or organic or health
food products, in general, or our failure to maintain a market position, if one
develops,  could reduce our sales or any brand recognition that we may
develop, which could harm our business. While we plan on to diversify our
product offerings, we cannot be certain that there will be a demand for our
products, or if one develops, if it will continue in the future.



Our business will be
primarily focused on sales of natural and organic products in markets geared to
consumers of natural foods, specialty beverages, non-dairy beverages, cereals,
breakfast bars, canned soups and vegetables, snacks and cooking oils, which, if
consumer demand for such categories were to decrease, could harm our business.
Consumer trends change based on a number of possible factors, including:



·

Nutritional values,
such as a change in preference from fat free to reduced fat to no reduction in
fat, to complex only,  low or no carbohydrates; and

·

A shift in preference
from organic to non-organic and from natural products to non-natural
products.





20





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Some of our
products or their ingredients will be subject to import risk such as embargoes,
and our efforts to overcome or reduce these risks will be costly.



We will be making some
of our product purchases or their ingredients from foreign and domestic
manufacturers, importers and growers, with the majority of those purchases
occurring outside of the United States.  We anticipate that many of the
ingredients are presently grown in countries where labor-intensive cultivation
is possible, and where we will often have to educate the growers about product
standards. We will have to perform laboratory analysis on incoming ingredient
shipments for the purpose of assuring that they meet our quality standards and
those of the Food and Drug Administration (the FDA) and the United States
Department of Agriculture (USDA).



Our ability to ensure a
continuing supply of ingredients at competitive prices depends on many factors
beyond our control, such as foreign political situations, embargoes, changes in
national and world economic conditions, currency fluctuations, forecasting
adequate need of seasonal raw material ingredients and unfavorable climatic
conditions. We intend to take steps intended to lessen the risk of an
interruption of supplies, including identification of alternative sources and
maintenance of appropriate inventory levels. Our failure to maintain
relationships with suppliers or find new suppliers, observe production standards
for our foreign procured products or continue a supply of products or
ingredients from foreign sources could harm our business.



Having international operations exposes
us to certain risks such as political instability, foreign currency exchange
losses and terrorism.  This may result in an increase in our costs to
purchase inventory and thus reduce our profit margin, if any.



Operating in
international markets involves exposure to movements in currency exchange rates,
which are volatile at times. The economic impact of currency exchange rate
movements is complex because such changes are often linked to variability in
real growth, inflation, interest rates, governmental actions and other factors.
Consequently, isolating the effect of changes in currency does not incorporate
these other important economic factors. These changes, if significant, could
cause us to adjust our financing and operating strategies. If they are
necessary, we cannot assure our investors that we can make such adjustments
successfully. We expect that international operations will compose approximately
15% of our operations.



Our non-U.S. operations
will be subject to risks inherent in conducting business abroad, many of which
are outside our control, including:



·

Periodic economic
downturns and unstable political environments;

·

Price and currency
exchange controls;

·

Fluctuations in the
relative values of currencies;

·

Unexpected changes in
trading policies, regulatory requirements, tariffs and other barriers;

·

Compliance with
applicable foreign laws; and

·

Difficulties in
managing our non-U.S. operations, including staffing, collecting accounts
receivable and managing distributors.



Our products must comply with government
regulation which can be very costly and decrease our ability to have profitable
operations.



The USDA has adopted
regulations with respect to a national organic labeling and certification
program which became effective February 20, 2001, and fully implemented on
October 21, 2002. We currently plan to manufacture, produce, market or
distribute approximately 30 organic products which are covered by these
regulations. Future developments in the regulation of labeling of organic foods
could require us to modify the labeling of our products, which could reduce
future sales of our products and thus harm our business.



In addition, on January
18, 2001, the FDA proposed new policy guidelines regarding the labeling of
genetically engineered foods. The FDA is currently considering the comments it
received before issuing final guidance. These guidelines, if adopted, could
require us to modify the labeling of our products, which could reduce the sales
of our products and thus harm our business.



The FDA published the
final rule amending the Nutritional Labeling regulations to require declaration
of Trans Fatty Acids in the nutritional label of conventional foods and
dietary supplements on July 11, 2003. The final rule was effective on January 1,
2006. Additionally, an allergen labeling law was passed and signed on August 3,
2004. This law requires certain allergens to be clearly labeled by January 1,
2006. Additionally, Canada has adopted new food labeling regulations that were
implemented by December 12, 2005, which require a Nutritional Facts panel to be
on most food



21





---

packages. Many
of our products will have to comply with these recent changes, including all of
our products that may be sold into Canada. Any change in labeling requirements
for our products may lead to an increase in packaging costs or interruptions or
delays in packaging deliveries.



Furthermore, new
government laws and regulations may be introduced in the future that could
result in additional compliance costs, seizures, confiscations, recalls or
monetary fines, any of which could prevent or inhibit the development,
distribution and sale of our products. In addition, we will be subject of
foreign countries where we may produce, process, packaged or market our
products.  If we fail to comply with any applicable laws and regulations,
we may be subject to civil remedies, including fines, injunctions, recalls or
seizures, as well as potential criminal sanctions, any or all of which can
increase our operating costs and reduce our profitability, if any.



Product recalls are common in the food
industry. Such recalls could increase our operating expenses significantly.



Manufacturers and
distributors of products in our industry are sometimes subject to the recall of
their products for a variety of reasons, including product defects, such as
ingredient contamination, packaging safety and inadequate labeling disclosure.
If any of our products are recalled due to a product defect or for any other
reason, we could be required to incur the expense of the recall or the expense
of any resulting legal proceeding. Additionally, if one of our significant
brands were subject to recall, the public image of that brand and of our
business could be significantly harmed.



We will rely on independent
certification for a number of our natural and organic food products. If we
cannot obtain and/or maintain such certifications, our sales, if any, will be
greatly reduced.



We will rely on
independent certification, such as certifications of our products as organic
or kosher to differentiate our products from others. The loss of any
independent certifications could lower or possibly destroy our market position
as a natural and organic food company, if one is achieved.



We will have to comply
with the requirements of independent organizations or certification authorities
in order to label our products as certified. For example, we could lose an
organic certification if a manufacturing plant became contaminated with
non-organic materials, or if it is not properly cleaned after a production run.
In addition, all raw materials must be certified organic. Similarly, we could
lose our kosher certification if any part of the process involving our kosher
chickens does not meet the requirements of the appropriate kosher supervision
organization



Due to the seasonality of many of our
products and other factors, our operating results are subject to quarterly
fluctuations which will inhibit our ability to budget and plan ahead.



Some our products
potential sales may be affected by seasonality and, as a result, our quarterly
results of operations may fluctuate. The seasonal trends may result from
increased demand for some of our products such as baking and cereal products and
soups during the cooler months while our snack food product lines may be
stronger in the warmer months.



In addition, quarterly
fluctuations in our future sales volume and operating results may be due to a
number of factors relating to our business, including the timing of trade
promotions, advertising and consumer promotions and other factors, such as the
aforementioned seasonality, inclement weather and unanticipated increases in
labor, commodity, energy, insurance or other operating costs. The impact on
sales volume and operating results due to the timing and extent of these factors
can significantly impact our business. For these reasons, you may not be able to
rely on our quarterly operating results as indications of future performance.



Our growth, if any, is dependent on our
ability to introduce new products and improve existing products. If we fail to
do so, we will likely not be able to compete in this highly competitive
industry.



Our intended growth
depends in large part on our ability to generate and implement improvements to
our existing products and to introduce new products to consumers. The innovation
and product improvements are affected by the level of funding that can be made
available, our success or failure to develop and test new product prototypes,
and the success of our management in rolling out any resulting improvements in a
timely manner. If we are unsuccessful in implementing product improvements that
satisfy the demands of consumers, our business could be harmed.



Risks Associated With Our Common
Stock:



There is currently a limited public
trading market for our common stock and as a result you may not be able to
resell your stock.





22





---

There is currently a limited public market for the shares of our
common stock. There can be no assurance that a liquid public market on a stock
exchange or quotation system will develop, or be sustained.



Sale of a significant amount of our
shares of common stock into the public market may depress the trading volume
and/or our stock price.



Any sale of a
substantial amount of our common stock in the public market by the
aforementioned officers, directors or principal shareholders, or the Selling
Shareholders, may depress the trading price of our common stock. Furthermore, if
such sales are made by our officers and/or directors, in particular, it could
create a public perception of difficulties or problems with our business and may
have an even more depressing effect on the stock price.



Because our officers, directors and
current principal shareholders will own more than 50% of the outstanding shares,
they will be able to decide who will be elected to the board of directors and
you may not be able to elect any board member, which may lead to the
entrenchment of management, and will impede or effect a change of control or a
sale of assets.



Our Executive officers,
directors and current principal shareholders own 15,184,117 shares of our common
stock, which represents 74.40% of the 20,408,238 issued and outstanding shares
of our common stock. All of these shares are restricted from trading and have
not been registered for resale. Currently, we do have common shares that are
free trading; however, the majority of our common shares are subject to be sold
under the provisions of Rule 144, except for 544,075 shares that are blank check
shares. Accordingly, since our certificate of incorporation or by-laws do not
provide for cumulative voting in connection with election of our board of
directors, these shareholders may be able to control the election of our board
of directors indefinitely. Accordingly, minority shareholders would not have
representation on the board and not have any say in the management of our
company, effect a change of control or a sale of assets.



We do not expect to pay dividends in the
foreseeable future.



We have never paid cash
dividends on our shares of common stock and have no plans to do so in the
foreseeable future. We intend to retain earnings, if any, to develop and expand
its business operations.



Applicable SEC rules governing the
trading of penny stocks limits the trading and liquidity of our common stock
that may adversely affect the trading price of our common stock.



The bid and ask
quotations of our common stock are routinely reflected on the Over-The-Counter
Bulletin Board market under the symbol FRHV.  Since
our common stock continues to trade below $5.00 per share, our common stock is
considered a penny stock and is subject to SEC rules and
regulations that impose limitations upon the manner in which our stock can be
publicly traded. These regulations require the delivery, prior to any
transaction involving a penny stock, of a disclosure schedule explaining the
penny stock market and the associated risks. Under these regulations, certain
brokers who recommend such securities to persons other than established
customers or certain accredited investors must make a special written
suitability determination for the purchaser and receive the
purchasers written agreement to a transaction prior to sale. These
regulations have the effect of limiting the trading activity of our common stock
and reducing the liquidity of an investment in our common stock.



These rules govern how
broker-dealers can deal with their clients and penny stocks. The additional
burdens imposed upon broker-dealers by the penny stock rules may discourage
broker-dealers from effecting transactions in our securities, which, in turn,
could severely limit their market price and the liquidity of our securities.
 The penny stock markets have suffered in recent years from fraud and abuse
arising from one or a few broker dealers controlling the market for a security,
high pressure sales tactics used by boiler room practices, manipulation of
prices through pre-arranged transactions followed by a large volume sale by
broker dealers, dissemination of misleading information and excessive mark-ups
and undisclosed bid-ask differentials by selling broker dealers.



The market price of our common stock may be considered
volatile.



The securities markets
from time to time experience significant price and volume fluctuations unrelated
to the operating performance of particular companies. Our common stock price in
the 52-week period ended October 31, 2007, had a low of $0.35 and high of $0.90,
often with insignificant volume. The trading price may be affected by a number
of factors including the risk factors set forth in this Report as well as our
operating results, financial condition, announcements regarding new products, or
distribution or supply arrangements, sales or financial results by us or our
competitors, general conditions in the market place and other events or factors.
In recent years, broad stock market indices, in general, and the securities of
companies in our industry, in particular, have experienced substantial price
fluctuations. Such broad market fluctuations may adversely affect the future
trading price of our common stock.



23





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NASD sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.



In addition to the
"penny stock" rules promulgated by the Securities and Exchange Commission (see
above for discussions of penny stock rules), the NASD has adopted rules that
require that when recommending an investment to a customer, the broker-dealer
must have reasonable grounds for believing that the investment is suitable for
that customer. Prior to recommending speculative low priced securities to their
non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status and
investment objectives, amongst other information. Under interpretations of these
rules, the NASD believes that there is a high probability that speculative low
priced securities will not be suitable for at least some customers. The NASD
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.



Shares Eligible for Sale Could Depress
the Market for Common Stock



Of our issued and
outstanding shares of common stock, almost all of those shares are restricted
securities. In general, under Rule 144 of the Securities Act of 1933, as
amended, a person is entitled to sell restricted shares into the public market
if at least one year has passed since the purchase of such shares from the
issuer of an affiliate of an issuer, subject to the satisfaction of certain
other conditions. A significant number of the restricted shares of our common
stock outstanding were purchased more than one year ago. Accordingly, those
shares are eligible for sale into the public market. Sales of substantial
amounts of those restricted shares, or even the perception that such sales could
occur, could adversely affect prevailing market prices of our common stock and
could impair our ability to raise capital through an offering of our equity
securities.



We may pay vendors in stock as consideration for their
services; this may result in stockholder dilution, additional costs and
difficulty retaining certain vendors.



In order for us to
preserve our cash resources, we have previously and may in the future pay
vendors in stock and/or warrants or options to purchase shares of our common
stock rather than in cash. Payments for services in stock may materially and
adversely affect our stockholders by diluting the value of outstanding shares of
our common stock. In situations where we have agreed to register the stock
issued to a vendor, this will generally cause us to incur additional expenses
associated with such registration. Paying vendors in stock and/or warrants or
options to purchase shares of common stock may also limit our ability to
contract with the vendor of our choice, should that vendor decline payment in
stock.



