UNITED
STATES

SECURITIES
AND EXCHANGE   COMMISSION

Washington,
D.C. 20549



FORM
10-Q



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



For
the quarterly period ended: June 30, 2016



Or



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



For
the transition period from March 31, 2016 to June 30, 2016



Commission
file number 333-153035 Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the
information required by this Item.



FRESH
PROMISE FOODS,   INC.

(Exact
Name of registrant as specified in its charter



|Nevada                                                                  |  | 88-0393257                                       
|----------------------------------------------------------------------- |  | -------------------------------------------------
|(State
    or other Jurisdiction of 
    incorporation or organization) |  | (I.R.S.
    Employer  
    Identification Number)



3416
Shadybrook Drive

Midwest
City, OK 73110

(Address
of Principal Executive   Offices)



(561)
703-4659

(Registrant’s
telephone number, including area   code)

Washington,
D.C. 20549





Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



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



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:



|[  ] | Large
    Accelerated Filer | [  ] | Accelerated
    Filer        
|---- | --------------------------- | ---- | -----------------------------
|     |                             |      |                              
|[  ] | Non-Accelerated
    Filer   | [X]  | Smaller
    Reporting Company



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



As
of April 27, 2018, there were 8,999,999,999 shares outstanding of the registrant’s common stock.















|
|
|



TABLE
OF CONTENTS



|                                  |                                                                                           |  | Page
|--------------------------------- | ----------------------------------------------------------------------------------------- |  | ----
|Part
    I. Financial Information |                                                                                           | 
|                                  |                                                                                           |  |     
|Item
    1.                       | Condensed
    Consolidated Financial Statements                                           |  | F-1 
|Item
    2.                       | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations |  | 6   
|Item
    3.                       | Quantitative
    and Qualitative Disclosures About Market Risk                            |  | 7   
|Item
    4.                       | Controls
    and Procedures                                                               |  | 7   
|                                  |                                                                                           |  |     
|Part
    II. Other Information    |                                                                                           | 
|                                  |                                                                                           | 
|Item
    1.                       | Legal
    Proceedings                                                                     |  | 8   
|Item
    2.                       | Unregistered
    Sales of Equity Securities and Use of Proceeds                           |  | 9   
|Item
    3.                       | Defaults
    Upon Senior Securities                                                       |  | 9   
|Item
    4.                       | Mine
    Safety Disclosure                                                                |  | 9   
|Item
    5.                       | Other
    Information                                                                     |  | 9   
|Item
    6.                       | Exhibits                                                                                  |  | 10  
|                                  |                                                                                           |  |     
|Signatures                        |                                                                                           |  | 11  













PART
I. FINANCIAL STATEMENTS



ITEM
I. FINANCIAL STATEMENTS



Fresh
Promise Foods, Inc.

Consolidated
Balance Sheet June 30, 2016



|                                                                                                              |  | June 30, 2016 |            | December 31, 2015
|------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | -----------------
|                                                                                                              |  |               | Unaudited  |                  
|Assets                                                                                                        |  |               |            |                  
|Current Assets                                                                                                |  |               |            |                  
|Cash                                                                                                          |  | $             | 0          |                  
|Accounts Receivable                                                                                           |  |               |            |                  
|Inventory                                                                                                     |  |               | 0          |                  
|Other Current Assets                                                                                          |  |               | 0          |                  
|Total Current Assets                                                                                          |  |               | 0          |                  
|                                                                                                              |  |               |            |                  
|Property, Plant & Equipment net                                                                               |  |               | 0          |                  
|Website Development & Software Purchased                                                                      |  |               | 0          |                  
|Total Assets                                                                                                  |  | $             | 0          |                  
|                                                                                                              |  |               |            |                  
|Liabilities and Stockholders’ Deficit                                                                         |  |               |            |                  
|Liabilities                                                                                                   |  |               |            |                  
|Current Liabilities                                                                                           |  |               |            |                  
|Account payable                                                                                               |  | $             | 337,533    |                  
|Accrued expenses                                                                                              |  |               | 0          |                  
|Convertible notes payable                                                                                     |  |               | 485,484    |                  
|Accrued salaries due officers                                                                                 |  |               | 0          |                  
|Amounts due former officers under consulting agreements                                                       |  |               | —          |                  
|Convertible note derivative liability                                                                         |  |               | 942,484    |                  
|Loan due related parties                                                                                      |  |               | 0          |                  
|Capital lease liability-short term                                                                            |  |               | 0          |                  
|Total Current Liabilities                                                                                     |  |               | 1,765,501  |                  
|                                                                                                              |  |               |            |                  
|Long Term Liabilities                                                                                         |  |               |            |                  
|Capital Lease Liability net of current portion                                                                |  |               | 0          |                  
|Total Liabilities                                                                                             |  |               | 1,765,501  |                  
|                                                                                                              |  |               |            |                  
|                                                                                                              |  |               |            |                  
|“C” Preferred- CANCELLED                                                                                      |  |               | 0          |                  
|Common stock - par value $0.001 2,000,000,000 shares authorized, 839,920,304 shares outstanding, respectively |  |               | 839,920    |                  
|Additional paid In Capital                                                                                    |  |               | 6,475,216  |                  
|Accumulated deficit                                                                                           |  |               | (9,178,119 | )                
|Total Stockholders’ Deficit                                                                                   |  |               | (1,862,983 | )                
|Total Liabilities and Stockholders’ Deficit                                                                   |  | $             | (97,482    | )                



See
accompanying notes to unaudited consolidated financial statements.

F-1











Fresh
Promise Foods

Consolidated
Statements of Operations

Three
Months Ended June 30, 2016

Unaudited



|                                                                 |  | June 30, 2016 |            | June 30, 2015
|---------------------------------------------------------------- |  | ------------- | ---------- | -------------
|Revenues                                                         |  | $             | 0          |              
|Cost of Goods Sold                                               |  |               | 0          |              
|Gross Margin                                                     |  |               | 0          |              
|                                                                 |  |               |            |              
|Operating Expenses                                               |  |               |            |              
|Rent                                                             |  |               | 0          |              
|Professional fees                                                |  |               | 0          |              
|General and administrative expense                               |  |               | 0          |              
|Payroll and related expense                                      |  |               | 0          |              
|Depreciation                                                     |  |               | 0          |              
|Stock based compensation                                         |  |               | —          |              
|Total Operating Expenses                                         |  |               | 0          |              
|                                                                 |  |               |            |              
|Loss from operations                                             |  |               | 0          |              
|                                                                 |  |               |            |              
|Other expenses                                                   |  |               |            |              
|Debt forgiveness (Income)                                        |  |               | —          |              
|(Gain) on Change in value of derivative liability                |  |               | (517,901   | )            
|Derivative liability expense                                     |  |               | (942,484   | )            
|(Gain) Loss on Debt Modification                                 |  |               | 160,745    |              
|(Gain) loss on note conversion                                   |  |               | 3,074      |              
|(Gain) Loss on stock issuance                                    |  |               | —          |              
|Interest expense                                                 |  |               | 320,985    |              
|                                                                 |  |               | 190,997    |              
|                                                                 |  |               |            |              
|Loss before provision for income tax                             |  |               | (421,553   | )            
|                                                                 |  |               |            |              
|Provision for income tax                                         |  |               | —          |              
|                                                                 |  |               |            |              
|Net Loss                                                         |  | $             | (421,553   | )            
|                                                                 |  |               |            |              
|Net Loss per share: Basic and diluted                            |  | $             | (0.03      | )            
|                                                                 |  |               |            |              
|Weighted Average Number of Shares Outstanding: Basic and diluted |  |               | 12,113,871 |              



See
accompanying notes to unaudited consolidated financial statements.

F-2











Fresh
Promise Foods, Inc.

Consolidated
Statements of Cash Flows

Three
Months Ended June 30, 2016

Unaudited



|                                                                            |  | June 30, 2016 |          | June 30, 2015
|--------------------------------------------------------------------------- |  | ------------- | -------- | -------------
|OPERATING ACTIVITIES                                                        |  |               |          |              
|Net loss from operations                                                    |  | $             | (421,553 | )            
|Adjustments to reconcile net loss to net cash used in operating activities: |  |               |          |              
|Amortization of debt discount                                               |  |               | 192,539  |              
|(Gain) on Change in value of derivative liability                           |  |               | (517,901 | )            
|Derivative liability expense                                                |  |               | (942,484 | )            
|Debt forgiveness                                                            |  |               | —        |              
|Loss on note conversion                                                     |  |               | 72,433   |              
|Loss on Debt Modification                                                   |  |               | 160,745  |              
|Loss on stock issuance                                                      |  |               | —        |              
|Notes issued for professional services                                      |  |               | —        |              
|Premium expense                                                             |  |               | —        |              
|Stock based compensation                                                    |  |               | —        |              
|Depreciation                                                                |  |               | 3,108    |              
|Accrued interest on notes converted                                         |  |               | —        |              
|Changes in working capital items                                            |  |               |          |              
|Accrued salaries                                                            |  |               | 0        |              
|Prepaid expenses and other current assets                                   |  |               | 0        |              
|Decrease in other liabilities                                               |  |               | —        |              
|Amount due current and former officer                                       |  |               | —        |              
|Advances from related parties                                               |  |               | —        |              
|(Increase) decrease in inventory                                            |  |               | 47,184   |              
|(Increase) in account receivable                                            |  |               | 212      |              
|Decrease in accounts payable                                                |  |               | 6,783    |              
|Decrease in accrued interest                                                |  |               | 0        |              
|Cash flow from operating activities                                         |  |               | (234,817 | )            
|INVESTING ACTIVITIES                                                        |  |               |          |              
|PP&E                                                                        |  |               | —        |              
|Website development                                                         |  |               | —        |              
|                                                                            |  |               | —        |              
|FINANCING ACTIVITIES                                                        |  |               |          |              
|Proceeds from convertible notes payable                                     |  |               | 0        |              
|Proceeds from short term loan                                               |  |               | 0        |              
|Repayment of Capital Lease                                                  |  |               | (2,197   | )            
|Cash flow from financing                                                    |  | $             | 0        |              
|Net change in cash                                                          |  |               | (2,588   | )            
|Beginning cash                                                              |  |               | 2,588    |              
|Ending Cash                                                                 |  |               | 0        |              
|Non-Cash Investing and Financing Activities:                                |  |               |          |              
|Record derivative liability on notes                                        |  |               | $        |              
|Conversion of note to common stock                                          |  | $             | 175,423  |              
|Issuance of promissory note for accrued expenses                            |  |               | $        |              
|Issuance of shares under stock payable                                      |  |               | $        |              



See
accompanying notes to unaudited consolidated financial statements.

F-3











FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2016



SHARE-BASED
EXPENSE



ASC
718, Compensation – Stock Compensation, prescribes accounting and reporting standards for all share-based payment transactions
in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options,
and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees,
including grants of employee stock options, are recognized as compensation expense in the financial statements based on their
fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for
the award, known as the requisite service period (usually the vesting period).



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



WEBSITE
DEVELOPMENT COSTS



The
Company accounts for website development costs in accordance with Accounting Standards Codification 350-50 “Website Development
Costs”. Accordingly, all costs incurred in the planning stage are expensed as incurred, costs incurred in the website application
and infrastructure development stage that meet specific criteria are capitalized and costs incurred in the day to day operation
of the website are expensed as incurred.



The
Company placed into service its main website (www.freshpromisefoods.com) in 2013. All costs associated with these websites are
subject to straight-line amortization over there expected useful life, a five year period.



RECENT
ACCOUNTING PRONOUNCEMENTS



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



INCOME
TAXES



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



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



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



The
Company has adopted ASC 740-10-25 Definition of Settlement, which provides guidance on how an entity should determine whether
a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits and provides that a
tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished.
For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position
is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations
remains open. Management has not filed tax returns for the year ended December 31, 2014. Tax years 2013, 2012 and 2011 remain
open for examination.

F-4











FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2016



NOTE
3 – PROPERTY AND EQUIPMENT



Property
and equipment is recorded at cost. The Company depreciates the equipment using the straight-line method over the useful lives
of the equipment. The useful lives are estimated to be between 3 and 7 years. Depreciation expense was $0 and $0 for the quarter
ended June 30, 2016 and year ended December 31, 2015, respectively. Property and equipment consisted of the following at June
30, 2016 and December 31, 2015:



|                                   |  | June
    30, 2016 |   |  | December
    31, 2015 |  
|---------------------------------- |  | ----------------- | - |  | --------------------- | -
|Furniture
    and fixtures         |  | $                 | 0 |  |                       | $
|Production
    equipment           |  |                   | 0 |  |                       |  
|Total
    property and equipment   |  |                   | 0 |  |                       |  
|Less:
    Accumulated depreciation |  |                   |   |  |                       |  
|Property
    and equipment, net.   |  | $                 | 0 |  |                       | $







F-5





FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2016







NOTE
4 – FAIR VALUE MEASUREMENTS



The
Company has adopted the guidance under ASC Topic 820 for financial instruments measured on a fair value on a recurring basis.
ASC Topic 820 establishes a fair value hierarchy, giving the highest priority to quoted prices in active markets and the lowest
priority to unobservable data and requires disclosures for assets and liabilities measured at fair value based on their level
in the hierarchy. Further authoritative accounting guidance (ASU No. 2009-05) under ASC Topic 820, provides clarification that
in circumstances in which a quoted price in an active market for the identical liabilities is not available, a reporting entity
is required to measure fair value using one or more of the techniques provided for in this update.



The
standard describes a fair value hierarchy based on three levels of input, of which the first two are considered observable and
the last unobservable, that may be used to measure fair value, which are the following:



Level
1 – Quoted prices in active markets for identical assets and liabilities.



Level
2 – Input other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets
of liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable
market data for substantially the full term of the asset or liabilities.



Level
3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets or liabilities.



Our
assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers
factors specific to the asset or liability.



The
Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities
from Equity” and ASC 815, “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value
at each period end, with any increase or decrease in the fair value being recorded in results of operations as adjustments to
fair value of derivatives. The effects of interactions between embedded derivatives are calculated and accounted for in arriving
at the over- all fair value of the financial instruments. In addition, the fair value of free standing derivative instruments
such as warrant and option derivatives are valued using the Black-Scholes modes.



The
Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair value were
determined by using the Black Scholes option-pricing model based on various assumptions. The Company’s derivative liabilities
are adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in results
of operations as adjustments to fair value of derivatives.



The
following table sets forth the liabilities at March 31, 2015, which is recorded on the balance sheet at fair value on a recurring
basis by level within the fair value hierarchy. As required, these are classified based on the lowest level of input that is significant
to the fair value measurement:



|                                                                 |  |           |         |  | Fair
    Value Measurements at Reporting Date Using | 
|---------------------------------------------------------------- |  | --------- | ------- |  | --------------------------------------------------- | 
|                                                                 |  |           |         |  | Quoted
    prices in                                | 
|                                                                 |  |           |         |  | Active
    Markets for                              | 
|                                                                 |  |           |         |  | Identical
    Assets                                | 
|Description                                                      |  | 6/30/2016 |         |  | (Level
    1)                                       | 
|Convertible
    promissory notes with embedded conversion option |  | $         | 862,485 |  |                                                     | 
|Total                                                            |  | $         | 862,485 |  |                                                     | 



The
following table sets forth a summary of change in fair value of our derivative liabilities for the period ended March 31, 2015:



|Beginning
    balance                                                                                                      |  | $ | 584,856  |  
|-------------------------------------------------------------------------------------------------------------------------- |  | - | -------- | -
|Change in fair value
    of embedded conversion features of convertible promissory notes and warrants included in earnings |  | $ | (348,995 | )
|Embedded conversion
    option &warrant liability recorded in connection with the issuance of convertible promissory notes |  | $ | 626,624  |  
|Change in fair value
    of embedded conversion features of convertible promissory notes due to conversion                 |  | $ | -        |  
|Ending balance                                                                                                             |  | $ | 862,485  |  



F-6









FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2016





NOTE
5 – RELATED PARTY TRANSACTIONS



At
September 30, 2015, the Company owed related parties $835,447 in connection with convertible notes payable. This is null and void,
it was for Preferred “C” shares that were issued and not considered valid.







NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE



Convertible
notes payable consist of the following at June 30, 2016 and December 31, 2015:



All
common share data in this table have been adjusted for the reverse stock split.



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | Balance
    Due at |       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  | March
    31, 2016 |       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                    |       
|On
        March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000
        each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014.
        One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative
        liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions:
        Risk Free Interest rate of .025, volatility of 765%, and an assumed dividend rate of 0%. The remaining two $15,000 notes
        are also convertible into common stock at the market price
        but
        no derivative liability was recorded. In February 2014, the third party converted $5,000 of note into 16,955 shares of
        common stock of the Company. During the first quarter of 2015, the third party converted $1,764 of the note into 352,941
        shares of common stock of the Company.                                                                                                                                                                                                                                   |  |                    | 8,251 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                    |       
|On
        March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000
        each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014.
        One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative
        liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions:
        Risk Free Interest rate of .025, volatility of 765%, and an assumed dividend rate of 0%. The remaining two $15,000 notes
        are also convertible into common stock at the market price
        but
        no derivative liability was recorded. On February 10, 2015, the note was purchased and the terms were changed. The new
        terms beared a 12% interest rate. The note can be converted into common stock at a discount of 55% off the conversion
        price. The conversion price is the average 3 day lowest closing sales price during a 10 day period prior to conversion,
        but no less that $0.0001. A gain of $29,745 was recorded due to the change in terms, in accordance with debt modification
        guidance. |  |                    | 15,000
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                    |       



F-7







FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March
31, 2015



NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)



|On
    June 9, 2014 the Company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common stock
    of the company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion
    price is the average lowest 3 day trading price during a 10 day period prior to conversion. The Company has recorded the derivative
    liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk
    free interest rate of .025, volatility of 276% and an assumed dividend of 0%. During the first quarter of 2015, the third
    party converted $12,098 of the note into 2,656,309 shares of common stock of the company.                                                                                                                                                   |  |  | 7,902  |  |  |  | 30,000 | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|On
    June 11, 2014 the Company executed a promissory note for $86,500. The note bears interest at 12% and is secured by common
    stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion
    price is the average lowest 3 day trading price during a 10 day period prior to conversion. The conversion price is the average
    lowest 3 day trading price during a 10 day period prior to conversion, or $0.0135 whichever is greater. The Company has recorded
    the derivative liability for this note using the Black Scholes Method to value the derivative liability with the following
    assumptions: Risk free interest rate of .025, volatility of 276% and an assumed dividend of 0%. During the first quarter of
    2015, the third party converted $40,040 of the note into 6,860,160 shares of common stock of the Company. |  |  | 46,460 |  |  |  | 86,500 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 



F-8









FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March
31, 2015



NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)



|On
    June 30, 2014 the company executed a promissory note for $88,500. The note bears interest at 6% and is secured by common stock
    of the company. The note can be converted into common stock at the bid price on day prior to conversion. On February 10, 2015,
    the note was purchased and the terms were changed. The new terms bared a 8% interest rate. The note can be converted into
    common stock at a discount of 55% off the conversion price. The conversion price is the average 3 day lowest closing sales
    price during a 10 day period prior to conversion, but no less than $0.0001. A loss of $190,490 was recorded due to the change
    in terms, in accordance with debt modification guidance. During the first quarter of 2015, the third party converted $9,382
    of the note into 1,834,300 shares of common stock of the company.                                                                 |  |  | 41,444 |  |  |  | 88,500 | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|On
    April 3, 2014 the Company executed a promissory note for $42,500. The note bears interest at 22% and is secured by common
    stock of the Company. The note can be converted into common stock at a discount of 45% off of the conversion price. The conversion
    price is the average lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues
    stock at a lower price than the conversion price. Should this occur the conversion prices is reduced to the lower price? The
    Company has recorded the derivative liability for this note using the Black Scholes Method to value the derivative liability
    with the following assumptions: Risk free interest rate of .025, volatility of 292% and an assumed dividend of 0%. During
    the first quarter of 2015, the third party converted $17,525 of the note into 3,728,015 shares of common stock of the company. |  |  | 8,410  |  |  |  | 42,500 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 



F-9









FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March
31, 2015



NOTE
5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)



|On
    October 27, 2014 the Company executed a promissory note for $52,500. The note bears interest at 12% and is secured by common
    stock of the Company. The note can be converted into common stock at a discount of 55% off of the conversion price. The conversion
    price is the average lowest 3 day trading price during a 10 day period prior to conversion, or the stock can be converted
    at $0.0135, whichever is greater. |  |  | 52,500   |   |  |  | 52,500   |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | -------- | - |  |  | -------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    December 11, 2014 the Company executed a promissory note for $40,000. The note bears interest at 6% and is secured by common
    stock of the Company. The note can be converted into common stock at the lower of (i) a discount of 35% off of the conversion
    price. The conversion price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.                                                   |  |  | 40,000   |   |  |  | 40,000   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    January 5, 2015 the Company executed a promissory note for $20,000. The note bears interest at 6% and is secured by common
    stock of the Company. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion
    price is the average of the three lowest bid prices in the 10 days prior to conversion.                                                                           |  |  | 20,000   |   |  |  | -        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    January 31, 2015 the Company executed a promissory note for $176,267. The note bears interest at 6% and is secured by common
    stock of the Company. The conversion price is the bid price on the day prior to the date of conversion.                                                                                                                                                                                                |  |  | 176,268  |   |  |  | -        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    February 10, 2015 the Company executed a promissory note for $52,500. The note bears interest at 8% and is secured by common
    stock of the Company. The note can be converted into common stock at the greater of (i) a discount of 45% off of the conversion
    price. The conversion price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.                                                 |  |  | 52,500   |   |  |  | -        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    February 13, 2015 the Company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common
    stock of the Company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion
    price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.                                                                    |  |  | 30,000   |   |  |  | -        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    February 13, 2015 the Company executed a promissory note for $50,000. The note bears interest at 8% and is secured by common
    stock of the Company. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion
    price is the average of the three lowest bid prices in the 10 days prior to conversion.                                                                         |  |  | 50,000   |   |  |  | -        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    January 26, 2015 the Company executed a promissory note for $28,000. The note bears interest at 12% and is secured by common
    stock of the Company. The note can be converted into common stock at 50% of the average 3 lowest prices in 10 days prior.                                                                                                                                                                              |  |  | 28,000   |   |  |  | -        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|On
    March 17, 2015 the Company executed a promissory note for $28,000. The note bears interest at 12% and is secured by common
    stock of the Company. The note can be converted into common stock at 50% of the average 3 lowest prices in 10 days prior.                                                                                                                                                                                |  |  | 28,000   |   |  |  | -        |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|Premium
    liability                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  | 29,846   |   |  |  | 29,846   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|Unamortized
    debt discount on derivative liabilities                                                                                                                                                                                                                                                                                                                                                                                        |  |  | (441,349 | ) |  |  | (248,811 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |  |          |   |  |  |          |  
|Total
    convertible notes outstanding, net of unamortized discounts                                                                                                                                                                                                                                                                                                                                                                          |  |  | 485,484  |   |  |  | 388,957  |  

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ | 
|On
    January 01, 2014 the Company executed a promissory note for $20,000 as payment to a service provider. The note is convertible
    into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to
    the discount feature we have recorded a liability of $10,769, or put premium, as part of the carrying value of this note.
    The note is convertible at any time prior to maturity and bears interest at 6% per annum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  | 20,000 |  |  |  | 20,000 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|On
    March 17, 2014 the Company executed a promissory note for $25,000. The note bears interest at 12 % and is secured by common
    stock of the Company. The note can be converted into common stock at a discount of 40% off the conversion price. The conversion
    price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells
    or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower
    price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative
    liability with the following assumptions: Risk Free Interest rate of .025, volatility of 296%, and an assumed dividend rate
    of 0%. In November 2014, the third party converted $7,135 of note into 366,598 shares of common stock of the Company. During
    the first quarter of 2015, the third party converted $6,612 of the note into 1,569,580 shares of common stock of the company. |  |  | 11,253 |  |  |  | 17,865 | 



F-10









FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March
31, 2015



NOTE
7 – STOCKHOLDERS’ EQUITY (DEFICIT)



The
authorized common stock of the Company consists of 8,999,999,999 shares with a par value $0.001. The Company also has 10,000,000
shares of Preferred A stock authorized and 10,000,000 shares of Preferred A stock issued.

During
the nine months ended June 30, 2016, 0 common shares were issued upon the conversion of debt having an aggregate principal amount
of $ 0. From October 1, 2015 until April ___, 2018 _____ common shares were issued upon the conversion of debt having an aggregate
principal amount of $______.



Series
A Preferred stock was validated on 3/30/2017 (see Subsequent Events).



Series
B Preferred - Cancelled



Series
C Preferred - Cancelled



Dividends



The
holders of Series A Preferred Stock are entitled to receive dividends when, as and if declared by the Board of Directors, in its
sole discretion.

The
Board of Directors has not designated a % of dividends to be paid and as such no dividends have been accumulated to date. The
Board has not declared any dividends to be paid therefore no accrual has been recorded.

Liquidation
Rights



Series
A Convertible Stock



The
Preferred Series A Shares will be entitled to 2/3 of the total vote on all matters voted on by the shareholders of the Corporation
and shall be further entitled to such voting rights as may be expressly required by law.



Warrants



Common
Stock Warrants



The
Company did not issue any warrants during the quarter ending June 30, 2016.



The
following table sets forth common share purchase warrants outstanding as of June 30, 2016 and December 31, 2015:



|Outstanding
    warrants December 31, 2014          |  |  | 4,533,334 |  |  |  | 0.02 | 
|--------------------------------------------------- |  |  | --------- |  |  |  | ---- | 
|Outstanding warrants
    September 30, 2015         |  |  | 4,533,334 |  |  |  | 0.02 | 
|                                                    |  |  |           |  |  |  |      | 
|Common stock issuable
    upon exercise of warrants |  |  | 4,533,334 |  |  |  | 0.02 | 





Outstanding
warrants at June 30, 2016 have a weighted average remaining contractual life of 3 months. All warrants have an average weighted
exercise price of $0.02. The warrants had an intrinsic value of $0 at June 30, 2016 and December 31, 2015.



There
are no warrants outstanding at April 27, 2018.

F-11











FRESH
PROMISE FOODS, INC.

NOTES
TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June
30, 2016







NOTE
8 – GOING CONCERN



The
Company decided to change its business plan and is in the process of introducing its new product line. However, it has negative
stockholders’ equity and working capital balances and no committed sources for debt or equity financing.



There
is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available,
will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues
received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern







NOTE
9 – SUBSEQUENT EVENTS



From
October 1, 2015 to April 27, 2018:



The
Company has evaluated all transactions from June 30, 2016 through the financial statement issuance date for subsequent event disclosure
consideration and has determined that there were no reportable events that occurred during that subsequent period to be disclosed
or recorded except as disclosed in Note 6 and the items listed below:



| | · | 1/6/2016 – Director
    Resignation and Release Agreement.
| | - | ----------------------------------------------------------



| | · | 1/12/2016 –
    Letter of Resignation from Kevin Quirk.
| | - | -------------------------------------------------------



| | · | 3/30/2017 –
    Order granting in PART MOTION for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK in favor of Plaintiffs.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Plaintiffs MOTION
    FOR DEFAULT Judgment was granted against Hellwig, Anthus and Stakool/Fresh Promise jointly and severely by Jennifer A. Dorcey,
    United States District Court Judge, District of Nevada, as follows:
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | K. Gotshalk - $210,000
| | - | ----------------------



| | · | Clinton Hall, LLC
    - $196,800
| | - | --------------------------------



| | · | Richard Maher - $25,000
| | - | -----------------------



| | · | Plaintiff’s
    Attorneys Fees - $67,846.89
| | - | -------------------------------------------



| | · | 4/10/2017 –
    Preferred Stock Series B deemed null and void. This series was issued without proper Shareholder approval and notification.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | · | 4/10/2017 –
    Preferred Stock Series C deemed null and void. This series was issued without proper Shareholder approval and notification.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



F-12







| | · | 4/10/2017 –
    The Series A Preferred Stock held by Clinton Hall, LLC will reflect in subsequent Financial Statements and was adjudicated
    in the above referenced lawsuit to be deemed in full force and effect.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 5/4/2017 – Joe
    E. Poe, Jr. was elected in term CEO by a vote of a majority of the Shareholders.
| | - | ---------------------------------------------------------------------------------------------------



| | · | 6/27/2017 –
    Creative Edge Nutrition, a Nevada corporation (“CEN”) and Fresh Promise Foods, Inc., a Nevada corporation (the
    “Company”) executed an Asset Purchase Agreement (“Agreement”) whereby the Company purchased the assets
    and liabilities of CEN’s subsidiary, “Giddy Up Energy Products, Inc. (“Giddy”). The Company purchased
    Giddy’s assets and liabilities in exchange for 4,719,760,108 shares shares of the Company’s common stock.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 1/24/2018 –
    The Company has completed the distribution of its common shares to the CEN shareholders in order to consummate the acquisition
    of Giddy. Pursuant to the Agreement, the Company is in the process of spinning out its existing assets and liabilities and
    assuming Giddy’s business plan involving nutritional supplements and energy drinks focusing on an active lifestyle.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 4/2/2018 – Engagement
    negotiations for a PCOB auditing firm commenced.                                                                                                                                                                                                                                                       
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | 4/5/2018 – The
    Issuer is being sued by David G. Wiser, LLC 3145 Lookout Circle, Suite 300. Cincinnati, OH 42208 for debt acquired from the
    Asset/Debt purchase of Creative Edge Nutrition for conversion of his debt when there are no available shares to issue until
    the Issue files all of its delinquent filings.



Convertible
Debt – See Financials



Issuance
of Common Stock – 8,999,999,998 issued and outstanding. Shares for Convertible Debt have been issued



Litigation
- On March 30, 2017 an order was granted in PART MOTION for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK
in favor of Plaintiffs. The Plaintiffs MOTION FOR DEFAULT Judgment was granted against Hellwig, Anthus and Stakool/Fresh Promise
jointly and severely by Jennifer A. Dorcey, United States District Court Judge, District of Nevada, as follows:

4/5/2018
– The Issuer is being sued by David G. Wiser, LLC 3145 Lookout Circle, Suite 300. Cincinnati, OH 42208 for debt acquired
from the Asset/Debt purchase of Creative Edge Nutrition for conversion of his debt when there are no available shares to issue
until the Issue files all of its delinquent filings.



| | · | K. Gotshalk - $210,000
| | - | ----------------------



| | · | Clinton Hall, LLC
    - $196,800
| | - | --------------------------------



| | · | Richard Maher - $25,000
| | - | -----------------------



| | · | Plaintiffs Attorney’s
    Fees - $67,846.89
| | - | -------------------------------------------

No
other pending legal proceedings.



The
financial statements presented have been produced with a reliance on documents received from former management. Current management
is engaging a new auditing team.



These
financials are relied upon numbers given to current management from the former CPA, Mitchell J. Pruzansky, CPA, Pompano Beach,
and Florida Accounting.



Current
management is currently engaging a new auditing team and will revise any and all numbers if needed.

F-13











ITEM
2



MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



Note
Regarding Forward-Looking Statements



Certain
matters discussed in this interim report on Form 10-Q are forward-looking statements. Such forward-looking statements contained
in this annual report involve risks and uncertainties, including statements as to:



| | · | our
    future operating results,
| | - | ---------------------------------



| | · | our
    business prospects,
| | - | ---------------------------



| | · | our
    contractual arrangements and relationships with third parties,
| | - | ----------------------------------------------------------------------



| | · | the
    dependence of our future success on the general economy and its impact on the industries in which we may be involved,
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | · | the
    adequacy of our cash resources and working capital, and
| | - | ---------------------------------------------------------------



| | · | Other
    factors identified in our filings with the SEC, press releases and other public communications.
| | - | ---------------------------------------------------------------------------------------------------------



These
forward-looking statements can generally be identified as such because the context of the statement will include words such as
“we,” “believe," “anticipate,” “expect,” “estimate” or words of similar
meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which
could cause actual results to differ materially from those anticipated as of the date of this Form 10-Q. Shareholders, potential
investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as
of the date of this report and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent
events or circumstances.



The
following discussion and analysis provides information which management believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial
statements and the notes to financial statements, which are included in this report.



This
management's discussion and analysis or plan of operation should be read in conjunction with the financial statements and notes
thereto of the Company for the quarter ended March 31, 2016. Because of its nature of a development stage company, the reported
results will not necessarily reflect the future.



As
of this date 04/05/2018, 8,999,999,998 shares are issue out of 9, 000, 000,000 Authorized.



As
of this date, 04/05/2018 F.P. Foods is being sued by note holder, David G. Wiser of Wiser Partners, LLC 3145 Lookout Circle, Suite
300. Cincinnati, OH 45208, for conversion of debt acquired from the Creative Nutrition Asset/Debt purchased completed 1/24/18
demanding issuance of shares to satisfy his debt when no shares are available to issue until Fresh Promise Foods, Inc. files all
of its delinquent Financial Statements. This step is step 1 in correcting our filings delinquencies.



Operations





Liquidity

-3-









Recent
Accounting Pronouncements



The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.

Off-Balance
Sheet Arrangements



We
have no off-balance sheet arrangements as defined in Item 303(a) (4) (ii) of Regulation S-K, obligations under any guarantee
contracts or contingent obligations. We also have no other commitments, other than the costs of being a public company that will
increase our operating costs or cash requirements in the future



ITEM
3



QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this
Item.



ITEM 4



CONTROLS
AND PROCEDURES



Management’s
Report on Internal Controls over Disclosure Controls and Procedures and Financial Reporting



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting.  The Company's
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms.



Our
internal control over disclosure controls and procedures and financial reporting includes those policies and procedures that:



- Pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
- Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and
- that
our receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors;
and
- Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.





-4-





As
of, March 31, 2016, our management conducted an assessment of the effectiveness of the Company's internal control over disclosure
controls and procedures and financial reporting.  In making this assessment, management followed an approach based on the
framework set forth in Internal Control-Integrated Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission (known as “COSO”).  Based on this assessment, management determined that the Company's internal
control over disclosure controls and procedures and financial reporting as of March 31, 2016 was ineffective to the extent that
having only one employee prevents any separation of duties and responsibilities.



During
the quarter ended March 31, 2016, there were no changes in the Company's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, its internal control over disclosure controls and procedures and financial
reporting.



The
Company’s management, including the Company’s CEO/CFO, does not expect that the Company’s disclosure controls
and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are
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 the controls
can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.



-5-





PART
II



Item
1. Legal Proceedings



On
March 30, 2017 an order was granted in PART MOTION for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK in favor
of Plaintiffs. The Plaintiffs MOTION FOR DEFAULT Judgment was granted against Hellwig, Anthus and Stakool/Fresh Promise jointly
and severely by Jennifer A. Dorcey, United States District Court Judge, District of Nevada, as follows:



| | · | K. Gotshalk - $210,000
| | - | ----------------------



| | · | Clinton Hall, LLC
    - $196,800
| | - | --------------------------------



| | · | Richard Maher - $25,000
| | - | -----------------------



| | · | Plaintiffs Attorney’s
    Fees - $67,846.89
| | - | -------------------------------------------



As
of this date, 04/05/2018 F.P. Foods is being sued by note holder, David G. Wiser of Wiser Partners, LLC 3145 Lookout Circle, Suite
300. Cincinnati, OH 45208, for conversion of debt acquired from the Creative Nutrition Asset/Debt purchased completed 1/24/18
demanding issuance of shares to satisfy his debt when no shares are available to issue until Fresh Promise Foods, Inc. files all
of its delinquent Financial Statements. This step is step 1 in correcting our filings delinquencies.



No
other pending legal proceedings.



Item
1A. Risk Factors



Our
business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual
results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the
SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this and
in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make
or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining
future results. Consequently, no forward- looking statement can be guaranteed. Actual future results may vary materially from
those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether
as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make
in our reports filed with the SEC.



An
investment in our Company involves a substantial risk of loss. You should carefully consider the risks described below, before
you make any investment decision regarding our Company. Additional risks and uncertainties, including those generally affecting
the market in which we operate or that we currently deem immaterial, may also impair our business. If any such risks actually
materialize, our business, financial condition and operating results could be adversely affected. In such case, the trading price
of our common stock could decline.

-6-











Item
3. Quantitative and Qualitative Disclosures about Market Risk.



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



Item
4. Controls and Procedures.



(a)
Evaluation of Disclosure Controls and Procedures.



In
connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, our Principal Executive
Officer (“PEO”) and Principal Financial Officer (“PFO”) evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report. Based on that evaluation, our PEO and PFO concluded
that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the
information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our Chief
Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system
cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



(b)
Changes in Internal Control over Financial Reporting.



No
significant changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting were made in our internal control over financial reporting during the three month period ended March 31, 2015, as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.



PART
II - OTHER INFORMATION



Item
1. Legal Proceedings



On
March 30, 2017 an order was granted in PART MOTION for Default Judgment entered into in Civil Case 2:13-CV-00448-JAD-9JK in favor
of Plaintiffs. The Plaintiffs MOTION FOR DEFAULT Judgment was granted against Hellwig, Anthus and Stakool/Fresh Promise jointly
and severely by Jennifer A. Dorcey, United States District Court Judge, District of Nevada, as follows:



| | · | K. Gotshalk - $210,000
| | - | ----------------------



| | · | Clinton Hall, LLC
    - $196,800
| | - | --------------------------------



| | · | Richard Maher - $25,000
| | - | -----------------------



| | · | Plaintiffs Attorney’s
    Fees - $67,846.89
| | - | -------------------------------------------



As
of this date, 04/05/2018 F.P. Foods is being sued by note holder, David G. Wiser of Wiser Partners, LLC 3145 Lookout Circle, Suite
300. Cincinnati, OH 45208, for conversion of debt acquired from the Creative Nutrition Asset/Debt purchased completed 1/24/18
demanding issuance of shares to satisfy his debt when no shares are available to issue until Fresh Promise Foods, Inc. files all
of its delinquent Financial Statements. This step is step 1 in correcting our filings delinquencies.



No
other pending legal proceedings.





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Item
1A. Risk Factors



Our
business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual
results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the
SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements in this and
in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make
or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining
future results. Consequently, no forward- looking statement can be guaranteed. Actual future results may vary materially from
those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether
as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make
in our reports filed with the SEC.



An
investment in our Company involves a substantial risk of loss. You should carefully consider the risks described below, before
you make any investment decision regarding our Company. Additional risks and uncertainties, including those generally affecting
the market in which we operate or that we currently deem immaterial, may also impair our business. If any such risks actually
materialize, our business, financial condition and operating results could be adversely affected. In such case, the trading price
of our common stock could decline.

-8-





Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



During
the nine months ended September 30, 2015, a note dated 1/21/2014, with a face value of $13,500, was partially converted into 2,974,562
shares, representing $8,011 of principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 1/15/2014, with a face value of $22,000, was partially converted into 730,000
shares, representing $2,738 of principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 3/17/2014, with a face value of $25,000, was partially converted into 14,996,856
shares, representing $17,296 of principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 4/3/2014, with a face value of $42,500, was partially converted into 32,806,932
shares, representing $37,197 of principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 4/8/2015, with a face value of $15,000, was partially converted into 8,633,577
shares, representing $7,592 of principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 6/5/2014, with a face value of $86,500, was partially converted into 61,175,988
shares, representing $83,138 of principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 6/9/2015, with a face value of $30,000, was partially converted into 24,377,441
shares, representing $24,109 of principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note-dated 6/11/201, with a face value of $86,292, fully converted the remaining principal
of

$8,616
into 1,170,667 shares. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 2/10/2015, with a face value of $88,500, was partially converted into 15,228,159
shares, representing $23,978 principal. This was exempt from registration under rule 144.



During
the nine months ended September 30, 2015, a note dated 2/10/2015, with a face value of $15,000, was partially converted into 8,105,193
shares, representing $6,263 of principal. This was exempt from registration under rule 144.



REMAINDER
TO COME



Item
3. Defaults upon Senior Securities



None



Item
4. Mine Safety Disclosures



N/A





Item
5. Other Information



The
Company will recalculate its derivative liability in a separate filing when reviewed and approved by the Companies auditor.

-9-











Item
6. Exhibits.



|Exhibit
    No. |  | Description                                                                                                                                                   
|--------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                               
|31.1            |  | Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).* 
|                |  |                                                                                                                                                               
|31.2            |  | Certification by the Principal Accounting Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).*
|                |  |                                                                                                                                                               
|32.1            |  | Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*            
|                |  |                                                                                                                                                               
|32.2            |  | Certification by the Principal Accounting Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*           
|                |  |                                                                                                                                                               
|101.INS         |  | XBRL
    Instance Document*                                                                                                                                   
|101.SCH         |  | XBRL
    Taxonomy Extension Schema*                                                                                                                           
|101.CAL         |  | XBRL
    Taxonomy Extension Calculation Linkbase*                                                                                                             
|101.DEF         |  | XBRL
    Taxonomy Extension Definition Linkbase*                                                                                                              
|101.LAB         |  | XBRL
    Taxonomy Extension Label Linkbase*                                                                                                                   
|101.PRE         |  | XBRL
    Taxonomy Extension Presentation Linkbase*                                                                                                            



*
Filed Herewith.

-10-











SIGNATURES



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.





|Dated:
    April 27,  2018 | FRESH
    PROMISE FOODS,   INC.
|-------------------------- | -------------------------------
|                           | (Registrant)                   
|                           |                                
|                           | /s/
    Joe E. Poe, Jr.        
|                           | Joe E. Poe, Jr.                
|                           | Chief Executive Officer        



-11-