UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A10-K

Amendment No. 2

x☒     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: October 31, 20102013

or

or

For the transition period from ________ to ________

Commission File Number 000-51390

FRESH HARVEST PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

280 Madison Ave

2310 York St, Suite 1005200

New York, New York 10016Blue Island, IL 60406

(Address of principal executive offices) (Zip Code)

Registrant'sRegistrant’s telephone number, including area code:917.652.8030917.566.1080

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par valueNone.

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes¨ ☒     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¨ ☐ Nox ☒

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, 2010)2013): $7,457,958 (191,229,693$327,122 (1,635,610,445 shares at a per share price of $.039)$.0002).

As of February 14, 2011,October 31, 2013, there were 200,000,0001,635,610,445 shares of Common Stock, $0.0001 par value per share, issued and outstanding.

EXPLANATORY NOTE

This Amendment No. 2 to Form 10-K/A is being submitted to, among other things, (i) reclassify certain items on the consolidated statements of operations and the consolidated statements of cash flows for the years ended October 31, 2010 and 2009 along with additional disclosures regarding the asset acquisition dated March 2, 2010 that was accounted for as a business acquisition underASC 805 – Business Combinations, (ii) revise the purchase price allocation and change “amortization of goodwill” to “impairment of goodwill” (iii) revise the Company’s disclosure regarding certain pending corporate transactions, (iv) revise Management's Discussion and Analysis of Financial Condition and Results of Operations, (v) add additional disclosure regarding certain related party loans and (vi) make certain other clarifying changes ..

None of the reclassifications or disclosures resulted in any changes to the previously reported net loss for the years ended October 31, 2010 and 2009 of $2,015,518 and $756,425, respectively.

The Purchase Price Allocation for the Agreement dated March 2, 2010 is amended as follows:

TABLE OF CONTENTS

NOTE REGARDING FORWARD-LOOKING STATEMENTS

3

PART I

3

ITEM 1.  DESCRIPTION OF BUSINESS

3

ITEM 1A. RISK FACTORS

3

ITEM 1B. UNRESOLVED STAFF COMMENTS

3

ITEM 2. DESCRIPTION OF PROPERTIES

3

ITEM 3. LEGAL PROCEEDINGS

3

ITEM 4. (Removed and Reserved)

3

PART II

3

ITEM 5.  MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF COMMON STOCK

3

ITEM 6. SELECTED FINANCIAL DATA

3

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTSOF OPERATIONS.

3

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

3

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

3

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

3

ITEM 9A. CONTROLS AND PROCEDURES

3

ITEM 9B. OTHER INFORMATION

3

PART III

3

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3

ITEM 11. EXECUTIVE COMPENSATION

3

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDER MATTERS

3

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

3

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

3

PART IV

3

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

3

NOTE REGARDING FORWARD-LOOKING STATEMENTS

Unless stated otherwise or the context otherwise requires, the words “we,” “us,” “our,” the “Company” or “Fresh Harvest” in this Amendment No. 2 to Annual Report on Form 10-K/A (this “Annual Report on Form 10-K/A)10-K collectively refers to Fresh Harvest Products, Inc., a New Jersey corporation (the “Parent Company”), and its subsidiaries. The information in this Annual Report on Form 10-K/A10-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”), which are subject to the “safe harbor” created by those sections.. 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'sindustry’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.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

OVERVIEW

Fresh Harvest Products, Inc. (the “Parent Company”) is a corporation formed in the State of New Jersey. We areUntil October of 2012, we operated as a developer of proprietary brands and a marketer of organic and natural food products. We have set out on a course to make our “Wings of Nature™” and “AC LaRocco” brands, national brands of organic and natural foods that will attract consumers because of high quality and affordable pricing.  We believe that our management team is intimately knowledgeable about the functions of a marketer in the food industry.  

We intend to merge and/or acquire marketers of organic and natural products that we would then  plan to sell through distributors and retail food outlets.  The timing is important because we believe that the consumers that we have targeted are actively looking for quality organic food offerings, and the stores in which they shop are responding to their demands by allocating shelf space for this rapidly expanding segment of the food market.  In August 2009, we formed Wings of Nature, LLC in the State of New York and it is a wholly-owned subsidiary of the Parent Company.  In April 2010, the Parent Company formed a wholly-owned subsidiary, A.C. LaRocco, Inc. (“New A.C. LaRocco”) in the State of Delaware for the purpose of implementing its new pizza business.

We sell our products to consumers at, what we believe are, reasonable prices through local, regional and national supermarkets, retailers, distributors, brokers, and wholesalers.

Our strategy is to focus on finding and developing and selling the best organic and natural food products in the world.  Part of this strategy is to have the “Wings of Nature™” or “AC LaRocco” names branded on our products, as well acquiring other natural and organic food brands.  

Currently, our revenues are generated mainly from distributorsproducts 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 retailers.  Some of our distributors and retailers include:  the largest natural and organic food distributormobile application markets. The Company is engaged in the U.S.,software and the largest naturalmobile application development and organic retailer in the U.S.video production businesses.

On December 16, 2005,During October 2012, the Parent Company entered intobegan integrating a digital plan and strategy which shifted the Company’s focus to expanding the online network and community, as well as an Agreementexpansion of online services, with a focus on developing various SaaS models in the health, wellness, fitness, lifestyles of health and Plansustainability (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 Acquisitiona calorie calculator and Merger (the “Merger Agreement”)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, 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.

Material Agreements

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 New York corporation (“New York FHP”)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, Marcia Robertsthe Company’s President & CEO; and, Illuminate, Inc.  The Merger Agreement contemplates(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 mergerassignment to Foods of the Parent Companyrights, title and New York FHP (the “Merger”).  Althoughinterest in certain intellectual property rights of Subsidiary and R&S. Each of the Parent Company has operated as if the Merger was consummated in December 2005, it has comeparties had been or were a manufacturer (or related to the Parent Company’s attention that certain required filings were not made in the Statemanufacturer) of New Jersey and the State of New YorkSubsidiary, up to properly consummate the Merger.   As a result, as of the date of this Annual Report on Form 10-K/A,these Agreements, and both parties were creditors of Subsidiary.

Consulting Agreement

On October 11, 2012, the Parent Company and New York FHP had not completedFoods entered into a consulting agreement (the “Consulting Agreement”) pursuant to which the Merger.  In orderCompany shall perform consulting services to completeBetter For You Foods, LLC (“BFY”), for a fee of $50,000 upon the Merger,occurrence of a change in control, which is defined as the Parentoccurrence 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.

Assignment of Property Agreement

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 New York FHP planthe Subsidiary transferred to takeFoods at the following steps:

1. Pay all taxes owed by New York FHP to the State of New York.  As of October 31, 2010, New York FHP owed New York State payroll related taxes in the amount of approximately $30,145 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.

The Parent Company intends to take the steps required to complete the Merger, however, the Parent Company cannot forecast when it will pay the amounts owed to the State of New York, make the indicated filings or otherwise complete the Merger.  In addition, there is a risk that the State of New York and the State of New Jersey may require the Parent Company and New York FHP to take additional actions that the Company is not presently contemplating.  If the Parent Company and New York FHP are unable to complete the above described steps and to consummate the Merger, then there is a risk that the Parent Company’s acquisition of New York FHP could be challenged which could seriously harm the Parent Company’s business, financial condition, results of operations and cash flows.  If the Parent Company and New York FHP are unable to consummate the Merger, the value of the Parent Company’s shares held by the Parent Company’s shareholders could significantly decline.

THE MARKET IN ORGANIC AND NATURAL FOODS

We believe that the market for natural and organic foods is growing fast, and has begun to enter into mainstream retailing.  Organic food is sold in the majority of supermarkets, (Organic Trade Association’s 2010 Organic Industry Survey) and we believe that the market is ready to identify with a brand dedicated to quality, reasonably priced, great tasting organic packaged foods for both children and adults.

OVERVIEW OF THE ORGANIC AND NATURAL MARKET

U.S. Organic Industry Overview

Despite the economic recession that gripped the United States in 2009, the organic market continued to experience growth. In 2009, total U.S. organic consumer product sales grew 5.3% to reach $26.6 billion.  Organic sales growth continued to outpace total sales of comparable conventional food and non-food items by a significant margin. While organic food sales were up 5.1% in 2009, total food sales were up by only 1.6%. Organic non-food sales experienced 9.1% growth, while total comparable non-food item sales actually declined by 1%. (Source: Organic Trade Association’s 2010 Organic Industry Survey conducted 1/21/2010 – 3/3/2010.)

The $9.5 billion organic fruits & vegetables category, commanded 38% of the total organic food market in 2009. The category experienced the highest growth for any organic food category in 2009 with 11% growth, making it the only segment not recording diminished growth from 2008. Organic dairy and packaged and prepared foods were the big disappointments of 2009, both shrinking about 1%. With factors such as price drops for conventional milk, consumers trying to save money were put off by the wide price gaps of conventional vs. organic in categories such as dairy and meat. Source: (Organic Trade Association’s 2010 Organic Industry Survey)

The mass market channel commanded the lion’s share of organic food sales in 2009 with more than half (54%) of organic food passing through mainstream grocers, club stores and retailers. Natural retailers were the runners-up with 38% of total organic food sales, conceding some sales to mass market because many consumers assume—although not necessarily correctly—that organic products are cheaper in mass market. The farmers’ market/co-op/CSA channel, although small, generates a lot of buzz as consumers increasingly look for local and regional organic foods. Among other factors, wider distribution of organic products in various channels, as well as the growth of private label in the retail channels have contributed to shifts in the allotment of sales among the various channels. When reported in the 2006 OTA report (2005 sales), the natural grocery chains and regional natural and health food stores accounted for 47% of all sales, nearly 10% higher share than in 2009. Source: (Organic Trade Association’s 2010 Organic Industry Survey).  We believe that the growth of mass market channels looking for products may present opportunities for Fresh Harvest’s products to be placed in their stores.  

Growing by 9.1% in 2009, the organic non-food category continues to outpace the growth of total non-food sales. The organic non-food market added $151 million in new sales dollars in 2009 to reach total sales of $1.8 billion.

Organic supplements edged out personal care as the largest organic non-food category in 2007 after a year of profound growth, and the category continues to hold the top spot with $634 million in U.S. consumer sales in 2009. Organic fiber, which includes linens, clothing, mattresses and other textiles, displaced personal care from the number two spot in 2008 and could soon threaten the supplement category for top billing, having crossed the $500 million threshold in 2009 and made significant inroads into the mainstream textiles market. The small, emerging categories of organic pet food,

household cleaners and flowers have seen sizable sales increases over the last eight years, but are growing from a small base and still only account for 10% of non-food organic sales.

Source:The Organic Trade Association’s 2010 Organic Industry Survey

Material Agreement

On March 2, 2010, the Parent Company simultaneously entered into the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated March 2, 2010 among  the Parent Company,  Take and Bake, Inc., doing business as A.C. LaRocco Pizza Company(the “Seller”), Clarence Scott and Karen Leffler and, the Company believes, acquired certain assets and liabilities of the Seller (as further described below) (the “Asset Acquisition”). The Seller was in the business of marketing and distributing all natural and organic, whole grain, heart healthy pizzas, including organic thin pizzas with sprouted grain crust.  The purchase price for the assets acquired by the Parent Company pursuant to the Asset Purchase Agreement is 15,000,000 shares of common stock (the “Share Consideration”) and monthly payments of $1,800 for a 60 month period.  In April 2010, the Parent Company formed a wholly owned subsidiary, A.C. LaRocco, Inc., a Delaware corporation, for the purpose of implementing its new pizza business.  We refer to this subsidiary as “New A.C. LaRocco.”

The assets acquired by the Company in the Asset Acquisition, includedClosing all of the assetsCompany’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”).

Issuances of Seller constituting or used in connectionSeries A Preferred Stock

On October 1, 2012, Fresh Harvest Products, Inc. (the “Company”) entered into letter agreements with its business, except for certain excluded assets.  The assets excluded fromMichael J. Friedman, the Asset Acquisition, included, among others: (i) receivables due to the Seller on March 2, 2010, (ii) cashCompany’s President, CEO and cash equivalents items on hand at the close of business on the closing date, (iii) accounts receivable earned from the operationsChairman of the business during the period beginning 60 days prior to the closing dateBoard of Directors, and ending on the closing date, (iv) accounts receivable as to litigation commenced prior to the closing date againstJay Odintz, a debtor, (v) all judgments in favor of Seller in connection with the collection of accounts receivable and (vi) all  checkbooks,  stubs,  books of account , ledgers  and journals related to the prior operationMember of the Seller’s business.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.

Employees and Employment Agreements

As of October 31, 2010, the Parent Company2013, we had not issued the share consideration contemplated by the Asset Purchase Agreement.  The Parent Company’s Certificate of Incorporation authorizes 200,000,000 shares of common stock, of which, as of October 31, 2010, all 200,000,000 shares were issuedone full time employee and outstanding.  As a result, the Parent Company is unable to issue the shares of common stock contemplated by the Asset Purchase Agreement until the number of the Parent Company’s authorized shares of common stock is increased.  An increase in the Parent Company’s authorized shares of common stock is dependent on the approval of the Parent Company’s shareholders.

On March 2, 2010, the parties to the Asset Purchase Agreement also entered into an Asset Acquisition Memorandum (the “Memorandum”).  The Memorandum provides, among other things, that the Parent Company is required to invest a minimum of $500,000 within six months of the closing date of the Asset Acquisition into New A.C. LaRocco, which payments may be made directly to New A.C. LaRocco or to anyone that the Sellerseveral full and New A.C. LaRocco deem necessary.  As of October 31, 2010, the Parent Company had invested approximately $207,651 in New A.C. LaRocco.

The Memorandum further provides that a creditor of the Seller (the “Creditor”), is to maintain its priority security lien in all assets transferred in connection with the Asset Acquisition, including the AC LaRocco trade name and trademark logo until:

New AC LaRocco and/or the Parent Company completes performance of all obligations to the Creditor, including without limitation, the repayment of all indebtedness to the Creditor assumed by New A.C. LaRocco and the Parent Company under a Secured Promissory Note dated July 6, 2007 in the original principal amount of $218,356.94 (and with a principal balance of $129,384.59 on March 2, 2010), under trade invoices and as otherwise advanced or paid by the Creditor for the benefit of the Parent Company and/or New A.C. LaRocco or on their behalf;

The Creditor has no further commitment to the Parent Company and/or New A.C. LaRocco that could give rise to an obligation.

Upon payment of all indebtedness owed to the Creditor, the AC LaRocco name and logo would be transferred to New A.C. LaRocco Pizza Company in connection with the termination provisions of a Security Agreement executed in favor of the Creditor in connection with the Asset Acquisition.

Pursuant to the Memorandum, Clarence Scott and Karen Leffler are to maintain the AC LaRocco trade secrets and recipes until investment is made in full, at which point trade secrets and recipes are to be transferred to New A.C. LaRocco, subject to the aforementioned security interest.

The Seller now alleges, among other things, that the Parent Company has materially breached its agreement with the Seller, that the closing of the transactions described above did not occur and that the Parent Company has not paid the asset purchase price.  The Seller further contends that it has the right to terminate its agreement with the Parent Company and is free to negotiate another deal with anyone with whom it desires to contract.   The Seller has requested that the Parent Company enter into a rescission agreement with respect to the above described transaction. The Parent Company intends to vigorously defend itself in this matter if required to do so.

The Parent Company has been informed by the Creditor, among other things, that if the Parent Company does not promptly resolve its dispute with the Seller and take certain other steps outlined by the Creditor that the Creditor will declare a default under its Secured Promissory Note and related agreements and foreclose on the assets and exercise all other rights granted to Creditor under those instruments and applicable commercial law. 

The bank account located in Spokane, Washington that the Parent Company is using for the operations of the New A.C. LaRocco is in the name of Take and Bake, Inc. dba AC LaRocco Pizza.  In February 2011, the Creditor and Contract Manufacturer that holds a security interest in the assets of this operating company notified the Parent Company that it would not change the depository bank account under its lock box agreement until the parties to the Asset Purchase Agreement and Asset Acquisition Memorandum resolve their dispute.

Products

The Company’s principal products for its Wings of Nature™ product line are health bars in three flavors; Cranberry Crunch, Almond Raisin and Espresso.  The bars are USDA Certified Organic, use no refined sugar, are cold processed, sweetened with agave nectar, Kosher, and have no trans fat.

The Company’s principal products for its AC LaRocco Pizza line are weight watchers friendly, diabetic friendly, heart healthy, made with Organic whole grain, high fiber, light in sodium and all natural with no artificial ingredients.

The Company has multiple customers and we do not believe that we are wholly dependent on any single customer at this time.  We have several large customers that although we are not wholly dependent on them if we were to lose them as customers it would significantly impact our revenues.  The Company’s Wings of Nature™ bars are USDA Certified Organic and we need government approval in order for the bars to stay Certified Organic.  

Rose & Shore, Inc. and Shandiz Natural Foods manufacturepart-time third party independent contractors. Currently, the Company’s pizza and health bar products, respectively.  Rose & Shore and Shandiz Natural Foods are generally responsible for obtaining the raw materials for the manufacture of the Company’s products. A disruption in the supply of our products from Rose & Shore or Shandiz Natural Foods would have a material effect on our business.

Competition

We operate in highly competitive product markets. Some of these markets are dominated by competitors with greater resources. In addition, we compete for limited retailer shelf space for our products. Larger competitors include mainstream food companies such as Dean Foods, General Mills, Inc., Nestle S.A., Kraft Foods Inc., Groupe Danone, Kellogg Company, Unilever PLC, Pepsico, Sara Lee Corporation, and large cereal producers such as Nature’s Path and Kashi.  Retailers also market competitive products under their own private labels such as Whole Foods.  Other well- known brands with which we compete are Newman’s Own, Eden Foods, Amy’s and Walnut Acres.  While many of these large manufacturers’ primary products are not organic, they do have organic offerings within their product portfolio.

Employees and Employment Agreements

Currently, the Company has five employees, includingsole employee, is our President and Chief Executive Officer, two sales persons for our frozen pizza line, and two full time administrative assistants. Of these individuals, all are employed on a full-time

basis and three are under employment contracts including our President and Chief Executive Officer for which his employment contract with the Company expired on October 31, 2010.  The Company and its President and Chief Executive Officer are currently in negotiations to execute a new employment agreement.

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

Seasonality

While our snack food product lines are stronger in the warmer months, our pizza product line primarily markets frozen pizza products and, as a result, its quarterly results of operations reflect seasonal trends resulting from increased demand for its frozen pizza products in the cooler months of the year. In years where there are warm winter seasons, our sales of cooler weather products, which typically increase in our second and third fiscal quarters, may be negatively impacted.

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

RISK FACTORS

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/A10-K before deciding to purchase our common stock.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.

RISKS RELATED TO OUR BUSINESS

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, 20102013 and 20092012 were $2,015,518$566,859 and $756,425$1,488,485 respectively. From inception throughAs of October 31, 2010,2013, we hadrealized an accumulated deficit of $6,605,715.$9,885,044 and we had no 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 involved in a dispute with respect to our A.C. LaRocco pizza business.  Such dispute may have a materially adverse impact on us.

On March 2, 2010, the Parent Company simultaneously entered into the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated March 2, 2010 among  the Parent Company,  Take and Bake, Inc., doing business as A.C. LaRocco Pizza Company(the “Seller”), Clarence Scott and Karen Leffler and, the Company believes, acquired certain assets and liabilities of the Seller (as further described below) (the “Asset Acquisition”). The Seller was in the business of marketing and distributing all natural and organic, whole grain, heart healthy pizzas, including organic thin pizzas with sprouted grain crust.  The purchase price for the assets acquired by the Parent Company pursuant to the Asset Purchase Agreement is 15,000,000 shares of common stock (the “Share Consideration”) and monthly payments of $1,800 for a 60 month period.  In April 2010, the Parent Company formed a wholly owned subsidiary, A.C. LaRocco, Inc., a Delaware corporation, for the purpose of implementing its new pizza business.  We refer to this subsidiary as “New A.C. LaRocco.”

The assets acquired by the Company in the Asset Acquisition, included all of the assets of Seller constituting or used in connection with its business, except for certain excluded assets.  The assets excluded from the Asset Acquisition, included, among others: (i) receivables due to the Seller on March 2, 2010, (ii) cash and cash equivalents items on hand at the close of business on the closing date, (iii) accounts receivable earned from the operations of the business during the period beginning 60 days prior to the closing date and ending on the closing date, (iv) accounts receivable as to litigation commenced prior to the closing date against a debtor, (v) all judgments in favor of Seller in connection with the collection of accounts receivable and (vi) all  checkbooks,  stubs,  books of account , ledgers  and journals related to the prior operation of the Seller’s business.

As of February 15, 2011, the Parent Company had not issued the share consideration contemplated by the Asset Purchase Agreement.  The Parent Company’s Certificate of Incorporation authorizes 200,000,000 shares of common stock, of which, as of February 15, 2011, all 200,000,000 shares were issued and outstanding.  As a result, the Parent Company is unable to issue the shares of common stock contemplated by the Asset Purchase Agreement until the number of the Parent Company’s authorized shares of common stock is increased.  An increase in the Parent Company’s authorized shares of common stock is dependent on the approval of the Parent Company’s shareholders.

On March 2, 2010, the parties to the Asset Purchase Agreement also entered into an Asset Acquisition Memorandum (the “Memorandum”).  The Memorandum provides, among other things, that the Parent Company is required to invest a minimum of $500,000 within six months of the closing date of the Asset Acquisition into New A.C. LaRocco, which payments may be made directly to New A.C. LaRocco or to anyone that the Seller and New A.C. LaRocco deem necessary.  As of October 31, 2010, the Parent Company had invested approximately $207,651 in New A.C. LaRocco.

The Memorandum further provides that a creditor of the Seller (the “Creditor”), is to maintain its priority security lien in all assets transferred in connection with the Asset Acquisition, including the AC LaRocco trade name and trademark logo until:

New AC LaRocco and/or the Parent Company completes performance of all obligations to the Creditor, including without limitation, the repayment of all indebtedness to the Creditor assumed by New A.C. LaRocco and the Parent Company under a Secured Promissory Note dated July 6, 2007 in the original principal amount of $218,356.94 (and with a principal balance of $129,384.59 on March 2, 2010), under trade invoices and as otherwise advanced or paid by the Creditor for the benefit of the Parent Company and/or New A.C. LaRocco or on their behalf;

The Creditor has no further commitment to the Parent Company and/or New A.C. LaRocco that could give rise to an obligation.

Upon payment of all indebtedness owed to the Creditor, the AC LaRocco name and logo would be transferred to New A.C. LaRocco Pizza Company in connection with the termination provisions of a Security Agreement executed in favor of the Creditor in connection with the Asset Acquisition.

Pursuant to the Memorandum, Clarence Scott and Karen Leffler are to maintain the AC LaRocco trade secrets and recipes until investment is made in full, at which point trade secrets and recipes are to be transferred to New A.C. LaRocco, subject to the aforementioned security interest.

The Seller now alleges, among other things, that the Parent Company has materially breached its agreement with the Seller, that the closing of the transactions described above did not occur and that the Parent Company has not paid the asset purchase price.  The Seller further contends that it has the right to terminate its agreement with the Parent Company and is free to negotiate another deal with anyone with whom it desires to contract.   The Seller has requested that the Parent Company enter into a rescission agreement with respect to the above described transaction. The Parent Company intends to vigorously defend itself in this matter if required to do so.

The Parent Company has been informed by the Creditor, among other things, that if the Parent Company does not promptly resolve its dispute with the Seller and take certain other steps outlined by the Creditor that the Creditor will declare a default under its Secured Promissory Note and related agreements and foreclose on the assets and exercise all other rights granted to Creditor under those instruments and applicable commercial law. 

The bank account located in Spokane, Washington that the Parent Company is using for the operations of the New A.C. LaRocco is in the name of Take and Bake. Inc. dba AC LaRocco Pizza.  In February 2011, the Creditor and Contract Manufacturer that holds a security interest in the assets of this operating company notified the Parent Company that it would not change the depository bank account under its lock box agreement until the parties to the Asset Purchase Agreement and Asset Acquisition Memorandum resolve their dispute.

The A.C. LaRocco pizza business represents a substantial portion of the Company’s revenue and an unfavorable resolution of the above described dispute would have a materially adverse impact on us and seriously harm our business, financial condition, results of operations and cash flows.  Even if this dispute is finally resolved in our favor, the dispute may still result in substantial costs for us and may divert management’s attention and resources, which could seriously harm our business, financial condition, results of operations and cash flows.

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

Taxes.As of October 31, 2010,2013, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $118,101$135,875 and $30,145,$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, 2010 was approximately $215,0002013 and 2012, subject to further penalties and interest.interest plus accruals on unpaid wages. The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company and has designated the balance owed as uncollectible at this time. The Company is currently negotiating a payment plan with the State of New York.

As of October 31, 2010, the New A.C. LaRocco had not filed to do business in the State of Washington.  In February 2011, the New A.C. LaRocco filed the requisite documents with the State of Washington.  As of October 31, 2010 and as of February 15, 2011, the New A.C. LaRocco had unpaid payroll taxes payable to the Internal Revenue Service and the State of Washington in an approximate amount of $35,000 including estimated penalties and interest for non-filing and non-payment.

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.

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/A,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:

1. Pay all taxes owed by New York FHP to the State of New York.  As of October 31, 2010, New York FHP owed New York State payroll related taxes in the amount of approximately $30,145 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.

The Parent Company intendspreviously intended to take the steps required to complete the Merger, however, the Parent Company cannot forecast when it will pay the amounts owedMerger; but after changing its business plan in 2012, determined not to the State of New York, make the indicated filings or otherwise complete the Merger.  In addition, there is a risk that the State of New York and the State of New Jersey may require the Parent Company and New York FHP to take additional actions that the Company is not presently contemplating.  If the Parent Company and New York FHP are unable to complete the above described steps and to consummate the Merger, then there is a risk that the Parent Company’s acquisition of New York FHP could be challenged which could seriously harm the Parent Company’s business, financial condition, results of operations and cash flows.  If the Parent Company and New York FHP are unable to consummate the Merger, the value of the Parent Company’s shares held by the Parent Company’s shareholders could significantly decline..

There is no assurance that the market will continue to accept our products which could have an adverse affect on our business.

There can be no assurance that our food products will be perceived as being superior to existing products or new products being developed by competing companies or that such products will otherwise be accepted by consumers. The market prices for our products may exceed the prices of competitive products. There can be no assurance that the prices of our products will be perceived by consumers as cost-effective or that the prices of such products will be competitive with existing or new competing products. If consumers do not accept our products, we may be unable to achieve profitability.so.

Other companies, many of which have greater resources than we have, may develop competing products which may cause our products to become noncompetitive which could have an adverse affect on our business.

We will be competing with firms that sell organic food products. In addition, additional potential competitors may enter the market in the future. Some of these current and potential competitors have longer operating histories, greater name recognition, access to larger customer bases, well-established business organizations and product lines and significantly greater resources. There can be no assurance that one or more such companies will not succeed in developing or marketing products that will render our products noncompetitive. If we fail to compete successfully, our business would suffer.

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, 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.

RISKS RELATING TO OUR INDUSTRYTECHNOLOGY BUSINESS

We maycan provide no assurance that our business will be subjectable to significant liabilitymaintain 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 materially harmresult 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, shouldreputation and results of operations. Our business may require the consumptionstorage, transmission and utilization of any ofdata.

If we fail to respond quickly to technological developments, our products cause illnessservice 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 physical harm.

The sale of food products for human consumption involves the risk of injury or illnessobsolete, causing revenues and operating results to consumers. Such injuries may result from inadvertent mislabeling, tampering by unauthorized third parties or product contamination or spoilage. Under certain circumstances,suffer. In order to compete, we may be required to recalldevelop or withdraw products, which may leadacquire 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 material adverse effect onrange 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 business. Even if a situation does not necessitate a recall or market withdrawal, product liability claims mightinformation technology services are characterized by rapidly changing technology and evolving process development. Our business will depend upon our ability to:

We cannot be asserted against us. Whilecertain that we are subject to governmental inspection and regulations and believe our facilities and those of our co-packers comply in all material respects with all applicable laws and regulations, if the consumption of any of our products causes, or is alleged to have caused, a health-related illnesswill develop capabilities required by potential customers in the future wefuture. Also, the emergence of new technologies, industry standards or customer requirements may become subject to claimsrender our equipment, inventory or lawsuits relating to such matters. Even if a product liability claim is unsuccessfulprocesses obsolete or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or physical harm could adversely affect our reputation with existing and potential customers and consumers and our corporate and brand image. Moreover, claims or liabilities of this sort might not be covered by our insurance or by any rights of indemnity or contribution thatnoncompetitive. In addition, we may have against others. A product liability judgment againstto 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 product recallvery 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 our business, consolidated financial condition, results of operations or liquidity.

We rely on independent certification for a number of our food products, the loss of which could materially harm our business.

We rely on independent certification, such as certifications of our products as “organic”, to differentiate our products from others. The loss of any independent certifications could adversely affect our market position as a natural and organic food company, which could harm our business.

We must comply with the requirements of independent organizations or certification authorities in order to label our products as certified. For example, we can lose our “organic” certification if a manufacturing plant becomes

contaminated with non-organic materials, or if it is not properly cleaned after a production run. In addition, all raw materials must be certified organic.

Consumer concern regarding the safety and quality of food products or health concerns could adversely affect sales of certain of our products.

If consumers in our principal markets lose confidence in the safety and quality of our food products, even without a product liability claim or a product recall, our business could be adversely affected. Consumers have been increasingly focused on food safety and health and wellness with respect to the food products that they buy. The food industry ishim. Our future success will also subject to scrutiny relating to genetically modified organisms and the health implications of obesity. We have been and will continue to be impacted by publicity concerning the health implications of food products generally, which could negatively influence consumer perception and acceptance of our products and marketing programs. Developments in any of these areas could cause our results to differ materially from results that are reflected in forward-looking statements herein.

The cost of compliance with organic regulations may adversely impact our profitability.

Our products are organic and are required to meet the standards set forth in the Organic Foods Production Act and the regulations adopted by the National Organic Standards Board. These regulations require strict methods of production for organic food products and limit the ability of food processors to use non-organic or synthetic materials in the production of organic foods or in the raising of organic livestock. Compliance with these regulations will increase our cost of product, which we may be unable to offset with price increases.  Accordingly, compliance with these regulations may adversely affect our profitability.

Sales of our products will depend, in part, on the performance of local, regionalupon our ability to attract and national supermarkets, retailers, distributors, brokersretain highly qualified personnel. Our inability to retain additional key executives and wholesalers, and should they perform poorly or give higher priority to other brands or products,attract new, qualified personnel could cause us to curtail our business could be adversely affected.operations.

In addition to our online web-store, we sell our products to consumers principally through local, regional and national supermarkets, retailers, distributors, brokers and wholesalers. There is no assurance that we will be able to maintain such distribution outlets.  The poor performance by such distributors, or our inability to collect accounts receivable from them, could materially and adversely affect our results of operations and financial condition. In addition, such distributors offer branded and private label products that compete directly with our products for retail shelf space and consumer purchases. Accordingly, there is a risk that our distributors may give higher priority to their own products or to the products of our competitors. In the future, our customers may not continue to purchase our products or provide our products with adequate levels of promotional support.

Our co-packers are subject to numerous laws and governmental regulations, exposing them to potential claims and compliance costs that could adversely affect our business

Our co-packers are subject to extensive regulation by the U.S. Food and Drug Administration (FDA), the U.S. Department of Agriculture (USDA) and other national, state and local authorities. For example, our co-packers are subject to the Food, Drug and Cosmetic Act and regulations promulgated by the FDA. This comprehensive regulatory program governs, among other things, the manufacturing, composition and ingredients, packaging and safety of foods. Under this program the FDA regulates manufacturing practices for foods through our current "good manufacturing practices" regulations and specifies the recipes for certain foods. Furthermore, our co-packers’ processing facilities and products are subject to periodic inspection by federal, state and local authorities. Any changes in these laws and regulations could increase the cost of developing and distributing our products and otherwise increase the cost of conducting our business, which would adversely affect our financial condition and results of operations. In addition, failure by our co-packers to comply with applicable laws and regulations, including future laws and regulations, could subject them to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, which could have a material adverse effect on our supply of products, our business, consolidated financial condition, results of operations or liquidity.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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.

ITEM 2. DESCRIPTION OF PROPERTIES

We maintain our current

The Parent Company maintains its office at 280 Madison Ave Suite 1005in New York, NY 10016.  We do not haveNew York. There is a writtenmonth-to-month office lease; however, we paylease. The rent is approximately $750$1,050 per month for ourthe current office location located in New York.York and we did not pay, but accrued, rent for our office during 2013. We maintain a limited amount of office equipment.  The Company doesequipment and do not lease any vehicles.

The New AC LaRocco maintains an office located in Spokane, Washington and pays rent for such space.  The office maintains a limited amount of office equipment and does not lease any vehicles.  Monthly rent for this space is approximately $1,100 including common area charges.

ITEM 3. LEGAL PROCEEDINGS

As of February 14, 2011,October 31, 2013, we were not a party to any material legal proceedings.  We currently have twenty-two (22) 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”), whom together invested a total principal amount of $45,000 in the form of Convertible Promissory Notes (the ”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.

ITEM 4. (Removed and Reserved)MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON STOCK ANDEQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF COMMON STOCKEQUITY SECURITIES.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

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.otcbb.com.www.otcmarkets.com.

These quotations reflect inter-dealer prices, without retail mark-up, markdown or commissions, and may not necessarily represent actual transactions. As of February 11, 2011,October 31, 2013, the last reported price of our common was $.012$0.0003 per share.

Holders

As of February 11, 2011October 31, 2013 there were 206132 qualified holders of record of the Parent Company’s Common Stock.common stock. This does not reflect persons or entities that hold their stock in nominee or “street name”.

Dividends

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.

Equity Compensation Plan Information

As of October 31, 2010,2013, we did not have any equity compensation plans.

During the fiscal year ended October 31, 2013, 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.

ITEM 6. SELECTED FINANCIAL DATA

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.

ITEM 7. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.OPERATIONS

Forward Looking Statements

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"“may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and "continue,"“continue,” or similar words.

We believe it is important to communicate our expectations. However, there may be events in the future that we are not able to accurately predict or over which we have no control. 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/A.10-K.

Unless stated otherwise, the words “we,” “us,” “our,” “the Company” or “Fresh Harvest” in this Annual Report on Form 10-K/A10-K collectively refers to Fresh Harvest Products, Inc., a New Jersey corporation (the “Parent Company”), and subsidiaries.

Overview

We began realizing revenues from operations during the quarter ending July 31, 2006, and, as of November 1, 2007 we were no longer a development stage company.  

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/A,10-K, the Parent Company and New York FHP had not completed the Merger.  In order to completeMerger, and the Merger, the Parent Company and New York FHPdoes not now plan to takedo so as the following steps:

1. Pay all taxes owed by New York FHP to the State of New York.  As of October 31, 2010, New York FHP owed New York State payroll related taxes in the amount of approximately $30,145 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.

The Parent Company intends to take the steps required to complete the Merger, however, the Parent Company cannot forecast when it will pay the amounts owed to the State of New York, make the indicated filings or otherwise complete the Merger.  In addition, there is a risk that the State of New York and the State of New Jersey may require the Parent Company and New York FHP to take additional actions that the Company is not presently contemplating.  If the Parent Company and New York FHP are unable to complete the above described steps and to consummate the Merger, then there

is a risk that the Parent Company’s acquisition of New York FHP could be challenged which could seriously harm the Parent Company’s business financial condition, results of operations and cash flows.  If the Parent Company and New York FHP are unable to consummate the Merger, the value of the Parent Company’s shares held by the Parent Company’s shareholders could significantly decline.plan has changed.

SinceFrom December 16, 2005 through October 11, 2012, our business plan hashad been to develop proprietary natural, organic and healthy products to sell, market and distribute.  Some of our products include: organic snack and coffee bars that have no refined sugar, are cholesterol free, trans fat free, low in sodium and gluten free. Our goal is to bring healthy, great tasting natural and organic food products at affordable prices to the mass markets. We are now selling the product linesold our products to select supermarkets chains and retailers in the eastern part of the United States.

OurSince October 11, 2012, our primary efforts have been devoted to selling our line of organic food products and raising capital.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.

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.

As of October 31, 2010,2013, the Company had current assets of $171,086 that includes $16,711 cash, net accounts receivable of $120,758 and inventory of $33,617.  Management believes that the$0. The Company has no liquid cash and other liquid assets on hand as of October 31, 2010 are2013 and does not have sufficient funds to fund operationsoperate 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/A10-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 yearsyear ended October 31, 2010 and 2009,2013, our auditors have expressed substantial doubt we will continue as a going concern.

Results of Operations for the Fiscal Year Ending October 31, 20102013 and October 31, 20092012

Financial Information from Comparative Fiscal Year Periods

For the year ended October 31, 2010,2013, we recorded netgross revenues of $645,033$0 versus net revenues of $87,502$0 for a $0 or 0% change from the previous year ended October 31, 2012. The Company believes that the zero revenue was due to the Company’s shift in its business model.

For the year ended October 31, 2009. This increase of $557,5312013, gross profit was $0 versus $0 for a $0 or 0% change from the previous year ended October 31, 2012. The Company believes that the zero gross profit is primarily attributeddue to the Company’s acquisitionshift in its business model.

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

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

For the year ended October 31, 2013, we realized a net loss of its organic pizza business through the New A.C. LaRocco on March 2, 2010.

Gross profit (loss) defined$566,859 as revenues less costcompared to a net loss of goods sold, was $86,868$1,488,485 for the year ended October 31, 2010, compared to ($63,911) for the year ended October 31, 2009.2012. The gross loss in the year ended October 31, 2009decrease of $921,626 was due to an audit adjustment of $86,591 to our annual financial statements for product that was determined to be obsolete as of that date.  The increase inseveral factors, including the gross profit from 2009 to 2010 was primarily due to the Company’s acquisition and operations of its organic pizza business through the New A.C. LaRocco on March 2, 2010.

We incurred total operating expenses in the amount of $2,002,586 for the year ended October 31, 2010, as compared to $607,282 for the year ended October 31, 2009.  This increase of $1,395,304 is primarily due to an increase in salaries and wages; sales and marketing expenses and general and administrative fees due to the Company’s acquisition and operations of its organic pizza business through the New A.C. LaRocco on March 2, 2010.  The increasedecreases in legal and professional fees, sales and a portion of themarketing and general and administrative expenses are primarily due to the Company issuing 34,705,760 of its common stock at an average per share price of $.009 for services rendered on behalf of the Company.  expenses.

We incurred total other expenses in the amount of $99,800 for the year ended October 31, 2010, as compared to $85,232 for the year ended October 31, 2009.  This increase of $14,568 is primarily due to the loss on disposal of assets of $24,760 and a decrease in the interest expense.

Our net loss was $2,015,518 for the year ended October 31, 2010 which was an increase from $756,425 for the fiscal year ended October 31, 2009.  The increase was primarily a result of an increase in our total operating expenses and the non-cash impairment charges related to Goodwill of $666,512 related to the Company’s acquisition of its organic pizza business through the New A.C. LaRocco on March 2, 2010.

Effect of the non-cash impairment charge on October 31, 2010

There were 200,000,000 shares of our common stock outstanding as of October 31, 2010.  The non-cash impairment charges related to Goodwill of $666,512 had a negative $.003 per share impact on the outstanding shares as of October 31, 2010.

Liquidity and Capital Resources

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.  The Company’s ability to raise additional common equity capital is dependent on the approval of the Company’s shareholders of an increase in the authorized common stock of the Company.

As of October 31, 2010, the Company2013, we had current assets of $171,086$0 and we had total liabilities of $2,666,876.

Currently, we do not have sufficient financial resources to implement or complete our business plan. We cannot be assured that includes $16,711 cash, net accounts receivable of $120,758 and inventory of $33,617.  Management believes that the liquid cash and other liquid assets on hand as of October 31, 2010 are notrevenue from operations will be sufficient to fund operations forour 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 requiredable to raise additionalsuch funds on acceptable terms to meetus or otherwise. If we are unsuccessful in our shortattempts 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 long-term planned goals. Thereother 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 such funds,we will receive any financing or funding from any source or if available at all, canany financing should be obtained, on terms reasonablethat existing shareholders will not incur substantial, immediate, and permanent dilution of their existing investment.

If we are unable to us. In this regard,raise the required financing, we may have to cease operations. Currently, we have obtaineda 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 to attemptuntil 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 (shortcredit from such providers has a significant impact upon our liquidity and long term) loansour ability to utilize funds for inventory purchases, new product development, expansion, advertisingother purposes. Similarly, if and marketing. We cannot assure you thatwhen we hire additional personnel, including management and sales personnel, the cost related to such hiring will be successful in obtaining the aforementioned financings (either debt or equity)have a significant impact on terms acceptable to us, or otherwise.our liquidity and deployment of funds.

As of October 31, 2010, the Company incurred $1,504,316 in accounts payable, $178,307 in short and long-term notes payable to related parties and $1,276,106 in short and long-term notes payable to unrelated third parties.  During the year ended October 31, 2010, the Company raised a total of $636,950 in new debt from related parties and unrelated third parties.  All of these new funds are in the form of convertible notes payable with a provision that the debt is convertible into stock of the Company subject the Company having enough authorized shares available to be issued.

Unfunded Investment Commitment

The asset acquisition memorandum dated March 2, 2010 required the Parent Company to invest a minimum of $500,000 within six months after the date of the memorandum

As of October 31, 2010, the Parent Company invested $207,651 in the New AC LaRocco under this memorandum.

As of October 31, 2010, the balance of this unfunded investment commitment was $292,349.  This amount is not reflected as a commitment on the consolidated balance sheet of the Company.

Accrued and Unpaid Payroll Taxes

As of October 31, 2010,2013, the Company owed the Internal Revenue Service and New York State payroll related taxes in the amounts of $118,101$135,875 and $30,145,$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, 2010 was approximately $215,0002013, and 2012, subject to further penalties and interest.interest plus accruals on unpaid wages. The Internal Revenue Service has placed a federal tax lien on all of the assets of the Company and has designated the balance owed as uncollectible at this time. The Company is currently negotiating a payment plan with the State of New York.Company.

Inflation

As of October 31, 2010, the New A.C. LaRocco had not filed to do business in the State of Washington.  In February 2011, the New A.C. LaRocco filed the requisite documents with the State of Washington.  As of October 31, 2010 and as of February 15 , 2011, the New A.C. LaRocco had unpaid payroll taxes payable to the Internal Revenue Service and the State of Washington in an approximate amount of $35,000 including estimated penalties and interest for non-filing and non-payment.

Inflation

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

Material AgreementAgreements

On March 2, 2010,October 11, 2012, Fresh Harvest Products, Inc. (referred to herein as the Parent Company simultaneously entered into the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated March 2, 2010 among the Parent Company,  Take“Company”, “we”, “us” and Bake, Inc., doing business as A.C. LaRocco Pizza Company(the “Seller”“our”), Clarence Scott and Karen Leffler and, the Company, believes, acquired certain assets and liabilities of the Seller (as further described below) (the “Asset Acquisition”). The Seller was in the business of marketing and distributing all natural and organic, whole grain, heart healthy pizzas, including organic thin pizzas with sprouted grain crust.  The purchase price for the assets acquired by the Parent Company pursuant to the Asset Purchase Agreement is 15,000,000 shares of common stock (the “Share Consideration”) and monthly payments of $1,800 for a 60 month period.  In April 2010, the Parent Company formed a wholly owned subsidiary, A.C.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 Delaware corporation,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 purposeassignment to Foods of implementing its new pizza business.  We referthe 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 this subsidiary as “New A.C. LaRocco.”manufacturer) of the Subsidiary, up to the date of these Agreements, and both parties were creditors of the Subsidiary.

The assets acquired byConsulting Agreement

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 Asset Acquisition, includedaffiliates of BFY no longer having direct or indirect control of at least 50% of the then voting powers of BFY.

Assignment of Property Agreement

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 assets of Seller constituting or usedCompany’s and the Subsidiary’s right, title and interest in connection with its business, except forand to certain excluded assets.  The assets excluded from the Asset Acquisition, included, among others: (i) receivables due to the Seller on March 2, 2010, (ii) cash and cash equivalents items on hand at the close of business on the closing date, (iii) accounts receivable earned from the operations of the business during the period beginning 60 days prior to the closing date and ending on the closing date, (iv) accounts receivable as to litigation commenced prior to the closing date against a debtor, (v) all judgments in favor of Seller in connection with the collection of accounts receivable and (vi) all  checkbooks,  stubs,  books of account , ledgers  and journals related to the prior operation of the Seller’s business.

As of February 15, 2011, the Parent Company had not issued the share consideration contemplated by the Asset Purchase Agreement.  The Parent Company’s Certificate of Incorporation authorizes 200,000,000 shares of common stock, of which, as of February 15, 2011, all 200,000,000 shares were issued and outstanding.  As a result, the Parent Company is unable to issue the shares of common stock contemplated by the Asset Purchase Agreement until the number of the Parent Company’s authorized shares of common stock is increased.  An increase in the Parent Company’s authorized shares of common stock is dependent on the approval of the Parent Company’s shareholders.

On March 2, 2010, the parties to the Asset Purchase Agreement also entered into an Asset Acquisition Memorandum (the “Memorandum”).  The Memorandum provides, among other things, that the Parent Company is required to invest a minimum of $500,000 within six months of the closing date of the Asset Acquisition into New A.C. LaRocco, which payments may be made directly to New A.C. LaRocco or to anyone that the Seller and New A.C. LaRocco deem necessary.  As of October 31, 2010, the Parent Company had invested approximately $207,651 in New A.C. LaRocco.

The Memorandum further provides that a creditor of the Seller (the “Creditor”), is to maintain its priority security lien in all assets transferred in connection with the Asset Acquisition, including the AC LaRocco trade name and trademark logo until:

·

New AC LaRocco and/or the Parent Company completes performance of all obligations to the Creditor,brand properties, including without limitation the repayment of all indebtedness to the Creditor assumed by New A.C. LaRoccotrademarks, trade names, copyrights, intellectual property rights and the Parent Company under a Secured Promissory Note dated July 6, 2007 in the original principal amount of $218,356.94 (and with a principal balance of $129,384.59 on March 2, 2010), under trade invoices and as otherwise advanced or paid by the Creditor for the benefit of the Parent Company and/or New A.C. LaRocco or on their behalf;other related rights thereto (the “Transferred Property”).

The Creditor has no further commitment to the Parent Company and/or New A.C. LaRocco that could give rise to an obligation.

Upon payment of all indebtedness owed to the Creditor, the AC LaRocco name and logo would be transferred to New A.C. LaRocco Pizza Company in connection with the termination provisions of a Security Agreement executed in favor of the Creditor in connection with the Asset Acquisition.

Pursuant to the Memorandum, Clarence Scott and Karen Leffler are to maintain the AC LaRocco trade secrets and recipes until investment is made in full, at which point trade secrets and recipes are to be transferred to New A.C. LaRocco, subject to the aforementioned security interest.

The Seller now alleges, among other things, that the Parent Company has materially breached its agreement with the Seller, that the closing of the transactions described above did not occur and that the Parent Company has not paid the asset purchase price.  The Seller further contends that it has the right to terminate its agreement with the Parent Company and is free to negotiate another deal with anyone with whom it desires to contract.   The Seller has requested that the Parent Company enter into a rescission agreement with respect to the above described transaction. The Parent Company intends to vigorously defend itself in this matter if required to do so.

The Parent Company has been informed by the Creditor, among other things, that if the Parent Company does not promptly resolve its dispute with the Seller and take certain other steps outlined by the Creditor that the Creditor will declare a default under its Secured Promissory Note and related agreements and foreclose on the assets and exercise all other rights granted to Creditor under those instruments and applicable commercial law. 

The bank account located in Spokane, Washington that the Parent Company is using for the operations of the New A.C. LaRocco is in the name of Take and Bake, Inc. dba AC LaRocco Pizza.  In February 2011, the Creditor and Contract Manufacturer that holds a security interest in the assets of this operating company notified the Parent Company that it would not change the depository bank account under its lock box agreement until the parties to the Asset Purchase Agreement and Asset Acquisition Memorandum resolve their dispute.

Off Balance Sheet Arrangements

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

Principal Commitments

As of October 31, 2010, we had the following commitments:

1)

15,000,000 shares of the Company’s Common Stock issuable pursuant to the Asset Purchase Agreement dated March 2, 2010 among the Company, Take and Bake, Inc., doing business as A.C. LaRocco Pizza Company, Clarence Scott and Karen Leffler.

2)

The balance of $292,349, which is the investment that was the subject of the Asset Acquisition Memorandum dated March 2, 2010.

PURCHASE PRICE ALLOCATION

The acquisition of the assets of Take and Bake, Inc. on March 2, 2010 was accounted for as a business combination as defined under ASC 805.  The purchase price allocation is as follows:

Explanation:

(1)

 The valuation of the inventory was based on cost and was being maintained by a third-party warehouse that maintained perpetual inventory records.

(2)

The valuation of the equipment was based on a third-party appraisal as of March 2, 2010.

(3)

The m anagement of the Company determined that based on market conditions that existed as of March 2, 2010, the Company’s principal supplier had a perfected security interest in all assets of Take and Bake, Inc. and that Take and Bake, Inc. operated at a loss for several years prior to March 2, 2010 , therefore the trade name, logo and trade secrets were valued at zero.

(4)

The assumption of liabilities includes a term note payable to Rose & Shore, Inc., the Company’s principal supplier.

(5)

The consideration paid included a term note payable to Take and Bake, Inc.

(6)

Since there was no methodology set forth in the Agreement dated March 2, 2010 as to how the 15,000,000 shares of restricted common stock of the Company were to be valued, management of the Company determined the value of the common stock to be the closing price of the Company’s common stock of $.03 without taking into consideration any discounts for the restrictions, the lack of trading volume to sell the shares if they were free trading and that the 15,000,000 shares represented approximately 11% of the outstanding shares as of March 2, 2010.

(7)

Management of the Company determined the Goodwill, defined as Total Consideration Paid less Identifiable Assets, to be $666,512.

Critical Accounting PoliciesEstimates

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 intangible assets, 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.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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.

Cash and Cash Equivalents

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.

Net Loss Per Share Calculation

Basic net loss per common share ("EPS"(“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.

Revenue Recognition and Sales Incentives

Sales arewill be recognized when the earnings processan online transaction is complete,processed, which occurs when a user of one of our software products are shippedpurchases the products online or in accordance with terms of agreements, title and risk of loss transfer to customers, collection is probable and pricing is fixed or determinable.an app. Sales are reported net of sales incentives, which could include trade discounts and promotions and certain coupon costs. Shipping and handling costs billed to customers are included in reported sales. Allowances for cash discounts are recorded in the period in which the related sale is recognized.promotions.

Valuation of Accounts Receivable

The Company performs ongoing credit evaluations on existing and new customers daily. When it is determined that an amount included in accounts receivable is uncollectible it is written off as uncollectible.

Inventory

Inventory is valued at the lower of actual cost or market, utilizing the first-in, first-out method.  The Company provides write-downs for finished goods expected to become non-saleable due to age and specifically identifies and provides for slow moving products and packaging.

Property and Equipment

Property and equipment is carried at cost and depreciated or amortized on a straight-line basis over their estimated useful life. The Company believes the asset lives assigned to its property and equipment is within the ranges/guidelines generally used in food manufacturing and distribution businesses.  Depreciation is provided for on a straight-line basis over the useful life of the assets of five years. Ordinary repairs and maintenance are expensed as incurred.  

Earnings per Share

The basic earnings (loss) per share is defined as the amount of earnings for the period available to each share of common stock outstanding during the reporting period.  The diluted earnings per share is the amount of earnings for the period available to each share of common stock outstanding during the reporting period and to each share that would have been outstanding assuming the issuance of common shares for all dilutive potential common shares outstanding during the reporting period.  The weighted average number of common shares outstanding is the number of shares determined by (a) the portion of time within a reporting period that common shares have been outstanding to (b) the total time in that period.  In computing diluted earnings per share, equivalent common shares are considered for all dilutive potential common shares. The Company has not issued any options or warrants or similar securities since inception.  

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the years ended October 31, 2010 and 2009, respectively.

Income Taxes

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

Advertising

Advertising is expensed when incurred.

Fair Value of Financial Instruments

The Company’s financial instruments, including cash, accounts receivable, and 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.

Impairment of Long-Lived Assets

Long-lived assets such as property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying amount or the fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposal group classified as held for sale would be presented separately in the appropriate asset and liability sections of the balance sheet.

Impairment of Goodwill

The Company performed its annual goodwill impairment test during the fourth quarter of the year ended October 31, 2010. In addition, if and when events or circumstances change that would more likely than not reduce the fair value of any of its wholly-owned subsidiaries below its carrying value, an interim test will be performed.   No interim test was performed.

Based upon a combination of factors including a lower stock price of the Company’s common stock since March 2, 2010, the New A.C LaRocco’s operating losses since March 2, 2010, and challenging macro-economic conditions, the Company concluded that sufficient indicators existed to require it to perform a goodwill impairment analysis.

Having determined that the goodwill was potentially impaired, the Company performed the second step of the goodwill impairment analysis.  All of the impairment was allocated to the goodwill rather than allocating any of the impairment to any unrecognized intangible assets because they are subject to security interests and liens by the Creditor and Contract Manufacturer of the New A.C. LaRocco.  

As of October 31, 2010, the Company recognized a pre-tax non-cash goodwill impairment charge of $666,512, to write off all of the goodwill related to its AC LaRocco subsidiary.

The non-cash charge had no impact on the Company’s compliance with debt covenants, its cash flows or available liquidity.

Share-based compensation

The Company accounts for common stock issued to employees, directors, and consultants in accordance with the provisions of the ASC 718 Stock Compensation.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, 2010,2013, based on Management’s review of the Company’s tax position, the Parent Company and or subsidiaries had no significant unrecognized tax liabilities

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Immediately following are our audited consolidated financial statements and notes for the fiscal year ended October 31, 2010.2013.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Stockholders of Fresh Harvest Products, Inc., and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fresh Harvest Products, Inc., and Subsidiaries (“the Company”) (the Company) as of October 31, 2010 and 2009,2013, and the related consolidated statements of operations, deficiencychanges in assets,stockholders’ deficit, and cash flows for each of the years in the two-year periodyear ended October 31, 2010. The2013, 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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management is responsible for these consolidated financial statements.management. Our responsibility is to express an opinion on these consolidatedthe 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 Public Company Accounting Oversight Board (United States).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.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. OurAs part of our audit, included considerationwe are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, 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. An

Our audit also includesincluded 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 supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. 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 statement presentation.statements. We believe that our audit provides a reasonable basis for our opinion.

In our opinion,

Substantial Doubt about the consolidated financial statements referredCompany’s ability to above present fairly, in all material respects, the financial position of the CompanyContinue as of October 31, 2010 and 2009, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2010 in conformity with accounting principles generally accepted in the United States of America.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 no. 12 to the consolidated financial statements,2, the Company experienced ahas incurred net loss of $2,015,518losses and $756,425has no revenues. These factors, and the need for additional financing in order for the years ended October 31, 2010 and 2009 along with an accumulated deficit of $6,605,715 as of October 31, 2010. The Company’s abilityCompany to continue as a going concern is dependent uponmeet its ability to raise capital, increase revenue, and achieve profitable operations. These conditions raisebusiness plans raises substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements doOur opinion is not include any adjustmentsmodified with respect to that might result frommatter.

We have served as the outcome of these uncertainties.Company’s auditor since 2011.

Tampa, Florida

/s/ Conner & Associates, PCJanuary 29, 2021

CONNER & ASSOCIATES, PC

Newtown, Pennsylvania

12 February 2011

32

FRESH HARVEST PRODUCTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

See accompanying notes to consolidated financial statements.

FRESH HARVEST PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS