Independent Certification

We rely on independent certification, such as certifications of our products as “organic” or “kosher,” to differentiate our products in natural and specialty food categories. The loss of any independent certifications could adversely affect our market position as a natural and specialty 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. We utilize organizations such as Quality Assurance International (QAI) and Oregon Tilth to certify our products as organic under the guidelines established by the USDA. Similarly, we utilize appropriate kosher supervision organizations, such as The Union of Orthodox Jewish Congregations, The Organized Kashruth Laboratories, “KOF-K” Kosher Supervision, Kosher Overseers Associated of America and Upper Midwest Kashruth.

Trademarks and Trade Names

We believe that brand awareness is a significant component in a consumer’s decision to purchase one product over another in the highly competitive food and beverage industry. Our trademarks and brand names for the product lines referred to herein are registered in the United States and we intend to keep these filings current and seek protection for new trademarks to the extent consistent with business needs.   We also may, if we deem it appropriate, copyright any our copyrightable artwork and package designs. We own the trademarks for our principal products, including Artisan Café, Fresh Harvest and Wings of Nature.

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Employees

Currently, our only employees are our two executive officers (whose employment is governed by employment agreements; see the section entitled “Executive Compensation-Employees and Employment Agreements”, above), one full time sales associate and our two administrative (non-executive) officers. Of these five individuals, three are employed on a full-time basis; we anticipate retaining additional sales and marketing (as employees or consultants) and clerical personnel within the next 12 months, if and when our financial resources permit.

RISK FACTORS

An investment in a development stage company with a limited history of operations such as ours involves an unusually high amount of risk, both unknown and known, and present and potential, including, but not limited to the risks enumerated below.

Risks Associated With Our Company:

We are a development stage company and may not be able to continue as a going concern and may not be able to raise additional financing.

We are a development stage company and our ability to continue as a going concern and to emerge from the development stage is dependent on continued financial support from our shareholders, raising additional capital to fund future operations and ultimately to attain profitable operations.

We have a working capital deficiency and have accumulated losses since inception. These factors raise substantial doubt about our ability to continue as a going concern. To date, there have been only nominal revenues ($177,567) since inception. In a development stage company, management devotes most of its activities to developing a market for its products and services. These consolidated financial statements have been prepared on a going concern basis, which implies that we will continue to realize assets and discharge liabilities in the normal course of business. We have not generated significant revenue and have never paid any dividends. Nor are we likely to pay dividends or generate significant earnings in the immediate or foreseeable future. Furthermore, we cannot guarantee that we will be able to raise any equity financing or generate profitable operations. Our accumulated losses since inception through October 31, 2006 are $1,273,875. These factors raise substantial doubt regarding our ability to continue as a going concern.

This “going concern” note to our financial statements may make it more difficult for us to raise additional equity or debt financing needed to run our business and is not viewed favorably by analysts or investors. We urge potential investors to review our financial statements contained in this Report.

We lack an operating history and have losses that, we expect to continue into the future. If our losses continue, we may have to suspend operations or cease operations.

We have had no operating history upon which an evaluation of our future success or failure can be made. Since inception on November 26, 2003 through October 31, 2006, our cumulative net loss is $1,273,875, and we have had revenues of only $177,567 since that time.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to generate revenues from our planned business operations and to reduce development costs. Without the generation of any revenues or any capital being raised in an equity or debt financing, we will likely have to suspend or cease the initiation of our business plan.

Based upon current plans, we expect to incur $25,000 per month in operating losses in the next 12 to 18 months. This will happen because there are expenses associated with the development and implementation of our business plan. We cannot guaranty that we will be successful in generating revenues in the future or that we will be able to raise any working capital (through debt and/or equity financing) for operating funds in any other manner. Failure to generate revenues or raise any financing may cause us to go out of business.

We are relatively new to the organic food marketplace with a limited history of operations and, as a result, our ability to operate and compete effectively may be inhibited by our inexperience and lack of brand recognition.

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In deciding whether to purchase shares of our common stock, and the likelihood of our success, you should consider that we are relatively new to the organic food marketplace and have a limited operating history upon which to judge our current operations. As a result, it is difficult to fairly assess our future operating performance or our future financial results or condition by comparing our limited operating history against our past or present equivalents.

Also, the development, management and marketing of organic health and wellness oriented consumer food products is characterized by rapid changes, including frequent introductions of new products, services, and industry standards. Our future success will depend on our continued ability to adapt to these changes and continually improving our products and services, as well as, the development and maintenance of the organizational infrastructure necessary to support our proposed business. Our future success will also depend in large part on our continued ability to develop and enhance our products and services. There is the risk that we will not be able to effectively adapt to the continual industry changes. Also, if we are unable to develop and introduce enhanced or new products and services quickly enough to respond to market or industry requirements or to comply with emerging industry standards, or if our products and services do not achieve market acceptance, we may not be able to compete effectively.

We do not have sufficient funds to complete our proposed plan of operation without equity or debt financing and as a result may have to suspend or cease operations, if we are unable to obtain such financing on reasonable terms, or at all.

