Greenfield Farms Food (GRAS) 10-Q 18 Jun 15 2015 Q1 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
	Mar. 31, 2015	Jun. 01, 2015
Document And Entity Information
Entity Registrant Name	Greenfield Farms Food, Inc.
Entity Central Index Key	1440517
Document Type	10-Q
Document Period End Date	31-Mar-15
Amendment Flag	FALSE
Current Fiscal Year End Date	-19
Is Entity a Well-known Seasoned Issuer	No
Is Entity a Voluntary Filer	No
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,948,923
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015

Consolidated_Balance_Sheets_US

Consolidated Balance Sheets (USD $) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$104,634	$59,843
Credit card receivables	5,647	3,726
Inventory	29,734	29,734
Deferred charges	4,670	4,063
Total Current Assets	144,685	97,366
Property and Equipment
Equipment, computer hardware and software	162,449	152,871
Accumulated depreciation	-100,906	-94,819
Property and equipment, net	61,543	58,052
Other Assets
Security Deposits	4,128	4,128
Total Assets	210,356	159,546
Current Liabilities
Accounts Payable	99,236	93,883
Accrued wages and payroll expenses	24,278	9,695
Accrued interest	14,738	13,742
Accrued interest - related parties	12,773	12,153
Accrued interest - convertible notes payable	23,872	18,134
Derivative Liability	433,364	266,162
Note Payable	50,200	50,200
Notes payable - related parties	366,730	321,591
Convertible notes payable, net of debt discount	293,622	221,994
Total Liabilities	1,318,813	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
Preferred stock, par value $.001 50,000,000 shares authorized; 44,000 series B convertible shares issued and outstanding	44	44
Preferred stock, par value $.001 50,000,000 shares authorized; 1,000 series D shares issue and outstanding	1	1
Common stock, par value $.001 950,000,000 shares authorized; 11,084,609 and 4,930,736 shares issued and outstanding, respectively	11,085	4,931
Warrants	507,280	507,280
Additional paid-in capital	1,007,367	1,007,930
Accumulated deficit	-2,634,331	-2,368,291
Total Stockholders' Deficit	-1,108,457	-848,008
Total Liabilities and Stockholders' Deficit	$210,356	$159,546

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Stockholders' Deficit
Preferred stock, par value	$0.00	$0.00
Preferred stock, authorized shares	50,000,000	50,000,000
Series A Convertible Preferred stock, issued shares	96,623	96,623
Series A Convertible Preferred stock, outstanding shares	96,623	96,623
Series B Convertible Preferred stock, issued shares	44,000	44,000
Series B Convertible Preferred stock, outstanding shares	44,000	44,000
Series D Convertible Preferred stock, issued shares	1,000	1,000
Series A Convertible Preferred stock, outstanding shares	1,000	1,000
Common stock, par value	$0.00	$0.00
Common stock, Authorized	950,000,000	950,000,000
Common stock, Issued	11,084,609	4,930,736
Common stock, outstanding	11,084,609	4,930,736

Consolidated_Statements_Of_Ope

Consolidated Statements Of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Sales
Food and beverage	$386,808	$410,753
Vending receipts	5,481	1,543
Total sales	392,289	412,296
Cost of Goods Sold	343,871	337,548
Gross Profit	48,418	74,748
Operating Expenses
Telephone and utilities	24,548	20,857
Legal, accounting and professional fees	19,695	52,286
Rent	14,750	26,113
Advertising	4,869	4,606
Repairs and maintenance	5,892	13,119
Bank and credit card processing charges	7,172	10,336
Wages and taxes	23,529	37,588
Depreciation	6,097	5,658
Other	25,983	36,783
Total Operating Expenses	132,535	207,346
Loss From Operations	-84,117	-132,598
Other Expenses (Income)
Interest expense	10,502	963
Derivative expense	34,773	169,815
Change in derivative liability	101,429	-310,907
Loss on conversion of debt		543,182
Amoritization expense on discount of debt	35,219	74,602
Total Other Expenses (Income)	181,923	477,655
Loss Before Provision for Income Tax	-266,040	-610,253
Provision for Income Tax
Net Income (Loss)	($266,040)	($610,253)
Basic and Diluted	9,769,978	1,745,801
Basic and Diluted	($0.03)	($0.35)

Consolidated_Statement_Of_Stoc

Consolidated Statement Of Stockholders' Deficit (USD $)	Preferred Stock	Common Stock	Warrants	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Amount at Dec. 31, 2014	$142	$4,931	$507,280	$1,007,930	($2,368,291)	($848,008)
Beginning Balance, Shares at Dec. 31, 2014	141,623	4,930,736
Issuance of common stock to convertible noteholders, Amount		6,153		-562		5,591
Issuance of common stock to convertible noteholders, Shares		6,153,213
Issuance of common stock to round up reverse split, Amount		1		-1
Issuance of common stock to round up reverse split, Shares		660
Net loss					-266,040	-266,040
Ending Balance, Amount at Mar. 31, 2015	$142	$11,085	$507,280	$1,007,367	($2,634,331)	($1,108,457)
Ending Balance, Shares at Mar. 31, 2015	141,623	11,084,609

Consolidated_Statements_Of_Cas

Consolidated Statements Of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash Flows from Operating Activities:
Net loss for the period	($266,040)	($610,253)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation	6,097	5,658
Amortization of deferred financing costs	2,392	2,696
Amoritization of discount on debt	35,219	74,602
Change in Derivative Liability	101,429	-310,907
Initial derivative liability expense	34,773	169,815
Loss on conversion of debt		543,182
Changes in Assets and Liabilities
Decrease in prepaid expense		1,896
Increase in inventory		14
Decrease in deferred debt charges	-3,000
Decrease (increase) in credit card receivable	-1,921	1,705
Increase in security deposits		-275
Increase in accounts payable	5,353	24,010
Increase (Decrease) in accrued expenses	21,938	-13,502
Net Cash Used in Operating Activities	-63,760	-111,359
Cash Flow from Investing Activities
Purchase of property and equipment	-9,588	-898
Net Cash Provided by (Used in) Investing Activities	-9,588	-898
Cash Flow From Financing Activities
Proceeds from notes payable - related parties, net	111,444	236,149
Proceeds from notes payable		100
Proceeds from convertible notes payable	73,000	120,100
Payments of notes payable - related parties	-66,305	-192,184
Net Cash Provided by Financing Activities	118,139	164,165
Net Increase in Cash and Cash Equivalents	44,791	51,908
Cash and Cash Equivalents - Beginning	59,843	5,022
Cash and Cash Equivalents End of Period	104,634	56,930
Supplemental Cash Flow Information:
Cash paid for interest	1,851	3
Cash paid for income taxes
Non-Cash Investing and Financing Activities:
Accrued Interest	7,354	-8,873
Debt discount from fair value of embedded derivatives	31,000	105,000
Common stock issued for covertible notes and accrued interest	$15,735	$727,136

BASIS_OF_PRESENTATION

BASIS OF PRESENTATION	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION	The following interim unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Regulation S-K as promulgated by the Securities and Exchange Commission. Accordingly, these financial statements do not include all of the disclosures required by generally accepted accounting principles for complete financial statements. These interim unaudited financial statements should be read in conjunction with the Company’s audited financial statements for the period ended December 31, 2014. In the opinion of management, the interim unaudited financial statements furnished herein include all adjustments, all of which are of a normal recurring nature, necessary for a fair statement of the results for the interim period presented.
	The consolidated financial statements for the three months ended March 31, 2015 include the financial statement of the Company and its operating subsidiary Carmela’s Pizzeria.
	The statements of operations and cash flows reflect the results of operations and the changes in cash flows of the Company for the three month period ended March 31, 2015. Operating results for the three month period ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015.

GOING_CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 2 - GOING CONCERN	The accompanying financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. As of March 31, 2015 and December 31, 2014, the Company had a working capital deficit and has incurred significant losses since inception. Further losses are anticipated raising substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company plans to acquire sufficient capital from its investors with which to pursue its business plan. There can be no assurance that the future operations will be significant and profitable, or that the Company will have sufficient resources to meet its objectives. There is no assurance that the Company will be successful in raising additional funds.

ORGANIZATION_AND_NATURE_OF_BUS

ORGANIZATION AND NATURE OF BUSINESS	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 3 - ORGANIZATION AND NATURE OF BUSINESS	Greenfield Farms Food, Inc. (“GRAS” or the "Company") was incorporated under the laws of the State of Nevada on June 2, 2008. In October 2013, the Company entered into an Asset Purchase 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 newly formed wholly-owned subsidiary Carmela’s Pizzeria CO, Inc. Carmela's Pizzeria presently has four 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.

SUMMARY_OF_SIGNIFICANT_ACCOUNT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Accounting Basis
	The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 year end.
	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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
	Fair Value of Financial Instruments
	The estimated 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 and cash equivalents pre-paid expenses, accounts receivable, inventory, deferred charges, accounts payable and accrued expenses, and notes payable approximate their carrying amounts because of the short maturities of these instruments.
	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 were $433,364 and $266,162 at March 31, 2015 and December 31, 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.
	Income Taxes
	The Company has elected to be taxed as a “C” corporation. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
	Basic Income (Loss) Per Share
	Basic income (loss) per share is calculated by dividing the Company’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’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 were warrants outstanding convertible into 179,886 shares of common stock at March 31, 2015. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.
	Dividends
	The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
	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.
	Advertising Costs
	The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $4,869 and $4,606 during the three month periods ended March 31, 2015 and 2014, respectively.
	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. Depreciation expense totaled $6,097 and $5,658 for the three month periods ended March 31, 2015 and 2014, respectively.
	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. During the three months ended March 31, 2015, the Company did not issue any stock-based payments to its employees.
	Accounting Pronouncements
	No accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTES_PAYABLE

NOTES PAYABLE	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 5 b NOTES PAYABLE	The Company has outstanding a promissory note for $50,000 issued in 2011. The note is secured by the Company’s common stock, bears 8% interest, and was due on January 26, 2012. The note is currently in default. Total interest expense on this note was $986 for the three months ended March 31, 2015. Additional notes in the amount of $200 were outstanding at March 31, 2015 and accrued interest expense of $4 during the three month period ended March 31, 2015.

NOTES_PAYABLE_RELATED_PARTIES

NOTES PAYABLE b RELATED PARTIES	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
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. Additional loans have also been made by officers and related parties to the Company for general working capital purposes.
	The activity for the three month periods ended March 31, 2015 is as follows:
		March 31,
		2015
	Beginning balance at December 31, 2014	$	321,591
	Advances, net		45,139
	Balance, March 31, 2015	$	366,730

CONVERTIBLE_NOTES_PAYABLE

CONVERTIBLE NOTES PAYABLE	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 7 - CONVERTIBLE NOTES PAYABLE	As of December 31, 2013 there was a total of $17,367 due to an unaffiliated Trust in convertible notes payable that were convertible at 45% of the lowest trading price in the thirty trading days before the conversion creating a derivative liability. The entire balance of these notes remained unpaid as of March 31, 2015
	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 leaving a remaining balance of $12,500 as of that date payable to Cresthill Associates.
	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 that remains outstanding as of March 31, 2015.
	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 leaving a balance due of $2,400 at December 31, 2014 and March 31, 2015, respectively.
	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 of these notes leaving a balance due of $5,000 at both December 31, 2014 and March 31, 2015, respectively.
	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 three month period ended March 31, 2015, a total of $5,591 in principal on these notes was converted to 6,153,213 shares of common stock at a price equaling $.0008 per share. A $10,144 decrease in derivative liability was recorded as a result of these conversions.
	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 and March 31, 2015, respectively.
	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 and March 31, 2015, respectively.
	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 March 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 March 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. The entire balance of this note remained outstanding at December 31, 2014 and March 31, 2015, respectively.
	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 March 31, 2015, respectively.
	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 March 31, 2015, respectively.
	Total interest expense on these notes was $5,744 for the three months ended March 31, 2015.
	A summary of convertible notes payable as of March 31, 2015 is as follows:
	Face Value	Balances 12/31/14			Issuance of new convertible			Amortization of discount on convertible		Debenture conversions & payments three months ended 3/31/15			Balances
					notes			Notes					3/31/15
	Notes outstanding at 12/31/2014	$	240,128			-			-	$	(5,591	)	$	234,537
	2015 note issuances		-		$	73,000			-		-			73,000
	Note discount	$	(18,134	)		(31,000	)	$	35,219		-			(13,915	)
	Total	$	221,994		$	42,000		$	35,219	$	(5,591	)	$	293,622

DERIVATIVE_LIABILITY

DERIVATIVE LIABILITY	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 8 - DERIVATIVE LIABILITY	The Company has determined that the conversion features of certain of its 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.
	The beneficial conversion feature included in the notes that became convertible during the three months ended March 31, 2015 resulted in initial debt discounts of $31,000 and an initial loss on the valuation of the derivative liabilities of $21,273 based on the initial fair value of the derivative liabilities of $52,273. The fair value of the embedded derivative liabilities for notes not in default were calculated at the conversion commencement dates utilizing the following assumptions:
	Note convertible date	1/1/15			1/15/15			3/1/15
	Note amount	$	5,000		$	13,500		$	12,500
	Stock price at convertible date	$	0.06		$	0.03		$	0.0046
	Expected life (years)		1			0.25			0.25
	Risk free interest rate		0.13	%		0.02	%		0.1	%
	Volatility		201.8	%		211.9	%		375.03	%
	Initial derivative value	$	11,639		$	19,026		$	21,608
	At March 31, 2015, the following notes remained convertible and not fully converted or in default. All convertible notes beyond their maturity dates totaling $179,036 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 March 31, 2015 utilizing the following assumptions:
	Note convertible date	1/1/15			1/15/15			3/1/15			Matured
	Note amount	$	5,000		$	13,500		$	12,500		$	179,036
	Stock price at convertible date	$	0.0013		$	0.0013		$	0.0013		$	0.0013
	Expected life (years)		0.67			0.04			0.17			0.5
	Risk free interest rate		0.19	%		0.02	%		0.02	%		0.12	%
	Volatility		335.8	%		706.9	%		571.4	%		544.07	%
	6/30/14 derivative value	$	5,933		$	21,063		$	23,470		$	382,998

CAPITAL_STOCK

CAPITAL STOCK	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 9 b CAPITAL STOCK	Common Stock
	The Company has authorized 950,000,000 common shares with a par value of $0.001 per share.
	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.
	2015 Common Stock Issuances
	During the three months ended March 31, 2015, the Company issued 6,153,213 shares of common stock upon conversion of $5,591 in principal on convertible notes representing a value of $0.0008 per share. In addition, we incurred loss on conversion of certain of the shares totaling $10,144 for a total cost to the Company of $15,735.
	Preferred Stock
	The Company has authorized 50,000,000 shares of preferred stock par value $0.001.
	The Company authorized 100,000 Series A preferred shares and issued 96,623 Series A shares. The Series A shares have immediate voting rights equivalent to 7,000 shares of common 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 March 31, 2015 no conversion has taken place.
	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 on 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.
	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 as the Company did not have 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 all 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 Series D Preferred Stock shall automatically, without any action on the part of any party, or the Corporation, be deemed cancelled in their entirety.
	Warrants
	In connection with the acquisition in 2013 of the assets of Carmela’s Pizzeria, COHP, LLC and its assigns received warrants to purchase a total of 179,886 shares of the Company’s common stock 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. These warrants were valued in the year ended December 31, 2013 utilizing the Black-Scholes pricing model for a total fair market value at issuance of $507,280.

SUBSEQUENT_EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2015
Notes to Financial Statements
NOTE 10 - SUBSEQUENT EVENTS	During the period from March 31, 2015 to the filing of this report, the Company has issued 7,384,314 shares of common stock upon the conversion of $4,250 in principal on its convertible notes.
	Also during the period from March 31, 2015 to the filing of this report, the Company has issued a total of $38,500 in additional convertible notes payable.
	In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to March 31, 2015 to the date these financial statements were issued, and has determined that it does not have any additional material subsequent events to disclose in these financial statements other than those reported above.

SUMMARY_OF_SIGNIFICANT_ACCOUNT1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2015
Summary Of Significant Accounting Policies Policies
Accounting Basis	The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 year end.
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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments	The estimated 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 and cash equivalents pre-paid expenses, accounts receivable, inventory, deferred charges, accounts payable and accrued expenses, and notes payable approximate their carrying amounts because of the short maturities of these instruments.
	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 were $433,364 and $266,162 at March 31, 2015 and December 31, 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.
Income Taxes	The Company has elected to be taxed as a “C” corporation. Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Basic Income (Loss) Per Share	Basic income (loss) per share is calculated by dividing the Company’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’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 were warrants outstanding convertible into 179,886 shares of common stock at March 31, 2015. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential common shares outstanding would have been anti-dilutive.
Dividends	The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.
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.
Advertising Costs	The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $4,869 and $4,606 during the three month periods ended March 31, 2015 and 2014, respectively.
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. Depreciation expense totaled $6,097 and $5,658 for the three month periods ended March 31, 2015 and 2014, respectively.
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. During the three months ended March 31, 2015, the Company did not issue any stock-based payments to its employees.
Accounting Pronouncements	No accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

NOTES_PAYABLE_RELATED_PARTIES_

NOTES PAYABLE - RELATED PARTIES (Tables)	3 Months Ended
	Mar. 31, 2015
Notes Payable - Related Parties Tables
Summary of activity	The activity for the three month periods ended March 31, 2015 is as follows:
		March 31,
		2015
	Beginning balance at December 31, 2014	$	321,591
	Advances, net		45,139
	Balance, March 31, 2015	$	366,730

CONVERTIBLE_NOTES_PAYABLE_Tabl

CONVERTIBLE NOTES PAYABLE (Tables)	3 Months Ended
	Mar. 31, 2015
Convertible Notes Payable Tables
Summary of convertible notes payable	A summary of convertible notes payable as of March 31, 2015 is as follows:
	Face Value	Balances 12/31/14			Issuance of new convertible			Amortization of discount on convertible		Debenture conversions & payments three months ended 3/31/15			Balances
					notes			Notes					3/31/15
	Notes outstanding at 12/31/2014	$	240,128			-			-	$	(5,591	)	$	234,537
	2015 note issuances		-		$	73,000			-		-			73,000
	Note discount	$	(18,134	)		(31,000	)	$	35,219		-			(13,915	)
	Total	$	221,994		$	42,000		$	35,219	$	(5,591	)	$	293,622

DERIVATIVE_LIABILITY_Tables

DERIVATIVE LIABILITY (Tables)	3 Months Ended
	Mar. 31, 2015
Derivative Liability Tables
Fair value of the embedded derivative liabilities	The fair value of the embedded derivative liabilities for notes not in default were calculated at the conversion commencement dates utilizing the following assumptions:
	Note convertible date	1/1/15			1/15/15			3/1/15
	Note amount	$	5,000		$	13,500		$	12,500
	Stock price at convertible date	$	0.06		$	0.03		$	0.0046
	Expected life (years)		1			0.25			0.25
	Risk free interest rate		0.13	%		0.02	%		0.1	%
	Volatility		201.8	%		211.9	%		375.03	%
	Initial derivative value	$	11,639		$	19,026		$	21,608
Fair value of the embedded derivative liabilities on the outstanding convertible notes	The fair value of the embedded derivative liabilities on the outstanding convertible notes was calculated at March 31, 2015 utilizing the following assumptions:
	Note convertible date	1/1/15			1/15/15			3/1/15			Matured
	Note amount	$	5,000		$	13,500		$	12,500		$	179,036
	Stock price at convertible date	$	0.0013		$	0.0013		$	0.0013		$	0.0013
	Expected life (years)		0.67			0.04			0.17			0.5
	Risk free interest rate		0.19	%		0.02	%		0.02	%		0.12	%
	Volatility		335.8	%		706.9	%		571.4	%		544.07	%
	6/30/14 derivative value	$	5,933		$	21,063		$	23,470		$	382,998

Recovered_Sheet1

Summary Of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Summary Of Significant Accounting Policies Details Narrative
Common stock warrants purchase, outstanding	179,886
Derivative Liability	$433,364		$266,162
Advertising expense	4,869	4,606
Depreciation expense	$6,097	$5,658

Note_Payable_Details_Narrative

Note Payable (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015
Note Payable Details Narrative
Total interest expense	$986
Additional Notes issued	200
Accured expense with the notes	$4

Recovered_Sheet2

Notes Payable - Related Parties (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Notes Payable - Related Parties Details
Beginning balance	$321,591
Advances, net	45,139
Ending balance	$366,730

Convertible_Notes_Payable_Deta

Convertible Notes Payable (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Beginning balance	$221,994
Issuance of new convertible notes	42,000
Amortization of discount on convertible notes	35,219
Debenture conversions	-5,591
Ending balance	293,622
Notes Outstanding [Member]
Beginning balance	240,128
Issuance of new convertible notes
Amortization of discount on convertible notes
Debenture conversions	-5,591
Ending balance	234,537
2015 note issuances [Member]
Beginning balance
Issuance of new convertible notes	73,000
Amortization of discount on convertible notes
Debenture conversions
Ending balance	73,000
Note Discount [Member]
Beginning balance	-18,134
Issuance of new convertible notes	-31,000
Amortization of discount on convertible notes	35,219
Debenture conversions
Ending balance	($13,915)

Convertible_Notes_Payable_Deta1

Convertible Notes Payable (Details Narrative) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014
Decrease in derivative liability	$101,429	($310,907)
Interest expense on notes	5,744
Asher Enterprises [Member]
Balance Outstanding	9,000
CareBourn Capital [Member] | February 18, 2014 [Member]
Remaining balance after conversion			57,910
Convertible common stock, Shares	6,153,213
Conversion price	$0.00
Total principal amount of convertible notes	5,591
Interest rate	8.00%		8.00%
Decrease in derivative liability	10,144
CareBourn Capital [Member] | January 2014 [Member]
Notes convertible by holder	5,000		5,000
Interest rate	8.00%		8.00%
Decrease in derivative liability			8,900
CareBourn Capital [Member] | December 9, 2013 [Member]
Principal balance of convertible notes payable	2,400		2,600
Interest rate	8.00%		8.00%
LG Funding [Member]
Principal balance of convertible notes payable	18,800		35,000
Remaining balance after conversion			18,800
Notes convertible by holder			16,200
Interest rate			8.00%
Adar Bays [Member]
Principal balance of convertible notes payable	24,996		37,000
Remaining balance after conversion			24,996
Notes convertible by holder	12,004
Interest rate			8.00%
Face value of convertible notes payable			12,004
Beaufort Capital [Member]
Principal balance of convertible notes payable	14,655		25,000
Remaining balance after conversion			14,655
Convertible common stock, Shares			108,916,667
Conversion price			$0.00
Interest rate			10.00%
Face value of convertible notes payable			10,345
Gregory Galanis [Member]
Principal balance of convertible notes payable	13,500		13,500
Remaining balance after conversion			13,500
Interest rate			8.00%
Cresthill Associates [Member]
Principal balance of convertible notes payable	12,500		12,500
Remaining balance after conversion			12,500
Interest rate			8.00%
LG Funding One [Member]
Principal balance of convertible notes payable	26,500		26,500
Remaining balance after conversion			26,500
Interest rate			8.00%
Beaufort Capital One [Member]
Principal balance of convertible notes payable	12,500		12,500
Remaining balance after conversion			$12,500
Interest rate			5.00%

Derivative_Liability_Details

Derivative Liability (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Conversion on 1/1/15 [Member]
Note amount	$5,000
Stock price at convertible date	$0.06
Expected life (years)	1 year
Risk free interest rate	0.13%
Volatility	201.80%
Initial derivative value	11,639
Conversion on 1/15/15 [Member]
Note amount	13,500
Stock price at convertible date	$0.03
Expected life (years)	3 months
Risk free interest rate	0.02%
Volatility	211.90%
Initial derivative value	19,026
Conversion on 3/1/15 [Member]
Note amount	12,500
Stock price at convertible date	$0.00
Expected life (years)	3 months
Risk free interest rate	0.10%
Volatility	375.03%
Initial derivative value	$21,608

Derivative_Liability_Details_1

Derivative Liability (Details 1) (USD $)	3 Months Ended
	Mar. 31, 2015
Conversion on 1/1/15 [Member]
Note amount	$5,000
Stock price at convertible date	$0.00
Expected life (years)	8 months 1 day
Risk free interest rate	0.19%
Volatility	335.80%
Initial derivative value	5,933
Conversion on 1/15/15 [Member]
Note amount	13,500
Stock price at convertible date	$0.00
Expected life (years)	15 days
Risk free interest rate	0.02%
Volatility	706.90%
Initial derivative value	21,063
Conversion on 3/1/15 [Member]
Note amount	12,500
Stock price at convertible date	$0.00
Expected life (years)	2 months 1 day
Risk free interest rate	0.02%
Volatility	571.40%
Initial derivative value	23,470
Matured [Member]
Note amount	179,036
Stock price at convertible date	$0.00
Expected life (years)	6 months
Risk free interest rate	0.12%
Volatility	544.07%
Initial derivative value	$382,998

Derivative_Liability_Details_N

Derivative Liability (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015
Derivative Liability Details Narrative
Initial debt discount	$31,000
Initial loss on valuation	21,273
Initial fair value	$52,273

Capital_Stock_Details_Narrativ

Capital Stock (Details Narrative) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Capital Stock Details Narrative
Common stock issued upon conversion, shares	6,153,213
Common stock issued upon conversion, amount	$5,591
Conversion price	$0.00
Common stock, par value	$0.00	$0.00
Common stock, Authorized	950,000,000	950,000,000
Preferred stock, par value	$0.00	$0.00
Preferred stock, authorized shares	50,000,000	50,000,000