If we do not effectively manage our growth, if any,
our resources, systems and controls may be strained and our operating results
may suffer.



We plan to add to our
workforce and to continue to increase the size of our workforce and scope of our
operations as we continue to develop our business plan. If we are successful
with this plan, this growth of our operations will place a significant strain on
our management personnel, systems and resources. We may need to implement new
and upgraded operational and financial systems, procedures and controls,
including the improvement of our accounting and other internal management
systems. These endeavors will require substantial management effort and skill
and we may require additional personnel and internal processes to manage these
efforts. If we are unable to effectively manage our expanding operations, our
revenue and operating results could be materially and adversely affected.



Our obligations as a
public company under the laws, regulations and standards relating to corporate
governance and public disclosure, including the Sarbanes-Oxley Act of 2002
(Sarbanes-Oxley Act) and related regulations, are likely
to increase our expenses and administrative burden. These expenses and burdens
are particularly acute on companies of our small size. Changes in the laws,
regulations and standards relating to corporate governance and public
disclosure, including the Sarbanes-Oxley Act and related regulations implemented
by the Securities and Exchange Commission and the National Association of
Securities Dealers, are creating uncertainty for public companies, increasing
legal and financial compliance costs and making some activities more time
consuming. These laws, regulations and standards are subject to varying
interpretations, and, as a result, their application in practice may evolve over
time as new guidance is provided by regulatory and governing bodies. This could
result in continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices. We
have and will continue to invest resources to comply with evolving laws,
regulations and standards, and this investment may result in increased general
and administrative expenses and a diversion of managements time and
attention from commercialization activities to compliance activities. If our
efforts to comply with new laws, regulations and standards differ from the
activities intended by regulatory or governing bodies, regulatory authorities
may initiate legal proceedings against us and our business may be harmed.



24





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There are limitations on the liability of our
directors and we may have to indemnify our officers and directors in certain
instances.



Our certificate of
incorporation limits the personal liability of our directors for monetary
damages for breach of their fiduciary duties as directors. Our bylaws provide
that we will indemnify our officers and directors and may indemnify our
employees and other agents. These provisions may be in some respects broader
than the specific indemnification provisions under Delaware law. The
indemnification provisions may require us, among other things, to indemnify such
officers and directors against certain liabilities that may arise by reason of
their status or service as directors or officers (other than liabilities arising
from willful misconduct of a culpable nature), to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified and to obtain directors and officers
insurance. Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent made or
threatened to be made a party to an action by reason of the fact that he or she
was a director, officer, employee or agent of the corporation or was serving at
the request of the corporation, against expenses actually and reasonably
incurred in connection with such action if he or she acted in good faith and in
a manner he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Delaware law does not permit a corporation to eliminate a directors
duty of care and the provisions of our certificate of incorporation have no
effect on the availability of equitable remedies, such as injunction or
rescission, for a directors breach of the duty of care.



We believe that our
limitation of officer and director liability assists us in attracting and
retaining qualified employees and directors. However, in the event an officer,
director or the board of directors commits an act that may legally be
indemnified under Delaware law, we will be responsible to pay for such
officer(s) or director(s) legal defense and potentially any damages resulting
there from. Furthermore, the limitation on director liability may reduce the
likelihood of derivative litigation against directors and may discourage or
deter stockholders from instituting litigation against directors for breach of
their fiduciary duties, even though such an action, if successful, might benefit
us and our stockholders. Given the difficult environment and potential for
incurring liabilities currently facing directors of publicly-held corporations,
we believe that director indemnification is in our and our
stockholders best interests because it enhances our ability to
attract and retain highly qualified directors and reduce a possible deterrent to
entrepreneurial decision-making.



Nevertheless,
limitations of director liability may be viewed as limiting the rights of
stockholders and the broad scope of the indemnification provisions contained in
our certificate of incorporation and bylaws could result in increased expenses.
Our board of directors believes, however, that these provisions will provide a
better balancing of the legal obligations of, and protections for, directors and
will contribute positively to the quality and stability of our corporate
governance. Our board of directors has concluded that the benefit to
stockholders of improved corporate governance outweighs any possible adverse
effects upon stockholders from reducing the exposure of directors to liability
and broadened indemnification rights.



PLEASE READ THIS FORM 10KSB CAREFULLY. YOU SHOULD RELY
ONLY ON THE INFORMATION CONTAINED HEREIN AND ON THE OTHER REPORTS AND OUR FORM
10KSB, AS AMENDED, THAT WE HAVE FILIED WITH THE SECURITIES AND EXCHANGE
COMMISSION. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION.



ITEM 2.
DESCRIPTION OF PROPERTY



We maintain our
corporate offices at 280 Madison Avenue, Suite 1005, New York, New York 10016.
 The phone number of that office is (212) 889-5904.  An officer and
director provides us with this office space at no charge. We do not currently
maintain any other office facilities.  We anticipate that we may need to
open and maintain an additional office facility in the foreseeable future. The
only assets that we own are our trademark and our trade names and trade logos
(to which we have not attributed any value on our balance sheet) and office
furniture, fixtures and equipment such  as our 5-foot bulk coffee sections,
coffee grinders, wire racks and the Company 2003 Chevrolet Venture van.



ITEM 3. LEGAL
PROCEEDINGS



During the
period covered by this report, on June 7, 2007, a complaint was filed in the
Superior Court of New Jersey by Illuminati, Inc., a lender to, and principal
shareholder of the Company. The Company was named as a defendant along with two
of its officers and directors, Michael J. Friedman and Dominic M. Cingari.
Messrs. Friedman and Cingari were named both individually and in their
capacities as officers and directors. The principal of Illuminati, Inc. is the
father of a director of the Company.



25





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Illuminati,
Inc. was the principal shareholder of the Company prior to the December 2005
Agreement and Plan of Acquisition and Merger by and Among Serino 1, Corp. and
Fresh Harvest Products, Inc., certain shareholders of Fresh Harvest Products,
Inc. and Illuminate, Inc. (the Merger Agreement). In connection with the
merger, the Company issued a $400,000 interest bearing promissory note to
Illuminati, Inc. in exchange for common shares of the Company pursuant to a
formula based in part on the repayment schedule of the promissory note.

The complaint alleges claims for breach of the Merger Agreement
and rescission of the Merger Agreement; declaratory relief and promissory
estoppel to recover the shares alleged to have been improperly issued to Messrs.
Friedman and Cingari; breach of fiduciary duty and tortious interference with
the Merger Agreement by Messrs. Freidman and Cingari. The complaint seeks not
less than $1 million in damages. Management has denied the allegations
supporting the claims in the complaint and will contest the lawsuit, finding the
general damages claim to be without merit. The Company acknowledges it owes
shares to Illuminate, Inc. and has made a good faith effort to reach a mutual
agreement as to the number of shares due to Illuminati, Inc. Management intends
to move to dismiss the lawsuit after a period of discovery.

Subsequently,
the Company filed an answer and asserted a counterclaim for fraudulent
inducement against Illuminati, Inc. based upon numerous fraudulent
misrepresentations made by Illuminati, Inc. The Company has asked the New Jersey
Superior Court to award Fresh Harvest damages in the amount of $2,000,000.



ITEM 4. SUBMISSION OF MATTERS TO
VOTE OF SECURITY HOLDERS



None.



PART II



ITEM 5. MARKET FOR
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASERS
OF EQUITY SECURITIES



Market Information



Our shares of common
stock trade on the Over-the-counter Bulletin Board under the symbol FRHV. We
commenced trading on May 8, 2007. To date, trading in our common stock has been
minimal and thus an investment in our common stock must be considered illiquid.
The high and low bid quotations of our common stock on the OCTBB for the
following calendar quarters were:



|Period
High
Low

2007

First
Quarter
(1)
(1)
Second
Quarter
$0.75
$0.35
Third
Quarter
$0.90
$0.50
Fourth
Quarter
$0.62
$0.35

(1) Our common stock commenced
trading on the OTC:BB on May 8, 2007.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The above quotations
reflect inter-dealer prices, without retail mark-up, markdown or commission and
may not necessarily represent actual transactions. As of January 24, 2008, we
had five broker dealers making a market in our common stock.



On January 24, 2008, the
closing sale bid price for our common stock was $0.35 on the OTCBB



As of January 24, 2008,
we had 20,408,103 shares of common stock issued and outstanding, held by
approximately 99 registered shareholders.  In many cases, shares are
registered through intermediaries, making the precise number of shareholders
difficult to obtain.





26





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Future Sales
by Existing Stockholders



As of January 24, 2008,
a total of 20,408,238 shares of our common stock were issued and outstanding.
544,075 of those shares are considered blank check shares. Blank Check shares
are the shares issued by the Company while it was still a public shell. Those
shares cannot be sold publicly unless they are covered by a registration
statement filed under the Securities Act of 1933, as amended (the Securities
Act)  The remaining shares 19,864,163 of our common stock (i.e. the
non-blank check shares) are restricted. Restricted shares cannot be publicly
trading unless permitted under the provisions of Rule 144 of the Securities Act.
As of February 15, 2008, when revised rules under the provisions of Rule 144 of
the Securities Act become effective, all of our restricted securities are
eligible to be publicly traded under the conditions or provisions of said rule,
some under volume and manner of sale restrictions.



In addition, as of
January 24, 2008, we had issued convertible promissory notes to 16 individuals
who lent money to the Company. One of those individuals has been repaid in full.
Although, we have no assurance that any of these notes will be converted into
common stock, these notes, if they all were converted by the holders, can be
converted into approximately 775,000 shares of common stock which would be
immediately eligible to be sold publicly under Rule 144.  One individual
lender can convert at a discount to a publicly trading market price, and at this
time we can not determine the number of shares at which he can convert his loan
to. Under Rule 144, if a convertible promissory note is converted into common
stock, the shareholders holding period reverts to the date that the original
note was issued.



The sale a significant
amount of any of the aforementioned shares under Rule 144 could have a
depressive effect on the public market price of our common stock, if one
develops.



Purchases of Equity Securities by the Small Business
Issuer and Affiliates



There were no purchases of our equity
securities by us or any of our affiliates during the year ended October 31,
2007.



Stock Incentive Plans and Equity
Compensation Plans



We do not have any
such plans at this time.



Penny Stock Rules



Trading in our
securities, if it develops, is subject to the Penny Stock rules. The SEC has
adopted regulations that generally define a penny stock to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. These rules require that any broker-dealer who recommends
our securities to persons other than prior customers and accredited investors,
must, prior to the sale, make a special written suitability determination for
the purchaser and receive the purchasers written agreement to execute the
transaction. Unless an exception is available, the regulations require the
delivery, prior to any transaction involving a penny stock, of a disclosure
schedule explaining the penny stock market and the risks associated with trading
in the penny stock market. In addition, broker-dealers must disclose commissions
payable to both the broker-dealer and the registered representative and current
quotations for the securities they offer.



The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit their
market price and liquidity of our securities.



The penny stock markets
have suffered in recent years from fraud and abuse arising from one or a few
broker dealers controlling the market for a security, high pressure sales
tactics used by boiler room practices, manipulation of prices through
pre-arranged transactions followed by a large volume sale by broker dealers,
misleading information be disseminated, and excessive mark-ups and undisclosed
bid-ask differentials by selling broker dealers.



Dividends



We have not paid any
cash dividend to date, and we have no intention of paying any cash dividends on
our common stock in the foreseeable future. The declaration and payment of
dividends is subject to the discretion of our Board of Directors and to certain
limitations imposed under the New Jersey Business Corporation Act. The timing,
amount and form of dividends, if any, will depend on, among other things, our
results of operation, financial condition, cash requirements and other factors
deemed relevant by our Board of Directors.





27





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Sales
of Unregistered Securities



During the year ended October 31,
2007, we sold unregistered securities including convertible promissory notes.
 However, those sales have been previously reported in our Current Reports
on Form 8K and/or our Quarterly Reports on form 10QSB that we have filed with
the Securities and Exchange Commission. There were no such sales of securities,
including convertible promissory notes during the fourth quarter ending October
31, 2007.



ITEM 6. MANAGEMENTS DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION



This section of the
Report includes a number of forward-looking statements that reflect our current
views with respect to future events and financial performance. Forward-looking
statements are often identified by words like: believe, expect, estimate,
anticipate, intend, project and similar expressions, or words which, by their
nature, refer to future events. You should not place undue certainty on these
forward-looking statements, which apply only as of the date of this Report.
These forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from historical results or
our predictions.



Overview



We are a start-up,
development stage company and have generated only nominal revenues from our
organic food business operations since inception on November 26, 2003 through
October 31, 2006 ($177,567) and we have not raised any funds since our
inception, except for capital contributions of $68,803 from Michael Jordan
Friedman, $123,969 from the sale of common stock between November 2006 through
October 2007, to 8 investors, and convertible loans totaling $178,000 from eight
individuals. The convertible loans notes provide for conversion of principal and
interest into shares of common stock at an average the rate of $.50 per share or
a 35% discount to the market price. The interest rate on the loans is 10% per
annum. The convertible loan term for each is from 18 months to 24 months,
depending on the Agreement. The name of each lender, the issue date, the
maturity date and principal amount of each loan are as follows:



|Issue
Maturity
Principal
Lender
Date
Date
Amount

Sarah Dumbrille
5/26/05
11/26/06
$  20,000
Linda Willis
6/8/05
12/8/06
$  10,000
Richard Charles Philip Dumbrille
7/20/05
1/20/07
$  10,000
Joseph Cingari
10/1/05
4/1/07
$  15,000
Salvatore Cingari
10/1/05
4/1/07
$  30,000
Thomas Cingari
10/1/05
4/1/07
$  15,000
Barry Moskowitz
3/8/06
9/8/07
$  35,000
Hendrik Freund
9/19/06
9/19/08
$100,000
Nancy Stetson
11/30/06
11/30/08
$ 50,000
Margaret McMurrer
2/23/06
12/23/08
$ 18,000
Kathy Moynihan
1/31/07
1/31/09
$ 15,000
Max Greenfield
2/26/07
2/26/09
$ 30,000
Brian Donovan
4/17/07
4/17/09
$ 20,000
Matt Zoetzinger
4/17/07
4/17/09
$ 15,000
Michael J. Scagliarini
4/24/07
4/24/09
$ 15,000
Ronald DeAngelis
4/30/07
4/3009
$ 15,000
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Sarah Dumbrille has
verbally extended her loan and has expressed her intent to convert her loan to
shares in the near future.  Linda Willis loan was repaid in full on
December 12, 2006.