Each of the phases of our plan of operation is limited and restricted by the amount of working capital that we have and are able to raise from financings and generate from business operations. Currently, we do not have sufficient funds to initiate or complete each phase of our proposed plan of operation. As a result, without additional financing, we may have to suspend or cease our operations.

As of October 31, 2006, we had current assets of $264,379 comprised of only $921 in cash, $115,757 in accounts receivable and $147,701 in inventory. Until we are able to generate any consistent and significant revenue we will be required to raise additional funds by way of equity or debt financing to finance its operations. At any phase of our plan of operation, if we find that we do not have adequate funds to complete a phase, we may have to suspend our operations and attempt to raise more money so we can proceed with our business operations. If we cannot raise the capital to proceed, we may have to suspend operations until we have sufficient capital.

We currently estimate that we will need to raise additional capital of approximately $1,000,000 to proceed with and implement  our plan of operation over the next 12 months and will be relying on the proceeds to be raised in this equity offerings for most, if not all, of the required capital. In the event that we do not raise at least that amount, we will need additional funds to complete our proposed plan of operations. We cannot provide any assurance that we will be successful in obtaining additional funds, either through the issuance of equity or loans on terms that are acceptable to us.

We will also require additional financing if the costs of the proposed phases of the plan of operation are greater than anticipated. Furthermore, we will require additional financing to sustain our business operations if we are not successful in earning revenues from our business operations. We can provide no assurance to investors that we will be able to find additional financing if required. Any sale of additional shares will result in dilution to existing shareholders, which may, as a result, depress our stock price, if a trading market in our common stock develops.

Failure to successfully compete in the organic retail packaged food industry with established distributors, wholesalers and retailers will make it likely that we will not have sufficient revenues to succeed with our planned business operations.

The retail food packaged goods industry is experiencing rapid growth and expansion in all areas of natural and organic food product offerings to consumers. It is intensely competitive and is expected to become even more competitive in the near future - worldwide.  We will be competing with a number of companies which have considerably greater financial, personnel, marketing, and technical and operating resources.  Consequently, such competitors may be in a better position than us to take advantage of market needs, acquisitions and other opportunities, and devote greater resources to the marketing and sale of their products and services.

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Many of our current competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. Some of these well established competitors include: Dean Foods Company, General Mills, Inc., Nestle S.A., Kraft Foods Inc., Groupe Danone, Kellogg Company, PepsiCo, Inc. and Sara Lee Corporation. Some of our competitors may be able to secure merchandise from suppliers on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing or inventory availability policies, and devote substantially more resources to their product acquisition and marketing activities than we do. Increased competition may result in reduced operating margins, loss of market share and a diminished brand franchise. These competitors may be able to benefit from economies of scale, pricing advantages or the introduction of new products that may compete with our products. Retailers also market competitive products under their own private labels.  We cannot assure you that we will be able to compete successfully against current and future competitors.

To meet such competition, we will attempt to employ qualified personnel, provide high quality products and services, and attempt to maintain a lower cost of production than our competitors. We also believe that our ability to compete successfully will depend on such factors as marketing presence; our marketing abilities; the pricing policies of our competitors; the timing of our introductions of new products and services; our ability to keep costs down; our ability to adapt to changing market conditions; and industry and general economic trends.  We cannot provide potential investors any certainty that we will be able to locate or retain such personnel, keep costs down or provide such competitive products and services on terms favorable to us.

If we are unable to develop and introduce enhanced or new products or services quickly enough to respond to market requirements or to comply with emerging industry standards, or if our products or services do not achieve market acceptance, we may not be able to compete effectively. Competitive pressures created by any one of our competitors could inhibit our ability to generate sufficient sales to be profitable. Accordingly, we may not be able to continue with our business operations.

Both of our officers and directors will devote their full time to the affairs of our company, but they all also have other business interests. Accordingly, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Both our president and chairman of the board, Michael J. Freidman, and other Executive, Dominick Cingari, will both devote their full business time to our affairs although they are both involved in other business activities.  Accordingly, each will devote an amount of their time that they feels is necessary for our success and is not consumed by other commitments. This time may not be sufficient for us to be successful. This will slow our operations and may reduce our chance to be successful and as a result, we may not be able to continue with our business operations.

Since our management lacks any formal training or experience in operating an organic food business, we may have to hire or retain qualified personnel, including independent consultants. If we are unable to hire or retain any qualified personnel, we may have to suspend or cease operations, which will result in the loss of your investment.

The experience of the members of our management is primarily limited to each’s respective field of expertise and not to the organic food business and likely will not be applicable to the marketing of a product area that we have chosen to enter. Because of this limited experience, we may be forced to hire or retain qualified management, employees or consultants to perform administrative, sales or marketing roles related to our business.

In addition, since our management team has limited or no direct training or experience in these areas, the management team may not be fully aware of all of the specific requirements related to working within this industry. Accordingly, management’s decisions and choices may not take into account standard managerial approaches organic food companies may commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry. As a result, we may have to suspend or cease operations that will result in the loss of your investment.

Competition for qualified personnel is intense and we may not be able to hire or retain qualified personnel, which could also have a negative impact on our business.

