Greenfield Farms Food (GRAS) 10-Q 2010 Q3 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

   OF 1934

For the quarterly period ended September 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________to__________________.

Commission File No. 333-157281

SWEET SPOT GAMES, INC.

NEVADA                

26-2909561

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(State or other jurisdiction of     

(IRS Employer Identification No.)

incorporation or organization)

2840 HIGHWAY 95 ALT. S, SUITE 7

SILVER SPRINGS, NV 89429

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(Address of principal executive offices)

(519) 872-2539

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(Issuer's telephone number)

Check   whether  the  issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the  Exchange Act 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.

                         [X] YES    [ ] NO

Indicate  by check mark whether the registrant  is  a  shell  company as defined in Rule 12b-2 of the Exchange Act.

                         [ ] YES    [X] NO

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APPLICABLE TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether   the registrant filed all documents and reports required to be filed by Section  12,  13  or  15  (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.         

                [X] YES    [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

State  the  number  of  shares outstanding of   each   of   the   issuer's classes  of common  equity,   as   of    the   latest   practicable  date:  September 30, 2010:   30,110,000

Transitional Small Business Disclosure Format (check one)   Yes [ ] No [X]

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Table of Contents

10-Q - Sweet Spot Games, Inc.

FORM 10-Q

PART I

FINANCIAL STATEMENTS

4

MANAGEMENT'S DISCUSSION

AND ANALYSIS OR PLAN OF OPERATION  

12

QUANTITATIVE AND QUALITATIVE

15

DISCLOSURES ABOUT MARKET RISK         

PART II

EXHIBITS    

15

SIGNATURES            

16

EX-1 (EXHIBIT 31.1)

EX-2 (EXHIBIT 32.1)

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NOTES TO THE UNAUDITED CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

1.

Organization and Operations

Nature of Operations

Sweet Spot Games, Inc. (the “Company”) was organized in Nevada on June 2, 2008.  The Company is a development stage company and currently has no operations.  The Company is a developer of online, multiplayer skill based games.

The Company develops games in a three dimensional environment allowing users from around the globe to compete in an environment that very closely resembles the graphic quality of console based systems.

The Company’s mandate is to continue producing highly attractive and interactive online multiplayer skill-based games that revolutionize the environment in which online gaming applications exist today.

2.

Summary of Significant Accounting Policies

General

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) including the instructions to Form 10-Q and Regulation S-X.  Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United State of America (“US GAAP”) have been condensed or omitted from these statements pursuant to such rules and regulation and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended June 30, 2010, included on Form 10-K.

In the opinion of management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three-month periods have been made.  Results for the interim period presented are not necessarily indicative of the results expected for the entire fiscal year.

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Software Development Costs

In March 2000, the Emerging Issues Task Force, known as "EITF," reached a consensus on ASC 350, Accounting for Website Development Costs.  Under ASC 350, accounting for website development costs depends on the stage in which costs are incurred.  During planning the website, all costs are expensed as incurred.  During developing the applications and infrastructure, costs may be incurred to acquire or develop both hardware and software needed to operate the site.  All software costs should be accounted for under ASC 350.  Under ASC 350, certain software development costs are capitalized and amortized over the estimated useful life of the website.  Graphics are a component of software and their initial development costs should be accounted for under ASC 350.  After the launch of the website, graphics charges should be expensed as incurred, except for website enhancements, which should be capitalized.  All costs of operating the site should be expensed as incurred.  

Revenue Recognition

The Company will recognize sales revenue at the time of delivery when ownership has transferred to the customer, when evidence of a payment arrangement exists and the sales proceeds are determinable and collectible.  After  the customer has accessed the website and answered the  questions  necessary  to  execute the forms  and  documents  for  participation,  the customer is required to pay for the services. Once paid the Company immediately completes the actual filing forms and documents and files them electronically, if possible, or overnights them to the appropriate state. At that point, we recognize the revenue from the transaction.

Loss Per Share

Basic loss per share has been calculated using the weighted average number of common shares issued and outstanding during the year.

Research and Development Costs

Research is planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service or a new process or technique or in bringing about a significant improvement to an existing product or process.  Development is the translation of research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or use. It includes the conceptual formulation, design, and testing of product alternatives, and operation of pilot plants. It does not include routine or periodic alterations to existing products, production lines, manufacturing processes, and other on-going operations even though those alterations may represent improvements and it does not include market research or market testing activities. All research and develop ment costs have been expensed as incurred in accordance with ASC 730.

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3.

Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) amended accounting guidance relating to the consolidation of variable interest entities to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity. The amended guidance instead requires a reporting entity to qualitatively assess the determination of the primary beneficiary of a variable interest entity based on whether the reporting entity has the power to direct the activities that most significantly impact the variable interest entity’s economic performance and has the obligation to absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to the variable interest entity. The amended guidance requires ongoing reassessments of whether the reporting entity is the primary beneficiary of a variable intere st entity. The Company does not expect the standard to have a material impact on the condensed financial statements.

In January 2010, the FASB amended accounting guidance relating to accounting for transfers of financial assets to eliminate the exceptions for qualifying special purpose entities from the consolidation guidance and the exception that permitted sale accounting for certain mortgage securitizations when a transferor has not surrendered control over the transferred assets. The recognition and measurement provisions of the amended guidance were required to be applied prospectively. Additionally, beginning January 1, 2010, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes. The Company does not expect the standard to have a material impact on the condensed financial statements.

4.      Going Concern

The Company’s ability to continue as a going concern is dependent upon the continued ability to obtain financing to repay its current obligations and fund working capital until it is able to achieve profitable operations.  The Company will seek to obtain capital from equity financing through private placements.  Management hopes to realize sufficient sales in future years to achieve profitable operations.  There can be no assurance that the Company will be able to raise sufficient debt or equity capital on satisfactory terms.  If management is unsuccessful in obtaining financing or achieving profitable operations, the Company may be required to cease operations.  The outcome of these matters cannot be predicted at this time.  These financial statements do not give effect to any adjustments which could be necessary should the Company be unable to continue as a going concern and, theref ore, be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts differing from those reflected in the financial statements.

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5.      Subsequent Events

The Company has analyzed its operations subsequent to September 30, 2010 through November 10, 2010, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

Forward Looking Statements

We  make  certain  forward-looking  statements in  this report. Statements that  are   not  historical  facts  included   in   this   Form   10-Q  are "forward-looking   statements"   within  the  meaning   of   the   Private Securities Litigation  Reform  Act   of   1995  that   involve   risks and uncertainties that  could  cause  actual results to  differ from projected results.  Such  statements  address  activities,  events  or  developments that     the     Company    expects,   believes,  projects,   intends   or anticipates will or  may  occur,   including    such     ;matters  as future capital,      debt     restructuring,     pending    legal    proceedings, business strategies,  expansion   and  growth of the Company's operations, and  cash flow. Factors  that could  cause  actual   results   to   differ materially   ("Cautionary  Disclosures")   are  described  throughout this Form   10-Q.   Cautionary Disclosures  include,  among others: general      economic   conditions, the   strength  and financial   resources   of   the   Company's   competitors,  environmental and governmental regulation,  labor relations,  availability and  cost  of employees,   material      an d      equipment,   regulatory   developments and     compliance,  fluctuations   in   currency    exchange   rates  and legal  proceedings.    Statements concerning our   future    operations, prospects,   strategies,     financial    condition,    future    economic performance   (including  growth  and  earnings),    demand     for    our services,   and   other   statements   of  our    plans,    beliefs,    or expectations,    including      the      statements  contained  under  the captions  "Risk  Factors,&quo t; "Management's Discussion  and Analysis  or Plan of  Operation,"  "Description of Business," as well as captions  elsewhere in   this  document,  are  forward-looking statements. In some cases these statements  are    identifiable   through   the   use  of  words  such  as "anticipate,"   "believe,"  "estimate,"    "expect,"   "intend,"   "plan," "project,"   "target,"    "can," "could,"    "may,"   "should,"     "will," "would,"   and  similar  expressions.    We  intend  such  forward-looking statements  to  be   covered   by  & nbsp;the  safe harbor provisions contained  in  Section 27A  of the Securities Act of 1933,  as amended   (the  "Securities  Act") and in Section 21E  of  the  Securities Exchange   Act   of    1934,  as   amended   (the  "Exchange  Act").   All written and   oral forward-looking  statements   attributable  to  the Company     are  expressly  qualified   in   their   entirety   by   the Cautionary  Disclosures.    The Company disclaims   any obligation to update or revise any forward-looking statement   to  reflect   events   or circumstances  occurring   hereafter   or   to   reflect   the  occurrence of  anti cipated  or unanticipated events.

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  F actors" 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.

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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-Q.

Overview

Sweet Spot Games, Inc. (the “Company”) is currently a developmental stage company that has limited revenues.

The company has developed two gaming applications, “Combat” and “Jockey” and plans to market them online to generate revenues.  Each gaming title that the company has developed to date fits into the “skill-based” gaming niche and allows players from around the world to connect to the game and compete amongst each other for points.  The main objective is for players to accumulate points using various games featured on our site and compete for monthly prizes and giveaways.  A real time leader board will keep track of each user’s performance and store their history and accumulated points.  The leader board will be displayed on the main page of the site and will be visible to all users accessing the “portal” that will be developed.  The company plans on naming the site “PrizeCracker.com” and has secured that domain name.

Given the technology and expertise that the company’s development team retains, every gaming title that will be released will feature an enhanced online gaming experience that will include 3D perspectives and full-scale interactive options.  By including a “multi-player” perspective to the games, we plan on creating a “social networking” aspect to the site and attract visitors to frequent the site on a regular basis in order to further develop their personal profile within the PrizeCracker.com community.

In order for the gaming community to expand at a mass market scale, our plan is to introduce the “Sweet Spot Developer Network” and provide game developers from around the world the opportunity to submit their games for review and have their games hosted on the PrizeCracker.com site.  By introducing and promoting this program, we are encouraging developers to design games for our platform for the benefit of exposing their talent to the online gaming world and also deriving revenues by the number of downloads their applications receive.  At the same time, the company benefits from maximizing the amount of unique applications that users can access on PrizeCracker.com to add value to their online gaming experience and provide a vast array of games that they can use in order to accumulate points for the competition.   

LIQUIDITY AND CAPITAL RESOURCES

GENERAL. Overall, we had a net loss of $52,885 for the three months ended September 30, 2010. During the three months ended September 30, 2010, we had net cash used in operating activities of $52,614, net cash used in investing activities of $(0), and net cash provided by financing activities of $(0). At the end of the three-month period, our cash balance was $57,728.

CASH  FLOWS FROM OPERATING ACTIVITIES.  Net   cash   used   in operating activities  of   $(52,614) for  the  three  months  ended September 30, 2010 was primarily attributable  to  the  net  loss  from operations.  The adjustments to reconcile the net loss to net cash included depreciation and amortization expense  of  $271 , loss on software development of $(0), loss on foreign exchange of $(0), accounts payable of $(0) and accrued expenses of $(0).

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CASH FLOWS FROM INVESTING ACTIVITIES.   Net   cash   used   in investing activities  of  $(0)  for  the three months ended September 30, 2010

CASH FLOWS FROM  FINANCING  ACTIVITIES. Net cash of $(0) provided by financing activities in the nine months ended September 30, 2010 was due to additional paid in capital of $(0) with syndication fees of $(0).

FINANCING. We ended September 30, 2010 with $57,728 of cash and cash equivalents on our balance sheet. The cash at the beginning of the period was $110,342, and the net decrease in cash was $52,614.

INTERNAL SOURCES OF LIQUIDITY. There is no  assurance  that  funds from  our   operations,   if  and  when  they  commence,  will  meet   the requirements of our daily operations   in   the  future. In the event thatfunds  from   our  operations  are insufficient  to  meet  our   operating requirements,   we   will  need  to  seek  other  sources  of financing to maintain liquidity.

EXTERNAL   SOURCES   OF   LIQUIDITY.   We intend to pursue all potential financing  options  in  2010  as  we look  to  secure additional funds   to   both  stabilize  and grow our business operations  and  begin extraction. 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.

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 2010.

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

RESULTS OF OPERATIONS.

Comparison of the three months ended September 30, 2010, to the three months ended September 30, 2009:

Operating Expense

The Company recorded an operating loss of $(52,885) for the three months ended September 30, 2010 compared to an operating loss of $(42,640) for the three months ended September 30, 2009. Legal and professional fees were $(10,684) for the three months ended September 30, 2010, as compared to $(0) in the same period of 2009. Depreciation and amortization were $271 for the three months ended September 30, 2010. Expenses were added for the three months ended September 30, 2010 for advertising and promotion totaling $(0), for fees and dues totaling $1,062, and a management fee totaling $30,355.  Also, the travel and meals expense decreased from $9,833 in the three months ended September 30, 2009 to $9,234 for the same period of 2010. The website development expense decreased from $3,458 to $838 for those same respective periods.

Other Income (Expense)

Foreign exchange expense decreased to $(0) for the three months ended September 30, 2010, compared to a foreign exchange loss of $(392) in the same period of 2009.

Net Loss

The  net  loss  for  the  three  months ended September 30, 2010 was $(52,885) as compared to a net loss of $(42,640) for   the   three  months  ended September  30,  2009.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

EXHIBITS

(a)   Exhibits required to be filed by Item 601 of Regulation S-B:

31.1  Certification of Chief Executive Officer and Chief Financial Officer Under Section 302 of the Sarbanes-Oxley Act of 2002

32.1  Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SWEET SPOT GAMES, INC.

November 11, 2010

/s/ GREGORY GALANIS, President

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GREGORY GALANIS,

President and Chief Executive Officer

(Principal Executive Officer and Principal Financial and

Accounting Officer)

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