Arthur Friedman, the
father of the Companys President and CEO, has made advances to Fresh Harvest
$478,207.00 in fiscal 2007 and a total of $692,028.00 to date.  We do not
expect repayment to be required within the foreseeable future.



We were formed in New
Jersey as a blank check company on April 21, 2005, under the name Serino 1,
Corp. with no operations, assets or purpose other than purpose of seeking a
privately held operating company as an acquisition or merger candidate. On
December 16, 2005, we acquired Fresh Harvest Products, Inc., a New York
corporation, a development stage company in the organic food business, and
absorbed its operations into our business. As a result of the acquisition, we
are no longer a blank check company, and the controlling shareholders of the
acquired company became



28





---

the controlling
shareholders of our company. The acquisition was considered a reverse
acquisition for accounting and financial reporting purposes. The consolidated
financial statements that are a part of this Report include the accounts of our
company since the acquisition (December 16, 2005) and the historical accounts of
Fresh Harvest Products, Inc. the New York corporation since the date of its
inception, November 26, 2003. All significant intercompany balances and
transfers have been eliminated in consolidation.



After the acquisition,
our business plan is to market and distribute (both domestic and imported) a
line of organic food products. We intend our focus to be on the finding quality
organic and artisan food products throughout the world.  We plan that our
Fresh Harvest branded organic food products will be produced by artisan farms,
co-ops and families who have historically grown organic products.  We
initially plan to offer products that include: olive oils from Italy and Spain;
coffee from South America, USA and Africa and Fresh Harvest Health Bars that
have no sugar added, are cholesterol free, trans fat free, low in sodium and
gluten free. Our goal is to bring healthy, great tasting organic food products
at affordable prices to the mass markets.  All packaging has been
previously designed and approved. We also plan to market and distribute a line
of Fresh Harvest Health Bars once that product can be produced. We are now
selling the product line to select supermarkets chains in the eastern part of
the United States. We have one trade name (Wings of Nature).

To date, our primary efforts have been devoted to developing our
line of organic food products and raising capital. Accordingly, we have limited
capital resources and have experienced net losses and negative cash flows from
operations since inception and expect these conditions to continue for the
foreseeable future.  As of October 31, 2007, the Company had current assets
of $342,154, comprised of cash $8,383, and accounts receivable $25,869 and
inventory $307,902.  Management believes that cash on hand and current
assets as of October 31, 2007 are not sufficient to fund operations for the next
12 months.  Accordingly, we will be required to raise additional funds to
meet our short and long-term planned goals. There can be no assurance that such
funds, if available at all, can be obtained on terms reasonable to us. In this
regard, we have obtained and will continue to attempt to obtain (short and long
term) loans for inventory purchases, new product development, expansion,
advertising and marketing as well as enter into factoring arrangements using our
receivables to finance our operations. In addition, we will attempt to raise
funds through the sale of equity. We cannot assure you that we will be
successful in obtaining the aforementioned financings (either debt or equity) on
terms acceptable to us, or otherwise.

Our financial statements contained in this Report have been
prepared on a going concern basis, which assumes that we will be able to realize
our assets and discharge our obligations in the normal course of business. Our
financial statements indicate that we incurred net losses for the period from
inception of November 26, 2003 to October 31, 2007 of $2,330,640.

Our auditors have provided an explanatory note in our financial
statements that indicates that our ability to continue as a going concern is
dependent on raising additional capital to fund future operations and ultimately
to attain profitable operations. This means that our auditors believe there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to implement our business plan
and pay our bills. This is because we have not generated any significant
revenues and no earnings are anticipated until our business operations become
profitable. The auditors note indicates that the their financial statements
have been prepared assuming that we will continue as a going concern, which
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business.  The explanatory paragraph further states that
we have no current source of revenue, nor operations, and that without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern.

During the next 12
months, we have no material commitments for capital including but not limited to
the purchase or sale of a plant or significant equipment. In addition, we do not
expect to incur research and development costs within the next 12 months or have
any significant changes in the number of our employees.



Plan of Operation for the Next Twelve
Months



Our plan of operation
for the twelve months following the date of this Report is to continue to
develop and expand our business operations to have sustainable cash flow. Since
we have not had raised sufficient through debt, equity sales or revenues
(losses, only), over the last fiscal year, our Plan of Operation has been
delayed and remains substantially the same as the plan for the prior fiscal year
(the year ended October 31, 2006).  The Plan of operation may include, but
not exclusively, activities such as:



·

Capitalization,
including obtaining financing through equity and/or debt financing.
 Currently, we do not have sufficient financial resources to implement or
complete our business plan.  We anticipate that we will need a minimum of
an additional $1,000,000 to satisfy our cash requirements over the next 12
months. We cannot be



29





---

assured that revenue from operations, if any, will be sufficient
to fund our activities during the next 12 months. Accordingly, we will have to
seek alternates sources of capitalincluding private placements, a future public
offering, and/or loans from officers and/or third party lenders. We are not
experienced in selling equity. We can offer no assurance that we will be able to
raise additional funds if needed, on acceptable terms to us or otherwise. If we
are unsuccessful in our attempts to raise sufficient capital, we may have to
cease operations or postpone our plans to initiate or complete our business
plan. In that case, you may lose your entire investment in our company.

·

Establishing and/or
solidifying relationships with manufacturers, packagers and suppliers, including
growers of organic foods such as artisan farms, co-ops and farming families in
America and throughout the world. Estimated cost: $200,000 (which includes the
production of sample products).

·

Establishing a
distribution network for our products including supermarkets, independent
grocers, food brokers and snack distributors.  Estimated cost: $55,000.

·

Conducting a search for
new manufacturers and packaging companies.

·

Commence and establish
marketing, advertising and promotion programs to increase brand equity and
awareness. Estimated cost:  $400,000.

·

Salaries, including for
present employees and possible new hiring of additional management personnel and
appropriate operating and sales staff. Estimated cost: $250,000.

·

Partial repayment of
convertible loans. Estimated cost: $75,000.



These are only estimates
and no assurance can be given regarding either statement as to timing or actual
eventuality. If we can raise more than the minimum amounts indicated above, we
anticipate spending increased amounts on establishing and expanding our
distribution network, marketing, advertising and promotions.



We commenced operations
during our third quarter ending July 31, 2006 of our prior fiscal year ended
October 31, 2006. We expect that our business operations will generate
sufficient revenues to sustain our operations and cash flow by July 1, 2009.
 We have recently purchased a minimum number of products (coffee, health
and coffee bars, salsa and olive oil), and anticipates sales that will provide
revenues for operations. The revenue generated from these sales will be used to
make additional product purchases and minimally fund our operations.





We estimate that our
cash and other current assets as of October 31, 2007, of approximately $342,154
will only be sufficient to meet our short term needs for approximately four
months.  If we are unable to raise the required financing, we will be
delayed in commencing our business plan.  Currently, because we are
considered a new business with limited credit history with vendors, suppliers,
manufacturers, packagers and food producers, we must pay for our purchases up
front and are not granted credit terms. This will continue until we have
established a satisfactory credit history. We cannot estimate, with any
certainty, how long this may take, or if it will occur at all. Our inability to
obtain credit from such providers has a significant impact upon our liquidity
and our ability to utilize funds for other purposes. Similarly, if and when we
hire salesmen and /or additional personnel, including management and sales
personnel, the cost related to such hirings will have a significant impact on
our liquidity and deployment of funds.



Results of Operations for Years
Ending October 31, 2006 and 2007



Comparative Years Financial
Information



We only began earning
revenues in our third quarter ending July 31, 2006 of our prior fiscal year
ending October 31 2006, when we commenced operations. Accordingly, our revenues
for the year ending October 31, 2007, and for the period from inception
(November 26, 2003) until October 31, 2007 are $473,572.  We are still in
our early stages and do not anticipate earning enough revenues to be profitable,
if at all, until approximately July 2009. We can provide no assurance that
we will ever become profitable.



We incurred operating
expenses in the amount of $1,087,370 for the fiscal year ended October 31, 2006,
and $1,091,712 for the year ended October 31, 2007. For the period from
inception (November 26, 2003) until October 31, 2007, our operating expenses
were $2,424,155.



Our net loss increased
insignificantly from $1,028,802 during the year ended October 31, 2006 to
$1,056,765 during the year ended October 31, 2007. Although in fiscal 2007 we
incurred increased costs related to sales and marketing and the expansion and
growth of our operations (categorized as general and administrative expenses)
from $685,320 to $1,084,890, we had a onetime merger costs of $400,000 in 2006
and no such costs in 2007.





30





---

Financial
Condition and Liquidity



At October 31, 2007, we
had assets of $377,746 consisting of cash in the amount of $8,383, net accounts
receivable of $25,869, inventory of $307,902 and net fixed assets of
$35,592.



Off Balance Sheet Arrangements



The Company currently
has no off-balance sheet arrangements.



Critical Accounting Policies and Estimates



See Note 2 to the financial statements
contained in Item 7, for a complete summary of the significant accounting
policies used in the presentation of our financial statements. The summary is
presented to assist the reader in understanding the financial statements. The
accounting policies used conform to accounting principals generally accepted in
the United States of America and have been consistently applied in the
preparation of the financial statements.



Our critical accounting policies are as
follows:

Critical Accounting
Policies

Our financial statements are
prepared in accordance with accounting principles generally accepted in the
United States. Our significant accounting policies are described in Note 2 to
the consolidated financial statements. The policies below have been identified
as the critical accounting policies we use which require us to make estimates
and assumptions that affect the reported amounts of assets and liabilities at
the date of the financial statements and amounts of income and expenses during
the reporting periods presented. We believe in the quality and reasonableness of
our critical accounting policies; however, it is possible that materially
different amounts would be reported under different conditions or using
assumptions different from those that we have consistently applied. Our critical
accounting policies are as follows, including our methodology for estimates made
and assumptions used:

Revenue Recognition and
Sales Incentives

Sales are recognized when the
earnings process is complete, which occurs when products are shipped in
accordance with terms of agreements, title and risk of loss transfer to
customers, collection is probable and pricing is fixed or determinable. Sales
are reported net of sales incentives, which include trade discounts and
promotions and certain coupon costs. Shipping and handling costs billed to
customers are included in reported sales. Allowances for cash discounts are
recorded in the period in which the related sale is recognized.



Valuation of Accounts and Chargebacks Receivable

We perform ongoing credit
evaluations on existing and new customers daily. When it is determined that an
amount included in accounts receivable is uncollectable it is written off as
uncollectable. Credit losses have been within our expectations. We believe we do
not have credit exposure at this time.   There can be no assurance
that we would have the same experience with our receivables during different
economic conditions, or with changes in business conditions, such as
consolidation within the food industry and/or a change in the way we market and
sell our products.

Inventory

Our inventory is valued at the
lower of actual cost or market, utilizing the first-in, first-out method.
 We provide write-downs for finished goods expected to become non-saleable
due to age and specifically identify and provide for slow moving products and
packaging.

Property and Equipment

Our property and equipment is
carried at cost and depreciated or amortized on a straight-line basis over their
estimated useful life. We believe the asset lives assigned to our property and
equipment are within the ranges/guidelines generally used in food manufacturing
and distribution businesses. Our property and their related assets, are
periodically reviewed to determine if any impairment exists. At this time, we
believe no impairment exists on the carrying value of such assets. Ordinary
repairs and maintenance are expensed as incurred.



Accounting Basis



The basis is United States generally
accepted accounting principles.  Effective December 16, 2005, the Company
declared a 1 for 30 reverse split of its common shares.  Such split has
been retroactively affected in all periods presented.



31





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Earnings per Share



The basic earnings (loss) per share is
defined as the amount of earnings for the period available to each share of
common stock outstanding during the reporting period.  The diluted earnings
per shares is the amount of earnings for the period available to each share of
common stock outstanding during the reporting period and to each share that
would have been outstanding assuming the issuance of common shares for all
dilutive potential common shares outstanding during the reporting period.
 The weighted average number of common shares outstanding is the number of
shares determined by (a) the portion of time within a reporting period that
common shares have been outstanding to (b) the total time in that period.
 In computing diluted EPS, equivalent common shares are considered for all
dilutive potential common shares.



Dividends



The Company has not yet adopted any
policy regarding payment of dividends. No dividends have been paid during the
period shown.



Income Taxes



The provision for income taxes is the
total of the current taxes payable and the net of the change in the deferred
income taxes. Provision is made for the deferred income taxes where differences
exist between the period in which transactions affect current taxable income and
the period in which they enter into the determination of net income in the
financial statements.