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We will be dependent upon third parties and certain strategic relationships, including the manufacturers of the products we intend to sell. If we are unable to secure and/or maintain such arrangements, we will not be able to implement our business and marketing plan, and likely not be successful in achieving the revenues we need to be successful.

We will be dependent on our relationships with certain manufacturers, food retailers, food brokers, distributors, joint venture partners and strategic alliance partners.  We do not have long term contracts or arrangements with any supplier of products; therefore there is no assurance of availability of inventory. Our business is also generally dependent upon our ability to obtain the services of marketing, public relations and advertising experts.  Our failure to obtain the services of any person or entity upon which we are dependent, or the inability to replace such relationship, if lost,  or if our suppliers were to stop supplying us products on acceptable terms or at all, would make it difficult to have an adequate supply of our products, reduce our sales, if any... This would be especially true if we were not able to acquire products from other suppliers in a timely manner and on acceptable terms.  In addition, we will have a particular dependence on the telephone, the Internet and the integration of these two mediums into our information management system. Any disruption on the flow of information and data to this system will significantly impact service to customers and therefore financial performance. Because we do not manufacture the products we plan to sell and distribute, we cannot assure our potential investors that any or all of the products we will sell meet all federal regulatory requirements pertinent to maintaining the organic label promoted to consumers.

Our business exposes us to potential product liability claims, and we may incur substantial expenses if we are subject to such liability claims or litigation; this can result in costly losses to us,  especially since we do not maintain liability insurance coverage.

Food products involve an inherent risk of product liability claims and associated adverse publicity. We may be held liable if any product we sell causes injury or is otherwise found unsuitable. Currently, we do carry product liability insurance and general business coverage. A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs. These costs would have the effect of increasing our expenses and diverting management’s attention away from the operation of our business, and could harm our business.

An inability to use our trademark and/or our trade names could prevent us from successfully building brand recognition.

We believe that brand awareness is a significant component in a consumer’s decision to purchase one product over another in the highly competitive food, beverage and personal care industry. We have a trade name associated with our business, the term “Wings of Nature™”, and twotrademarks, the Wings of Nature™ symbol and name. There can be no assurance that we will be able to protect out trademark and trade names, or that third parties will not challenge our right to use one or more of our trademarks or trade names. Our failure to sell products under established brand names could our sales potential and our ability to be profitable. Trademarks and trade names can be significant to the marketing and sale of our products.  Our inability to utilize certain of these names could certainly reduce the sales potential of our products and our ability to become profitable.

Risks Associated With Our Industry:

Consumer preferences are difficult to predict and may change. If we are incorrect in our strategies and predictions along this line, we will incur significant wasted expense and our business plan may fail.

A significant shift in consumer demand away from our products, if one develops, or organic or health food products, in general, or our failure to maintain a market position, if one develops,  could reduce our sales or any brand recognition that we may develop, which could harm our business. While we plan on to diversify our product offerings, we cannot be certain that there will be a demand for our products, or if one develops, if it will continue in the future.

Our business will be primarily focused on sales of natural and organic products in markets geared to consumers of natural foods, specialty beverages, non-dairy beverages, cereals, breakfast bars, canned soups and vegetables, snacks

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and cooking oils, which, if consumer demand for such categories were to decrease, could harm our business. Consumer trends change based on a number of possible factors, including:

·

Nutritional values, such as a change in preference from fat free to reduced fat to no reduction in fat, to complex only,  low or no carbohydrates; and

·

A shift in preference from organic to non-organic and from natural products to non-natural products.

Some of our products or their ingredients will be subject to import risk such as embargoes, and our efforts to overcome or reduce these risks will be costly.  

We will be making some of our product purchases or their ingredients from foreign and domestic manufacturers, importers and growers, with the majority of those purchases occurring outside of the United States.  We anticipate that many of the ingredients are presently grown in countries where labor-intensive cultivation is possible, and where we will often have to educate the growers about product standards. We will have to perform laboratory analysis on incoming ingredient shipments for the purpose of assuring that they meet our quality standards and those of the Food and Drug Administration (the “FDA”) and the United States Department of Agriculture (“USDA”).

Our ability to ensure a continuing supply of ingredients at competitive prices depends on many factors beyond our control, such as foreign political situations, embargoes, changes in national and world economic conditions, currency fluctuations, forecasting adequate need of seasonal raw material ingredients and unfavorable climatic conditions. We intend to take steps intended to lessen the risk of an interruption of supplies, including identification of alternative sources and maintenance of appropriate inventory levels. Our failure to maintain relationships with suppliers or find new suppliers, observe production standards for our foreign procured products or continue a supply of products or ingredients from foreign sources could harm our business.

Having international operations exposes us to certain risks such as political instability, foreign currency exchange losses and terrorism.  This may result in an increase in our costs to purchase inventory and thus reduce our profit margin, if any.  

Operating in international markets involves exposure to movements in currency exchange rates, which are volatile at times. The economic impact of currency exchange rate movements is complex because such changes are often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. Consequently, isolating the effect of changes in currency does not incorporate these other important economic factors. These changes, if significant, could cause us to adjust our financing and operating strategies. If they are necessary, we cannot assure our investors that we can make such adjustments successfully. We expect that international operations will compose approximately 15% of our operations.

Our non-U.S. operations will be subject to risks inherent in conducting business abroad, many of which are outside our control, including:

·

Periodic economic downturns and unstable political environments;

·

Price and currency exchange controls;

·

Fluctuations in the relative values of currencies;

·

Unexpected changes in trading policies, regulatory requirements, tariffs and other barriers;

·

Compliance with applicable foreign laws; and

·

Difficulties in managing our non-U.S. operations, including staffing, collecting accounts receivable and managing distributors.

Our products must comply with government regulation which can be very costly and decrease our ability to have profitable operations.

The USDA has adopted regulations with respect to a national organic labeling and certification program which became effective February 20, 2001, and fully implemented on October 21, 2002. We currently plan to manufacture, produce, market or distribute approximately 30 organic products which are covered by these regulations. Future developments in

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the regulation of labeling of organic foods could require us to modify the labeling of our products, which could reduce future sales of our products and thus harm our business.

In addition, on January 18, 2001, the FDA proposed new policy guidelines regarding the labeling of genetically engineered foods. The FDA is currently considering the comments it received before issuing final guidance. These guidelines, if adopted, could require us to modify the labeling of our products, which could reduce  the sales of our products and thus harm our business.

The FDA published the final rule amending the Nutritional Labeling regulations to require declaration of “Trans Fatty Acids” in the nutritional label of conventional foods and dietary supplements on July 11, 2003. The final rule was effective on January 1, 2006. Additionally, an allergen labeling law was passed and signed on August 3, 2004. This law requires certain allergens to be clearly labeled by January 1, 2006. Additionally, Canada has adopted new food labeling regulations that were implemented by December 12, 2005, which require a Nutritional Facts panel to be on most food packages. Many of our products will have to comply with these recent changes, including all of our products that may be sold into Canada. Any change in labeling requirements for our products may lead to an increase in packaging costs or interruptions or delays in packaging deliveries.

Furthermore, new government laws and regulations may be introduced in the future that could result in additional compliance costs, seizures, confiscations, recalls or monetary fines, any of which could prevent or inhibit the development, distribution and sale of our products. In addition, we will be subject of foreign countries where we may produce, process, package or market our products.  If we fail to comply with any applicable laws and regulations, we may be subject to civil remedies, including fines, injunctions, recalls or seizures, as well as potential criminal sanctions, any or all of which can increase our operating costs and reduce our profitability, if any.

Product recalls are common in the food industry. Such recalls could increase our operating expenses significantly.

Manufacturers and distributors of products in our industry are sometimes subject to the recall of their products for a variety of reasons, including product defects, such as ingredient contamination, packaging safety and inadequate labeling disclosure. If any of our products are recalled due to a product defect or for any other reason, we could be required to incur the expense of the recall or the expense of any resulting legal proceeding. Additionally, if one of our significant brands were subject to recall, the public image of that brand and of our business could be significantly harmed.

We will rely on independent certification for a number of our natural and organic food products. If we cannot obtain and/or maintain such certifications, our sales, if any, will be greatly reduced.  

We will rely on independent certification, such as certifications of our products as “organic” or “kosher” to differentiate our products from others. The loss of any independent certifications could lower or possibly destroy our market position as a natural and organic food company, if one is achieved.

We will have to comply with the requirements of independent organizations or certification authorities in order to label our products as certified. For example, we could lose an “organic” certification if a manufacturing plant became 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. Similarly, we could lose our “kosher” certification if any part of the process involving our kosher chickens does not meet the requirements of the appropriate kosher supervision organization

Due to the seasonality of many of our products and other factors, our operating results are subject to quarterly fluctuations which will inhibit our ability to budget and plan ahead.

Some our products’ potential sales may be affected by seasonality and, as a result, our quarterly results of operations may fluctuate. The seasonal trends may result from increased demand for some of our products such as baking and cereal products and soups during the cooler months while our snack food product lines may be stronger in the warmer months.

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In addition, quarterly fluctuations in our future sales volume and operating results may be 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 the aforementioned 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 may not be able to rely on our quarterly operating results as indications of future performance.

Our growth, if any, is dependent on our ability to introduce new products and improve existing products. If we fail to do so, we will likely not be able to compete in this highly competitive industry.

Our intended growth depends in large part on our ability to generate and implement improvements to our existing products and to introduce new products to consumers. The innovation and product improvements are affected by the level of funding that can be made available, our success or failure to develop and test new product prototypes, and the success of our management in rolling out any resulting improvements in a timely manner. If we are unsuccessful in implementing product improvements that satisfy the demands of consumers, our business could be harmed.

Risks Associated With Our Common Stock:

No public trading market may develop for our common stock and as a result you may not be able to resell your stock.

There is currently no public market for the shares of our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you want to resell your shares, you will have to locate a buyer and negotiate your own sale. There can be no assurance that a liquid public market on a stock exchange or quotation system will develop, or be sustained. The lack of a liquid public market will reduce your ability to divest any or all of your investment in our company.

