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: March 31, 2016



Or



[  ]
TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OFTHE
SECURITIES EXCHANGE ACT OF 1934



For the transition
period from December 31, 2015 to March 31, 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 asspecified 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 May 21, 2015, there were 63,236,165 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 |  | 3   
|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



|                                                                                                             |  | March 31, 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                                                                                              |  | $              | 312,533    |                  
|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                                                                                    |  |                | 1,740,501  |                  
|                                                                                                             |  |                |            |                  
|Long Term Liabilities                                                                                        |  |                |            |                  
|Capital Lease Liability net of current portion                                                               |  |                | 0          |                  
|Total Liabilities                                                                                            |  |                | 1,740,501  |                  
|                                                                                                             |  |                |            |                  
|                                                                                                             |  |                |            |                  
|“C” Preferred- Not Valid-                                                                                    |  |                | 0          |                  
|Common stock - par value $0.001 2,000,000,000 shares authorized, 26,057,504 shares outstanding, respectively |  |                | 26,058     |                  
|Additional paid In Capital                                                                                   |  |                | 6,475,216  |                  
|Accumulated deficit                                                                                          |  |                | (9,178,119 | )                
|Total Stockholders’ Deficit                                                                                  |  |                | (2,676,845 | )                
|Total Liabilities and Stockholders’ Deficit                                                                  |  | $              | (936,344   | )                



See accompanying
notes to unaudited consolidated financial statements.



F-1











Fresh Promise
Foods

Consolidated
Statements of Operations

Three Months
Ended

Unaudited



|                                                                 |  | March 31, 2016 |            | March 31, 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

Unaudited



|                                                                            |  | March 31, 2015 |          | March 31, 2016
|--------------------------------------------------------------------------- |  | -------------- | -------- | --------------
|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















NOTE 1 -                          NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in US dollars. The Company has a calendar year-end.   Interim Financial Statements The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's December 31, 2014 report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent year end, December 31, 2014, have been omitted. Cash and Cash Equivalents The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.   Basic and Diluted Loss per Common Share   Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period after giving retroactive effect to the reverse and forward splits. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of September 30, 2015 and January 31, 2015. There were shares of convertible preferred stock and convertible loans outstanding at both periods, which are not considered dilutive because the Company incurred operating losses during each fiscal year.           Recently Issued Accounting Standards   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.   Derivative Liabilities   The Company will recalculate its derivative liability in a separate filing when reviewed and approved by the Companies auditor



F-4









FRESH PROMISE
FOODS, INC.

NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31,
2015



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-5













FRESH PROMISE
FOODS, INC.

NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31,
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
March 31, 2016 and year ended December 31, 2015, respectively. Property and equipment consisted of the following at March 31,
2015 and December 31, 2014:



|                                   |  | March
    31, 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-6





FRESH PROMISE
FOODS, INC.

NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31,
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                                                      |  | 3/31/2015 |         |  | (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-7









FRESH PROMISE
FOODS, INC.

NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31,
2015





NOTE 5
– RELATED PARTY TRANSACTIONS



On January
28, 2014, the Company converted $11,000 of a $22,000 convertible note held by a related party into 24,445 common shares. The note
had been purchased from a former officer of the Company based on the contractual conversions terms per agreement.



During the
nine months ended September 30, 2015, the Company received proceeds of $0 and made repayments of $0 from and to related parties.
At September 30, 2015, the Company owed related parties $835,447 in connection with convertible notes payable.







NOTE 5
– NOTES AND CONVERTIBLE NOTES PAYABLE



Convertible
notes payable consist of the following at March 31, 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 January
    16, 2012 the Company executed a promissory note for $50,000. The note bears interest at 10 % and is secured by common stock
    of the Company. The note is convertible into common stock of the Company at $0.05 per share. In 2012, $30,000 of the note
    was converted to 17,595 shares of common stock of the Company. In 2013 the note maturity date was extended to September 30,
    2014. Due to the features in this note, the Company could not determine if sufficient shares in the Company stock would be
    available to fulfill all conversion obligations .Accordingly a derivative liability was recorded 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 882%, and an assumed dividend rate of 0%.                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                    | 20,000
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                    |       
|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
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                    |       
|On September 11,
    2013 the Company executed a promissory note for $15,000 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 $8,077, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                    | 15,000





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 October
    29, 2013 the Company executed a promissory note for $2,500. The note bears interest at 6% and is secured by common stock of
    the Company. The loan matures April 29, 2014. The note is convertible at the lower of a discount of 35% off the prior day’s
    closing bid price or $0.01. The note also provided for purchase of 133,334 shares by execution of a warrant agreement. The
    agreement expires two years from the date of the note. Under this agreement shares can be purchased for $0.02 unless the Company
    sells stock at a price below that level. Should this occur the conversion price is reduced to that lower price. The Company
    used the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of
    .025, volatility of 599%, and an assumed dividend rate of 0%.                                                                                                                                                                                           |  |  | 2,500  |  |  |  | 2,500  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|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 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|In February 2014,
    a note notes with a face value of $22,000 was sold to a third party. In February 2014, the third party converted $11,000 of
    note into 24,445 shares of common stock of the Company. During the first quarter of 2015, the third party converted $2,738
    of the note into 730,000 shares of common stock of the company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |  | 8,263  |  |  |  | 11,000 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|On January 23, 2014
    the Company executed a promissory note for $6,000. The note bears interest at 9.875 % and is secured by common stock of the
    Company. The note can be converted into common stock at a discount of 30% 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. 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 321%, and an assumed dividend rate of 0%.                                                                                                                                                                                                                                                                                                                                                                                                |  |  | 6,000  |  |  |  | 6,000  | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |        |  |  |  |        | 
|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-9





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.                                                                                                                                                   |  |  | 17,902 |  |  |  | 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-10





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 beared 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 that $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.                                                                |  |  | 79,118 |  |  |  | 88,500 | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ |  |  |  | ------ | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|On August 8, 2014
    the Company executed a promissory note for $50,000. 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 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 the closing price of the issuer on the date of this note
    of $.001, whichever is lower.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |  | 50,000 |  |  |  | 50,000 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|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 derivitive liability for this note using the Black Scholes Method to value the derivitive liabiltiy with
    the following assumptions: Risk free interest rate of .025, volitility 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. |  |  | 24,975 |  |  |  | 42,500 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|On July 8, 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 270% and an assumed dividend of 0%.                                                                                                                                            |  |  | 42,500 |  |  |  | 42,500 | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |        |  |  |  |        | 
|On September 5,
    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 | 









F-11





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  |  









F-12





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 $0.00001. 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 September 30, 2015, 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 $______.

At September 30, 2015 there were
_____shares of Common Stock outstanding and ____ shares outstanding at April ___, 2018.



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 September 30, 2015.



The following
table sets forth common share purchase warrants outstanding as of June 30, 2015 and December 31, 2014:



|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 September 30, 2015 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, 2015 and December 31, 2014.



There are
no warrants outstanding at April 6, 2018.

F-13













FRESH PROMISE
FOODS, INC.

NOTES TO
THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31,
2015







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 6, 2018:



The Company
has evaluated all transactions from September 30, 2015 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.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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 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.
        4/27/2018 – The Issuer
        has settled the above mentioned lawsuit with David G. Wiser.







F-14





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
| | - | -----------------------



| | · | Plaintiff’s Attorneys 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-15













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, 8,999,999,999 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 Attorneys 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.





-7-





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-