UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


x

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

For the fiscal year ended: DECEMBER 31, 20122015

¨

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

For transition period from __________ to __________ .

to________________


Commission File Number 333-157281


GREENFIELD FARMS FOOD, INC.
(Name of small business issuer in its charter)

NEVADA26-2909561

GREENFIELD FARMS FOOD, INC.

(Name of small business issuer in its charter)

NEVADA

26-2909561

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)


2840 Highway 95 Alt. S,

319 Clematis Street – Suite 7, Silver Springs, Nevada 89429

400, West Palm Beach, Florida 3340

(Address of principal executive offices)(Zip Code)


Issuer's telephone number, including area code: (704) 485-2245


(561) 514-9042

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


Securities registered under Section 12(g) of the Exchange Act: None


Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: ¨Yes  xNo


Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ¨


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 during the past 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: xYes  ¨No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of the Registrant’sRegistrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: x


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer:

Large Accelerated Filer¨

¨

Accelerated Filer

¨

Non-Accelerated Filer¨

¨

Smaller Reporting Company

x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): ¨Yes  xNo


The aggregate market value of the voting common equity held by non-affiliates of the issuer as of March 31, 2013 was $439,200,$3,172,763, based on the last sale price of the issuers common stock ($0.00150.0034 per share) as reported by the OTCQB.


OTCPink Markets as of the last business day of the Registrant's most recently completed second fiscal quarter.

The Registrant had 438,068,808933,336,455 shares of common stock outstanding as of March 31, 2013.


June 16, 2016.

Documents incorporated by reference: None





CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-K under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts.

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ITEM 1. BUSINEBUSINESS

SS


DESCRIPTION OF BUSINESS

Plan of Operations


We were founded in 2008 as Sweet Spot Games, Inc., a Nevada corporation on June 2, 2008. We changed our name to Green Field Farms Food, Inc. ("Greenfield") on March 31, 2011. We areIn October 2013, we entered into an Asset Purchase Agreement (the "Agreement") with COHP, LLC, through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela's Pizzeria through a newly formed wholly-owned subsidiary Carmela's Pizzeria CO, Inc. Carmela's Pizzeria presently has three Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a full service menu for Dine In, Carry out and Delivery as well as pizza buffets in select stores. Carmela's has been noted in Dayton Daily News as one of "The Best Pizzerias" in Dayton.

The Carmela's Pizzeria assets and liabilities were acquired in exchange for 1,000 shares of our newly issued Series C Convertible Preferred Stock ("Series C") that converted on October 31, 2013 into 53,965,942 shares of common stock upon the effective date of a 1 for 100 reverse split. In addition, COHP and its assigns received warrants to purchase a total of 53,965,942 shares of our common stock exercisable for a period of five years in the amounts and exercise prices as follows: 59,962 at $3.00; 59,962 at $6.00; and 59,962 at $7.50. The value of these assets was $1,586,599 at December 31, 2013, which represents the fair market value of the common stock and warrants issued in the acquisition at their issuance dates.

Prior to the acquisition of Carmela's Pizzeria, we operated as a consumer and wholesale driven producer of grassfed beef. The Company currently supplieshad supplied Lowes Food Stores, a North Carolina based grocer with over 100 locations in North and South Carolina on a very limited basis. Greenfield Farms Grassfed Beef and its collective group of producers representrepresented over 2500 acres in pasture under management and approximately 2000 head of cattle.


Greenfield currently utilizes two USDA processors within 150 miles of all ofcattle at its current producers. Both processors are USDA inspected and have established USDA approved HAACP (Hazard Analysis and Critical Control Point) plans. Greenfield has established its own safety protocol that involves multiple testing points for infectious bacteria and the presence of e-coli contamination. peak.

The company utilizes double versus single blind test with robust sampling both prior to and after certain meat processing procedures to ensure the safest product possible.


On March 12, 2013, Greenfield announced that it is beginning a new licensing program for its "Greenfield Farms Grassfed Beef" trademark, which the Company believes will allow it to expand its business and enhance its market and brand presence. With this program, the Company will phase away from its traditional business model of taking cattle from farmcontinue to market thus eliminating all of the capital and startup costs required for such operations by expanding its brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept allows for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns. Greenfield also announced that is has signed its first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive. The management of Hill Meadow Foods is headed by former Greenfield Chief Executive Officer, Mr. Larry Moore.

The Company is also exploringexplore other business opportunities in complementary food related business segments. On February 12, 2013,segments much like the acquisition of Carmela's Pizzeria, although no further agreements have been reached.

For SEC reporting purposes, Carmela's is treated as the continuing reporting entity that acquired GRAS as a result of the Carmela's acquisition transaction. The quarterly and annual reports filed after the transaction, beginning with this report, have been prepared as if Carmela's (accounting acquirer) were the legal successor to the Company's reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Carmela's for all periods prior to the share exchange; and consolidated with the Company announced that it had signed a definitive agreement to acquire 100%from the date of the equity interestshare Exchange. All share and per share amounts of Carmela's have been retroactively adjusted to reflect the legal capital structure of the Company.

In their opinion letter for the fiscal year ended December 31, 2015, our auditors included an explanatory paragraph that disclosed conditions that raise concerns about the Company's ability to continue as a going concern. Please refer to the audited financial statements and accompanying auditors report within this filing.

3

Our Operations

We currently offer two restaurant concepts in Ohio-basedour three Company owned restaurant locations including:

·

A full-service dining room menu comprising a Carmela's Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill.

·

A smaller Carmela's Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out; as well as a drive-thru in certain locations.

In addition, our locations may offer a "Carmela's Treats" walk-up window offering ice cream style dessert treats offered to both diners within the restaurant or patrons looking for dessert only offerings.

Each concept is designed to offer quality meals at affordable prices with an emphasis on efficiencies in food ordering, preparation and service. We believe that the overall configuration of each concept results in simplified scalable operations, increased efficiency and improved consistency and quality of our food products. Our restaurants may be configured to adapt to a variety of building shapes and sizes by utilizing the restaurant concept that best fits the individual location. This offers the flexibility necessary for our concepts to be operated at a multitude of locations.

In addition to offering New York style pizza for dine-in, carry-out or delivery at select locations, our buffet menu offers a variety of pizza toppings and special combinations of toppings. Stores offering full buffets also offer pasta, salads, comfort foods, and in a family-oriented atmosphere.

During 2015, we added a catering division offered through our stores for everything from simple pick up to full services weddings and other occasions. The catering menu presently offers five different price points ranging from $4.50 per person for salad, pasta and breadsticks to $12 per person for a full meal including roast beef with au jus. Customers can also order from a variety of appetizers, salads, entrée's and sides in portions designed for 8, 15 and 25 plus people including Italian classics and other non-Italian items.

During 2014, we announced and have been working on creating a franchising concept presently planned to involve three separate business elements including:

·

A full-service dining room menu comprising a Carmela's Pizzeria and including a limited pizza buffet and alcohol and a Sports Grill.

·

A smaller Carmela's Pizzeria with full menu dining room including limited pizza buffet, delivery and carry-out.

·

A Carmela's Pizzeria delivery and carry-out model similar to those of the leading pizza delivery chains and drive-thru access in some cases.

In addition, the catering division is envisioned as a separate business unit that prospective franchisees may add to build sales and profits. A Carmela's Pizzeria.Treats walk-up window concept may also be added providing a separate profit center offering ice cream desserts. While we began working on the initial phase of the national franchising program, the cost and complexity of beginning the franchising concept has caused us to move more slowly on this initiative than initially planned. We intend to continue exploring franchising opportunities as a means to expand the Carmela's business.

4

Franchising will require development of the Franchise Disclosure Document ("FDD"), the legal document presented to prospective franchise buyers in the presale process. In addition, candidate review and screening for a national franchise director commenced in 2015 but not yet been completed as of the filing of this report. The Company identified a franchising partner to complete the franchise operating system, collateral marketing materials and other supporting legal documentation, however these plans were put on hold pending further review of the costs and actions involved in creating the franchising concept. The Company feels it is important to perfect the Company's business plans and processes in order to establish a viable franchise concept.

One of our long-term objectives is to selectively expand through franchising along with adding a small number of Company-owned restaurants by identifying appropriate opportunities. We believethat developing a domestic network of franchise and Company-owned restaurants will play an important strategic role in a predominately franchised operating structure. Inaddition to generating revenues and earnings, we expect to use domestic Company-owned restaurants as test sites for new products and promotions as well asrestaurant operational improvements and as a forum for training new managers and franchisees. We also believe that as the number of franchise and Company-owned restaurantsincreases, they may add to the economies of scale available for advertising, marketing and other costs for the entire system.

Food and Supply Distribution

We currently purchase our restaurant supplies from local wholesale food distributors in the Dayton, Ohio area. If we are able to expand through franchising, we will identify a suitable partner for outsourcing our warehousing and distribution services to a reputable and experienced restaurant distribution company. There are many regional and national companies to choose from that we believe will offer significant choice to tailor a program necessary for our specific needs. We may also choose to outsource our product sourcing, purchasing, quality assurance, franchisee order and billing services, and logistics support functions. These decisions will be made as we move forward with development of our franchising program in the future.

Advertising

We presently has threeadvertise locally in the Dayton, Ohio area locations offering authentic New York style pizza. In addition, Carmela's offersmainly through direct marketing. As we move to create our franchising concept, we will be required to communicate a fullcommon brand message at the regional, local market and restaurant levels, to create and reinforce a strong, consistentmarketing message to consumers in order to create successful franchise start-ups and garner sufficient market share. It is typical to require franchisees to participate in, and contribute to, an advertising program as part of their franchising fees. Once again, these decisions will be made as we move forward with development of our franchising program in the future.

Government Regulation

We are subject to various federal, state and local laws affecting the operation of our restaurants. Each restaurant is subject to licensing and regulation by a number of governmental authorities, which include health, safety, sanitation, wage and hour, alcoholic beverage, building and fire agencies in the state or municipality in which the restaurant is located. Difficulties in obtaining, or the failure to obtain, required licenses or approvals could delay or prevent the opening of a new restaurant or require the temporary or permanent closing of existing restaurants in a particular area.

We will be subject to Federal Trade Commission ("FTC") regulation and to various state laws regulating the offer and sale of franchises once our planned franchising program commences. The FTC will require us to furnish to prospective franchisees the FDD containing prescribed information. Substantive state laws that regulate the franchise or franchisee relationship presently exist in a number of states, and bills have been introduced in Congress from time to time that would provide for further federal regulation of the franchisor-franchisee relationship in certain respects. Some foreign countries also have disclosure requirements and other laws regulating franchising and the franchisor-franchisee relationship.

5

Competition

The restaurant industry, and specifically the pizza restaurant industry, is intensely competitive with respect to price, service, menu for Dine In, Carry outlocation and Deliveryfood quality, and there are many well-established competitors with substantially greater brand recognition and financial and other resources than us. Competitors include a large number of easily recognizable international, national and regional restaurant and pizza chains, as well as local restaurants and pizza buffetsoperators. Some of our competitors may be better established in select stores. Detailsthe markets where our restaurants are or may eventually be located. Within the pizza segment of the transaction call forrestaurant industry, we believe currently that our primary competitors are national pizza chains. As we move forward with franchising plans, our competition will potentially include regional chains, local restaurants as well as "take and bake" concept offerings. We also compete against the frozen pizza products available to consumers in all manners of retail stores. A change in the pricing or other market strategies of one or more of our competitors could have an adverse impact on our sales and earnings.

With respect to the potential sale of franchises, we will compete with many franchisors of restaurants and other business concepts. We believe that the principal competitive factors affecting the sale of franchises are franchise entry costs, product quality, price, value, consumer acceptance, franchisor experience and support, and the quality of the equity interests in Carmela's to be acquired by a newly created wholly-owned operating subsidiary of Greenfield in exchangerelationship maintained between the franchisor and its franchisees. In general, there is also active competition for shares of Greenfield common stockmanagement personnel and warrants. Closing of this transaction is subject to, among other things, final due diligence by the parties, completion of audited financial statements, preparation of schedules to the definitive agreement, and any final board of director and/or stockholder approvals as necessary.

1


Marketattractive commercial real estate sites suitable for Greenfield Farms Products

Greenfield Farms' target end user consumer is health conscious and willing to pay a premium for high-quality, lean, “grassfed” beef products. The beef industry as a whole does not track or segment out as a separate market grassfed beef. As such there are multiple and differing opinions of the current and future growth of the grassfed beef industry. In January of 2012 it was estimated that the market share for grassfed been was 3% of total beef industry sales and growing at 20% annually.

Grassfed Beef and the Environment

Cows burp and expel a lot of gas in many different ways. There are as many differing views on the effects of grassfed beef on the environment as there are different breeds of cattle. Conventional beef producers, feedlots, contend that their economies of scale and abilities to produce an animal ready for slaughter in as little as 14 months versus 18-22 months reduce the number of cattle producing methane. On the other side of the equation are proponents such as Greenfield and other grassfed beef producers. Although our animals may live longer and produce more methane gas than traditional feedlot cattle before slaughter their waste is recycled through a natural process of being raised on pasture.

Benefits of Grassfed Beef

In standard beef operations, steers are fattened on a feed lot, where they are confined and trough-fed a rich diet of grains. They are given hormones to make them grow faster and antibiotics to counter any illnesses caused by the rich diet. Most reach the average slaughter weight of 1,200 pounds in 14 to 16 months. Grass-fed animals are allowed to roam free in pastures. They are not fattened on grains in feed lots, or given growth hormones or antibiotics to speed the process.

restaurants.

Employees

In addition to having significantly less fatour executive officers, as of June 16, 2016 we had twenty-three full-time and cholesterol than regular beef, grass-fed beef has up to twice the amount of omega-3 fatty acids as regular beef, and a more healthful balance between omega-3 and omega-6 fatty acids, according to a review of research by the Grass-Fed Beef projectsixteen part-time employees at California State University’s Chico Department of Agriculture and the University of California Cooperative Extension. Omega-3 fatty acids are thought to help lower blood cholesterol levels and blood pressure, and a type of omega-3 present in grass-fed beef may help reduce the risk of cardiovascular disease, dementia and depression. The proper balance between omega-3 and omega-6 fatty acids may help reduce inflammatory disorders, according to the California project. Grass-fed beef also has been found to have up to 10 times more vitamin A than regular beef, and up to three times as much vitamin E, according to a study cited by the California project.


Researchers also indicates grass-fed beef has up to five times the CLA — conjugated linoleic acid — of regular beef. The substance is thought to help prevent cancer and regulate metabolism. Also, according to the California project, most studies base nutrient comparisons on the amount of nutrients found in lipids, or fat. Grass-fed beef may have more of certain nutrients per gram of fat, but overall the beef has much less fat than regular beef. An additional joint study by the USDA and Clemson University achieved similar results and therefore allows grassfed beef producers to legitimately cite the health benefits or our products versus grain fed beef.

Government Regulation

The slaughter of all live animals for resale is governed and regulated by the USDA. All products must be slaughtered and processed in USDA inspected facilities if the product is to be resold and transported across state lines for resale. All processors utilized by Greenfield must be USDA inspected facilities.
Product packaging is regulated by a division of the Food Safety and Inspection Service (FSIS), a division of the USDA. Greenfield has been approved by the FSIS and as such allfour Company owned restaurants. None of our products can be labeled “a Grassfed Beef product, No Antibiotics, No Hormones, 100% USA Beef.”
2


Competition

From a supply side White Oak Pastures (WOP) in Georgia is the largest competitor in the immediate market. WOP is a 5th generation farm of over 1000 acres and produces grassfed beef for Whole Foods, Bloom Grocery and select Publix grocery stores. WOP has the only on farm processing facility east of the Mississippi and is only one of two such farms in the country, the other located in California.

Grassfed beef consumersemployees are highly educated and as such are not typical consumers of commercial grain fed beef products or organic products that have been fed a diet of corn or corncurrently covered by products. Our competition really lies in the uneducated consumer and as such our marketing approach is to educate the consumer as to the advantages of grassfed beef.

collective bargaining agreements.

ITEM 1A. RISK FACTORS


RISKS RELATED TO OUR BUSINESS


The purchase of shares of our common stock is very speculative and involves a very high degree of risk. An investment in our stock is suitable only for the persons who can afford the loss of their entire investment. Accordingly, investors should carefully consider the following risk factors, as well as other information set forth herein, in making an investment decision with respect to securities of Inhibiton.


OUR AUDITORS HAVE NOTED THERE IS CERTAIN DOUBT ABOUT OUR ABILITY TO OPERATE AS A GOING CONCERN


CONCERN.

Management has taken steps to revise the Company's operating and financial requirements. The Company is actively pursuing additional funding and a potential merger or acquisition candidate and strategic partners, which would enhance owners' investment. However, there can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.


The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

6

WE ARE NOT CURRENTLY PROFITABLE AND MAY NEVER BECOME PROFITABLE.


We have a history of significant losses and expect to incur substantialadditional losses and negative operating cash flow for the foreseeable future andas we move to expand our business with franchising plans for our restaurant operations. As a result, we may never achieve or maintain profitability. Even if we succeed in further developing and commercializing our products,franchising plans, we expectmay continue to incur substantial losses for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures and anticipate that ourthose expenses willmay not be offset by our revenues in any substantial way. As a result, we will need to generate significant revenues or raise additional capital in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our stock.

3


OUR CURRENT SHAREHOLDERSMANAGEMENT CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL HAVE LITTLE OR NOTNO PARTICIPATION IN OUR BUSINESS


BUSINESS.