Advertising



Advertising is expensed when incurred.
Advertising for the year ended October 31, 2007 was $38,425.31, compared to $
for the year ended October 31, 2006.





General and Administrative Expenses



General and administrative expenses
include costs associated with developing the Companys line of products, such as
designs, packaging and selling, as well as other administrative expenses such as
telephone, legal fees, travel and the like.



Use of Estimates



The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates

ITEM 7.
 FINANCIAL STATEMENTS













Fresh
Harvest Products Inc



Auditors Report

33



Balance Sheet

34



Statement of Operations

35



Statement of Stockholders Equity

36



Statement of Cash Flows

37



Notes to Financial Statements

38-46











32





---

[fhp10ksb2007024.gif]



33





---



|FRESH HARVEST PRODUCTS, INC.
Balance Sheet
(a development stage company)
October 31, 2007
|-----------------------------------------------------------------------------------------
|                                                                                         
|                                                                                         
|                                                                                         
|ASSETS                                                                                   
|Current Assets                                                                           
|Cash
in Bank                                                                             
|Accounts
Receivable, net                                                                 
|Inventory                                                                                
|Total Current
Assets                                                                     
|                                                                                         
|Fixed Assets, net                                                                        
|                                                                                         
|TOTAL ASSETS                                                                             
|                                                                                         
|LIABILITIES & STOCKHOLDERS' DEFICIT                                                      
|Current
Liabilities                                                                      
|Accounts
Payable                                                                         
|Accrued
Expenses Payable                                                                 
|Payroll
and Related Taxes Payable                                                        
|Loans
Payable, current portion                                                           
|Loans
Payable to Related Parties                                                         
|Total Current
Liabilities                                                                
|Long-Term
Liabilities                                                                    
|Loans
Payable                                                                            
|Total Liabilities                                                                        
|                                                                                         
|Stockholders'
Deficit                                                                    
|Common
Stock, Authorized 200,000,000 Shares,                                             
|Issued
and Outstanding: 17,845,400 Shares,                                               
|Par
Value $0.0001                                                                        
|Paid
in Capital                                                                          
|Accumulated
Deficit                                                                      
|Total Stockholders'
Deficit                                                              
|                                                                                         
|TOTAL LIABILITIES & STOCKHOLDERS'
DEFICIT                                                





The
accompanying notes are an integral part of these statements



34





---





|FRESH HARVEST PRODUCTS, INC.
Statements of Operations
(a development stage company)
|-----------------------------------------------------------------------------------
|                                                                                   
|                                                                                   
|Revenue                                                                            
|                                                                                   
|COGS                                                                               
|                                                                                   
|Gross Profit                                                                       
|                                                                                   
|Expenses                                                                           
|Depreciation &
Amortization                                                        
|Merger Costs                                                                       
|General &
Administrative                                                           
|                                                                                   
|Total Expenses                                                                     
|                                                                                   
|Income (Loss) before Taxes                                                         
|                                                                                   
|Provision for Income Taxes                                                         
|                                                                                   
|Net Income (Loss)                                                                  
|                                                                                   
|Basic and Diluted Earnings (Loss) per Share                                        
|                                                                                   
|Weighted Average Number of Shares                                                  
|                                                                                   
|                                                                                   





The
accompanying notes are an integral part of these statements







35





---





|FRESH HARVEST PRODUCTS, INC.
Statement of Stockholders Deficit
(a development stage company)
For the period from October 31, 2005 to October 31,
2007
|------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                      
|                                                                                                                                                      
|                                                                                                                                                      
|Balance at
October 31, 2005                                                                                                                           
|                                                                                                                                                      
|Adjustment                                                                                                                                            
|Shares
Issued November 2005                                                                                                                           
|Shares
Issued December 2005                                                                                                                           
|Shares
Issued January 2006                                                                                                                            
|Shares
Issued February 2006                                                                                                                           
|Shares
Issued March 2006                                                                                                                              
|Shares
Issued April 2006                                                                                                                              
|Shares
Decreased (April 1, 2006)                                                                                                                      
|Adjustment                                                                                                                                            
|Shares
Issued for SoySlim, May 2006                                                                                                                   
|Net Loss
for the year ended October 31, 2006                                                                                                          
|                                                                                                                                                      
|Balance at
October 31, 2006                                                                                                                           
|                                                                                                                                                      
|                                                                                                                                                      
|Shares
Issued November 2006                                                                                                                           
|Shares
Issued December 2006                                                                                                                           
|Shares
Decreased (December 2006)                                                                                                                      
|Shares
Issued January 2007                                                                                                                            
|Shares
Issued June 2007                                                                                                                               
|Shares
Issued July 2007                                                                                                                               
|Net Loss
for the Year ended October 31, 2007                                                                                                          
|Balance,
October 31, 2007                                                                                                                             
|                                                                                                                                                      



The
accompanying notes are an integral part of these statements



36





---

Statement of Cash Flows

(a
development stage company)

|                                                                                           |  | Year Ended October 31, 2007 |  | Year Ended October 31, 2006 |  | Since Inception [Nov
26, 2003] Through
October 31, 2007
|------------------------------------------------------------------------------------------ |  | --------------------------- |  | --------------------------- |  | -------------------------------------------------------
|Cash flows provided by (used for) operating
activities:                                    |  |                             |  |                             |  |                                                        
|Net loss                                                                                   |  | $
    (1,056,765)           |  | $    (1,028,802)            |  | $
             (2,330,640)                             
|                                                                                           |  |                             |  |                             |  |                                                        
|Adjustments to reconcile net loss to net cash
provided by (used for) operating activities: |  |                             |  |                             |  |                                                        
|Depreciation &
Amortization                                                                |  | 6,822                       |  | 2,050                       |  | 9,122                                                  
|Stock issued for services                                                                  |  | 269,788                     |  | 163,540                     |  | 4,227                                                  
|Stock issued for product
rights                                                            |  | -                           |  | 50,000                      |  | 50,000                                                 
|Merger costs                                                                               |  | -                           |  | 400,000                     |  | 400,000                                                
|                                                                                           |  |                             |  |                             |  |                                                        
|Changes in assets and liabilities:                                                         |  |                             |  |                             |  |                                                        
|Increase in accrued expenses payable                                                       |  | 175,844                     |  | 58,559                      |  | 235,603                                                
|Increase /(Decrease) in accounts payable                                                   |  | (11,060)                    |  | 63,315                      |  | 52,255                                                 
|Increase in payroll and related taxes payable                                              |  | 41,903                      |  | 73,343                      |  | 118,001                                                
|(Increase) / Decrease in accounts receivable                                               |  | 89,888                      |  | (115,757)                   |  | (25,869)                                               
|(Increase) / Decrease in Deposits                                                          |  | -                           |  | 2,675                       |  | 0                                                      
|(Increase) in inventory                                                                    |  | (160,201)                   |  | (147,701)                   |  | (307,902)                                              
|Net cash provided by (used for) operating
activities                                       |  | (643,781)                   |  | (478,778)                   |  | (1,265,203)                                            
|                                                                                           |  |                             |  |                             |  |                                                        
|Cash flows provided by (used for) investing
activities:                                    |  |                             |  |                             |  |                                                        
|Organization Costs                                                                         |  | -                           |  | -                           |  | (250)                                                  
|Purchase of fixed assets                                                                   |  | (12,464)                    |  | (32,000)                    |  | (44,464)                                               
|Cash provided by (used for) investing activities                                           |  | (12,464)                    |  | (32,000)                    |  | (44,714)                                               
|                                                                                           |  |                             |  |                             |  |                                                        
|Cash flows provided by (used for) financing
activities:                                    |  |                             |  |                             |  |                                                        
|Loan repayments                                                                            |  | (10,000)                    |  | (62,000)                    |  | (72,000)                                               
|Proceeds from advances from Related Parties                                                |  | 478,207                     |  | 285,121                     |  | 705,028                                                
|Proceeds from issuance of loans payable                                                    |  | 185,500                     |  | 135,000                     |  | 482,500                                                
|Stock issued for conversion of debt                                                        |  | 60,000                      |  |                             |  | 60,000                                                 
|Sale of common stock                                                                       |  | -                           |  | 123,343                     |  | 123,969                                                
|Redemption of Capital Stock (SoySlim)                                                      |  | (50,000)                    |  | -                           |  | (50,000)                                               
|Capital Contributions                                                                      |  | -                           |  | -                           |  | 68,803                                                 
|                                                                                           |  |                             |  |                             |  |                                                        
|Cash provided by (used for) financing activities                                           |  | 663,707                     |  | 481,464                     |  | 1,318,300                                              
|                                                                                           |  |                             |  |                             |  |                                                        
|Net Change in Cash                                                                         |  | 7,462                       |  | (29,314)                    |  | 8,383                                                  
|                                                                                           |  |                             |  |                             |  |                                                        
|Beginning Cash                                                                             |  | 921                         |  | 30,235                      |  | 0                                                      
|                                                                                           |  |                             |  |                             |  |                                                        
|Ending Cash                                                                                |  | $
            8,383         |  | $
               921        |  | $
                      8,383                          





The
accompanying notes are an integral part of these statements





37





---

FRESH
HARVEST PRODUCTS, INC.

NOTES TO FINANCIAL
STATEMENTS

October 31, 2007



NOTE 1.

GENERAL ORGANIZATION AND BUSINESS



Serino 1, Corp., (the Company or Serino), a non-operating
public company, was incorporated on April 21, 2005 in the State of New
Jersey.



On December 16, 2005, Serino entered into an agreement and plan of
merger (the Agreement) with Fresh Harvest Products, Inc. (FHP), which was
incorporated on November 26, 2003 in the State of New York, and Certain
Shareholders of FHP.  FHP is a small company which markets and distributes
a line of organic food products.  Pursuant to the Agreement, Serino
acquired 100% of the outstanding capital stock of FHP.  In connection with
the merger, Serino changed its name to Fresh Harvest Products, Inc.  Under
the terms of the Agreement, the stockholders of FHP exchanged all of their
issued and outstanding shares of common stock for 383,628 shares of Serino
common stock (the Exchange).  Concurrent with the Exchange the principal
and founding shareholder of Serino retired all of its founding shares in
exchange for 165,532 new shares of FHP.  The 383,628 shares of common stock
issued to the FHP stockholders represents approximately 70.00% of the ownership
interests in Serino.  FHP had no outstanding options or warrants
immediately prior to the merger.  The Exchange, which resulted in the
stockholders of FHP having control of Serino, represents a recapitalization of
Serino, or a reverse merger rather than a business combination.  In
connection therewith, Serinos historic capital accounts were retroactively
adjusted to reflect the equivalent number of shares issued by Serino in the
Exchange while FHPs historical accumulated deficit was carried forward and the
statement of operations reflects the activities of FHP from the commencement of
its operations on November 26, 2003.



In connection with the Agreement, FHP executed a note payable to
Serinos shareholder over a two (2) year period in the amount of $400,000 for
the acquisition.  The note bears interest at 3%, accrued quarterly, and
provides for standard anti-dilution provisions.  The agreement also
provides for the reduction of this shareholders interest from 30% to 20% upon
repayment of the note, as well as an increase in ownership to majority control
if it is not repaid within two (2) years.



FHPs primary efforts have been devoted to developing its line of
organic food products and raising capital. The Company has limited capital
resources and has experienced net losses and negative cash flows from operations
since inception and expects these conditions to continue for the foreseeable
future.  As of October 31, 2007, the Company had approximately $8,383 in
cash.  Management believes that cash on hand as of October 31, 2007 is not
sufficient to fund operations through October 31, 2008.  The Company will
be required to raise additional funds to meet its short and long-term planned
goals. There can be no assurance that such funds, if available at all, can be
obtained on terms reasonable to the Company.



The financial statements have been prepared assuming that the
Company will continue as a going concern, which contemplates the realization of
assets and the liquidation of liabilities in the normal course of business.
 However the Company has limited revenue and without realization of
additional capital, it would be unlikely for the Company to continue as a going
concern.



The Company believes that to continue in existence it has to
increase its revenues, and has received loans to purchase inventory.  The
Company will also be seeking additional capital in the form of loans (both short
and long term) to provide capital for expansion, new product development,
inventory, and advertising and marketing.



38



---



FRESH HARVEST
PRODUCTS, INC.

NOTES TO FINANCIAL
STATEMENTS

October 31, 2007



NOTE  2.

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Critical
Accounting Policies

Our
financial statements are prepared in accordance with accounting principles
generally accepted in the United States. Our significant accounting policies are
described in Note 2 to the consolidated financial statements. The policies below
have been identified as the critical accounting policies we use which require us
to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and amounts of income and
expenses during the reporting periods presented. We believe in the quality and
reasonableness of our critical accounting policies; however, it is possible that
materially different amounts would be reported under different conditions or
using assumptions different from those that we have consistently applied. Our
critical accounting policies are as follows, including our methodology for
estimates made and assumptions used:

Revenue
Recognition and Sales Incentives

Sales
are recognized when the earnings process is complete, which occurs when products
are shipped in accordance with terms of agreements, title and risk of loss
transfer to customers, collection is probable and pricing is fixed or
determinable. Sales are reported net of sales incentives, which include trade
discounts and promotions and certain coupon costs. Shipping and handling costs
billed to customers are included in reported sales. Allowances for cash
discounts are recorded in the period in which the related sale is recognized.



Valuation of
Accounts and Chargebacks Receivable

We
perform ongoing credit evaluations on existing and new customers daily. When it
is determined that an amount included in accounts receivable is uncollectable it
is written off as uncollectable. Credit losses have been within our
expectations. We believe we do not have credit exposure at this time.
  There can be no assurance that we would have the same experience
with our receivables during different economic conditions, or with changes in
business conditions, such as consolidation within the food industry and/or a
change in the way we market and sell our products.

