~~Registrant’s~~Registrant's telephone number, including area code: ~~917.~~~~566.1080~~917.566.1080

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☐ Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (April 30, ~~2013)~~2014): ~~$327,122~~$654,244 (1,635,610,445 shares at a per share price of ~~$.0002)~~$.0004).

As of October 31, ~~2013,~~2014, there were 1,635,610,445 shares of Common Stock, $0.0001 par value per share, issued and outstanding.

Unless stated otherwise or the context otherwise requires, the words “we,” “us,” “our,” the “Company” or “Fresh Harvest” in this “Annual Report on Form 10-K collectively refers to Fresh Harvest Products, Inc., a New Jersey corporation (the ~~“Parent Company”~~“Company”)~~, and its subsidiaries.~~. The information in this Annual Report on Form 10-K contains “forward-looking statements” relating to the Company, within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In some cases, you can identify forward-looking statements by terminology such as ~~“may”~~"may", ~~“should”~~"should", ~~“expects”~~"expects", ~~“plans”~~"plans", ~~“anticipates”~~"anticipates", ~~“believes”~~"believes", ~~“estimates”~~"estimates", ~~“predicts”~~"predicts", ~~“potential”~~"potential" or ~~“continue”~~"continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our ~~industry’s~~industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

This report contains information that may be deemed forward-looking, that is based largely on the Company’s current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated.

Among such risks, trends and other uncertainties, which in some instances are beyond its control, may be the Company’s ability to generate cash flows and maintain liquidity sufficient to service its debt, and comply with or obtain amendments or waivers of the financial covenants contained in its credit facilities, if necessary. Other risks and uncertainties include the impact of continuing adverse economic conditions, potential changes in ~~the organic food industry,~~ energy costs, interest rates and the availability of credit, labor costs, legislative and regulatory rulings and other results of operations or financial conditions, increased capital and other costs, competition and other risks detailed from time to time in the Company’s publicly filed documents.

The words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions generally identify forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this report. The Company does not undertake to publicly update or revise its forward-looking statements.

Fresh Harvest Products, Inc. (the “~~Parent Company~~”“Company”) is a corporation formed in the State of New Jersey. Until October of 2012, we operated as a natural and organic food products company before management decided to transition the ~~Company’s~~Company's line of business to capitalize on its relationships within the rapidly growing Software-as-a-Service (SaaS), enterprise software and mobile application markets. The Company is engaged in the software and mobile application development and video production businesses.

During October 2012, the ~~Parent~~ Company began integrating a digital plan and strategy which shifted the Company’s focus to expanding the online network and community, as well as an expansion of online services, with a focus on developing various SaaS models in the health, wellness, fitness, lifestyles of health and sustainability (LOHAS) and healthcare industries.

During the fiscal year ended October 31, ~~2013,~~2014, we did not generate any revenues as we were integrating our new business model, and developing software products. The Company was in development of a calorie calculator and comparison operator for web and mobile applications, as well as other related software.

The Company expects to develop, license and acquire software applications that will generate revenue through subscription fees, in-app upgrades, purchases and advertising. The Company is currently working on several software applications including a calorie calculator and food comparison software solution so that consumers can be informed and compare what foods they are eating and be able to accurately calculate their daily calories per item, as well as compare foods with each other to learn and understand what the healthier options are. The Company is actively seeking strategic partners and acquisition targets in order to grow and expand.

The Company continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditions to continue for the foreseeable future. As of October 31, ~~2013,~~2014, the Company had no$608 cash available for operations and had an accumulated deficit of ~~$9,885,044.~~$10,250,388. Management believes that cash on hand as of October 31, ~~2013~~2014 is not sufficient to fund operations through October 31, ~~2014.~~2015. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company.

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

Since October 31, 2012, the Company has engaged in the software and mobile application development and video production businesses.

On October 11, 2012, Fresh Harvest Products, Inc. (referred to herein as the “Company”, “we”, “us” and “our”), the Company, AC LaRocco, Inc., the Company’s wholly-owned subsidiary (the “Subsidiary”), ACL Foods, LLC (“Foods”), and Rose & Shore, Inc. (“R&S”), entered into an agreement (the “Agreement”) pursuant to which the parties have agreed to enter into a transaction whereby (i) Foods & R&S release the Company and the Subsidiary from their respective debt obligations to Foods & R&S, including the Secured Promissory Note, the Security Agreement, the Tri-party Agreement, the Assignment and License Agreement (between the Subsidiary and R&S), the Accounts Collection “Lock Box Agreement (between the Subsidiary and R&S), and the personal guaranty of the Subsidiaries obligations to R&S executed by Michael Friedman, the Company’s President & CEO; and, (ii) Foods shall assume obligations and fees due R&S and a certain food broker for a retail client of Subsidiary’s, in consideration for the assignment to Foods of the rights, title and interest in certain intellectual property rights of Subsidiary and R&S. Each of the parties had been or were a manufacturer (or related to manufacturer) of Subsidiary, up to the date of these Agreements, and both parties were creditors of Subsidiary.

On October 11, 2012, the Company and Foods entered into a consulting agreement (the “Consulting Agreement”) pursuant to which the Company shall perform consulting services to Better For You Foods, LLC (“BFY”), for a fee of $50,000 upon the occurrence of a change in control, which is defined as the occurrence of any transaction that results in the affiliates of BFY no longer having direct or indirect control of at least 50% of the then voting powers of BFY.

On October 11, 2012, the Company, the Subsidiary, R&S and Foods entered into an Assignment of Intellectual Property Agreement pursuant to which the Company and the Subsidiary transferred to Foods at the Closing all of the Company’s and the Subsidiary’s right, title and interest in and to certain AC LaRocco brand properties, including without limitation all trademarks, trade names, copyrights, intellectual property rights and other related rights thereto (the “Transferred Property”).

On October 1, 2012, Fresh Harvest Products, Inc. (the “Company”) entered into letter agreements with Michael J. Friedman, the Company’s President, CEO and Chairman of the Board of Directors, and Jay Odintz, a Member of the Company’s Board of Directors, pursuant to which the Company, Mr. Friedman and Mr. Odintz agreed to convert an aggregate of $320,000 in liabilities ($228,000 in accrued but unpaid compensation to Mr. Friedman and $46,000 to each individual in accrued but unpaid Director’s fees) into an aggregate 5,000,000 Series A Convertible Preferred Shares, par value $0.0001 (the “Series A Preferred Shares”) and an aggregate 566,666,666 Common Shares, 413,333,333 and 153,333,333, respectively. The Series A Preferred Shares are convertible into an aggregate 500,000,000 restricted common shares.

As of October 31, ~~2013,~~2014, we had one full time employee and several full and part-time third party independent contractors. Currently, the Company’s sole employee, is our President and Chief Executive Officer. We anticipate retaining additional sales and marketing (employees or consultants) and clerical personnel within the next 12 months, if and when our financial resources permit.

We are subject to various risks that may materially harm our business, financial condition and results of operations. An investor should carefully consider the risks and uncertainties described below and the other information in this Annual Report on Form 10-K before deciding to purchase our securities. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our common stock could decline or we may be forced to cease operations.

We have limited capital resources and have experienced net losses and negative cash flows and we expect these conditions to continue for the foreseeable future, as such we expect that we will need to obtain additional financing to continue to operate our business. Such financing may be unavailable or available only on disadvantageous terms, which could cause the Company to curtail its business operations and delay the execution of its business plan. To date, we have not generated significant revenues. Our net losses for the years ended October 31, 2014 and 2013 were $365,344 and ~~2012 were~~ $566,859 ~~and $1,488,485~~ respectively. As of October 31, ~~2013,~~2014, we realized an accumulated deficit of ~~$9,885,044~~$10,250,388 and we had no$608 cash on hand. Our revenues have not been sufficient to sustain our operations and we expect that our revenues will not be sufficient to sustain our operations for the foreseeable future. As such, we expect that we will continue to need significant financing to operate our business. Furthermore, there can be no assurance that additional financing will be available or that the terms of such additional financing, if available, will be acceptable to us. If additional financing is not available or not available on terms acceptable to us, our ability to fund our operations or otherwise respond to competitive pressures may be significantly impaired. We could also be forced to curtail our business operations, reduce our investments, decrease or eliminate capital expenditures and delay the execution of our business plan, including, without limitation, all aspects of our operations, which would have a material adverse affect on our business. The items discussed above raise substantial doubt about our ability to continue as a going concern. We cannot assure you that we can achieve or sustain profitability in the future. Our operations are subject to the risks and competition inherent in the establishment of a business enterprise. There can be no assurance that future operations will be profitable. Revenues and profits, if any, will depend upon various factors, including whether our products achieve market acceptance and whether we obtain additional financing. We may not achieve our business objectives and the failure to achieve such goals would have a materially adverse impact on us.

We are currently in default with respect to various outstanding debt obligations, which if we fail to repay, could result in foreclosure upon our assets. We are currently in default with respect to a number of our debt obligations. In the event we are unable to repay such debt obligations, we could lose all of our assets and be forced to cease our operations.

We may be required to raise additional financing by issuing new securities with terms or rights superior to those of our shares of common stock, which could adversely affect the market price of our shares of common stock and our business. We will require additional financing to fund future operations. We may not be able to obtain financing on favorable terms, if at all. If we raise additional funds by issuing equity securities, the percentage ownership of our current stockholders will be reduced, and the holders of the new equity securities may have rights superior to those of the holders of shares of common stock, which could adversely affect the market price and the voting power of shares of our common stock. If we raise additional funds by issuing debt securities, the holders of these debt securities may similarly have some rights senior to those of the holders of shares of common stock, and the terms of these debt securities could impose restrictions on operations and create a significant interest expense for us which could have a materially adverse affect on our business.

Accrued and Unpaid Payroll Taxes. As of October 31, ~~2013,~~2014, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $135,875 and $30,084, respectively, plus applicable interest and penalties. The total amount due to both taxing authorities including penalties and interest was $165,959 as of October 31, ~~2013~~2014 and ~~2012,~~2013, subject to further penalties and interest plus accruals on unpaid wages. The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company. If we are unable to resolve these tax liabilities such failure could have a material adverse effect on our business, ~~consolidated~~ financial condition, results of operations or liquidity.

~~We have not yet completed our merger with New York FHP, nor do we plan to do so.~~ On December 16, 2005, the Parent Company entered into an Agreement and Plan of Acquisition and Merger (the “Merger Agreement”) with Fresh Harvest Products, Inc., a New York corporation (“New York FHP”), Michael Friedman, Marcia Roberts and Illuminate, Inc. The Merger Agreement contemplates the merger of the Parent Company and New York FHP (the “Merger”). Although the Parent Company has operated as if the Merger was consummated in December 2005, it has come to the Parent Company’s attention that certain required filings were not made in the State of New Jersey and the State of New York to properly consummate the Merger. As a result, as of the date of this Annual Report on Form 10-K, the Parent Company and New York FHP had not completed the Merger. In order to complete the Merger, the Parent Company and New York FHP plan to take the following steps:

~~The Parent Company previously intended to take the steps required to complete the Merger; but after changing its business plan in 2012, determined not to do so.~~

We may suffer the loss of key personnel or may be unable to attract and retain qualified personnel to maintain and expand our business which have a material adverse affect on our business. Our success is highly dependent on the continued services of certain skilled management and personnel. The loss of any of these individuals could have a material adverse effect on us. In addition, our success will depend upon, among other factors, the recruitment and retention of additional highly skilled and experienced management and personnel. There can be no assurance that we will be able to retain existing employees or to attract and retain additional personnel on acceptable terms given the competition for such personnel and our limited financial resources. In addition, we are highly dependent on the services of our President and Chief Executive Officer, Michael Friedman, and Mr. Friedman devotes a portion of his time to unrelated business interests.

