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EX-32.2 - CERTIFICATION PURSUANT TO - Rogue One, Inc.f2sfpfi042718ex32_2.htm
EX-32.1 - CERTIFICATION PURSUANT TO - Rogue One, Inc.f2sfpfi042718ex32_1.htm
EX-31.2 - Rogue One, Inc.f2sfpfi042718ex31_2.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO - Rogue One, Inc.f2sfpfi042718ex31_1.htm

 UNITED STATES

SECURITIES AND EXCHANGE   COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: June 30, 2016

 

Or

 

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

 

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

 

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

 

FRESH PROMISE FOODS,   INC.

(Exact Name of registrant as specified in its charter

 

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

 

3416 Shadybrook Drive

Midwest City, OK 73110

(Address of Principal Executive   Offices)

 

(561) 703-4659

(Registrant’s telephone number, including area   code)

Washington, D.C. 20549  

 

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

 

 

 
 

 

TABLE OF CONTENTS

 

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

 

 

 

 

PART I. FINANCIAL STATEMENTS

 

ITEM I. FINANCIAL STATEMENTS

 

Fresh Promise Foods, Inc.

Consolidated Balance Sheet June 30, 2016

 

   June 30, 2016  December 31, 2015
     Unaudited      
Assets          
Current Assets          
Cash  $0   $0 
Accounts Receivable        —   
Inventory   0    0 
Other Current Assets   0    0 
Total Current Assets   0      
           
Property, Plant & Equipment net   0    0 
Website Development & Software Purchased   0    0 
Total Assets  $0   $0 
           
Liabilities and Stockholders’ Deficit          
Liabilities          
Current Liabilities          
Account payable  $337,533   $247,354 
Accrued expenses   0    4,332 
Convertible notes payable   485,484    652,768 
Accrued salaries due officers   0    0 
Amounts due former officers under consulting agreements   —      —   
Convertible note derivative liability   942,484    584,856 
Loan due related parties   0    23,600 
Capital lease liability-short term   0    0 
Total Current Liabilities   1,765,501    1,181,135 
           
Long Term Liabilities          
Capital Lease Liability net of current portion   0    0 
Total Liabilities   1,765,501    1,181,135 
           
           
“C” Preferred- CANCELLED   0    3 
Common stock - par value $0.001 2,000,000,000 shares authorized, 839,920,304 shares outstanding, respectively   839,920    71 
Additional paid In Capital   6,475,216    7,135,240 
Accumulated deficit   (9,178,119)   (8,756,066)
Total Stockholders’ Deficit   (1,862,983)   (1,620,755)
Total Liabilities and Stockholders’ Deficit  $(97,482)  $118,454 

 

See accompanying notes to unaudited consolidated financial statements.

F-1

 

 

 

Fresh Promise Foods

Consolidated Statements of Operations

Three Months Ended June 30, 2016

Unaudited

 

   June 30, 2016  June 30, 2015
Revenues  $0   $19,093 
Cost of Goods Sold   0    10,836 
Gross Margin   0    8,257 
           
Operating Expenses          
Rent   0    11,208 
Professional fees   0    87,843 
General and administrative expense   0    89,592 
Payroll and related expense   0    74,100 
Depreciation   0    3,954 
Stock based compensation   —      0 
Total Operating Expenses   0    266,697 
           
Loss from operations   0    (258,439)
           
Other expenses          
Debt forgiveness (Income)   —        
(Gain) on Change in value of derivative liability   (517,901)   (424,583)
Derivative liability expense   (942,484)   130,776 
(Gain) Loss on Debt Modification   160,745    160,745 
(Gain) loss on note conversion   3,074    3,074 
(Gain) Loss on stock issuance   —        
Interest expense   320,985    320,985 
    190,997    190,997 
           
Loss before provision for income tax   (421,553)   (421,553)
           
Provision for income tax   —      —   
           
Net Loss  $(421,553)  $(421,553)
           
Net Loss per share: Basic and diluted  $(0.03)  $(0.03)
           
Weighted Average Number of Shares Outstanding: Basic and diluted   12,113,871    12,113,871 

 

See accompanying notes to unaudited consolidated financial statements.