If and when our shares of common stock are approved for trading, any sale of a significant amount of our shares of common stock into the public market may depress the trading our stock price, if one develops.

As of January 26, 2007, our executive officers, directors and current principal shareholders own 14,034, 117 shares of our common stock, which represents 87.63% of the 16,014,475 issued and outstanding shares of our common stock. All of these shares are restricted from trading and have not been registered for resale. Currently, there are no outstanding shares of our common stock of that are freely tradable. They are, however, all subject to be sold under the provisions of Rule 144 except for 544,075 shares that are blank check shares (see Item 5. “Market for Common Equity, Related Stockholder Matters-Future Sales by Existing Stockholders ”, below).

If our shares of common stock are approved for trading, our officers and directors and certain principal shareholders mentioned above may sell in the future, large amounts of common stock into the public market over relatively short periods of time subject to Rule 144. Any sale of a substantial amount of our common stock in the public market by the aforementioned officers, directors or principal shareholders, or the Selling Shareholders may depress the trading price of our common stock, if one develops. Furthermore, if such sales are made by our officers and directors, in particular, it could create a public perception of difficulties or problems with our business and may have an even more depressing effect on the stock price.

Because our officers, directors and current principal shareholders will own more than 50% of the outstanding shares, they will be able to decide who will be elected to the board of directors and you may not be able to elect any board member, which may lead to the entrenchment of management, and will also be able to impede or effect a change of control or a sale of assets.

Our executive officers, directors and principal shareholders currently own approximately 14,034,117 shares of our common stock, which represents approximately 87.63% of the 16,014,475 issued and outstanding shares of our common stock. Accordingly, since our certificate of incorporation or by-laws do not provide for cumulative voting in connection with election of our board of directors, these shareholders may be able to control the election of our board of directors

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indefinitely. Accordingly, minority shareholders would not have representation on the board and not have any say in the management of our company, effect a change of control or a sale of assets.  

We do not expect to pay dividends in the foreseeable future.

We have never paid cash dividends on our shares of common stock and have no plans to do so in the foreseeable future. We intend to retain earnings, if any, to develop and expand its business operations.

“Penny Stock” rules may make buying or selling our shares of common stock difficult, and severely limit the market and liquidity of the shares of common stock.

Trading in our shares of common stock is subject to certain regulations adopted by the SEC commonly known as the “Penny Stock” rules. If and when our shares of common stock are quoted for trading, it is likely that the shares will trigger and be subject to the “penny stock” rules. These rules govern how broker-dealers can deal with their clients and “penny stocks”. The additional burdens imposed upon broker-dealers by the “penny stock” rules may discourage broker-dealers from effecting transactions in our securities, which, in turn, could severely limit their market price and liquidity of our securities. See “Penny Stock Rules” under “Item 5.  Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchasers of Equity Securities”, below, for more details. The penny stock markets have suffered in recent years from fraud and abuse arising from one or a few broker dealers controlling the market for a security, high pressure sales tactics used by boiler room practices, manipulation of prices through pre-arranged transactions followed by a large volume sale by broker dealers, misleading information be disseminated, and excessive mark-ups and undisclosed bid-ask differentials by selling broker dealers.

The trading price of our common stock, if a public trading market develops, may be volatile.

We have applied to have our common stock approved for trading on the over the counter bulletin board. If and when this occurs, the public trading price of our shares, if one develops in the future, may be subject to wide fluctuations. The trading price may be affected by a number of factors including the risk factors set forth in this Report as well as our operating results, financial condition, announcements regarding new products, or distribution or supply arrangements, sales or financial results by us or our competitors, general conditions in the market place and other events or factors. In recent years, broad stock market indices, in general, and the securities of companies in our industry, in particular, have experienced substantial price fluctuations. Such broad market fluctuations may adversely affect the future trading price of our common stock.

NASD sales practice requirements may also limit a stockholder's ability to buy and sell our stock .

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission (see above for discussions of penny stock rules), the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Shares Eligible for Sale Could Depress the Market for Common Stock

Of our issued and outstanding shares of common stock, almost all of those shares are “restricted securities”. In general, Rule 144 of the Securities Act of 1933, as amended, a person, is entitled to sell restricted shares into the public market if at least one year has passed since the purchase of such shares from the issuer of an affiliate of an issuer, subject to the satisfaction of certain other conditions. A significant number of the “restricted” shares of our common stock outstanding were purchased more than one year ago. Accordingly, those shares are eligible for sale into the public market. Sales of substantial amounts of those restricted shares, or even the perception that such sales could occur, could adversely affect

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prevailing market prices of our common stock, and could impair our ability to raise capital through an offering of our equity securities.

PLEASE READ THIS FORM 10KSB CAREFULLY. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED HEREIN AND ON THE OTHER REPORTS AND OUR FORM 10SB, AS AMENDED, THAT WE HAVE FILIED WITH THE SECURITIES AND EXCHANGE COMMISSION. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

ITEM 2. DESCRIPTION OF PROPERTY

We maintain our corporate offices at 280 Madison Avenue, Suite 1005, New York, New York 10016.  The phone number of that office is (212) 889-5904.  An officer and director provides us with this office space at no charge. We do not currently maintain any other office facilities, and do not anticipate the need for maintaining any additional office facilities at any time in the foreseeable future. The only assets that we own are our trademark and our tradenames (to which we have not attributed any value on our balance sheet) and office furniture, fixtures and equipment such  as our 5-foot bulk coffee sections, coffee grinders, wire racks and the Company 2003 Chevrolet Venture van. 

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.

No director, officer or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of our securities or any associate of any such Director, Officer or security holder is a party adverse to the Company or has a material interest adverse to us in reference to pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

On December 29, 2005 the Company’s then sole shareholder (the holder of all 100,000 of our shares of common stock then issued and outstanding) voted all of his shares to authorize the Company to amend its certificate of incorporation to change its name from Serino, 1 Corp. to Fresh Harvest Products, Inc. Said amendment is referred to herein in Exhibit 3.1c.  

PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASERS OF EQUITY SECURITIES

Market Information

Our shares of common stock are not quoted or listed for trading on any exchange or quotation service. A broker-dealer has submitted an application on our behalf to the National Association of Securities to seek approval to have our common stock traded on the Over the Counter Bulletin Board. There can be no assurance that such approval will be granted, or if granted, if a trading market for our common stock will be developed or maintained.

We have 73 registered holders of shares of common stock. Currently, there are no shares of preferred stock issued.

Future Sales by Existing Stockholders

As of January 26, 2007, a total of 16,014,475 shares of our common stock were issued and outstanding. 544,075 of those shares are considered “blank check” shares. Blank Check shares are the shares issued by the Company while it was still a “public shell”. Those shares cannot be sold publicly unless they are covered by a registration statement filed under the Securities Act of 1933, as amended. The remaining shares 15,470,400 of our common stock (i.e. the non-blank check shares) are “restricted” as that term is described below. 13,629,585 of these restricted shares are held by affiliates of the Company (officers, directors and/or 10% or more shareholders), and 1,840,815 are held by non-

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affiliates.  “Restricted” shares cannot be publicly trading unless permitted under the provisions of Rule 144 of the Securities Act. Specifically, under Rule 144, restricted shares held by affiliates and non-affiliates can be publicly sold, subject to volume restrictions (for shares sold in a 90 day period, up to either 1% of the total number of shares then outstanding or the average volume of the four weeks preceding the sale) and restrictions on the manner of sale (through a brokered transaction only), commencing one year after their acquisition.  As of February 1, 2007, 9,605,187 of our common shares will have been held for one year; as of February 6, 2007, 4,214,160 shares will have been held for one year, as of February 16, 2007, 335,085 shares will have been held for one year; and, as of April 3, 2007, 468,333 shares will have been held for one year. By January 19, 2008, the remaining 847,635 restricted shares will have been held for at least one (but less then two) years.  After owning the shares for two years non-affiliates (only), can sell their shares pursuant to Rule 144(k), i. e. without volume or manner of sale restrictions.

In addition, as of January 26, 2007, we had issued convertible promissory notes to 10 individuals who lent money to the Company. One of those individuals has been repaid in full. Although, we have no assurance that any of these notes will be converted into common stock, these notes, if they all were converted by the holders, can be converted into a maximum of 273,562 shares of common stock which would be immediately eligible to be sold publicly under Rule 144.  One individual lender can convert at a discount to a publicly trading market price, and at this time we can not determine the number of shares at which he can convert his loan to. Under Rule 144, if a convertible promissory note is converted into common stock, the shareholder’s holding period reverts to the date that the original note was issued.

The sale a significant amount of any of the aforementioned shares under Rule 144 could have a depressive effect on the public market price of our common stock, if one develops.

Penny Stock Rules

Trading in our securities, if it develops, is subject to the “Penny Stock” rules. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $2.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors, must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchaser’s written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer.

The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities.

The penny stock markets have suffered in recent years from fraud and abuse arising from one or a few broker dealers controlling the market for a security, high pressure sales tactics used by boiler room practices, manipulation of prices through pre-arranged transactions followed by a large volume sale by broker dealers, misleading information be disseminated, and excessive mark-ups and undisclosed bid-ask differentials by selling broker dealers.

Dividends

We have not paid any cash dividend to date, and we have no intention of paying 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 certain limitations imposed under the New Jersey Business Corporation 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.

Sales of Unregistered Securities

During the year ended October 31, 2006, we sold unregistered securities. Those sales have been previously reported in our Current Reports on Form 8K and/or our Quarterly Reports on form 10QSB that we have filed with the Securities

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and Exchange Commission.  In addition, we have issued convertible promissory notes during the year ended October 31, 2006; See “Item 12. Certain Relationships and Related Transactions, and Director Independence”, below.

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the Report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Overview

We are a start-up, development stage company and have generated only nominal revenues from our organic food business operations since inception on November 26, 2003 through October 31, 2006 ($177,567) and we have not raised any funds since our inception, except for capital contributions of $68,803 from Michael Jordan Friedman, $123,969 from the sale of common stock between November 2005 through October 2006, to 11 investors, and convertible loans totaling $248,000 from eight individuals. The convertible loans notes provide for conversion of principal and interest into shares of common stock at the rate of $.50 per share. The interest rate on the loans is 10% per annum. The convertible loan term for each is from 18 months to 24 months, depending on the Agreement. The name of each lender, the issue date, the maturity date and principal amount of each loan are as follows:

Issue

Maturity

Principal

Lender

Date     

Date        

Amount      

Sarah Dumbrille

5/26/05

11/26/06

$  20,000

Linda Willis

  6/8/05

  12/8/06

$  10,000

Richard Charles Philip Dumbrille

7/20/05

  1/20/07

$  10,000

Joseph Cingari

10/1/05

    4/1/07

$  15,000

Salvatore Cingari

10/1/05

    4/1/07

$  30,000

Thomas Cingari

10/1/05

    4/1/07

$  15,000

Barry Moskowitz

  3/8/06

    9/8/07

$  35,000

Hendrik Freund

9/19/06

  9/19/08

$100,000

Sarah Dumbrille has verbally extended her loan and has expressed her intent to convert her loan to shares in the near future.  Linda Willis’ loan was repaid in full on December 12, 2006.

Arthur Friedman, the father of the Company’s President and CEO, has made advances to Fresh Harvest $213,821.00 in fiscal 2006.  Illuminate has made advances of $13,000 to Fresh Harvest. Such advances do not have written terms and are not convertible.  We do not expect repayment to be required within the foreseeable future.

We were formed in New Jersey as a blank check company on April 21, 2005, under the name Serino 1, Corp. with no operations, assets or purpose other than purpose of seeking a privately held operating company as an acquisition or merger candidate. On December 16, 2005, we acquired Fresh Harvest Products, Inc., a New York corporation, a development stage company in the organic food business, and absorbed its operations into our business. As a result of the acquisition, we are no longer a blank check company, and the controlling shareholders of the acquired company became the controlling shareholders of our company. The acquisition was considered a reverse acquisition for accounting and financial reporting purposes. The consolidated financial statements that are a part of this Report include the accounts of our company since the acquisition (December 16, 2005) and the historical accounts of Fresh Harvest Products, Inc. the New York corporation since the date of its inception, November 26, 2003. All significant intercompany balances and transfers have been eliminated in consolidation.

After the acquisition, our business plan is to market and distribute (both domestic and imported) a line of organic food products. We intend our focus to be on the finding quality organic and artisan food products throughout the world.  We

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plan that our Fresh Harvest branded organic food products will be produced by artisan farms, co-ops and families who have historically grown organic products.  We initially plan to offer products that include: olive oils from Italy and Spain; coffee from South America, USA and Africa and Fresh Harvest Health Bars that have no sugar added, are cholesterol free, trans fat free, low in sodium and gluten free. Our goal is to bring healthy, great tasting organic food products at affordable prices to the mass markets.  All packaging has been previously designed and approved. We also plan to market and distribute a line of Fresh Harvest Health Bars once that product can be produced. We are now selling the product line to select supermarkets chains in the eastern part of the United States. We have one trade name (Wings of Nature™).

As a development stage company, our primary efforts have been devoted to developing our line of organic food products and raising capital. 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.  As of October 31, 2006, the Company had current assets of $264,379, comprised of cash ($921), and accounts receivable ($115,757) and inventory ($147,701).  Management believes that cash on hand as of October 31, 2006 are 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 as well as enter into factoring arrangements using our receivables to finance our operations. In addition, we will attempt to raise funds through the sale of equity. 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.

In this regard, on January 2, 2007, we entered into a two year factoring arrangement with Platinum Funding Services LLC. As of February 1, 2007, in conjunction with this arrangement, Platinum had opened a Letter of Credit on behalf of the Company in the amount of CAD$140,294.64 (approximately US$121,300) for the benefit of the Company’s third party manufacturer. Platinum has agreed to provide, at any one time, up to US$150,000 through letter of credit financing for the transactions contemplated by the subject agreements. For detailed information, see our Current Report on Form 8K filed with the SEC on February 1, 2007 including the exhibits thereto, all of which are incorporated by reference herein. They are also referred to herein as Exhibits 10.13 – 10.18, and 99.2.

Our financial statements contained in this Report 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. Our financial statements indicate that we incurred net losses for the period from inception of November 26, 2003 to October 31, 2006 of $1,273,875.

Our auditors have provided an explanatory note in our financial statements that indicates that we are a development stage company and our ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to implement our business plan and pay our bills. This is because we have not generated any significant revenues and no earnings are anticipated until our business operations become profitable. The auditors’ note indicates that the their financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  The explanatory paragraph further states that we have no current source of revenue, nor operations, and that without realization of additional capital, it would be unlikely for the Company to continue as a going concern.

During the next 12 months, we have no material commitments for capital including but not limited to the purchase or sale of a plant or significant equipment. In addition, we do not expect to incur research and development costs within the next 12 months or have any significant changes in the number of our employees.

Plan of Operation for the Next Twelve Months

Our plan of operation for the twelve months following the date of this Report is to continue to develop and expand our business operations to have sustainable cash flow. The process may include, but not exclusively, activities such as:

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·

Capitalization, including obtaining financing through equity and/or debt financing.  Currently, we do not have sufficient financial resources to implement or complete our business plan.  We anticipate that we will need a minimum of an additional $1,000,000 to satisfy our cash requirements over the next 12 months. We cannot be assured that revenue from operations, if any, will be sufficient to fund our activities during the next 12 months. Accordingly, we will have to seek alternates sources of capital—including private placements, a future public offering, and/or loans from officers and/or third party lenders. We are not experienced in selling equity. We can offer no assurance that we will be able to raise additional funds if needed, 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. In that case, you may lose your entire investment in our company.

·

Completion of our website, www.freshharvestproducts.com which is currently under construction. Estimated cost: $25,000.

·

Establishing and/or solidifying relationships with manufacturers, packagers and suppliers, including growers of organic foods such as artisan farms, co-ops and farming families in America and throughout the world. Estimated cost: $250,000 (which includes the production of sample products).

·

Establishing a distribution network for our products including supermarkets, independent grocers, food brokers and snack distributors.  Estimated cost: $55,000.

·

Conducting a search for new manufacturers and packaging companies.

·

Commence and establish marketing, advertising and promotion programs to increase brand equity and awareness. Estimated cost:  $450,000.

·

Salaries, including for present employees and possible new hiring of additional management personnel and appropriate operating and sales staff. Estimated cost: $250,000.

·

Partial repayment of convertible loans. Estimated cost: $20,000.

These are only estimates and no assurance can be given regarding either statement as to timing or actual eventuality. If we can raise more than the minimum amounts indicated above, we anticipate spending increased amounts on establishing and expanding our distribution network, marketing, advertising and promotions.

We commenced operations during our third quarter ended July 31, 2006. We expect that our business operations will generate sufficient revenues to sustain our operations and cash flow by January 1, 2008.  We have recently purchased a minimum number of products (coffee, health and coffee and salsa), and anticipates sales that will provide revenues for operations. The revenue generated from these sales will be used to make additional product purchases and minimally fund our operations.

 We estimate that our cash and other current assets as of October 31, 2006, of approximately $264,379 will only be sufficient to meet our short term needs for approximately four months.  If we are unable to raise the required financing, we will be delayed in commencing our business plan.  Currently, because we are considered a new business with limited credit history with vendors, suppliers, manufacturers, packagers and food producers, we must pay for our purchases “up front” and are not granted credit terms. This will continue until we have established a satisfactory credit history. We cannot estimate, with any certainty, how long this may take, or if it will occur at all. Our inability to obtain credit from such providers has a significant impact upon our liquidity and our ability to utilize funds for other purposes. Similarly, if and when we hire salesmen and /or additional personnel, including management and sales personnel, the cost related to such hirings will have a significant impact on our liquidity and deployment of funds.

Results of Operations for Years Ending October 31, 2005 and 2006

Comparative Years’ Financial Information

We did not earn any revenues during the years ending October 31, 2005, and only began earning revenues in its third quarter ending July 31, 2006, when we commenced operations. Accordingly, our revenues for the year ending October 31, 2006, and for the period from inception (November 26, 2003) until October 31, 2006 are $177,567. We are in our development stage and do not anticipate earning enough revenues to be profitable, if at all, until approximately January

26

2008. We can provide no assurance that we will discover economic mineralization levels of minerals, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $183,707 for the fiscal year ended October 31, 2005, and $1,087,370 for the year ended October 31, 2006. For the period from inception (November 26, 2003) until October 31, 2006, our operating expenses were $1,332,443.

Our net loss increased from $183,707 during the year ended October 31, 2005 to $1,028,802 during the year ended October 31, 2006 primarily due to incurring the costs related to the reverse merger with and acquisition of Fresh Harvest Products, Inc.(the New York corporation) ($400,000) that occurred in December 2006, and commencement of our operations.  Specifically, due to the commencement of our activities our general and administrative expenses increased from $183,507 to $685,320.

Financial Condition and Liquidity

At October 31, 2006, we had assets of $294,329 consisting of cash in the amount of $921, net accounts receivable of $115,757, inventory of $147,701 and net fixed assets of $29,950.

Off Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

See Note 2 to the financial statements contained in Item 7, for a complete summary of the significant accounting policies used in the presentation of our financial statements. The summary is presented to assist the reader in understanding the financial statements. The accounting policies used conform to accounting principals generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Our critical accounting policies are as follows:

Accounting Basis

The basis is United States generally accepted accounting principles.  Effective December 16, 2005, the Company declared a 1 for 30 reverse split of its common shares.  Such split has been retroactively affected in all periods presented.  

Earnings per Share

The basic earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the weighted average number of common shares during the year. The diluted earnings (loss) per share is calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted during the period for any potentially dilutive debt or equity.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

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

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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. There has been no advertising during the period.

General and Administrative Expenses

General and administrative expenses include costs associated with developing the Company’s line of products, such as designs, packaging and selling, as well as other administrative expenses such as telephone, legal fees, travel and the like.

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 disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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ITEM 7.  FINANCIAL STATEMENTS

CONTENTS

AUDITED FINANCIAL STATEMENTS: