UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended January 31, 2007  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the transition period from _____________ to _____________  Fresh Harvest Products, Inc. (Name of small business issuer in its charter)  New Jersey000-5139033-1130446(State or other jurisdiction of incorporation or organization)(Commission File  Number)(I.R.S. Employer Identification Number)  280 Madison Avenue, Suite 1005, New York, NY10016(Address of principal executive offices)(Zip Code)  Issuers telephone number:  (212) 889-5904  Check whether the issuer (1) has filed all documents and reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filings for the past 90 days.   YES  [X]     NO   [  ]  Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2  of the Exchange Act.)  [ ] Yes [X] No  APPLICABLE ONLY TO CORPORATE ISSUERS:  State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  March 19, 2007  16,014,475  Transitional Small Business Disclosure Format (Check one): Yes [ ] No[X]    1      FRESH HARVEST PRODUCTS, INC. FORM 10-QSB  INDEX   Part I-- FINANCIAL INFORMATION  Item 1. Financial Statements as of January 31, 2007   Balance Sheet 3 Statements of Operations 4 Statement of Stockholders Equity 5 Statements of Cash Flows 6 Notes to Financial Statements 7-11  Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operation 12  Item 3. Control and Procedures 17  Part II-- OTHER INFORMATION  Item 1. Legal Proceedings 18  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18  Item 3. Defaults upon Senior Securities 18  Item 4. Submission of Matters to a Vote of Security Holders 19  Item 5. Other Information 19  Item 6. Exhibits 20  Signature 20  Exhibits attached         2      PART I  Item 1.  FINANCIAL INFORMATION   FRESH HARVEST PRODUCTS, INC.
(A Development Stage Company)
Balance SheetJanuary 31, 2007(unaudited)ASSETSCurrent AssetsCash in Bank$               35,421Accounts Receivable, net40,931Prepaid Expenses1,295Inventory224,840Total Current Assets302,487Fixed Assets, net31,086TOTAL ASSETS$              333,573LIABILITIES & STOCKHOLDERS' DEFICITCurrent LiabilitiesAccounts Payable$               67,030Accrued Expenses Payable80,555Payroll and Related Taxes Payable96,974Loans Payable, current portion532,500Loans Payable to Related Parties277,321Inventory Financing Payable61,216Total Current Liabilities1,115,596Long-Term LiabilitiesLoans Payable168,000Total Liabilities1,283,596Stockholders' DeficitCommon Stock, Authorized 200,000,000 Shares,Issued and Outstanding: 16,014,475 Shares,Par Value $0.00011,601Paid in Capital540,374Accumulated Deficit(1,491,998)Total Stockholders' Deficit(950,023)TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT$              333,573   The accompanying notes are an integral part of these statements  3       FRESH HARVEST PRODUCTS, INC.
(A Development Stage Company)
Statements of Operations
(unaudited)Quarter Ended January 31, 2007Quarter Ended January 31, 2006Since Inception [Nov 26, 2003] Through January 31, 2007Revenue$       46,506$              -$               224,073Returns(21,504)-(21,504)Total Revenue25,002-202,569Cost of Goods Sold34,352-153,351Gross Profit(9,350)-49,218Operating ExpensesDepreciation & Amortization1,522-3,822Merger Costs-400,000400,000General & Administrative207,251114,6361,137,394Total Expenses208,773514,636(1,541,216)Loss before Taxes(218,123)(514,636)(1,491,998)Provision for Income Taxes---Net Loss$   (218,123)$  (514,636)$         (1,491,998)Basic and Diluted Loss per Share$         (0.01)$        (0.03)$                  (0.09)Weighted Average Number of Shares15,808,04215,166,84016,160,258  The accompanying notes are an integral part of these statements    4        FRESH HARVEST PRODUCTS, INC.