Inventory

Our
inventory is valued at the lower of actual cost or market, utilizing the
first-in, first-out method.  We provide write-downs for finished goods
expected to become non-saleable due to age and specifically identify and provide
for slow moving products and packaging.

Property
and Equipment

Our
property and equipment is carried at cost and depreciated or amortized on a
straight-line basis over their estimated useful life. We believe the asset lives
assigned to our property and equipment are within the ranges/guidelines
generally used in food manufacturing and distribution businesses. Our property
and their related assets, are periodically reviewed to determine if any
impairment exists. At this time, we believe no impairment exists on the carrying
value of such assets. Ordinary repairs and maintenance are expensed as incurred.





39



---

FRESH
HARVEST PRODUCTS, INC.

NOTES TO FINANCIAL
STATEMENTS

October 31, 2007



Accounting Basis



The
basis is United States generally accepted accounting principles.  Effective
December 16, 2005, the Company declared a 1 for 30 reverse split of its common
shares.  Such split has been retroactively affected in all periods
presented.



Earnings per Share



The
basic earnings (loss) per share is defined as the amount of earnings for the
period available to each share of common stock outstanding during the reporting
period.  The diluted earnings per shares is the amount of earnings for the
period available to each share of common stock outstanding during the reporting
period and to each share that would have been outstanding assuming the issuance
of common shares for all dilutive potential common shares outstanding during the
reporting period.  The weighted average number of common shares outstanding
is the number of shares determined by (a) the portion of time within a reporting
period that common shares have been outstanding to (b) the total time in that
period.  In computing diluted EPS, equivalent common shares are considered
for all dilutive potential common shares.



The
Company has not issued any options or warrants or similar securities since
inception.  Potentially dilutive common shares of approximately 775,000
related to convertible loans were not included in the calculation for any
periods presented as they are anti-dilutive.



Common shares and common share equivalents of 15,840,173,
issued by the Company at prices below the offering price during the twelve-month
period prior to the proposed offering date have been included in the calculation
of common share and common share equivalents as if they were outstanding for all
periods presented



Dividends



The
Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.



Income Taxes



The
provision for income taxes is the total of the current taxes payable and the net
of the change in the deferred income taxes. Provision is made for the deferred
income taxes where differences exist between the period in which transactions
affect current taxable income and the period in which they enter into the
determination of net income in the financial statements.



Advertising



Advertising is expensed when incurred. Advertising for the year
ended October 31, 2007 was $38,425.31, compared to $ for the year ended October
31, 2006.





40



---

FRESH
HARVEST PRODUCTS, INC.

NOTES TO FINANCIAL
STATEMENTS

October 31, 2007



General and
Administrative Expenses



General and administrative expenses include costs associated
with developing the Companys line of products, such as designs, packaging and
selling, as well as other administrative expenses such as telephone, legal fees,
travel and the like.



Depreciation of Equipment



Equipment is being depreciated on a straight-line basis over
the useful life of the equipment.



Use of Estimates



The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.



NOTE 3.

ADVANCES FROM RELATED PARTIES



This
amount represents net advances made by related parties to the Company.
 Such amounts are non-interest bearing and have no terms.





41



---

FRESH
HARVEST PRODUCTS, INC.

NOTES TO FINANCIAL
STATEMENTS

October 31, 2007



NOTE 4.

LOANS PAYABLE



Loans
payable consist of the following:



|                                                                                                                                                                                                                                                                                                                                                                                | October 31, 2007
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|Convertible
loans bearing interest at a rate of 10% and due at various dates between
November 2006 and April 2007.  The notes are convertible into common
shares at any time between the date of issue of the notes and their due
dates at a conversion rate of $0.50 per share for a total of 200,000
shares.  The Company is currently negotiating extensions of these
loans. | $90,000         
|Note payable
incurred in connection with reverse merger, due December 16, 2007  see
Note 1                                                                                                                                                                                                                                                                                     | 400,000         
|Convertible
notes bearing interest at a rate of 4% and due September 2007.  The
note is convertible into common shares at any time at the option of the
lender or the Company at a 35% discount of the market price of the
Companys common shares.  The Company has negotiated extensions for
loans due in September 2007.                                                     | 35,000          
|Convertible
loan bearing interest at a rate of 12% and due September 2008.  The
loan is convertible into common shares at any time at a conversion rate of
$2.00 per share for a total of 50,000 shares.                                                                                                                                                                        | 100,000         
|Convertible
loan bearing interest at a rate of 10% and due November 30, 2008.
 The loan is convertible into common shares at any time at a
conversion rate of $.085 per share, for a total of 58,823 shares.                                                                                                                                                                    | 50,000          
|Convertible
loan bearing interest at a rate of 10% and due December 23, 2008.
 The loan is convertible into common shares at any time at a
conversion rate of $.095 per share, for a total of 18,948 shares.                                                                                                                                                                    | 18,000          
|Non-convertible
short term loan bearing interest at a rate of 5% and due in July 2007.
 The Company is currently negotiating an extension of t his
loan.                                                                                                                                                                                                                        | 7,500           
|Convertible
note bearing interest at a rate of 10% and due February 2009.  The
note is convertible into common shares at any time at the option of the
lender or the Company at a $0.50 per share or a 35% discount of the market
price of the Companys common shares.                                                                                                         | 15,000          
|Convertible
note bearing interest at a rate of 12% and due February 2009.  The
note is convertible into common shares at any time at the option of the
lender or the Company at a $0.50 per share or a 35% discount of the market
price of the Companys common shares.                                                                                                         | 30,000          
|Convertible
notes bearing interest at a rate of 10% and due April 2009.  The note
is convertible into common shares at any time at the option of the lender
or the Company at $0.45 per share or a 35% discount of the market price of
the Companys common shares.                                                                                                             | 35,000          
|Convertible
notes bearing interest at a rate of 10% and due April 2009.  The note
is convertible into common shares at any time at the option of the lender
or the Company at $0.50 per share or a 35% discount of the market price of
the Companys common shares.                                                                                                             | 15,000          
|Convertible
notes bearing interest at a rate of 10% and due June 2009.  The note
is convertible into common shares at any time at the option of the lender
or the Company at $0.50 per share or a 25% discount of the market price of
the Companys common shares.                                                                                                              | 15,000          
|Total:                                                                                                                                                                                                                                                                                                                                                                          | $810,500        
|Less:
current portion                                                                                                                                                                                                                                                                                                                                                           | (567,500)       
|Long Term                                                                                                                                                                                                                                                                                                                                                                       | $243,000        



The conversion of
debt to equity through the issuance of common shares is intended to be treated
as a decrease in either current or long term liabilities in the amount of the
loan plus accrued interest, and an increase in Common Stock and Paid in Capital.



42



---

FRESH
HARVEST PRODUCTS, INC.

NOTES TO FINANCIAL
STATEMENTS

October 31, 2007



NOTE 5.

STOCKHOLDERS EQUITY



Common
Stock all Common Stock has a par value of $0.0001.



In July
2007 the Company issued 1,142,601 shares of its par value common stock for
investors in the Company. These shares were issued under Section 4(2) of the
Securities Act of 1933. These shares were valued by the Company at $168,204.



In June
2007 the Company issued 697,330 shares of its par value common stock for
investors in the Company. These shares were issued under Section 4(2) of the
Securities Act of 1933. These shares were valued by the Company at $76,636.



In
January 2007 the Company issued 806,500 shares of its par value common stock for
investors in the Company. These shares were issued under Section 4(2) of the
Securities Act of 1933. These shares were valued by the Company at $80,650.



In
December 2006 the Company issued 8,300 shares of its par value common stock for
investors in the Company. These shares were issued under Section 4(2) of the
Securities Act of 1933. These shares were valued by the Company at $830.



In
December 2006 the Company retired 1,000,000 shares from SoySlim, Inc.  The
deal was declared null and void by both parties.



In
November 2006 the Company issued 32,835 shares of its par value common stock for
investors in the Company. These shares were issued under Section 4(2) of the
Securities Act of 1933. These shares were valued by the Company at
$3,283.50.



NOTE 6.

RELATED PARTY TRANSACTIONS



The
Chief Executive Officer of the Company may be involved in other business
activities.  This person may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated a
policy for the resolution of such conflicts.



NOTE 7.

PROVISION FOR INCOME TAXES



The
Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect when these differences are expected to reverse.



SFAS
No. 109 requires the reduction of deferred tax assets by a valuation allowance
if, based on the weight of available evidence, it is more likely than not that
some or all of the deferred tax assets will not be realized.  All of the
expenditures thus far have been to organize the Company and will not be expensed
for tax purposes until the Company has operations.





43



---

FRESH
HARVEST PRODUCTS, INC.

NOTES TO FINANCIAL
STATEMENTS

October 31, 2007



NOTE 8.

REVENUE AND EXPENSES



The
Company currently has limited operations and revenue.



Accounts Receivable



Accounts Receivable is $25,869 and represents current amounts
collectable.



NOTE 9.

OPERATING LEASES AND OTHER COMMITMENTS:



The
Company has no lease obligations.



NOTE
 10.

THE
EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS



Below is a listing of
the most recent accounting standards and their effect on the Company.



SFAS 148Accounting for
Stock-Based Compensation-Transition and Disclosure



Amends FASB 123 to
provide alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock-based employee
compensation.



SFAS
149

Amendment
of Statement 133 on Derivative Instruments and Hedging Activities



This Statement amends
and clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives)  and for hedging activities under
FASB Statement NO. 133, Accounting for Derivative Instruments and Hedging
Activities.



SFAS

150

Financial
Instruments with Characteristics of both Liabilities and Equity



This Statement
requires that such instruments be classified as liabilities in the balance
sheet.  SFAS 150 is effective for financial instruments entered into
or modified after May 31, 2003.



Interpretation No. 46 (FIN 46)



Effective January 31, 2003, The Financial Accounting Standards
Board requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a continuing financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. The Company has
not invested in any such entities, and does not expect to do so in the
foreseeable future.



The
adoption of these new Statements is not expected to have a material effect on
the Companys financial position, results or operations, or cash flows.











44



---

ITEM 8.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE



None



ITEM 8A. CONTROLS AND PROCEDURES



Disclosure Controls



As of the end of the
period covered by this report, we carried out an evaluation, under the
supervision and with the participation of our management, including the chief
executive officer and chief financial officer (whose is the same person), of the
effectiveness of our disclosure controls and procedures as defined in Exchange
Act Rule 13a-15(e). In designing and evaluating the disclosure controls and
procedures, management recognized that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is required to apply
its judgment in evaluating the cost-benefit relationship of possible controls
and procedures.



Based on that
evaluation, our chief executive officer/chief financial officer concluded that
our disclosure controls and procedures were effective as of the end of the year
to provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Securities Exchange Act of 1934, as
amended, is accurately recorded, processed, summarized and reported within the
time periods specified in Securities and Exchange Commission rules and forms,
and that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure.



Internal Controls



In connection with the
effectiveness of our Registration Statement on Form 10-SB, we first became
subject to the reporting obligations of Section 13 of the Exchange Act in July
2005, and we became an active company (changing our status as a blank check
company) in December 2005. Accordingly, since that time, we have adopted and
implemented various measures in order to improve control processes and corporate
governance. As a non-reporting company prior to July 2005, we were not required
to adopt the types of internal control procedures that a reporting, active
public company must adopt and maintain. Accordingly, since that time, we have
taken steps to enhance existing policies, or implement new ones, so as to have
an effective system of internal controls over financial reporting. These
measures, which either have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting, include the
development of policies and procedures and the educating of employees on
existing policies and procedures in an effort to continuously improve our
overall control environment. Except for the improvements described above, there
have been no other changes in the internal control over financial reporting
during the quarter covered by this report that have materially affected, or are
reasonably likely to materially affect, internal controls over financial
reporting.



We do not expect that
disclosure controls or internal controls over financial reporting will prevent
all errors or all instances of fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that
the control systems objectives will be met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if any, within its company have been detected.
These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Controls can also be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is based in part upon certain
assumptions about the likelihood of future events, and any design may not
succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures. Because
of the inherent limitation of a cost-effective control system, misstatements due
to error or fraud may occur and not be detected.



ITEM 8B.
 OTHER INFORMATION



None.







45



---

PART III



ITEM 9. DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CORPORATE GOVERNANCE AND DIRECTOR
INDEPENDENCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



(A)

All of our current
executive officers and directors were appointed in connection with the
acquisition of Fresh Harvest Products, Inc. which was incorporated in the State
of New York. Our original director of Serino 1, Vincent Verdiramo, resigned as a
condition of the acquisition.  Our current directors will serve until his
or her successor is qualified and elected. Thereafter, directors who are elected
by the stockholders are elected to a term of one year and serve until his or her
successor is elected and qualified. Any officer that is appointed by our
directors is appointed for a term of one year and serves until his or her
successor is duly appointed and qualified, or until removed from office. Our
board of directors has no nominating, auditing or compensation committees as of
this date.



In addition to our
executive officers and directors, we have a number of administrative
(non-executive) officers as members to our Board of Advisors whose backgrounds
are listed below.