Our principal stockholders own a majoritycurrent management control the company through ownership of our commonpreferred stock. As a result, they will have total control over all matters requiring approval by our stockholders without the approval of minority stockholders. In addition, they willstockholders in some cases. They are also be able to elect all of the members of our Board of Directors, which will allow them to control our affairs and management. They willare also be able to affect mostall corporate matters requiring stockholder approval by written consent, without the need for a duly noticed and duly-held meeting of stockholders. As a result, they will have significant influence and control over all matters requiring approval by our stockholders. Accordingly, you will beare limited in your ability to affect change in how we conduct our business.

WE ARE A DEVELOPMENT STAGE COMPANY WITH NO OPERATING HISTORY FOR YOU TO EVALUATE AND WE HAVE NOT PROVEN OUR ABILITY TO GENERATE PROFITS. WE HAVE HAD LOSSES FROM OPERATIONS AND DUE TO OUR VERY LIMITED SALES, ANTICIPATE WE WILL CONTINUE TO EXPERIENCE LOSSES FOR THE FORESEEABLE FUTURE.

An investor should also consider the uncertainties and difficulties frequently encountered by companies, such as ours, in their early stages of development. Our revenue and income potential is unproven and our business model is still emerging. If our business model does not prove to be profitable, investors may lose all of their investment.

WE MAY INCUR SIGNIFICANT COSTS TO ENSURE COMPLIANCE WITH CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTSREQUIREMENTS..


We expect to incur significant costs associated with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. We expect all of these applicable rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. While we have extremely limited experience as a public company, we estimate that these additional costs will total approximately $50,000 per year. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

7

RISKS RELATIING TO OUR SECURITIES


THERE IS CURRENTLY A VERY LIMITED MARKET FOR OUR COMMON STOCK AND NO ASSURANCE THAT A MORE LIQUID MARKET WILL DEVELOP.


There is currently a limited trading market for our shares of Common Stock, under the symbol “GRAS.”"GRAS." Any market price for shares of our Common Stock is likely to be very volatile, and numerous factors beyond our control may have a significant adverse effect. In addition, the stock markets generally have experienced, and continue to experience, extreme price and volume fluctuations which have affected the market price of many small capital companies and which have often been unrelated to the operating performance of these companies. These broad market fluctuations, as well as general economic and political conditions, may also adversely affect the market price of our Common Stock. Further, there is no correlation between the present limited market price of our Common Stock and our revenues, book value, assets or other established criteria of value. The present limited quotations of our Common Stock should not be considered indicative of the actual value of the Company or our Common Stock.

4


FUTURE SALESISSUANCES OF OUR COMMON STOCK COULD PUT DOWNWARD SELLING PRESSURE ON OUR CHASESSHARES AND ADVERSELY AFFECT THE STOCK PRICE. THERE IS A RISK THAT THIS DOWNWARD PRESSURE MAY MAKE ITIMPOSSIBLE FOR AN INVESTOR TO SELL HIS SHARES AT ANY REASONABLE PRICE


PRICE.

Future salesissuances of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could put downward selling pressure on our shares, and adversely affect the market price of our common stock. Such sales could be made pursuant to Rule 144 under the Securities Act of 1933, as amended, as shares become eligible for sale under the Rule.


This includes shares issued as a result of conversions related to outstanding convertible promissory notes we have outstanding.

Because our shares are deemed high risk “penny"penny stocks," you may have difficulty selling them in the secondary trading market. The Commission has adopted regulations which generally define a "penny stock" to be any equity security that has a market price (as therein defined) less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Additionally, if the equity security is not registered or authorized on a national securities exchange, the equity security also constitutes a "penny stock." As our common stock falls within the definition of penny stock, these regulations require the delivery, prior to any transaction involving our common stock, of a risk disclosure schedule explaining the penny stock market and the risks associated with it. These regulations generally require broker-dealers who sell penny stocks to persons other than established customers and accredited investors to deliver a disclosure schedule explaining the penny stock market and the risks associated with that market. Disclosure is also required to be made about compensation payable to both the broker-dealer and the registered representative and current quotations for the securities. These regulations also impose various sales practice requirements on broker-dealers. In addition, monthly statements are required to be sent disclosing recent price information for the penny stocks. The ability of broker/dealers to sell our common stock and the ability of shareholders to sell our common stock in the secondary market is limited. As a result, the market liquidity for our common stock is severely and adversely affected. We can provide no assurance that trading in our common stock will not be subject to these or other regulations in the future, which would negatively affect the market for our common stock.


IF A STEADY MARKET DEVLEOPS FOR OUR SEUCIRITESSECURITIES THERE COULD BE SIGNIFICANT VOLATILITY AND THE SECURITIES MAY NOT APPRECIATE IN VALUE


VALUE.

If a more steady market should develop for our securities, of which we have no assurance, the market price is likely to fluctuate significantly. Fluctuations could be rapid and severe and may provide investors little opportunity to react. Factors such as changes in results from our operations, and a variety of other factors, many of which are beyond the control of the Company, could cause the price of our common stock to fluctuate substantially. Also, stock markets in penny stock shares tend to have extreme price and volume volatility. The market prices of shares of many smaller public companies securities are subject to volatility for reasons that frequently unrelated to the actual operating performance, earnings or other recognized measurements of value. This volatility may cause declines including very sudden and sharp declines in the market price of our common stock. We cannot assure investors that the stock price will appreciate in value, that a market will be available to resell your securities or that the shares will retain any value at all.

8

WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND YOU MAY NEVER RECEIVE DIVIDENDS. THERE IS A RISK THAT AN INVESTOR IN OUR COMPANY WILL NEVER SEE A RETURN ON INVESTMENT AND THE STOCK MAY BECOME WORTHLESS.


We have never paid dividends on our common stock. We intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy will be at the discretion of the Board of Directors and will be contingent upon future earnings, if any, our financial condition, capital requirements, general business conditions and other factors. Future dividends may also be affected by covenants contained in loan or other financing documents, which may be executed by us in the future. Therefore, there can be no assurance that cash dividends of any kind will ever be paid.

5


IF A MARKET DEVELOPS FOR OUR SECURITIES IT COULD BE VOLATILE AND MAY NOT APPRECIATE IN VALUE.


If a market should develop for our securities, of which we have no assurance, the market price is likely to fluctuate significantly. Fluctuations could be rapid and severe and may provide investors little opportunity to react. Factors such as changes in results from our operations, and a variety of other factors, many of which are beyond the control of the Company, could cause the market price of our common stock to fluctuate substantially. Also, stock markets in penny stock shares tend to have extreme price and volume volatility. The market prices of shares of many smaller public companies securities are subject to volatility for reasons that frequently unrelated to the actual operating performance, earnings or other recognized measurements of value. This volatility may cause declines including very sudden and sharp declines in the market price of our common stock. We cannot assure investors that the stock price will appreciate in value, that a market will be available to resell your securities or that the shares will retain any value at all.

WE HAVE RAISED CAPITAL THROUGH THE USE OF CONVERTIBLE DEBT INSTRUMENTS THAT CAUSESCAUSE SUBSTANTIAL DILUTION TO OUR STOCKHOLDERS.

Because of the size of our Company and its status as a "penny stock" as well as the current economy and difficulties in companies our size finding adequate sources of funding, we have been forced to raise capital through the issuance of convertible notes and other debt instruments. These debt instruments carry favorable conversion terms to their holders of up to 65% discounts to the market price of our common stock on conversion and in manymost cases provide for the immediate sale of our securities into the open market. Accordingly, this has caused dilution to our stockholders and will continue to do so in 20132015 and the foreseeable future. As of December 31, 2012,2015, we had approximately $213,500$352,000 in convertible debt outstanding. This convertible debt balance as well as any additional convertible debt we incur in the future couldis very likely to cause substantial and sustained dilution to our current stockholders.


We have effected two reverse stock splits over the past two years. We may need to effect further reverse splits of our common stock in the future due to significant increases in common shares outstanding as well as the trading market of our common stock to meet loan covenants for our lenders as well as to maintain minimum price levels for the effective trading of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS


COMMENTS.

None.


ITEM 2. PROPERTIES.


The Company maintains offices 7315 E Peakview Avenue, Englewood, Colorado 80111 inoffice facilities provided by our Chief ExecutiveFinancial Officer. During 2012,2014 and 2015, there were notno rents or other amounts paid for these facilities although that will not preclude the company from paying reasonable rental rates or reimbursement for use of these facilities in the future.


The Company leases its restaurant under certain leases with varied expiration dates. Certain leases provide for the payment of taxes and operating costs, such as insurance and maintenance in addition to the base rental payments.

Location

Sq Ft

Lease End

Brookville

2,400

July 2018

New Carlisle

3,700

February 2024

West Manchester

2,000

December 2019

Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows:

Year ended December 31, 2016

 

$57,600

 

2017

 

 

58,350

 

2018

 

 

51,450

 

2019

 

 

43,200

 

Total

 

$210,600

 

9

ITEM 3. LEGAL PROCEEDINGS.


We are not presently involved in any litigation that is material to our business. We are not aware of any pending or threatened legal proceedings. In addition, none of our officers, directors, promoters or control persons has filed or been involved for the past five years:


·  

·

in any conviction of a criminal proceeding or involved in a pending criminal proceeding (excluding traffic violations and minor Offenses)

·  

·

is subject to any order, judgment or decree enjoining, barring

·  

·

Suspending or otherwise limiting their involvement in any type of business, securities, or banking activities,

·  

·

or has been found to have violated a federal or state securities or commodities law.


In 2010 the Company’s former Chief Executive Officer and Chairman, Mr. Larry Moore, who is currently the Chief Executive Officer of our operating subsidiary, pleaded guilty to a misdemeanor charge under the securities laws of the State of South Carolina. Mr. Moore agreed to 150 hours of community service and rescission of certain sales of securities in South Carolina, which he performed and discharged in 2010.
6


ITEM 4. MINE SAFETY DISCLOSURES.


Not applicable.

ITEM 5. MARKET FOR REGISTRANT’SREGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.


Trading Market for Common Equity

There is currently a limited market for the Company's Common Stock, which is traded over-the-counter and quoted under the trading symbol “GRAS""GRAS". During 2011, trading did not commence until April and was very limited for most of that year.


Future sales of our common stock could put downward selling pressure on our shares, and adversely affect the stock price. There is a risk that this downward pressure may make it impossible for an investor to sell his shares at any reasonable price.


The Company's Common Stock is not listed on any exchange; however, market quotes for the Company’sCompany's common stock may be obtained from the OTC Markets "QB""Pink" platform (“OTCQB”("OTCPink"). The OTCQBOTCPink is a regulated quotation service that displays real-time quotes, last-sale prices and volume information in over-the-counter (“OTC”("OTC") securities. The following table sets forth, for the indicated fiscal periods, the high and low sales prices (as reported by the OTCQB)OTCPink) for the Company’sCompany's common stock.


  Price 
  High  Low 
Fiscal year ended December 31, 2012      
Quarter ended December 31, 2012 $0.0035  $0.001 
Quarter ended September 30, 2012 $0.0074  $0.0012 
Quarter ended June 30, 2012 $0.04  $0.0045 
Quarter ended March 30, 2012 $0.056  $0.027 

       
Fiscal year ended December 31, 2011      
Quarter ended December 31, 2011 $0.058  $0.031 
Quarter ended September 30, 2011 $0.58  $0.058 
Quarter ended June 30, 2011 $0.58  $0.13 
Quarter ended March 30, 2011 None  None 

On February 23, 2015, we executed a 1 for 300 reverse split of our common stock. All per share prices have been adjusted to reflect this reverse split.

 

 

Price

 

 

 

High

 

 

Low

 

Fiscal year ended December 31, 2015

 

 

 

 

 

 

Quarter ended December 31, 2015

 

$0.0002

 

 

$0.00005

 

Quarter ended September 30, 2015

 

$0.005

 

 

$0.00005

 

Quarter ended June 30, 2015

 

$0.006

 

 

$0.001

 

Quarter ended March 30, 2015

 

$0.04

 

 

$0.001

 

 

Fiscal year ended December 31, 2014

 

 

 

 

 

 

Quarter ended December 31, 2014

 

$0.18

 

 

$0.03

 

Quarter ended September 30, 2014

 

$0.30

 

 

$0.06

 

Quarter ended June 30, 2014

 

$0.84

 

 

$0.24

 

Quarter ended March 30, 2014

 

$1.80

 

 

$0.30

 

Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth above are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions.

7

10

Holders

The number of record holders of our common stock as of June 16, 2016, was 118 according to our transfer agent. This amount excludes an indeterminate number of shareholders whose shares are held in "street" or "nominee" name at a brokerage firm.

Dividends


We have never paid a cash dividend on our common stock. The payment of dividends may be made at the discretion of our Board of Directors, and will depend upon, among other things, our operations, capital requirements, and overall financial condition. There are no contractual restrictions on our ability to declare and pay dividends.

Securities Authorized for Issuance under Equity Compensation Plans

As of the date of this Report, we have not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.


Transfer Agent

Our transfer agent is West Coast Stock Transfer, Inc. located at 2010 Hancock Avenue, Suite A, and San Diego, California 92110. Their telephone number is (619) 664-4780.

Recent Sales of Unregistered Equity Securities


During the three month period from October 1, 2015 to December 31, 2015 we issued 400,959,340 shares of our common stock upon the conversion of $16,963 in principal and interest on our various convertible notes and debentures, or $0.00004 per share prior to any loss on conversions.

We offered and sold the securities in reliance on an exemption from federal registration under Section 4(2) of the Securities Act of 1933 and Rule 506 promulgated thereunder. We relied on this exemption and rule based on the fact that there were a limited number of investors, all of whom were accredited investors and (i) either alone or through a purchaser representative, had knowledge and experience in financial and business matters such that each was capable of evaluating the risks of the investment, and (ii) we had obtained subscription agreements from such investors indicating that they were purchasing for investment purposes only. The securities were not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure contained herein does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as permitted by Rule 135c under the Securities Act.

ITEM 6. SELECTED FINANCIAL DATA

As the registrant qualifies as a smaller reporting company under Rule 229.10(f) (1), it is not required to provide this information.information

.

11

ITEM 7.MANAGEMENT’SMANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


The nature of our business makes predicting the future trends of our revenues, expenses, and net income difficult. Thus, our ability to predict results or the actual effect of our future plans or strategies is inherently uncertain. The risks and uncertainties involved in our business could affect the matters referred to in any forward-looking statements and it is possible that our actual results may differ materially from the anticipated results indicated in these forward-looking statements. Important factors that could cause actual results to differ from those in the forward-looking statements include, without limitation, the factors discussed in the section entitled "Risk Factors" and the following:


·  

·

The effect of political, economic, and market conditions and Geopolitical events;

·  

·

Legislative and regulatory changes that affect our business;

·  

·

The availability of funds and working capital;

·  

·

The actions and initiatives of current and potential competitors;

·  

·

Investor sentiment; and

·

Our reputation.

·  Our reputation.

We do not undertake any responsibility to publicly release any revisions to these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by any forward-looking statements.


The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto as filed with the SEC and other financial information contained elsewhere in this Form 10-K.

8


Overview


Greenfield is

Our operations consist of Carmela's Pizzeria, which presently has three Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a consumerfull service menu for Dine In, Carry out and wholesale driven producer of grassfed beef. The company has USDA-FSIS approval to market and label its product as “Grassfed Beef”. The company distributes our product on a very limited basis to Lowes Foods Stores which has approximately 100 locations throughout North and South Carolina. We are a newly created company with very limited resources and as a result, our deliveries of grassfed beef in 2012 were also very limited. We are hopeful that our change in business plan through a new licensing program will allow us to expand our business and enhance our market and brand presence. With this program, the Company will phase away from our traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding our brand presence with capable cattle producers and marketers. The Company also believes that the trademark licensing concept will allow for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns. In the first quarter of 2013 we signed our first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive. We believe this time will allow us to properly develop the parameters of the licensing programDelivery as well as explore other business opportunities, including our potential acquisitionpizza buffets and sports grills in select stores. Carmela's has been noted in Dayton Daily News as one of Carmelo's Pizzerias announced"The Best Pizzerias" in the first quarter of 2013.


Dayton.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 20122015 AND 2011


(A COMPARISON OF RESULTS OF OPERATIONS AND LIQUIDITY AND CAPITAL RESOURCES FOR 2012 VERSUS 2011 MAY NOT BE MEANINGFUL BECAUSE THE COMPANY UNDERWENT SIGNIFICANT CHANGES DURING 2011. THE COMPANY COMPLETED A REVERSE MERGER IN MARCH, 2011 AND BECAME ENGAGED IN OUR CURRENT LINE OF BUSINESS AT THAT TIME.)

The Company’s operations were adversely impacted during the year ended December 31, 2012 by the following factors:

·  Availability of live animals that meet our USDA requirements is down

·  The lack of capital has prevented the Company from acquiring additional facilities and product.

Management has attempted to address each of these adverse factors. We have contacted other producers of live animals to increase availability and continue to try and secure additional capital. Management will continue to address these issues, including moving our business model to a licensing structure, but there can be no assurance that our efforts will prove successful.

