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" and "continue," or similar words.

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. 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 Quarterly Report on Form 10-Q.

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





Overview

Fresh Harvest previously operated as a natural and organic food products company before management decided to transition the Company's line of business to capitalize on its relationships within the rapidly growing software as a service (SaaS), enterprise software and mobile application markets. The Company is engaged in the software and mobile application development and video production businesses.

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

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 has no liquid cash and other liquid assets on hand as of January 31, 2013, and this is not sufficient to fund operations 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 unaudited consolidated financial statements contained in this Quarterly Report on Form 10-Q has 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.






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Results of Operations for the Three Months Ended January 31, 2013 and January 31, 2012

Financial Information from Comparative Fiscal Year Periods

For the quarter ended January 31, 2013, we recorded gross revenues of $0 versus $0, for the quarter ended January 31, 2012. The Company believes that this is due to the Company's selling its revenue generating business in Q4 2012 and subsequently shifting its business model.

For the quarter ended January 31, 2013, gross profit was $0 versus $0 over the quarter ended January 31, 2012. The Company believes that this is due to the Company's selling its revenue generating business in Q4 2012 and subsequently shifting its business model.

For the quarter ended January 31, 2013, operating expenses decreased to $108,439 from $354,314 or $245,875, 69.39% over the quarter ended January 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 and general and administrative expenses.

For the quarter ended January 31, 2013, interest expense on our convertible notes payable increased to $27,302 from $21,221 or 28.66% over the quarter ended January 31, 2012. This increase is primarily due to an increase in derivative liabilities during the quarter ended January 31, 2012.

For the quarter ended January 31, 2013, we realized a net loss of $197,438 as compared to a net loss of $391,607 for the quarter ended January 31, 2012. The decrease of $194,169 was primarily due to a decrease in general and administrative expenses, legal and professional and sales and marketing expenses.

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.

As of January 31, 2013, we had current assets of $0. We had fixed assets with a net book value of $0 and we had total liabilities of $2,297,455.

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

If we are unable to raise the required financing, we may have to cease operations. We currently have no history operating as a software company. This will continue until we have established a satisfactory operating history. We cannot estimate, with any certainty, how long this may take, or if it will occur at all. Our inability to build an operating history could have a significant impact upon our liquidity. Similarly, if and when we hire additional personnel, including management and sales personnel, the cost related to such hiring will have a significant impact on our liquidity and deployment of funds.

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






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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.





Critical Accounting Estimates

Our interim unaudited consolidated financial statements as of January 31, 2013 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 Note No. 3 to our consolidated financial statements.

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

Inflation

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

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