Significant Control of the Company is held by management and the Board of Directors. As of October 31, ~~2013,~~2014, our directors and officers hold the power to vote an aggregate of 52.50% of our common shares. As a result, any person who acquires our common shares will likely have little or no ability to influence or control the Company.

Our common stock is considered a “penny stock” and as a result, related broker-dealer requirements may hamper its trading and liquidity. Our common stock is considered to be a “penny stock” since it meets one or more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section 15(g) of the Exchange Act. These include but are not limited to the following: (i) the common stock trades at a price less than $5.00 per share; (ii) the common stock is not traded on a “recognized” national exchange; or (iii) the common stock is issued by a company with average revenues of less than $6.0 million for the past three (3) years. The principal result or effect of being designated a “penny stock” is that securities broker-dealers cannot recommend our common stock to investors, thus hampering its liquidity.

Section 15(g) and Rule 15g-2 require broker-dealers dealing in penny stocks to provide potential investors with documentation disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the documents before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any of our shares.

Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives.

We may have difficulty raising necessary capital to fund operations as a result of market price volatility for our shares of common stock. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including:

Because we have limited revenues to date, you may consider any one of these factors to be material. Our stock price may fluctuate widely as a result of any of the above listed factors. In recent years, the securities markets in the U.S. have experienced a high level of price and volume volatility, and the market price of securities of many companies have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values or prospects of such companies. For these reasons, our shares of common stock can also be expected to be subject to volatility resulting from purely market forces over which we will have no control. If our business development plans are successful, we may require additional financing to continue to develop our products and to expand into new markets. The success of our products may, therefore, be dependent upon our ability to obtain financing through debt and equity or other means.

We will not pay cash dividends and investors may have to sell their shares in order to realize their investment. We do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and marketing of our products. As a result, investors may have to sell their shares of common stock to realize their investment.

Our business and future operating results may be adversely affected by events that are outside of our control. Our business and operating results are vulnerable to interruption by events outside of our control, such as pandemics, earthquakes, fire, power loss, telecommunications failures and uncertainties arising out of terrorist attacks throughout the world, the economic consequences of military action and the associated political instability, and the effect of heightened security concerns on domestic and international travel and commerce.

We can provide no assurance that our business will be able to maintain a competitive technology advantage in the future. The Company’s ability to generate revenues now and in the future is based upon maintaining a competitive technology advantage over its competition. We can provide no assurances that we will be able to garner nor maintain a competitive technology advance in the future over our competitors, which have significantly more experience and are better capitalized than us.

No assurances can be given that we will be able to keep up with a rapidly changing technology market or that we can prevent unauthorized access to our customer data. Failure to keep up with rapidly changing technologies and marketing practices could cause our products and services to become less competitive or obsolete, which could result in loss of market share and revenues. Advances in information technology are changing the way clients use and purchase information products and services. Maintaining a technological competitiveness of any products, software systems and services is key to our future success. However, the complexity and uncertainty regarding the development of new technologies and the extent and timing of market acceptance of innovative products and services create difficulties in maintaining this competitiveness. Without the timely introduction of new products, services and enhancements, our products and services will become technologically or commercially obsolete over time, in which case our revenue and operating results would suffer. Consumer needs and the business information industry as a whole are in a constant state of change. Our ability to continually improve our current processes and products in response to changes in technology and to develop new products and services are essential in maintaining our competitive position and meeting the increasingly sophisticated requirements of our clients. If we fail to enhance our current products and services or fail to develop new products in light of emerging technologies and industry standards, we could lose clients to current or future competitors, which could result in impairment of our growth prospects and revenues. A significant breach of the confidentiality of the information we may hold or of the security of our or our customers’, suppliers’, or other partners’ computer systems could be detrimental to our business, reputation and results of operations. Our business may require the storage, transmission and utilization of data.

If we fail to respond quickly to technological developments, our service may become uncompetitive and obsolete. The markets in which we plan to compete are expected to experience rapid technology developments, changes in industry standards, changes in customer requirements and frequent new improvements. If we are unable to respond quickly to these developments, we may lose competitive position, and our technologies may become uncompetitive or obsolete, causing revenues and operating results to suffer. In order to compete, we may be required to develop or acquire new technology and improve our existing technology and processes on a schedule that keeps pace with technological developments. We must also be able to support a range of changing customer preferences. We cannot guarantee that we will be successful in any manner in these efforts.

We May Not Be Able To Garner Technological Expertise, Which Would Adversely Impact Our Business. The markets for our information technology services are characterized by rapidly changing technology and evolving process development. Our business will depend upon our ability to:

We cannot be certain that we will develop capabilities required by potential customers in the future. Also, the emergence of new technologies, industry standards or customer requirements may render our equipment, inventory or processes obsolete or noncompetitive. In addition, we may have to acquire new testing technologies and equipment and train personnel to remain competitive. The acquisition and implementation of new technologies and equipment and training of new personnel may require significant expense or capital investment. Our failure to anticipate and adapt to our customers’ changing technological needs and requirements would harm our ability to attract new customers and maintain existing customers. Our inability to maintain and expand our customer base could force us to curtail or cease our business operations.

We Have An Unproven Business Model And No Technical Operating History, Which Makes It Difficult To Evaluate Our Current Business And Future Prospects For Generating Revenues. We have only a very limited operating history upon which to base an evaluation of our current business and future prospects and we have yet to receive widespread acceptance of our services. We started our current business in October 2012. Our limited operating history and the overall economic environment make an evaluation of our business and prospects very difficult. We encounter certain risks and difficulties including, but ~~are~~ not limited to, the following:

We may not be able to successfully address any of these risks. Failure to adequately do so could seriously impair our ability to operate, cause our revenues to decline and force us to curtail or cease our business operations.

We May Incur Significant Operating Losses In The Future, Which May Force Us to Cease Operations Or Significantly Curtail Our Business. Our success to generate revenues depends on numerous factors, including the ability to service our clients, provide needed information technology services and products, collect revenues from potential clients, and to develop new markets. However, developing new products and markets will lead to more expenses, being incurred as we have to, among other things:

If our revenue does not grow to offset these expected increased expenses, we will not be profitable. Furthermore, if our operating expenses exceed our expectations, or if we encounter difficulties in collecting the revenue from our customers, our financial performance will be adversely affected and we could be forced to curtail or cease our business operations.

We Depend On The Continued Services Of Our Executive Officers, And The Loss Of Key Personnel Could Affect Our Ability To Successfully Grow Our Business. We are highly dependent upon the services of Mr. Friedman, our CEO, President and Chairman. The permanent loss of our key executive could have a material adverse effect upon our operating results. We may not be able to locate a suitable replacement if his services were lost. We do not maintain key man life insurance on him. Our future success will also depend, in part, upon our ability to attract and retain highly qualified personnel. Our inability to retain additional key executives and to attract new, qualified personnel could cause us to curtail our business operations.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

The ~~Parent~~ Company maintains its office in New York, New York. There is a month-to-month office lease. The rent is approximately $1,050 per month for ~~the~~our current office located in New York and we did not pay, but accrued, rent for our office during 2014 and 2013. We maintain a limited amount of office equipment and do not lease any vehicles.

As of October 31, ~~2013,~~2014, we were not a party to any material legal proceedings. We currently have ~~twenty-two (22)~~twenty-four (24) convertible promissory notes that are in default, and we may be subject to legal proceedings or lawsuits from any number of those convertible noteholders, including the below Notice of Commencement of Action Subject to Mandatory Electronic Filing.

On April 7, 2013, three note holders (Brook Hazelton, Benjamin M. Manalaysay, Jr., and Diego McDonald, the ~~”Plaintiffs”~~“Plaintiffs”), whom together invested a total principal amount of $45,000 in the form of Convertible Promissory Notes (the ~~”Notes”~~“Notes”) to the Company, together filed a “Notice of Commencement of Action Subject to Mandatory Electronic Filing” in the Supreme Count of the State of New York, County of New York. The Plaintiffs alleged that the Company breached their contracts with the Plaintiffs, and included causes of action for unjust enrichment and related claims, seeking repayment of each of their respective convertible promissory notes plus interest. Since the initial filing, the Plaintiffs have not proceeded with the case.

The ~~Parent~~ Company’s common stock is quoted on the OTCQB. The following table sets forth the range of high and low bid prices per share of the ~~Parent~~ Company’s common stock for each of the periods indicated, as reported on www.otcmarkets.com.

QUARTER	HIGH BID		LOW BID		HIGH BID		LOW BID
4^th Quarter 2014					$	0.0010	$	0.0001
3^rd Quarter 2014					$	0.0006	$	0.0002
2^nd Quarter 2014					$	0.0007	$	0.0001
1^st Quarter 2014					$	0.0003	$	0.0001

4^th Quarter 2013	$	0.0004	$	0.0001	$	0.0004	$	0.0001
3^rd Quarter 2013	$	0.0003	$	0.0001	$	0.0003	$	0.0001
2^nd Quarter 2013	$	0.0003	$	0.0001	$	0.0003	$	0.0001
1^st Quarter 2013	$	0.0005	$	0.0001	$	0.0005	$	0.0001

4^th Quarter 2012	$	0.0007	$	0.0003
3^rd Quarter 2012	$	0.0021	$	0.0008
2^nd Quarter 2012	$	0.004	$	0.0011
1^st Quarter 2012	$	0.014	$	0.0012

These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions, and may not necessarily represent actual transactions. As of October 31, ~~2013,~~2014, the last reported price of our common was $0.0003 per share.

As of October 31, ~~2013~~2014 there were 132 qualified holders of record of the ~~Parent~~ Company’s common stock. This does not reflect persons or entities that hold their stock in nominee or “street name”.

There are no restrictions in our Articles of Incorporation or Bylaws that restrict us from declaring dividends. The New Jersey Business Law, however, does prohibit us from declaring dividends where, after giving effect to the distribution of the dividend, we would not be able to pay our debts as they become due in the usual course of business or our total assets would be less than the sum of our total liabilities.

We have not paid any cash dividend to date and we will not be able to pay any cash dividends on our common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of our Board of Directors and to the above mentioned limitations imposed under the New Jersey Business Corporations Act. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operation, financial condition, cash requirements and other factors deemed relevant by our Board of Directors.

During the fiscal year ended October 31, ~~2013,~~2014, the ~~Parent~~ Company did not enter into agreements with any creditors and note holders of the Company to convert any debt owed by the Company into shares of the Company’s common stock, which have been issued.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Some of the information in this section contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or similar words.

~~We believe it is important~~While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to ~~communicate our expectations. However, there may be events in~~update any of the ~~future that we are not able~~forward-looking statements to ~~accurately predict or over which we have no control.~~conform these statements to actual results. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth elsewhere in this Annual Report on Form 10-K.

Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “Fresh Harvest” in this Annual Report on Form 10-K collectively refers to Fresh Harvest Products, Inc., a New Jersey corporation (the ~~“Parent Company”~~“Company”)~~, and subsidiaries.~~.

We were formed in New Jersey as a blank check company on April 21, 2005 with no operations, assets or purpose other than the purpose of seeking a privately held operating company as an acquisition or merger candidate.

On December 16, 2005, the ~~Parent~~ Company entered into an Agreement and Plan of Acquisition and Merger (the “Merger Agreement”) with Fresh Harvest Products, Inc., a New York corporation (“New York FHP”), Michael Friedman, Marcia Roberts and Illuminate, Inc. The Merger Agreement contemplates the merger of the ~~Parent~~ Company and New York FHP (the “Merger”). Although the ~~Parent~~ Company has operated as if the Merger was consummated in December 2005, it has come to the ~~Parent~~ Company’s attention that certain required filings were not made in the State of New Jersey and the State of New York to properly consummate the Merger. As a result, as of the date of this Annual Report on Form 10-K, the ~~Parent~~ Company and New York FHP had not completed the Merger, and the Company does not now plan to do so as the Company’s business plan has changed.

From December 16, 2005 through October 11, 2012, our business plan had been to develop proprietary natural, organic and healthy products to sell, market and distribute. Our goal iswas to bring healthy, great tasting natural and organic products at affordable prices to the mass markets. We sold our products to select supermarkets chains and retailers in the United States.

Since October 11, 2012, our primary efforts have been devoted to developing software. Accordingly, we have limited capital resources and have experienced net losses and negative cash flows from operations since inception and expect these conditions to continue for the foreseeable future.

During October 2012, the Company began integrating a digital plan and strategy which shifted the Company’s focus to expanding the online network and community, as well as an expansion of online services, with a focus on developing various Software-as-a-Service (SaaS) models in the health, wellness, fitness LOHAS and healthcare industries.

As of October 31, ~~2013,~~2014, the Company had current assets of ~~$0.~~$608. The Company has no liquid cash and other liquid assets on hand as of October 31, ~~2013~~2014 and does not have sufficient funds to operate for the next 12 months. Accordingly, we will be required to raise additional funds to meet our short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to us. In this regard, we have obtained and will continue to attempt to obtain (short and long term) loans for inventory purchases, new product development, expansion, advertising and marketing. We cannot assure you that we will be successful in obtaining the aforementioned financings (either debt or equity) on terms acceptable to us, or otherwise.

Our audited financial statements contained in this Annual Report on Form 10-K have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business.

As of and for the year ended October 31, ~~2013,~~2014, our auditors have expressed substantial doubt we will continue as a going concern.

Results of Operations for the Fiscal Year Ending October 31, ~~2013~~2014 and October 31, ~~2012~~2013

For the year ended October 31, ~~2013,~~2014, we recorded gross revenues of $0 versus $0 for a ~~$0 or~~ 0% change from the previous year ended October 31, ~~2012.~~2013. The Company believes that the ~~zero~~$0 revenue was due to the Company’s shift in its business model.

For the year ended October 31, ~~2013,~~2014, gross profit was $0 versus $0 for a ~~$0 or~~ 0% change from the previous year ended October 31, ~~2012.~~2013. The Company believes that the zero gross profit is due to the Company’s shift in its business model.

For the year ended October 31, ~~2013,~~2014, operating expenses ~~decreased~~increased to $335,965 from $284,279 ~~from $1,420,092~~ or ~~79.98%~~18.18% over the year ended October 31, ~~2012.~~2013. The ~~decrease~~increase is due to the Company’s ~~transition out of the food and beverage business~~increasing expenses related to developing our software and mobile applications which caused ~~a decrease~~an increase in operations, sales, ~~marketing, legal, professional~~ and ~~general and administrative~~marketing expenses.

For the year ended October 31, ~~2013,~~2014, interest expense on our convertible notes payable ~~increased~~decreased to $156,206 from $231,591 ~~from $83,715~~ or ~~176.64% increase~~32.55% decrease over the year ended October 31, ~~2012.~~2013. This ~~increase~~decrease is primarily due to the notes payable interest accruals and derivative ~~adjustments made during the year ended October 31, 2013.~~adjustments.

For the year ended October 31, ~~2013,~~2014, we realized a net loss of ~~$566,859~~$365,344 as compared to a net loss of ~~$1,488,485~~$566,859 for the year ended October 31, ~~2012.~~2013. The decrease of ~~$921,626~~$201,515 was due to ~~several factors, including the decreases~~increases in ~~legal and professional fees, sales and marketing and general and administrative expenses.~~derivative adjustments.

Since inception, we have not been able to finance our business from cash flows from operations and have been reliant upon loans and proceeds from the sale of equity which may not be available to us in the future, or if available, on reasonable terms. Accordingly, if we are unable to obtain funding from loans and the sale of our equity, it is unlikely that we will be able to continue as a going concern.

As of October 31, ~~2013,~~2014, we had current assets of $0$608 and we had total liabilities of ~~$2,666,876.~~$3,032,828.

Currently, we do not have sufficient financial resources to implement or complete our business plan. We cannot be assured that revenue from operations will be sufficient to fund our activities during the next 12 months. Accordingly, we will have to seek alternate sources of capital. We can offer no assurance that we will be able to raise such funds on acceptable terms to us or otherwise. If we are unsuccessful in our attempts to raise sufficient capital, we may have to cease operations or postpone our plans to initiate or complete our business plan. Our insolvent financial condition also may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our current financial condition. For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.

If we are unable to raise the required financing, we may have to cease operations. Currently, we have a limited credit history with vendors, suppliers, manufacturers, packagers and food producers; we must pay for our purchases “up front” and are not granted credit terms. This will continue until we have established a satisfactory credit history. We cannot estimate, with any certainty, how long this may take, or if it will occur at all. Our inability to obtain credit from such providers has a significant impact upon our liquidity and our ability to utilize funds for other purposes. Similarly, if and when we hire additional personnel, including management and sales personnel, the cost related to such hiring will have a significant impact on our liquidity and deployment of funds.

As of October 31, ~~2013,~~2014, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $135,875 and $30,084, respectively, plus applicable interest and penalties. The total amount due to both taxing authorities including penalties and interest was $165,959 as of October 31, ~~2013,~~2014 and ~~2012,~~2013, subject to further penalties and interest plus accruals on unpaid wages. The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company.

We do not believe that inflation had a significant impact on our results of operations for the periods presented.

On October 11, 2012, Fresh Harvest Products, Inc. (referred to herein as the “Company”, “we”, “us” and “our”), the Company, AC LaRocco, Inc., the Company’s wholly-owned subsidiary (the “Subsidiary”), ACL Foods, LLC (“Foods”), and Rose & Shore, Inc. (“R&S”), entered into an agreement (the “Agreement”) pursuant to which the parties have agreed to enter into a transaction whereby (i) Foods & R&S release the Company and the Subsidiary from their respective debt obligations to Foods & R&S, including the Secured Promissory Note, the Security Agreement, the Tri-party Agreement, the Assignment and License Agreement (between the Subsidiary and R&S), the Accounts Collection “Lock Box Agreement (between the Subsidiary and R&S), and the personal guaranty of the Subsidiaries obligations to R&S executed by Michael Friedman, the Company’s President & CEO; and, (ii) Foods shall assume obligations and fees due R&S and a certain food broker for a retail client of Subsidiary’s, in consideration for the assignment to Foods of the rights, title and interest in certain intellectual property rights of Subsidiary and R&S. Each of the parties had been or were a manufacturer (or related to manufacturer) of the Subsidiary, up to the date of these Agreements, and both parties were creditors of the Subsidiary.

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements in accordance with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including the recoverability of tangible and intangible assets, disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of expenses during the periods covered.

A summary of accounting policies that have been applied to the historical financial statements can be found in the notes to our ~~consolidated~~ financial statements.

We evaluate our estimates on an on-going basis. The most significant estimates relate to deferred financing and issuance costs, and the fair value of financial instruments. We base our estimates on historical company and industry experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which, form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ materially from those estimates.

The following is a brief discussion of our critical accounting policies and methods, and the judgments and estimates used by us in their application.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.

Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Sales will be recognized when an online transaction is processed, which occurs when a user of one of our software products purchases the products online or in an app. Sales are reported net of sales incentives, which could include discounts and promotions.

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

The Company’s financial instruments, including accounts payable are reflected in the accompanying consolidated financial statements at carrying value, which approximates fair value because of the short-term maturity of these instruments.

~~The Company accounts for common stock issued to employees, directors, and consultants in accordance with the provisions of the ASC 718~~ ~~Stock Based Compensation~~. The compensation cost relating to share-based payment transactions will be recognized in the consolidated financial statements. The cost associated with common stock issued to employees, directors and consultants will be recognized, at fair value, on the date issued. Awards granted to non-employee consultants will be subsequently re-measured to current fair value until performance is completed or a performance commitment exists.

~~For the years ended October 31, 2013 and 2012, the Company recognized $0 and $752,230 in stock based compensation expense.~~

~~Accounting for Uncertain Tax Positions~~ The Parent Company and or its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities for the years prior to October 31, 2006. With respect to state and local jurisdictions, with limited exception, the Parent Company and or its subsidiaries are no longer subject to income tax audits prior to October 31, 2007. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years.

~~As of October 31, 2013, based on Management’s review of the Company’s tax position, the Company and or subsidiaries had no significant unrecognized tax liabilities~~

~~We are a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~

~~Immediately following are our audited consolidated financial statements and notes for the fiscal year ended October 31, 2013.~~

We have audited the accompanying consolidated balance sheets of Fresh Harvest Products, Inc. (the Company) as of October 31, 2013, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the year ended October 31, 2013, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2013, and the results of its operations and its cash flows for the year ended October 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Substantial Doubt about the Company’s ability to Continue as a Going Concern~~

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and has no revenues. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

~~Fresh Harvest Products, Inc. (the “Parent Company~~”) is a corporation formed in the State of New Jersey. Until October of 2012, we operated as a natural and organic food products company before management decided to transition the Company’s line of business to capitalize on its relationships within the rapidly growing Software-as-a-Service (SaaS), enterprise software and mobile application markets. The Company is engaged in the software and mobile application development and video production businesses.

During October 2012, the Parent Company began integrating a digital plan and strategy which shifted the Company’s focus to expanding the online network and community, as well as an expansion of online services, with a focus on developing various SaaS models in the health, wellness, fitness, lifestyles of health and sustainability (LOHAS) and healthcare industries.

During the fiscal year ended October 31, 2013, we did not generate any revenues as we were integrating our new business model, and developing software products. The Company was in development of a calorie calculator and comparison operator for web and mobile applications, as well as other related software.

On October 11, 2012, Fresh Harvest Products, Inc. (referred to herein as the “Company”, “we”, “us” and “our”), the Company, AC LaRocco, Inc., the Company’s wholly-owned subsidiary (the “Subsidiary”), ACL Foods, LLC (“Foods”), and Rose & Shore, Inc. (“R&S”), entered into an agreement (the “Agreement”) pursuant to which the parties agreed to enter into a transaction whereby (i) Foods & R&S released the Company and the Subsidiary from their respective debt obligations to Foods & R&S, including the Secured Promissory Note, the Security Agreement, the Tri-party Agreement, the Assignment and License Agreement (between the Subsidiary and R&S), the Accounts Collection “Lock Box Agreement (between the Subsidiary and R&S), and the personal guaranty of the Subsidiaries obligations to R&S executed by Michael Friedman, the Company’s President & CEO; and (ii) Foods assumed obligations and fees due R&S and a certain food broker for a retail client of the Subsidiary’s, in consideration for the assignment to Foods of the rights, title and interest in certain intellectual property rights of the Subsidiary and R&S. Each of the parties had been or were a manufacturer (or related to manufacturer) of the Subsidiary, up to the date of these Agreements, and both parties were creditors of the Subsidiary.

~~On December 16, 2005, the Parent Company entered into an Agreement and Plan of Acquisition and Merger (the “Merger Agreement”) with Fresh Harvest Products, Inc., a New York corporation (“New York FHP~~”), Michael Friedman, Marcia Roberts and Illuminate, Inc. The Merger Agreement contemplates the merger of the Parent Company and New York FHP (the “Merger”). Although the Parent Company has operated as if the Merger was consummated in December 2005, it has come to the Company’s attention that certain required filings were not made in the State of New Jersey and the State of New York to properly consummate the Merger. As a result, as of the date of this Annual Report on Form 10-K, the Parent Company and New York FHP had not completed the Merger, and the Company does not plan to do so as the Company’s business plan has changed. The Company has not completed the merger, nor does it intend to do so in the future.

The Parent Company was formed in New Jersey as a blank check company on April 21, 2005 with no operations, assets or purpose other than the purpose of seeking a privately held operating company as an acquisition or merger candidate.

The Company continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditions to continue for the foreseeable future. As of October 31, 2013, the Company had no cash available for operations and had an accumulated deficit of $9,885,044. Management believes that cash on hand as of October 31, 2013 is not sufficient to fund operations through October 31, 2014. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company.

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

~~Since October 31, 2012, the Company has engaged in the software and mobile application development and video production businesses.~~

The accompanying financial statements have been prepared on a going-concern basis, which contemplates the continuation of operations, realization of assets and liquidation of liabilities in the ordinary course of business.

~~For the years ended October 31, 2013 and 2012, the Company reported a net loss of $566,859 and $1,488,485, respectively.~~

~~As of October 31, 2013, the Company maintained total assets of $0, total liabilities including long-term debt of $2,666,876 along with an accumulated deficit of $9,885,044.~~

Management believes that additional capital will be required to fund operations through the year ended October 31, 2014 and beyond, as it attempts to generate increasing revenue, and develop new products. Management intends to attempt to raise capital through additional equity offerings and debt obligations. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company’s insolvent financial condition also may create a risk that we may be forced to file for protection under applicable bankruptcy laws or state insolvency statutes. We also may face the risk that a receiver may be appointed. We face that risk and other risks resulting from our current financial condition. For these and other reasons, our management recognizes the adverse difficulties and continuing severe challenges we face. Apart from the limited funds that we have received there can be no assurance that we will receive any financing or funding from any source or if any financing should be obtained, that existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.

The Company’s operations are subject to certain additional risks and uncertainties including, among others, dependence on outside suppliers and manufacturers, competition, dependence on its exclusive license and relationship with the licensor, uncertainties regarding patents and proprietary rights, dependence on key personnel, and other business risks. In addition, there is no assurance, assuming the Company is successful in raising additional capital that the Company will be successful in achieving profitability or positive cash flow.

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended October 31, 2013 and 2012.

The Company prepares its financial statements on the accrual basis of accounting. The accompanying consolidated financial statements include the accounts of the Company, and its wholly owned subsidiary. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Because of the use of estimates inherent in the financial reporting process, actual results may differ significantly from those estimates.

The Company maintains cash balances in a non-interest bearing account that currently does not exceed federally insured limits. For the purpose of the consolidated statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of October 31, 2013.

Basic net loss per common share (“EPS”) is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Sales will be recognized when an online transaction is processed, which occurs when a user of one of ~~our~~the Company’s software products purchases the products online or in an app. Sales are reported net of sales incentives, which could include discounts and promotions.

Advertising is expensed when incurred. ~~For the years ended October 31, 2013 and 2012, advertising expense was $0 and $0, respectively.~~

Fresh Harvest’s financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, and debt. The carrying value of these financial instruments is considered to be representative of their fair value due to the short maturity of these instruments. The carrying amount of the debt approximates fair value, because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Fresh Harvest’s derivative liabilities were adjusted to fair market value at the end of each reporting period, using Level 3 inputs.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows:

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

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or 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 assets or liabilities.

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

The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts payable, accrued expenses and interest, certain notes payable and notes payable – due to related parties, approximate their fair values because of the short maturity of these instruments.

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 6).

The Company evaluates embedded conversion features within convertible debt under Accounting Standards Codification (“ASC”) 815 “Derivatives and Hedging” to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes recorded in earnings. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20 “Debt with Conversion and Other Options” for consideration of any beneficial feature.

When the Company issues debt that contains a conversion feature, it first evaluates whether the conversion feature meets the requirements to be treated as a derivative: a) one or more underlying, typically the price of the Company's stock; b) one or more notional amounts or payment provisions or both, generally the number of shares upon conversion; c) no initial net investment, which typically excludes the amount borrowed; and d) net settlement provisions, which in the case of convertible debt generally means the stock received upon conversion can be readily sold for cash. There are certain scope exceptions from derivative treatment, but these typically exclude conversion features that provide for a variable number of shares.

If the conversion feature within convertible debt meet the requirements to be treated as a derivative, Fresh Harvest estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date.

The accounting treatment of derivative financial instruments requires that the Company record the embedded conversion option at their fair values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date. Any change in fair value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date. The Company reassesses the classification of its derivative instruments at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification. As a result of entering into warrant agreements, for which such instruments contained a variable conversion feature with no floor, the Company has adopted a sequencing policy in accordance with ASC 815-40-35-12 “Derivatives and Hedging” (provides comprehensive guidance on derivative and hedging transactions) whereby all future instruments may be classified as a derivative liability with the exception of instruments related to share-based compensation issued to employees or directors.

The Company may record debt issue costs and/or debt discounts in connection with raising funds through the issuance of debt. These costs may be paid in the form of cash, or equity (such as warrants). These costs are amortized to interest expense over the life of the debt. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

The Company accounts for common stock issued to employees, directors, and consultants in accordance with the provisions of the ASC 718 Stock Based Compensation. The compensation cost relating to share-based payment transactions will be recognized in the financial statements. The cost associated with common stock issued to employees, directors and consultants will be recognized, at fair value, on the date issued. Awards granted to non-employee consultants will be subsequently re-measured to current fair value until performance is completed or a performance commitment exists.

For the years ended October 31, 2014 and 2013, the Company recognized $0 in stock based compensation expense.

The Company files income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities for the years prior to October 31, 2006. With respect to state and local jurisdictions, with limited exception, the Company is no longer subject to income tax audits prior to October 31, 2007. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years.

As of October 31, 2014, based on Management’s review of the Company’s tax position, the Company had no significant unrecognized tax liabilities

We are a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Immediately following are our audited financial statements and notes for the fiscal year ended October 31, 2014.

We have audited the accompanying balance sheets of Fresh Harvest Products, Inc. (the Company) as of October 31, 2014 and 2013, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Substantial Doubt about the Company’s ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and has no revenues. These factors, and the need for additional financing in order for the Company to meet its business plans raises substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Fresh Harvest Products, Inc. (the “Company”) is a corporation formed in the State of New Jersey. During the fiscal year ended October 31, 2014, we did not generate any revenues as we were integrating our new business model, and developing software products. The Company was in development of a calorie calculator and comparison operator for web and mobile applications, as well as other related software.

The Company previously operated as a natural and organic food products company before management decided to transition the Company’s line of business to capitalize on its relationships within the rapidly growing Software-as-a-Service (SaaS), enterprise software and mobile application markets.

During October 2012, the Company began integrating a digital plan and strategy which will shift the Company’s focus on expanding the online network and community, as well as an expansion of online services, with a focus on developing various SaaS models in the health, wellness, fitness, lifestyles of health and sustainability (LOHAS) and healthcare industries.

The Company continues to have limited capital resources and has experienced net losses and negative cash flows from operations and expects these conditions to continue for the foreseeable future. As of October 31, 2014, the Company had $608 cash available for operations and had an accumulated deficit of $10,250,388. Management believes that cash on hand as of October 31, 2014 is not sufficient to fund operations through October 31, 2015. The Company will be required to raise additional funds to meet its short and long-term planned goals. There can be no assurance that such funds, if available at all, can be obtained on terms reasonable to the Company.

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

For the years ended October 31, 2014 and 2013, the Company reported a net loss of $365,344 and $566,859, respectively.

As of October 31, 2014, the Company maintained total assets of $608, total liabilities including notes payable of $3,032,828 along with an accumulated deficit of $10,250,388.

Management believes that additional capital will be required to fund operations through the year ended October 31, 2015 and beyond, as it attempts to generate increasing revenue, and develop new products. Management intends to attempt to raise capital through additional equity offerings and debt obligations. There can be no assurance that the Company will be successful in obtaining financing at the level needed or on terms acceptable to the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the years ended October 31, 2014 and 2013.

Basic net loss per common share ("EPS") is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per shares is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

Sales will be recognized when an online transaction is processed, which occurs when a user of one of the Company’s software products purchases the products online or in an app. Sales are reported net of sales incentives, which could include discounts and promotions.

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

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

The Company accounts for its derivative liabilities, at fair value, on a recurring basis under Level 3 (See Note 6).

If the conversion feature within convertible debt meet the requirements to be treated as a derivative, Fresh Harvest estimates the fair value of the derivative liability using the Monte Carlo Simulation Model upon the date of issuance. If the fair value of the derivative liability is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the derivative liability is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The derivative liability is revalued at the end of each reporting period and any change in fair value is recorded as a change in fair value in the ~~consolidated~~ statements of operations. The debt discount is amortized through interest expense over the life of the debt. Derivative instrument liabilities and the host debt agreement are classified on the ~~consolidated~~ balance sheets as current or non-current based on whether settlement of the derivative instrument could be required within twelve months of the balance sheet date.

~~The Company accounts for common stock issued to employees, directors, and consultants in accordance with the provisions of the Accounting Standards Codification (ASC) 718~~ ~~Stock Based Compensation~~. The compensation cost relating to share-based payment transactions will be recognized in the consolidated financial statements. The cost associated with common stock issued to employees, directors and consultants will be recognized, at fair value, on the date issued. Awards granted to non-employee consultants will be subsequently re-measured to current fair value until performance is completed or a performance commitment exists.

~~For the years ended October 31, 2013 and 2012, the Company recognized $0 and $752,230 in stock based compensation expense.~~

As of and for the year ended October 31, ~~2013,~~2014, the Company does not expect any of the recently issued accounting pronouncements to have a material impact on its financial condition or results of operations.

In accordance with ASC 855, Subsequent Events, the Company evaluated subsequent events through the date of this audit report; the date the ~~consolidated~~ financial statements were available for issue.

As of October 31, ~~2013~~2014 and October 31, ~~2012,~~2013, the Company had $16,312 and $32,312, respectively, in outstanding notes payable to related parties. As of October 31, ~~2013~~2014 and October 31, ~~2012,~~2013, the Company had ~~$3,231~~$5,897 and ~~$0,~~$3,231, respectively, in outstanding interest to related parties. The outstanding notes payable have one-year terms and 10% interest rates. The principal amount of the notes and accrued and unpaid interest is convertible into common shares of the Company upon the due date at $0.0001 per share, subject to adjustments.

The Company entered into ~~one note~~five (5) notes payable during the year ended October 31, ~~2013.~~2014. As of October 31, ~~2013~~2014 and ~~2012,~~2013, the notes payable ~~are~~were as follows:

Date of Note Issuance	Original Principal Balance		Maturity Date	Interest Rate %			Conversion Rate		Principal Balance 10/31/13			(unaudited) Principal Balance 10/31/12			Original Principal Balance		Maturity Date	Interest Rate %			Conversion Rate		Principal Balance 10/31/14		Principal Balance 10/31/13
10/17/14															$	8,500	10/17/15		10	%	$	0.00010	$	8,500	$	-
8/26/14																50,000	2/26/15		10	%	$	0.00010		52,500		-
8/26/14																50,000	2/26/15		10	%	$	0.00010		50,000		-
8/26/14																50,000	2/26/15		10	%	$	0.00010		50,000		-
8/26/14																50,000	2/26/15		10	%	$	0.00010		50,000		-
2/1/13	$	50,000	2/1/14		10	%	lesser $0.0015 or 50% discount to market		$	50,000		$	-			50,000	2/1/14		10	%		lesser $0.0015 or 50% discount to market		50,000		50,000
10/31/12		104,278	10/31/13		10	%	lesser $0.0015 or 50% discount to market			104,278			104,278			104,278	10/31/13		10	%		lesser $0.0015 or 50% discount to market		22,624		104,278
3/16/12		50,000	9/16/12		10	%	$	0.00200		60,000			60,000			50,000	9/16/12		10	%	$	0.00200		60,000		60,000
2/14/12		14,900	2/14/13		10	%	$	0.00100		24,900			24,900			14,900	2/14/13		10	%	$	0.00100		24,900		24,900
2/10/12		25,000	8/10/12		10	%	$	0.00119		25,000			25,000			25,000	8/10/12		10	%	$	0.00119		25,000		25,000
1/26/12		40,000	7/26/12		10	%	$	0.00113		8,000			8,000			40,000	7/26/12		10	%	$	0.00113		8,000		8,000
1/26/12		65,595	7/26/12		10	%	$	0.00113		27,595			27,595			65,595	7/26/12		10	%	$	0.00113		30,095		27,595
10/18/11		1,900	10/18/11		8	%	no written agreement			6,900			6,900			1,900	10/18/11		8	%		no written agreement		6,900		6,900
10/11/11		2,500	4/11/12		12	%	$	0.00390		2,500			2,500			2,500	4/11/12		12	%	$	0.00390		2,500		2,500
8/25/11		108,101	2/25/12		10	%	$	0.01000		2,631			2,631			108,101	2/25/12		10	%	$	0.01000		2,631		2,631
10/3/10		20,000	10/3/12		10	%	lesser $0.01 or 20% discount to market			20,000			20,000			20,000	10/3/12		10	%		lesser $0.01 or 20% discount to market		20,000		20,000
10/31/09		4,000	10/31/10		8	%	no written agreement			4,000			4,000			4,000	10/31/10		8	%		no written agreement		4,000		4,000
8/31/09		5,000	8/31/12		12	%	lesser $0.01 or 20% discount to market			5,000			5,000			5,000	8/31/12		12	%		lesser $0.01 or 20% discount to market		5,000		5,000
8/26/09		20,000	8/26/12		12	%	lesser $0.01 or 20% discount to market			20,000			20,000			20,000	8/26/12		12	%		lesser $0.01 or 20% discount to market		20,000		20,000
8/25/09		20,000	8/25/12		12	%	lesser $0.01 or 20% discount to market			20,000			20,000			20,000	8/25/12		12	%		lesser $0.01 or 20% discount to market		20,000		20,000
2/26/07		30,000	2/26/09		12	%	lesser $0.50 or 35% discount to market			30,000			30,000			30,000	2/26/09		12	%		lesser $0.50 or 35% discount to market		30,000		30,000
4/17/07		20,000	4/17/09		10	%	lesser $0.45 or 35% discount to market			20,000			20,000			20,000	4/17/09		10	%		lesser $0.45 or 35% discount to market		20,000		20,000
6/14/07		15,000	6/15/09		10	%	lesser $0.50 or 25% discount to market			15,000			15,000			15,000	6/15/09		10	%		lesser $0.50 or 25% discount to market		15,000		15,000
1/29/07		15,000	1/29/09		10	%	$	0.95000		15,000			15,000			15,000	1/29/09		10	%	$	0.95000		15,000		15,000
4/17/07		15,000	4/17/09		10	%	lesser $0.45 or 35% discount to market			15,000			15,000			15,000	4/17/09		10	%		lesser $0.45 or 35% discount to market		15,000		15,000
12/23/06		18,000	12/23/08		10	%	$	0.95000		18,000			18,000			18,000	12/23/08		10	%	$	0.95000		18,000		18,000
11/30/06		50,000	11/30/08		10	%	$	0.85000		50,000			50,000			50,000	11/30/08		10	%	$	0.85000		50,000		50,000
9/16/06		100,000	9/9/08		12	%	35% discount to market			38,000			38,000			100,000	9/9/08		12	%		35% discount to market		38,000		38,000
10/1/05		15,000	4/1/07		10	%	$	0.50000		15,000			15,000			15,000	4/1/07		10	%	$	0.50000		15,000		15,000
Total									$	596,804		$	546,804										$	728,650	$	596,804
Debt Discount										(31,071	)		(140,721	)										-		(31,071	)
Total									$	565,733		$	406,083										$	728,650	$	565,733

The Company currently has a total of ~~twenty-two~~twenty-four convertible promissory notes that are in default and the Company may be subject to legal proceedings or lawsuits from any number of those convertible noteholders.

The following tables summarize the components of the Company’s derivative liabilities and linked common shares as of October 31, ~~2013~~2014 and ~~2012~~2013 and the amounts that were reflected in income related to derivatives for the years then ended:

	October 31, 2013					October 31, 2014
	Indexed		Fair			Indexed		Fair
The financings giving rise to derivative financial instruments	Shares		Values			Shares		Values
Compound embedded derivative		2,549,713,618	$	(435,515	)		1,775,081,863	$	(358,688	)

	October 31, 2012 (unaudited)					October 31, 2013
	Indexed		Fair			Indexed		Fair
The financings giving rise to derivative financial instruments	Shares		Values			Shares		Values
Compound embedded derivative		1,929,452,480	$	(334,526	)		2,549,713,618	$	(435,515	)

The following tables summarizes the effects on the Company’s gain (loss) associated with changes in the fair values of the derivative financial instruments by type of financing for the years ended October 31, ~~2013~~2014 and ~~2012:~~2013:

The financings giving rise to derivative financial instruments and the income effects:

	Years Ended						Years Ended
	October 31, 2013			October 31, 2012 (unaudited)			October 31, 2014			October 31, 2013
Compound embedded derivative	$	(28,989	)	$	37,156		$	135,494		$	(28,989	)
Day one derivative loss		(22,000	)		(62,149	)		(8,667	)		(22,000	)
Total derivative gain (loss)	$	(50,989	)	$	(24,993	)	$	126,827		$	(50,989	)

The Company’s Convertible Notes gave rise to derivative financial instruments. The Notes embodied certain terms and conditions that were not clearly and closely related to the host debt agreement in terms of economic risks and characteristics. These terms and features consist of the embedded conversion option.

Current accounting principles that are provided in ASC 815 - Derivatives and Hedging require derivative financial instruments to be classified in liabilities and carried at fair value with changes recorded in income. In addition, the standards do not permit an issuer to account separately for individual derivative terms and features embedded in hybrid financial instruments that require bifurcation and liability classification as derivative financial instruments. Rather, such terms and features must be bundled together and fair valued as a single, compound embedded derivative. The Company has selected the Monte Carlo Simulations valuation technique to fair value the compound embedded derivative because it believes that this technique is reflective of all significant assumption types, and ranges of assumption inputs, that market participants would likely consider in transactions involving compound embedded derivatives. Such assumptions include, among other inputs, interest risk assumptions, credit risk assumptions and redemption behaviors in addition to traditional inputs for option models such as market trading volatility and risk-free rates. The Monte Carlo Simulations technique is a level three valuation technique because it requires the development of significant internal assumptions in addition to observable market indicators.

Significant inputs and results arising from the Monte Carlo Simulations process are as follows for the compound embedded derivative that has been bifurcated from the Convertible Notes and classified in liabilities:

	October 31, 2013			October 31, 2012			October 31, 2014		October 31, 2013
Quoted market price on valuation date	$	0.0003		$	0.0003		$	0.0004	$	0.0003
Contractual conversion rate	$	0.00015 - $0.00024		$	0.00015 - $0.00029		$	0.00011 - $0.00038	$	0.00015 - $0.00024
Range of effective contractual conversion rates		--			--			--		--
Contractual term to maturity	0.25 Years			0.09 - 1.00 Year				0.25 Years		0.25 Year
Market volatility:
Volatility	138.28% - 238.13		%	138.28% - 238.13		%		138.28% - 238.13%		138.28% - 238.13%
Contractual interest rate	5% - 12		%	5% - 12		%		5% - 12%		5% - 12%

The following table reflects the issuances of compound embedded derivatives and changes in fair value inputs and assumptions related to the compound embedded derivatives during the years ended October 31, ~~2013~~2014 and ~~2012.~~2013.

	October 31, 2013		October 31, 2012 (unaudited)			October 31, 2014			October 31, 2013
Beginning balance	$	334,526	$	176,871		$	435,515		$	334,526
Issuances:
Convertible Note Financing		50,000		182,648			50,000			50,000
Changes in fair value inputs and assumptions reflected
in income		50,989		(24,993	)
Changes in fair value inputs and assumptions reflected in income							(126,827	)		50,989
Ending balance	$	435,515	$	334,526		$	358,688		$	435,515

The fair value of the compound embedded derivative is significantly influenced by the Company’s trading market price, the price volatility in trading and the interest components of the Monte Carlo Simulation technique.

On February 23, 2011, the ~~Parent~~ Company filed a Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of the State of New Jersey. The Certificate of Designations, subject to the requirements of New Jersey law, states the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions of the ~~Parent~~ Company’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). In summary, the Certificate of Designations provides:

5,000,000 shares of the ~~Parent~~ Company’s Preferred Stock are designated as shares of Series A Convertible Preferred Stock.

Any dividends (other than dividends on common stock payable solely in common stock or dividends on the Series A Preferred Stock payable solely in Series A Preferred Stock) declared or paid in any fiscal year will be declared or paid among the holders of the Series A Preferred Stock and common stock then outstanding in proportion to the greatest whole number of shares of common stock which would be held by each such holder if all shares of Series A Preferred Stock were converted into shares of common stock pursuant to the terms of the Certificate of Designations. The ~~Parent~~ Company’s Board of Directors is under no obligation to declare dividends on the Series A Preferred Stock.

Each share of Series A Preferred Stock is generally convertible into 100 shares of the ~~Parent~~ Company’s common stock (the “Conversion Rate”).

In the event of any liquidation, dissolution or winding up of the ~~Parent~~ Company, the assets of the ~~Parent~~ Company legally available for distribution by the ~~Parent~~ Company would be distributed with equal priority and pro rata among the holders of the Series A Preferred Stock and common stock in proportion to the number of shares of common stock held by them, with the shares of Series A Preferred Stock being treated for this purpose as if they had been converted to shares of common stock at the then applicable Conversion Rate.

On any matter presented to the stockholders of the ~~Parent~~ Company for their action or consideration at any meeting of stockholders of the ~~Parent~~ Company (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Series A Preferred Stock would be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. Except as provided by law or by the other provisions of the ~~Parent~~ Company’s Certificate of Incorporation, holders of Series A Preferred Stock vote together with the holders of common stock as a single class.

The Company provides for income taxes by the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. This also requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The valuation allowance at October 31, ~~2013~~2014 was ~~$2,785,493.~~$2,909,710. The net change in allowance during the year ended October 31, ~~2013~~2014 was ~~$192,732.~~$124,217.

As of October 31, ~~2013,~~2014, the Company has federal net operating loss carry forwards of approximately ~~$8,200,000~~$8,560,000 available to offset future taxable income through ~~2033.~~2034. The Company may be able to utilize its NOLs to reduce future federal and state income tax liabilities. However, these NOLs are subject to various limitations under Internal Revenue Code (“IRC”) Section 382. IRC Section 382 limits the use of NOLs to the extent there has been an ownership change of more than 50 percentage points. In addition, the NOL carry-forwards are subject to examination by the taxing authority and could be adjusted or disallowed due to such exams. Although the Company has not undergone an IRC Section 382 analysis, it is possible that the utilization of the NOLs could be substantially limited. The Company has no tax provision for the years ended October 31, ~~2013~~2014 and ~~2012~~2013 due to losses and full valuation allowances against net deferred tax assets.

As of October 31 ~~2013~~2014 and ~~2012,~~2013, the difference between the tax provision at the statutory federal income tax rate and the tax provision attributable to loss before income taxes is as follows (in percentages):

The ~~Parent~~ Company ~~and its subsidiaries file~~files income tax returns in the U.S. federal jurisdiction and various state, and local jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities for the years prior to October 31, 2005. With respect to state and local jurisdictions, with limited exception, the ~~Parent~~ Company ~~and or its subsidiaries are~~is no longer subject to income tax audits prior to October 31, 2005. In the normal course of business, the Company is subject to examination by various taxing authorities. Although the outcome of tax audits is always uncertain, the Company believes that adequate amounts of tax, interest and penalties have been provided for any adjustments that may result from these open tax years.

Based on management’s review of the Company’s tax position, the ~~Parent~~ Company ~~and subsidiaries~~ had no significant unrecognized corporate tax liabilities as of October 31, ~~2013~~2014 and ~~2012~~2013 payable to the Internal Revenue Service due to the net operating loss carry-forward, however, the Company had yet to file its 2005 through 2009 Federal, New Jersey nor New York Corporate Income Tax Returns.

As of October 31, ~~2013~~2014 and ~~2012,~~2013, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $135,875 and $30,084, respectively, plus applicable interest and penalties. The total amount due to both taxing authorities including penalties and interest was $165,959 as of October 31, ~~2013~~2014 and ~~2012,~~2013, subject to further penalties and interest plus accruals on unpaid wages.

As of October 31, ~~2013,~~2014, the ~~Parent~~ Company maintains its office in New York, New York. There is a month-to-month office lease. The rent is approximately $1,050 per month for the current office. The Company rents its office space from the father of the Company’s President and Chief Executive Officer.

As of October 31, ~~2013~~2014 and October 31, ~~2012,~~2013, the total amount owed to related party was $49,450 and $36,650, including $30,250 and ~~$24,050, including~~ $17,450, ~~and $4,850,~~ respectively, for accumulated rent.

The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company.

The Company has evaluated subsequent events for recognition and disclosure through January 29, 2021, the date the ~~consolidated~~ financial statements were available to be issued, and determined that there were no such events requiring adjustment to, or disclosure in, the accompanying ~~consolidated~~ financial statements, other than included below.

On November 3, 2017 the Company changed its domicile from New Jersey to Delaware and authorized shares to 20 Billion shares of common stock, par value, $0.000001 per ~~shares,~~share, and 500 Million shares of Series A Preferred Stock, par value, $0.000001 per ~~shares,~~share, and 500 Million Shares of Series B Preferred Stock, par value, $0.000001 per ~~shares.~~share. Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock.

Between the period of May 2016 and April 2018 federal tax liens in the amount of $103,156 were released.

On May 5, 2020, the Company entered into 4 agreements with D&E Holdings 20, LLC (“D&E”). The Agreements were: Convertible Promissory Note for $50,000 (the note has a 6-month term, a 10% interest rate and a conversion price of $0.0001), a Stock Purchase Agreement, a Note Purchase Agreement and a Put Option Agreement. The Put Option Agreement describes a transaction where, once D&E loans the Company a total of $100,000, then D&E may, at its sole discretion, exercise their Put Option to merge their real estate asset (a laboratory space consisting of between 30, 000 and 40,000 sq ft within the Former MetroSouth Medical Center Campus Illinois) with the Company. Upon D&E exercising the Put Option, D&E shall be issued a total of 83% of all of the outstanding shares of stock of the Company.

On December 21, 2020, the Company increased its authorized shares to 1 Trillion shares of common stock, par value, $0.000001 per share, and 5 Billion shares of Series A Preferred Stock, par value, $0.000001 per share, and 5 Billion Shares of Series B Preferred Stock, par value, $0.000001 per share. Each share of Series A and Series B Preferred Stock is convertible into 100 shares of the Company’s common stock.

On December 31, 2020 the Company issued 1,050,000,000 common shares for services rendered to the Company. On December 31, 2020 five (5) Noteholders, including the Company’s Board of Director Members, converted a total of $1,965,460 of convertible promissory notes into 40,702,104,817 common shares of the Company. The Company’s two Board of Director Members converted a total of $1,644,825 of convertible promissory notes into a total of 34,267,187,500 common shares. The Company’s Board of Director Members control approximately 87.32% of the voting rights of the Company. The 3 (three) Noteholders converted a total of $325,666 of convertible promissory notes into a total of ~~6,434,917,317~~6,439,917,317 common shares.

There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure that is reportable under this Item 9.

In connection with the preparation of this Annual Report on Form 10-K, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer and the principal financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of October 31, ~~2013.~~2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s principal executive officer and principal financial officer concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management, including the principal executive officer and the principal financial officer, to allow timely decisions regarding required disclosures.

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the principal executive officer and the principal financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of October 31, ~~2013,~~2014, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which assessment identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.

Management has concluded that our internal control over financial reporting had the following deficiency:

To the extent reasonably possible, given our limited resources, our goal is, upon sufficient operating cash flow and/or capital, to separate the responsibilities of principal executive officer and principal financial officer, intending to rely on two or more individuals. We will also seek to expand our current board of directors to include additional individuals willing to perform directorial functions. Since the recited remedial actions will require that we hire or engage additional personnel, this material weakness may not be overcome in the near term due to our limited financial resources. Until such remedial actions can be realized, we will continue to rely on the advice of outside professionals and consultants.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

During the year ended October 31, ~~2013,~~2014, there has been no change in internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Each of our current directors were appointed to serve until his successor is qualified and elected. The names, addresses, ages and positions of our executive officers and directors as of October 31, ~~2013~~2014 are set forth below:

Michael Jordan Friedman – President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board.

2003 – Present – President, CEO, CFO and Chairman - Fresh Harvest Products, Inc.

Mr. Friedman has served as the ~~Parent~~ Company’s President, Chief Executive Officer, Chief Financial Officer and Chairman of the ~~Parent~~ Company’s Board of Directors since December 2005. Mr. Friedman previously served as the President, Chief Executive Officer and Chairman of the Board of Directors of New York FHP. Since 2003, Mr. Friedman has also served as the President and as a member of the Board of Directors of Talk Entertainment, Inc., an entertainment company. Mr. Friedman was also previously a partner in The Willis Group, Inc., a food consulting company, from 2001 to 2004. Mr. Friedman received a Master of Law in Taxation from New York Law School and Juris Doctor degree from New York Law School.

Mr. Odintz has served as a member of the ~~Parent~~ Company’s Board of Directors since December 2005. Mr. Odintz previously served as a member of the Board of Directors of New York FHP. Mr. Odintz is a certified financial planner and a certified public accountant. Since 1982, Mr. Odintz has been a CPA and worked with Arthur Friedman CPA.

The following table identifies some of the experience, qualifications, attributes and skills that the Board considered in making its decision to appoint and nominate directors to the Board. This information supplements the biographical information provided above. The vertical axis displays the primary factors reviewed by the Board in evaluating a board candidate.

Members of the Company’s Board of Directors were nominated to serve as directors based on reasons that included, among others, their experience with the Company and its industry and business experience.

In the past ten years no director or person nominated to become a director or executive officer of the Company: (1) has had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against him, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing; (2) has been convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) or engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3 of this section, or to be associated with persons engaged in any such activity; (5) has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; (6) has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

As of October 31, ~~2013,~~2014, our board of directors did not have nominating, audit or compensation committees. Our Board currently approves all services to be provided by the Company’s independent registered public accounting firm.

The Board of Directors took a number of actions by written consent of all of the directors during the fiscal year ended October 31, ~~2013.~~2014. Such actions by the written consent of all directors are, according to New Jersey corporate law and the ~~Company’s~~Company's by-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held. The ~~Company’s~~Company's directors and officers do not receive remuneration from the Company unless approved by the Board of Directors or pursuant to an employment contract. No compensation has been paid to the ~~Company’s~~Company's directors for attendance at any meetings during the last fiscal year.

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The ~~Company’s~~Company's board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The Company is not a ~~“listed company”~~"listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

The Company’s Board of Directors does not have an “audit committee financial expert” as defined by Item 407 of Regulation S-K. The Company has not been able to attract anyone to its Board of Directors with the requisite background.

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Specifically, for the year ending October 31, ~~2013,~~2014, our officers, directors, and greater than ten percent beneficial shareholders were required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by the Company, for the year ending October 31, ~~2013,~~2014, each of the Company’s directors, executive officers, and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities during the year ending October 31, ~~2013~~2014 made the required filings.

We have adopted a code of ethics that applies to all of our executive officers and employees. A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

Due to the limited scope of the ~~Company’s~~Company's current operations, the Company has not adopted a corporate code of ethics that applies to its executive officers.

Certain conflicts of interest exist and may continue to exist between the Company and its officers and directors due to the fact that each has other business interests to which they devote their primary attention. Each officer and director may continue to do so notwithstanding the fact that management time should be devoted to the business of the Company.

Certain conflicts of interest may exist between the Company and its management, and conflicts may develop in the future. The Company has not established policies or procedures for the resolution of current or potential conflicts of interest between the Company, its officers and directors or affiliated entities. There can be no assurance that management will resolve all conflicts of interest in favor of the Company, and conflicts of interest may arise that can be resolved only through the exercise by management their best judgment as may be consistent with their fiduciary duties. Management will try to resolve conflicts to the best advantage of all concerned.

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. The board of directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because it believes that, given the limited scope of the ~~Company’s~~Company's operations, a specific nominating policy would be premature and of little assistance until the ~~Company’s~~Company's business operations are at a more advanced level. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the ~~board’s~~board's review of the ~~candidates’~~candidates' resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

The Company does not have any restrictions on shareholder nominations under its certificate of incorporation or by-laws. The only restrictions are those applicable generally under New Jersey corporate law and the federal proxy rules, to the extent such rules are or become applicable. The board of directors will consider suggestions from individual shareholders, subject to evaluation of the ~~person’s~~person's merits. Stockholders may communicate nominee suggestions directly to the board of directors, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.

Under New Jersey corporate law and pursuant to our certificate of incorporation and bylaws and contractual agreement, the Company may indemnify its officers and directors for various expenses and damages resulting from their acting in these capacities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the ~~Company’s~~Company's officers or directors pursuant to the foregoing provisions, the Company has been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable.

The following summary compensation table sets forth all compensation earned and accrued, in all capacities, during the fiscal years ended October 31, ~~2013~~2014 and ~~2012,~~2013, by Michael J. Friedman, the Company’s President, Chief Executive Officer and Chief Financial Officer:

SUMMARY COMPENSATION TABLE	SUMMARY COMPENSATION TABLE																					SUMMARY COMPENSATION TABLE

Name and Principal position		Year	Salary ($)			Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)			Year	Salary ($)			Bonus ($)		Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Michael J. Friedman, President, CFO and CEO		2013	$	144,000	(1)		-		-		-		-		-		-	$	144,000	(1)
		2012	$	144,000	(1)		-		-		-		-		-		-	$	144,000	(1)
Michael J. Friedman,																							2014	$	144,000	(1)	-	-	-	-	-	-	$	144,000
President, CFO and CEO																							2013	$	144,000	(1)	-	-	-	-	-	-	$	144,000

As of October 31, ~~2013,~~2014, the Company did not have any stock option or equity plans.

As of October 31, ~~2013,~~2014, we had one full time employee and several full and part-time third party independent contractors.

Currently, the Company’s sole employee, is Michael Friedman, our President and Chief Executive Officer, who is employed on a full time basis. Mr. Friedman’s employment contract with the Company expired on October 31, 2010 and as of October 31, ~~2013,~~2014, had not yet been renewed.

We anticipate retaining additional sales and marketing (employees or consultants) and clerical personnel within the next 12 months, if and when our financial resources permit.

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

During the year ended October 31, ~~2013,~~2014, each director received compensation for their services in the form of $24,000; all of which was accrued and none of it was paid in the form of cash.

The following table provides information concerning the compensation of our directors for the year ended October 31, ~~2013.~~2014.

Name	Fees Earned or Paid in Cash			Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total			Fees Earned or Paid in Cash			Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total

Michael J. Friedman	$	24,000	(1)		-	$	-	$	-	$	-	$	-	$	24,000	(1)	$	24,000	(1)		-	$	-	$	-	$	-	$	-	$	24,000
Jay Odintz	$	24,000	(1)		-		-		-		-		-	$	24,000	(1)	$	24,000	(1)		-		-		-		-		-	$	24,000

As of October 31, ~~2013,~~2014, the CEO of the Company has an accrued and unpaid annual salary of $144,000 and $24,000 in accrued and unpaid annual Directors Fees.

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

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

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

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

Section 14A:3-5(4) of the Act provides that to the extent that a corporate agent has been successful in the defense of any action, suit or proceeding referred to above or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) incurred by him or her in connection therewith. Section 14A:3-5(8) provides that the indemnification provided for by Section 14A:3-5 shall not be deemed exclusive of any rights to which the indemnified party may be entitled, with certain exceptions. Section 14A:3-5(9) empowers a corporation to purchase and maintain insurance on behalf of a director or officer of the corporation against any liability asserted against him or expenses incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities and expenses under Section 14A:3-5.

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

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

The following table sets forth information about the beneficial ownership of our common stock as of October 31, ~~2013~~2014 by (i) each person who we know is the beneficial owner of more than 5% of the outstanding shares of our common stock (ii) each of our directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group.

Title of Class	Name and Address of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership		Percentage of Class (1)			Name and Address of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership		Percentage of Class (1)

Common Stock	Michael Friedman (3)		956,928,040		44.81	%	Michael Friedman (3)		956,928,040		44.81	%
Common Stock	Jay Odintz (4)		164,333,333		7.70	%	Jay Odintz (4)		164,333,333		7.70	%
	All executive officers and directors as a group (two people)		1,121,361,373		52.51	%	All executive officers and directors as a group (two people)		1,121,361,373		52.51	%

(1) Applicable percentage of ownership is based on 1,635,610,445 shares of common stock outstanding as of October 31, 2013 together with securities exercisable or convertible into shares of common stock within 60 days of October 31, 2013 for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of October 31, 2013 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of this table, the Company has assumed that all outstanding shares of Series A Preferred Stock will be convertible into shares of the Company’s common stock within 60 days of October 31, 2013.

~~(2) Unless otherwise indicated, the shareholder’s address is c/o Fresh Harvest Products, Inc., 280 Madison Avenue, Suite 1005, New York, New York 10016.~~

(3) Mr. Friedman is the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Parent Company. Includes 456,928,040 shares of common stock and assumes the conversion of 5,000,000 shares of Series A Preferred Stock held by Mr. Friedman into 500,000,000 shares of common stock.

During the fiscal year, the Company rents an office space from Arthur Friedman, the father of the Company’s President and Chief Executive Officer. The rent is approximately $1,050 per month for ~~the~~our current office located in New York and we did not pay, but accrued, rent for our office during the years ended 2014 and 2013. For the years ended October 31, 2014 and 2013, rent expense was $12,800 and ~~2012.~~$12,600, respectively.

As of October 31, ~~2013~~2014 and October 31, ~~2012,~~2013, the Company had $16,312 and $32,312, respectively, in outstanding notes payable to related parties. As of October 31, 2014 and October 31, 2013, the Company had $5,897 and $3,231, respectively, in outstanding interest to related parties. The outstanding notes payable have one-year terms and 10% interest rates. The principal amount of the notes and accrued and unpaid interest is convertible into common shares of the Company upon the due date at $0.0001 per share, subject to adjustments.

Mr. Friedman is not considered an “independent” member of the ~~Parent~~ Company’s Board of Directors as that term is defined by NASDAQ Listing Rule 5605.

Mr. Odintz was considered to be an “independent” member of the ~~Parent~~ Company’s Board of Directors as that term is defined by NASDAQ Listing Rule 5605. We believe that Mr. Friedman would not be considered “independent” pursuant to NASDAQ Listing Rule 5605 for purposes of membership on any audit, compensation or nominating committees established by the ~~Parent~~ Company’s Board of Directors.

Our common stock was currently quoted on the OTC Bulletin Board, or the OTCBB, and OTCQB. Since neither the OTCBB nor the OTCQB has its own rules for director independence, we use the definition of independence established by the NYSE Amex (formerly the American Stock Exchange). Under applicable NYSE Amex rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship which would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We periodically review the independence

The following table sets forth fees billed to us by our independent auditors for the years ended ~~2013~~2014 and ~~2012~~2013 for (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice and assistance.

Audit Fees: Represents fees for professional services provided for the audit of our annual financial statements, services that are performed to comply with generally accepted auditing standards, and review of our financial statements included in our quarterly reports and services in connection with statutory and regulatory filings.

Audit-Related Fees: Represents the fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. The Board of Directors considers Accell Audit & Compliance P.A., to be well qualified to serve as our independent public accountants.

The Audit Committee will approve all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwriting) and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the ~~“de minimus”~~"de minimus" provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve non-audit services may be delegated to one or more members of the Audit Committee, who shall present all decisions to pre-approve an activity to the full Audit Committee at its first meeting following such decision. The Audit Committee may review and approve the scope and staffing of the independent ~~auditors’~~auditors' annual audit plan.

Tax Fees: This represents professional services rendered for tax compliance, tax advice and tax planning.

All Other Fees: Our Auditor was paid no other fees for professional services during the fiscal years ended October 31, ~~2013~~2014 and October 31, ~~2012.~~2013.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-audit Services of Independent Auditors

The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by all the members of the Board of Directors.

The Board of Director’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, including the estimated fees and other terms of any such engagement.

Financial Statements: See Index to ~~Consolidated~~ Financial Statements under Part II, Item 8 of this Annual Report on Form 10-K

Pursuant to the requirements of Section 13 or 15(d) 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Not applicable.	Note applicable.	Not applicable.

NOTE REGARDING FORWARD-LOOKING STATEMENTS			3

PART I			4
ITEM 1.	DESCRIPTION OF BUSINESS		4
ITEM 1A.	RISK FACTORS	5	4
ITEM 1B.	UNRESOLVED STAFF COMMENTS	9	8
ITEM 2.	DESCRIPTION OF PROPERTIES	9	8
ITEM 3.	LEGAL PROCEEDINGS	9	8
ITEM 4.	MINE SAFETY DISCLOSURES	9	8

PART II		10	9
ITEM 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	10	9
ITEM 6.	SELECTED FINANCIAL DATA	10	9
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11	10
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		14
ITEM 8.	~~CONSOLIDATED~~ FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	30	31
ITEM 9A.	CONTROLS AND PROCEDURES	30	31
ITEM 9B.	OTHER INFORMATION	31	32

PART III		32	33
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	32	33
ITEM 11.	EXECUTIVE COMPENSATION	36	38
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38	40
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	38	41
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	39	41

PART IV		40	43
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	40	43

	·	new products by us or our competitors;
	·	additions or departures of key personnel;
	·	sales of our common stock;
	·	our ability to integrate operations and products;
	·	our ability to execute our business plan;
	·	operating results below expectations;
	·	industry developments;
	·	economic and other external factors; and
	·	period-to-period fluctuations in our financial results.

	·	enhance our technological capabilities;
	·	develop and market services which meet changing customer needs; and
	·	successfully anticipate or respond to technological changes in e-government processes on a cost-effective and timely basis.

	·	our new and unproven business model and technology;
	·	the difficulties we face in managing rapid growth in personnel and operations;
	·	the response by potential customers and strategic partners to our products and services;
	·	the timing and success of new product and service introductions and new technologies by our competitors; and,
	·	our ability to build awareness and receive recognition in the information technology and software market.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

	1.	Pay all taxes owed by New York FHP to the State of New York. As of October 31, 2013, New York FHP owed New York State payroll related taxes in the amount of approximately $30,084 plus applicable interest and penalties.
	2.	File an application on behalf of the Parent Company for authority to do business in the State of New York with the Secretary of State of the State of New York, which application requires the consent of the New York State Tax Commission, and pay any applicable late filing penalties.
	3.	~~File a final franchise tax return with the State of New York with respect to New York FHP.~~
	4.	~~File a Certificate of Merger with the Secretary of State of the State of New Jersey.~~
	5.	~~File a Certificate of Merger with the Secretary of State of the State of New York.~~

	·	hire additional personnel, including marketing personnel, engineers and other technical staff;
	·	hire senior executives and members of our senior management team;
	·	expand our selling and marketing activities;
	·	expand our product and service offerings; and,
	·	upgrade our operational and financial systems, procedures and controls.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~		16

~~Consolidated Balance Sheets~~		17

~~Consolidated Statements of Operations~~		18

~~Consolidated Statements of Changes in Stockholders Deficit~~		19

~~Consolidated Statements of Cash Flows~~		20

~~Notes to Consolidated Financial Statements~~		~~21-28~~

	October 31, 2013			October 31, 2012
	(Audited)			(Unaudited)
ASSETS
Total assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,384,629		$	1,150,349
Accrued interest		248,687			176,747
Notes payable, related party, current		32,312			32,312
Notes payable, current, net of debt discount		565,733			406,083
Derivative liability		435,515			334,526
Total current liabilities		2,666,876			2,100,017
Total liabilities		2,666,876			2,100,017

Commitments and contingencies (Note 10)

Stockholders’ deficit
Preferred stock, $.0001 par value, 5,000,000 shares authorized, issued and outstanding		500			500
Common stock, $.0001 par value, 2,000,000,000 authorized,
1,635,610,445 shares issued and outstanding		163,562			163,562
Additional paid in capital		7,054,106			7,054,106
Accumulated deficit		(9,885,044	)		(9,318,185	)

Total stockholders’ deficit		(2,666,876	)		(2,100,017	)

Total liabilities and stockholders’ deficit	$	-		$	-

	For the			For the
	year ended			year ended
	October 31, 2013			October 31, 2012
	(Audited)			(Unaudited)
Revenue	$	-		$	-
Cost of goods sold		-			-
Gross profit		-			-

Operating expenses
Salaries and wages		144,000			144,000
General and administrative expenses		86,179			585,700
Sales and marketing		50,000			616,289
Legal and professional fees		4,100			74,103
Total operating expenses		284,279			1,420,092
Income (loss) from operations		(284,279	)		(1,420,092	)

Other income (expense)
Loss on disposal of assets		-			(52,438	)
Gain on forgiveness of debt		-			124,294
Change in fair value of. securities		(50,989	)		(24,993	)
Interest expense		(231,591	)		(83,715	)
Total other income (expenses)		(282,580	)		(36,852	)
Income (loss) before provision for income taxes		(566,859	)		(1,456,944	)

Provision for income taxes		-			-
Net loss from continuing operations		-			(1,456,944	)
Net income (loss) from discontinued operations, net of income taxes		-			(31,541	)
Net loss	$	(566,859	)	$	(1,488,485	)

Basic and diluted loss per share from continued operations	$	(0.00	)	$	(0.002	)
Basic and diluted loss per share from discontinued operations	$	(0.00	)	$	(0.00	)
Basic and dilutive loss per share	$	(0.00	)	$	(0.002	)
Weighted average common shares outstanding (basic and diluted)		1,635,610,445			944,742,997

See accompanying notes to consolidated financial statements.

	Preferred Stock				Common Stock				Additional Paid in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, October 31, 2011 (Unaudited)		-	$	-		506,885,209	$	50,689	$	5,207,208	$	(7,829,700	)	$	(2,571,803	)

Issuance of Common Stock for Services		-		-		846,385,979		84,639		667,591		-			752,230
Issuance of Common Stock for Conversion of Debt		-		-		282,339,257		28,234		1,029,807		-			1,058,041
Issuance of Series A Preferred Stock for Conversion of Debt		5,000,000		500		-		-		149,500		-			150,000
Net Loss		-		-		-		-		-		(1,488,485	)		(1,488,485	)

Balance, October 31, 2012 (Unaudited)		5,000,000	$	500		1,635,610,445		163,562	$	7,054,106		(9,318,185	)		(2,100,017	)
Net Loss		-		-		-		-		-		(566,859	)		(566,859	)
Balance, October 31, 2013 (Audited)		5,000,000	$	500		1,635,610,445	$	163,562	$	7,054,106	$	(9,885,044	)	$	(2,666,876	)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			16

Balance Sheets			17

Statements of Operations			18

Statements of Changes in Stockholders’ Deficit			19

Statements of Cash Flows			20

Notes to Financial Statements			21

	October 31, 2014			October 31, 2013

ASSETS
Current assets
Cash	$	608		$	-
Total assets	$	608		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	1,616,202		$	1,384,629
Accrued interest		312,976			248,687
Notes payable, related party, current		16,312			32,312
Notes payable, current, net of debt discount		728,650			565,733
Derivative liability		358,688			435,515
Total current liabilities		3,032,828			2,666,876
Total liabilities		3,032,828			2,666,876

Commitments and contingencies (Note 10)

Stockholders' deficit Preferred stock, $.0001 par value, 5,000,000 shares authorized, issued and outstanding		500			500
Common stock, $.0001 par value, 2,000,000,000 authorized, 1,635,610,445 shares outstanding		163,562			163,562
Additional paid in capital		7,054,106			7,054,106
Accumulated deficit		(10,250,388	)		(9,885,044	)

Total stockholders' deficit		(3,032,220	)		(2,666,876	)

Total liabilities and stockholders' deficit	$	608		$	-

									Additional
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit

Balance, October 31, 2012 (Unaudited)		5,000,000	$	500		1,635,610,445	$	163,562	$	7,054,106	$	(9,318,185	)	$	(2,100,017	)

Net Loss		-		-		-		-		-		(566,859	)		(566,859	)

Balance, October 31, 2013		5,000,000		500		1,635,610,445		163,562		7,054,106		(9,885,044	)		(2,666,876	)

Net Loss		-		-		-		-		-		(365,344	)		(365,344	)

Balance, October 31, 2014		5,000,000	$	500		1,635,610,445	$	163,562	$	7,054,106	$	(10,250,388	)	$	(3,032,220	)

~~Statutoryfederal~~Statutory federal income tax rate	~~(34~~	(34	)%
State taxes – net of federal benefits	(5	(5	)%
Valuation allowance	39	%
Income tax rate – net	0	%

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

NAME AND ADDRESS	AGE	POSITIONS
Michael Jordan Friedman	43	President, Chief Executive Officer, Chief Financial Officer and Chairman
280 Madison Avenue, Ste 1005 New York, New York 10016

Jay Odintz	61	Director
280 Madison Avenue, Ste 1005 New York, New York 10016

Experience, Qualification, Skill or Attribute	Friedman	Odintz
Professional standing in chosen field	x	x
Expertise in industry	x
Other public company experience	x	x
Specific skills/knowledge	x	x

·	·	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
	·	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the SEC and in other public communications made by an issuer;
	·	Compliance with applicable governmental laws, rules and regulations;
	·	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
	·	Accountability for adherence to the code.

(1)	Applicable percentage of ownership is based on 1,635,610,445 shares of common stock outstanding as of October 31, 2014 together with securities exercisable or convertible into shares of common stock within 60 days of October 31, 2013 for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of October 31, 2013 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. For purposes of this table, the Company has assumed that all outstanding shares of Series A Preferred Stock will be convertible into shares of the Company’s common stock within 60 days of October 31, 2013.

(2)	Unless otherwise indicated, the shareholder’s address is c/o Fresh Harvest Products, Inc., 280 Madison Avenue, Suite 1005, New York, New York 10016.

(3)	Mr. Friedman is the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors of the Company. Includes 456,928,040 shares of common stock and assumes the conversion of 5,000,000 shares of Series A Preferred Stock held by Mr. Friedman into 500,000,000 shares of common stock.

(4)	Member of the ~~Parent~~ Company’s Board of Directors. Includes 164,333,333 shares of common stock held by Mr. Odintz. The exemption from registration for the issuances of the Series A Preferred Shares was based on Section 4(2) of the Securities Act.

SERVICES	2014		2013

Audit fees	$	5,000	$	5,000
Audit-related fees		-		-
Tax fees		-		-
All other fees		-		-

Total fees	$	5,000	$	5,000

~~SERVICES~~
41
	~~2013~~			~~2012~~

~~Audit fees~~		$	-		$	-
~~Audit-related fees~~			-			-
~~Tax fees~~			-			-
~~All other fees~~			-			-

~~Total fees~~			-		$	-	Table of Contents

Exhibit		Description
2.1		Assignment Agreement dated October 11, 2012 among AC LaRocco, Inc., the Company’s wholly-owned subsidiary, ACL Foods, LLC, Rose & Shore, Inc., and Windsor Marketing Associates, Inc., (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2012)

2.2		Consulting Agreement dated October 11, 2012 among Fresh Harvest Products, Inc. And Better For You Foods LLC, (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2012)

2.3		Asset Purchase Agreement dated March 2, 2010 among Fresh Harvest Products, Inc., Take and Bake, Inc., doing business as A.C. LaRocco Pizza Company, Clarence Scott and Karen Leffler (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2010)

2.4		Asset Acquisition Memorandum dated March 2, 2010 among Fresh Harvest Products, Inc., Take & Bake Inc d/b/a AC LaRocco Pizza Company, Clarence Scott and Karen Leffler (Incorporated by reference to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended October 31, 2010)

2.5		Merger Agreement between Serino 1, Corp. and Fresh Harvest Products, Inc. (the NY corporation) (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on January 27, 2006)

3.1		Certificate of Incorporation (Incorporated by reference to the Company’s Form 10SB filed with the SEC on June 29, 2005)

3.2		Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to the Company’s Form 10SB filed with the SEC on June 29, 2005)

3.3		Certificate of Amendment of Certificate of Incorporation (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on January 27, 2006)

3.4		Bylaws (Incorporated by reference to the Company’s Form 10SB filed with the SEC on June 29, 2005)

3.5		Certificate of Designations of Series A Convertible Preferred Stock (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2011)

10.1		La Rocco Security Agreement dated September 15, 2004 (Incorporated by reference to Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended October 31, 2010)

10.2		Form of the Asset Purchase Agreement as Executed (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2009)

10.3		Form of the Brokerage Agreement as Executed (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2009)

10.4		Form of the Consulting Agreement as Executed (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 24, 2009)

10.5		October 6, 2008 Promissory Note between Fresh Harvest Products, Inc. (borrower) and Joseph Cingari (lender) (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2008)

10.6		February 11, 2008 Convertible Promissory Note between Fresh Harvest Products, Inc. (borrower) and Arthur Friedman (lender) (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 20, 2008)

10.7		June 14, 2007 two year $15,000 Convertible Promissory Note (Lender: Ronald DeAngelis) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended July 31, 2007)

10.8		February 1, 2007, $15,000 Convertible Promissory Note (Lender: Kathleen Moynihan) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended April 30, 2007)

10.9		February 26, 2007, $30,000 Convertible Promissory Note (Lender: Max Greenfield) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended April 30, 2007)

10.10		April 17, 2007, $20,000 Convertible Promissory Note (Lender: Brian Donovan) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended April 30, 2007)

10.11		April 17, 2007, $15,000 Convertible Promissory Note (Lender: Matt Moetzinger) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended April 30, 2007)

10.12		April 24, 2007, $15,000 Convertible Promissory Note (Lender: Michael Scagliarini) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended April 30, 2007)

10.13		November 30, 2006, $50,000 Convertible Promissory Note (Lender: Nancy Stetson) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended January 31, 2007)

10.14		December 23, 2006, $18,000 Convertible Promissory Note (Lender: Margaret McMurrer) (Incorporated by reference to the Company’s Quarterly Report for the quarterly period ended January 31, 2007)

10.15		February 26, 2007 Promissory Note (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2007)

10.16		Friedman Employment Contract (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on January 27, 2006)

10.17		March 20, 2006 Purchase Order (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

10.18		June 1, 2005 Sarah Dumbrille Loan Agreement (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

10.19		June 8, 2005 Linda Willis Loan Agreement (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

10.20		July 21, 2005 Richard Charles Philip Dumbrille Loan Agreement (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

10.21		October 1, 2005 Joseph Cingari Loan Agreement (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

10.22		October 3, 2005 Salvatore Cingari Loan Agreement (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

10.23		October 3, 2005 Thomas Cingari Loan Agreement (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

10.24		Form of SoySlim Agreement as executed as of February 1, 2006 (Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended October 31, 2006)

10.25		Factoring Agreement between Platinum Funding Services LLC and the Company effective January 2, ~~2007 (Incorporated~~2007(Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on February 1, 2007)

10.26		Funding Agreement between Platinum Funding Services LLC and the Registrant effective January 2, 2007 (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on February 1, 2007)

10.27		Performance Guaranty between Platinum Funding Services LLC and Michael Friedman (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on February 1, 2007)

10.28		Performance Guaranty between Platinum Funding Services LLC and Michael Friedman (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on February 1, 2007)

10.29		Right of Set-Off Letter in favor of Platinum Funding Services LLC dated January 2, 2007 (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on February 1, 2007)

10.30		Security Agreement between Platinum Funding Services LLC and the Registrant effective January 2, 2007 (Incorporated by reference to the Company’s Current Report on Form 8 K filed with the SEC on February 1, 2007)

10.31		March 8, 2006 Barry Moskowitz Loan Agreement (Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended October 31, 2006)

10.32		September 19, 2006 Hendrik Freund Loan Agreement (Incorporated by reference to the Company’s Annual Report on Form 10-KSB for the year ended October 31, 2006)

10.33		Settlement Agreement and Release dated May 4, 2011 among Fresh Harvest Products, Inc., a New Jersey corporation, Fresh Harvest Products, Inc., a New York corporation, A.C. LaRocco, Inc., a Delaware corporation, Take and Bake, Inc., a Washington corporation, Clarence Scott and Karen Leffler (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2011)

10.34		Settlement Agreement and Release dated December 2, 2011 among Fresh Harvest Products, Inc. and Arthur Anderson. (Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2011)

14.1		Code of Ethics (Incorporated by reference to the Company’s Form SB-2 filed with the SEC on May 12, 2006)

31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the year ended October 31, ~~2013.~~2014.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Office and Principal Financial Officer).

101		The following materials from the Company’s Annual Report on Form 10-K for the year ended October 31, ~~2013~~2014 formatted in Extensible Business Reporting Language (XBRL): (i) the ~~Consolidated~~ Balance Sheets, (ii) the ~~Consolidated~~ Statements of Operations, (iii) the ~~Consolidated~~ Statements of Deficiency of Assets (iv) the ~~Consolidated~~ Statements of Cash Flows and (v) related notes.

~~Date:~~
February 1, 2021	By:	/s/ Michael J. Friedman
	Name:	Michael J. Friedman
	Titles:	President, Chief Executive Officer, Chief Financial
		Officer and Chairman of the Board


February 1, 2021	By:	/s/ Michael J. Friedman
	~~February 1, 2021~~Name:
Michael J. Friedman
	Titles:	President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board ~~(Principal~~ (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

February 1, 2021		/s/ Jay Odintz
		Jay Odintz – Director.	~~February 1, 2021~~