2014

We had a net loss of $535,290$725,227 for the year ended December 31, 20122015 as compared to a loss of $358,844$1,041,117 for the year ended December 31, 2011.2014. Our gross revenuessales in 20122015 were $15,659$1,661,591 with cost of goods sold of $15,601$1,420,002 for a gross profit of $58.$241,589. This compared to gross revenues of $104,576, costs$1,603,488 with cost of goods sold of $119,938 and$1,345,423 for a gross lossprofit of $15,362$258,065 for the year ended December 31, 2011.2014. Our sales in 2012 were adversely affectedthe 2015 period increased $58,103, or approximately 4% in 2015 versus 2014. Our sales in the 2014 period increased $414,009, or approximately 35% versus 2013 primarily as a result of the addition of the Brookville location. Cost of goods sold increased by a lack of working capital as described more fully above.

approximately 5%, which was in line with the sales increase.

12

Total operating expenses were $319,317$628,368 for the year ended December 31, 20122015 versus $336,865$631,900 for the year ended December 31, 20112014 resulting in loss from operations of $319,259$382,353 and $352,227$373,835 in the 20122015 and 20112014 periods, respectively. We experiencedMuch like the sales increase, these numbers remained fairly consistent from 2015 to 2014 with no significant variations in any one area of expense. There was a significantslight decrease in wages and taxes with the closing of a location in 2012 that was partially offset by an increase in consulting fees as well as an increase in general and administrative expenses. The decrease in wages was the result of the resignation of our CEO and Vice President in June 2012. General and administrative expense included $52,500 in management fee expense recorded for our new CEO appointed in June 2012. Generally, most remaining operating expenses were lower in 2012 as compared to 2011 as we scaled back our operations due to lack of working capital.


2015.

Other expenses were $216,031$338,448 for the year ended December 31, 20122015 as compared to $6,617$667,282 for the year ended December 31, 2011.2014. This significant increase isdecrease was due primarily to the addition of convertible promissory notes in 2012 includinglower expense for the correspondingchange in derivative liability interestand amortization of expense on discount of debt with lower costs for loss on conversions of debt and fewer notes becoming convertible in 2015 for lower amortization of the debt discountdiscount. The decreased expense from convertible notes and the corresponding derivative liabilities is the primary reason for the decrease in net loss for 2015 versus 2014. As the Company is currently dependent on this type of financing for a portion of its working capital, fluctuations in the amount of convertible debt as well as loss onnotes being converted will continue to affect the conversionCompany's results of debt due to differenceoperations, that could include higher expense from these derivative liabilities in the conversion price as compared to the market price at issuance.

9

future periods.

LIQUIDITY AND CAPITAL RESOURCES


GENERAL. Overall, wethe Company had a net loss of $535,290$725,227 for the year ended December 31, 2012 as compared to $358,844 for the year ended December 31, 2011.2015. During the year ended December 31, 2012,2015, we had cash flow used by operations of $147,054,$297,918, net cash provided byused in investing activities of $10,097,$26,543, and cash flows provided by financing activities of $132,600.$319,041. At the end of the year ended December 31, 2012,2015, our cash balance was $97.


$54,423.

For the year ended December 31, 2011, we2014, the Company had a net loss of $358,844$1,041,177 with cash flow used by operations of $189,759,$381,935, net cash provided byused in investing activities of $26,002,$4,482, and cash flows provided by financing activities of $168,211.$441,238. At the end of the year ended December 31, 2011,2014, our cash balance was $4,454.


$59,843.

CASH FLOWS FROM OPERATING ACTIVITIES. Net cash flow used in operating activities was $147,054$297,918 which was primarily attributable to our net loss of $535,290,$725,227, offset by non-cash adjustments to derivative liabilities from convertible notes payable totaling $147,665 as well as $73,750 in expense for stock issued for services and 44,629 for loss on conversion of debt.$294,129. The adjustments to reconcile the net loss to net cash for the period ended December 31, 20122013 also included depreciation expense of $5,818$24,267 and loss on salechanges in asset and liabilities of equipment of $10,845.

$(54,488). We also issued convertible notes for services totaling $50,000.

CASH FLOWS FROM INVESTING ACTIVITIES. For the year ended December 31, 2012,2014, cash flows provided byused in investing activities consisted of $10,097 primarilywas $26,543 from proceeds on the sale of equipment.

equipment purchases and improvements to our restaurant locations.

CASH FLOWS FROM FINANCING ACTIVITIES. For the year ended December 31, 2012,2015, cash flows from financing activities were $132,600,$319,041 which consisted of proceeds from issuance of notes and convertible notes payable.


payable totaling $128,400 that was offset by payments on notes payable of $2,700. In addition, we received $354,045 in notes payable from related parties that was offset by payments on related party notes of $160,704, nearly all of which is related to Carmela's. The significant decrease in financing activities is primarily the result of approximately $100,000 less in convertible note issued in the 2015 period versus the 2014 period. The Company anticipates it will continue to issue convertible notes payable to funds its operations during 2016, which will result in continued and significant dilution to the Company's current stockholders.

For the year ended December 31, 2011,2014, we had cash used in operating activities of $189,759$381,935 including $6,041$22,014 in depreciation expense along with a total of $163,044$(41,974) from changes in assets and liabilities and $653,142 in non-cash expense relating to derivative liabilities. Cash

For the year ended December 31, 2014, cash flows provided byused in investing activities was $26,002 and included $75,000 received in the reverse merger that was offset$4,482 primarily by the purchase of property andfrom equipment of $46,563. purchases for our restaurant locations.

Cash flows from financing activities provided $168,211$441,238 for the year ended December 31, 2014, primarily from proceeds from various notes payable from related parties totaling $168,500.

$520,588, that was offset by repayments on these loans of $299,685, nearly all of which was related to Carmela's. In addition, there was $226,600 in convertible notes issued in 2014 that was partially offset by payments on these notes of $6,465.

13

EXTERNAL SOURCES OF LIQUIDITY. We intend to pursue all potential financing options in 20132016 as we look to secure additional funds to both stabilize and grow our business operations and begin extraction.work on franchising efforts for Carmela's. Our management will review any financing options at their disposal and will judge each potential source of funds on its individual merits. We cannot assure you that we will be able to secure additional funds from debt or equity financing, as and when we need to or if we can, that the terms of such financing will be favorable to us or our existing shareholders. Additionally, we maywill almost certainly need to rely on debt financing that is convertible into shares of our common stock which couldthat will result in continued and significant dilution to our stockholders due to the conversion of that debt at significant discounts to the market price of our common stock.


INFLATION. Our management believes that inflation has not had a material effect on our results of operations, and does not expect that it will in fiscal year 2013.


2016.

OFF-BALANCE SHEET ARRANGEMENTS. We do not have any off-balance sheet arrangements.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and a decline in the stock market. We do not enter into derivatives or other financial instruments for trading or speculative purposes.purposes, however we do issue convertible notes that are subject to changes in the market price of our common stock for conversions to equity. Accordingly, as of December 31, 2014, we had $240,000 face value of convertible debentures bearing fixed interest rates of 8%-10%. All of this fixed rate debt is due on demand or within twelve months from issuance. We have limited exposure to market risks related to changes in interest rates. We do not currently invest in equity instruments of public or private companies for business or strategic purposes.

10


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA NOTES TO FINANCIAL STATEMENTS


The financial statements and related information required to be filed are indexed and begin on page F-1 and are incorporated herein.


ITEM 9A. CONTROLS AND PROCEDURES


CONTROLS AND PROCEDURES


CEO and CFO Certifications


Attached to this annual report, as Exhibits 31.1 and 32.1, are certain certifications of the CEO and CFO, which are required in accordance with the Exchange Act and the Commission's rules implementing such section (the "Rule 13a- 14(a)/15d-14(a) Certifications"). This section of the annual report contains the information concerning the Evaluation referred to in the Rule 13a- 14(a)/15d-14(a) Certifications. This information should be read in conjunction with the Rule 13a- 14(a)/15d-14(a) Certifications for a more complete understanding of the topic presented.


Evaluation of Disclosure Controls and Procedures


A review and evaluation was performed by the Company's management, including the Company's Chief Executive Officer (the "CEO") who is also the Chief Financial Officer (the “CFO”"CFO"), of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that review and evaluation, the CEO /CFO has concluded that as of December 31, 2012,2015, disclosure controls and procedures, were not effective at ensuring that the material information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported as required in the application of SEC rules and forms.


Management’s

14

Management's Report on Internal Controls over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a set of processes designed by, or under the supervision of, a company’scompany's principal executive and principal financial officers, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:


Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of our assets;

Provide reasonable assurance our transactions are recorded as necessary to permit preparation of our financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our 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 statement.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. It should be noted that any system of internal control, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

11


Our CEO/CFO has evaluated the effectiveness of our internal control over financial reporting as described in Exchange Act Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this report based upon criteria established in “Internal"Internal Control-Integrated Framework”Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to the extent possible given the limited personnel resources and technological infrastructure in place to perform the evaluation. Based upon our management’smanagement's discussions with our auditors and other advisors, our CEO/CFO believe that, during the period covered by this report, such internal controls and procedures were not effective as described below.


Due to the small size and limited financial resources, our chief executive officer is the only individual responsible for thewe have inadequate segregation of duties within accounting functions and financial reporting.results in an overall lack of internal control. As a result, there is no segregation of duties in the accounting function, leaving all aspects of financial reporting and physical control of cash in the hands of one individual. This limited segregation of duties represents a material weakness. We will continue periodically review our disclosure controls and procedures and internal control over financial reporting and make modifications from time to time considered necessary or desirable.


This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’sManagement's report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’smanagement's report in this annual report.



Changes in Internal Control over Financial Reporting


There have been no changes in the Company’sCompany's internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’sCompany's internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION


None.

15

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT


(a)(b)(c) Identification of directors and executive officers

The following table sets forth the name, age, position and office term of each executive officer and director of the Company.


NAME

AGE

POSITION

SINCE

Ronald Heineman

59

Chief Executive Officer, Principal Executive Officer and Director

October 2013

 
AGE

POSITION

SINCE

Henry Fong

77

80

Chief ExecutiveFinancial Officer, Principal Executive Officer, Principal Accounting Officer and Director

June 2012

Significant employees

NAME

AGE

POSITION

SINCE

 
June 2012

Darren Dulsky

59

President and Chief Operating Officer of Carmela's Pizzeria

October 2013


In June 2012, our then Chief Executive Officer and Director Mr. Larry Moore, our Vice President Mrs. Donna Moore, and each of our then directors Messrs. Walker, Thompson, Killman and Vuncannon resigned their positions as officers or directors of the Company. Mr. Larry Moore continues to serve as Chief Executive Officer of our operation subsidiary, Greenfield Farms Grassfed Beef, Inc.
12


Significant employees

Not applicable.

Family relationships


None.


Business experience


HENRY FONG

RONALD HEINEMAN

Mr. Fong has beenHeineman became the presidentCEO and a director of the Company in January 2013. Mr. Heineman was the managing member and the CEO of COHP, LLC and the CEO of Carmela's since their inception in July 2011. Since October 2010 Mr. Heineman has been Managing Director of Diversified Capital, a Venture Capital that holds majority positions in human resources outsourcing, restaurants, sports franchises and real estate including Wendy's and Frisch's Big Boy franchises. Mr. Heineman is experienced as a CEO, CRO and board member of public companies. In addition he is experienced in M&A and capital markets. Prior to his current Venture initiatives, Mr. Heineman, was employed for 23 years as Vice President of HR & Training with Frisch's Restaurants Inc, a public AMEX company operating Big Boy, Golden Coral, hotels and specialty restaurants including company owned and franchise restaurants in the Midwest. Mr. Heineman was also the CEO and CRO of Generation Entertainment, a publicy traded entertainment company from January 2012 to June 2013. Mr. Heineman has earned bachelors and masters degrees and is an adjunct professor teaching Entrepreneurship and Entrepreneurial Finance at Cedarville University.

16

HENRY FONG

Mr. Fong was president of the Company from June 2012 to October 2013 when he became our CFO; and has been a director of the Company since June 2012. Mr. Fong has been CEO and a director of AlumiFuel Power Corporation, an alternative energy company, since May 2005. Mr. Fong has been a director of FastFunds Financial Corporation, a publicly traded holding company, with limited business operations, since June 2004. Mr. Fong has been a Director of SurgLine International, Inc. (f/k/a China Nuvo Solar Energy, Inc.) since March 2002 and was its president from March 2002 through September 1, 2011. SurgLine is a publicly traded company that sources and distributes high quality FDA approved medical and surgical products at discount prices. Mr. Fong was the Chief Executive Officer of Techs Loanstar, Inc. (and its predecessor companies), a publicly traded Company that provides software technology solutions to the healthcare market, from April 2008 to July 2011. Since July 2009 Mr. Fong has been the sole director, President and Chief Financial Officer of PB Capital International, Inc. (“PBIC”("PBIC"), a blank check shell company that filed Form 10 registration statement which went effective in October 2009. Since July 2010 to September 2013, Mr. Fong has beenwas President and a director of Green Energy TV, Inc., a privately-held owner of "green" websites, most notably greenenergytv.com. Since December 2008, Mr. Fong has been President and a director of Carbon Capture Corporation, a privately held owner of certain carbon based intellectual property. Since June 2012, Mr. Fong has been President and a director of Greenfield Farms Food, Inc., a publicly-traded purveyor of grass-fed beef. From 1959 to 1982 Mr. Fong served in various accounting, finance and budgeting positions with the Department of the Air Force. During the period from 1972 to 1981 he was assigned to senior supervisory positions at the Department of the Air Force headquarters in the Pentagon. In 1978, he was selected to participate in the Federal Executive Development Program and in 1981, he was appointed to the Senior Executive Service. In 1970 and 1971, he attended the Woodrow Wilson School, Princeton University and was a Princeton Fellow in Public Affairs. Mr. Fong received the Air Force Meritorious Civilian Service Award in 1982. Mr. Fong has passed the uniform certified public accountant exam. In March 1994, Mr. Fong was one of twelve CEOs selected as Silver Award winners in FINANCIAL WORLD magazine's corporate American "Dream Team."


DARREN DULSKY

Darren Dulsky, President and Chief Operating Officer of Carmela's, has been in restaurant industry since 1976. Mr. Dulsky worked for Friendly Ice Cream for 15 years as Manager, Training Coordinator and District Manager. He then joined Sbarro, Inc., a publicly traded company, in 1991. Mr. Dulsky held several operations positions during the 13 years prior to being named Sr. VP Operations where he had management oversight for over 130 units covering 17 states. Mr. Dulsky developed the Carmela's concept and opened the first location in 2004. Mr. Dulsky attended Sinclair Community College.

Our Bylaws provide that we shall have that number of directors determined by the majority vote of the board of directors. Currently we have one director.two directors. Each director will serve until our next annual shareholder meeting. Directors are elected for one-year terms. Our Board of Directors elects our officers at the regular annual meeting of the Board of Directors following the annual meeting of shareholders. Vacancies may be filled by a majority vote of the remaining directors then in office. Our directors and executive officers are as follows:


Audit committee financial expert

Identification of the audit committee


We do not have a separately designated standing audit committee. Pursuant to Section 3(a) (58) (B) of the Exchange Act, the entire Board of Directors acts as an audit committee for the purpose of overseeing the accounting and financial reporting processes, and audits of our financial statements. The Commission recently adopted new regulations relating to audit committee composition and functions, including disclosure requirements relating to the presence of an "audit committee financial expert" serving on its audit committee. In connection with these new requirements, our Board of Directors examined the Commission's definition of "audit committee financial expert" and concluded that we do not currently have a person that qualifies as such an expert. We have had minimal operations for the past two (2) years. We believe our current director would meet the qualifications of an "audit committee financial expert" were he not an officer of the Company.
13


17

Code of Ethics


We have adopted a code of ethic (the "Code of Ethics") that applies to our principal chief executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics is being designed with the intent to deter wrongdoing, and to promote the following:


·  

·

Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships

·  

·

Full, fair, accurate, timely and understandable disclosure in reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by the small business issuer

·  

·

Compliance with applicable governmental laws, rules and regulations

·  

·

The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code

·  

·

Accountability for adherence to the code


ITEM 11. EXECUTIVE COMPENSATCOMPENSATIONION


The following table and the accompanying notes provide summary information for each of the last three fiscal years concerning cash and non-cash compensation paid or accrued.

General


General

We currently have onetwo executive officer,officers, our Chief Executive Officer, Mr. Ronald Heineman, who is also our Principal Executive Officer and Mr. Henry Fong, who is also our principal executive officerChief Financial Officer and also our principal financial officer.


Compensation discussion and analysis


Our executive compensation is determined by our Board of Directors, which has estimated the value of management services providedand no compensation is currently accruing by our executive officers.

18

Summary Compensation Table

SUMMARY COMPENSATION TABLE (1)

Name and principal position

(a)

Year

(b)

Salary ($)

(c)

Bonus ($)

(d)

Stock Awards ($)

(e)

Nonqualified
Deferred Compensation Earnings ($)

(h)

All Other Compensation ($)

(i)

Total ($)

(j)

Ronald
Heineman

2015

0

0

0

0

0

0

CEO

2014

0

0

0

0

0

0

Henry Fong

2015

0

0

0

0

0

0

CFO

2014

0

0

0

0

10,000

10,000

(1) Unless stated otherwise, the business address for each person named is c/o Greenfield Farms Food, Inc. In 2014, other compensation to Mr. Fong is accruing arepresented management feecompensation incurred in the first quarter of $7,500 per month that is paid from the Company's working capital when available. At December 31, 2012, Mr. Fong was owed $42,250.