F-2

 

 

 

Fresh Promise Foods, Inc.

Consolidated Statements of Cash Flows

Three Months Ended June 30, 2016

Unaudited

 

  June 30, 2016  June 30, 2015
OPERATING ACTIVITIES          
Net loss from operations  $(421,553)  $(421,553)
Adjustments to reconcile net loss to net cash used in operating activities:          
Amortization of debt discount   192,539    192,539 
(Gain) on Change in value of derivative liability   (517,901)   (424,583)
Derivative liability expense   (942,484)   146,955 
Debt forgiveness   —        
Loss on note conversion   72,433    72,433 
Loss on Debt Modification   160,745    160,745 
Loss on stock issuance   —      —   
Notes issued for professional services   —      —   
Premium expense   —      —   
Stock based compensation   —      —   
Depreciation   3,108    3,108 
Accrued interest on notes converted   —      —   
Changes in working capital items          
Accrued salaries   0    80,850 
Prepaid expenses and other current assets   0    (5,750)
Decrease in other liabilities   —      —   
Amount due current and former officer   —      —   
Advances from related parties   —      —   
(Increase) decrease in inventory   47,184    (47,184)
(Increase) in account receivable   212    (212 
Decrease in accounts payable   6,783    (6,783)
Decrease in accrued interest   0    14,618 
Cash flow from operating activities   (234,817)   (234,817)
INVESTING ACTIVITIES          
PP&E   —      —   
Website development   —      —   
    —      —   
FINANCING ACTIVITIES          
Proceeds from convertible notes payable   0    204,911 
Proceeds from short term loan   0    34,691 
Repayment of Capital Lease   (2,197)     
Cash flow from financing  $0   $237,405 
Net change in cash   (2,588)   2,588 
Beginning cash   2,588    1,663 
Ending Cash   0    4,251 
Non-Cash Investing and Financing Activities:          
Record derivative liability on notes   $    $ 
Conversion of note to common stock  $175,423   $175,423 
Issuance of promissory note for accrued expenses   $      
Issuance of shares under stock payable   $      

 

See accompanying notes to unaudited consolidated financial statements.

F-3

 

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

 

SHARE-BASED EXPENSE

 

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

 

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

 

WEBSITE DEVELOPMENT COSTS

 

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

 

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

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

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

 

INCOME TAXES

 

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

 

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

 

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

 

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

F-4

 

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

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

 

    June 30, 2016     December 31, 2015  
Furniture and fixtures   $ 0     $ 3,389  
Production equipment     0       96,692  
Total property and equipment     0       100,081  
Less: Accumulated depreciation             (12,630   )
Property and equipment, net.   $ 0     $ 87,451  

 

 

F-5

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

 

 

 

NOTE 4 – FAIR VALUE MEASUREMENTS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

          Fair Value Measurements at Reporting Date Using  
          Quoted prices in     Significant     Significant  
          Active Markets for     Other Observable     Unobservable  
          Identical Assets     Inputs     Inputs  
Description   6/30/2016     (Level 1)     (Level 2)     (Level 3)  
Convertible promissory notes with embedded conversion option   $ 862,485       -0-       -0-     $ 862,485  
Total   $ 862,485       -0-       -0-     $ 862,485  

 

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

 

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

   

F-6

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

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

 

 

 

NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE

 

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

 

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

 

    Balance Due at  
    March 31, 2016     December 31, 2015  
                 

On March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000 each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014. One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .025, volatility of 765%, and an assumed dividend rate of 0%. The remaining two $15,000 notes are also convertible into common stock at the market price

but no derivative liability was recorded. In February 2014, the third party converted $5,000 of note into 16,955 shares of common stock of the Company. During the first quarter of 2015, the third party converted $1,764 of the note into 352,941 shares of common stock of the Company.

    8,251       10,015  
                 

On March 5, 2013 the Company executed a promissory note for $45,000. In 2014 the note was modified into three notes of $15,000 each. The notes bear interest at 8 % are unsecured. The notes matured March 5, 2014 but were extended to June 30, 2014. One of the notes was sold to a third party and amended. Due to the amended features the Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .025, volatility of 765%, and an assumed dividend rate of 0%. The remaining two $15,000 notes are also convertible into common stock at the market price

but no derivative liability was recorded. On February 10, 2015, the note was purchased and the terms were changed. The new terms beared a 12% interest rate. The note can be converted into common stock at a discount of 55% off the conversion price. The conversion price is the average 3 day lowest closing sales price during a 10 day period prior to conversion, but no less that $0.0001. A gain of $29,745 was recorded due to the change in terms, in accordance with debt modification guidance.

    15,000       15,000  
                 

F-7

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

 

NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)

 

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

 

F-8

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

 

NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)

 

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

F-9

 

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

 

NOTE 5 – NOTES AND CONVERTIBLE NOTES PAYABLE (CONTINUED)

 

On October 27, 2014 the Company executed a promissory note for $52,500. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 55% off of the conversion price. The conversion price is the average lowest 3 day trading price during a 10 day period prior to conversion, or the stock can be converted at $0.0135, whichever is greater.     52,500       52,500  
                 
On December 11, 2014 the Company executed a promissory note for $40,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at the lower of (i) a discount of 35% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.     40,000       40,000  
                 
On January 5, 2015 the Company executed a promissory note for $20,000. The note bears interest at 6% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion price is the average of the three lowest bid prices in the 10 days prior to conversion.     20,000       -  
                 
On January 31, 2015 the Company executed a promissory note for $176,267. The note bears interest at 6% and is secured by common stock of the Company. The conversion price is the bid price on the day prior to the date of conversion.     176,268       -  
                 
On February 10, 2015 the Company executed a promissory note for $52,500. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted into common stock at the greater of (i) a discount of 45% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.     52,500       -  
                 
On February 13, 2015 the Company executed a promissory note for $30,000. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 42% off of the conversion price. The conversion price is the average bid price on the 3 days prior to the date of conversion, or (ii) $.001.     30,000       -  
                 
On February 13, 2015 the Company executed a promissory note for $50,000. The note bears interest at 8% and is secured by common stock of the Company. The note can be converted into common stock at a discount of 30% off of the conversion price. The conversion price is the average of the three lowest bid prices in the 10 days prior to conversion.     50,000       -  
                 
On January 26, 2015 the Company executed a promissory note for $28,000. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at 50% of the average 3 lowest prices in 10 days prior.     28,000       -  
                 
On March 17, 2015 the Company executed a promissory note for $28,000. The note bears interest at 12% and is secured by common stock of the Company. The note can be converted into common stock at 50% of the average 3 lowest prices in 10 days prior.     28,000       -  
                 
Premium liability     29,846       29,846  
                 
Unamortized debt discount on derivative liabilities     (441,349 )     (248,811 )
                 
Total convertible notes outstanding, net of unamortized discounts     485,484       388,957  
                 
On January 01, 2014 the Company executed a promissory note for $20,000 as payment to a service provider. The note is convertible into common stock of the Company at a discount of 35% off the average one day bid price the day prior to conversion. Due to the discount feature we have recorded a liability of $10,769, or put premium, as part of the carrying value of this note. The note is convertible at any time prior to maturity and bears interest at 6% per annum.     20,000       20,000  
                 
                 
                 
On March 17, 2014 the Company executed a promissory note for $25,000. The note bears interest at 12 % and is secured by common stock of the Company. The note can be converted into common stock at a discount of 40% off the conversion price. The conversion price is the average of the lowest 3 day trading price during a 10 day period prior to conversion, unless the Company sells or issues stock at a price lower than the conversion price. Should this occur the conversion price is reduced to that lower price. The Company has recorded a derivative liability for this note using the Black Scholes Method to value the derivative liability with the following assumptions: Risk Free Interest rate of .025, volatility of 296%, and an assumed dividend rate of 0%. In November 2014, the third party converted $7,135 of note into 366,598 shares of common stock of the Company. During the first quarter of 2015, the third party converted $6,612 of the note into 1,569,580 shares of common stock of the company.     11,253       17,865  

F-10

 

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

 

 NOTE 7 – STOCKHOLDERS’ EQUITY (DEFICIT)

 

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

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

 

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

 

Series B Preferred - Cancelled

 

Series C Preferred - Cancelled

 

Dividends

 

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

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

Liquidation Rights

 

Series A Convertible Stock

 

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

 

Warrants

 

Common Stock Warrants

 

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

 

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

 

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

 

 

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

 

There are no warrants outstanding at April 27, 2018.

F-11

 

 

 

FRESH PROMISE FOODS, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2016

 

 

 

NOTE 8 – GOING CONCERN

 

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

 

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

 

 

 

 NOTE 9 – SUBSEQUENT EVENTS

 

From October 1, 2015 to April 27, 2018:

 

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

 

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

 

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

 

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

 

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

 

  · K. Gotshalk - $210,000

 

  · Clinton Hall, LLC - $196,800

 

  · Richard Maher - $25,000

 

  · Plaintiff’s Attorneys Fees - $67,846.89

 

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

 

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

 

F-12

 

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

 

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

 

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

 

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

 

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

 

Convertible Debt – See Financials

 

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

 

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

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

 

  · K. Gotshalk - $210,000

 

  · Clinton Hall, LLC - $196,800

 

  · Richard Maher - $25,000

 

  · Plaintiffs Attorney’s Fees - $67,846.89

No other pending legal proceedings.

 

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

 

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

 

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

F-13

 

 

 

 ITEM 2

 

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

 

Note Regarding Forward-Looking Statements

 

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

 

  · our future operating results,

 

  · our business prospects,

 

  · our contractual arrangements and relationships with third parties,

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Operations

 

 

Liquidity

-3

 

 

Recent Accounting Pronouncements

 

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

Off-Balance Sheet Arrangements

 

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

 

ITEM 3

 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4

 

CONTROLS AND PROCEDURES

 

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

 

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

 

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

 

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

 

-4

 

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

 

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

 

The Company’s management, including the Company’s CEO/CFO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

 

-5

 

PART II

 

Item 1. Legal Proceedings

 

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

 

  · K. Gotshalk - $210,000

 

  · Clinton Hall, LLC - $196,800

 

  · Richard Maher - $25,000

 

  · Plaintiffs Attorney’s Fees - $67,846.89

 

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

 

No other pending legal proceedings.

 

Item 1A. Risk Factors

 

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

 

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

-6

 

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

(a) Evaluation of Disclosure Controls and Procedures.

 

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

 

(b) Changes in Internal Control over Financial Reporting.

 

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

 

PART II - OTHER INFORMATION

 

 Item 1. Legal Proceedings

 

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

 

  · K. Gotshalk - $210,000

 

  · Clinton Hall, LLC - $196,800

 

  · Richard Maher - $25,000

 

  · Plaintiffs Attorney’s Fees - $67,846.89

 

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

 

No other pending legal proceedings.

 

-7

 

Item 1A. Risk Factors

 

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

 

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

-8

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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

 

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

 

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

 

REMAINDER TO COME

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

N/A

 

 

Item 5. Other Information

 

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

-9

 

 

 

Item 6. Exhibits.

 

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

 

* Filed Herewith.

-10

 

 

 

SIGNATURES

 

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

 

 

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

 

-11