(A Development Stage Company)
Statement of Stockholders Deficit
For the period from November 1, 2006 to January 31, 2007
(unaudited)CommonStockPaid inAccumulatedSharesAmountCapitalDeficitTotalBalance at October 31, 200616,166,840$1,617$505,594$(1,273,875)$(766,664)Shares Issued November 200633,83533,2803,283Shares Issued December 20068,3001829830Shares Decreased (December 2006)(1,000,000)(100)(49,900)(50,000)Shares Issued January 2007805,5008080,57180,651Net Loss for the Quarter ended January 31, 2007(218,123)(218,123)Balance, January 31, 200716,014,475$1,601$540,374$(1,491,998)$(950,023)   The accompanying notes are an integral part of these statements  5       FRESH HARVEST PRODUCTS, INC.
(A Development Stage Company)
Statements of Cash Flows
(unaudited)Quarter Ended January 31, 2007Quarter Ended January 31, 2006Since Inception [Nov 26, 2003] Through January 31, 2007Cash flows provided by (used for) operating activities:Net loss$     (218,123)$ (514,636)$           (1,491,998)Adjustments to reconcile net loss to net cash provided by (used for) operating activities:Depreciation & Amortization1,52203,822Stock issued for services84,76415,300349,203Stock issued for product rights--50,000Merger costs-400,000400,000Changes in assets and liabilities:Increase (Decrease) in accrued expenses payable20,796(1,200)80.555Increase in accounts payable3,715067,030Increase in payroll and related taxes payable20,87615,97896,974Increase/(Decrease) in accounts receivable74,8260(40,931)(Increase) in prepaid expenses(1,295)0(1,295)Increase in inventory(77,139)(224,840)Increase in inventory financing payable61,216061,216Net cash provided by (used for) operating activities(28,842)(84,558)(650,264)Cash flows provided by (used for) investing activities:Organization costs00(250)Purchase of fixed assets(2,658)0(34,658)Cash procided by (used for) investing activities(2,658)0(34,908)Cash flows provided by (used for) financing activities:Loan Payments(10,000)(72,000)Proceeds from issuance of loans payable from Related Parties00288,821Proceeds from issuance of loans payable126,0000361,000Sale of common stock090,000123,969Redemption of Capital Stock (SoySlim)(50,000)0(50,000)Capital Contributions0068,803Cash provided by (used for) financing activities66,00090,000720,593Net Change in Cash34,5005,44235,421Beginning Cash92130,2350Ending Cash$          35,421$     35,677$                  35,421  The accompanying notes are an integral part of these statements  6      FRESH HARVEST PRODUCTS, INC. (A Development Stage Company) Notes to Financial Statements January 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 development stage company organized to market and distribute 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.  As a development stage company, 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 January 31, 2007, the Company had approximately $35,421 in cash.  Management believes that cash on hand as of January 31, 2007 is not sufficient to fund operations through January 31, 2007.  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 starting generating revenue, has received loans to purchase inventory and has entered into a factoring agreement to finance its receivables.  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.    7      FRESH HARVEST PRODUCTS, INC. (A Development Stage Company) Notes to Financial Statements January 31, 2007  NOTE  2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES  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 calculated by dividing the Companys net income(loss) available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted during the period for any potentially dilutive debt or equity.  The Company has not issued any options or warrants or similar securities since inception.  Potentially dilutive common shares of approximately 275,000 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. There has been no advertising during the period.      8      FRESH HARVEST PRODUCTS, INC. (A Development Stage Company) Notes to Financial Statements January 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.  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.  NOTE 4. LOANS PAYABLE  Loans payable consist of the following:  January 31, 2007Convertible 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 on a note that was due in November 2006 and may seek extensions on others as they come due.$90,000Note payable incurred in connection with reverse merger, due December 16, 2007  see Note 1400,000Convertible 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 may negotiate extensions for loans due in September 2007.35,000Convertible 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.100,000Convertible 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.50,000Convertible 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.18,000Non-convertible short term loan bearing interest at a rate of 5% and due in January 2007.7,500Total:$700,500Current portion(532,500)Long Term$242,500  9      FRESH HARVEST PRODUCTS, INC. (A Development Stage Company) Notes to Financial Statements January 31, 2007  NOTE 5. STOCKHOLDERS EQUITY  Common Stock all Common Stock has a par value of $0.0001.  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.  As of January 31, 2007 deferred income taxes have been recorded due to the Company having no history of profitable operations.  Significant components of the Companys net deferred income taxes are as follows:      10      FRESH HARVEST PRODUCTS, INC. (A Development Stage Company) Notes to Financial Statements January 31, 2007  Net operating loss carry forwards $510,000 Less:  Valuation allowance (510,000) Net deferred income tax asset $           0  During the year ended January 31, 2007 the valuation allowance increased by $412,000.  NOTE 8. REVENUE AND EXPENSES  The Company currently has operations and revenue.  NOTE 9. OPERATING LEASES AND OTHER COMMITMENTS:  The Company also 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.  11      ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS  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 January 31, 2007 ($202,569). We only began having revenues from operations during the quarter ending July 31, 2006. Our net loss from inception until January 31, 2007 is $1,491,998 and to date, we have been dependent upon equity and debt financing. Since our inception through January 31, 2007, we have been funded through capital contributions of $68,803 from Michael Jordan Friedman, our President and Chief Executive Officer, from the sale of common stock between November 2005 through January 31, 2007 for gross proceeds of $123,969 to 11 investors, from convertible loans totaling $293,000 from ten individuals, and one private loan of $7,500. $68,000 of those convertible loans was issued during the quarter ended January 31, 2006 as well as the private loan of $7,500. In addition, Arthur Friedman, the father of the Companys President and CEO, has made advances to Fresh Harvest $213,821.00 since inception.  Illuminate, Inc., a principal shareholder, has made advances of $13,000 to Fresh Harvest. Such advances do not have written terms and are not convertible nor is the $7,500 private loan.  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 the controlling shareholders of our company. The acquisition was considered a reverse acquisition for accounting and financial reporting purposes. The unaudited 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 has been 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 NatureTM).  12      As a development stage company, 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 January 31, 2007, the Company had current assets of $302,487, comprised primarily of cash ($35,421), and accounts receivable ($40,931) and inventory ($224,840).  Management believes that cash on hand as of January 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. In this regard, on January 2, 2007, we entered into a two year factoring arrangement with Platinum Funding Services LLC. As of February 1, 2007, in conjunction with this arrangement, Platinum had opened a Letter of Credit on behalf of the Company in the amount of CAD$140,294.64 (approximately US$121,300) for the benefit of the Companys third party manufacturer. Platinum has agreed to provide, at any one time, up to US$150,000 through letter of credit financing for the transactions contemplated by the subject agreements. For detailed information, see our Current Report on Form 8K filed with the SEC on February 1, 2007 including the exhibits thereto, all of which are incorporated by reference herein. As of January 31, 2007, we had not utilized this line of credit. Our unaudited 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 January 31, 2007 of $1,491,998. In the audited financial statements contained in our Annual Report on Form 10KSB for the year ended October 31, 2006, our auditors had provided an explanatory note that indicated that we are a development stage company and our ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. We believe that nothing has happened in our business operation since then that would change our auditors opinion about this. 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. We will be delayed in initiating our business plan if and until we have at least an additional $1,000,000 of capital. If we are not successful in raising this capital, we will have to reassess our plan or our chances of being profitable. The plan of operation over the next 12 months may include, but not exclusively, activities such as:  13       · 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 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. · Completion of our website, www.freshharvestproducts.com which is currently under construction. Estimated cost: $25,000. · 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: $125,000 (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:  $220,000. · Salaries, including for present employees and possible new hiring of additional management personnel and appropriate operating and sales staff. Estimated cost: $125,000. · Partial repayment of convertible loans. Estimated cost: $20,000. · Repayment of the Note payable incurred in connection with the reverse merger, which is due approximately December 16, 2007.  Estimated cost: $430,000.  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 and first had revenues from operations during our third quarter ended July 31, 2006. It is our plan that our business operations will generate sufficient revenues to sustain our operations and cash flow by January 1, 2008.  We have recently purchased a minimum number of products (coffee, health and coffee and salsa), 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 January 31, 2007, of approximately $302,487 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.  14       Results of Operations for Three Month Periods Ending January 31, 2006 and January 31, 2007.  Financial Information from Comparative Quarters  We first began to have revenues during the quarter ending July 31, 2006. Prior to that we did not have revenues and only had losses. Accordingly, a comparison of the results of accounting periods prior to the quarter ending July 31, 2006 may not be meaningful in making investment evaluations regarding our company. We are presently in the development stage of our business.  In that regard, we can provide no assurance that we will ever be profitable in our operations.  For the three months ended January 31, 2007, we recorded revenues of $25,002 versus revenues of $-0- in the same period of 2006. The increase in revenues is solely attributed to the commencement of operations during the quarter ended July 31, 2006.  Gross profit, defined as revenues less cost of goods sold, was $(9,350) for the three months ended January 31, 2007, compared to $-0- for the three months ended January 31, 2006. The difference is attributed to the fact there were no sales during the 2006 period, and thus no cost of goods sold.  Cost of goods sold was $34,352 for the three months ended January 31, 2007 compared to $-0- for the three months ended January 31, 2006. Such change is solely due to the fact that there were no sales in the 2006 period and thus no cost of goods sold.  We incurred operating expenses in the amount of $208,773 for the three months ended January 31, 2006, and $514,636 for the three months ended January 31, 2006.  Our net loss decreased from $514,636 for three months ended January 31, 2006 to $218,123 for the three months ended January 31, 2007. The 2007 period had an increase in general and administrative expenses to $207,251 from $114,636 in the 2006 period primarily due to a increase in operating activities, including marketing and salary expenses, in the 2007 period as opposed to the 2006 period. However, the 2006 period reflects a one time charge of $400,000 attributable to the December 2005 merger.  Financial Condition and Liquidity  At January 31, 2007, we had current assets of $302,487 including cash in the amount of $35,421, inventory of $224,840 and accounts receivable of $40,931.  We had net fixed assets of $31,086 and prepaid expenses of $1,295.  Off Balance Sheet Arrangements  We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.   15      Significant Accounting Policies  Our discussion and analysis of the Companys financial condition and results of operations are based upon our consolidated financial statements which have been prepared in conformity with U.S. generally accepted accounting principles. The application of our critical accounting policies is particularly important to the portrayal of our financial position and results of operations. These critical accounting policies require us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We believe the following critical accounting policies reflect the more significant judgments and estimates used in the preparation of the consolidated financial statements.  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 are calculated by dividing the Companys net income (loss) available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted during the period for any potentially dilutive debt or equity.  The Company has not issued any options or warrants or similar securities since inception.  Potentially dilutive common shares of approximately 275,000 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. There has been no advertising during the period.  16       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 3. 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 (who 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/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, we have only recently adopted and implemented various measures in order to improve control processes and corporate governance. As a non-reporting company, we were not required to adopt the types of internal control procedures that a reporting, active public company must adopt and maintain. Accordingly, since becoming an active company, 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.  17      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.   PART II - OTHER INFORMATION   Item 1.  Legal Proceedings.  The Company is currently not a party to any pending legal proceedings and no such action by or to the best of its knowledge, against the Company has been threatened.  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds  We recorded the following unregistered sales or issuances of equity securities (including derivative securities) during the quarter ended January 31, 2007:  · 847,635 shares of common stock were issued to 11 individuals for services or other non-cash consideration valued at $ 8,476.35; · A $50,000 convertible promissory note (issued by one lender) convertible into up to 58,824 shares (i.e. a conversion rate of one share converted into every $.85 of the principal amount converted); and · An $18,000 convertible promissory note (issued by one lender) convertible into up to 18,948 shares (i.e. a conversion rate of one share converted into every $.95 of the principal amount converted).  All of such issuances of securities detailed immediately above were issued in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.  Item 3.  Defaults Upon Senior Securities.  None   18       Item 4.  Submission of Matters to a Vote of Security Holders  No matter was submitted during the quarter ending April 30, 2006 covered by this report to a vote of the Company's shareholders, through the solicitation of proxies or otherwise.  Item 5.  Other Information.  None  Item 6.  Exhibits.  (a)  Exhibits  10.1 November 30, 2006, $50,000 Convertible Promissory Note (Lender: Nancy Stetson) 10.1 December 23, 2006, $18,000 Convertible Promissory Note (Lender: Margaret McMurrer) 31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002, Friedman 32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002, Friedman  19       SIGNATURES  In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this amendment to registration statement 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 and Chief Financial Officer  Date: March 26, 2007                 20