14


Summary Compensation Table

SUMMARY COMPENSATION TABLE

Name and
principal position
(a)
 
Year
(b)
 
Salary ($)
(c)
  
Bonus ($)
(d)
  
Stock Awards ($)
(e)
  
Nonqualified Deferred Compensation Earnings ($)
(h)
  
All Other Compensation ($)
(i)
  
Total ($)
(j)
 
                     
                     
Henry Fong CEO (4) 2012  52,500   0   0   0   0   52,500 
  2011  N/A   N/A   N/A   N/A   N/A   0 
                           
Larry Moore CEO (4)(5) 2012  14,120   0   0   0   130,000   144,120 
  2011  69,965   0   0   50,035   0   120,000 
                           
Donna Moore VP (4)(5) 2012  0   0   0   0   0   0 
  2011  13,817   0   0   46,183   0   60,000 

(1)Unless stated otherwise, the business address for each person named is c/o Greenfield Farms Food, Inc.
(2)Calculated pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of 1934
(3)We believe that each individual or entity named has sole investment and voting power with respect to the shares of common stock indicated as beneficially owned by them (subject to community property laws where applicable) and except where otherwise noted.
(4)Mr. Fong became our Chief Executive Officer and Sole Director and Mr. and Mrs. Moore resigned their positions as officers and/or directors of the Company in June 2012. Mr. Moore remained as chief executive officer of our operating subsidiary.
(5)
On June 22, 2012, the Company accepted and entered into a Debt Settlement and Release Agreement dated June 18, 2012 with Larry and Donna Moore. The agreement compensated the Moore’s $130,000 with an initial payment of $80,000 and a Promissory Note from the Company for $50,000 due and payable 120 days from said date. In return for the compensation received, the Moore’s agreed to forgive $200,004.70 in deferred compensation and other debt owed by the Company and will assume approximately $30,933.46 in accounts payable by the Company. The $50,000 note remained due and payable at December 31, 2012.

2014.

We have not entered into any other employment agreements with our employees, Officers or Directors.

15


Stock Option Plan

We have not implemented a stock option plan at this time and since inception, have issued no stock options, SARs or other compensation. We may decide, at a later date, and reserve the right to, initiate such a plan as deemed necessary by the Board.


Compensation of directors


During

No compensation is paid to the year ended December 31, 2011, each of our independentCompany's directors (four persons) received compensation of common stock awards valued at $5,250 each. During the year ended December 31, 2012, these same persons each received stock awards valued at $5,250 for their services as independent directors fora director of the period from January until their resignations in June. We have no standard arrangements to compensate our directors for their services to us.


Company.

19

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCK HOLDER MAMATTERS

TTERS


Security ownership of certain beneficial owners.

Security ownership of management.

The following table contains certain information as of March 31, 2013June 16, 2016 as to the number of shares of Common Stock beneficially owned by (i) each person known by the Company to own beneficially more than 5% of the Company’sCompany's Common Stock, (ii) each person who is a Director of the Company, (iii) all persons as a group who are Directors and Officers of the Company, and as to the percentage of the outstanding shares held by them on such dates and as adjusted to give effect to this Offering.


 
Name of
Beneficial Owner
 
Number of Shares
Beneficially
Owned(1)
  
Preferred
Stock(2)
  
Total Shares Beneficially
Owned
  
Percent of
Class
 
             
Robert Byrd
Stockholder
  40,648,520   0   40,648,520   9.3%
Franklin Lee
Stockholder
  40,648,520   0   40,648,520   9.3%
Silvester Pepe
Stockholder
  40,000,000   0   40,000,000   9.1%
Stanley Wunderlich
Stockholder
  24,000,000   0   24,000,000   5.5%
                 
Henry Fong (2)(3)
Chief Executive Officer
  0   70,715   0   0%
All Executive Officers and Directors as a Group
(1 person) (2)(3)
  0   70715   0   0%

Name of
Beneficial Owner

 

Number of Shares

Beneficially
Owned (1)

 

 

Preferred

Stock (2)

 

 

Warrants

 

 

Total Shares Beneficially
Owned

 

 

Percent of
Class

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Darren Dulsky (4)

 

 

82,947

 

 

 

0

 

 

 

85,446

 

 

 

168,393

 

 

 

0.02%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald Heineman (3)(4)
Chief Executive Officer

 

 

82,947

 

 

 

1,000

 

 

 

85,446

 

 

 

168,933

 

 

 

0.02%

Henry Fong (2)(6)
Chief Financial Officer

 

 

0

 

 

 

70,715

 

 

 

 

 

 

 

0

 

 

 

0%

All Executive Officers and Directors as a Group
(2 persons) (2)(3)(4)(5)(6)

 

 

82,947

 

 

 

71,715

 

 

 

85,446

 

 

 

168,933

 

 

 

0.02%

_______________

(1) As of June 16,


__________
2016, 2016, 933,336,455 shares of our common stock were outstanding. Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of the record date are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Except as indicated by footnote, the persons named in the table above have the sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

(2) In March 2011, the Company authorized the issuance of up to 333 shares of $0.001 par value Series A Convertible Voting Preferred Stock (the "Series A Preferred") of which there were 96,623 shares outstanding as of December 31, 2013. Each share of Series A Preferred is convertible into .23 shares of common stock. If all shares of Series A Preferred were to be converted to shares of common stock as of June 16, 2016, a total of 22,223 shares would be issued to the holders of the Series B Preferred including 16,265 that would be beneficially owned by Mr. Fong through his wife. The Series A Preferred also carries voting rights on an "as if converted" basis.

(3) Effective September 22, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Series D Preferred Stock to Mr. Ronald Heineman, which provide him the right to vote up to 51% of the total voting shares able to vote on any and all shareholder matters.

(4) Includes warrants exercisable until October 2018 at the following exercise prices: 28,482 at $4.50; 28,482 at $0.02; and 28,482 at $0.025.

(5) Includes 82,947 shares held by a trust owned by Mr. Heineman's spouse.

(6) Includes 70,715 shares of Series A Preferred Stock owned by a company controlled by Mr. Fong's spouse.

(1) 
As of March 31, 2013, 438,068,808 shares of our common stock were outstanding. Beneficial ownership is determined in accordance with the rules of the SEC, and includes general voting power and/or investment power with respect to securities. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days of the record date are deemed outstanding for computing the beneficial ownership percentage of the person holding such options or warrants but are not deemed outstanding for computing the beneficial ownership percentage of any other person. Except as indicated by footnote, the persons named in the table above have the sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.20

(2)  In March 2011, the Company authorized the issuance of up to 100,000 shares of $0.001 par value Series A Convertible Voting Preferred Stock (the "Series A Preferred") of which there were 96,623 shares outstanding as of December 31, 2012. Each share of Series A Preferred is convertible into 7,000 shares of common stock. If all shares of Series A Preferred were to be converted to shares of common stock as of December 31, 2012, a total of 676,361,000 shares would be issued to the holders of the Series B Preferred including 495,005,000 that would be beneficially owned by Mr. Fong. The Series A Preferred also carries voting rights on an "as if converted" basis providing for effective control of the Company by the holders of the Series A Preferred.
(3)  Includes 70,715 shares of Series B Preferred Stock owned by a company controlled by Mr. Fong's spouse.

The directors, executive officers, their affiliates, and related parties own, directly or indirectly, beneficially and in the aggregate, the majority of the voting power of the outstanding capital of the Company. Accordingly, directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital and the dissolution, merger or sale of the Company's assets.


Changes in control


We experienced a change in control in June 2012 when our then Chief Executive Officer, Mr. Larry Moore, sold 85,000

Effective September 22, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Series AD Preferred Stock owned byto Mr. Ronald Heineman, which provide him the right to two investors including an affiliatevote up to 51% of our current Chief Executive Officer, Mr. Henry Fong.the total voting shares able to vote on any and all shareholder matters; thereby giving him effective control of the Company. We are currently not aware of any other arrangements that could result in a change in control of the Company.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.


Transactions with Related Persons


On June 22, 2012,

Entities controlled by the Company acceptedmembers have loaned monies to COHP for working capital purposes. The loans are non-interest bearing and entered into a Debt Settlement and Release Agreement dated June 18, 2012 with Larry and Donna Moore. have no specific terms of repayment. A related party loan from KB Air is secured by all the assets of the Company.

The agreement compensated the Moore’s $130,000 with an initial payment of $80,000 and a Promissory Note from the Company for $50,000 due and payable 120 days from said date. In returnactivity for the compensation received, the Moore’s agreed to forgive $200,004.70 in deferred compensationyears ended December 31, 2015 and other debt owed by2014 for all loans from officers of the Company and will assume approximately $30,933.46 in accounts payable by the Company. Additionally Larry C. Moore was appointed President of the Greenfield Farms Grassfed Beef, Inc. the Company's operating subsidiary and assumed all operational control of the subsidiary.


other related parties is as follows:

 

 

December 31,

 

 

 

2015

 

 

2014

 

Beginning balance

 

$321,591

 

 

$100,687

 

Advances, net

 

 

193,341

 

 

 

220,904

 

Notes reclassified to non-related party

 

 

(31,000)

 

 

-

 

 

 

$483,932

 

 

$321,591

 

Review, approval or ratification of transactions with related persons


Our entire board of directors is responsible for the review, approval or ratification of transactions with related persons. The board routinely reviews material related party transactions to ensure such transactions are reasonable, appropriate, and in the best interests of the Corporation. We have no written policies with respect to the review and approval of related party transactions and records of such reviews are contained in the minutes and/or reports of the board of directors as appropriate.


Director Independence


Our board of directors has one directortwo directors and has no standing sub-committees at this time due to the associated expenses and the small size of our board. We are not currently listed on a national securities exchange that has requirements that a majority of the board of directors be independent and have no members of our board considered “independent”"independent" under the definition set forth in the listing standards of the NASDAQ Stock Market, Inc., which is the definition that our board has chosen to use for the purposes of the determining independence.

17

In performing the functions of the audit committee, our board oversees our accounting and financial reporting process. In this function, our board performs several functions. Our board, among other duties, evaluates and assesses the qualifications of the Company’sCompany's independent auditors; determines whether to retain or terminate the existing independent auditors; meets with the independent auditors and financial management of the Company to review the scope of the proposed audit and audit procedures on an annual basis; reviews and approves the retention of independent auditors for any non-audit services; reviews the independence of the independent auditors; reviews with the independent auditors and with the Company’sCompany's financial accounting personnel the adequacy and effectiveness of accounting and financial controls and considers recommendations for improvement of such controls; reviews the financial statements to be included in our annual and quarterly reports filed with the Securities and Exchange Commission; and discusses with the Company’sCompany's management and the independent auditors the results of the annual audit and the results of our quarterly financial statements.

21

We do not currently have a standing compensation committee or non-employee directors. When we have non-employee directors on our board, those non-employee directors consider executive officer compensation, and our entire board participates in the consideration of director compensation. Non-employee board members would oversee would compensation policies, plans and programs. Our non-employee board members would further review and approve corporate performance goals and objectives relevant to the compensation of our executive officers; review the compensation and other terms of employment of our Chief Executive Officer and our other executive officers; and administer our equity incentive and stock option plans.


Each of our directors participates in the consideration of director nominees. In addition to nominees recommended by directors, our board will consider nominees recommended by shareholders if submitted in writing to our secretary. Our board believes that any candidate for director, whether recommended by shareholders or by the board, should be considered on the basis of all factors relevant to our needs and the credentials of the candidate at the time the candidate is proposed. Such factors include relevant business and industry experience and demonstrated character and judgment.


ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES


Fees Billed For Audit and Non-Audit Services


The following table represents the aggregate fees billed for professional audit services rendered to the independent auditor, Silberstein Ungar, PLLC for our audit of the annual financial statements for the yearsyear ended December 31, 20122013 and 2011.for our current auditor KLJ & Associates, LLP for the year ended December 31, 2014. Audit fees and other fees of auditors are listed as follows:


Year Ended December 31 
2012 (2)
  
2011 (2)
 
       
Audit Fees (1)
 $11,750  $6,500 
Audit-Related Fees (3)
  -   - 
Tax Fees (4)
  -   - 
All Other Fees (5)
  -   - 
         
Total Accounting Fees and Services $11,750  $6,500 
18


Year Ended December 31

 

2015 (2)

 

 

2014 (2)

 

 

 

 

 

 

 

 

Audit Fees (1)

 

$27,800

 

 

$27,800

 

Audit-Related Fees (3)

 

 

-

 

 

 

-

 

Tax Fees (4)

 

 

-

 

 

 

-

 

All Other Fees (5)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Accounting Fees and Services

 

$27,800

 

 

$27,800

 

(1)

Audit Fees. These are fees for professional services for the audit of our annual financial statements, and for services that are normally provided in connection with statutory and regulatory filings or engagements including review of our quarterly financial statements.

statements.

(2)

The amounts shown in 20112013 and 20122014 relate to (i) the audit of our annual financial statements for the fiscal years ended December 31, 20112013 and 20122014 and (ii) reviews of our quarterly financial statements. For the year ended December 31, 2014, $2,600 of the audit fees were paid to Silberstein Ungar, PLLC for their review of the Company's first quarter financial statements prior to their resignation as the Company's auditor.

(3)

Audit-Related Fees. These are fees for the assurance and related services reasonably related to the performance of the audit or the review of our financial statements.

(4)

Tax Fees. These are fees for professional services with respect to tax compliance, tax advice, and tax planning.

(5)

All Other Fees. These are fees for permissible work that does not fall within any of the other fee categories, i.e., Audit Fees, Audit-Related Fees, or Tax Fees.


Pre-Approval Policy for Audit and Non-Audit Services


We do not have a standing audit committee, and the full Board performs all functions of an audit committee, including the pre-approval of all audit and non-audit services before we engage an accountant. All of the services rendered to us by KLJ & Associates, LLP and Silberstein Ungar, PLLC were pre-approved by our Board of Directors.


The new policies and procedures will be detailed as to the particular service, will require that the Board or an audit committee thereof be informed of each service, and will prohibit the delegation of pre-approval responsibilities to management. It is currently anticipated that our new policy will provide (i) for an annual pre-approval, by the Board or audit committee, of all audit, audit-related and non-audit services proposed to be rendered by the independent auditor for the fiscal year, as specifically described in the auditor's engagement letter, and (ii) that additional engagements of the auditor, which were not approved in the annual pre-approval process, and engagements that are anticipated to exceed previously approved thresholds, will be presented on a case-by-case basis, by the President or Controller, for pre-approval by the Board or audit committee, before management engages the auditors for any such purposes. The new policy and procedures may authorize the Board or audit committee to delegate, to one or more of its members, the authority to pre-approve certain permitted services, provided that the estimated fee for any such service does not exceed a specified dollar amount (to be determined). All pre-approvals shall be contingent on a finding, by the Board, audit committee, or delegate, as the case may be, that the provision of the proposed services is compatible with the maintenance of the auditor's independence in the conduct of its auditing functions. In no event shall any non-audit related service be approved that would result in the independent auditor no longer being considered independent under the applicable rules and regulations of the Securities and Exchange Commission.
19

22

PART IV


ITEM 15. EXHIBITS


Exhibits


Exhibit
Number

Description

3.1

Articles of Incorporation (Incorporated by reference from Exhibit No. 3.1 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)

3.2

Bylaws (Incorporated by reference from Exhibit No. 3.2 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)

3.3

Certificate of Amendment to Articles of Incorporation (Incorporated by reference from Exhibit No. 3.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)

4.1

Certificate of Designation for Series A Preferred Stock (Incorporated by reference from Exhibit No. 4.1 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)

4.2

Certificate of Designation of Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for the period ended September 30, 2013 filed on November 14, 2013)

4.3

Certificate of Designation of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on November 4, 2013)

4.4

Certificate of Designation of Series D Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 of the Registrant's Current Report on Form 8-K filed on October 10, 2014)

10.1

Debt Settlement and Release Agreement with Larry C. Moore and Donna Moore dated July 18, 2012 (Incorporated by reference from Exhibit No. 10.3 of the Registrant's Current Report on Form 8-K filed on April 5, 2011)

10.2

Asset Purchase Agreement (the "Agreement") by and among COHP, LLC, an Ohio limited liability corporation ("COHP"); and Carmela's Pizzeria CO, Inc., a Colorado corporation ("Carmela's CO"), and its parent Greenfield Farms Food, Inc., a Nevada corporation ("Greenfield") dated October 29, 2013 (Incorporated by reference to Exhibit 4.1 of the Registrant's Current Report on Form 8-K filed on November 4, 2013)

14.1

Code of Ethics (Incorporated by reference from Exhibit No. 14.1 of the Registrant's Registration Statement on Form S-1 filed on February 12, 2009)

31.1

Certification of Principal Executive Officer Sec. 302 (Filed herewith)

31.2

Certification of Principal Financial Officer Sec. 302 (Filed herewith)

32.1

Certification of Chief Executive Officer Sec. 906 (Filed herewith)

101.INS**32.1

Certification of Chief Financial Officer Sec. 906 (Filed herewith)

101.INS

XBRL Instance Document (Filed herewith)

101.SCH**

101.SCH

XBRL Schema Document (Filed herewith)

101.CAL**

101.CAL

XBRL Calculation Linkbase Document (Filed herewith)

101.DEF**

101.DEF

XBRL Definition Linkbase Document (Filed herewith)

101.LAB**

101.LAB

XBRL Label Linkbase Document (Filed herewith)

101.PRE**

101.PRE

XBRL Presentation Linkbase Document (Filed herewith)


** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
20


23

SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


GREENFIELD FARMS FOOD, INC.

(Registrant)

 (Registrant)

Dated: July 21, 2016

By:

/s/ Ronald Heineman

Date: April 15, 2013

Ronald Heineman

Chief Executive Officer and
Principal Executive Officer

By:

/s/ Henry Fong

Henry Fong

President, Principal Executive

Chief Financial Officer and
Principal Financial Officer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Date: April 15, 2013

Dated: July 21, 2016

By:

/s/ Ronald Heineman

Ronald Heineman

Director

By:

/s/ Henry Fong

Henry Fong

Director

 
24
Henry Fong
 Director
21

GREENFIELD FARMS FOOD, INC.

Index to Consolidated Financial Statements


Page

Report of Independent Registered Public Accounting FirmFirms

F-1

F-1

Consolidated Balance Sheets at December 31, 20122015 and 20112014

F-2

F-2
Consolidated Statements of Operations for the years ended December 31, 20122015 and 20112014

F-3

F-3

Consolidated Statement of Shareholders' Deficit as of December 31, 20122015 and 2014

F-4

F-4
Consolidated Statements of Cash Flows for the years ended December 31, 20122015 and 20112014

F-5

F-5

Notes to Consolidated Financial Statements

F-6 – F-13F-20

25

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Silberstein Ungar, PLLC CPAs and Business Advisors


Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

Stockholders of

Greenfield Farms Food, Inc.
Charlotte, North Carolina

We have audited the accompanying consolidated balance sheets of GreenfieldofGreenfield Farms Food, Inc. (the “Company”) as of December 31, 20122015 and 20112014 and the related consolidated statements of operations, stockholders’ deficit,stockholders' equity (deficit), and cash flows for the years then ended. TheseGreenfield Farms Food, Inc.'s management is responsible for these consolidated financial statements are the responsibility of the Company's management.statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.


audit.

We conducted our auditsaudit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Companycompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our auditsaudit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’scompany's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financialconsolidated statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Greenfield Farms Food, Inc. as of December 31, 20122015 and 2011 and2014, the results of itstheir operations, and itstheir cash flows, for the years then ended December 31, 2015 and 2014, in conformity with accounting principles generally accepted in the United States of America.


The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  

As discussed in Note 11(12) to the consolidated financial statements, the Company has not yet realized significant revenuesincurred losses from operations, has recognized significant losses in 2012 and 2011negative working capital and is in need of workingadditional capital in order to grow its operations. These factors raise substantial doubt about the Company’sCompany's ability to continue as a going concern. Management’sManagement's plans within regard to these matters are also described in Note 11.(12). The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result fromshould the outcome of this uncertainty.


/s/ Silberstein Ungar, PLLC

Bingham Farms, Michigan
April 11, 2013
F-1

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED BALANCE SHEETS
       
  December 31, 2012  December 31, 2011 
ASSETS      
       
Current Assets      
Cash and cash equivalents $97  $4,454 
Inventory  -   5,921 
Deferred charges  1,562   9,625 
Total Current Assets  1,659   20,000 
         
Property and equipment, net  15,894   40,522 
         
Other Assets        
Security deposits  303   2,435 
         
Total Assets $17,856  $62,957 
         
LIABILITIES AND STOCKHOLDERS' DEFICIT        
         
Liabilities        
Current Liabilities        
Accounts payable $91,680  $40,024 
Accrued wages and taxes  -   132,349 
Accrued interest  5,744   1,742 
Accrued interest – related parties  6,007   1,530 
Accrued interest – convertible notes payable  18,605   3,345 
Derivative liability  214,807   - 
Notes payable  50,000   50,000 
Notes payable – related parties  81,100   31,000 
Convertible notes payable, net of debt discount  129,056   82,500 
         
Total Liabilities  596,999   342,490 
         
Stockholders’ Deficit        
         
Preferred stock, par value $.001        
50,000,000 shares authorized;        
96,623 series A convertible        
shares issued and outstanding  97   97 
Common stock, par value $.001        
950,000,000 shares authorized; 345,494,891 and        
323,048,520 shares issued and outstanding, respectively  345,495   323,049 
Additional paid-in capital  (30,201)  (243,435)
Accumulated deficit  (894,534)  (359,244)
         
Total Stockholders' Deficit  (579,143)  (279,533)
         
Total Liabilities and Stockholders’ Deficit $17,856  $62,957 
Company be unable to continue as a going concern.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

Edina, MN

July 20, 2016

F-1

GREENFIELD FARMS FOOD, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

December 31,
2015

 

 

December 31,
2014

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$54,423

 

 

 

59,843

 

Credit card receivables

 

 

4,459

 

 

 

3,726

 

Inventory

 

 

25,309

 

 

 

29,734

 

Deferred charges

 

 

1,834

 

 

 

4,063

 

Total Current Assets

 

 

86,025

 

 

 

97,366

 

 

 

 

 

 

 

 

 

 

Property and Equipment

 

 

 

 

 

 

 

 

Equipment, computer hardware and software

 

 

178,771

 

 

 

152,871

 

Accumulated depreciation

 

 

(118,443)

 

 

(94,819)

Property and equipment, net

 

 

60,328

 

 

 

58,052

 

 

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

 

 

 

 

Security deposits

 

 

4,128

 

 

 

4,128

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$150,481

 

 

$159,546

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable

 

72,869

 

 

$93,883

 

Accrued wages and payroll expenses

 

 

23,444

 

 

 

9,695

 

Accrued interest

 

 

32,342

 

 

 

13,742

 

Accrued interest – related parties

 

 

-

 

 

 

12,153

 

Accrued interest – convertible notes payable

 

 

48,194

 

 

 

18,134

 

Derivative liability

 

 

572,565

 

 

 

266,162

 

Notes payable

 

 

81,300

 

 

 

50,200

 

Notes payable – related parties

 

 

483,932

 

 

 

321,591

 

Convertible notes payable, net of debt discount

 

 

319,384

 

 

 

221,994

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

1,634,030

 

 

 

1,007,554

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

 

 

Preferred stock, par value $.001

 

 

 

 

 

 

 

 

50,000,000 shares authorized; 96,623 series A convertible shares issued and outstanding

 

 

97

 

 

 

97

 

44,000 series B convertible shares issued and outstanding

 

 

44

 

 

 

44

 

1,000 series D shares issue and outstanding

 

 

1

 

 

 

1

 

Common stock, par value $.001 3,950,000,000 shares authorized; 719,614,372 and 4,930,736 shares issued and outstanding, respectively

 

 

719,614

 

 

 

4,931

 

Warrants

 

 

507,280

 

 

 

507,280

 

Additional paid-in capital

 

 

382,933

 

 

 

1,007,930

 

Accumulated deficit

 

 

(3,093,518)

 

 

(2,368,291)

 

 

 

 

 

 

 

 

 

Total Stockholders' Deficit

 

 

(1,483,589)

 

 

(848,008)

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

 

$150,481

 

 

$159,546

 

The accompanying notes are an integral part of thethese consolidated financial staements.

F-2

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
       
  Year ended December 31, 2012  Year ended December 31, 2011 
       
Gross Revenues $15,659  $104,576 
Cost of Goods Sold  15,601   119,938 
         
Gross Profit (Loss)  58   (15,362)
         
Operating Expenses        
Professional fees  42,501   25,701 
Rent  10,206   18,330 
Wages and taxes  81,750   196,200 
Consulting  48,875   4,250 
Advertising  -   15,628 
Equipment rental  5,814   14,670 
Auto expense  4,550   30,629 
Insurance  754   6,746 
Telephone and utilities  4,125   7,051 
Depreciation  5,818   6,041 
General and administrative  104,079   11,619 
Loss on sale of equipment  10,845   - 
Total Operating Expenses  319,317   336,865 
         
Loss From Operations  (319,259)  (352,227)
         
Other Income (Expenses)        
Interest expense  (23,739)  (6,617)
Change in derivative liability  147,643   - 
Derivative expense  (168,950)  - 
Loss on conversion of debt  (44,629)  - 
Amortization expense on discount of debt  (126,356)  - 
Loss Before Income Taxes  (535,290)  (358,844)
         
Provision for Income Taxes  -   - 
         
Net Loss $(535,290) $(358,844)
         
Weighted Average Number of Shares Outstanding:        
Basic and Diluted  329,946,886   345,690,693 
         
Net Loss per Share:        
Basic and Diluted $(0.00) $(0.00)

statements.

F-2

GREENFIELD FARMS FOOD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

 

 

 

 

 

 

 

Year ended

 

 

 

December 31,

 

 

 

2015

 

 

2014

 

Sales

 

 

 

 

 

 

Food and beverage

 

$1,646,269

 

 

$1,594,058

 

Vending receipts

 

 

15,322

 

 

 

9,430

 

Total sales

 

 

1,661,591

 

 

 

1,603,488

 

 

 

 

 

 

 

 

 

 

Cost of Goods Sold

 

 

1,420,002

 

 

 

1,345,423

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

241,589

 

 

 

258,065

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Telephone and utilities

 

 

90,380

 

 

 

96,280

 

Legal, accounting and professional fees

 

 

132,989

 

 

 

124,497

 

Rent

 

 

75,000

 

 

 

73,483

 

Advertising

 

 

13,697

 

 

 

19,386

 

Repairs and maintenance

 

 

26,083

 

 

 

30,677

 

Bank and credit card processing charges

 

 

28,700

 

 

 

31,779

 

Wages and taxes

 

 

97,354

 

 

 

104,035

 

Depreciation

 

 

24,267

 

 

 

22,014

 

Other

 

 

139,898

 

 

 

129,749

 

Total Operating Expenses

 

 

628,368

 

 

 

631,900

 

 

 

 

 

 

 

 

 

 

Loss From Operations

 

 

(386,779)

 

 

(373,835)

 

 

 

 

 

 

 

 

 

Other Expenses (Income)

 

 

 

 

 

 

 

 

Interest expense

 

 

54,260

 

 

 

24,689

 

Derivative expense

 

 

419,475

 

 

 

265,015

 

Change in derivative liability

 

 

(362,572)

 

 

(489,590)

Loss on conversion of debt

 

 

-

 

 

 

590,279

 

Amortization expense on discount of debt

 

 

227,285

 

 

 

276,889

 

Total Other Expenses (Income)

 

 

338,448

 

 

 

667,282

 

 

 

 

 

 

 

 

 

 

Loss Before Provision for Income Tax

 

 

(725,227)

 

 

(1,041,117)

 

 

 

 

 

 

 

 

 

Provision for Income Tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net Income (Loss)

 

$(725,227)

 

$(1,041,117)

 

 

 

 

 

 

 

 

 

Weighted Average Number of Shares Outstanding:

 

 

 

 

 

 

 

 

Basic and Diluted

 

 

187,544,227

 

 

 

2,330,889

 

Net Loss per Share:

 

 

 

 

 

 

 

 

Basic and Diluted

 

$(0.00)

 

$(0.45)

The accompanying notes are an integral part of thethese consolidated financial staements.

F-3

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
AS OF DECEMBER 31, 2012
  Preferred Stock  Common Stock  
Additional
Paid in
  Accumulated  
Total Stockholders’
Equity
 
  Shares  Amount  Shares  Amount  Capital  Deficit   (Deficit) 
                      
Balance, January 1, 2011  -   -   40,000   1   2,999   (400)   2,600 
                             
Effects of the reverse merger  -   -   1,204,360,000   30,109   44,891   -   75,000 
                             
Exchange of common stock for Series A Preferred stock  96,623   97   (881,351,480)  (22,034)  21,937   -   - 
                             
Forward stock split 40:1  -   -   -   314,973   (314,973)  -   - 
                             
Contributed capital  -   -   -   -   1,711   -   1,711 
                             
Net loss for the year ended December 31, 2011  -   -   -   -   -   (358,844)  (358,844)
                             
Balance December 31, 2011  96,623   97   323,048,520   323,049  $(243,435  (359,244) $(279,533
                             
Forgiveness of shareholder debt  -   -   -   -   98,501   -   98,501 
                             
Stock issued for services  -   -   2,384,259   2,384   71,366       73,750 
                             
Issuance for note conversion  -   -   20,062,112   20,062   (1,262)  -   18,800 
                             
Loss on note conversion  -   -   -   -   44,629   -   44,629 
                             
Net loss for the year ended December 31, 2012  -   -   -   -   -   (535,290  (535,290)
                             
Balance December 31, 2012  96,623  $97   345,494,891  $345,495  $(30,201 $      (894,534) $(579,143)

statements.

F-3

GREENFIELD FARMS FOOD, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

 

 

 

Preferred stock

 

 

Common stock

 

 

 

 

Additional
paid-in

 

 

Accumulated

 

 

Total stockholders'

 

 

 

Shares

 

 

Par value

 

 

Shares

 

 

Par value

 

 

Warrants

 

 

capital

 

 

deficit

 

 

deficit

 

Balance at December 31, 2013 (Restated)

 

 

140,623

 

 

 

141

 

 

 

485,776

 

 

 

486

 

 

 

507,280

 

 

 

145,247

 

 

 

(1,327,174)

 

 

(674,020)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common

stock to convertible noteholders

 

 

-

 

 

 

-

 

 

 

4,444,960

 

 

 

4,445

 

 

 

-

 

 

 

272,405

 

 

 

-

 

 

 

276,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Beneficial conversion feature recroded for convertible debt

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

590,279

 

 

 

-

 

 

 

590,279

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of series D preferred stock

 

 

1,000

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,041,117)

 

 

(1,041,117)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2014 (Restated)

 

 

141,623

 

 

$142

 

 

 

4,930,736

 

 

$4,931

 

 

$507,280

 

 

$1,007,930

 

 

$(2,368,291)

 

$(848,008)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common

stock to convertible noteholders

 

 

-

 

 

 

-

 

 

 

714,682,976

 

 

 

714,682

 

 

 

-

 

 

 

(624,996)

 

 

-

 

 

 

89,686

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock to round up reverse split

 

 

-

 

 

 

-

 

 

 

660

 

 

 

1

 

 

 

-

 

 

 

(1)

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(725,227)

 

 

(725,227)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2015

 

 

141,623

 

 

$142

 

 

 

719,614,372

 

 

$719,614

 

 

$507,280

 

 

$382,933

 

 

$(3,093,518)

 

$(1,483,549)

The accompanying notes are an integral part of thethese consolidated financial statements.

F-4

GREENFIELD FARMS FOOD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
       
  Year ended December 31, 2012  Year ended December 31, 2011 
Cash Flows from Operating Activities      
Net loss for the year $(535,290) $(358,844)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:        
Depreciation  5,818   6,041 
Loss on sale of equipment  10,845   - 
Derivative expense  168,950   - 
Amortization of debt discount  126,356   - 
Stock issued for services  73,750   - 
Change in value of derivative liability  (147,643)  - 
Loss on conversion of debt  44,629   - 
Changes in Assets and Liabilities        
(Increase) decrease in inventory  5,921   (5,921)
(Increase) decrease in deferred offering costs  8,063   (9,625)
Increase in accounts payable  79,027   39,624 
Increase (decrease) in accrued wages and taxes  (11,219)  132,349 
Increase in accrued interest  4,002   1,742 
Increase in accrued interest – related parties  4,477   1,530 
Increase in accrued interest – convertible notes payable  15,260   3,345 
Net Cash used in Operating Activities  (147,054)  (189,759)
         
Cash Flows from Investing Activities:        
Purchase of property and equipment  (535)  (46,563)
Proceeds from sale of equipment  8,500   - 
Cash received in merger  -   75,000 
Security deposits  2,132   (2,435)
Net Cash Provided by Investing Activities  10,097   26,002 
         
Cash Flows from Financing Activities:        
Proceeds from notes payable  -   50,000 
Proceeds from notes payable - related parties  100   36,000 
Payments on notes payable - related parties  -   (5,000)
Proceeds from convertible notes payable  132,500   82,500 
Proceeds from the sale of common stock  -   3,000 
Contributed capital  -   1,711 
Net Cash Provided by Financing Activities  132,600   168,211 
         
Net Increase (Decrease) in Cash and Cash Equivalents  (4,357)  4,454 
Cash and Cash Equivalents – Beginning  4,454   - 
Cash and Cash Equivalents - Ending $97  $4,454 
         
Supplemental Cash Flow Information:        
Cash paid for interest $40  $- 
Cash paid for income taxes $-  $- 
Non-Cash Investing and Financing Activities:        
Forgiveness of shareholder debt $98,501  $- 
Common stock issued for debt conversion $18,800  $- 
Issuance of note payable to former shareholder $50,000  $- 
Additional paid in capital $213,234  $- 
Initial value of debt discount on convertible notes $193,500  $- 

F-4

GREENFIELD FARMS FOOD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

Year ended

 

 

 

December 31,

 

 

 

2015

 

 

2014

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss for the period

 

$(725,227)

 

$(1,041,117)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

24,267

 

 

 

22,014

 

Amortization of deferred financing costs

 

 

9,941

 

 

 

10,549

 

Amortization of discount on debt

 

 

227,285

 

 

 

276,889

 

Change in derivative liability

 

 

(362,572)

 

 

(489,590)

Initial derivative liability expense

 

 

419,475

 

 

 

265,015

 

Loss on conversion of debt

 

 

-

 

 

 

590,279

 

Convertible notes issued for services

 

 

50,000

 

 

 

26,000

 

Changes in Assets and Liabilities:

 

 

 

 

 

 

 

 

Decrease in prepaid expense

 

 

-

 

 

 

3,691

 

Increase in inventory

 

 

4,425

 

 

 

(21,248)

Increase in accounts receivable

 

 

(733)

 

 

-

 

(Increase) decrease in deferred debt charges

 

 

(7,713)

 

 

299

 

Decrease in credit card receivable

 

 

-

 

 

 

1,192

 

Decrease in security deposits

 

 

-

 

 

 

1,475

 

(Decrease) increase in accounts payable

 

 

10,486

 

 

 

(18,681)

Increase (decrease) in accrued expenses

 

 

52,448

 

 

 

(8,702)

Net Cash used in Operating Activities

 

 

(297,918)

 

 

(381,935)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

 

(26,543)

 

 

(4,482)

Net Cash Provided by (Used in) Investing Activities

 

 

(26,543)

 

 

(4,482)

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

 

Proceeds from notes payable - related parties

 

 

354,045

 

 

 

520,588

 

Proceeds from notes payable

 

 

300

 

 

 

200

 

Proceeds from convertible notes payable

 

 

128,100

 

 

 

226,600

 

Payments of notes payable - related parties

 

 

(160,704)

 

 

(299,685)

Payments of notes payable

 

 

(2,700)

 

 

-

 

Payments on convertible notes payable

 

 

-

 

 

 

(6,465)

Net Cash Provided by Financing Activities

 

 

319,041

 

 

 

441,238

 

 

 

 

 

 

 

 

 

 

Net Increase in Cash and Cash Equivalents

 

 

(5,420)

 

 

54,821

 

Cash and Cash Equivalents – Beginning

 

 

59,843

 

 

 

5,022

 

Cash and Cash Equivalents End of Period

 

$54,423

 

 

$59,843

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$1,851

 

 

$1,851

 

Cash paid for income taxes

 

 

-

 

 

$-

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Interest accrued on convertible notes

 

$32,258

 

 

$16,002

 

Debt discount from fair value of embedded derivatives

 

$249,500

 

 

$226,600

 

Common stock issued for covertible notes and accrued interest

 

$89,686

 

 

$867,129

 

Accounts payable cancelled in exchange for convertible notes

 

$31,500

 

 

$26,000

 

The accompanying notes are an integral part of thethese consolidated financial staements.

F-5

GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2012

statements.

F-5

NOTE 1 – NATURE OF BUSINESS

Greenfield Farms Food, Inc. (the “Company”("GRAS" or the "Company") was incorporated under the laws of the State of North CarolinaNevada on December 30, 2010.  We areJune 2, 2008. In October 2013, the Company entered into an Asset Purchase Agreement (the "Agreement") with COHP, LLC ("COHP") through which the Company acquired certain of the assets and liabilities of COHP including the operations of Carmela's Pizzeria ("Carmela's") through a marketernewly formed wholly-owned subsidiary Carmela's Pizzeria CO, Inc. COHP, LLC was formed on May 1, 2011, under the laws of grass fed beef products tothe State of Ohio. Carmela's Pizzeria presently has three Dayton, Ohio area locations offering authentic New York style pizza. Carmela's offers a variety of grocery chains, retailers,full service menu for Dine In, Carry out and others, primarilyDelivery as well as pizza buffets in the region of Charlotte, NC.


select stores.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements for the years ended December 31, 2015 and 2014 include the accounts of the Company and Carmela's.

For SEC reporting purposes, Carmela's is treated as the continuing reporting entity that acquired GRAS. The reports filed after the transaction have been prepared as if Carmela's (accounting acquirer) were the legal successor to the Company's reporting obligation as of the date of the acquisition. Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Carmela's for all periods prior to the share exchange; and consolidated with the Company from the date of the share Exchange. All share and per share amounts of Carmela's have been retroactively adjusted to reflect the legal capital structure of the Company pursuant to FASB ASC 805-40-45-1.

Effective February 20, 2015, the Company effected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. The number of shares outstanding, share issuance information and per share information for all prior periods presented have been retroactively adjusted to reflect the new capital structure.

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”("GAAP" accounting). The Company has adopted a December 31 fiscal year end.


Consolidation
The Company has one wholly owned subsidiary, Greenfield Farms Grassfed Beef, Inc.  There are no significant intercompany transactions between the company and its subsidiary.

Fair Value of Financial Instruments

The carryingestimated fair value of financial instruments has been determined by the Company using available market information and appropriate methodologies; however, considerable judgment is required in interpreting information necessary to develop these estimates. Accordingly, the Company's estimates of fair values are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

The fair values of cash deferred charges,and cash equivalents, current non-related party accounts payable, accrued expenses, accrued interestreceivable, and notesaccounts payable approximate their fair value due tocarrying amounts because of the short periodmaturities of these instruments.

The fair values of notes and advances receivable from non-related parties approximate their net carrying values because of the allowances recorded as well as the short maturities of these instruments.

F-6

The fair values of notes and loans payable to non-related parties approximate their carrying values because of the short maturities of these instruments. The fair value of long-term debt to non-related parties approximates carrying values, net of discounts applied, based on market rates currently available to the Company.

Fair value measurements are determined under a three-level hierarchy for fair value measurements that prioritizes the inputs to valuation techniques used to measure fair value, distinguishing between market participant assumptions developed based on market data obtained from sources independent of the reporting entity ("observable inputs") and the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances ("unobservable inputs").

Fair value is the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the "exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company primarily uses prices and other relevant information generated by market transactions involving identical or comparable assets ("market approach"). The Company also considers the impact of a significant decrease in volume and level of activity for an asset or liability when compared with normal activity to identify transactions that are not orderly.

The highest priority is given to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Securities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The three hierarchy levels are defined as follows:

Level 1 – Quoted prices in active markets that is unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly;

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

The Company has determined that its derivative liabilities fall under Level 2. Derivative liabilities measured at fair value were $572,565 and $266,162 at December 31, 2015 and 2014, respectively.

Credit risk adjustments are applied to reflect the Company's own credit risk when valuing all liabilities measured at fair value. The methodology is consistent with that applied in developing counterparty credit risk adjustments, but incorporates the Company's own credit risk as observed in the credit default swap market.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Inventory
The inventory is comprised of grass fed beef parts (i.e. primarily steaks and ground beef).  The inventory cost includes the purchase price of the live cattle, slaughtering costs, processing and packaging cost. The Company uses the first-in, first-out inventory method to determine costs.
had no cash equivalents at either December 31, 2015 or 2014.

F-7

Property and Equipment

Property and equipment is stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the three to five year estimated useful lives of the assets.

Revenue Recognition

The Company recognizesrecords revenue when products are fullyall of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product/service is delivered, (3) the sales price to the customer is fixed or services have been provideddeterminable, and collection(4) collectability of the related customer receivable is reasonably assured.

F-6


GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2012

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

There is no stated right of return for products/services.

Reclassifications

Certain accounts and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes. Under the asset and liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities and are measured using enacted tax rates and laws that will be in effect, when the differences are expected to reverse. An allowance against deferred tax assets is recognized, when it is more likely than not, that such tax benefits will not be realized.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of December 31, 2012,2015 and 2014, the Company hashad not issued any stock-based payments to its employees.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’sCompany's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’sCompany's net income 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 for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding asAs of December 31, 2012.


2015 and 2014 there were warrants outstanding to purchase 179,886 shares of common stock.

Derivative financial instruments

Financial Instruments

The Company follows ASC 815-40, Derivatives and Hedging, Contracts in Entity’sEntity's own Equity. The Company’sCompany's convertible debt has conversion provisions based on a discount of the market price of the Company’sCompany's common stock.


The Company had derivative liabilities resulting from the issuance of convertible debt, which were measured at fair value on a recurring basis using an option pricing model. Consequently, the Company has adjusted the fair value of the derivative liabilities at both December 31, 20122015 and 2014 and recorded a gainloss related to the change in the value of the derivative liability of $147,643$362,572 and $489,590 in the statement of operations for the years ended December 31, 2015 and 2014, respectively, that were attributable to the change in unrealized gains or losses relating to the derivative liabilities still held at the reporting date for the yearyears ended December 31, 2012. There were no derivative liabilities at December 31, 2011, nor a gain or loss reported for the year ended December 31, 2011.

2015 and 2014.

F-8

Dividends

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


Advertising Costs

The Company’sCompany's policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0$13,697 and $15,628$19,386 during the years ended December 31, 20122015 and 2011,2014, respectively.

F-7


GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2012

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impairment of Long-Lived Assets

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Recent Accounting Pronouncements

There were various

Recent accounting standardspronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and interpretations issued during 2012, none of whichthe Securities Exchange Commission (the "SEC") did not or are expectednot believed by management to have a material impact on our present or future consolidated financial statements.

NOTE 3 – INVENTORIES

Inventories consist of food and beverages, and are stated at the Company’s financial position, operationslower of cost, or cash flows upon adoption.


market.

NOTE 34 – PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and consisted of the following at December 31:

  2012  2011 
Vehicles $20,774  $41,874 
Equipment  4,425   4,689 
Less: Accumulated depreciation  (9,305  (6,041)
Property and equipment, net $15,894  $40,522 

 

 

2015

 

 

2014

 

Equipment

 

$178,771

 

 

$152,871

 

Less: Accumulated depreciation

 

 

(118,443)

 

 

(94,819)

Property and equipment, net

 

$60,328

 

 

$58,052

 

Depreciation expense was $5,818$24,267 and $6,041$22,014 for the periods ended December 31, 20122015 and 2011.


2014.

NOTE 45NOTENOTES PAYABLE

On July 26, 2011, the Company issued

In October 2013, COHP assumed a promissory note issued by GRAS for $50,000.$50,000 as part of the recapitalization. The note is secured by the Company’sCompany's common stock, bears 8% interest, and was due on January 26, 2012. The note is currently in default. Total interest expense was $4,000 in each of the years ended December 31, 2015 and $1,7422014, respectively. Additional notes in the amount of $300 were issued in the year ended December 31, 2014 with $100 in payments made against those notes with accrued interest expense of $11 during the year ended December 31, 2014. The remaining balance of these notes of $200 with $11 in interest was repaid in the year ended December 31, 2015, while an additional note for $300 was issued and remained unpaid as of December 31, 2015 along with $13 in accrued interest.

During the year ended December 31, 2015, $31,000 in notes that had been classified as related party in previous periods were reclassified to notes payable as the noteholders were no longer considered parties related to the Company. As a result, the $31,000 in principal and $14,587 in accrued interest is now shown in "notes payable" and "accrued interest" on our balance sheets as of December 31, 2015.

F-9

NOTE 6 – NOTES PAYABLE – RELATED PARTIES

Entities controlled by the members have loaned monies to COHP for working capital purposes. The loans are non-interest bearing and have no specific terms of repayment. A related party loan from KB Air is secured by all the assets of the Company.

The activity for the years ended December 31, 20122015 and 2011, respectively.

NOTE 5 – NOTES PAYABLE – RELATED PARTIES
During the year ended December 31, 2011, several board members and shareholders loaned the company money to help fund operations.  The loans are all secured by the Company’s common stock, bear 8% interest and were due during the year ended December 31, 2011.

In 2012, the Company issued a promissory note for $50,000 to a former officer.  The Note2014 is secured by the Company’s stock and bears 8% interest.  All other debts have been settled with the former owner.

In September 2012, an officer and shareholder loaned $100 to the Company.  The loan is unsecured, bears 8% interest and is due on demand.

Total interest expense on the related party loans was $4,479 and $1,530 for the years ended December 31, 2012 and 2011, respectively.
F-8

GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2012
as follows:

 

 

December 31,

 

 

 

2015

 

 

2014

 

Beginning balance

 

$321,591

 

 

$100,687

 

Advances, net

 

 

193,341

 

 

 

220,904

 

Notes reclassified to non-related party

 

 

(31,000)

 

 

-

 

 

 

$483,932

 

 

$321,591

 

NOTE 67 – CONVERTIBLE NOTES PAYABLE

In September and November 2011, the Company borrowed $50,000 and $32,500 respectively, from Asher Enterprises, Inc. The convertible promissory notes accrue interest at the rate of 8% per annum.  They were due on September 7, 2012 and November 16, 2012, respectively. These notes are convertible by the holder after 180 days at 45% of the average of the lowest three closing bid prices in the ten trading day period before the conversion. The notes are currently in default.

On May 25, 2012 Asher Enterprises issued a notice of conversion to convert $10,000 of the September 2011 note for 4,347,826 shares at a price of $0.0023 per share.  The remaining balance of the note after the conversion was $40,000.

On November 2, 2012 Asher Enterprises issued a notice of conversion to convert $8,800 of the September 2011 note for 15,714,286 shares at a price of $0.00056 per share.  The remaining balance of the note after the conversion was $31,200. A $44,629 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the point of conversion.

On February 13, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $27,500 with an interest rate of 8% per annum due on November 13, 2012. The note is convertible by the holder after 180 days at 45% of the average of the lowest three closing bid prices in the ten trading day period before the conversion. The note is currently in default.

On June 15, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $83,500 with an interest rate of 8% per annum that is due on March 9, 2013. The note iswas convertible by the holder after 180 days at 35% of the lowest trading price in the sixty trading days before the conversion.


During the quarter ended December 31, 2013 Asher Enterprises issued notices of conversion to convert $20,600 on the June 2012 note for 132,010 shares at a price of $0.15 per share. The remaining balance of the note at December 31, 2013 was $6,350. An $87,148 loss on the conversion of the shares was recorded in 2013 as the note was in default and a derivative liability was no longer recorded at the time of conversions. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the $6,350 remaining balance along with $3,340 in accrued interest on the this note to 92,286 shares at a price of $0.11 per share. The remaining balance of the note after the conversions was $-0-. An $84,610 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

On August 1,12, 2012 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $20,000 with an interest rate of 8% per annum due on August 3, 2013. The note iswas convertible by the holder after 180 days at 35% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $20,000 balance along with $1,600 in accrued interest on this note to 188,714 shares at a price of $0.10 per share. The remaining balance of the note after the conversions was $-0-. A $123,850 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

On April 15, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $53,000 with an interest rate of 8% per annum due on October 30, 2013. The note is convertible by the holder after 180 days at 40% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $53,000 balance along with $2,120 in accrued interest on this note to 459,333 shares at a price of $0.12 per share. The remaining balance of the note after the conversions was $-0-. A $259,903 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

F-10

On April 15, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $15,500 with an interest rate of 8% per annum due on November 15, 2013. The note is convertible by the holder after 180 days at 40% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $15,500 balance along with $620 in accrued interest on this note to 134,333 shares at a price of $0.12 per share. The remaining balance of the note after the conversions was $-0-. A $51,905 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

On May 14, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $32,500 with an interest rate of 8% per annum due on February 13, 2014. The note was not yet convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued notices of conversion to convert the entire $32,500 balance along with $1,300 in accrued interest on this note to 250,370 shares at a price of $0.14 per share. The remaining balance of the note after the conversions was $-0-. A $111,209 decrease in derivative liability was recorded as a result of Decemberthese conversions.

On June 24, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $7,500 with an interest rate of 8% per annum due on March 19, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2012.


2014 Asher Enterprises issued a notice of conversion to convert the entire $7,500 balance along with $300 in accrued interest on this note to 57,778 shares at a price of $0.14 per share. The remaining balance of the note after the conversions was $-0-. A $27,314 decrease in derivative liability was recorded as a result of these conversions.

On September 19, 2013 the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $32,500 with an interest rate of 8% per annum due on June 12, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. During the three month period ended March 31, 2014 Asher Enterprises issued a notice of conversion to convert $16,600 in principal on this note to 122,963 shares at a price of $0.14 per share. The remaining balance of the note after those conversions was $15,900. In April 2014, the remaining balance of this note was acquired by CareBourn Capital, which converted the entire remaining balance of $15,900 plus $1,378 in interest into 127,984 shares at a price of $0.14 per share. The remaining balance of this note after these conversions was $-0-. A $52,025 decrease in derivative liability was recorded as a result of these conversions.

On August 21, 2012, the Company issued a convertible promissory note in the amount of $1,500.$1,500 to the Gulfstream 1998 Irrevocable Trust. The note iswas unsecured, due on demand and bearscarried interest at 8% per annum. The note iswas convertible into shares of common stock at the market price.


During the year ended December 31, 2013 an additional $25,900 was loaned and $5,664 was repaid on these notes. In addition, $4,000 of these notes were converted to 4,000 shares of our Series B preferred stock At October 1, 2013 the remaining notes with a balance of $12,736 that was convertible at market price were amended making them convertible at 45% of the lowest trading price in the thirty trading days before the conversion creating a derivative liability. During that same period, 6,604 in principal on these notes were converted to 44,470 shares of common stock at a price of $0.15. A $14,013 decrease in the derivative liability on these notes was recorded for the converted shares.

At December 31, 2013, there was $11,133 outstanding on convertible notes issued to the Gulfstream 1998 Irrevocable Trust. These notes are convertible at 45% of the lowest trading price in the thirty trading days before the conversion. During the year ended December 31, 2014 an additional $18,100 was loaned under the same conversion terms but are not convertible until six months following their issuance date. Also during that period a total of $9,166 was repaid on these notes. During the three month period ended March 31, 2014 the Trust issued a notice of conversion to convert $2,700 in principal on these notes to 20,000 shares at a price of $0.14 per share. A $14,013 decrease in derivative liability was recorded as a result of the conversion. The remaining balance of these notes was $17,367 at December 31, 2014 following these transactions. During the year ended December 31, 2015, a total of $2,500 was repaid on these notes and three notes totaling $13,100 were sold by the Trust to Codes Capital leaving a remaining balance on the notes of $1,767 at December 31, 2015.

At October 1, 2013, an $18,000 unsecured demand promissory note with an interest rate of 8% convertible to common stock at market was outstanding. In October 2013, the conversion terms of this note were changed making it convertible at 45% of the lowest trading price in the thirty trading days before the conversion, creating a derivative liability. The entire principal balance of this note was outstanding at December 31, 2013. During the three month period ended March 31, 2014 the holder of this note issued notices of conversion to convert the entire $18,000 balance on this note plus $138 in accrued interest to 122,144 shares at a price of $0.14 per share. The remaining balance of the note after the conversions was $-0-. A $61,473 decrease in derivative liability was recorded as a result of these conversions.

F-11

At October 1, 2013, the Company had an outstanding convertible promissory note to CareBourn Capital in the principal amount of $6,000 with an interest rate of 8% per annum due on December 19, 2013. The note was convertible by the holder at any time at 35% of the average of the three lowest trading prices in the ten trading days before the conversion. During the quarter ended December 31, 2013, CareBourn Capital converted $3,990 on this note for 26,590 shares at a price of $0.15 per share. A $45,495 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions. The remaining balance of the note after the conversions was $2,010 at December 31, 2013. During the quarter ended March 31, 2014, CareBourn Capital converted the $2,010 balance on this note plus $416 in accrued interest to 26,172 shares at a price of $0.15 per share. The remaining balance of the note after the conversions was $-0-. A $22,915 loss on the conversion of the shares was recorded as the note was in default and a derivative liability was no longer recorded at the time of conversions.

On October 1, 2013, the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $9,300 with an interest rate of 8% per annum due on June 1, 2014 upon the conversion of $9,300 in accounts payable to Cresthill. This note was convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion beginning six months from the issuance date. During the quarter ended March 31, 2014 this note was assigned to CareBourn Capital, which converted the entire note balance of $9,300 along with $145 in accrued interest into 89,949 shares of common stock at $0.15 per share. The remaining balance of this note was $-0- after this conversion and a loss on the conversion of $39,683 was recorded for the difference in the market value and the conversion price on the date of conversion.

On October 29, 2013, the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $25,000 with an interest rate of 8% per annum due on October 29, 2014 in payment of a $25,000 fee for work performed to complete the acquisition of the assets of Carmela's Pizzeria. This note is convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion beginning six months from the issue date. In the quarter ended December 31, 2014, $12,500 of this note was sold to Beaufort Capital the entire balance of which remained unpaid at both December 31, 2014 and 2015. In the quarter ended June 30, 2015, $6,250 of this note was sold to MM Visionary Consultants, which converted that entire balance to common stock in the quarter ended September 30, 2015 leaving a balance due to MM Visionary Consultants of $0 as of that date. A $31,388 decrease in derivative liability was recorded as a result of these conversions. During the quarter ended September 30, 2015, the remaining $6,250 of this note was sold to Microcap Equity leaving a remaining balance of $0 as of September 30, 2015 payable to Cresthill Associates. During the year ended December 31, 2015, Microcap equity converted $833 of this amount leaving a balance due at that date of $5,417 and a $4,183 decrease in derivative liability was recorded from this conversion.

In November 2013, the Company issued a convertible promissory note to Asher Enterprises in the principal amount of $22,500 with an interest rate of 8% per annum due on August 27, 2014. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. In April 2014, this note was sold and assigned to two entities unaffiliated with Asher or the Company including $9,000 sold to CareBourn Capital and $13,500 sold to Incipix Partners. During the three month period ended September, 2014 Incipix Partners issued a notice of conversion to convert $13,500 in principal and $657 in interest on this note to 209,732 shares at a price of $0.07 per share. A $20,251 decrease in derivative liability was recorded as a result of this conversion. The remaining balance of the note after those conversions was $9,000 payable to CareBourn Capital at both December 31, 2015 and 2014.

On December 9, 2013, the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $5,000 with an interest rate of 8% per annum due on June 9, 2014. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the quarter ended December 31, 2014, CareBourn sold this note to Booski Consulting, an unaffiliated third party, which converted $2,600 in principal on the note to 173,333 shares of common stock at $0.015 per share. A $5,013 decrease in derivative liability was recorded as a result of this conversion. The remaining balance of the note after those conversions was $2,400 at both December 31, 2015 and 2014.

In December 2013, the Company issued two convertible promissory notes to Gulfstream 1998 Trust in the aggregate principal amount of $5,000 with an interest rate of 8% per annum due on demand. These notes were convertible by the holder at any time at 45% of the lowest trading price in the ninety trading days before the conversion. At December 31, 2013, these notes were fully outstanding. During the year ended December 31, 2014 these note were repaid leaving no balance due at December 31, 2014.

F-12

In January 2014, the Company issued a total of $10,000 in convertible promissory notes to CareBourn Capital with an interest rate of 8% per annum due in July 2014. These notes are convertible by the holder at any time at 45% of the average of the three lowest trading prices in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $5,000 in principal and $237 in interest on these notes to 158,768 shares at a price of $0.03 per share. An $11,072 decrease in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $5,000 at both December 31, 2015 and 2014.

On February 18, 2014, the Company issued $62,500 in a convertible promissory note to CareBourn Capital with an interest rate of 8% per annum due in August 2014. This note is convertible by the holder at any time at 50% of the average of the three lowest trading prices in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $4,590 in principal on these notes leaving a balance due of $57,910 at December 31, 2014. An $8,900 decrease in derivative liability was recorded as a result of these conversions. The remaining balance of the note after conversions was $57,910 at December 31, 2014. During the year ended December 31, 2015, a total of $55,306 in principal on these notes was converted to 513,179,160 shares of common stock at a price equaling $.0001 per share. A $186,096 decrease in derivative liability was recorded as a result of these conversions. The principal balance due on this note was $2,604 as of December 31, 2015.

On March 3, 2014, the Company issued a convertible promissory note to LG Funding in the principal amount of $35,000 with an interest rate of 8% per annum due on February 25, 2015. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $16,200 in principal leaving a balance due of $18,800 as of December 31, 2014. During the year ended December 31, 2015, the entire $18,800 in remaining principal and $2,192 in accrued interest on these notes was converted to 126,923,611 shares of common stock at a price equaling $.0002 per share. A $62,323 decrease in derivative liability was recorded as a result of these conversions. The principal balance due on this note was $0 at December 31, 2015.

On April 7, 2014, the Company issued a convertible promissory note to Adar Bays in the principal amount of $37,000 with an interest rate of 8% per annum due on April 1, 2015. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. During the year ended December 31, 2014 the holder converted $12,004 in principal on these notes leaving a balance due of $24,996 as of December 31, 2014. During the year ended December 31, 2015, a total of $4,543 in principal on these notes was converted to 7,772,000 shares of common stock at a price equaling $.0006 per share. A $39,645 decrease in derivative liability was recorded as a result of these conversions. The principal balance due on this note was $20,453 at December 31, 2015.

On April 17, 2014, the Company issued a convertible promissory note to Beaufort Capital in the principal amount of $25,000 with an interest rate of 10% per annum due on October 17, 2014. The note is convertible by the holder after 180 days at 60% of the lowest closing bid price in the twenty trading days before the conversion. During the year ended December 31, 2014, $10,345 of these notes were converted leaving a balance due of $14,655 as of December 31, 2014 and December 31, 2015, respectively.

On July 15, 2014, the Company issued a convertible promissory note to Gregory Galanis in the principal amount of $13,500 with an interest rate of 8% per annum due on April 15, 2015, in exchange for $13,500 in debt owed Mr. Galanis for services rendered to the Company. The note is convertible by the holder after 180 days at 45% of the lowest closing bid price in the ninety trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014 and December 31, 2015, respectively.

On September 1, 2014, the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $12,500 with an interest rate of 8% per annum due on July 1, 2015, in exchange for $12,500 in debt owed Cresthill for services rendered to the Company. The note is convertible by the holder after 180 days at 45% of the lowest closing bid price in the thirty trading days before the conversion and the entire amount was outstanding at December 31, 2014. In the quarter ended September 30, 2015, the entire balance of this note was sold to Codes Capital, which converted a total of $1,763 in principal on these notes to 3,561,539 shares of common stock at a price equaling $.0005 per share. A $8,854 decrease in derivative liability was recorded as a result of these conversions. The principal balance due on this note was $10,737 at December 31, 2015.

On October 9, 2014, the Company issued a convertible promissory note to LG Funding in the principal amount of $26,500 with an interest rate of 8% per annum due on October 9, 2015. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014 and December 31, 2015, respectively.

F-13

On November 3, 2014, the Company issued a convertible promissory note to Beaufort Capital in the principal amount of $12,500 due on May 3, 2015 with an interest rate of 5% per annum, which accrues only in the event of a default and only from such default date until the note is paid in full. The note is convertible by the holder after 180 days at 50% of the lowest closing bid price in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2014 and December 31, 2015, respectively.

On February 9, 2015 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $73,000 due on December 27, 2015 with an interest rate of 12% per annum. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On April 1, 2015, the Company issued a convertible promissory note to SoFran, LLC in the principal amount of $50,000 due on January 1, 2015 with an interest rate of 12% per annum. This note was issued as part of a consulting contract entered into with SoFran for services to be rendered in connection with the Company's plans to set up a national franchising program. In addition to this note, SoFran was paid $10,000 in April 2015 and is due an additional $5,000. Certain future payments totaling $35,000 may be due to SoFran under the contract upon them reaching certain performance benchmarks. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On April 14, 2015, LG Capital Funding funded a convertible promissory note in the principal amount of $26,500 that was issued on October 9, 2014 and secured at that time by a note payable to the Company with like terms. This note is due on October 9, 2015 with an interest rate of 8% per annum. The note is convertible by the holder at 50% of the lowest closing bid price in the ten trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On May 5, 2015 the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $16,500 due on November 5, 2015 with an interest rate of 8% per annum, in exchange for amounts payable to Cresthill for services rendered. The note is convertible by the holder after 180 days at 45% of the lowest last sales price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On May 27, 2015 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $10,500 due on February 27, 2016 with an interest rate of 12% per annum. Debt issuance costs of $3,000 were recorded for net proceeds to the Company of $7,500. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ninety trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On August 5, 2015 the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $7,500 due on February 5, 2016 with an interest rate of 8% per annum in exchange for amounts payable to Cresthill for services rendered. The note is convertible by the holder after 180 days at 45% of the lowest last sales price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On July 20, 2015 the Company issued a convertible promissory note to CareBourn Capital in the principal amount of $15,500 due on April 20, 2016 with an interest rate of 12% per annum. Debt issuance costs of $3,000 were recorded for net proceeds to the Company of $12,500. The note is convertible by the holder after 180 days at 40% of the three lowest closing bid prices in the ninety trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On July 31, 2015 the Company issued a convertible promissory note to Gulfstream 1998 Irrevocable Trust in the principal amount of $2,500 due on July 31, 2016 with an interest rate of 8% per annum. The note is convertible by the holder after 180 days at 45% of the lowest trading price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

On November 16, 2015 the Company issued a convertible promissory note to Cresthill Associates in the principal amount of $7,500 due on August 16, 2016 with an interest rate of 8% per annum in exchange for amounts payable to Cresthill for services rendered. The note is convertible by the holder after 180 days at 45% of the lowest last sales price in the thirty trading days before the conversion. The entire balance of this note remained outstanding at December 31, 2015.

F-14

Total interest expense on these notes was $15,260$32,258 and $3,345$16,002 for the years ended December 31, 20122015 and 2011,2014, respectively.


A summary of debentures payable as of December 31, 2015 and 2014 is as follows:

Face Value

 

Balances

12/31/14

 

 

Issuance of new convertible notes

 

 

Amortization of discount on convertible

Notes

 

 

Debenture conversions & payments

year ended

12/31/15

 

 

Balances

12/31/15

 

Notes outstanding at 12/31/2014

 

$240,128

 

 

 

-

 

 

 

-

 

 

$(89,995)

 

$150,133

 

2015 note issuances

 

 

-

 

 

$209,600

 

 

 

-

 

 

 

-

 

 

 

209,600

 

Note discount

 

$(18,134)

 

 

(249,500)

 

$227,285

 

 

 

-

 

 

 

(40,349)

Total

 

$221,994

 

 

$(39,900)

 

$227,285

 

 

$(89,995)

 

$319,384

 

Face Value

 

Balances

12/31/13

 

 

Issuance of new convertible notes

 

 

Amortization of discount on convertible

Notes

 

 

Debenture conversions & payments

year ended

12/31/14

 

 

Balances

12/31/14

 

Notes outstanding at 12/31/2013

 

$260,294

 

 

$-

 

 

$-

 

 

$(224,627)

 

$35,667

 

2014 note issuances

 

 

-

 

 

 

252,600

 

 

 

-

 

 

 

(48,139)

 

 

204,461

 

Note discount

 

$(55,423)

 

 

(239,600)

 

 

276,889

 

 

 

-

 

 

 

(18,134)

Total

 

$204,871

 

 

$13,000

 

 

$276,889

 

 

$(272,766)

 

$221,994

 

NOTE 78 – DERIVATIVE LIABILITY

The Company has determined that the conversion features of the Asher Notescertain of its convertible notes represent an embedded derivative since the notes are convertible into a variable number of shares upon conversion. Accordingly, they are not considered to be conventional debt under EITF 00-19 and the embedded conversion feature must be bifurcated from the debt host and accounted for as a derivative liability. The fair value of this derivative instrument has been recorded as a liability on the balance sheet with the corresponding amount recorded as a discount to the notes. Such discount will be accreted from the commencing date of conversion period to the maturity date of the notes. The change in the fair value of the derivative liability will be recorded in other income or expenses in the statement of operations at the end of each period, with the offset to the derivative liability on the balance sheet.
F-9


GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2012

NOTE 7 – DERIVATIVE LIABILITY (continued)

F-15

The beneficial conversion feature included in the notes that became convertible during the year ended December 31, 2015 resulted in initial debtnote discounts of $193,500$249,500 and an initial loss on the valuation of the derivative liabilities of $168,950$419,475 based on the initial fair value of the derivative liabilities of $362,450.$668,975. The fair value of the embedded derivative liabilities for notes not in default were calculated at the conversion commencingcommencement dates utilizing the following assumptions:


Note date September 7, 2011  November 14, 2011  February 13, 2012  June 15, 2012 
Note amount $50,000  $32,500  $27,500  $83,500 
Stock price at convertible date $0.035  $0.011  $0.035  $0.001 
Expected life (years)  .5   .5   .25   .25 
Risk free interest rate  .14%  .15%  .10%  .07%
Volatility  142.25%  215.97%  234.41%  364.13%
Initial derivative value $78,107  $58,991  $39,363  $185,989 

At December 31, 2012, only one note remained

Note convertible date

 

1/1/15

 

 

3/1/15

 

 

3/1/15

 

 

4/14/15

 

 

4/14/15

 

 

8/10/15

 

 

8/25/15

 

 

10/1/15

 

 

10/19/15

 

 

11/5/15

 

Note amount

 

$5,000

 

 

$13,500

 

 

$12,500

 

 

$26,500

 

 

$26,500

 

 

$73,000

 

 

$10,500

 

 

$50,000

 

 

$15,500

 

 

$16,500

 

Stock price at convertible date

 

$.06

 

 

$.03

 

 

$.0046

 

 

$.00065

 

 

$.00065

 

 

$.0003

 

 

$.0002

 

 

$.0002

 

 

$.0001

 

 

$.0001

 

Expected life (years)

 

 

1.0

 

 

 

.25

 

 

 

.25

 

 

 

.52

 

 

 

.52

 

 

 

.38

 

 

 

.51

 

 

 

.50

 

 

 

.50

 

 

 

.25

 

Risk free interest rate

 

 

.13%

 

 

.02%

 

 

.10%

 

 

.11%

 

 

.11%

 

 

.25%

 

 

.20%

 

 

.11%

 

 

.20%

 

 

.14%

Volatility

 

 

202%

 

 

212%

 

 

375%

 

 

382%

 

 

382%

 

 

237%

 

 

388%

 

 

291%

 

 

273%

 

 

378%

Initial derivative value

 

$11,639

 

 

$32,526

 

 

$21,608

 

 

$113,520

 

 

$113,520

 

 

$75,285

 

 

$20,007

 

 

$221,223

 

 

$31,043

 

 

$28,604

 

The beneficial conversion feature for notes that became convertible in 2014 resulted in initial debt discounts of $239,600 and not in default.  All convertible notes in default no longer were valued for the derivative liability and aan initial loss on the conversionvaluation of stock will be recorded at the timederivative liabilities of any future conversion.$504,615 based on the initial fair value of the derivative liabilities of $265,015. The fair value of the embedded derivative liabilityliabilities for notes not in default were calculated at the conversion commencement dates utilizing the following assumptions:

Note convertible date

 

1/9/14

 

 

1/16/14

 

 

2/18/14

 

 

3/19/14

 

 

4/29/14

 

 

6/5/15

 

 

7/30/14

 

 

8/5/14

 

 

8/21/14

 

 

9/3/14

 

 

10/7/14

 

Note amount

 

$5,000

 

 

$5,000

 

 

$62,500

 

 

$32,500

 

 

$25,000

 

 

$22,500

 

 

$5,000

 

 

$5,100

 

 

$5,000

 

 

$35,000

 

 

$37,000

 

Stock price convertible date

 

$.003

 

 

$.0021

 

 

$.0023

 

 

$.0013

 

 

$.0011

 

 

$.0008

 

 

$.0004

 

 

$.0006

 

 

$.0005

 

 

$.0004

 

 

$.0003

 

Expected life (years)

 

 

.50

 

 

 

.50

 

 

 

.50

 

 

 

.23

 

 

 

.25

 

 

 

.23

 

 

 

.24

 

 

 

.25

 

 

 

.25

 

 

 

.48

 

 

 

.48

 

Risk free interest rate

 

 

.07%

 

 

.07%

 

 

.07%

 

 

.12%

 

 

.02

 

 

 

.12%

 

 

.03%

 

 

.03%

 

 

.03%

 

 

.05%

 

 

.04%

Volatility

 

 

420%

 

 

420%

 

 

402%

 

 

157%

 

 

97%

 

 

106%

 

 

105%

 

 

106%

 

 

105%

 

 

138%

 

 

406%

Initial derivative value

 

$16,621

 

 

$12,122

 

 

$191,384

 

 

$54,688

 

 

$43,040

 

 

$27,907

 

 

$6,218

 

 

$17,571

 

 

$13,530

 

 

$62,323

 

 

$59,211

 

At December 31, 2015, the following notes remained convertible and not fully converted. All convertible notes beyond their maturity dates totaling $236,533 in principal payable are valued assuming a six month term for purposes of calculating the derivative liability.The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at December 31, 20122015 utilizing the following assumptions:


Note date June 15, 2012 
Note amount $83,500 
Stock price at convertible date $0.0022 
Expected life (years)  .21 
Risk free interest rate  .05%
Volatility  518.08%
Initial derivative value $214,807 

Note convertible date

 

8/25/15

 

 

10/1/15

 

 

10/19/15

 

 

11/5/15

 

 

Matured

 

Note amount

 

$10,500

 

 

$50,000

 

 

$15,500

 

 

$16,500

 

 

$236,533

 

Stock price at convertible date

 

$.0001

 

 

$.0001

 

 

$0.001

 

 

$.0001

 

 

$0.0001

 

Expected life (years)

 

 

.16

 

 

 

.25

 

 

 

.30

 

 

 

.10

 

 

 

.50

 

Risk free interest rate

 

 

.01%

 

 

.26%

 

 

.26%

 

 

.17%

 

 

.55%

Volatility

 

 

267%

 

 

247%

 

 

388%

 

 

31%

 

 

285%

12/31/15 derivative value

 

$17,503

 

 

$86,736

 

 

$28,997

 

 

$20,169

 

 

$419,160

 

At December 31, 2014, the following notes remained convertible and not fully converted or in default. All convertible notes beyond their maturity dates totaling $128,332 in principal payable are valued assuming a six month term for purposes of calculating the derivative liability.The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at December 31, 2014 utilizing the following assumptions:

Note convertible date

 

3/3/14

 

 

10/7/14

 

 

Matured

 

Note amount

 

$18,800

 

 

$24,996

 

 

$128,332

 

Stock price at convertible date

 

$.0001

 

 

$.0001

 

 

$.0001

 

Expected life (years)

 

 

.15

 

 

 

.25

 

 

 

.50

 

Risk free interest rate

 

 

.04%

 

 

.11%

 

 

.11%

Volatility

 

 

236%

 

 

236%

 

 

197%

12/31/14 derivative value

 

$21,832

 

 

$31,528

 

 

$212,802

 

F-16

NOTE 89 – CAPITAL STOCK

Common Stock

The Company has authorized capital of Company is 950,000,0003,950,000,000 common shares with a par value of $0.001 per share of whichshare.

Effective February 20, 2015, the Company haseffected a 1 for 300 reverse split of its common stock whereby the 1,478,720,693 pre-split shares of common stock outstanding became 4,929,120 shares post-split. There was no change in authorized shares of the Company. The share issuance information and per share information for all prior periods presented have been retroactively adjusted to reflect the new capital structure.

2015 Common Stock Issuances

During the year ended December 31, 2015, the Company issued 345,494,891 shares.  714,682,976 shares of common stock upon conversion of $89,686 in principal and interest on convertible notes representing a value of $0.0001 per share..

2014 Common Stock Issuances

During the year ended December 31, 2014, the Company issued 4,444,960 shares of common stock upon conversion of $276,850 in principal and interest payable on convertible notes representing a value of $0.06 per share. In addition, we incurred loss on conversion of certain of the shares totaling $590,279 for a total cost to the Company of $867,129.

Preferred Stock

The Company has also authorized 50,000,000 shares of preferred stock par value $0.001 and designated$0.001.

The Company authorized 100,000 of these shares as Series A Convertible Preferred Stock of whichpreferred shares and issued 96,623 are currently issued and outstanding.  Each preferred Series A share is entitledshares. The Series A shares have immediate voting rights equivalent to vote the equivalent of 7,000 shares of common stock.


On December 30, 2010,stock for each Series A share and may be converted after a minimum one-year hold at the same rate. This gives effective control of the Company to the holders of the Series A preferred shares. The terms called for no conversion or Series A shares coming into the market from these sources until March 28, 2012 at the earliest. As of December 31, 2015 no conversion has taken place and the shares remain outstanding.

On July 15, 2013, the board of directors of the Company authorized the creation of the Series B Convertible Preferred Stock, which consists of up to 100,000 shares of preferred stock with par value of $0.001 per share and a stated value of $1.00 per share. A total of 44,000 shares of Series B Preferred Stock were issued 40,000on the conversion of debt payable by the Company, including $40,000 to the Company's then Chief Financial Officer, Henry Fong. The Series B Convertible Preferred is convertible to common stock at 100% of the stated value divided by 45% of the lowest trading price of the Company's common stock for the 90 trading days immediately preceding the Conversion Date. The Series B Preferred Stock has voting rights on an as if converted basis on the date of any vote to come before the Company's shareholders. As of December 31, 2015, all 44,000 shares remain outstanding.

Effective September 22, 2014, the Board of Directors of the Company approved the issuance of 1,000 shares of Series D Preferred Stock to Mr. Ronald Heineman, our Chief Executive Officer, in consideration for services rendered to the Company and continuing to work for the Company without receiving significant payment for services and without the Company having the ability to issue shares of common stock in exchange for a stock subscription receivable of $3,000.  The receivable was paid in full in cash toas the Company on January 18, 2011.
On February 18, 2011, Sweet Spot Games, Inc. (“Sweet Spot”) entered into a Letter of Intent with Greenfield Farms Grassfed Beef, Inc. (“Greenfield”), a North Carolina corporation.  On March 1, 2011 Sweet Spot executed a “Plan of Exchange and Merger” and acquired all of the issued and outstanding shares of Greenfield Farms Grassfed Beef, Inc., a North Carolina corporation.
F-10

GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2012

NOTE 8 – CAPITAL STOCK (continued)
The exchange was made by the majority shareholders of Sweet Spot transferring control by transferring 903,300,000 shares of Sweet Spot in exchange for 100% of the outstanding shares of Greenfield, effectively conveying 75% of the voting control of the Company.  The Sweet Spot shareholders did not receive consideration other than the acquisition by the Company of the shares of Sweet Spot.  The Sweet Spot shares were issued to Greenfield shareholders of record as of the date of the agreement.  On March 18, 2011 Articles of Exchange were filed with the Nevada Secretary of State and March 15, 2011 Articles of Exchange were filed with the North Carolina Secretary of State.  As a result Greenfield has become a wholly owned subsidiary of Sweet Spot Games, Inc.  Subsequently Sweet Spot changed its name to Greenfield Farms Food, Inc.

On April 1, 2011 four shareholders of the Company, all of whom were current or former affiliates, converted a total of 881,351,480 shares of Common stock in 96,623 shares of Series A Preferred stock as follows:

Charles W. Barkley Esq. (Company Counsel) canceled 31,351,480have sufficient authorized but unissued shares of common stock to allow for any such issuances. As a result of the issuance of the Series D Preferred Stock shares, Mr. Heineman obtained voting rights over the Company's outstanding voting stock on September 24, 2014, which provide him the right to vote up to 51% of the total voting shares able to vote on any and converted those shares into 4,479 Series A preferred shares; Ms. Ginna Romero canceled 12,000,000all shareholder matters. As a result, Mr. Heineman will exercise majority control in determining the outcome of all corporate transactions or other matters, including the election of Directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Heineman may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other shareholders. Additionally, it may be impossible for shareholders to remove Mr. Heineman as an officer or Director of the Company due to the Super Majority Voting Rights. In the event Mr. Heineman is no longer acting as Chief Executive Officer of the Corporation, the shares of common stockSeries D Preferred Stock shall automatically, without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety. As of December 31, 2015, all 1,000 shares remain outstanding.

F-17

Warrants

In connection with the acquisition in 2013 of the assets of Carmela's Pizzeria, COHP, LLC and converted those shares in 1,714 Series A preferred shares; Mr. Gregory Galanis (formerly CEOits assigns received warrants to purchase a total of Sweet Spot Games) has canceled 38,000,000179,886 shares of the Company's common stock and converted those shares into 5,430 Series A preferred shares; and Mr. Larry Moore (former President of the Company) has canceled 800,000,000 shares of common stock and converted those shares into 85,000 Series A preferred shares


The Company, therefore reduced the 1,204,400,000 outstanding shares of common stock by 881,351,480 (approximately 73%), resulting in 323,048,520 outstanding shares of common stock.

The Company executed a 40:1 forward stock split on March 22, 2011.

On March 1, 2012 the Company issued 750,000 common shares for the purpose of compensating directors at a value of $0.035, and 925,926 shares for consulting services provided at a value of $0.027.

On March 8, 2012 and April 24, 2012 the Company issued 333,333 shares at a value of $0.045 and 375,000 shares at a value of $0.02, respectively, for consulting services rendered.

On May 25, 2012 and November 2, 2012 the Company issued 4,347,826 shares and 15,714,286 shares, respectively, to Asher Enterprises for the partial conversions of a convertible note payable.
All share information presented in these financial statements and accompanying footnotes have been retroactively adjusted to reflect the increased number of shares resulting from these actions.

NOTE 9 – COMMITMENTS
In April 2011, the Company entered into an office lease agreement for a period of twenty four (24) monthsfive years in the amounts and exercise prices as follows: 59,962 at a rate of $1,950 per month.  A security deposit of $1,950 was paid upon executing the lease.  However, lease payments ceased$3.00; 59,962 at $6.00; and 59,962 at $7.50. These warrants were valued in May 2012, when the lease was terminated with the only penalty being the forfeiture of the $1,950 security deposit.  Rent expense was $10,206 and $18,330 for the year ended December 31, 20122013 utilizing the Black-Scholes pricing model for a total fair market value at issuance of $507,280.

A summary of the activity of the Company's outstanding warrants at December 31, 2013 and 2011.

F-11

GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBERDecember 31, 2012

2014 is as follows:

 

 

Warrants

 

 

Weighted-average exercise price

 

 

Weighted-average grant date fair value

 

Outstanding and exercisable at December 31, 2013

 

 

179,886

 

 

$5.50

 

 

$2.82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Expired/Cancelled

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at December 31, 2014

 

 

179,886

 

 

$5.50

 

 

$2.82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

Expired/Cancelled

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at December 31, 2015

 

 

179,886

 

 

$5.50

 

 

$2.82

 

The following table sets forth the exercise price range, number of shares, weighted average exercise price and remaining contractual lives of the warrants by groups as of December 31, 2014:

Exercise price range

 

 

Number of warants outstanding

 

 

Weighted-average exercise price

 

 

Weighted-average remaining life

 

 

 

 

 

 

 

 

 

 

 

 
$3.00

 

 

 

59,962

 

 

$3.00

 

 

2.8 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
$6.00

 

 

 

59,962

 

 

 

6.00

 

 

2.8 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
$7.50

 

 

 

59,962

 

 

 

7.50

 

 

2.8 years

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

179,886

 

 

$5.50

 

 

2.8 years

 

F-18

NOTE 10 – COMMITMENTS

The Company leases its restaurant facilities under certain leases with varied expiration dates. Certain leases provide for the payment of taxes and operating costs, such as insurance and maintenance in addition to the base rental payments.

Aggregate minimum annual rental payments under the non-cancelable operating leases are as follows:

Year ended December 31, 2016

 

$57,600

 

2017

 

 

58,350

 

2018

 

 

51,450

 

2019

 

 

43,200

 

Total

 

$210,600

 

Rent expense was $75,000 and $73,483 for the years ended December 31, 2015 and 2014.

NOTE 1011 – RELATED PARTY TRANSACTIONS

In 2011, the Company’s former President was advanced $63,851 which has been reflected as compensation

As more fully disclosed in the accompanying statement of operations for the year ended December 31, 2011.

During the year ended December 31, 2011, several board membersNote 5 – Notes Payable Related Parties, certain officers, directors and shareholdersstockholders have loaned the company money to help fund operations.  TheCompany funds from time-to-time. Information regarding these loans are all secured by the Company’s common stock, bear 8% interest and are due during the year ended December 31, 2011. Total interest expense on the related party loans was $4,479 for the year ended December 31, 2012. 
can be found in Note 6.

NOTE 1112 – GOING CONCERN

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has not yet realized significant revenues from operations, recognized a significant losslosses in 20122015 and 2014, and is in need of working capital in order to grow its operations. This raises substantial doubt about the Company’sCompany's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with loans from directors, and orpotential private placements of common stock, debt convertible into common stock and by obtaining extended payment terms from certain vendors.

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NOTE 1213 – INCOME TAXES

As of December 31, 20122015 and 20112014 the Company had net operating loss carry-forwards of approximately $700,012$1,865,653 and $359,243$1,429,039, respectively, which will expire beginning in 2030.2032. This represents the historical net operating loss carry-forwards of the Company for the fiscal years ended December 31, 2015 and 2014. A valuation allowance has been provided for the deferred tax asset as it is uncertain whether the Company will have future taxable income. A reconciliation of the benefit for income taxes with amounts determined by applying the statutory federal income rate of (34%) to the loss before income taxes is as follows:

  2012  2011 
Net Operating Loss $(535,290 $(358,844)
Benefit for income taxes computed using the statutory rate of 34%  182,000   122,007 
Permanent Differences  (66,139)  - 
Change in valuation allowance  (115,861)  (122,007
Provision for income taxes $-  $- 

 

 

2015

 

 

2014

 

Net Operating Loss

 

$(725,227)

 

$(1,041,117)

Benefit for income taxes computed using the statutory rate of 34%

 

 

245,073

 

 

 

353,979

 

Permanent Differences

 

 

(96,624)

 

 

(218,481)

Change in valuation allowance

 

 

(148,449)

 

 

(135,498)

Provision for income taxes

 

$-

 

 

$-

 

Significant components of the Company's deferred tax liabilities and assets at December 31, 20122013 and 20112012 are as follows:

  2012  2011 
Total deferred tax assets  $238,004  $122,143 
Valuation allowance  (238,004)  (122,143)
  $-  $- 
F-12

GREENFIELD FARMS FOOD, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2012

 

 

2015

 

 

2014

 

Total deferred tax assets

 

$634,322

 

 

$485,873

 

Valuation allowance

 

 

(634,322)

 

 

(485,873)

 

 

$-

 

 

$-

 

NOTE 1314 – SUBSEQUENT EVENTS


On February 12, 2013,

During the period from January 1, 2016 to the filing of this report, a total of 213,722,083 shares of common stock were issued upon the conversion of $10,040 in principal and interest due on certain of the Company's convertible promissory notes representing an average conversion price of $.00005 per share. In addition, the Company announced that it had signedissued a definitive agreement to acquire 100%new convertible promissory note totaling $33,000 in face value. This note is convertible at 45% of the equity interest in Ohio-based Carmela's Pizzeria.  Carmela's presently has three Dayton, Ohio area locations offering authentic New York style pizza.  In addition, Carmela's offers a full service menu for Dine In, Carry out and Delivery as well as pizza buffets in select stores.  Detailsmarket price of the transaction call for all of the equity interests in Carmela's to be acquired by a newly created wholly-owned operating subsidiary of Greenfield in exchange for shares of GreenfieldCompany's common stock, bears interest at 12% per annum, and warrants. Closing of this transaction is subject to, among other things, final due diligence by the parties, completion of audited financial statements, preparation of schedules to the definitive agreement, and any final board of director and/or stockholder approvals as necessary.


On March 12, 2013, the Company announced that it is beginning a new licensing program for its "Greenfield Farms Grassfed Beef" trademark, which the Company believes will allow it to expand its business and enhance its market and brand presence.  With this program, the Company will phase awaynine months from its traditional business model of taking cattle from farm to market thus eliminating all of the capital and startup costs required for such operations by expanding its brand presence with capable cattle producers and marketers.  The Company also believes that the trademark licensing concept allows for more rapid market penetration with minimal risk and the ability to more easily ascertain assumed returns.  Greenfield also announced that is has signed its first licensee, Hill Meadow Foods, Inc., in an exclusive agreement until December 31, 2013, at which time it will become non-exclusive.  The management of Hill Meadow Foods is headed by former Greenfield Chief Executive Officer, Mr. Larry Moore.

issuance.

In accordance with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 20122015 to the date these financial statements were issued, and has determined that there are no furtherit does not have any material subsequent events to disclose in these financial statements other than the events describedthose disclosed above.


F-13