The names, addresses,
ages and positions of our executive officers and directors are set forth
below:



|NAME AND ADDRESS                                       | AGE | POSITIONS                                    
|------------------------------------------------------ | --- | ---------------------------------------------
|                                                       |     |                                              
|Michael Jordan Friedman                                | 30  | President, CEO, CFO and Chairman of the
Board
|280 Madison Avenue,  Ste 1005
New York, New York 10016 |     |                                              
|                                                       |     |                                              
|Dominick M. Cingari                                    | 33  | Director and Chief Operating Officer         
|280 Madison Avenue,  Ste 1005
New York, New York 10016 |     |                                              
|                                                       |     |                                              
|Richard J. Verdiramo                                   | 43  | Director                                     
|3163 Kennedy Boulevard
Jersey City New Jersey 0730     |     |                                              
|                                                       |     |                                              
|Jay Odintz                                             | 47  | Director                                     
|280 Madison Avenue,  Ste 1005
New York, New York 10016 |     |                                              





Backgrounds of our executive officers
and directors



Michael Jordan Friedman, L.L.M., J.D.  President, Chief Executive
Officer, Chief Financial Officer and Chairman of the Board. Mr. Friedman was
appointed to these positions in connection with the acquisition on December 16,
2005.  He previously held that position with Fresh Harvest Products, Inc.
(New York) from November 26, 2003 until the acquisition.  Mr. Friedman
earned a Masters of Law in Taxation, May 2005, and is a graduate of New York Law
School, May 2003.  Mr. Friedman acquired the Series 7 and 63 securities
brokerage licenses at the age of nineteen (1996), and worked in corporate
finance, and then investment banking as a financial advisor/stock broker until
1997.  Mr. Friedman consulted in the food industry as a partner of The
Willis Group, Inc. from March 2001 to May 2004, working with rapidly growing
companies helping plan their expansion into existing and new markets.  He
is an advisor and on the Board of Directors of Talk Entertainment, Inc., a
privately held multi-media company since 2003.



Dominick M. Cingari  Chief Operating Officer and Director. Mr.
Cingari was appointed to these positions in connection with the acquisition on
December 16, 2005. He grew up in his familys retail food business (which, since
1990, has been the ownership and operation of eight Grade A ShopRite
supermarkets in the New York Metropolitan area) and from the age of 4 (1978) was
working in their stores initially stocking shelves and later earning the basics
of the business by working with suppliers, food brokers and distributors,
including working with those companies on promotions and product displays.
 After graduating with a degree in food marketing from St. Josephs
University in May 2000, Mr. Cingari worked for Polands Best, an importer and
distributor of gourmet/ethnic food products selling to supermarket chains from
July 2000 to February 2005.  Mr. Cingari, in May 2001 became self employed
in his own import, sales and distribution business that imported food products
from around the world, including: Italy, Poland, Greece and Hungary.  In
the operation of this business, he dealt with farmers, foreign and American
shipping and freighter companies, label and graphic designers, American
warehouses and retailers Mr. Cingari frequently traveled to



46



---

Europe and has helped develop food products step by step from the
farm to the supermarket shelves.  In addition, prior to joining Fresh
Harvest Food Products, Inc. in 2005, Mr. Cingari privately consulted with food
companies on product development, brand extensions and brand development,
marketing, and business development from 2001 through 2005.



Richard J. Verdiramo  Director. Mr. Verdiramo was appointed to
this position in connection with the acquisition on December 16, 2005. He has
been the President and director of SoySlim, Inc. a marketer of fortified soy
health drinks since April 2001.  On February 1, 2006, SoySlim, Inc. granted
our company and exclusive marketing and distribution license in connection with
its soy based products in consideration of 1,000,000 shares of our common stock.
Effective December 26, 2006, by mutual agreement, the arrangement was voided,
including the issuance of our common stock as consideration. We did not effect
any sales of SoySlim products pursuant to this arrangement prior to its
termination.  See Exhibit 99.3 attached hereto which is incorporated be
reference herein. Since December 2005, he has been President and director of
General Metals Corporation, a company that is actively seeking acquisition
candidates in the Mining and Exploration sector. He has been serving since
January 2002 as Vice President of Best Health, Inc. a company that develops,
acquires and markets medical products, particularly in the ocular health
consumer products market.  He was also the President of General Metals
predecessor company, RECOV Energy, Corp. February 2005  December 2005, a
company that was actively seeking a merger candidate in the energy reclamation
field and of Interactive Multimedia Network, Inc. from March of 1998 through its
name to RECOV.  Interactive Multimedia Network, Inc. provided internet and
traditional marketing services to corporations nationally.  Mr. Verdiramo
has extensive experience in the marketing of consumer products and brand
development.  He graduated from Providence College in 1986.



Jay Odintz, C.P.A. 
Director.  Mr. Odintz was appointed to this position in connection with the
acquisition on December 16, 2005. He is licensed as a CPA and CFP (Certified
Financial Planner) since 1983 and 1986, respectively.  Since 1983, he has
been an associate with Arthur Friedman CPA, a CPA firm located in New York since
1970. His specializations include: tax strategies for wealthy individuals and
business entities, financial reporting, real estate management, hedge fund and
commodity partnership accounting and asset management.  Mr. Odintz
graduated in 1981 from Queens College in New York with a B.A. in accounting.



(B)

OTHER OFFICERS AND
SIGNIFICANT EMPLOYEES



Administrative (non-executive)
officers and their backgrounds



Michael J. Scagliarini 
Vice President of Sales - Age 46  Mr. Scagliarini spent over 24 years working
in the corporate beverage world for Coca-Cola in both The Coca-Cola Bottling
Company of New York, Inc. and Coca-Cola Enterprises, Inc.  Going straight
from college to Coca-Cola Bottling and later moving upward to Coca-Cola
Enterprises, Mr. Scagliarini held various leadership positions in sales,
marketing and operations.  Mr. Scagliarini managed a team of 50+ employees
in Sales Operations servicing customers in all business channels and was
responsible for Key Accounts for major supermarkets in Connecticut and
Massachusetts, with over $65MM in annual sales, while increasing in Market Share
by 17% in 3 years.  In addition, Mr. Scagliarini is a certified instructor
for Management Essentials training program(s) where he taught managerial and
selling skills to hundreds of managers.  Mr. Scagliarini is an active
member of the Connecticut Food Association.   He volunteers his time
to support a number of organizations including: The American Lung Association
and The Juvenile Diabetes Research Foundation and he is a member of The
Connecticut Audubon Society and Defenders of Wildlife.  Mr. Scagliarini
volunteers his time coaching youth soccer and baseball and is very active in his
local community.  Mr. Scagliarini enjoys spending time outdoors with his
family, including: fishing (catch & release), golf, hiking, and swimming.
 He also enjoys cooking organic gourmet meals for his family and friends.
 Mr. Scagliarini resides with his wife and three children in Milford, CT.
 Mr. Scagliarini received his Bachelors degree with honors in Marketing and
Management from Franklin Pierce College, Rindge, NH.



Michael Ferro -
Information Technology Manager - Age 34 - Mr. Ferro has over 15 years experience
in the internet technology field.  Mr. Ferro is responsible for the set-up,
configuration and administration of the corporate (remote) server
infrastructure, the installation, configuration and support of all user
applications, the administration of domains, configuration of DNS, email
records, editing the content and layout and all edits and changes to the company
website.  Mr. Ferro developed and maintains the Companys recently launched
online web-store and all of its components (i.e. paypal, online processes, etc).
 He has experience in several other industries, including accounting,
retail, food and restaurant. He is a graduate of George Washington
University.



Roman Mayer  Creative
Designer  Age 68-Mr. Mayer has more than 40 years experience in
branding, brand positioning, packaging, corporate identity, advertising and
marketing in all media, with a focus on food and beverage manufacturers and
retailers. Since 1990, when he founded his own graphic design company, RM
Associates, Inc. in Stamford CT., Mr. Mayer has been the principal of this firm
working in the areas of graphic label development, website



47



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design,
advertising, and the production of sales, marketing and promotional materials
for client companies. RM Associates, Inc.s clients include The Great Atlantic
& Pacific Tea Company (A&P); Price Chopper Supermarkets, and Win-Dixie
Stores, Inc.  In the past, he has also produced programs for: Shop-Rite
Supermarkets, Pathmark Supermarkets, Pueblo Supermarkets, Lenders Bagels,
Hillshire Farm Smoked Sausage, and Dewars White Label Scotch Whiskey.



Board of Advisors and their
backgrounds



Lawrence J. Kremer  Age
57 - Mr. Kremer began his 40 year career in the retail food business at Publix
Supermarkets. As a Corporate Category Director for Publix Supermarkets (from
1991 through 2004), Mr. Kremer was responsible for developing over $750 million
in corporate sales within the pet food and paper categories, two of the top ten
categories within the company. He was responsible for developing market analysis
and tracking methods to identify business opportunities, and provided Public top
management with strategies to grow additional categories within the store.
 Mr. Kremer worked through the ranks as Stock Clerk, Store Manger, Buyer,
and Category Director for all (780) stores in the organization as well as
overseeing the procurement of seven warehouses. Since 2004, Mr. Kremer has
retired from full time business activities.



Salvatore J. Cingari 
Age  61  Since 1990, Mr. Cingari has owned and operated eight Grade A ShopRite
supermarkets. Mr. Cingari has been in the retail supermarket business for over
40 years and grew his business from several small stores to eight stores with
revenues in excess of $250 million dollars.  Mr. Cingari has hands on
experience in all facets of the food retailing business.



Harry Topalian  Age 73
- Mr. Topalian is the holder of twelve patents and numerous inventions.  In
Mr. Topalians 37 year career at General Foods he is credited with the
development of the enormously successful lines of Stove Top Stuffing, Jell-O
1-2-3 and Oven Fry.  Since 1998, Mr. Topalian is the founder and principal
of The Topalian Group, a food product quality and standards consulting firm that
provides such services as product development consulting and quality control and
laboratory testing.



Joseph Ackilli  Age 69
- Mr. Ackilli holds a Master of Science Degree from Stevens Institute of
Technology with emphasis on Physical and Organic Chemistry.  He has 31
years experience at General Foods and Kraft Corp. as Associate Director of
product development. Mr. Ackillis major accomplishments include: development
and implementation of Crystal Light Beverages which has generated $700 million
in profits. He was a key member of acquisition team for Capri Sun Beverages. He
developed frozen bread dough technology which led to successful introduction of
DeGiorno frozen pizza. He was involved in the development of a line of natural
soy products. Since 2001, Mr. Ackilli has worked with Mr. Topalian at The
Topalian Group, a food product quality and standards consulting firm.



Anthony Buono - Age - 58
- Mr. Buono has been in the consumer packaged goods industry for over  30
years.  Mr. Buono is a Former Vice President of Sales of Pillsbury; a
Former Senior Vice President of Hartz Mountain and is currently a Vice President
of Marketing & Sales Premio Foods, one of the largest manufacturers of
sausages in the United States. Mr. Buono is very seasoned in the sales and
growth stages of a company and has extensive contacts in the retail and
institutional food market.



We have no other
executive officers or significant employees.



(C)
  FAMILY RELATIONSHIPS



None.



(D)
  INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS



To the knowledge of the
Company, none of its officers or directors has been personally involved in any
bankruptcy or insolvency proceedings within the last five years. Similarly, to
the knowledge of the Company, none of the directors or officers, within the last
five years, have been convicted in any criminal proceedings (excluding traffic
violations and other minor offenses) or are the subject of a criminal proceeding
which is presently pending, nor have such persons been the subject of any order,
judgment, or decree of any court of competent jurisdiction, permanently or
temporarily enjoining them from acting as an investment advisor, underwriter,
broker or dealer in securities, or as an affiliated person, director or
insurance company, or from engaging in or continuing in any conduct or practice
in connection with any such activity or in connection with the purchase or sale
of any security, nor were any of such persons the subject of a federal or state
authority barring or suspending, for more than 60 days, the right of such person
to be engaged in any such activity, which order has not been reversed or
suspended.



48



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(E) AUDIT
COMMITTEE FINANCIAL EXPERT



The Company does not
have an audit committee financial expert; as such term is defined in Item 401(e)
of Regulation S-B, serving on its audit committee because it has no audit
committee and is not required to have an audit committee because our common
stock trades on the OTC:BB and is not a listed security.



(F)
 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



Section 16(a) of the
Exchange Act requires the Companys directors, executive officers, and persons
who beneficially own more than ten percent of a registered class of the
Companys equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company for the period covered by the Report. Specifically, for the year
ending October 31, 2007, our officers, directors, and greater than ten percent
beneficial shareholders were required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. To the best of the Companys
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by the Company, for the year ending October 31, 2006, each of
the Companys directors, executive officers, and persons who beneficially own
more than ten percent of a registered class of the Companys equity securities
as made the required filings except as follows:  Michael Jordan Friedman
(Officer, Director and  a greater than ten percent beneficial shareholder)
filed his Form 3 late, and one Form 4 (reporting one transaction) late; Dominick
Cingari (Officer and Director) filed his Form 3 late and two Form 4s (each
reporting one transaction) late; William A. Bodine (Former Officer and Director)
filed a Form 3 late; Marcia Roberts (a greater than ten percent beneficial
shareholder) filed her Form 3 late; and Illuminate, Inc. (a greater than ten
percent beneficial shareholder) filed its Form 3 late. In addition, since the
fiscal year ending October 31, 2006, Directors Jay Odintz and Richard Verdiramo
each have failed to file the required Form 3. Each director has been advised to
address this oversight.

(G)
 CODE OF ETHICS



We have adopted a code
of ethics that applies to all of our executive officers and employees.  See
Exhibit 14 to our Registration Statement on Form SB-2 posted on May 12, 2006
Code of Ethics, for more information. Also, we posted our code of ethics on our
website at www.freshharvestproducts.com/CODEOFETHICS.pdf.  We will
undertake to provide any person with a copy of our Code of Ethics free of charge
upon written request. We believe that our code of ethics is reasonably designed
to deter wrongdoing and promote honest and ethical conduct; provide full, fair,
accurate, timely and understandable disclosure in public reports; comply with
applicable laws; ensure prompt internal reporting of code violations; and
provide accountability for adherence to the code. However, since we currently
have only two officers and four directors, it will be difficult to have an
independent person act as a code of ethics compliance officer to oversee
compliance with the Code of Ethics. As a result, our management may have an
inherent conflict of interest in enforcing our Code of Ethics.



(H) INDEPENDENT DIRECTORS



We consider one of our
four directors (Jay Odintz) to be independent.



(I) CONFLICTS OF INTEREST



Each of our executive
and administrative officers, including our Chief Executive Officer/Chief
Financial Officer, Michael Jordan Friedman, reserves the right to devote some
time to other business endeavors.



Director Richard
Verdiramo is the son of the principal of Illuminati, Inc., a firm with which we
are in litigation. See Part I, Item 3, above. Richard Verdiramo did not
participate in any Board of Directors meetings during fiscal year 2007.



Regarding a possible
conflict of interest we may have complying with our Code of Ethics, see the
Code of Ethics, above.



ITEM 10.  EXECUTIVE
COMPENSATION



The following summary
compensation tables set forth information concerning the annual and long-term
compensation for services in all capacities to the Company for the year ended
October 31, 2007 of those persons who were, at October 31, 2007 (i) the
president, chief executive officer and chief financial officer (Michael J.
Friedman) and



49



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(ii) the other
most highly compensated executive officers of the Company, whose annual base
salary and bonus compensation was in excess of $100,000 (Dominic Cingari  Chief
Operating Officer):



|                                                                                                                                                                                                                           |          |                |               |                       |                              |                                                |                                                     |                                |              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------- | -------------- | ------------- | --------------------- | ---------------------------- | ---------------------------------------------- | --------------------------------------------------- | ------------------------------ | -------------
|SUMMARY COMPENSATION TABLE                                                                                                                                                                                                
|Name and
Principal
position
(a)                                                                                                                                                                                            | Year
(b) | Salary
($)
(c) | Bonus
($)
(d) | Stock
Awards

($)
(e) | Option
Awards
Vested ($)
(f) | Non-Equity Incentive
Plan Compensation
($)
(g) | Nonqualified Deferred
Compensation Earnings
($)
(h) | All
Other
Compensation
($)
(i) | Total
($)
(j)
|Michael J.
Friedman,
President,
CFO  and
CEO                                                                                                                                                                               | 2007     | 6,800 (1)      | 0             | 0                     | 0                            | 0                                              | 0                                                   | 5,730 (2)                      | 12,530       
|Dominick
Cingari,
COO                                                                                                                                                                                                      | 2007     | 132,000        | 0             | 5,000 (3)             | 0                            | 0                                              | 0                                                   | 5,730 (2)                      | 142,730      
|(1)
   Mr. Friedman has not accrued any of his annual salary to
date.
(2)
   Medical insurance payments made on behalf of these
employees.
(3)
   500,000 shares of our issued as additional compensation
to this officer.



Stock Option and Equity Compensation Plans



The Company does not have any stock
option or equity plans currently in place.



Employees and Employment Agreements



Currently, we have no
employees except for our current executive officers (two), one full time sales
associate and administrative (two) officers. As needed, we intend to hire third
party independent contractors to provide services to us including such functions
as: marketing, advertising and sales.



Our two executive
officers, Michael Jordan Friedman (President and Chief Financial Officer) and
Dominick M. Cingari (Chief Operating Officer) have entered into employment
agreement as summarized below. The employment of our two administrative
(non-executive officers) is currently not covered by written employment
agreements.



Mr. Friedmans
employment as our president is governed by a November 1, 2005, five year
employment agreement that provides for a monthly salary of $10,000 along with
certain equity incentives. The monthly salary is to increase to $12,000 upon the
completion of adequate financing to allow the payment of such compensation.
Currently, Mr. Friedman is not being paid under this agreement and will not be
paid until and only if we have sufficient working capital to permit payment of
his salary. At this time, we believe that Mr. Friedman will waive any salary
payments that have not been paid. However, we cannot be certain that that will
be the case.  If and when we have the financial resources to do so, Mr.
Friedman shall also receive fringe benefits in like kind and quality as our
other executives. To date, we have not instituted any benefit plan among our
employees.  A copy of his employment agreement is attached as an exhibit to
our Form 8-K filing made with the SEC on January 27, 2006, and incorporated by
reference herein.



Mr. Cingaris employment
as our chief operating officer is governed by a November 1, 2005, five year
employment agreement that provides for a monthly salary of $8,000 along with
certain equity incentives including the issuance of 600, 000 shares of our
restricted common stock. The monthly salary is to increase to $11,000 upon the
completion of adequate financing to allow the payment of such compensation.
Currently, Mr. Cingari is being paid under this agreement and will continue to
be paid only if we have sufficient working capital to permit payment of his
salary.  If and when we have the financial resources to do so, Mr. Cingari
shall also receive fringe benefits in like kind and quality as our other
executives. To date, we have not instituted any benefit plan among our
employees.  A copy of his employment agreement is attached as an exhibit to
our Form 8-K filing made with the SEC on January 27, 2006, and incorporated by
reference herein.



Currently, we have
health insurance for the two executive officers.  We do not have pension,
annuity, stock options, profit sharing or similar benefit plans; however, we
intend to adopt plans in the future. There are presently no personal benefits
available to any employees.





50



---

As previously discussed in our Management section, we have
adopted a Code of Ethics. The Code is not intended to cover every possible
situation in which an employee may find himself or herself. It is meant to give
each employee the boundaries within which we expect each employee to conduct him
or herself while representing our company. An employee may find himself or
herself in a situation where there is no clear guidance given by the Code. If
that occurs, we expect that the employee rely upon the return to the objective
stated below: common sense, good judgment, high ethical standards and integrity.



Retirement, Resignation or Termination Plans



We sponsor no plan, whether written or
verbal, that would provide compensation or benefits of any type to an executive
upon retirement, or any plan that would provide payment for retirement,
resignation, or termination as a result of a change in control of our Company or
as a result of a change in the responsibilities of an executive following a
change in control of our Company.



Directors Compensation



Currently, we do not
compensate our Directors (in any fashion including stock options or warrants or
with stock awards) for their services as directors, nor do we plan to do so in
the foreseeable future. We will however, reimburse our Directors for reasonable
expenses they may incur in attending or participating in board meetings. To
date, we have not made such reimbursements.The 500,000 shares of
restricted common stock issued to Mr. Dominick Cingari during fiscal year 2007
were issued to him in his capacity as an officer of the Company, not as a
director.



Indemnification of Directors and
Officers



Currently, our
certificate of incorporation and by-laws do not provide that for indemnification
our directors, officers, employees and other agents. However,  our board of
directors can amend the by-laws, and since they own a majority of our shares
outstanding, they can cause our certificate of incorporation to be amended so
that we can indemnify  our directors, officers, employees and other agents
to the fullest extent  permitted by New Jersey law;  provided,
 that such indemnified persons  acted in good faith and in a manner
 reasonably  believed  to be in our best interest,  and,
with respect to any criminal proceeding,  had no reasonable cause to
believe such conduct was unlawful. We do not currently maintain liability
insurance for our officers and directors. However, we may obtain such insurance
in the future.



Similarly, our
certificate of incorporation does not provide for exculpability for our officers
and directors from personal liability for claims of breach of duty made by our
company or our shareholders. However, present board of directors because of
their majority ownership of our shares, can amend our  certificate of
 incorporation  to provide that our officers and  directors will
not be personally  liable to us or our  shareholders for damages for
breach of any duty owed to us or our shareholders,  except for liabilities
arising from any breach of duty based  upon an act or  omission
 (i) in breach of the duty of loyalty to us, (ii) not in good faith or
involving a knowing violation of law or (iii)  resulting in receipt by such
director or officer of an improper  personal benefit.



Section 14A:3-5(2) of
the New Jersey Business Corporation Act (the Act) empowers a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, arbitrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact that
he is or was a corporate agent (i.e., a director, officer, employee or agent of
the corporation or a director, officer, trustee, employee or agent of another
related corporation or enterprise), against reasonable costs (including
attorneys fees), judgments, fines, penalties and amounts paid in settlement
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal proceedings, had no reasonable cause to believe that the conduct
was unlawful.



Section 14A:3-5(3) of
the Act empowers a corporation to indemnify a corporate agent against reasonable
costs (including attorneys fees) incurred by him or her in connection with any
proceeding by or in the right of the corporation to procure a judgment in its
favor which involves the corporate agent by reason of the fact that he or she is
or was a corporate agent, if he or she acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. However, no indemnification may be made in respect to any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation, unless and only to the extent that the Superior Court of New
Jersey or the court in which such action or suit was brought shall determine
that despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.



Section 14A:3-5(4) of
the Act provides that to the extent that a corporate agent has been successful
in the defense of any action, suit or proceeding referred to above or in the
defense of any claim, issue or matter therein, he or she shall be



51



---

indemnified
against expenses (including attorneys fees) incurred by him or her in
connection therewith. Section 14A:3-5(8) provides that the indemnification
provided for by Section 14A:3-5 shall not be deemed exclusive of any rights to
which the indemnified party may be entitled, with certain exceptions. Section
14A:3-5(9) empowers a corporation to purchase and maintain insurance on behalf
of a director or officer of the corporation against any liability asserted
against him or expenses incurred by him or her in any such capacity or arising
out of his or her status as such whether or not the corporation would have the
power to indemnify him or her against such liabilities and expenses under
Section 14A:3-5.



Section 14A:2-7 of the
Act provides that a New Jersey corporation's "certificate of incorporation may
provide that a director or officer shall not be personally liable, or shall be
liable only to the extent therein provided, to the  corporation or its
shareholders for  damages for breach of any duty owed to the corporation or
its shareholders, except that such provision shall not relieve a director or
officer from liability for any breach of duty based upon an act or omission (a)
in breach of such person's duty of loyalty to the corporation or its
shareholders, (b)    not in good faith or involving a knowing
violation of law or (c) resulting in receipt by such person of an improper
personal benefit. As used in this subsection, an act or omission in breach of a
person's duty of loyalty means an act or omission which that person knows or
believes to be contrary to the best interests of the corporation or its
shareholders in connection with a  matter in which he has a material
conflict of interest."



Regarding indemnification for
liabilities arising under the Securities Act of 1933, as amended,  that may
be permitted to directors or officers under New Jersey, we have been informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.



ITEM 11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS



The following table sets
forth, as of the January 24, 2008, the total number of shares of common stock
owned beneficially by directors and executive officers, individually, and as a
group, and the present owners of 5% or more of our total outstanding shares. The
stockholders listed below have direct ownership of his or her shares and
possesses sole voting and dispositive power with respect to the shares. Unless
otherwise indicated, the address for each shareholder below is that of the
Company, i.e. 280 Madison Avenue, Suite 1005, New York, NY 10016.



|Name
and address
Number
of Shares
Percent
Title of Class
of
beneficial owner
beneficially
owned (1)
of class (2)

Shares
of common stock
Michael
Jordan Friedman (3)
5,720,307
28.03%

Shares
of common stock
Dominick
Cingari (3) (7)
2,600,000
12.74%

Shares
of common stock
Jay
Odintz (4)
400,000
1.96%

Shares
of common stock
Richard
J. Verdiramo (4) (5)
-0-
0.00%
3163
Kennedy Boulevard
Jersey
City New Jersey 0730

Shares
of common stock
Marcia
Roberts (6)
2,450,000
12.00%


Shares
of common stock
Illuminate,
Inc. (5)
4,013,810
19.67%
3163
Kennedy Boulevard
Jersey
City New Jersey 0730

Shares
of common stock
All
officers and directors as a
Group
(four) (8)
8,720,307
54.73%
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(1)

The listed beneficial
owner has no right to acquire any shares within 60 days of the date of this
Report from options, warrants, rights, conversion privileges or similar
obligations.

(2)

Based on 20,408,238
shares of common stock issued and outstanding as of January 24, 2008. This does
notinclude the approximate 775,000 shares of common stock into which our
issued and outstanding convertible



52



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promissory notes that we have issued can be converted. We cannot
be assured any of these notes will be converted into common stock.

(3)

Officer and
Director.

(4)

Director only.

(5)

Richard Verdiramo is
the son of the principal shareholder of Illuminate, Inc., who is one of our
principal shareholders. Richard Verdiramo denies any beneficial, dispositive,
voting or equitable interest in the shares owned by Illuminati, Inc. We are
involved with in a lawsuit with Illuminati, Inc. See Part I Item 3, above.

(6)

Marcia Roberts is
the mother of our president and chairman of the board, Michael Jordan Friedman.
They each deny beneficial, dispositive, voting or equitable interest in each
others stock.

(7)

These shares do not
include 131,170 shares held by members of his family including 75,000 held by
his father Salvatore J. Cingari, a member of our advisory board. Dominick
Cingari denies any beneficial, dispositive, voting or equitable interest in the
shares owned by his family members.

(8)

Not included in this
Group are the two administrative (non-executive) officers who together own an
additional 350,000 shares of common stock and the five members of our advisory
board who together own an additional 435,000 shares of common stock.



ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



Other than as disclosed
above in Item 11. Security Ownership of Certain Beneficial Owners and
Management And Related Stockholder Matters, none of our directors or executive
officers, nor any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to all of our outstanding
shares, nor any members of the immediate family (including spouse, parents,
children, siblings, and in-laws) of any of the foregoing persons has any
material interest, direct or indirect, in any transaction since our
incorporation or in any presently proposed transaction which, in either case,
has or will materially affect us.



We were formed in New
Jersey as a blank check company on April 21, 2005, under the name Serino 1,
Corp.  Our sole shareholder, officer and director at the time of formation
was Vincent L. Verdiramo, who was issued his shares of our $.001 par value
common stock (100,000 shares) in consideration of the payment of $100.  On
May 1, 2005, Vincent L. Verdiramo returned 90,000 of his shares to treasury for
cancellation and possible subsequent reissuance at a future time.  On
December 16, 2005, we acquired Fresh Harvest Products, Inc., a New York
corporation, by issuing 383,628 shares of our common stock (the Exchange
Shares) to its 29 shareholders in exchange for their 383,628 shares of common
stock (which was all of the acquired companys then issued and outstanding
shares).  Included among the 29 acquired companys shareholders who
received our shares in the aforementioned exchange are the following former
officers and directors of that company who became officers and/or directors of
our company upon our acquisition of Fresh Harvest Products, Inc (the New York
corporation):



Michael Jordan Friedman

114,000 shares

Dominick Cingari

33,333 shares

Jay Odintz

10,000 shares



In addition, Michael
Jordan Friedmans mother, Marcia Roberts, and Robert C. Willis and A. William
Bodine, a former officer and director, were issued 81,667, 100,000 and 5,085
Exchange Shares, respectively, in the December 16, 2005 acquisition transaction.
 Ms. Roberts and her son, Mr. Friedman, deny beneficial, voting or
dispositive interest in each others stock.  Pursuant to an agreement
between the parties, Mr. Bodines Exchange Shares of 5,085 were cancelled in
connection with his resignation as an officer and director of our company.



In connection with the
December 16, 2005 acquisition transaction, Vincent L. Verdiramo returned his
remaining 10,000 of our common stock to us for retirement. In consideration for
returning these shares, on December 16, 2005, we issued his affiliate
corporation, Illuminate, Inc., 165,532 shares of our common stock. Vincent
Verdiramo is the father of one our directors, Richard J. Verdiramo.  Also,
in connection with the December 16, 2005 acquisition, we agreed to pay
Illuminate, Inc. $400,000 in or about December 2007. Richard Verdiramo denies
beneficial, voting and dispositive interest in the stock of Vincent Verdiramo
and Illuminate, Inc.



Between November 2005
and March 2006, will privately sold shares of our common to 11 unaffiliated
investors for a total of $126,000.



On February 1, 2006, we
issued 689,762 shares of our restricted common stock to 41 individuals
(including one director and four members of our advisory board to our board of
directors) for services previously rendered to Fresh Harvest Products, Inc., the
New York corporation, prior to its acquisition, collectively valued at
$6,897.62.





53



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Similarly, on February 1, 2006, we issued 8,915,425 shares of our
restricted common stock to five of our officers and principal shareholders for
services previously rendered to Fresh Harvest Products, Inc., the New York
corporation, prior to its acquisition, collectively valued at $89,154.25. The
shares were issued as follows:



Michael Jordan Friedman

2,886,000

Dominick Cingari

966,667

Marcia Roberts

1,668,333

Illuminate, Inc.

3,104,425

William Bodine

261,188*



* Pursuant to an agreement between the
parties, these shares were cancelled in connection with his resignation as an
officer and director of our company.



Also, on February 6,
2006, we issued an additional 4,214,160 shares of restricted common stock to
four of our officers, directors and principal shareholders for services
previously rendered to Fresh Harvest Products, Inc the New York corporation
prior to its acquisition, collectively valued at $42,141.60.  The shares
were issued as follows:



Michael Jordan Friedman

2,070,307

Dominick Cingari

700,000

Marcia Roberts

700,000

Illuminati International, Corp.

743,853



On the 10th of April,
2006, A. William Bodine resigned for personal reasons from his post of CFO. He
exercised his contractual right to leave the corporations employ and was
granted compensation owed to him and insurance coverage for six months from the
date of his resignation.



Prior to the acquisition
by Serino 1, Fresh Harvest (the New York Corporation) accepted convertible loans
from six individuals for an aggregate of $100,000.00. The convertible loan notes
provided for conversion of principal and interest into shares of common stock at
an average rate of $.50 per share or a 35% discount to the market price. The
interest rate on the loans is 10% per annum. The convertible loan term for each
is either 18 months or 24 months. We have assumed responsibility for said loans.
The name of each lender and the maturity date and principal amount of each loan
are as follows:



Sarah Dumbrille

November
26, 2006

$20,000

Linda Willis

December 8,
2006

$10,000

Richard Charles Philip
Dumbrille

January 20,
2007

$10,000

Joseph Cingari

April 1,
2007

$15,000

Salvatore
Cingari

April 1,
2007

$30,000

Thomas Cingari

April 1,
2007

$15,000

Barry Moskowitz

March 8,
2006

$35,000

Hendrik Freund

September
9, 2008

$100,000

Nancy Stetson

November
30, 2008

$50,000

Margaret McMurrer

December
23, 2008

$18,000

Kathy Moynihan

January 29,
2009

$15,000

Max Greenfield

February
26, 2009

$30,000

Brian Donovan

April 17,
2009

$20,000

Matt Zoetzinger

April 17,
2009

$15,000

Michael J. Scagliarini

April 24,
2009

$15,000

Ronald DeAngelis

June 14,
2009

$15,000



On
January 19, 2007, the Company issued an additional 500,000 shares to Dominick
Cingari, our COO, for his services in such capacity during the fiscal year 2006.
Such shares were valued at $5,000.





54



---

ITEM
13. EXHIBITS



Exhibit

Description



3.1a

Certificate of Incorporation
                                                                                          Previously
Filed (1)

3.1b

Certificate of Amendment of
Certificate of Incorporation
                                           Previously
Filed (1)

3.1c

Certificate of Amendment of
Certificate of Incorporation
                                           Previously
Filed (2)

3.2

By-Laws
                                                                                                                        Previously
Filed (1)

10.1

Merger Agreement between Serino 1,
Corp. and Fresh Harvest Products, Inc.

(the NY corporation)
                                                                                                     Previously
Filed (2)

10.2

Friedman Employment Contract
                                                                                   Previously
Filed (2)

10.3

Cingari Employment Contract
                                                                                      Previously
Filed (2)

10.5

March 20, 2006 Purchase
Order
                                                                                   Previously
Filed (4)

10.6

June 1, 2005 Sarah
Dumbrille Loan Agreement
                                                           Previously
Filed (4)

10.7

June 8, 2005 Linda
Willis Loan Agreement
                                                                 Previously
Filed (4)

10.8

July 21, 2005 Richard
Charles Philip Dumbrille Loan Agreement
                              Previously
Filed (4)

10.9

October 1, 2005 Joseph
Cingari Loan Agreement
                                                        Previously
Filed (4)

10.10

October 3, 2005
Salvatore Cingari Loan Agreement
                                                   Previously
Filed (4)

10.11

October 3, 2005 Thomas
Cingari Loan Agreement
                                                     Previously
Filed (4)

10.12

Form of SoySlim
Agreement as executed as of February 1, 2006
                               Previously
Filed (7)

10.13

Factoring Agreement
between Platinum Funding Services LLC

and the Registrant
effective January 2, 2007
                                                                Previously
Filed (5)

10.14

Funding Agreement
between Platinum Funding Services LLC

and the Registrant
effective January 2, 2007
                                                                Previously
Filed (5)

10.15

Performance Guaranty
between Platinum Funding Services LLC

and Michael Friedman
                                                                                                  Previously
Filed (5)

10.16

Performance Guaranty
between Platinum Funding Services LLC

and Michael Friedman
                                                                                                  Previously
Filed (5)

10.17

Right of Set-Off Letter
in favor of Platinum Funding Services LLC

dated January 2, 2007
                                                                                                   Previously
Filed (5)

10.18

Security Agreement
between Platinum Funding Services LLC

and the Registrant
effective January 2, 2007
                                                                Previously
Filed (5)

10.19

March 8, 2006 Barry
Moskowitz Loan Agreement
                                                      Previously
Filed (7)

10.20

September 19, 2006
Hendrik Freund Loan Agreement
                                                Previously
Filed (7)

10.21

November 30, 2008 Nancy
Stetson Loan Agreement
                                                  Previously
Filed (8)

10.22

December 23, 2008
Margaret McMurrer Loan Agreement
                                          Previously
Filed (9)

10.23

January 31, 2009 Kathy
Moynihan Loan Agreement
                                                   Previously
Filed (10)

10.24

February 26, 2009 Max
Greenfield Loan Agreement
                                                   Previously
Filed (11)

10.25

April 17, 2009 Brian
Donovan Loan Agreement
                                                          Previously
Filed (12)

10.26

April 17, 2009 Matt
Zoetzinger Loan Agreement
                                                         Previously
Filed (13)

10.27

April 24, 2009 Michael
J. Scagliarini Loan Agreement
                                               Previously
Filed (14)

10.28

June 14, 2009 Ronald
DeAngelis Loan Agreement
                                                     Previously
Filed (15)

14

Code of Ethics
                                                                                                              Previously
Filed (4)

16

Letter by former CPA
                                                                                                   Previously
Filed (3)

31.1

Certification Chief
Executive Officer/Principal Financial Officer

required by Rule
13a-14(a) or Rule 15d- 14(a), Friedman
                                           Filed
herewith

32.1

Certification
Required by Rule 13a-14(b) or Rule 15d-14(b) and section

906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, Friedman
                Filed
herewith

99.1

Trademarks and Trade Names
                                                                                       Previously
Filed (4)

99.2

Correspondence voiding SoySlim
Agreement
                                                               Previously
Filed (5)

99.3

Corporate Certificate in favor of
Platinum Funding Services, LLC
                              Previously
Filed (6)



(1)

By the Registrant as an exhibit to its Form 10SB posted June 29,
2005.

(2)

By the Registrant as an exhibit to its Form 8 K posted January 27,
2006.

(3)

By the Registrant as an exhibit to its Form 8 K/A posted March 24,
2006.

(4)

By
the Registrant as an exhibit to its Form SB-2 posted on May 12, 2006.

(5)

By
the Registrant as an exhibit to its Form 8 K posted February 1, 2007.

(6)

By
the Registrant as exhibits to its Form 8 K posted January 5, 2007.

(7)

By
Registrant as an exhibit to its Form 10K for the fiscal year ended

October
31, 2006 posted on February 9, 2007.

(8)

By the Registrant as an exhibit to its Form 10QSB posted March 26,
2007

(9)

By the Registrant as an exhibit to its Form 10QSB posted March 26,
2007.



55



---

(10)

By the Registrant as an exhibit to its Form 10QSB posted June 14,
2007

(11)

By
the Registrant as an exhibit to its Form 10QSB posted June 14, 2007

(12)

By
the Registrant as an exhibit to its Form 10QSB posted June 14, 2007.

(13)

By
the Registrant as an exhibit to its Form 10QSB posted June 14, 2007.

(14)

By
Registrant as an exhibit to its Form 10QSB posted June 14, 2007.

(15)

By
Registrant as an exhibit to its Form 10QSB posted September 14, 2007.



ITEM 14.  PRINCIPAL ACCOUNTANT FEES
AND SERVICES



The following is a summary of the fees
billed to us by the principal accountants to the Company for professional
services rendered for the fiscal years ended October 31, 2006 and 2007:





|Fiscal 2006
Fiscal 2007
Fee
Category
Fees
Fees


Audit Fees
$     5,000
$
  10,200
Audit
Related Fees
$
           0
$
            0
Tax Fees
$
           0
$
            0
All Other
Fees
$
           0
$
            0
--------------
--------------
Total Fees
$     5,000
$
  10,200
========
========
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Audit Fees.



Consists of fees billed
for professional services rendered for the audit of our financial statements and
review of interim consolidated financial statements included in quarterly
reports and services that are normally provided by the principal accountants in
connection with statutory and regulatory filings or engagements.



Audit Related Fees.



Consists of fees billed
for assurance and related services that are reasonably related to the
performance of the audit or review of our consolidated financial statements and
are not reported under "Audit Fees".



Tax Fees.



Consists of fees billed
for professional services for tax compliance, tax advice and tax planning. These
services include preparation of federal and state income tax returns.



All Other Fees.



Consists of fees for
product and services other than the services reported above.



Pre-Approval Policies and Procedures.



Prior to engaging its
accountants to perform a particular service, the Company's Board of Directors
obtains an estimate for the service to be performed. All of the services
described above were approved by the Board of Directors in accordance with its
procedures.





56



---





SIGNATURES



In accordance with
Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.





Fresh Harvest Products, Inc.

(Registrant)







/s/  Michael Jordan Friedman

__________________________________________

Michael Jordan Friedman

(Chief Executive Officer, Chief Financial
Officer, President and Chairman of the Board of Directors)





Date: February 25, 2009











57



---







|INDEX TO
ATTACHED EXHIBITS                                                                                                                                                                                                                                                                                | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit 31.1 - Certification Chief Executive
Officer/Principal Financial Officer required by Rule 13a-14(a) or Rule
15d- 14(a), Friedman
Exhibit
32.1 -  Certification Required by Rule 13a-14(b) or Rule 15d-14(b)
and section   906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350, Friedman | 









58